dinnul alfian akbar kepemimpinan. 1-1 kepemimpinan: pengantar dinnul alfian akbar

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Dinnul Alfian Akbar Kepemimpinan.

Kepemimpinan: Pengantar

Dinnul Alfian Akbar

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A A business combinationbusiness combination occurs occurs when two or more companies join when two or more companies join

under common control.under common control.

KepemimpinanKepemimpinan Proses pengarahan dan pemberian pengaruh pada kegiatan-kegiatan dari sekelompok anggota yang saling berhubungan

tugasnya

KepemimpinanKepemimpinan

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Types of Business CombinationTypes of Business Combination

AA CompanyAA Company

BB Company


(a) Statutory Merger

Only one of the combining companies survives and the other loses its separate identify.

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BB Company

(b) Statutory Consolidation

CC CompanyCC Company

Both the combining companies are dissolved and the assets and liabilities of both companies are

transferred to a newly created corporation.

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BB Company

(c) Stock Acquisition


BB Company

One company acquires the voting shares of another company and the two

companies continue to operate separately.

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Record as Stock Acquisition

and Operate as Subsidiary.

No

Determining the Type of Business CombinationDetermining the Type of Business Combination

AA Company Invests in BB CompanyAA Company Invests in BB Company

Acquires Net Assets

Acquires Stock

AcquiredAcquiredCompanyCompany

Liquidated?Liquidated?Yes

Record as Statutory Merger

or Statutory Consolidation

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Traditional Business Combination AlternativesTraditional Business Combination Alternatives

AA Company Invests in BB CompanyAA Company Invests in BB Company

Acquired Net Assets

Acquired Stock

Net AssetsRecorded atBook Value

Yes

InvestmentRecorded atBook Value

Yes

InvestmentRecorded atFair Value

No

Net AssetsRecorded atFair Value

NoQualifyas Pooling?

Qualifyas Pooling?

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On January 1, 20X1, Point Corporation purchases all the assets and liabilities of Sharp Company in a

statutory merger by issuing to Sharp 10,000 shares of $10 par value common stock. The shares issued have a total market value of $600,000. Point incurs

legal and appraisal fees of $40,000 (for a total purchase price of $640,000) in connection with the

combination and stock issue costs of $25,000.

Fair value of stock issued $600,000 Stock issue costs -25,000Recorded amount of stock $575,000

Point Corporation IllustrationPoint Corporation Illustration

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Assets, Liabilities, and Equities Book Value Fair Value

Cash and Receivables $ 45,000 $ 45,000Inventory 65,000 75,000Land 40,000 70,000Buildings and Equipment 400,000 350,000Accumulated Depreciation (150,000Patent 80,000Total Assets $400,000 $620,000Current Liabilities $100,000 $110,000Common Stock ($5 par) 100,000Additional Paid-In Capital 50,000Retained Earnings 150,000Total Liabilities and Equities $400,000Fair value of Net Assets $510,000

)

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Cost of Investment$640,000

Fair value of net identifiable assets $510,000

Total differential$340,000

Excess of cost over fair value of net identifiable assets

$130,000

Excess of fair value over book value of net identifiable assets

$210,000Book value of net identifiable assets $300,000


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The $40,000 of other acquisition costs associated with the combination and the $25,000 of stock

issue costs may be recorded in separate temporary “suspense” accounts as incurred:

Deferred Merger Costs 40,000Cash40,000

Record costs related to purchase of Sharp Company.Deferred Stock Issue Costs 25,000

Cash25,000

Record costs related to issuance of common stock.

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Cash and Receivables 45,000Inventory 75,000Land 70,000Buildings and Equipment 350,000Patent 80,000

Current Liabilities 110,000Common Stock 100,000Additional Paid-In Capital 475,000Deferred Merger Costs 40,000Deferred Stock Issue Costs 25,000

Record purchase of Sharp Company.

fair valuefair valuefair valuefair valuefair value

fair valuebook valuefair value

Goodwill 130,000


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Entries Recorded by Acquired CompanyEntries Recorded by Acquired Company

Investment in Point Stock 600,000Current Liabilities 100,000Accumulated Depreciation 150,000

Cash and Receivables45,000Inventory65,000Land40,000Building and Equipment400,000Gain on Sale of Net Assets300,000

Record transfer of assets to Point Corporation.

The fair value of Point Corporation shares is recognized by Sharp at the time of the

exchange, and a gain of $300,000 is recorded.

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Entries Recorded by Acquired CompanyEntries Recorded by Acquired Company

Common Stock 100,000Additional Paid-In Capital 50,000Retained Earnings 150,000Gain on Sale of Net Assets 300,000

Investment in Point Stock600,000

Record distribution of Point Corporation stock.

The distribution of Point Corporation stock is recorded.

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Recording GoodwillRecording Goodwill

Because expenditures for “self-developed” goodwill often are not distinguishable from

current operating costs, such expenditures are required to be expensed as incurred.

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Recording GoodwillRecording GoodwillHowever, when goodwill is purchased

in connection with a business combination, the amount is viewed as

objectively determinable and is capitalized.

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Recording GoodwillRecording GoodwillIn a purchase-type business combination,

the cost of goodwill purchased is measured as the excess of the total

purchase price over the fair value of the net identifiable assets acquired.

