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Deloitte Trueblood Case: 11-7 Due (5/28/13)
Allfoods Corporation
Team Members:
Heidi Fosse (FosseH@cwu.edu)
Josh Minert (MinertJ@cwu.edu)
Brianna Brown (BrownB@cwu.edu)

Summary: * Calendar year-end company * February 1, 2009 – Allfoods announced acquiring 80% of outstanding common stock of Baked Beans Corp. (Baked Beans) in business combination * August 1, 2009 (acquisition date) – Allfoods paid $40M cash and issued 2 million shares of Allfoods common stock to selling shareholders of Baked Beans * All outstanding stock options granted to Baked Beans employees will be replaced with Allfoods stock options
Determining Consideration Transferred: * August 1, 2009 – Allfoods acquired Baked Beans * Allfoods share price was $30 on announcement date * Allfoods share price was $35 on acquisition date * Allfoods would issue the selling shareholders an additional 1 million shares if Baked Beans revenues for 12-month period after acquisition were at least $150 M * Fair value of contingent consideration - $20 M as of acquisition date * Value of replacement stock option awards attributable to precombination services is $5M and postcombination services is $7M * Allfoods incurred $4M of acquisition related costs
Fair Value of Assets Acquired and Liabilities Assumed: * Baked Beans owns manufacturing facility in CA comprised of: * Land and two buildings – could be rezoned into residential subdivision; management determined the fair value as residential property would be $30M * Machinery/Equipment – moveable equipment (sold separately) could be sold at auction for $2M * California facility (as acquired) – estimated worth is $36M * Land fair value for industrial purposes is $21M * Buildings and machinery currently being used for industrial purposes fair value is $7M
Valuation of Intangible Assets:

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