ACCT20002 Lecture Notes - Lecture 8: Accounts Receivable, Accounts Payable, Hedeby Stones

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Exercise 25.5 Accounting by an acquirer
Howard Ltd is seeking to expand its share of the widgets market and has negotiated to
take over the operations of Falcon Ltd on 1 January 2021. The statements of financial
position of the two companies as at 31 December 2020 were as follows.
Howard Ltd is to acquire all the identifiable assets, except cash, of Falcon Ltd. The
assets of Falcon Ltd are all recorded at fair value except the following.
In exchange, Howard Ltd is to provide sufficient extra cash to allow Falcon Ltd to
repay all of its outstanding debts and its liquidation costs of $2400, plus two fully paid
shares in Howard Ltd for every three shares held in Falcon Ltd. The fair value of a
share in Howard Ltd is $3.20.
Costs of issuing the shares were $1200.
Required
Prepare the acquisition analysis and journal entries to record the business combination
in the records of Howard Ltd.
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HOWARD LTD FALCON LTD
Acquisition analysis:
Net fair value of assets and liabilities acquired:
Accounts receivable $34 700
Inventory 39 000
Freehold land 130 000
Buildings 40 000
Plant and equipment 46 000
$289 700
Consideration transferred:
Shares: 2/3 x 60 000 x $3.20 $128 000
Cash
Accounts payable $45 100
Mortgage and interest 44 000
Debentures and premium 52 500
Liquidation expenses 2 400
144 000
Cash already held by Falcon (12 000) 132 000
$260 000
Gain on bargain purchase = $289 700 - $260 000
= $29 700
HOWARD LTD
General Journal
Accounts receivable Dr 34 700
Inventory Dr 39 000
Freehold land Dr 130 000
Buildings Dr 40 000
Plant and equipment Dr 46 000
Cash Cr 132 000
Share capital Cr 128 000
Gain on bargain purchase Cr 29 700
(Acquisition of net assets of
Falcon Ltd and shares issued)
Share capital Dr 1 200
Cash Cr 1 200
(Costs of issuing shares)
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Exercise 26.6 Options
Toby Ltd and Fred Ltd own 80% and 20% respectively of the ordinary shares that carry
voting rights at a general meeting of shareholders of Stella Ltd. Toby Ltd sells half of its
interest to Coco Ltd and buys call options from Coco Ltd that are exercisable at any time
at a premium to the market price when issued and, if exercised, would give Toby Ltd its
original 80% ownership interest and voting rights. At the end of the current financial
period, the options are out of the money.
Required
Discuss whether Toby Ltd is the parent of Stella Ltd. (LO2)
Facts:
Toby Ltd - 40% of ordinary shares of Stella Ltd
Fred Ltd - 20% of ordinary shares of Stella Ltd
Coco Ltd - 40% of ordinary shares of Stella Ltd
Toby Ltd owns call options that would give it 80% of the voting rights of Stella Ltd.
When considering potential voting rights, an investor shall consider the purpose and design of
the instrument, as well as the purpose and design of any other involvement the investor has
with the investee. This includes an assessment of the various terms and conditions of the
instrument as well as the investor’s apparent expectations, motives and reasons for agreeing to
those terms and conditions.
If the investor also has voting or other decision-making rights relating to the investee’s
activities, the investor assesses whether those rights, in combination with potential voting
rights, give the investor power.
An investor, in assessing whether it has power, considers only substantive rights relating to an
investee (held by the investor and others). For a right to be substantive, the holder must have
the practical ability to exercise that right. It is necessary to consider any barriers that might
prevent the holder from exercising the rights. Examples of such barriers include:
(i) Financial penalties and incentives that would prevent (or deter) the holder from exercising
its rights.
(ii) An exercise or conversion price that creates a financial barrier that would prevent (or deter)
the holder from exercising its rights.
(iii) Terms and conditions that make it unlikely that the rights would be exercised, for example,
conditions that narrowly limit the timing of their exercise.
(iv) The absence of an explicit, reasonable mechanism in the founding documents of an
investee or in applicable laws or regulations that would allow the holder to exercise its
rights.
(v) The inability of the holder of the rights to obtain the information necessary to exercise its
rights.
(vi) Operational barriers or incentives that would prevent (or deter) the holder from exercising
its rights (e.g. the absence of other managers willing or able to provide specialised services
or provide the services and take on other interests held by the incumbent manager).
(vii) Legal or regulatory requirements that prevent the holder from exercising its rights (e.g.
where a foreign investor is prohibited from exercising its rights).
As the call options are out of money, Toby Ltd’s management will certainly not exercise the
options. As such, the options are not substantive and therefore they should not be considered
in determining control.
In conclusion, Toby Ltd is not the parent of Stella Ltd.
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Document Summary

Howard ltd is seeking to expand its share of the widgets market and has negotiated to take over the operations of falcon ltd on 1 january 2021. The statements of financial position of the two companies as at 31 december 2020 were as follows. Howard ltd is to acquire all the identifiable assets, except cash, of falcon ltd. The assets of falcon ltd are all recorded at fair value except the following. The fair value of a share in howard ltd is . 20. Prepare the acquisition analysis and journal entries to record the business combination in the records of howard ltd. Net fair value of assets and liabilities acquired: Gain on bargain purchase (acquisition of net assets of. At the end of the current financial period, the options are out of the money. Discuss whether toby ltd is the parent of stella ltd. (lo2)

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