Pre-Acquisition Financial Balances Analysis
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 .



