Module-1-Business-Combination
Module-1-Business-Combination
INSTITUTE OF ACCOUNTANCY
ACCOUNTING FOR BUSINESS COMBINATION J. JAVIER
BUSINESS COMBINATION
REVIEW NOTES:
BUSINESS COMBINATION
“A transaction or other event in which an acquirer obtains control of one or more businesses.” IFRS
3
o NET ASSET ACQUISITION - The acquirer purchases the assets and assumes the liabilities of
the acquiree in exchange for cash or other non-cash consideration.
Merger – a contractual and statutory process by which one corporation (the surviving
corporation) acquires all of the assets and liabilities of another corporation (the
merged corporation), causing the merged corporation to become defunct.
Consolidation – a contractual and statutory process by which two or more
corporations jointly become a completely new corporation (the successor
corporation), the original corporations cease to exist and to do business, and the
successor corporation acquires all of the assets and liabilities of the original (now
defunct) corporations.
o STOCK ACQUISITION - The acquirer obtains control over the acquire by acquiring majority of
ownership interest in the voting rights of the acquire.
ADDITIONAL TERMINOLOGIES
Acquisition Related Costs – costs incurred to effect business combination
o Direct and Indirect Costs – costs such as general administrative costs, broker’s fees,
accounting, legal, and other professional fees are not included in the consideration
transferred and are expensed immediately.
o Stock issuance costs (SIC) – costs such as SEC registration fees, documentary stamp tax and
newspaper publication shall be treated as a direct charge to share premium arising from
related share issuance.
In case the said share premium is insufficient to absorb such SIC, the excess shall be
debited to SIC account. The SIC shall be reported as a contra-equity account as a
deduction from the following in the order of priority:
1. Share premium from previous share issuance
2. Retained earnings
o Debt Issuance Costs (DIC) – costs such as documentary stamp tax and other documentation
necessary to issue debt such as bonds are accounted for under IAS 32 and IFRS 9.
STOCK ACQUISITION
A controlling interest of another company’s voting common stock is acquired. A controlling interest
is more than 50% of a company’s voting common stock.
In a stock acquisition, the acquiring company (acquirer) deals only with existing shareholders of the
acquired company (acquiree) not the company itself.
The acquiring company is called the parent (or the acquirer) and the acquired company is called
the subsidiary (or the acquiree). Both remain separate legal entities and maintain their own
accounting books. However, they are required for external financial accounting purposes to combine
their separate financial statements into a single set of consolidated financial statements.
Investment in Subsidiary XX
Cash/Various Accounts XX
On the date of acquisition of stocks, no goodwill or gain from bargain purchase is recorded by the
acquirer. These are to be recognized only in the consolidated financial statements.
Investment in Subsidiary account is presented as a long-term investment on the acquirer’s Separate
Statement of Financial Position but does not appear on the Consolidated Statement of Financial
Position. This is because the investment account is eliminated in the process of consolidation.
Consolidated financial statements are prepared on the date of acquisition and on a date subsequent
to acquisition. Only the Consolidated Statement of Financial Position is required to be prepared on
the date of acquisition of stocks.
SUBSIDIARY
A subsidiary may be wholly-owned or partially-owned. Parent has a 100% ownership over a wholly-
owned subsidiary while the parent has less than 100% ownership over a partially-owned subsidiary.
The consolidation of a parent company and its partially-owned subsidiary differs from the
consolidation of a wholly-owned subsidiary in one major respect – the recognition of non-controlling
interest (formerly called minority interest).
MEASUREMENT OF NCI
IFRS 3 provides two options of measuring NCI in an acquiree:
(1) At fair value, or
(2) At the NCI’s proportionate share of the acquiree’s identifiable net assets
Under (1), any goodwill that arises at the time of acquisition is allocated between the parent
and the NCI
Under (2), any goodwill that arises at the time of acquisition is assigned only to the parent.
PRE-EXISTING GOODWILL
If the acquired subsidiary has goodwill on its books at the date of acquisition, that goodwill shall be
excluded in the computation and allocation of excess.
If the acquirer has goodwill on its books at the date of acquisition, that goodwill is included in the
computation of consolidated goodwill.
