ADFA II- Ch 5
ADFA II- Ch 5
ADFA II- Ch 5
Solution
1. Record the business combination
Purchase Ltd. recorded the combination as a purchase on December 31, 20x5 with the following
journal entries.
The post-acquisition SFP of Purchase Ltd. and Target Ltd., and the fair values of Target Ltd.’s
assets and liabilities, are shown below.
Table 5.4. Post-Combination Statements of Financial Position
December 31, 20X5
Purchase Ltd. Target Ltd. FV of Target Ltd.
Cash $1,000,000 $50,000 $50,000
Accounts receivable 2,000,000 150,000 150,000
Inventory 200,000 50,000 50,000
Land 1,000,000 300,000 400,000
Buildings and equipment 3,000,000 500,000 550,000
Accumulated depreciation (1,200,000 ) (150,000 )
Compiled By: Kedir S.(MSc.) 4
Investment in Target Ltd. 1,200,000 —
Total assets $7,200,000 $900,000
Accounts payable $1,000,000 $100,000 ($100,000)
Long-term notes payable 400,000 —
Common shares* 3,800,000 200,000
Retained earnings 2,000,000 600,000
Total liabilities and shareholders’ equity $7,200,000 $900,000 ____________
Net fair value of Target Ltd. assets
and liabilities $1,100,000
Step 2: Eliminate parent’s investment account and subsidiary’s share equity accounts
The parent’s investment account and subsidiary’s share equity accounts are eliminated using the
following journal entry.
ASSETS
Current assets:
Cash [1,000,000 + 50,000]
$1,050,000
Accounts receivable [2,000,000 + 150,000] 2,150,000
Inventory [200,000 + 50,000] 250,000
$3,450,000
Property, plant, and equipment:
Land [1,000,000 + 300,000 + 100,000a] 1,400,000
Buildings and equipment [3,000,000 + 500,000 + 50,000a] 3,550,000
Accumulated depreciation [1,200,000 + 150,000 – 150,000a] (1,200,000)
$3,750,000
Other Assets:
Investment in Target Ltd. [1,200,000– 400,000a – 800,000e] _0_
Goodwill [+ 100,000a] 100,000
TOTAL ASSETS $7,300,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
The post-acquisition SFP of Purchase Ltd. and Target Ltd., and the fair values of Target Ltd.’s
assets and liabilities, are shown below.
To reiterate, under the entity method, the goodwill of $100,000 represents the sum of Purchase
Ltd.’s share of $70,000 and the NCI’s share of $30,000. You will notice that in table 5.9. we
calculate 100% of the fair value of Target Ltd. based on the purchase price of $840,000 paid by
Purchase Ltd. for its 70% share. This is a very quick and uncomplicated method of calculating the
full fair value of the acquisition. However, this calculation won’t yield the correct result if the
buyer pays less than its proportionate fair value of the target company’s net assets, which is known
as a bargain purchase. We will illustrate the correct method for a bargain purchase in a separate
section toward the end of this chapter. Under the entity method, the NCI is measured at its share
of 100% of the fair value of Target Ltd., including the full value of goodwill—that is, 30% of
$1,200,000, or $360,000. Included in the $360,000 is the NCI’s share of goodwill, which is 30%
of $100,000, or $30,000.
Allocation of FVA and determination of NCI & Good will
Under the entity method we need to include the full fair value of Target Ltd.’s assets and liabilities
in the Purchase Ltd. consolidated SFP, rather than just the fair value adjustments that relate to
Purchase Ltd.’s 70% share. Therefore, to balance the SFP, we need to allocate to the NCI its 30%
share of the carrying value (i.e., $800,000 × 30% = $240,000) and fair value adjustment ($400,000
× 30% = $120,000, including goodwill) of Target Ltd.’s net assets. The total goodwill of $100,000
relating to the acquisition of Target Ltd. is made up of the $70,000 paid by Purchase Ltd. for its
70% share and $30,000, the NCI’s share allocated to it. Therefore, the non-controlling interest is
$360,000, calculated as (30% × $1,100,000) + (30% × $100,000).
The allocation of the FVA to the various assets and liabilities acquired is carried out following the
Measure step of the MEAR steps to consolidation. The Allocation of FVA to identifiable assets is
recorded using the following journal entry.
ASSETS
Current assets:
Cash [1,000,000 + 50,000]
$1,050,000
Accounts receivable [2,000,000 + 150,000] 2,150,000
Inventory [200,000 + 50,000] 250,000
$3,450,000
Property, plant, and equipment:
Land [1,000,000 + 300,000 + 100,000a] 1,400,000
Buildings and equipment [3,000,000 + 500,000 + 50,000a] 3,550,000
Accumulated depreciation [1,200,000 + 150,000 – 150,000a] (1,200,000)
$3,750,000
Other Assets:
Investment in Target Ltd. [840,000– 280,000a – 560,000e] _0_
Goodwill [+ 100,000a] 100,000
TOTAL ASSETS $7,300,000
5.5. DISCLOSURE
Business combinations are significant events. They often change the nature of operations of a
company and thus change the components of the earnings stream. All users’ financial reporting
objectives are affected by substantial business combinations. At a minimum, the asset and liability
structure of the reporting enterprise is changed. Disclosure of business combinations therefore is
quite important. IFRS 3 requires a long list of disclosures for business combinations completed
during a reporting period. The acquirer is required to disclose information that enables
users to evaluate:
➢ the nature and financial effect of business combinations that occurred either during the
reporting period or after the end of the reporting period but before the date on which the
financial statements for that period are authorized for issue; and
➢ the financial effects of the adjustments made in the current reporting period relating to a
business combination that occurred either in that reporting period or in previous reporting
periods.
We will not reproduce the complete list of disclosures here; the more essential aspects
include:
➢ a description, including the name of the acquired subsidiary, the date of acquisition,
percentage of the voting shares acquired, primary reason for the business combination, and
how control was obtained;
➢ a qualitative description of the factors giving rise to the goodwill and intangible assets not
separately identifiable from goodwill;
➢ the amount of any contingent consideration recognized, and the arrangement and basis for
arriving at such amount;
➢ amounts of the major classes of assets and liabilities acquired;
➢ fair value on the acquisition date of the purchase consideration transferred and of each major
class of consideration;