1. Business Combinations
Chapter 1

2. Understand the economic motivations underlying business combinations.
Learning Objective 1
Understand the economic
motivations underlying
business combinations.

3. Business Combinations
A business combination occurs when
two or more separate businesses join
into a single accounting entity.

4. Reasons for Business Combinations
Cost advantage
Lower risk
Fewer operating delays
Avoidance of takeovers
Acquisition of intangible assets
Other reasons

5. Learn about the alternative forms of business combinations,
Learning Objective 2
Learn about the alternative
forms of business combinations,
from both the legal and
accounting perspectives.

6. The Legal Form of Business Combinations
Acquisitions
Merger
Consolidation

7. The Legal Form of Business Combinations
Merger

8. The Legal Form of Business Combinations
Consolidation

9. The Accounting Concept of Business Combinations
The concept emphasizes the creation of a
single entity and the independence of the
combining companies before their union.
Dissolution of the legal entity is not
necessary within the accounting concept.

10. The Accounting Concept of Business Combinations
Single management

11. The Accounting Concept of Business Combinations
One or more corporations become subsidiaries.
One company transfers its net assets to another.
Each company transfers its net assets
to a newly formed corporation.

12. Background on Accounting for Business Combinations
Much of the controversy concerning accounting
requirements for business combinations historically
involved the pooling of interest method.
ARB No. 40 introduced an alternative method:
the purchase method.

13. Background on Accounting for Business Combinations
Until 2001, accounting requirements for business
combinations were found in APB Opinion No. 16.
APB No. 16 recognized both the pooling
and purchase methods.

14. Background on Accounting for Business Combinations
FASB Statement No. 141 eliminated the
pooling of interest method for transactions
initiated after June 30, 2001.
Combinations initiated after this date
must use the purchase method.
Prior combinations will be grandfathered.

15. Understand alternative approaches to the financing
Learning Objective 3
Understand alternative
approaches to the financing
of mergers and acquisitions.

16. Pooling Method Pooling uses historical book values to record
combinations rather than recognizing fair
values of net assets at the transaction date.
Most of the detailed issues related to poolings
concern the original recording of the combination.

17. Purchase Method Purchase accounting requires the recording
of assets acquired and liabilities assumed at
their fair values at the date of combination.

18. Introduce concepts of accounting for business combinations
Learning Objective 4
Introduce concepts of accounting
for business combinations
emphasizing the purchase method.

19. Accounting for Business Combinations Under the Purchase Method
Poppy Corporation issues 100,000 shares of
$10 par common stock for the net assets of
Sunny Corporation in a purchase combination
on July 1, 2003.
The market price of Poppy is $16 per share

20. Accounting for Business Combinations Under the Purchase Method
Additional direct costs:
SEC fees $ 5,000
Accounting fees $10,000
Printing and issuing $25,000
Finder and consulting $80,000
How is the issuance recorded?

21. Accounting for Business Combinations Under the Purchase Method
Investment in Sunny 1,600,000
Common Stock, $10 par 1,000,000
Additional Paid-in Capital ,000
To record issuance of 100,000 shares of $10 par
common stock with a market value of $16 per share
in a purchase business combination with Sunny.
How are the additional direct costs recorded?

22. Accounting for Business Combinations Under the Purchase Method
Investment in Sunny 80,000
Additional Paid-in Capital 40,000
Cash (other assets) ,000
To record additional direct costs of combining
with Sunny: $80,000 finder’s and consultants’
fees and $40,000 for registering and issuing
equity securities.

23. Accounting for Business Combinations Under the Purchase Method
The total cost to Poppy of acquiring
Sunny is $1,680,000.
This is the amount entered into the
investment in the Sunny account.
What is goodwill?

24. Goodwill Goodwill is an intangible asset that arises
when the purchase price to acquire a
subsidiary company is greater than
the sum of the market value of the
subsidiary’s assets minus liabilities.

25. allocations in a purchase
Learning Objective 5
See how firms make cost
allocations in a purchase
method combination.

