Pre-Acquisition Financial Balances Analysis

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The document provides pre-acquisition financial balances for PP Company and SS Company as of December 31, including fair values for SS Company's accounts. PP Company acquired SS Company by p…

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  • Consolidation of Balances
  • Detailed Solution
  • Working Paper Entries

100% Owned Subsidiary: Computation of Consolidated Balances

Following are pre-acquisition financial balances for PP Company and SS Company as of


December 31. Also included are fair values for SS Company accounts.
PP Company SS Company
Book Values Book Values Fair Values
12/31 12/31 12/31
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P440,000 P120,000 P120,000
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,000 300,000 300,000
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 410,000 210,000 260,000
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 130,000 110,000
Building and equipment (net) . . . . . . . . . . . . . 600,000 270,000 330,000
Franchise agreements . . . . . . . . . . . . . . . . . . 220,000 190,000 220,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . (190,000) (120,000) (120,000)
Accrued expenses . . . . . . . . . . . . . . . . . . . . . (90,000) (30,000) (30,000)
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . (900,000) (510,000) (510,000)
Common stock—P20 par value . . . . . . . . . . . . . (660,000)
Common stock—P5 par value . . . . . . . . . . . . . (210,000)
Additional paid-in capital . . . . . . . . . . . . . . . . . (70,000) (90,000)
Retained earnings, 1/1 . . . . . . . . . . . . . . . . . . . (390,000) (240,000)
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (960,000) (330,000)
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920,000 310,000

Note: Parentheses indicate a credit balance.

On December 31, PP acquired SS’s outstanding shares by paying P360,000 in cash and issuing
10,000 shares of its own ordinary shares with a value of P40 per share. PP paid legal and
accounting fees of P20,000 as well as P5,000 in stock issuance costs.

Required: In the following situation, determine the value that would be shown in the
consolidated financial statements for each of the accounts listed.

1. Inventory 6. Revenues
2. Land 7. Additional paid-in capital
3. Buildings and equipment 8. Expenses
4. Franchise agreements 9. Retained earnings, 1/1
5. Goodwill

Answers:

In acquisitions, the fair values of the subsidiary's assets and liabilities are consolidated with the
Parent. (there are a limited number of exceptions). Goodwill is reported as P80,000, the amount
that the P760,000 consideration transferred exceeds the P680,000 fair value of SS’s identifiable
net assets.

1. Inventory = P670,000 (P's book value plus S’s fair value)


2. Land = P710,000 (P's book value plus S's fair value)
3. Buildings and equipment = P930,000 (P's book value plus S's fair value)
4. Franchise agreements = P440,000 P's book value plus S's fair value)
5. Goodwill = P80,000 (calculated above)
6. Revenues = P960,000 (only parent company operational figures are reported at date of
acquisition)
7. Additional Paid-in Capital = P265,000 (P's book value add resulting APIC from shares issued
less stock issuance costs)
8. Expenses = P940,000 (only parent company operational figures plus acquisition-related costs
are reported at date of acquisition)
9. Retained Earnings, beg. = P390,000 (P's book value)

Detailed Solution:

Aggregate amount of:

Price paid:
Cash P360,000
FV of shares issued (10,000 x P40) 400,000
Total Consideration P760,000

SHE of SS Co./BV of Identifiable Net Assets:


Ordinary shares P210,000
Share premium 90,000
Retained earnings, 12/31 260,000 P560,000
Add: Undervalued excess of inventory 50,000
Undervalued excess of Bldg & Equip 60,000
Undervalued excess of Franchise 30,000
Less: Overvalued excess of land (20,000)
Identifiable NA at FV 680,000
Goodwill 80,000
Consolidated Assets:
Total Assets of Acquirer at BV P2,340,000
Total Assets of Acquired at FV 1,340,000
Add: Resulting GW 80,000
Less: Cash Payment ( 385,000) P 3,375,000
Consolidated Liabilities:
Total Liabilities of Acquirer at BV P1,180,000
Total Liabilities of Acquired at FV 660,000 P 1,840,000

Consolidated SHE:
SHE of Acquirer, 12/31
Common stock P 660,000
APIC 70,000
RE,12/31 430,000
Add: shares issued at par 200,000
Add: resulting APIC 200,000
Less: Legal and accounting fees (expense) (20,000)
Less: Stock issuance cost ( share issue cost) ( 5,000) P 1,535,000

Entry in the Books of PP:


12/31

Investment in SS 760,000
Cash 360,000
Common Stock 200,000
APIC 200,000

Expense 20,000
APIC 5,000
Cash 25,000

Working Paper Entries: To facilitate the preparation of Consolidated Financial


Statements on the Date of Acquisition (not in the books)

a. To eliminate the SHE of the acquired company:


Common Stock 210,000
APIC 90,000
Retained Earnings 260,000
Investment in SS 560,000

b. To recognize FV differentials

Inventory 50,000
Building and Equipment 60,000
Franchise Agreement 30,000
Land 20,000
Investment in SS 120,000

c. To recognize the resulting goodwill

Goodwill 80,000
Investment in SS 80,000

-end of problem-

Common questions

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SS Company’s ordinary shares and additional paid-in capital (APIC) are eliminated against the investment recorded on PP Company’s books. SS’s common stock of P210,000 and APIC of P90,000 are offset against the investment in SS account of P560,000, reducing it to zero . This elimination is necessary as PP Company now fully owns SS, so these equity accounts do not appear in the consolidated statements. Instead, PP's own equity structure, including adjustments for new shares issued and related APIC changes, is reflected .

