Advanced Accounting by Debra Jeter and Paul Chaney Chapter 2: Methods of Accounting for Business Combinations Slides Authored by Hannah Wong, Ph.D. Rutgers University

Accounting Methods for Business Combinations Purchase Method treats the combination as the purchase of one or more companies by another. Pooling of Interests Method treats the combination as two or more groups of stockholders uniting their ownership interests by an exchange of common stock.

Comparison of Purchase and Pooling of Interests Assets and liabilities acquired are recorded at their fair values. Any excess of cost over fair value of net assets acquired is recorded as goodwill. Pooling of Interests Assets and liabilities are recorded at their precombination book values. No excess of cost over book value exists, and no new goodwill is recorded

Comparison of Purchase and Pooling of Interests The acquired company’s retained earnings are added into the acquiring company’s retained earnings. Equity shares issued are recorded at the book value of the acquired shares. Purchase The acquired company’s retained earnings are not added into the acquiring company’s retained earnings. Equity securities issued are recorded at their fair market value.

Comparison of Purchase and Pooling of Interests There is no additional depreciation or amortization expense. The issuer and combiner companies’ earnings are combined for the full fiscal year in which the combination occurs. Purchase The excess of cost over book value is depreciated or amortized to reduce future earnings. The acquired company’s earnings are included with the acquiring firm’s only from the date of combination forward.

Comparison of Purchase and Pooling of Interests Direct costs are capitalized as part of the acquisition cost. Indirect costs are expensed. Security issuance costs are deducted from additional paid-in capital. Pooling of Interests Direct costs are expensed in the year in which incurred. Indirect costs are expensed. Security issuance costs are expensed.

Acquisition Costs - An Illustration Facts: SMC Company acquires 100% of the net assets of Bee Company by issuing shares of common stock with a fair value of $120,000. SMC incurred: $1,500 of accounting and consulting costs $3,000 of stock issue costs $2,000 monthly overhead cost for its mergers department

Acquisition Costs - An Illustration Pooling Accounting: Accounting and Consulting Expense (Direct) 1,500 Merger Department Expense (Indirect) 2,000 Securities Issue Expense (Security Issue Costs) 3,000 Cash 6,500 Purchase Accounting: Goodwill (Direct) 1,500 Merger Department Expense (Indirect) 2,000 Other Contributed Capital (Security Issue Costs) 3,000 Cash 6,500

Disadvantages of Pooling Method Values given and received are ignored in a negotiated transaction. “Instant earnings” can result from sale of newly pooled assets that are carried at their precombination low book values, and from including precombination earnings of other companies in the year of combination.

Disadvantages of Purchase Method Subjective - appraisal of assets or stock values are necessary. Inconsistent - accounting for one part of the combined company on a fair value and the other part of a historical basis.

Financial statements “as if” the combination had been consummated. Pro Forma Statements Financial statements “as if” the combination had been consummated. Functions provide information in the planning stages of the combination disclose relevant information subsequent to the combination

Disclosure Requirements Purchase Method notes to financial statements should include pro forma information in the year of combination in the immediately preceding period if comparative financial statements are presented

Disclosure Requirements Pooling Method financial statements should be restated on a pro forma basis for all years presented notes to financial statements should include disclosure that the statements of previously separately firms have been combined operating results of separate firms prior to the combination

Purchase Example - Facts On January 1, 2000, P Company acquired the assets and assumed the liabilities of S Company. P Company gave one of its $15 par value common shares for each share of S company common stock. P Company common stock has a fair value per share of $48. Refer to Illustration 2-4 for the companies balance sheet information.

Purchase Example - Journal Entry Cash and Receivables 170,000 Inventories 140,000 Land 400,000 Buildings & Equipment (Net) 1,000,000 Discount on Bonds Payable 50,000 Goodwill 230,000 Current Liabilities 150,000 Bonds Payable 400,000 Common Stock 450,000 Other Contributed Capital 990,000 Identifiable net assets acquired are recorded at their market value on the acquisition date Goodwill = excess cost over fair value of identifiable assets acquired Common stock issued is recorded at market value on the acquisition date

Equity Allocation in Pooling of Interests - Case A P issued shares with par value of $450,000 Other Contributed Capital - S $50,000 Retained Earnings - S $140,000 Common stock -S $300,000 $300,000 $50,000 $140,000 Common Stock - P $750,000 Other Contributed Capital - P $400,000 Retained Earnings - P $350,000 $100,000

Journal Entry - Case A Cash and Receivables 180,000 net assets acquired are carried forward at their book value Cash and Receivables 180,000 Inventories 100,000 Land 120,000 Buildings & Equipment 900,000 Other Contributed Capital 100,000 Accumulated Depreciation 300,000 Current Liabilities 110,000 Bonds Payable 400,000 Common Stock 450,000 Retained Earnings 140,000 Total shareholders’ equity of S Company ($490,000) is carried forward to P Company Par value of common stock issued is recorded

