Advanced Financial Accounting Baker / Lembke / King Advanced Financial Accounting Fifth Edition

This electronic presentation prepared by Douglas Cloud, D. B. A, C. P This electronic presentation prepared by Douglas Cloud, D.B.A, C.P.A., Professor of Accounting at Pepperdine University

Task Force Clip Art included in this electronic presentation is used with the permission of New Vision Technology of Nepean Ontario, Canada

1 Corporate Expansion and Accounting for Business Combination Baker / Lembke / King Corporate Expansion and Accounting for Business Combination 1

Control relates to the ability to direct policies and management. A business combination occurs when two or more companies join under common control.

Types of Business Combination (a) Statutory Merger AA Company BB Company AA Company Only one of the combining companies survives and the other loses its separate identify.

(b) Statutory Consolidation Types of Business Combination (b) Statutory Consolidation AA Company BB Company CC Company Both the combining companies are dissolved and the assets and liabilities of both companies are transferred to a newly created corporation.

Types of Business Combination (c) Stock Acquisition AA Company AA Company BB Company BB Company One company acquires the voting shares of another company and the two companies continue to operate separately.

AA Company Invests in BB Company Determining the Type of Business Combination AA Company Invests in BB Company Acquires Net Assets Acquires Stock Record as Statutory Merger or Statutory Consolidation Acquired Company Liquidated? Yes Record as Stock Acquisition and Operate as Subsidiary. No

AA Company Invests in BB Company Traditional Business Combination Alternatives AA Company Invests in BB Company Acquired Net Assets Acquired Stock Qualify as Pooling? Qualify as Pooling? Net Assets Recorded at Book Value Yes Net Assets Recorded at Fair Value No Investment Recorded at Book Value Yes Investment Recorded at Fair Value No

Point Corporation Illustration On January 1, 20X1, Point Corporation purchases all the assets and liabilities of Sharp Company in a statutory merger by issuing to Sharp 10,000 shares of $10 par value common stock. The shares issued have a total market value of $600,000. Point incurs legal and appraisal fees of $40,000 (for a total purchase price of $640,000) in connection with the combination and stock issue costs of $25,000. Fair value of stock issued $600,000 Stock issue costs -25,000 Recorded amount of stock $575,000

Point Corporation Illustration Assets, Liabilities, and Equities Book Value Fair Value Cash and Receivables $ 45,000 $ 45,000 Inventory 65,000 75,000 Land 40,000 70,000 Buildings and Equipment 400,000 350,000 Accumulated Depreciation (150,000 Patent 80,000 Total Assets $400,000 $620,000 Current Liabilities $100,000 $110,000 Common Stock ($5 par) 100,000 Additional Paid-In Capital 50,000 Retained Earnings 150,000 Total Liabilities and Equities $400,000 Fair value of Net Assets $510,000 )

Point Corporation Illustration Cost of Investment $640,000 Total differential $340,000 Excess of cost over fair value of net identifiable assets $130,000 Fair value of net identifiable assets $510,000 Excess of fair value over book value of net identifiable assets $210,000 Book value of net identifiable assets $300,000

Point Corporation Illustration The $40,000 of other acquisition costs associated with the combination and the $25,000 of stock issue costs may be recorded in separate temporary “suspense” accounts as incurred: Deferred Merger Costs 40,000 Cash 40,000 Record costs related to purchase of Sharp Company. Deferred Stock Issue Costs 25,000 Cash 25,000 Record costs related to issuance of common stock.

Point Corporation Illustration fair value Cash and Receivables 45,000 Inventory 75,000 Land 70,000 Buildings and Equipment 350,000 Patent 80,000 Current Liabilities 110,000 Common Stock 100,000 Additional Paid-In Capital 475,000 Deferred Merger Costs 40,000 Deferred Stock Issue Costs 25,000 Record purchase of Sharp Company. fair value fair value fair value fair value Goodwill 130,000 fair value book value fair value

Entries Recorded by Acquired Company The fair value of Point Corporation shares is recognized by Sharp at the time of the exchange, and a gain of $300,000 is recorded. Investment in Point Stock 600,000 Current Liabilities 100,000 Accumulated Depreciation 150,000 Cash and Receivables 45,000 Inventory 65,000 Land 40,000 Building and Equipment 400,000 Gain on Sale of Net Assets 300,000 Record transfer of assets to Point Corporation.