Stock issuance costs of P5,000 are deducted from the additional paid-in capital (APIC) derived from the share issuance. When PP Company issues shares at a premium, the proceeds result in additional APIC; the costs directly reduce this amount to reflect the net capital contribution from the share issuance. This adjustment ensures that the APIC reflects only the net amount added to shareholders’ equity after covering issuance-related expenses, impacting overall equity figures reported in the consolidated financial statements .

Issuing new shares increases PP Company's common stock balance; PP issued 10,000 shares at P20 par value, resulting in an increase of P200,000 in common stock . The APIC increased due to the share issuance at a premium (P40 per share), contributing an additional P200,000 (10,000 shares x (P40 - P20 par value)). Associated costs include P20,000 for legal and accounting fees and P5,000 for stock issuance costs, which reduce APIC as they are deducted from the share issuance proceeds .

Key considerations include assessing the difference between book values and fair values for assets like inventory, buildings, and franchise agreements, where significant discrepancies can affect consolidation outcomes. Inventory, buildings, and franchise agreements were undervalued and needed adjustments of P50,000, P60,000, and P30,000 respectively . Land was found to be overvalued, requiring a P20,000 downward adjustment . Correctly applying these adjustments ensures that the consolidated statements reflect true economic conditions, adjusting for any discrepancies between historical costs and fair market value, thus impacting reported goodwill and asset bases .

Recognizing goodwill involves adding P80,000 to the goodwill account and simultaneously reducing the investment in SS account by the same amount . This reflects the premium paid over the fair value of SS's net identifiable assets and appropriately allocates the cost of acquisition across the assets acquired. This entry is crucial because it ensures the consolidated financial statements present an accurate depiction of the acquisition's impact on PP Company's balance sheet, showing how much was paid above the net asset value due to factors such as SS's expected future earnings potential .

Adjustments include: recognizing SS Company's assets and liabilities at fair value—inventory is increased by P50,000, buildings and equipment by P60,000, and franchise agreements by P30,000, while land is decreased by P20,000 to match fair values . Additionally, goodwill is recorded at P80,000 . These adjustments are necessary to accurately reflect the value of acquired net assets and recognize the premium paid over those net assets, providing a clearer picture of the economic resources now under PP Company's control .

Acquisition-related costs such as legal and accounting fees amounting to P20,000 are included in expenses on the consolidated financial statements of PP Company as part of the total P940,000 reported expenses . These costs are recognized as operational expenses during the period they are incurred, directly impacting the expense line and, therefore, affecting the net income reported by increasing the total expenses and potentially reducing net income .

Goodwill is calculated as the excess of the total consideration transferred over the fair value of the identifiable net assets of the acquired company. In this case, PP Company transferred a total consideration of P760,000 (composed of P360,000 in cash and P400,000 in shares). The identifiable net assets of SS Company had a fair value of P680,000. The goodwill is therefore P80,000, calculated as P760,000 (consideration) minus P680,000 (fair value of net assets). Contributing factors to its value include undervaluations in SS's assets like inventory, buildings, equipment, and franchise agreements, alongside overvaluation corrections for land .

The excess purchase price is distributed through adjustments to reflect actual fair values: Inventory is increased by P50,000, buildings and equipment by P60,000, and franchise agreements by P30,000 to adjust for previously undervalued items . Land is decreased by P20,000 due to overvaluation . These adjustments are essential to accurately represent the market values of SS's assets in the consolidated statements, ensuring the financial portrayal is aligned with current economic realities and supporting the derivation of goodwill, which in this case amounts to P80,000 .

On the date of acquisition, only the revenues of PP Company are reported because the consolidated financial statements reflect the combined entity's position as of the acquisition date. SS Company's results are only included in consolidated results from the acquisition date onwards. Therefore, pre-acquisition revenues of SS are not consolidated, focusing instead on the economic effect of belonging to the new entity post-acquisition. This approach aligns with standard accounting practices that do not retroactively adjust for acquisition dates, providing a consistent financial depiction .

100% Owned Subsidiary: Computation of Consolidated Balances
Following are pre-acquisition  financial balances  for PP Company
that the P760,000 consideration transferred exceeds the P680,000 fair value of SS’s identifiable
net assets.
1.  Inventory =
Consolidated Liabilities:
Total Liabilities of Acquirer at BV
P1,180,000
Total Liabilities of Acquired at FV
     660,000
 P
Common Stock
210,000
APIC
  90,000
Retained Earnings
260,000
Investment in SS
560,000
b. To recognize FV differentials
Invent

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