Slide 2 1 2 Accounting for Business Combinations

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2 Accounting for Business Combinations Advanced Accounting, Fourth Edition Slide 2 -2

Learning Objectives 1. Describe the major changes in the accounting for business combinations passed by the FASB in December 2007, and the reasons for those changes. 2. Describe the two major changes in the accounting for business combinations approved by the FASB in 2001, as well as the reasons for those changes. 3. Discuss the goodwill impairment test described in SFAS No. 142 [ASC 350– 20– 35], including its frequency, the steps laid out in the new standard, and some of the likely implementation problems. 4. Explain how acquisition expenses are reported. 5. Describe the use of pro forma statements in business combinations. 6. Describe the valuation of assets, including goodwill, and liabilities acquired in a business combination accounted for by the acquisition method. 7. Explain how contingent consideration affects the valuation of assets acquired in a business combination accounted for by the acquisition method. 8. Describe a leveraged buyout. 9. Describe the disclosure requirements according to SFAS No. 141 R [ASC 805– 10– 50], “Business Combinations, ” related to each business combination that takes place during a given year. 10. Describe at least one of the differences between U. S. GAAP and IFRS related to the accounting for business combinations. Slide 2 -3

Historical Perspective on Business Combinations What’s New? Issued on December 2007 SFAS No. 141 R [ASC 805], “Business Combinations, ” would replace FASB Statement No. 141. Continues to support the use of a single method. Uses the term “acquisition method” rather than “purchase method. ” The acquired business should be recognized at its fair value on the acquisition date rather than its cost, regardless of whether the acquirer purchases all or only a controlling percentage. Slide 2 -4 LO 1 FASB’s two major changes for business combinations.

Historical Perspective on Business Combinations What’s New? Issued on December 2007 [ASC 810], “Noncontrolling Interests In Consolidated Financial Statements, ” will replace Accounting Research Bulletin (ARB) No. 51. Establishes standards for the reporting of the noncontrolling interest when the acquirer obtains control without purchasing 100% of the acquiree. Additional discussion in Chapter 3. Slide 2 -5 LO 1 FASB’s two major changes for business combinations.

Historical Perspective on Business Combinations Historically, Historically two methods permitted: purchase and pooling of interests. Pronouncements in June 2001: 1. SFAS No. 141, “Business Combinations, ” - pooling method is prohibited for business combinations initiated after June 30, 2001. 2. SFAS No. 142, “Goodwill and Other Intangible Assets, ” Goodwill acquired in a business combination after June 30, 2001, should not be amortized. Slide 2 -6 LO 2 FASB’s two major changes of 2001.

Perspective on Business Combinations Goodwill Impairment Test SFAS No. 142 [ASC 350 -20 -35] requires impairment be tested annually. All goodwill must be assigned to a reporting unit. Impairment should be tested in a two-step process. Step 1: If fair value is less than the carrying amount of the net assets (including goodwill), then perform a second step to determine possible impairment. Step 2: Determine the fair value of the goodwill (implied value of goodwill) and compare to carrying amount. Slide 2 -7 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Slide 2 -8 LO 3

Perspective on Business Combinations E 2 -10: On January 1, 2010, Porsche Company acquired the net assets of Saab Company for $450, 000 cash. The fair value of Saab’s identifiable net assets was $375, 000 on this date. Porsche Company decided to measure goodwill impairment using the present value of future cash flows to estimate the fair value of the reporting unit (Saab). The information for these subsequent years is as follows: * Slide 2 -9 * Not including goodwill LO 3 Goodwill impairment assessment.