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Cost of investment$460,000

Fair value of net identifiable assets $510,000

Total differential$160,000

Excess of fair value of net identifiable assets over cost

$50,000

Book value of net identifiable assets $300,000

Negative GoodwillNegative Goodwill

Excess of fair value over book value of net identifiable assets

$210,000

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Combination Effected through Purchase of StockCombination Effected through Purchase of Stock

Point Corporation exchanges 10,000 shares of its stock with a total market value of $600,000 for all

the shares of Sharp Company in a purchase transaction and incurs and records merger costs of

$40,000 and stock issue costs of $25,000.

Investment in Sharp Stock 640,000Common Stock100,000Additional Paid-In Capital475,000Deferred Merger Costs40,000Deferred Stock Issue Costs25,000

Record purchase of Sharp Company Stock.

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1. The name and a brief description of the acquired company.

2. A statement that purchase treatment has been used.

3. Information on the total cost incurred in making the purchase.

4. The portion of the year for which operating results of the acquired company have been included.

5. Information on any contingent payments or commitments and their accounting treatment.

Disclosure RequirementsDisclosure Requirements

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Operating results as if the acquisition had been made at the start of the period.

When comparative financial statements are presented, operating results for the preceding period as if the acquisition had occurred at the start of that period.

Pro Forma Financial StatementsPro Forma Financial Statements

As a minimum, supplemental

information should be provided to show…

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The FASB has decided to eliminate pooling of interest as

an acceptable method for accounting for business

combinations.

However, an examination of this method is warranted because the

effects of past poolings will affect financial statements for many

years in the future.

Pooling of InterestPooling of Interest

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Pooling of Interest (Point’s Books)Pooling of Interest (Point’s Books)

On January 1, 20X1, in a statutory merger accounted for as a pooling of interests, Point Corporation issued 10,000

shares of its $10 par common stock in exchange for all the assets and liabilities of Sharp Company.

Cash and Receivables 45,000Inventory 65,000Land 40,000Buildings and Equipment 400,000

Accumulated Depreciation 150,000Current Liabilities 100,000Common Stock (Point Corporation) 100,000Additional Paid-In Capital 50,000Retained Earnings 150,000

Record pooling-type merger with Sharp.

Recorded atRecorded atbook valuebook value

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Pooling of Interest (Sharp’s Books)Pooling of Interest (Sharp’s Books)

Investment in Point Stock 300,000Current Liabilities 100,000Accumulated Depreciation 150,000

Cash and Receivables 45,000Inventory 65,000Land 40,000Buildings and Equipment 400,000

Record transfer of assets to Point Corporation.

On January 1, 20X1, in a statutory merger accounted for as a pooling of interests, Point Corporation issued 10,000

shares of its $10 par common stock in exchange for all the assets and liabilities of Sharp Company.

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Pooling of Interest (Sharp’s Books)Pooling of Interest (Sharp’s Books)

The distribution of Point Corporation shares and the liquidation of Sharp are

recorded on Sharp’s books.

Common Stock 100,000Additional Paid-In Capital 50,000Retained Earnings 150,000

Investment in Point Stock 300,000 Record distribution of Point Corporation stock.

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Differences in Total Par ValueDifferences in Total Par Value

Combined Stockholders’ Equity

Capital stock

Additional paid-in capital

Retained earnings

Case 1Case 1

$400,000

$80,000

$370,000

The like stockholders’ equity accounts of the combining companies are summed without adjustment when the total par

values of the shares exchanged are equal.

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Net Assets of Sharp Company 300,000Common Stock 100,000Additional Paid-In Capital 50,000Retained Earnings 150,000


Case 1Case 1

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Capital stock


Retained earnings

Case 2Case 2

$380,000

$100,000

$370,000

When the total par value of the shares issued is less than the par value of the shares

replaced, the difference is reflected as an increase in additional paid-in capital.

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Case 2Case 2

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Capital stock


Retained earnings

Case 3Case 3

$440,000

$40,000

$370,000

When the total par value of the shares issued is greater than the par value of the shares acquired, the difference is reflected as a reduction in additional paid-in capital.

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Case 3Case 3

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Capital stock

Retained earnings

Case 4Case 4

$510,000

$340,000

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Capital stock

Retained earnings

Case 4Case 4

$510,000

$340,000

When Point issues 21,000 shares, the $210,000 par value of the shares issued

exceeds the $100,000 par value of Sharp’s shares retired by enough to eliminate the

combined additional paid-in capital and part of the combined retained earnings.

Par value of Point’s shares issued $210,000 Par value of Sharp’s shares replaced (100,000Increase in total par value $110,000 Additional paid-in capital of Sharp (50,000Additional paid-in capital of Point (30,000Reduction in combined retained earnings $ 30,000

)

))

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Net Assets of Sharp Company 300,000Additional Paid-In Capital 30,000

Common Stock 210,000Retained Earnings 120,000


Case 4Case 4

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Disclosure Requirements--PoolingDisclosure Requirements--Pooling

1. The name and a brief description of the acquired company.

2. A statement that pooling treatment has been used.3. Description and number of shares issued in the

exchange.4. For the separate companies, revenue, extraordinary

items, net income, changes in stockholders’ equity, and the amount and handling of intercompany transactions for the portion of the current period before the date of the combination.

MoreMore

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Disclosure Requirements--PoolingDisclosure Requirements--Pooling5. A description of any adjustments of net assets or

income related to changes in accounting procedures.6. A description of the impact of a change in the fiscal

period of a combining company.7. A reconciliation of revenue and income previously

reported by the stock-issuing company with the restated amounts reported for those periods for the combined company.

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Chapter OneChapter One

The The EndEnd

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