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A business combination is the process of forming a single economic entity by the uniting of two or more organizations under common ownership. The term also refers to the entity that results from this process.
This transaction is labeled a statutory merger if the acquired company transfers its assets and liabilities to the downloader and then legally dissolves as a corporation. Both companies retain their separate legal identities although the common ownership indicates that only a single economic entity exists. Consolidated financial statements represent accounting information gathered from two or more separate companies. This data, although accumulated individually by the organizations, is brought together or consolidated to describe the single economic entity created by the business combination.
Companies that form a business combination will often retain their separate legal identities as well as their individual accounting systems. In such cases, internal financial data continues to be accumulated by each organization. Separate financial reports may be required for outside shareholders a noncontrolling interest , the government, debt holders, etc.
This information may also be utilized in corporate evaluations and other decision making. However, the business combination must periodically produce consolidated financial statements encompassing all of the companies within the single economic entity. The purpose of a worksheet is to organize and structure this process. The worksheet allows for a simulated consolidation to be carried out on a regular, periodic basis without affecting the financial records of the various component companies.
Several situations can occur in which the fair value of the 50, shares being issued might be difficult to ascertain. These examples include: Thus, a quoted figure at any specific point in time may not be an adequate or representative value for long-term accounting purposes. For combinations resulting in complete ownership, the acquisition method allocates the fair value of the consideration transferred to the separately recognized assets acquired and liabilities assumed based on their individual fair values.
The revenues and expenses both current and past of the parent are included within reported figures. However, the revenues and expenses of the subsidiary are consolidated from the date of the acquisition forward within the worksheet consolidation process.
The operations of the subsidiary are only applicable to the business combination if earned subsequent to its creation. In the vast majority of cases the assets acquired and liabilities assumed in a business combination are recorded at their fair values. If the fair value of the consideration transferred including any contingent consideration is less than the total net fair value assigned to the assets acquired and liabilities assumed, then an ordinary gain on bargain download is recognized for the difference.
Shares issued are recorded at fair value as if the stock had been sold and the money obtained used to acquire the subsidiary. The Common Stock account is recorded at the par value of these shares with any excess amount attributed to additional paid-in capital.
Answers to Problems 1. B Consideration transferred fair value D TruData patented technology C TruData common stock before acquisition An intangible asset acquired in a business combination is recognized as an asset apart from goodwill if it arises from contractual or other legal rights regardless of whether those rights are transferable or separable from the acquired enterprise or from other rights and obligations.
If an intangible asset does not arise from contractual or other legal rights, it shall be recognized as an asset apart from goodwill only if it is separable, that is, it is capable of being separated or divided from the acquired enterprise and sold, transferred, licensed, rented, or exchanged regardless of whether there is an intent to do so. An intangible asset that cannot be sold, transferred, licensed, rented, or exchanged individually is considered separable if it can be sold, transferred, licensed, rented, or exchanged with a related contract, asset, or liability.
Chapter 02 - Consolidation Of Financial Information Acquisition date fair values: Investment in Badger value of debt and shares issued , Common Stock par value The stock issue cost is a reduction in additional paid-in capital. Professional Services Expense Net income adjusted for professional services expense. The figures earned by the subsidiary prior to the takeover are not included Consolidated Cash , , , Accounts receivable 1,, , 2,, Inventory 1,, , 1,, Investment in Kennedy 3,, S 2,, A , Buildings net 6,, 2,, A , 8,, Licensing agreements 3,, A , 2,, Goodwill , A , , Total assets 13,, 5,, 16,, Accounts payable , , , Long-term debt 3,, 2,, 6,, Common stock 3,, 1,, S 1,, 3,, Additional paid-in cap.
Prior to preparing a consolidation worksheet, Marshall records the three transactions that occurred to create the business combination. Investment in Tucker To record payment of stock issuance costs 12, 12, Marshall's trial balance is adjusted for these transactions as shown in the worksheet that follows. Consideration transferred at fair value Add the two book values.
Add the two book values plus the fair value adjustment. Summation of the above individual figures. Add the two book values plus the debt incurred by the parent in acquiring the subsidiary. The parent's book value after stock issue to acquire the subsidiary.
The parent's book value after the stock issue to acquire the subsidiary less the stock issue costs. Summation of the above figures. All rights reserved.
No reproduction or distribution without the prior written consent of McGraw-Hill Education. No reproduction or distribution without the prior written consent of McGraw- Hill Education. Goodwill A 55, 55, Total assets 1,, , 1,, Accounts payable 88, 25, , Notes payable , 60, A 5, , Common stock Additional paid-in capital , , , 25, S , S 25, , , Retained earnings Total liabilities and equities , 1,, , , S , , , , 1,, Prepare a consolidated balance sheet Consideration transferred at fair value Problem Because this basis exceeds the amount paid, Allerton recognizes a gain on bargain download.
This is an exception to the general rule of using the fair value of the consideration transferred as the basis for recording the combination. Part h. Stock issue costs reduce additional paid-in capital. In a business combination, direct acquisition costs such as fees paid to investment banks for arranging the transaction are recognized as expenses. Revenues and expenses of the subsidiary from the period prior to the combination are omitted from the consolidated totals.
Only the operational figures for the subsidiary after the download are applicable to the business combination. The previous owners earned any previous profits. This amount indicates a bargain download calculated as follows: Also, use worksheet to derive consolidated totals.
In accounting for the combination of NewTune and On-the-Go, the fair value of the acquisition is allocated to each identifiable asset and liability acquired with any remaining excess attributed to goodwill.
Problem 31 continued: Post-Combination Balance Sheet: Because On-the-Go continues as a separate legal entity, NewTune first records the acquisition as an investment in the shares of On-the-Go. Journal entries: On-the-Go Co. Debit Credit Totals Cash 35, 29, 64, Receivables , 65, A 2, , Investment in On-the-Go , S , A , Trademarks , 95, A , , Record music catalog , 60, A , 1,, Research and development asset A , , Equipment , , , Goodwill A 27, 27, Totals 2,, , 2,, Accounts payable , 34, , Notes payable , 50, A 5, , Common stock , 50, S 50, , Additional paid-in capital , 30, S 30, , Retained earnings , , S , , Totals 2,, , , , 2,, Note: The accounts of NewTune have already been adjusted for the first three journal entries indicated in the answer to Part b.
The consolidation entries are designed to: The consolidated balance sheets in parts a.