Perspective on Business Combinations E 2 -10: On January 1, 2010, the acquisition date, what was the amount of goodwill acquired, if any? Acquisition price $450, 000 Fair value of identifiable net assets Recorded value of Goodwill Slide 2 -10 375, 000 $ 75, 000 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations E 2 -10: Part A&B: For each year determine the amount of goodwill impairment, if any, and prepare the journal entry needed each year to record the goodwill impairment (if any). Step 1 - 2011 Fair value of reporting unit $400, 000 Carrying value of unit: Carrying value of identifiable net assets Carrying value of goodwill 330, 000 75, 000 Total carrying value of unit 405, 000 Excess of carrying value over fair value $ 5, 000 Excess of carrying value over fair value means step 2 is required. Slide 2 -11 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations E 2 -10: Part A&B (continued) Step 2 - 2011 Fair value of reporting unit $400, 000 Fair value of identifiable net assets 340, 000 Implied value of goodwill 60, 000 Carrying value of goodwill 75, 000 Impairment loss Journal Entry Slide 2 -12 Impairment loss Goodwill $ 15, 000 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations E 2 -10: Part A&B (continued) Step 1 - 2012 Fair value of reporting unit $400, 000 Carrying value of unit: Carrying value of identifiable net assets Carrying value of goodwill 320, 000 60, 000 * Total carrying value of unit Excess of fair value over carrying value 380, 000 $ 20, 000 Excess of fair value over carrying value means step 2 is not required. * $75, 000 (original goodwill) – $15, 000 (prior year impairment) Slide 2 -13 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations E 2 -10: Part A&B (continued) Step 1 - 2013 Fair value of reporting unit $350, 000 Carrying value of unit: Carrying value of identifiable net assets Carrying value of goodwill 300, 000 60, 000 * Total carrying value of unit Excess of carrying value over fair value 360, 000 $ 10, 000 Excess of carrying value over fair value means step 2 is required. * $75, 000 (original goodwill) – $15, 000 (prior year impairment) Slide 2 -14 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations E 2 -10: Part A&B (continued) Step 2 - 2013 Fair value of reporting unit $350, 000 Fair value of identifiable net assets 325, 000 Implied value of goodwill 25, 000 Carrying value of goodwill 60, 000 Impairment loss Journal Entry Slide 2 -15 Impairment loss Goodwill $ 35, 000 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Review Question The first step in determining goodwill impairment involves comparing the a. implied value of a reporting unit to its carrying amount (goodwill excluded). b. fair value of a reporting unit to its carrying amount (goodwill excluded). c. implied value of a reporting unit to its carrying amount (goodwill included). d. fair value of a reporting unit to its carrying amount (goodwill included). Slide 2 -16 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Disclosures Mandated by FASB SFAS No. 141 R [ASC 805] requires: 1. Total amount of acquired goodwill and the amount expected to be deductible for tax purposes. 2. Amount of goodwill by reporting segment (in accordance with SFAS No. 131 [ASC 280], “Disclosures about Segments of an Enterprise and Related Information”), unless not practicable. Slide 2 -17 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Disclosures Mandated by FASB SFAS No. 142 [ASC 350 -20 -45] specifies the presentation of goodwill (if impairment occurs): a. Aggregate amount of goodwill should be a separate line item in the balance sheet. b. Aggregate amount of losses from goodwill impairment should be a separate line item in the operating section of the income statement. Slide 2 -18 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Disclosures Mandated by FASB When an impairment loss occurs, SFAS No. 142 [ASC 350 -20 -50 -2] mandates note disclosure: 1. Description of facts and circumstances leading to the impairment. 2. Amount of impairment loss and method of determining the fair value of the reporting unit. 3. Nature and amounts of any adjustments made to impairment estimates from earlier periods, if significant. Slide 2 -19 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Other Required Disclosures SFAS No. 141 R [ASC 805 -10 -50 -2] states that disclosure should include: The name and a description of the acquiree. The acquisition date. The percentage of voting equity instruments acquired. The primary reasons for the business combination, including a description of the factors that contributed to the recognition of goodwill. Slide 2 -20 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Other Required Disclosures SFAS No. 141 R [para. 805 -10 -50 -2] states that disclosure should include: The fair value of the acquiree and the basis for measuring that value on the acquisition date. The fair value of the consideration transferred. The amounts recognized at the acquisition date for each major class of assets acquired and liabilities assumed. The maximum potential amount of future payments the acquirer could be required to make. Slide 2 -21 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Other Intangible Assets Acquired intangible assets other than goodwill: Limited useful life Ø Should be amortized over its useful economic life. Ø Should be reviewed for impairment. Indefinite life Ø Should not be amortized. Ø Should be tested annually (minimum) for impairment. Slide 2 -22 LO 3 Goodwill impairment assessment.