Equity Allocation in Pooling of Interests - Case B P issued shares with par value of $800,000 Other Contributed Capital - S $50,000 Retained Earnings - S $140,000 Common stock -S $300,000 $50,000 $50,000 $300,000 $90,000 Common Stock - P $750,000 Other Contributed Capital - P $400,000 Retained Earnings - P $350,000 $400,000

Journal Entry - Case B Cash and Receivables 180,000 net assets acquired are carried forward at their book value Cash and Receivables 180,000 Inventories 100,000 Land 120,000 Buildings & Equipment 900,000 Other Contributed Capital 400,000 Accumulated Depreciation 300,000 Current Liabilities 110,000 Bonds Payable 400,000 Common Stock 800,000 Retained Earnings 90,000 Total shareholders’ equity of S Company ($490,000) is carried forward to P Company Par value of common stock issued is recorded

Equity Allocation in Pooling of Interests - Case C P issued shares with par value of $330,000 Other Contributed Capital - S $50,000 Retained Earnings - S $140,000 Common stock -S $300,000 $30,000 $20,000 $300,000 $140,000 Common Stock - P $750,000 Other Contributed Capital - P $400,000 Retained Earnings - P $350,000

Journal Entry - Case C Cash and Receivables 180,000 net assets acquired are carried forward at their book value Cash and Receivables 180,000 Inventories 100,000 Land 120,000 Buildings & Equipment 900,000 Accumulated Depreciation 300,000 Current Liabilities 110,000 Bonds Payable 400,000 Common Stock 330,000 Other Contributed Capital 20,000 Retained Earnings 140,000 Total shareholders’ equity of S Company ($490,000) is carried forward to P Company Par value of common stock issued is recorded

Equity Allocation in Pooling of Interests - Case D P issued shares with par value of $275,000 Other Contributed Capital - S $50,000 Retained Earnings - S $140,000 Common stock -S $300,000 $25,000 $50,000 $275,000 $140,000 Common Stock - P $750,000 Other Contributed Capital - P $400,000 Retained Earnings - P $350,000

Pooling Example - Case D net assets acquired are carried forward at their book value Cash and Receivables 180,000 Inventories 100,000 Land 120,000 Buildings & Equipment 900,000 Accumulated Depreciation 300,000 Current Liabilities 110,000 Bonds Payable 400,000 Common Stock 275,000 Other Contributed Capital 75,000 Retained Earnings 140,000 Total shareholders’ equity of S Company ($490,000) is carried forward to P Company Par value of common stock issued is recorded

Valuation of Net Assets Acquired: Bargain Purchase Bargain = Fair value of identifiable net assets acquired Less: Purchase price Valuation of Net Assets Acquired: Current assets, long-term investments in marketable securities, liabilities = fair value Previously recorded goodwill = 0 Long-term assets = fair value - bargain allocation (The bargain is allocated to long-term assets in proportion to their fair value.) Any remaining bargain is recorded as negative goodwill and amortized over a maximum of 40 years.

Bargain Purchase - Example Bargain = Fair value of identifiable net assets ($23,000) - Purchase price ($17,000) = $6,000 Building $4,500 Land $1,500 Current Assets 5,000 Buildings ($15,000-$4,500) 10,500 Land ($5,000-$1,500) 3,500 Liabilities 2,000 Cash 17,000 Building and Land is recorded at fair value minus allocated bargain Current assets and liabilities are recorded at fair value

Contingent Considerations Contingencies based on earnings Contingencies based on security prices

Earnings Contingency Definition Accounting Treatment additional consideration to be made if the combined company’s future earnings equal or exceed a threshold. Accounting Treatment as additional cost of acquisition

Stock Price Contingency Definition additional consideration to be made if the future market value of shares issued is less than the guaranteed value Accounting Treatment no effect on acquisition cost as an adjustment to Other Contributed Capital

Leveraged Buyout (LBO) A management group contributes stock they hold and borrows funds to a create new company, which acquires all the outstanding common shares of their employer company.

Leveraged Buyout (LBO) Borrowed Fund Stock of employer company held by managers New Company acquires Employer Company

Leveraged Buyout (LBO) Valuation of New Company net assets acquired by borrowed fund market value net assets contributed by managers book value

Leveraged Buyout (LBO) Example Valuation of Net Assets in New Company Excess of cost over book value Market Value Excess cost applied to plant assets = $13,500 Goodwill $9,000 Book Value $1,000 $9,000 10% 90% Net assets contributed by managers Net assets acquired by borrowed fund of $31,500

Criteria for Pooling of Interests Company Attributes autonomous of any other companies independent of other combining companies

Criteria for Pooling of Interests Exchange of Stock single transaction common stock for 90% common stock no change in equity interest no abnormal treasury stock transactions same ratio of interest of individual stockholders voting rights immediately exercisable no provision for future issuance of stock

Criteria for Pooling of Interests Absence of Planned Transactions no agreement to reacquire stock no financial arrangements for shareholders no unusual disposal of assets

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