3. What is a statutory merger?
4. FASB ASC 805, Business Combinations, provides principles for allocating the fair value of an acquired business. When the collective fair values of the separately identified assets acquired and liabilities assumed exceed the fair value of the consideration transferred, the difference should be:
Problems 11 and 12 relate to the following:
On May 1, Donovan Company reported the following account balances:
On May 1, Beasley paid $400,000 in stock (fair value) for all of the assets and liabilities of Donovan, which will cease to exist as a separate entity. In connection with the merger, Beasley incurred $15,000 in accounts payable for legal and accounting fees.
Beasley also agreed to pay $75,000 to the former owners of Donovan contingent on meeting certain revenue goals during the following year. Beasley estimated the present value of its probability adjusted expected payment for the contingency at $20,000. In determining its offer, Beasley noted the following:
Donovan holds a building with a fair value $30,000 more than its book value.
Donovan has developed unpatented technology appraised at $25,000, although is it not recorded in its financial records.
Donovan has a research and development activity in process with an appraised fair value of $45,000. The project has not yet reached technological feasibility.
Book values for Donovan’s current assets and liabilities approximate fair values.
11.What should Beasley record as total liabilities incurred or assumed in connection with the Donovan merger?
12.How much should Beasley record as total assets acquired in the Donovan merger?