FR – L2 – Q86 – Business Combinations

On 1 April 20X3, Draco Limited acquired 90% of the equity shares in Aboro Limited. On the same day Draco Limited accepted a 10% loan note from Aboro Limited for GH₵200,000 which was repayable at GH₵40,000 per annum (on 31 March each year) over the next five years. Aboro Limited’s retained earnings at the date of acquisition were GH₵2,200,000.

Statements of financial position as at 31 March 20X4

Draco Limited Aboro Limited
GH₵000 GH₵000 GH₵000 GH₵000
Non-current assets
Property, plant and equipment 2,120 1,990
Intangible – software 1,800
Investments – equity in Aboro Limited 4,110
Investments – 10% loan note Aboro Limited 200
Investments – others 65 210
6,495 4,000
Current assets
Inventories 719 560
Trade receivables 524 328
Aboro Limited current account 75
Cash 20
1,338 888
Total assets 7,833 4,888
Equity and liabilities:
Capital and reserves
Equity shares of GH₵1 each 4,000 2,000
Retained earnings 2,900 1,955
6,900 3,955
Non-current liabilities
10% Loan note from Draco Limited 160
Government grant 230
390
Current liabilities
Trade payables 475 472
Draco Limited current account 60
Income taxes payable 228 174
Operating overdraft 27
730 706
Total equity and liabilities 7,833 4,888

The following information is relevant
(i) Included in Aboro Limited’s property at the date of acquisition was a leased property recorded at its depreciated historical cost of GH₵400,000. The property had been sub-let for its remaining life of only four years at an annual rental of GH₵80,000 payable in advance on 1 April each year. The directors of Draco Limited are of the opinion that the fair value of this property is best reflected by the present value of its future cash flows. An appropriate cost of capital for the group is 10% per annum.
The present value of a GH₵1 annuity received at the end of each year where interest rates are 10% can be taken as:
3 year annuity GH₵2.50
4 year annuity GH₵3.20

(ii) The software of Aboro Limited represents the depreciated cost of the development of an integrated business accounting package. It was completed at a capitalised cost of GH₵2,400,000 and went on sale on 1 April 20X2. Aboro Limited’s directors are depreciating the software on a straight-line basis over an eight-year life (i.e. GH₵300,000 per annum). However, the directors of Draco Limited are of the opinion that a five-year life would be more appropriate as sales of business software rarely exceed this period.

(iii) The inventory of Draco Limited on 31 March 20X4 contains goods at a transfer price of GH₵25,000 that were supplied by Aboro Limited who had marked them up with a profit of 25% on cost. Unrealised profits are adjusted for against the profit of the company that made them.

(iv) On 31 March 20X4 Aboro Limited remitted to Draco Limited a cash payment of GH₵55,000. This was not received by Draco Limited until early April. It was made up of an annual repayment of the 10% loan note of GH₵40,000 (the interest had already been paid) and GH₵15,000 of the current account balance.

(v) The accounting policy of Draco Limited for non-controlling interests (NCI) in a subsidiary is to value NCI at a proportionate share of the net assets.

(vi) An impairment test at 31 March 20X4 on the consolidated goodwill concluded that it should be written down by GH₵120,000. No other assets were impaired.

Required
Prepare the consolidated statement of financial position of Draco Limited as at 31 March 20X4.

Draco Limited
Consolidated statement of financial position as at 31 March 20X4

Assets GH₵000
Non-current assets
Property, plant and equipment (W1) 4,020
Goodwill (W4) 480
Software (W1) 1,440
Investments (65 + 210) 275
6,215
Current assets
Inventories (W2) 1,274
Trade receivables (524 + 328) 852
Cash and bank (20 + 55 cash in transit) 75
2,201
Total assets 8,416

Equity and liabilities GH₵000
Capital and reserves
Equity capital 4,000
Reserves
Retained earnings (W3) 2,420
6,420
Non-controlling interest (W5) 350
6,770
Non-current liabilities
Government grants (230 + 40) 270
270
Current liabilities
Trade payables (475 + 472) 947
Operating overdraft 27
Income tax liability (228 + 174) 402
1,376
Total equity and liabilities 8,416

Workings

(W1) Property, plant and equipment

GH₵000
Balance from question – Draco Limited 2,120
Balance from question – Aboro Limited 1,990
Fair value adjustment on acquisition (see below) (120)
Over-depreciation re fair value adjustment year to 31 March 20X4 30
4,020

A fair value of the leased property (right of use asset) based on the present value of the future rentals (receivable in advance) would be the next (nondiscounted) payment of the rental plus the final three years as an annuity at 10%:

GH₵000
PV of rental receipts: GH₵80,000 + (GH₵80,000 × 2.50) 280
Carrying amount on acquisition (400)
Fair value reduction of right of use property (120)

The depreciation of the right of use asset in Aboro Limited’s accounts would be GH₵100,000 per annum. However in the consolidated accounts it should be GH₵70,000 (GH₵280,000 / 4). This would require a reduction in depreciation of GH₵30,000 in the consolidated accounts for the next four years.

Software:

Aboro Limited’s accounts Consolidated figures Difference
GH₵000 GH₵000
Capitalised amount 2,400 2,400
Depreciation to 31 March 20X3 (300) 8 year life
Value at date of acquisition 2,100 1,920 180 fair value adjustment
Depreciation to 31 March 20X4 (300) (480) 180 additional amortisation
Carrying amount 31 March 20X4 1,800 1,440

(W2) Inventories

GH₵000
Amounts given in the question (719 + 560) 1,279
Unrealised profit in inventories (25 × 25/125) (5)
1,274

(W3) Retained earnings

GH₵000 GH₵000
Retained profits of Aboro Limited, 31 March 20X4 1,955
Adjustments:
Excess charge for leasehold depreciation 30
Insufficient charge for Software amortisation (180)
Unrealised profit in inventory (W2) (5)
Adjusted retained profits at 31 March 20X4 1,800
Retained earnings of Aboro Limited at 1 April 20X3 2,200
Aboro Limited: loss for the year (post-acquisition loss) (400)
Parent company share of post-acquisition loss (90%) (360)
Draco Limited reserves at 31 March 20X4 2,900
Goodwill impairment (120)
Consolidated retained profits at 31 March 20X4 2,420

(W4) Goodwill

GH₵000 GH₵000
At acquisition date
Shares of Aboro Limited 2,000
Retained earnings of Aboro Limited 2,200
Fair value adjustments:
Leasehold (W1) (120)
Software (W1) (180)
3,900
Acquired by Draco Limited (90%) 3,510
Cost of investment 4,110
Goodwill at acquisition 600
Impairment 120
Goodwill at 31 March 20X4 480

(W5) Non-controlling interests

GH₵000
Share capital of Aboro Limited 2,000
Adjusted retained earnings of Aboro Limited, 31 March 20X4 (W3) 1,800
Fair value adjustments:
Leasehold (120)
Software (180)
Total net assets at 31 March 20X4 3,500
Non-controlling interests (10%) 350

(W6) Elimination of current accounts:

GH₵000
Aboro Limited’s current account with Draco Limited per question 75
Deduct cash in transit regarding this balance (15)
Adjusted figure to cancel 60

(W7) Elimination of intra-group loan:

GH₵000
Investment in Draco Limited’s books 200
Deduct repayment in transit (40)
Non-current liability in Aboro Limited’s books 160