CONTROL PREMIUM
An additional payment given by the acquirer for acquiring control of the subsidiary company.
Control premium is included in the consideration transferred regardless of the method used to
measure NCI (Fair Value approach or Proportionate share basis).
In the computation of implied fair value of NCI where the assessed fair value of NCI is not available,
the control premium shall be excluded for the reason it may distort the implied fair value of NCI if
such amount is included.
STEP ACQUISITION
Purchases of shares are made at different points in time.
Previously held securities shall be remeasured at fair value at the date when control is obtained,
that is, the date of acquisition. Disposition of gain or loss arising from the remeasurement depends
on the classification of previously held securities prior to the acquisition date:
(1) Fair value through profit or loss – gain or loss arising from the remeasurement is recognized in
profit or loss.
(2) Fair value through other comprehensive income – gain or loss arising from the remeasurement is
recognized in OCI and then subsequently disposed to retained earnings (IFRS 9)
(3) Investment in associate – gain or loss arising from the remeasurement is recognized in profit or
loss.
CONSOLIDATION PERIOD
Consolidation begins from the date the investor obtains control of the investee and ceases when the
investor loses control of the investee.
MEASUREMENT
1. Income and expenses
For purposes of presentation of items in the consolidated financial statements, income and
expenses of the subsidiary are based on the amounts of the assets and liabilities recognized in
the consolidated financial statements at the acquisition date. (i.e., depreciation expense in the
consolidated financial statements is based on the related asset’s fair value on the date of
acquisition rather than its carrying amount in the subsidiary’s accounting records.
2. Investment in Subsidiary
Investment in subsidiaries is accounted for in the parent’s separate financial statements either:
a. At cost.
b. In accordance with IFRS 9 Financial Instruments; or
c. Using the equity method
Measurement at cost
INITIAL MEASUREMENT:
INTERCOMPANY The value
SALE OF PROPERTY, assigned
PLANT AND to the consideration transferred at the acquisition date.
EQUIPMENT
SUBSEQUENT
IntercompanyMEASUREMENT: The also
sales of PPE are valueidentified
assigned to
as the consideration
either downstream transferred at the
or upstream acquisition
because only
date unless
upstream the affect
sales investment becomes impaired.
non-controlling interest.
INTERCOMPANY TRANSACTIONS
The parent may enter into transactions with its subsidiary. These intercompany transactions must be
eliminated when preparing consolidated financial statements because the parent and its subsidiary are
viewed as a single reporting entity.
The following are the common intercompany transactions that should be eliminated when preparing
consolidated financial statements:
1. Intercompany dividends
2. Intercompany sale of inventory
3. Intercompany sale of property, plant and equipment
INTERCOMPANY SALES
Intercompany sales are either:
1. Downstream – the parent sells to the subsidiary or the subsidiary purchases from the parent.
2. Upstream – the subsidiary sells to the parent or the parent purchases from the subsidiary.
It is important to identify whether an intercompany sale is downstream or upstream because only upstream
sales affect NCI. The entity that recognizes profit from a sale transaction is the seller.
In a downstream sale, the parent recognizes the profit. NCI is not affected because the profit
pertains solely to the owners of the parent.
In an upstream sale, the subsidiary recognizes the profit. NCI is affected because the profit pertains to
both the owners of the parent and the NCI.
DISCUSSION PROBLEMS
PROBLEM 1
Better Company has gained control over the operations of Calm Corporation by acquiring its net assets for
P2,580,000 cash. The following was ascertained on the date of acquisition for Calm Corporation:
Calm Better
Cash 128,000.00 3,541,500.00
Accounts Receivables 325,000.00 300,000.00
Inventories 360,000.00 550,000.00
Prepaid Expenses 125,000.00 148,500.00
Land 879,000.00 2,350,000.00
Building 558,000.00 1,560,000.00
Equipment 185,000.00 300,000.00
Goodwill 300,000.00
Total Assets 2,860,000.00 8,750,000.00
The value of receivables and equipment has decreased by P25,000 and P14,000 respectively.
The fair value of inventories is now P436,000 whereas the value of land and building has increased by
P471,000 and P107,000 respectively.