Perspective on Business Combinations Treatment of Acquisition Expenses The Exposure Draft requires that: both direct and indirect costs be expensed. the cost of issuing securities also be excluded from the consideration. Security issuance costs are assigned to the valuation of the security, thus reducing the additional contributed capital for stock issues or adjusting the premium or discount on bond issues. Slide 2 -23 LO 4 Reporting acquisition expenses.

Perspective on Business Combinations Acquisition Costs—an Illustration Suppose that SMC Company acquires 100% of the net assets of Bee Company (net book value of $100, 000) by issuing shares of common stock with a fair value of $120, 000. With respect to the merger, SMC incurred $1, 500 of accounting and consulting costs and $3, 000 of stock issue costs. SMC maintains a mergers department that incurred a monthly cost of $2, 000. Prepare the journal entry to record these direct and indirect costs. Professional Fees Expense (Direct) Merger Department Expense (Indirect) Other Contributed Capital (Security Issue Costs) Cash Slide 2 -24 1, 500 2, 000 3, 000 6, 500 LO 4 Reporting acquisition expenses.

Pro Forma Statements and Disclosure Requirement Pro forma statements serve two functions in relation to business combinations: 1) to provide information in the planning stages of the combination and 2) to disclose relevant information subsequent to the combination. Slide 2 -25 LO 5 Use of pro forma statements.

Pro Forma Statements and Disclosure Requirement P Company Pro Forma Balance Sheet Giving Effect to Proposed Issue of Common Stock for All the Net Assets of S Company January 1, 2009 Slide 2 -26 Illustration 2 -1 LO 5 Use of pro forma statements.

Pro Forma Statements and Disclosure Requirement If a material business combination occurred, notes to financial statements should include on a pro forma basis: 1. Results of operations for the current year as though the companies had combined at the beginning of the year. 2. Results of operations for the immediately preceding period as though the companies had combined at the beginning of that period if comparative financial statements are presented. Slide 2 -27 LO 5 Use of pro forma statements.

Explanation and Illustration of Acquisition Accounting Four steps in the accounting for a business combination: 1. Identify the acquirer. 2. Determine the acquisition date. 3. Measure the fair value of the acquiree. 4. Measure and recognize the assets acquired and liabilities assumed. Slide 2 -28 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting Value of Assets and Liabilities Acquired Ø Identifiable assets acquired (including intangibles other than goodwill) and liabilities assumed should be recorded at their fair values at the date of acquisition. Ø Any excess of total cost over the fair value amounts assigned to identifiable assets and liabilities is recorded as goodwill. Ø SFAS No. 141 R [ASC 805 -20], states in-process R&D is measured and recorded at fair value as an asset on the acquisition date. Slide 2 -29 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting E 2 -1: Preston Company acquired the assets (except for cash) and assumed the liabilities of Saville Company. Immediately prior to the acquisition, Saville Company’s balance sheet was as follows: Any Goodwill? Slide 2 -30 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting E 2 -1: Preston Company acquired the assets (except for cash) and assumed the liabilities of Saville Company. Immediately prior to the acquisition, Saville Company’s balance sheet was as follows: Fair value of assets, without cash $1, 824, 000 Slide 2 -31 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting E 2 -1: A. Prepare the journal entry on the books of Preston Co. to record the purchase of the assets and assumption of the liabilities of Saville Co. if the amount paid was $1, 560, 000 in cash. Calculation of Goodwill Fair value of assets, without cash Fair value of liabilities Fair value of net assets 1, 230, 000 Price paid 1, 560, 000 Goodwill Slide 2 -32 $1, 824, 000 594, 000 $ 330, 000 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting E 2 -1: A. Prepare the journal entry on the books of Preston Co. to record the purchase of the assets and assumption of the liabilities of Saville Co. if the amount paid was $1, 560, 000 in cash. Receivables Inventory 228, 000 396, 000 Plant and equipment 540, 000 Land 660, 000 Goodwill 330, 000 Liabilities Cash Slide 2 -33 594, 000 1, 560, 000 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting Bargain Purchase When the fair values of identifiable net assets (assets less liabilities) exceeds the total cost of the acquired company, the acquisition is a bargain. In the past, FASB required that most long-lived assets be written down on a pro rata basis before recognizing a gain. Current standards require: Ø fair values be reconsidered and adjustments made as needed. Ø any excess of acquisition-date fair value of net assets over the consideration paid is recognized in income. Slide 2 -34 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting Bargain Acquisition Illustration When the price paid to acquire another firm is lower than the fair value of identifiable net assets (assets minus liabilities), the acquisition is referred to as a bargain. Under SFAS No. 141 R: Any previously recorded goodwill on the seller’s books is eliminated (and no new goodwill recorded). An ordinary gain is recorded to the extent that the fair value of net assets exceeds the consideration paid. Slide 2 -35 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting E 2 -1: B. Repeat the requirement in (A) assuming that the amount paid was $990, 000. Calculation of Goodwill or Bargain Purchase Fair value of assets, without cash Fair value of liabilities Fair value of net assets Price paid 1, 230, 000 990, 000 Bargain purchase Slide 2 -36 $1, 824, 000 594, 000 $ 240, 000 LO 6 Valuation of acquired assets and liabilities assumed.