The distribution of Point Corporation stock is recorded. Entries Recorded by Acquired Company The distribution of Point Corporation stock is recorded. Common Stock 100,000 Additional Paid-In Capital 50,000 Retained Earnings 150,000 Gain on Sale of Net Assets 300,000 Investment in Point Stock 600,000 Record distribution of Point Corporation stock.

Recording Goodwill Because expenditures for “self-developed” goodwill often are not distinguishable from current operating costs, such expenditures are required to be expensed as incurred.

Recording Goodwill However, when goodwill is purchased in connection with a business combination, the amount is viewed as objectively determinable and is capitalized.

Recording Goodwill In a purchase-type business combination, the cost of goodwill purchased is measured as the excess of the total purchase price over the fair value of the net identifiable assets acquired.

Negative Goodwill Fair value of net identifiable assets $510,000 Excess of fair value over book value of net identifiable assets $210,000 Excess of fair value of net identifiable assets over cost $50,000 Cost of investment $460,000 Total differential $160,000 Book value of net identifiable assets $300,000

Combination Effected through Purchase of Stock Point Corporation exchanges 10,000 shares of its stock with a total market value of $600,000 for all the shares of Sharp Company in a purchase transaction and incurs and records merger costs of $40,000 and stock issue costs of $25,000. Investment in Sharp Stock 640,000 Common Stock 100,000 Additional Paid-In Capital 475,000 Deferred Merger Costs 40,000 Deferred Stock Issue Costs 25,000 Record purchase of Sharp Company Stock.

Disclosure Requirements 1. The name and a brief description of the acquired company. 2. A statement that purchase treatment has been used. 3. Information on the total cost incurred in making the purchase. 4. The portion of the year for which operating results of the acquired company have been included. 5. Information on any contingent payments or commitments and their accounting treatment.

Pro Forma Financial Statements As a minimum, supplemental information should be provided to show… Operating results as if the acquisition had been made at the start of the period. When comparative financial statements are presented, operating results for the preceding period as if the acquisition had occurred at the start of that period.

Pooling of Interest The FASB has decided to eliminate pooling of interest as an acceptable method for accounting for business combinations. However, an examination of this method is warranted because the effects of past poolings will affect financial statements for many years in the future.

Pooling of Interest (Point’s Books) On January 1, 20X1, in a statutory merger accounted for as a pooling of interests, Point Corporation issued 10,000 shares of its $10 par common stock in exchange for all the assets and liabilities of Sharp Company. Cash and Receivables 45,000 Inventory 65,000 Land 40,000 Buildings and Equipment 400,000 Accumulated Depreciation 150,000 Current Liabilities 100,000 Common Stock (Point Corporation) 100,000 Additional Paid-In Capital 50,000 Retained Earnings 150,000 Record pooling-type merger with Sharp. Recorded at book value

Pooling of Interest (Sharp’s Books) On January 1, 20X1, in a statutory merger accounted for as a pooling of interests, Point Corporation issued 10,000 shares of its $10 par common stock in exchange for all the assets and liabilities of Sharp Company. Investment in Point Stock 300,000 Current Liabilities 100,000 Accumulated Depreciation 150,000 Cash and Receivables 45,000 Inventory 65,000 Land 40,000 Buildings and Equipment 400,000 Record transfer of assets to Point Corporation.

Pooling of Interest (Sharp’s Books) The distribution of Point Corporation shares and the liquidation of Sharp are recorded on Sharp’s books. Common Stock 100,000 Additional Paid-In Capital 50,000 Retained Earnings 150,000 Investment in Point Stock 300,000 Record distribution of Point Corporation stock.