There was an unrecorded accounts payable amounting to P27,000 and fair value of notes is P738,000.
Required:
1. Compute Goodwill or Gain on Bargain Purchase.
2. Prepare Consolidated Balance Sheet immediately after business combination.
PROBLEM 2
On January 2, 2023, the Statement of Financial Position of Panther and Fox Company prior to the combination
are:
Fox Co.’s Assets and Liabilities book value are the same with their respective fair value, except for equipment
whose fair value is Php 153,000.
PROBLEM 3
Better Company has gained control over the operations of Calm Corporation by acquiring 85% of its
outstanding capital stock for P2,125,000 cash. Acquisition expenses paid, direct and indirect, amount to
P83,000 and P42,000 respectively.
Better Calm
Cash 3,541,500.00 128,000.00
Accounts Receivables 300,000.00 325,000.00
Inventories 550,000.00 360,000.00
Prepaid Expenses 148,500.00 125,000.00
Land 2,350,000.00 879,000.00
Building 1,560,000.00 558,000.00
Equipment 300,000.00 185,000.00
Goodwill 300,000.00
Total Assets 8,750,000.00 2,860,000.00
The value of receivables and equipment has decreased by P25,000 and P14,000 respectively.
The fair value of inventories is now P436,000 whereas the value of land and building has increased by
P471,000 and P107,000 respectively.
There was an unrecorded accounts payable amounting to P27,000 and fair value of notes is P738,000.
Required:
1. Compute Goodwill or Gain on Bargain Purchase.
2. Prepare Consolidated Balance Sheet immediately after business combination.
3. Assuming that Better Company has gained control over the operations of Calm Corporation by
acquiring 85% of its outstanding capital stock by issuing 19,000 shares with FV of P85 and paid
P30,000 control premium, compute Goodwill or Gain on Bargain Purchase
PROBLEM 4
Better Company has gained control over the operations of Calm Corporation by acquiring total of 85% of its
outstanding capital stock. Better previously owned 40% of the stocks and just acquired Jan 1, 2020
additional 45% by issuing 17,250 shares of P60 FV. In addition, Better paid P50,000 control premium.
Acquisition expenses paid, direct and indirect, amount to P83,000 and P42,000 respectively.
Better Calm
Cash 2,641,500.00 128,000.00
Accounts Receivables 300,000.00 325,000.00
Inventories 550,000.00 360,000.00
Prepaid Expenses 148,500.00 125,000.00
Investment in Calm 900,000.00
Land 2,350,000.00 879,000.00
Building 1,560,000.00 558,000.00
Equipment 300,000.00 185,000.00
Goodwill 300,000.00
Total Assets 8,750,000.00 2,860,000.00
Accounts Payable 675,000.00 253,000.00
Notes Payable 1,400,000.00 730,000.00
Capital Stock, P50 par 3,400,000.00 800,000.00
Additional Paid in Capital 1,575,000.00 600,000.00
Retained Earnings 1,700,000.00 477,000.00
Total Credits 8,750,000.00 2,860,000.00
The value of receivables and equipment has decreased by P25,000 and P14,000 respectively.
The fair value of inventories is now P436,000 whereas the value of land and building has increased by
P471,000 and P107,000 respectively.
There was an unrecorded accounts payable amounting to P27,000 and fair value of notes is P738,000.
Required:
1. Compute Goodwill or Gain on Bargain Purchase.
2. Prepare Consolidated Balance Sheet immediately after business combination.
PROBLEM 5
On January 1, 2023, Nanay Corporation has gained control over the operations of Dalaga Corporation by
acquiring 90% by issuing 30,000 ordinary shares. The fair value of shares of Nanay Corporation is Php81, while
the fair value of non-controlling interest is Php150,000.
The remaining value of building of both corporations should be depreciated using 20 years.
Nanay Dalaga
Cash 2,292,500.00 323,750.00
Inventories 200,000.00 10,000.00
Land 2,000,000.00 450,000.00
Building (net) 1,425,000.00 950,000.00
Investment in Dalaga 2,430,000.00
Total Assets 8,347,500.00 1,733,750.00
PROBLEM 6
On January 1, 2023, Nanay Corporation has gained control over the operations of Dalaga Corporation by
acquiring 90% by issuing 30,000 ordinary shares. The fair value of shares of Nanay Corporation is Php81, while
the fair value of non-controlling interest is Php150,000. NANAY COMPANY USES EQUITY METHOD IN
ACCOUNTING FOR ITS INVESTMENT IN SUBSIDIARY.