Explanation and Illustration of Acquisition Accounting E 2 -1: B. Repeat the requirement in (A) assuming that the amount paid was $990, 000. Slide 2 -37 Receivables Inventory 228, 000 396, 000 Plant and equipment 540, 000 Land 660, 000 Liabilities 594, 000 Cash 990, 000 Gain on acquisition 240, 000 LO 6 Valuation of acquired assets and liabilities assumed.

Contingent Consideration in an Acquisition Purchase agreements may provide that the purchasing company will give additional consideration to the seller if certain future events or transactions occur. The contingency may require Ø the payment of cash (or other assets) or Ø the issuance of additional securities. SFAS No. 141 R [ASC 450] requires that all contractual contingencies, as well as non-contractual liabilities for which it is more likely than not that an asset or liability exists, be measured and recognized at fair value on the acquisition date. Slide 2 -38 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Illustration: P Company acquired all the net assets of S Company in exchange for P Company’s common stock. P Company also agreed to pay an additional $150, 000 to the former stockholders of S Company if the average post-combination earnings over the next two years equaled or exceeded $800, 000. Assume that the contingency is expected to be met, and goodwill was recorded in the original acquisition transaction. To complete the recording of the acquisition, P Company will make the following entry: Goodwill 150, 000 Liability for Contingent Consideration Slide 2 -39 150, 000 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Illustration: Assuming that the target is met, P Company will make the following entry: Liability for Contingent Consideration 150, 000 Cash 150, 000 On the other hand, assume that the target is not met. The adjustment will flow through the income statement in the subsequent period, as follows: Liability for Contingent Consideration Income from Change in Estimate Slide 2 -40 150, 000 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Illustration: P Company acquired all the net assets of S Company in exchange for P Company’s common stock. P Company also agreed to issue additional shares of common stock to the former stockholders of S Company if the average postcombination earnings over the next two years equalled or exceeded $800, 000. Assume that the contingency is expected to be met, and goodwill was recorded in the original acquisition transaction. Based on the information available at the acquisition date, the additional 10, 000 shares (par value of $1 per share) expected to be issued are valued at $150, 000. To complete the recording of the acquisition, P Company will make the following entry: Goodwill 150, 000 Paid-in-Capital for Contingent Consideration Slide 2 -41 150, 000 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Illustration: Assuming that the target is met, but the stock price has increased from $15 per share to $18 per share at the time of issuance, P Company will not adjust the original amount recorded as equity. Thus, P Company will make the following entry Paid-in-Capital for Contingent Consideration Common Stock ($1 par) Paid-in-Capital in Excess of Par Slide 2 -42 150, 000 140, 000 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Adjustments During the Measurement Period SFAS No. 141 R [ASC 805– 10– 25] defines the measurement period as the period after the initial acquisition date during which the acquirer may adjust the provisional amounts recognized at the acquisition date. The measurement period ends as soon as the acquirer has the needed information about facts and circumstances, not to exceed one year from the acquisition date. Slide 2 -43 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Contingency Based on Outcome of a Lawsuit Consideration contingently issuable may depend on both Ø future earnings and Ø future security prices. In such cases, an additional cost of the acquired company should be recorded for all additional consideration contingent on future events, based on the best available information and estimates at the acquisition date (as adjusted by the end of the measurement period). Slide 2 -44 LO 7 Contingent consideration and valuation of assets.

