- 25 Marks
FR – L2 – Q86 – Business Combinations
Question
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.
Answer
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 |
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