Professional Documents
Culture Documents
Business Combinations
Tax advantages.
Cost savings
Integration
2.3.Types of Business Combinations
Statutory Merger
Statutory Consolidation,
Solution (A):
Case 1: Consideration = FV of net identifiable assets
Assume BigNet agrees to pay $2,550,000 (cash of $550,000 and 20,000 unissued
shares of its $10 par value common stock that is currently selling for $100 per
share) for all of Smallport’s assets and liabilities. Smallport then dissolves itself
as a legal entity.
Current Assets . . . . . . . .. . . ….. . 300,000
Computers and Equipment. . . . . 600,000
Capitalized Software . . . .. . . . . 1,200,000
Customer Contracts. ………... . 700,000
Notes Payable. . . . . . . . . . .. . . . . . . . . . ………..250,000
Cash …………………... . . . . . . . . . . . …............550,000
Common Stock (20,000 shares at $10 par value) ……200,000
Additional Paid-In Capital. . . . . ………………1,800,000
To record acquisition of Smallport Company Assets acquired and liabilities assumed at fair value.
Acquisition method when dissolution takes place
Case 2: Consideration > FV of net identifiable assets = excess will be Good
will
BigNet agrees to pay $3,000,000 in exchange for all of Smallport’s assets and
liabilities. BigNet transfers to the former owners of Smallport consideration of
$1,000,000 in cash plus 20,000 shares of common stock with par value $10 and a
fair value of $100 per share.
Current Assets . . . . . . . .. . ……..300,000
Computers and Equipment. . . . .600,000
Capitalized Software . . . .. . . . . .1,200,000
Customer Contracts. ………... . 700,000
Goodwill ………………………...450,000
Notes Payable. . . . . . . . . . .. . . . . . . . . . ………..250,000
Cash …………………... . . . . . . . . . . . …............1,000,000
Common Stock (20,000 shares at $10 par value) ……200,000
Additional Paid-In Capital. . . . . ………………1,800,000
To record acquisition of Smallport Company. Assets acquired and liabilities
assumed are recorded at fair value with the excess of fair value attributed to
Good will.
Acquisition method when dissolution takes place
Case 3: Consideration < FV of net identifiable assets = Gain on bargain
purchase
BigNet transferring consideration of $2,000,000 to the owners of Smallport in
exchange for their business. BigNet conveys no cash and issues 20,000 shares of
common stock with $10 par value and a $100 per share fair value.
Current Assets . . . . . . . .. . ……..300,000
Computers and Equipment. . . . .600,000
Capitalized Software . . . .. . . . . 1,200,000
Customer Contracts. ………... . 700,000
Notes Payable. . . . . . . . . . .. . . . . . . . . . ………..250,000
Cash …………………... . . . . . . . . . . . …............1,000,000
Common Stock (20,000 shares at $10 par value) ……200,000
Additional Paid-In Capital. . . . . ………………1,800,000
Gain on bargain purchases …………………….550,000
To record acquisition of Smallport Company. Assets acquired and liabilities
assumed are at fair value. Excess net asset fair value is attributed to a gain on
bargain purchase.
Notes:
The acquisition method records the identified assets acquired and
liabilities assumed at their individual fair values.
The acquirer recognizes this gain on bargain purchase on its income
statement in the period the acquisition takes place.
A consequence of implementing a fair-value concept to acquisition
accounting is the recognition of an unrealized gain on the bargain
purchase.
A criticism of the gain recognition is that the acquirer recognizes profit
from a buying activity that occurs prior to traditional accrual measures
of earned income (i.e., selling activity)
The fair values of the assets received and all liabilities assumed in a
business combination are considered more relevant for asset valuation
than the consideration transferred.
Related Costs of Business Combinations
Three additional categories of cost
Firms often engage attorneys, accountants, investment bankers,
and other professionals for combination-related services. The
acquisition method does not consider such expenditures as
part of the fair value received by the acquirer. Therefore,
professional service fees are expensed in the period incurred.
an acquiring firm’s internal costs. Examples include secretarial
and management time allocated to the acquisition activity. Such
indirect costs are reported as current year expenses.
amounts incurred to register and issue securities in connection
with a business combination simply reduce determinable fair
value those securities
Example: assume the following in connection with BigNet’s acquisition of
Smallport.
BigNet pays an additional $100,000 in accounting and attorney fees.
$ 7,000 *
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1/1/14: Investment in Sun Company . .. . . 800,000
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800,0
To record the acquisition of Sun Company.
Assume that Sun earns income of $100,000 during the year, declares a
$40,000 cash dividend on August 1, and pays the dividend on August 8.
8/1/14: Dividend Receivable. . . . . . . . . . . . . . . . . . . 40,000