The remaining value of building of both corporations should be depreciated using 20 years.
Nanay Dalaga
Invty, Beginning Balance 500,000.00 40,000.00
Add: Net Purchases 1,000,000.00 70,000.00
Goods Available for Sale 1,500,000.00 110,000.00
Less: Invty, Ending Balance 200,000.00 10,000.00
Cost of Sales 1,300,000.00 100,000.00
Nanay Dalaga
Book Value Book Value
Cash 2,292,500.00 323,750.00
Inventories 200,000.00 10,000.00
Land 2,000,000.00 450,000.00
Building (net) 1,425,000.00 950,000.00
Investment in Dalaga 2,460,375.00
Total Assets 8,377,875.00 1,733,750.00
REQUIRED:
1. Prepare Consolidated FS
2. Assuming instead of P150,000, the Fair Value of NCI is 607,500 and by the end of the year Goodwill
was impaired by P500,000, compute the consolidated net income.
PROBLEM 7
Pretty Company owns 80% of the common stock of Smart Company. Pretty sells merchandise to Smart at 20%
above cost while Smart sells merchandise to Pretty at 30% gross profit on sales. During 2018, intercompany
downstream sales amounted to P1,080,000 and intercompany upstream sales of P800,000. At the end of 2018,
Smart had one-fifth of the goods purchased that year from Pretty in its ending inventory while Pretty had 30%
of the goods purchased that year from Smart in its ending inventory. There were no intercompany sales prior
to 2018.
Pretty and Smart reported the following on their separate financial statements on December 31, 2018:
During 2019, intercompany downstream sales amounted to P1,200,000 and intercompany upstream sales of
and P1,020,000. Pretty’s 2019 ending inventory contained two-fifths of that year’s purchases from Smart while
Smart’s 2019 ending inventory contained one-fourth of that year’s purchases from Pretty.
Pretty and Smart reported the following on their separate financial statements on December 31, 2019:
Compute the Consolidated Sales, Cost of Goods Sold and Inventory for the years 2018 and 2019
PROBLEM 8
ABC owns 60% of DEF’s voting stocks. The following intercompany transactions involving sale of land occurred
between ABC and DEF:
On March 1, 2018, ABC sold a parcel of land, which was purchased on January 1, 2014 at a cost of
P2,000,000, to DEF for P3,000,000. DEF sold the said land to an unrelated party for P4,500,000 on
November 30, 2019.
On April 30, 2018, DEF sold land (cost, P500,000) to ABC for P300,000. ABC classified this land as part
of its PPE.
On June 1, 2018, ABC sold another parcel of land (cost, P1,500,000) to DEF for P900,000. DEF classified
this land as part of its PPE.
On October 31, 2018, DEF sold another land (cost, P2,100,000) to ABC for P2,800,000. ABC sold the
said land to an unrelated party for P3,200,000 on December 31, 2019.
ABC reported net income of P5,000,000 in 2018 and P6,000,000 in 2019. DEF reported net income of
P7,000,000 in 2018 and P8,000,000 in 2019. Neither company declared dividends in either year.
ABC reported land of P10,000,000 and P25,000,000 in 2018 and 2019, respectively while DEF reported land of
P2,000,000 and P6,000,000 in 2018 and 2019, respectively.
Compute the Consolidated Income and Land for the year 2018 and 2019
PROBLEM 9
SHELDON Company owns 75% outstanding shares of COOPER Corp. Information resulting from intercompany
sales of equipment are summarized below:
Both companies use the straight-line method to depreciate equipment. SHELDON Company reported profit of
P350,000 each year while COOPER Corp. reported profit of P220,000 in 2018 and P240,000 in 2019. Neither
company declared dividends.
Assuming that the equipment sold by COOPER was later on sold by SHELDON to outside party in year 2019,
compute the consolidated net income for the year 2018 and 2019.
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