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Mergers-Notes – 2/26/03

A.  Examples – Cost of acquisition < book value

1.  Consolidation a discount purchase: Cost of acquisition < book value

a.  100% ownership example

b.  Purchase by common stock and cash

Investment in S (including fees necessary to acquire the sub)

Cash

Common stock - P

Additional Paid-in Capital - P

c.  Discount is the cost less than book value

i)  Goodwill is excess of fair value of accounts – book value of accounts
ii)  Negative goodwill if fair value < book value
iii)  Negative goodwill is allocated to assets& liabilities of sub
iv) Reduces their values
(1)  Assign to noncurrent assets first
(2)  Leave current assets and liabilities at fair value

d.  The allocation

i)  Get fair value of assets to be adjusted
ii)  Determine amount of negative goodwill to be subtracted from fair value adjustment
iii)  Allocate discount in accord with fair values
iv) Subtract allocation from fair values

e.  First step of consolidation is addition – puts assets & liabilities of S into consolidation

f.  Elimination entries

i)  Removal of book value of investment

Common stock – S

APIC – S

Retained earnings – S

Investment in S (investment discount still remains)

ii)  Removal of rest of investment

Investment in S (eliminates investment discount)

Purchase Discount – P

iii)  Allocation of purchase discount

Adjust Current Assets (S) to Fair

Adjust LT Assets (S) toward Fair

Purchase Discount (leftover discount)

Adjust Liabilities to Fair (S)

Adjust Other LT Assets (S) toward Fair

g.  Result

i)  Old assets & liabilities of P at book
ii)  Acquired current assets and liabilities at fair value
iii)  Acquired LT assets toward fair value

2.  Consolidation a discount purchase: Cost of acquisition < book value

a.  n% ownership example

b.  Purchase by common stock and cash

Investment in S (including fees necessary to acquire the sub)

Cash

Common stock - P

Additional Paid-in Capital - P

c.  Discount is amount less than book value

i)  Discount calculated as

Cost of acquisition – n%(book value of S’s net assets)

(1)  Discount attaches only to acquired interest
(2)  Leaves minority interest at old book value
(3)  Minority interest is not revalued – not part of deal

ii)  Discount is allocated to assets& liabilities of sub

iii)  Brings them to fair value if possible

iv) Goodwill is excess of fair valu of accts – book valu of accts

v)  Negative goodwill if fair value < book value

vi) Negative goodwill is allocated to assets& liabilities of sub

vii)  Reduces their values

(1)  Assign to noncurrent assets first
(2)  Leave current assets and liabilities at fair value

d.  The allocation

i)  Get fair value of assets to be adjusted

ii)  Adjust assets/liabilities toward fair value per ownership %

iii)  Determine amount of negative goodwill to be subtracted from fair value adjustment

iv) Allocate discount in accord with fair values

v)  Subtract allocation from adjustments toward fair values

e.  Elimination entries

i)  Removal of book value of investment

Common stock – S

APIC – S

Retained earnings – S

Investment in S (investment discount still remains)

ii)  Removal of rest of investment

Investment in S (eliminates investment discount)

Purchase Discount - P

iii)  Allocation of purchase discount

Adjust Current Assets (S) to Fair

Adjust LT Assets (S) toward Fair

Purchase Discount (leftover discount)

Adjust Liabilities to Fair (S)

Adjust Other LT Assets (S) toward Fair

f.  Result

i)  Old assets & liabilities of P at book

ii)  Acquired assets and liabilities adjusted toward fair

iii)  No goodwill

g.  Minority ownership position is recognized

i)  Not revalued to fair

ii)  No need to pay minority off & buy out position

iii)  Not a liability

iv) A second permanent source of equity

v)  A permanent partner & drain on profits

B.  Pooling

1.  SFAS 141 – No longer allowed

2.  Considered a combination of equals

3.  Not considered a purchase

4.  Treated as though companies were always combined

5.  No fair value adjustment

6.  Cost of acquisition = book value

7.  No purchase premiums or discounts

8.  No goodwill

9.  Book value usually < Cost of acquisition (at fair value)

10.  Asset values usually less than through purchase

a.  Acquisition entry

Investment in S (at book)

CS – P (par)

APIC – P (plug so that Investment = book value)

RE – P (equals RE in S)

b.  Elimination entry

CS – S

APIC – S

RE - S

Investment in S (at book)

11.  Partial pooling (n%)

Investment in S (at n% of book)

CS – P (par)

APIC – P (plug so that Investment = book value)

RE – P (equals n% RE in S)

a.  Elimination entry

CS – S

APIC – S

RE - S

Investment in S (at n% of book)

Minority Interest in S ((1-n)% of book)

C.  Additional Issues

1.  Dividends of subsidiary unpaid at combination date

a.  Reduces investment in sub

b.  Entry

Dividends receivable

Investment in S

c.  Compensated for by reduced sub’s owners’ equity

2.  Treasury stock held by subsidiary

a.  P’s % position based on outstanding shares at acquisition

b.  Treasury stock meaningless for P

c.  Removed on consolidation

d.  Called constructive retirement

e.  Possible entry

i)  Retirement in excess of issue price

CS-P

APIC-P

RE P

TS-P

ii)  Retirement below issue price

CS-P

APIC-P

TS-P

APIC-from retirement of TS

3.  Goodwill previously recorded by subsidiary

a.  Has a zero fair value

b.  Reduces fair value of assets

c.  Cost of acquisition does not change

d.  Leads to increase in goodwill associated with this consolidation

e.  Possible entry

i)  Exchange of goodwill

Goodwill – P

Goodwill – S

ii)  Decrease purchase discount

Assets

Goodwill - S

4.  Parent and subsidiary with different fiscal years

a.  Difference is <= three months (one quarter)

i)  Use straight consolidation

ii)  Report material events in consolidated statements or notes

b.  Difference is greater than three months

c.  Must prepare new sub statements for consolidation

d.  Company can change fiscal year for sub