Combined Stockholders’ Equity Differences in Total Par Value Combined Stockholders’ Equity Capital stock $400,000 Additional paid-in capital The like stockholders’ equity accounts of the combining companies are summed without adjustment when the total par values of the shares exchanged are equal. $80,000 Retained earnings $370,000 Case 1

Differences in Total Par Value Net Assets of Sharp Company 300,000 Common Stock 100,000 Additional Paid-In Capital 50,000 Retained Earnings 150,000 Case 1

Combined Stockholders’ Equity Differences in Total Par Value Combined Stockholders’ Equity Capital stock $380,000 Additional paid-in capital When the total par value of the shares issued is less than the par value of the shares replaced, the difference is reflected as an increase in additional paid-in capital. $100,000 Retained earnings $370,000 Case 2

Differences in Total Par Value Net Assets of Sharp Company 300,000 Common Stock 80,000 Additional Paid-In Capital 70,000 Retained Earnings 150,000 Case 2

Combined Stockholders’ Equity Differences in Total Par Value Combined Stockholders’ Equity Capital stock $440,000 Additional paid-in capital When the total par value of the shares issued is greater than the par value of the shares acquired, the difference is reflected as a reduction in additional paid-in capital. $40,000 Retained earnings $370,000 Case 3

Differences in Total Par Value Net Assets of Sharp Company 300,000 Common Stock 140,000 Additional Paid-In Capital 10,000 Retained Earnings 150,000 Case 3

Combined Stockholders’ Equity Differences in Total Par Value Combined Stockholders’ Equity Capital stock $510,000 Retained earnings $340,000 Case 4

Combined Stockholders’ Equity Differences in Total Par Value Combined Stockholders’ Equity Par value of Point’s shares issued $210,000 Par value of Sharp’s shares replaced (100,000 Increase in total par value $110,000 Additional paid-in capital of Sharp (50,000 Additional paid-in capital of Point (30,000 Reduction in combined retained earnings $ 30,000 ) When Point issues 21,000 shares, the $210,000 par value of the shares issued exceeds the $100,000 par value of Sharp’s shares retired by enough to eliminate the combined additional paid-in capital and part of the combined retained earnings. Capital stock $510,000 Retained earnings $340,000 Case 4

Differences in Total Par Value Net Assets of Sharp Company 300,000 Additional Paid-In Capital 30,000 Common Stock 210,000 Retained Earnings 120,000 Case 4

Disclosure Requirements--Pooling 1. The name and a brief description of the acquired company. 2. A statement that pooling treatment has been used. 3. Description and number of shares issued in the exchange. 4. For the separate companies, revenue, extraordinary items, net income, changes in stockholders’ equity, and the amount and handling of intercompany transactions for the portion of the current period before the date of the combination. More

Disclosure Requirements--Pooling 5. A description of any adjustments of net assets or income related to changes in accounting procedures. 6. A description of the impact of a change in the fiscal period of a combining company. 7. A reconciliation of revenue and income previously reported by the stock-issuing company with the restated amounts reported for those periods for the combined company.

Pooling - criteria Attributes of combining company Autonomous Independent Manner of combining single transaction or completed in one year Issue only common stock with right identical None of combining companies changes the equity within two year before the plan Combining company reacquire share only for purposes other than business combination The ratio of interest on individual stock holder remains the same The voting rights are exercisable The combination is resolved at the date the plan consummated Absence of planned transaction Does not agree to retire reacquire all or part common stock issue Does not enter into other financial for the benefit of the former Does not intend to dispose of significant part of asset combining

Penggabungan Usaha PSAK Penggabungan secara umum dilakukan dengan metode purchase kecuali penggabungan yang memenuhi kriteria pooling of interest

KUIS PT. Intan membeli 100% kepemilikan PT. Mutiara, dengan menerbitkan 20.000 lembar saham dengan nilai par 20 dan nilai pasar 35. Setelah penggabungan tersebut PT. Mutiara dibubarkan. Biaya penggabungan 20.000 biaya konsultan dan 10.000 biaya penerbitan saham. Saldo additional paid in capital PT. Intan 200.000. Cash and Receivables $ 40,000 $ 40,000 Inventory 60,000 60,000 Land 100,000 300,000 Buildings and Equipment (net) 400,000 500,000 Total Assets $600,000 $900,000 Current Liabilities $100,000 $120,000 Common Stock ($10 par) 200,000 Additional Paid-In Capital 150,000 Retained Earnings 150,000 Total Liabilities and Equities $600,000 Buat jurnal penggabungan dengan metode purchase & pooling Jika PT. Mutiara tidak dibubarkan tetapi masih berdiri bagaimana jurnal PT. Intan (purchase method)

Chapter One The End