Accounting for Business Combinations - Virtual Corp. (VC) Case Assignment

Bijan Toufighi, CPA, CA, 2020BUSI 3001 R –Accounting for Business Combinations Virtual Corp. (“VC”)Case AssignmentVirtual Corp.(VC) is a Canadian-based investment company that seeks to provide investor returns through strategic investments of companies offering remote based services and other online services.VC completed its initial public offering (IPO) on January 1, 2020 andbegun its operationson that date. The Company trades on the TSX Venture and therefore reports under IFRS. VC is effectively a shell company that raises capital through share issuances in CAD from Canadian investors. The general and administrative costs incurred by VC are allincurred in CAD. VC’s presentation currency is the CAD.Today is August1,2020. You have recentlyjoined VCas the new VP Finance. Your first major task is to assist WFIwith the June 30, 2020 interimfinancial statements for reporting purposes. The major accounting considerations have yet to be made forthe investmentsand transactionsbelow. Speed Inc. (“SI”)On January 1, 2020, VC purchased 10,000,000 common shares of SpeedInc (SI) for $10,000,000USD. SIalso issued $5,000,000USDof convertible debtto VCUSD. Each $1USDof convertible debt can be converted for 1 common share at an exercise price of $0.90USD.SIprovides remotebased conference services to customers. SIwas wholly owned by two shareholders before the VCpurchase. With this share purchase, VCobtained 4of the 7seats on the board of directors. 1 of the remaining seats is held by the CEO of Webcam Corp. (“WC”),2 of the remaining seats are held by the other two owners who hold the remaining 12,000,000shares. The reason VCpurchased the shares of SI, was because it expects to direct the relevant activities of SIin the future. VCalso plans on providing additional funding to SIin the future for improvements in its technology. Once SIis cash flow positive, SIplans on declaring monthly distributions of dividends to be used as returns for the investors of SI. The following is a copy of the draft statement of financial position of SI.

Bijan Toufighi, CPA, CA, 2020Speed IncStatement of Financial PositionJanuary 1, 2020(In USD)Book ValueFair ValueCurrent Assets1,000,000 1,200,000 Current Liabilities600,000 700,000 Ordinary Shares300,000 Retained Earnings100,000 A business valuator (CBV) has estimated the fair values that were not recorded on the accounting records. The CBV has valued SI’s brand at a fair value of $3,000,000USD, with an indefinite useful life. The brands have both been legally trademarked. SI’s workforce has been valued at $1,000,000USD. SI has a patentfor its web-conferencing technology. This technology is utilized to generate subscription revenue. The patent has a legal life of 25 years, and the CBV estimates that the technology will be obsolete in 5 years. The patent has an estimated value of $5,000,000USD.SI is headquartered in Vancouver, British Columbia. A majority of its customers pay in USD. The Company’s payroll costs are entirely paid in CAD. SI’soperating costs are in USD other than its rent costs.Webcam Corp. (“WC”)VCpurchased 15% of the shares of Webcam Corp.(WC)on February 1, 2020for $1,000,000. WC manufacturers high quality webcams for business and individual consumers. VCpurchased the shares of WCto develop strategic partnerships with its other future technology investments. VC’sChief Operating Officer joined the board of WCand is also acting as the Chief Operating Officer for WCuntil the Company finds a suitable full time Chief Operating Officer. WCgenerated an income of $25,000from February 1, 2020 to June 30, 2020, This came to a surprise to the management of VC, as VC was expecting a much stronger performance, especially with the increasedprospect of sales due to COVID-19. VC is a private company, therefore no share data is available, however VC management believes it has significantly overpaid for the WC shares.VC is considering purchasing the remaining 85% of shares of WCat a lower price per share to help turnaround operations in the future. The sale of webcams is distinctly different than conferenceservicesprovided by SI, and the CEO would be monitoring this performance separately. Bijan Toufighi, CPA, CA, 2020Required:1)Please provide the relevant accounting treatment for the twotransactions above. Your discussions should use the case facts and the appropriate technical accounting guidance andshould be quantified when possible.2)Please discuss if Virtual Corp. canuse a CAD presentation currency. Please discuss the functional currency of Virtual Corp. and its controlled entities. 3)Please discuss how the purchase of Webcam Corp.will impact the Company’s financial statement disclosures.