Business Combination
Business Combination
Business Combination
The following are the condensed Statement of Financial Position of Brad and Fitt on Jan. 1, 2020:
Brad Fitt
Total Assets P10,250,000 P3,057,000
Pinaccle Corp. acquired the net assets of both Brad and Fitt. Paying cash in the amount of P185,000
and by issuing 198,500 shares to Brad. Paying cash in the amount of P72,000 and by issuing 54,350
to Fitt. The par value of these shares is P30/share and market value as of Jan. 1, 2020 is P40/share.
Pinnacle Corp. also incurred the following unpaid expenses:
Brad Fitt
Indirect Costs P93,750 P101,250
Expensed Finder’s Fee 66,250 35,000
Accounting and Legal fees for SEC registration 343,750 362,500
APIC
Printing costs of stock certificates 125,000 93,750
Pinnacle’s Retained Earnings has a balance of P10,750,000 on Jan. 1, 2020 immediately before the
acquisition. As a result of the merger, compute the following:
a. Goodwill
b. Gain on Bargain Purchas
c. Net increase or decrease in RE of Pinnacle Corporation
d. Net increase or decrease in the Stockholder’s equity of Pinnacle Corporation
e. Net increase or decrease in the Identifiable Assets of Pinnacle Corporation
JOURNAL ENTRIES
Goodwill Computation Entry at the Date of Acquisition:
A (acquirer/parent) acquired 80% of B Book of Parent:
(acquiree/subsidiary).
Investment in Subsidiary xxx
Cash xxx
FV of Consideration Transferred (80%)
Add: Non-controlling Interest NCI (20%) Book of Subsidiary:
Less: Fair Value of Net Assets of Subsidiary
Goodwill / Gain on Bargain Purchase No Entry
Kaya sya nag eeliminate ng excess kasi hindi Investment in Sub. xxx
pwedeng ang ireflect sa Consolidated FS is at NCI xxx
book value. Dapat laging naka reflect is Fair Gain xxx
Value of the assets and liabilities.
On Jan. 1, 2020, the Statements of Financial Position of Brad and Fitt Company prior to the
combination are:
b. Assuming Brad Company Acquired 70% of the outstanding common stock of Fritt Company
for P157,500 and Non-controlling interest (NCI) is measured at Fair value of P91,500, how
much is the Goodwill/Gain on Acquisition?
c. Assuming Brad Company Acquired 80% of the outstanding common stock of Fritt Company
for P205,200 and NCI is measured at NCI’s proportionate share of Fritt Company’s
identifiable net assets, how much is the consolidated Stockholder’s Equity on the date of
acquisition?
d. Assuming Brad Company acquired 90% of the outstanding common stock of Fritt Company
for P364,500 and NCI is measured at Fair value, how much is the total consolidated Assets
on the date of acquisition?
a. Price Paid Parent 2,250,000
Subsidiary (FV) 297,000
Work back using the formula: Goodwill 130,500
Less: Cash paid / Investment (364,500)
Price Paid or Cash 319,500 Consolidated Assets on DOA 2,313,000
Contingent Consideration 54,000
NCI (No NCI since 100%) 0 Cash paid is deducted because it is an outflow
Less: FVNA (274,500) of cash from the parent company.
Goodwill 99,000
PP + CC = FVNA + GW
PP + 54,000 = 274,500 + 99,000
PP = 274,500 + 99,000 – 54,000
Price Paid = 319,500
b. Goodwill/Gain on Acquisition
Parent 2,115,000
Subsidiary -
Gain on BP 14,400
NCI 54,900
Consolidated SHE on DOA 2,184,300
The preparation of consolidated financial In PFRS 3, the term “cost” no longer refers
statement after acquisition is not materially to cost of an acquisition, so the relevant
different in concept from preparing them at measure will be:
the acquisition date in the sense that 1. The consideration transferred
reciprocal accounts are eliminated and 2. Another point of reference might
remaining balances are combined. be PAS 32 – Financial
instruments: Presentation – and
The process is more complex, however, PFRS 9.
because time has elapsed and business It should be noted that aside for purposes
activity has taken place between date of of preparing consolidated statements,
acquisition and the date of consolidated companies that use the COST MODEL
statement preparation. should be converted to EQUITY
METHOD.
On the date of acquisition, the only relevant When the cost model is used, the
FS is: investment in subsidiary account is
a. Consolidated balance Sheet retained at its original cost of acquisition
balance.
On the after acquisition, the relevant FS are: No adjustments are made to the account
a. Consolidated FS – statement of for income as it is earned by the
comprehensive income and Retained subsidiary.
Earnings statement Income on the investment is limited to
dividends received from the subsidiary.
Separate FS
Working Consolidated Net Income is Overstated
A + B + =
Paper FS
Dividend Income xxx
B/S B/S
NCI xxx
I/S I/S
Retained Earnings xxx
CF CF
JOURNAL ENTRIES
PPE xxx
Inventory xxx
Investment in Sub. xxx
NCI xxx
On January 1, 2020, Mister Corporation acquired 80% of Accounting Inc.’s ordinary shares for
P3,240,000 (price paid). P150,000 of the excess is attributable to goodwill and the balance to a
depreciable asset with an economic life of ten (10) years. Non-controlling interest (NCI) is measured
at its fair value of P810,000 on date of acquisition. On the date of acquisition, the Stockholder’s
Equity of the two companies were as follows:
On December 31, 2020, Accounting Inc. reported net income of P525,000 and paid dividends of
P180,000 to Mister Corp. Mister Corp. reported net income of P1,425,000 and paid dividends of
P690,000.
NI of Parent 1,425,000
NI of Subsidiary 525,000
Depreciation (60,000)
Dividends Rec. from Sub. (180,000)
Consolidated Profit 1,710,000
Goodwill
Goodwill xxx
Investment in Sub. xxx
NCI xxx
Beginning Inventory:
Ending Inventory:
Sales xxx
COGS xxx
Inventory xxx
Consolidation: Intercompany Transactions Example
On January 1, 2019, Super Company acquired 90% of the outstanding shares of Hero Inc. at book
value. During 2019 and 2020, intercompany sales amounted to P2,000,000 and P4,000,000,
respectively. Super Company consistently recognized a 20% mark-up based on sales with Hero Inc.
has 25% gross profit on sales.
The inventories in the buyers’ books, which all came from intercompany transactions show:
Beg., Inventory End., Inventory
Dec. 31, 2019 Dec. 31, 2020
Super Upstream P240,000 P160,000
Hero Downstream 100,000 40,000
Si Super, binili daw yung 240K and 160k na inventory, so galling sila kay Subsidiary kaya Upstream.
Yung 100k and 40k naman na nasa book ni Hero, galling daw kay parent kay Downstream
Downstream itong pag purchase ng Land, since the Land
came from the parent company which is Super Co.
On October 1, 2020, Hero Inc., purchased a piece of land costing P1,000,000 from Super Company
for P1,500,000. On the other hand, on July 1, 2020, Hero Inc., sold an equipment with a carrying
value of P60,000 and remaining life of 3 years to Super Company for P42,000. Upstream itong pag sold ng
Equipment, since the equip. came from
the Sub. company which is Hero Inc.
Separate Statements of Comprehensive Income for the two companies for the year 2020 follow:
Di na hinimay ni Mr. Acc yung COGS and Gross Profit – Parent 10,000,000
Inventory. Basta daw 48k yung total. Gross Profit – Subsidiary 5,600,000
Inventory, Beg. 80,000
Inventory, End. (48,000)
2. Elimination of Gain on Sale of Land to Consolidated Gross Profit 15,632,000
Subsidiary