AFAR 04 Business Combination
AFAR 04 Business Combination
Business Combination
MARK ALYSON B. NGINA, CPA, CMA
BUSINESS COMBINATION
MARK ALYSON B. NGINA, CPA CMA
Business Combination
A business combination is a transaction or event in which an acquirer obtains control of one or more businesses. A business
is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of
providing a return directly to investors or other owners, members or participants.
(074) 665 6774 0916 840 0661 support@reocpareview.ph MAY 2021 CPA REVIEW SEASON
Page 2 of 8 | AFAR 04
Corporation acquired 200 of its outstanding shares to be held in treasury at fair value of ₱6,000 per share. Just after
the acquisition, Energy has net assets which equal their fair value of ₱5,000,000.
How much is the (1) goodwill on combination and (2) gain on exchange to be recognized at the acquisition date?
a. (1) ₱1,000,000; (2) ₱240,000 c. (1) ₱1,540,000; (2) ₱240,000
b. (1) ₱540,000; (2) ₱240,000 d. None of the choices
12. On January 1, 2020, Riki Co. acquires the entire share capital of Doom Co. by issuing 100,000 new ₱2 ordinary shares
at a fair value at the acquisition date of ₱2.50. The professional fees associated with the acquisition are ₱20,000 and
the issue costs of the shares are ₱10,000. The carrying value of the net assets of Doom Co. at the time of acquisition
is ₱150,000, which is equal to its fair value.
A contract exists whereby Riki Co. will buy certain components from Doom Co. over the next five years. The contract
was signed when market prices for these components were markedly higher than they are at the acquisition date. At
the acquisition date the fair value of the amount by which the contract prices are expected to exceed market prices over
the next five years is ₱1.5 million.
Required: Based on the above data, prepare the journal entries and compute the goodwill (gain) assuming:
Case No. 1: If Doom’s profits for the first full year following acquisition exceed ₱2 million, Riki Co. will make an additional
cash consideration of ₱200,000 within one month after that year end. It is doubtful whether Doom Co. will achieve this
profit, hence the acquisition-date fair value of this contingent consideration is ₱100,000.
On July 15, 2020, the value of the contingent consideration is determined to be ₱125,000. This additional valuation is
related to facts and circumstances that existed as of the acquisition date.
On September 16, 2020, the value of the contingent consideration is revised to ₱129,000. This additional valuation is
not related to facts and circumstances that existed as of the acquisition date.
On October 1, 2020, Riki Co. receives the information it was seeking about facts and circumstances that existed as of
the acquisition date.
Doom’s profits for the first full year is ₱2.5 million and settlement was made on January 15, 2021.
Case No. 2: Riki Co. agreed to issue 2,000 additional shares of common stock to the former stockholders of Doom
Company one year later if the fair value of acquirer (Riki’s common stock) fell below ₱2.50 per share. The fair value of
the contingent consideration on January 1, 2020 amounted to ₱5,000. The fair value of shares on January 1, 2021
amounts to ₱2.30.
Case No. 3: If Doom’s profits for the first full year following acquisition exceed ₱2 million, Riki Co. agreed to issue 2,000
additional shares of common stock to the former stockholders of Doom Company. The profit in the first year amounted
to ₱2,100,999.
Case No. 4: In addition to the stock issue, Riki Company also agreed to issue additional shares of common stock to
the former stockholders of Doom Company, to compensate for any fall in the market value of Riki common stock below
₱2.00 per share. The settlement would be to cure the deficiency by issuing added shares based on their fair value on
January 1, 2021.
On January 1, 2021, the common stock of Riki had a fair value of ₱1.60.
Case 1 Case 2
Investment in subsidiary ₱350,000 Investment in subsidiary ₱255,000
Share capital (par) 200,000 Share capital (par) 200,000
Share premium 50,000 Share premium 50,000
ELCC 100,000 Share premium – CC 5,000
Expense (R/E) 20,000 Expense (R/E) 20,000
Share premium 10,000 Share premium 10,000
Cash 30,000 Cash 30,000
ELCC 25,000
ELCC 4,000
ELCC Share premium – CC 5,000
Loss on contingent consideration
Cash Share capital (par) 4,000
Case 3 Case 4
Investment in subsidiary ₱250,000 Investment in subsidiary ₱250,000
Share capital (par) 200,000 Share capital (par) 200,000
Share premium 50,000 Share premium 50,000
14. Soar High Eagle Corporation (SHEC) and Mediocre Maya Co. (MMC) have announced terms of an exchange
agreement under which, SHEC will pay ₱60,000 cash and will issue 8,000 shares of its ₱10 par value common stock
to acquire all the assets of MMC. SHEC share currently trading at ₱50, and MMC ₱5 par value shares are trading at
₱18 each. Book value and fair value statement of financial position data on January 1 prior to acquisition are as follows:
SHEC Company MMC Company
Book Value Fair Value Book Value Fair Value
Cash and Receivable ₱150,000 ₱150,000 ₱ 40,000 ₱ 40,000
Land 100,000 170,000 50,000 85,000
Building & Equipment, net 300,000 400,000 160,000 230,000
TOTAL ASSETS ₱550,000 ₱720,000 ₱250,000 ₱355,000
Ordinary shares ₱200,000 ₱100,000
Share premium 20,000 10,000
Accumulated profits 330,000 140,000
TOTAL EQUITIES ₱550,000 ₱250,000
In addition, SHEC incurred the following costs:
• Legal fees to arrange the business combination ₱ 5,000
• Other professional fees 6,000
• Cost of SEC registration & other stock issuance costs 12,000
• Indirect costs 17,000
Determine the following adjusted amounts to be reported on the SHEC’s statement of financial position after the
acquisition:
Cash and Receivables Goodwill Share premium Accumulated profits
a. ₱90,000 ₱105,000 ₱308,000 ₱313,000
b. ₱90,000 ₱105,000 ₱328,000 ₱302,000
c. ₱90,000 ₱116,000 ₱328,000 ₱313,000
d. ₱150,000 ₱116,000 ₱308,000 ₱302,000
15. Angkas Corporation acquired all the assets and liabilities of Kandong Corporation by issuing shares of its common stock
on January 1. Partial statement of financial position data for the companies prior to the business combination and
immediately following the combination is provided:
Angkas Kandong Combination
Book Value Value
Cash ₱ 65,000 ₱ 25,000 ₱ 90,000
Accounts receivable 72,000 20,000 94,000
Inventory 33,000 45,000 88,000
Buildings and equipment (net) 400,000 150,000 650,000
Goodwill ?
Total assets ₱ 570,000 ₱ 240,000 ₱ ?
Accounts payable ₱ 50,000 ₱ 25,000 ₱ 75,000
Bonds payable 250,000 100,000 350,000
Common stock, ₱2 par 100,000 25,000 160,000
Additional paid-in capital 65,000 20,000 245,000
Retained earnings 105,000 70,000 ?
Total Liab. & Equities ₱ 570,000 ₱ 240,000 ₱ ?
Questions:
a. What number of shares did Angkas issue for this acquisition?
b. At what price was Angkas stock trading when stock was issued for this acquisition?
c. What was the fair value of the net assets held by Kandong at the date of combination?
d. What amount of goodwill will be reported by the combined entity immediately following the combination?
e. What balance in retained earnings will the combined entity report immediately following the combination?
16. To comply with certain capital requirements, companies X, Y and Z agreed to consolidate. The new corporation will be
known as AAA Corporation, and the following pertinent information were gathered:
X Y Z
Total assets ₱ 1,100,000 ₱ 1,500,000 ₱ 1,200,000
Total liabilities 800,000 900,000 800,000
Annual net income 105,000 240,000 136,000
Additional information:
• The total assets and the total liabilities are at audited values, and they have been agreed upon as the basis for the
consolidation.
• AAA Corporation will issue 10%, ₱100 par value, cumulative preferred shares for the net assets contributed, and
₱100 par value common stocks for earnings in excess of a 15% normal rate of return capitalized at 20%.
• Cash equivalent to 30% of the par value of the common stock to be issued will be paid by the stockholders of the
three companies and will be treated as premium on common shares.
The total preferred shares to be issued and the premium on common shares are (RPCPA):
a. 13,000 shares and ₱429,000 c. 13,000 shares and ₱487,500
b. 12,900 shares and ₱377,500 d. 13,700 shares and ₱539,000
17. A condensed statement of financial position at July 31 and the related current fair value data for Waze Company are
presented below:
Carrying value Fair value
Current assets ₱ 800,000 ₱ 880,000
Property and equipment 1,000,000 1,300,000
Patent 200,000 190,000
Total assets ₱ 2,000,000 ₱ 2,370,000
Current liabilities ₱ 200,000 ₱ 230,000
Non-current liabilities 500,000 450,000
Share capital, ₱20 par value 420,000
Accumulated profits 880,000
Total liabilities and shareholder’s equity ₱ 2,000,000
On August 1, Gmaps Corporation issued 20,000 shares of its ₱20 par value ordinary shares (fair value, ₱45 per share)
and ₱800,000 cash for the net assets of Waze Company. ₱80,000 of share issuance cost was paid by Gmaps. Gmaps
and Waze is subject to 30% tax rate.
Which of the following statements is incorrect?
a. The goodwill on the acquisition is ₱10,000.
b. The net increase in asset is ₱1,653,000.
c. The net increase in liabilities is ₱809,000.
d. The increase in net assets is ₱844,000.
"In the game of life, it's a good idea to have a few early losses, which relieves you of the pressure of trying to maintain an
undefeated season."
“It is perseverance in the right direction that bears true success.”
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