Examiner’s report – FR March/June 2021
20
Requirement (a) – 6 marks
The calculation of goodwill is a standard adjustment in
consolidated financial
statements. When candidates are asked to prepare a consolidated statement of
financial position, the calculation of goodwill is generally dealt with very well. When it
is part of a standalone requirement, some candidates appear to struggle with its
preparation. It is important to note that you could be asked to prepare any of the
adjustments typically associated with a consolidated statement of financial position as
a standalone requirement (e.g. goodwill, non-controlling interest (NCI), consolidated
retained earnings and the investment in associate). It is therefore important that you
understand the make-up of these workings rather than rote-learning
an approach to a
consolidated statement of financial position.
Goodwill on acquisition is typically calculated as follows:
$’000
Cost of investment
X
NCI at acquisition
X
Fair value of net assets at acquisition
(X)
Goodwill on acquisition
X
The cost of investment in this question is comprised of two elements – a share
exchange and a deferred cash payment, due one year after acquisition.
While many candidates calculated the share exchange correctly, there
were common
errors made by some. These errors typically arose where candidates used the incorrect
number of shares in their calculation or, more commonly, the incorrect share price. You
are told in the question that Gold Co acquired 90% of Silver Co’s 16 million $1 equity
shares, therefore they have purchased 14.4 million equity shares. It is this number of
shares that should be used in the share exchange calculation. Some candidates
incorrectly used the full 16 million equity shares in the exchange calculation.
Gold Co issued 8.64 million shares in the exchange (14.4 million shares x 3/5) and
these must be measured at fair value. Many candidates incorrectly used the share
price of $3.50 relating to the value of Silver Co’s shares at acquisition. As Gold Co
issues the shares as part of the acquisition, these shares must be valued using Gold
Co’s share price at acquisition of $8.00.
The deferred cash payment was generally dealt with very well. There were some
surprising calculations though that made use of both the discount factor of 0.9091 that
was given in the question followed by a further application of the discounting formula.
This part of the calculation should have been straightforward and candidates simply
needed to multiply $34.848 million (14.4 million shares x $2.42) by 0.9091 to get the
fair value of the deferred consideration at the acquisition date of $31.680 million. Some
candidates used the discounting formula instead which was also acceptable ($34.848
million x 1/1.1
1
) and marks were awarded accordingly by the marking team.
The NCI at acquisition is to be measured at fair value in the Gold group. Often
candidates will be
given this fair value, however in this question, NCI needed to be
Examiner’s report – FR March/June 2021
21
calculated. There were numerous mistakes made by candidates when arriving at this
amount. Remember, the fair value of NCI at acquisition is found by taking the number
of shares the NCI still own, multiplied by the subsidiary share price at acquisition. In
this question this was found as 1.6 million shares (16 million shares x 10%) x $3.50.
Finally, the fair value of net assets at acquisition can be prepared. These
should initially
comprise the share capital of Silver Co and its retained earnings at 1 January 20X2.
The retained earnings at acquisition are often incorrectly calculated. In note (1) you
are told the retained earnings of Silver Co at 1 October 20X1 only. So the retained
earnings at acquisition should be $56 million + (3/12 x Silver Co’s profit for the year
($9.920 million)) this would reflect the opening retained earnings, plus the profit made
before Gold Co took control of Silver Co.
There were two net asset fair value adjustments in this question, and details for these
were outlined in note (2). The adjustment to plant was generally dealt with well,
although some candidates incorrectly tried to adjust fair value depreciation within the
calculation of goodwill. Again, this would not be necessary as you are
using the fair
values that exist at the date Gold Co takes control. Surprisingly, despite being tested
before, many candidates omitted the fair value adjustment in respect of the contingent
liability entirely. In accordance with IFRS 3 Business Combinations, the contingent
liability was part of net assets acquired and should be included at fair value in the
consolidated financial statements.
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