On October 18, 2017, Armstrong Auto (“Armstrong”) announced its plan to acquire 80 percent of the outstanding 500,000 shares of Bardeen Electric Corporation’s (“Bardeen”) in a business combination following regulatory approval. Armstrong will account for the transaction in accordance with ASC 805, “Business Combinations.”
On December 1, 2017, Armstrong purchased an 80 percent controlling interest in Bardeen’s outstanding voting shares. On this date, Armstrong paid $40 million in cash and issued one million shares of Armstrong to the selling shareholders of Bardeen. Armstrong’s share price was $26 on the announcement date and $24 on the acquisition date.
Bardeen’s remaining 100,000 shares of had been purchased for $3,000,000 by a small number of original investors. These shares have never been actively traded. Using other valuation techniques (comparable firms, analysis, etc.), Armstrong estimated the fair value of Bardeen’s noncontrolling shares at $16,500,000.
The parties agreed that Armstrong would issue to the selling shareholders an additional one million shares contingent upon the achievement of certain performance goals during the first 24 months following the acquisition. The acquisition-date fair value of the contingent stock issue was estimated at $8 million.
Bardeen has a research and development (R&D) project underway to develop a superconductive electrical/magnetic application. Total costs incurred to date on the project equal $4,400,000. However,
Armstrong estimates that the technology has a fair value of $11 million. Armstrong considers this R&D as in-process because it has not yet reached technological feasibility and additional R&D is needed to bring the project to completion. No assets have been recorded in Bardeen’s financial records for the R&D costs to date.
Bardeen’s other assets and liabilities (at fair values) include the following:
Cash …………………………………………..$ 425,000
Accounts receivable ………………………788,000
Land …………………………………………..3,487,000
Building ……………………………………16,300,000
Machinery ………………………………..39,000,000
Patents ……………………………………….7,000,000
Accounts payable ………………………(1,500,000)
Neither the receivables nor payables involve Armstrong.
Answer the following questions citing relevant support from the ASC and IFRS.
1. What is the total consideration transferred by Armstrong to acquire its 80 percent controlling interest in Bardeen?
2. What values should Armstrong assign to identifiable assets and liabilities as part of the acquisition accounting?
3. What is the acquisition-date value assigned to the 20 percent non controlling interest? What are the non controlling interest valuation alternatives available under IFRS?
4. Under U.S. GAAP, what amount should Armstrong recognize as from the acquisition? What alternative valuations are available for under IFRS?
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