Definition of a Business
Fuzzy Dice, Inc. manufactures and distribute novelty items. Fuzzy is having a great demand on their products and are holding a large amount of cash on its balance sheet. In the same area are other manufacturing companies, among them Tiny Toys LLC, a children’s toy manufacturer. Tiny has been having financial troubles and recently filed for Chapter 11 bankruptcy protection. Fuzzy is interested in Tiny’s manufacturing facility, location and capabilities. Tiny’s manufacturing equipment is operational; they don’t have any goodwill, but have some intangible assets. Since, Fuzzy is holding so much cash they decided to buy Tiny’s and are in the final stages of the transaction. The Company is not certain in how to use Tiny’s facilities. They will either: a. continue to use the facility to manufacture toys or b. renovate the factory in order to expand their current operations.
Fuzzy is having trouble determining how they should record the transaction. There are three scenarios: -Operate the factory in its current capacity to manufacture toys. -Refurbish the factory to manufacture novelty items.
-Structure the acquisition through its French subsidiary, which issues stand-alone financial statements under IFRS. For each scenario they should determine if they would record the transaction as an acquisition of a business or acquisition of an asset.
Asset acquisition: The purchase of a company by buying its assets instead of its stock. An asset acquisition strategy may be used for a takeover or buyout if the target is bankrupt. Market knowledge, research and experience are important to a successful asset acquisition strategy. In some cases, a plan for selling the asset, called asset disposition, is built into the asset acquisition strategy. Bankruptcy proceedings represent an opportunity for a company to implement an asset acquisition strategy. By taking advantage of one company's distressed position, another company can purchase assets like equipment and machinery for its own business at reduced prices. Business Combination: A transaction or other event in which an acquirer obtains control of one or more businesses. Transactions sometimes referred to as true mergers or mergers of equals also are business combinations. If a business combination occurs because of a bankruptcy reorganization or troubled debt restructuring under fresh start accounting, the purchase consideration should take into account the value of the restructured debt. In these cases the original book value of the debt will likely differ from its fair value. Business (ASC 805): An integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return. This definition is broad and can result in many transactions qualifying as business combinations when they are actually only asset acquisitions. When determining if a set of assets and activities is a business, the relevant factor is whether or not the integrated set is capable of being conducted and managed as a business and not if the seller operated the set as a business or if the acquirer intends to do so. Unless there is evidence to the contrary, any set of assets that includes goodwill is assumed to be a business. However, the existence of goodwill is not required to meet the definition of a business. If the acquired assets are not a business, the acquirer will account for the transaction as an asset acquisition. The definition goes on to explicitly discuss mergers of equals. A change of control can occur without the exchange of consideration or even without the acquirer holding any ownership interest. The acquisition date is defined as the date the acquirer obtains control of the acquiree, regardless of the legal date of the transfer or the date the consideration is transferred. If a business combination is affected primarily by transferring assets or by incurring liabilities, the acquirer...
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