Isuzu 2012 Annual Report Download - page 34

32
Financial Section
Thousands of
Millions of yen U.S. dollars
2012 2011 2012
Cash on hand and in banks
Time deposits with maturities
exceeding three months
Bonds with maturities within three months
Cash and cash equivalents
16. Business combinations
Business combination through acquisition
Conversion of Isuzu Motors International Operations (Thailand) Co.,
Ltd. into a consolidated subsidiary by additional acquisition of shares
Isuzu Motors Asia Ltd. (“IMA”), a consolidated subsidiary of the
Company, made an additional acquisition of the shares of Isuzu
Operations (Thailand) Co., Ltd. (“IOT”), which was an affiliate of
the Company accounted for by the equity method, on July 1, 2011.
As a result of the additional acquisition, IOT became a consolidated
subsidiary of IMA. IOT changed its trade name to Isuzu Motors
International Operations (Thailand) Co., Ltd. on the same date.
1. Outline of the business combination
(1) Name and business of the acquired company
Name of the acquired company: Isuzu Operations (Thailand) Co., Ltd.
Business: Export and sales of pickup trucks and their derivatives,
vehicles, KD-sets and service parts and accessories manufactured
in Thailand, as well as after-sales service for the same
(2) Primary reasons for business combination
The purpose of the business combination is to consolidate the
pickup truck export and after-sales service operations, which had been
conducted both in Japan and Thailand, to IOT, thereby rationalizing
these operations, and to promote product proposals specializing in
pickup trucks and strengthen service and service parts and accessories
functions.
(3) Date of business combination
July 1, 2011
(4) Legal form of business combination
Acquisition of shares
(5) Corporate name after business combination
Isuzu Motors International Operations (Thailand) Co., Ltd.
(6) Share of voting rights acquired
Share of voting rights held immediately before the
business combination 20%
Share of voting rights additionally acquired on the
date of the business combination 31%
Share of voting rights after the business acquisition 51%
(7) Main basis behind determination of the acquiring company
IMA, which is a consolidated subsidiary of the Company,
holds the majority of voting rights in IOT through the additional
acquisition of shares.
2. Period of operating results of the acquired company included in the
consolidated profit and loss statements
April 1, 2011 through March 31, 2012
IOT was accounted for by the equity method from April 1, 2011 to
June 30, 2011 and its operating results for the period are included in
“Equity in earnings of unconsolidated subsidiaries and affiliates.”
3. Cost of acquired company and its breakdown
Thousands of
Millions of yen U.S. dollars
Fair value of shares of common stock in IOT owned
by the company before the business combination
Fair value of additional shares of common stock
in IOT acquired on the date of business combination
Acquisition cost of the acquired company
¥ 1,204
1,867
¥ 3,072
$ 14,657
22,720
$ 37,378
4. Difference between cost of the acquired company and total
acquisition cost of individual transactions leading to acquisition
Thousands of
Millions of yen U.S. dollars
Acquisition cost of the acquired company
Total acquisition cost of individual
transactions leading to acquisition
Difference (Gain on step acquisition)
¥ 3,072
2,456
¥ 615
$ 37,378
29,883
$ 7,494
5. Amount of goodwill recognized, basis for recognition, and method
and period for amortization of goodwill
(1) Amount of goodwill recognized
1,570 million yen ($19,110 thousand)
(2) Basis for recognition
Goodwill was recognized for the difference between the
Company’s equity interest in the acquired company and the
acquisition cost.
(3) Method and period for amortization of goodwill
Straight-line method over five years
¥ 199,831
(2,764)
5,289
¥ 202,356
¥ 160,492
(1,454)
1,627
¥ 160,665
$ 1,952,701
(17,699)
19,802
$ 1,954,803
17. Consolidated statements of cash flows
(1) Reconciliation for cash status between balance sheets and cash
flows.
(2) Assets and liabilities of affiliated company accounted for by
the equity method which became consolidated subsidiary through
additional acquisition of shares.
Isuzu Motors International Operations (Thailand) Co., Ltd. (“IMIT”)
became a consolidated subsidiary from an affiliated company which
used to be accounted for by the equity method through additional
acquisition of shares.
The details of assets and liabilities of IMIT at the date of
consolidation and reconciliation for acquisition cost of shares and net
payment for the acquisition are as follows: