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Accounting 2
Advance Financial
Accounting Vol. 2
RECONCILIATION OF RECIPROCAL
ACCOUNTS (Common Errors)
BUSINESS
COMBINATION
INTRODUCTION
BUSINESS COMBINATION
IFRS 3 (2008) Business Combination as
a transaction or event in which an
acquirer obtains control of one or more
businesses.
Business Combination is the term
applied to external expansion in which
separate enterprises are brought
together into one economic entity as a
result as one enterprise obtaining
control over the net assets &
operations of another enterprise.
CLASSIFICATION OF
BUSINESS COMBINATION
CLASSIFICATION OF
BUSINESS COMBINATION
CLASSIFICATION OF
BUSINESS COMBINATION
#1.
Acquisition of Assets
A. Statutory Merger
when 2 or more entity
merge into
single business
which shall be one of the
constituent corporation.
A Corp + B Corp = A or B Corp.
CLASSIFICATION OF
BUSINESS COMBINATION
#1.
Acquisition of Assets
B. Statutory Consolidation
- when 2 or more consolidate &
form a new corporation from
then on.
A Corp. + B Corp. = Z Corp.
CLASSIFICATION OF
BUSINESS COMBINATION
#2.
Stock
Acquisition
or
Acquisition
of Common Stock
The acquiring corporation may acquire
majority
ownership
interest
of
outstanding shares common stock or
control of a corporation & the separate l
legal entities of each enterprise are
preserved or they both continue their
legal existence
Parent (acquiring Corp.) & Subsidiary
(acquired corp.) relationship.
CLASSIFICATION OF
BUSINESS COMBINATION
#2.
Stock Acquisition or
Acquisition
of Common
Stock
Accounting Rule:
2 companies may be viewed as a
single reporting entity, PAS #27
mandates for a consolidated
financial statements.
Accounting Procedure:
Identifying the Acquirer
The ACQUIRER is the combined
entity that obtains control of the
other combining entities.
Indicators:
1. Fair Value of one entity is
significantly greater than that of
the other combining enterprises
therefore, Larger entity would be
deemed the Acquirer.
Accounting Procedure:
Identifying
(cont.)
the
Acquirer
Accounting Procedures in
Recording the Acquisitions:
(1) All accounts identified are
measured at estimated Fair
Value. This always the case
even if the consideration given
for a company is less than the
sum of the fair value of the net
assets acquired.
Accounting Procedures in
Recording the Acquisitions:
Consideration Transferred:
Is measured at Fair Value at acquisition
date calculated as the sum of the
acquisition date of Fair Value of:
the asset transferred by the Acquirer
the liabilities incurred by the Acquirer to
former owners of the acquiree.
the equity interest issued by the
Acquirer.
Accounting Procedures in
Recording the Acquisitions:
(2)
(3)
Accounting Procedures in
Recording the Acquisitions:
(4) All Acquisition- Related Cost
are Expensed in the period in
which the cost are incurred,
with one exemption. The cost
to issue equity securities are
recognize as a reduction from
the value assigned to Share
Premium (APIC)
Accounting Procedures in
Recording the Acquisitions:
Therefore:
Direct Cost of Combination = EXPENSE
Indirect Cost of Combination =
EXPENSE
Cost to Issue and Register Stock =
Debit to Share Premium (APIC)
account
Cost to Issue Debt Securities (Bonds)
= Bond Issue Cost
Accounting Procedures in
Recording the Acquisitions:
Contingent Consideration
[ Par. 39 of PFRS #3 2008]
The acquirer shall recognize the
acquisition date Fair Value of
contingent consideration as part of
the consideration transferred.
If it was Revalued based on
additional
information,
the
estimated liability & Goodwill or
Income from Acquisition would be
adjusted.
Accounting Procedures in
Recording the Acquisitions:
Contingent Consideration
[ Par. 39 of PFRS #3 2008]
Entry:
Dr. Goodwill
XX
Cr. Contingent
Consideration
Payable
XX
Accounting Procedures in
Recording the Acquisitions:
Contingent Consideration
[ Par. 39 of PFRS #3 2008]
Entry:
Dr. Loss on Contingent Consideration Payable
XX
Cr. Contingent Consideration Payable
XX
Computation of Goodwill
(Direct Approach)
950,000
975,000
950,000
1,075,000
1,050,000
5,000,000
Computation of Goodwill
(Direct Approach)
Method #1:
Purchase
of
Earnings
Ave.
Excess
Computation of Goodwill
(Direct Approach)
Method #2:
Computation of Goodwill
(Direct Approach)
Method #3:
Capitalization
of
Average
Earnings
Note: Goodwill is measured at average
earnings capitalized at 10%
Computation of Goodwill
(Direct Approach)
Method #4:
Computation of Goodwill
(Direct Approach)
Method #4:
Illustrative Problem
Balance Sheet:
Illustrative
OBSERVATION: Problem (Case
1)Balance Sheet Presentation:
Under the Acquisition Method, the
Balance Sheet of the Acquirer after
the combination are included all
assets & liabilities of the acquiree
at fair value.
Income Statement Presentation:
The Income Statement of the
Acquirer for the accounting period
in which business combination
occurred included the operating
results of the acquiree after the
ACQUISITION OF
STOCK
Note:
Acquisition company deals
only
w/
existing
shareholders
of
the
acquired company not the
company itself.
Data:
10,000 shares @ 100 par
value
P 2,000,000 cash paid
P 100,000 cash paid for
professional fees.
(2) To record
related cost
the
acquisition-
OBSERVATION:
Entries do not record the individual
underlying assets and liabilities over w/c
control is achieved.
It is recorded in an Investment Account
the represents the controlling interest in
the net assets of the subsidiary.
Date of Acquisition of Stock no goodwill
or income from acquisition is recorded by
the acquirer.
The Investment in Subsidiary account
would appear as a long-term investment
on Acquirers Balance Sheet.
Impairment of Goodwill
Impairment Testing in Later
Periods
Note:
Goodwill is considered to be
impaired
if
the
carrying
amount of the units net assets
(including goodwill) exceeds
the recoverable amount of the
unit.
CONSOLIDATED
STATEMENT OF
FINANCIAL
STATEMENTS
Consolidated Financial
Statements
Presentation of Noncontrolling
interest in the consolidated F/P
Noncontrolling interests shall be presented
in the consolidated statement of financial
position within equity, separately from
the equity of the owners of the parent.
Profits or loss and each component of
other comprehensive income are
attributed to the owners of the parent and
to the noncontrolling interests even if this
results in the noncontrolling interests
having a deficit balance.
Presentation of Noncontrolling
interest in the consolidated F/P
If a subsidiary has outstanding
cumulative preference shares that
are classified as equity and are held
by noncontrolling interests and
classified as equity, the parent
computes its share of profits or
losses after adjusting for the
subsidiarys preference dividends,
whether or not dividends have been
declared.
Separate Financial
Statements
Separate F/S are those presented by
a parent, an investor in an associate
or a venturer in a jointly controlled
entity, in which the investments are
accounted for on the basis of the
direct equity interest rather than on
the basis of the reported results and
net assets of the investee.
CONSOLIDATED
FINANCIAL STATEMENTS
Subsequent to Date
of Acquisition
Consolidated Net
Income
PARENT COMPANY APPROACH
- Consolidated net income is that part of the
total enterprises income that is assigned
to the parent companys stockholders.
- For Wholly owned subsidiary,
- All income of the parent and its
subsidiaries accrues to the parent
company.
- For Partial owned subsidiary,
- A portion of its income accrues to its NCI
and is excluded from consolidated net
income.
Consolidated Net
Income
PARENT COMPANY APPROACH
Consolidated Net
Income
ENTITY APPROACH
- For Wholly owned subsidiary,
- The consolidated net income is
computed similarly as that of
the parent.
- For Partial owned subsidiary,
- The portion of its income
accruing to NCI is included in
the consolidated net income.
Consolidated Net
Income
ENTITY APPROACH
Consolidated Net
Income
OBSERVATION:
Consolidated Net Income under
parent company approach is the
same as the income allocated to
parent company stockholders under
approach.
Difference b/w parent company and
entity approaches lie solely in the
manner of consolidating parent and
subsidiary F/S and in reporting the B/S
and I/S.
Consolidated Net
Income
Elimination Entries:
ACCOUNTING FOR
INVESTMENT IN A
SUBSIDIARY
Cost Method Equity Method
Used when the
Used when the
parent (acquirer)
acquirer/investor
owns directly or
owns 20% or more
indirectly more
(less than 50%) of
than half of the
the voting power of
the
voting power of
investee/acquiree,
an entity
thereby exercising
(acquiree),
significant influence
thereby
exercising control over the operations
of the investees.
(IAS 27)
ACCOUNTING FOR
INVESTMENT IN A
SUBSIDIARY
EQUITY METHOD
The investment account is initially
recorded at cost and is increased or
decreased to recognize the investors
share of the income or loss of the
investee after the date of acquisition.
Dividends received from an investee
reduce the investment account
balance.
Wholly Owned
Subsidiary Acquisition
st Year After Acquisition
1
at BV
Wholly Owned
Subsidiary Acquisition
PARENTS
at BV ENTRIES:
Wholly Owned
Subsidiary Acquisition
WORKING
PAPER
ELIMINATION
at
BV
ENTRIES:
(1)Elimination Dividend Income account
against the Dividend Declared by the
subsidiary.
(2)Eliminate the investment and equity
accounts at date of acquisition.
**this accounting technique is
necessary because the parents
Investment in Subsidiary account is
maintained @the cost of the original
investment under the cost method.
Wholly Owned
Subsidiary Acquisition
WORKING
PAPER
ELIMINATION
at
BV
ENTRIES:
(1)Elimination Dividend Income account
against the Dividend Declared by the
subsidiary.
(2)Eliminate the investment and equity
accounts at date of acquisition.
**this accounting technique is
necessary because the parents
Investment in Subsidiary account is
maintained @the cost of the original
investment under the cost method.