Business Combination Flashcards
(18 cards)
How do you find the Goodwill or Gain from Bargain Purchase?
Price Paid
Less: FVINA
—————–
Goodwill (Gain on Bargain Purchase)
FVINA = Fair Value of Identifiable Net Assets
What type of account is Goodwill?
Asset
What type of account is Gain on Bargain Purchase?
Income
How do you find price paid or total value given up?
Cash Paid
Noncash Assets Transferred (at FV)
Shares issued (at FV)
ELCC (at FV)
Debt Securities Issued (FV)
———————
Price Paid
How do you find FVINA?
BVINA
Less: Overvaluation of Asset
Add: Undervaluation of Asset
Add: Overvaluation of Liability
Less: Undervaluation of Liability
——————————-
FVINA
or
FV of Asset
Less: FV of Liabilities
———————–
FVINA
How do you find Combined Common Stock after acquisition?
Common stock of Acquirer (par value)
Add: Addtl. Common Stock Issued by Acquirer (par value)
————————————-
Combined Common Stock
How do you find combined share premium after acquisition?
Share Premium of Acquirer
Add: Addtl. Share Premium
Less: Stock Issuance Costs
—————————-
Combined Share Premium
How do you find Combined Retained Earnings after acquisition?
Retained Earnings (from Acquirer)
Add: Gain on Bargain Purchase
Less: Acquisition Related Costs
Less: Excess SIC
——————–
Combined RE
How do you find Combined Total Liabilities after acquisition?
Liabilities of Acquirer (at FV)
Liabilities of Acquiree (at BV)
Est. ELCC
Unpaid costs of acquisition
————————————
Combined Total Liabilities
How do you find the Combined Total Assets after acquisition?
Assets of Acquirer (at BV)
Assets of Acquiree (at FV)
Goodwill
Less: All cash paid
————————
Combined total assets
All cash paid: Cash paid, costs related to acquisition, SIC
What are two types of Business Combinations?
- Merger
- Consolidation
What is the difference between merger and consolidation?
Merger: Acquirer survives while acquiree dissolves
Consolidation: Both dissolve and a new one forms
What are two forms of business combination?
- Net asset acquisition
- Stock acquisition
What is the main objective of business combination?
Acquirer obtains control over acquiree.
What method does business combination use?
Acquisition method
How do you find the carrying value of net identifiable assets?
TSHE-Acquiree
Less: Pre-existing Goodwill
—————————
CVNIA
What is the difference between full pfrs and pfrs for SMEs?
FULL PFRS: Acquisition costs are expensed immediately
PFRS for SMES:(1) Direct Costs - included in price paid (2) Indirect Costs - Expensed immediately