26. Cost Allocation in a Purchase Business Combination
Determine the fair values of all identifiable
tangible and intangible assets acquired
and liabilities assumed.
FASB Statement No. 141 provides guidelines
for assigning amounts to specific categories
of assets and liabilities.

27. Cost Allocation in a Purchase Business Combination
No value is assigned to goodwill recorded
on the books of an acquired subsidiary.
Why?
Such goodwill is an unidentifiable asset.
Goodwill resulting from the
combination is valued directly.

28. Recognition and Measurement of Intangible Assets Other than Goodwill
Separability
criterion
Contractual-
legal criterion
Recognizable intangibles

29. Contingent Consideration in a Purchase Business Combination
Contingent consideration that is determinable
at the date of acquisition is recorded as
part of the cost of combination.
Future earnings
level
Security prices

30. Cost and Fair Value Compared
Investment cost
Total fair value of
identifiable assets
less liabilities
With

31. Cost and Fair Value Compared
Investment cost
Net fair value
> If
Allocate to
Identifiable net
assets according
to their fair value 1
Goodwill 2

32. Illustration of a Purchase Combination
Pitt Corporation acquires the net assets of
Seed Company on December 27, 2003.
Pitt
Seed

33. Illustration of a Purchase Combination
Book
Value
Fair
Value
Assets
Cash $ $
Net receivables
Inventories
Land
Buildings, net
Equipment, net
Patents
Total assets $1,000 $1,440

34. Illustration of a Purchase Combination
Book
Value
Fair
Value
Liabilities
Accounts payable $ $
Notes payable
Other liabilities
Total liabilities $ $ 240
Net assets $ $1,200

35. Illustration of a Purchase Combination
Goodwill
Pitt pays $400,000 cash and issues 50,000
shares of Pitt Corporation $10 par common
stock with a market value of $20 per share.
50,000 × $10 = $500,000

36. Illustration of a Purchase Combination
Investment in Seed 1,400,000
Cash ,000
Common Stock ,000
Additional Paid-in Capital ,000
To record issuance of 50,000 shares of $10 par
common stock plus $400,000 cash in a purchase
business combination with Seed Company

37. Illustration of a Purchase Combination
Debit
Credit
Cash
Net receivable 140
Inventories 250
Land
Buildings, net 500
Equipment, net 350
Patents
Accounts payable
Notes payable
Other liabilities
Investment in
Seed Company 1,400
$1640 – 1,440 = 200
Goodwill

38. Illustration of a Purchase Combination
Negative Goodwill
Pitt issues 40,000 shares of its $10 par common
stock with a market value of $20 per share and
also gives a 10%, five-year note payable for
$200,000 for the net assets of Seed Company.
40,000 × $10 = $400,000

39. Illustration of a Purchase Combination
Investment in Seed 1,000,000
Common Stock ,000
Additional Paid-in Capital ,000
10% Note Payable ,000
To record issuance of 40,000 shares of $10 par
common stock plus $200,000, 10% note in a
purchase business combination with Seed Company

40. Illustration of a Purchase Combination
Debit
Credit
Cash
Net receivable 140
Inventories 250
Land
Buildings, net 400
Equipment, net 280
Patents
Accounts payable
Notes payable
Other liabilities
Investment in
Seed Company 1,000

41. Illustration of a Purchase Combination
$1,200,000 fair value is greater than $1,000,000
purchase price by $200,000.
Amounts assignable to assets are reduced by 20%.

42. The Goodwill Controversy
Under FASB Statement No. 142, goodwill is no
longer amortized for financial reporting purposes.
– income tax controversies
– international accounting issues

43. The Goodwill Controversy
Under FASB Statements No. 141 and No. 142,
the FASB requires that firms periodically assess
goodwill for impairment of its value.
An impairment occurs when the recorded value
of goodwill is less than its fair value.

44. Recognizing and Measuring Impairment Losses
Step One
Compare
Carrying values
Fair values

45. Cost and Fair Value Compared
Carrying amount
< If
Step Two
Measurement of the
impairment loss

46. Amortization versus Nonamortization
Firms must amortize intangible assets with
a finite useful life over that life.
Firms will not amortize intangible assets with an
indefinite useful life that cannot be estimated.

47. End of Chapter 1