Contingent Consideration in an Acquisition Review Question Which of the following statements best describes the current authoritative position with regard to accounting for contingent consideration? a. If contingent consideration depends on both future earnings and future security prices, an additional cost of the acquired company should be recorded only for the portion of consideration dependent on future earnings. b. The measurement period for adjusting provisional amounts always ends at the year-end of the period in which the acquisition occurred. c. A contingency based on security prices has no effect on the determination of cost to the acquiring company. d. The purpose of the measurement period is to provide a reasonable time to obtain the information necessary to identify and measure the fair value of the acquiree’s assets and liabilities, as well as the fair value of the consideration transferred. Slide 2 -45 LO 7 Contingent consideration and valuation of assets.

Leveraged Buyouts A leveraged buyout (LBO) occurs when a group of employees (generally a management group) and third-party investors create a new company to acquire all the outstanding common shares of their employer company. Ø The management group contributes the stock they hold to the new corporation and borrows sufficient funds to acquire the remainder of the common stock. Ø The old corporation is merged into the new corporation. Ø Leveraged buyout (LBO) transactions are to be viewed as business combinations. Slide 2 -46 LO 8 Leverage buyouts.

IFRS Versus U. S. GAAP The project on business combinations Ø Was the first of several joint projects undertaken by the FASB and the IASB. Ø Complete convergence has not yet occurred. Ø International standards currently allow a choice between ü writing all assets, including goodwill, up fully (100% including the noncontrolling share), as required now under U. S. GAAP, or ü continuing to write goodwill up only to the extent of the parent’s percentage of ownership. Slide 2 -47 LO 10 Differences between U. S. GAAP and IFRS.

IFRS Versus U. S. GAAP Other differences and similarities: Slide 2 -48 LO 10 Differences between U. S. GAAP and IFRS.

IFRS Versus U. S. GAAP Other differences and similarities: Slide 2 -49 LO 10 Differences between U. S. GAAP and IFRS.

IFRS Versus U. S. GAAP Other differences and similarities: Slide 2 -50 LO 10 Differences between U. S. GAAP and IFRS.

IFRS Versus U. S. GAAP Other differences and similarities: Slide 2 -51 LO 10 Differences between U. S. GAAP and IFRS.

IFRS Versus U. S. GAAP Other differences and similarities: Slide 2 -52 LO 10 Differences between U. S. GAAP and IFRS.

Deferred Taxes in Business Combinations To the extent that the seller accepts APPENDIX A common stock rather than cash or debt in exchange for the assets, the sellers may not have to pay taxes until a later date when the shares accepted are sold. When the acquirer has inherited the book values of the assets for tax purposes but has recorded market values for reporting purposes, a deferred tax liability needs to be recognized. Slide 2 -53

Deferred Taxes in Business Combinations Illustration: Taxaware Company has net assets totaling $700, 000 (market value), including fixed assets with a market value of $200, 000 and a book value of $140, 000. The book values of all other assets approximate market values. Taxaware Company is acquired by Blinko in a combination that qualifies as a nontaxable exchange for Taxaware shareholders. Blinko issues common stock valued at $800, 000 (par value $150, 000). First, if we disregard tax effects, the entry to record the acquisition would be: Assets Goodwill Common Stock Additional Contributed Capital Slide 2 -54 700, 000 150, 000 650, 000

Deferred Taxes in Business Combinations Illustration: Now consider tax effects, assuming a 30% tax rate. First, the excess of market value over book value of the fixed assets creates a deferred tax liability because the excess depreciation is not tax deductible. Thus, the deferred tax liability associated with the fixed assets equals 30% $60, 000 (the difference between market and book values), or $18, 000. The inclusion of deferred taxes would increase goodwill by $18, 000 to a total of $118, 000. The entry to include goodwill is as follow: Slide 2 -55 Assets Goodwill Deferred Tax Liability Common Stock Additional Contributed Capital 700, 000 118, 000 150, 000 650, 000

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