Food for Thought
Food for Thought
Allfoods Corp. (Allfoods) is a calendar year-end company. On February 1, 2009, Allfoods announced that it was acquiring 80 percent of the outstanding common stock of Baked Beans Corp. (Baked Beans) in a business combination. On the acquisition date, Allfoods paid $40 million in cash and issued two million shares of Allfoods common stock to the selling shareholders of Baked Beans. All of the outstanding stock options granted to employees of Baked Beans will be replaced with Allfoods stock options as required by the merger agreement. Allfoods is accounting for the transaction in accordance with ASC 805, Business Combinations.
1. Determining Consideration Transferred
On August 1, 2009, Allfoods acquired Baked Beans. The Allfoods share price was $30 on the announcement date and $35 on the acquisition date. The parties agreed that Allfoods would issue the selling shareholders an additional one million shares if Baked Beans revenues for the 12-month period after the acquisition were at least $150 million. The fair value of the contingent consideration was determined to be $20 million as of the acquisition date. The value of the replacement stock option awards attributable to precombination services is $5 million, and the portion that relates to postcombination services is $7 million. Allfoods incurred $4 million of acquisition related costs.
2. Fair Value of Assets Acquired and Liabilities Assumed
Baked Beans owns a manufacturing facility in Chino, California. The facility is comprised of land, two buildings, and machinery. There are no other significant assets located at this facility. The land could be rezoned into a residential subdivision for a nominal fee and management has determined that the fair value of the underlying land as residential property would be $30 million, after considering costs necessary to prepare it for use as residential lots (i.e., demolition costs of the building, net
Allfoods Corp. (Allfoods) is a calendar year-end company. On February 1, 2009, Allfoods announced that it was acquiring 80 percent of the outstanding common stock of Baked Beans Corp. (Baked Beans) in a business combination. On the acquisition date, Allfoods paid $40 million in cash and issued two million shares of Allfoods common stock to the selling shareholders of Baked Beans. All of the outstanding stock options granted to employees of Baked Beans will be replaced with Allfoods stock options as required by the merger agreement. Allfoods is accounting for the transaction in accordance with ASC 805, Business Combinations.
1. Determining Consideration Transferred
On August 1, 2009, Allfoods acquired Baked Beans. The Allfoods share price was $30 on the announcement date and $35 on the acquisition date. The parties agreed that Allfoods would issue the selling shareholders an additional one million shares if Baked Beans revenues for the 12-month period after the acquisition were at least $150 million. The fair value of the contingent consideration was determined to be $20 million as of the acquisition date. The value of the replacement stock option awards attributable to precombination services is $5 million, and the portion that relates to postcombination services is $7 million. Allfoods incurred $4 million of acquisition related costs.
2. Fair Value of Assets Acquired and Liabilities Assumed
Baked Beans owns a manufacturing facility in Chino, California. The facility is comprised of land, two buildings, and machinery. There are no other significant assets located at this facility. The land could be rezoned into a residential subdivision for a nominal fee and management has determined that the fair value of the underlying land as residential property would be $30 million, after considering costs necessary to prepare it for use as residential lots (i.e., demolition costs of the building, net