Business Purchase
Business Purchase
BUSINESS PURCHASE
Introduction
The purchase of a business should be distinguished from the purchase of assets of
another business. Where a company buys the assets of another business, the later will
cease to trade. Such an arrangement does not involve the payment for goodwill.
However, a business purchase involves a company buying another business by taking
over its assets and liabilities and continuing with the operations, that is, as a going
concern. This arrangement will normally involve a payment for goodwill.
Goodwill
Goodwill is computed as the excess of the purchase consideration over the net value
of the assets taken over. It is used as a measurement tool of the successfulness of the
business as buyers will be prepared to pay more to acquire the business than the value
of the assets. So the purchaser of a business should pay for this excess because they
will be taking over an already established business with reputation.
Forms of goodwill
Goodwill is classified into purchased and non-purchased goodwill
Purchased goodwill
This comes as a result of one business purchasing another. Purchased goodwill is the
goodwill paid by the business buyer during the acquisition of the business. This form
of goodwill is shown in the statement of financial position of the business as an
intangible non-current asset according to IAS 38.
Non-purchased goodwill
This is internally generated within the business. It is the value of the business that is
attributable to the reputation and customer relationships of the business or skills of the
employees. Inherent goodwill is not shown in the statement of financial position of
the business because it does not have value that can be reliably measured.
Purchase consideration
This is the price tag for the purchase of a business by another. It is regarded as the
agreed amount paid when purchasing another business. The purchase consideration
might be in form of cash, issuing shares or debentures or combination of the three
methods.
Example 9.1
Simrac Ltd takes over the business of J.Makumbe on 1 January 2022. Makumbe’s
statement of financial position at 31 December 2021 is provided below;
Makumbe’s
Statement of financial position as at 31 December 2021
Assets $ $
Non-current assets
Fixtures and fittings 30 000
Office machinery 18 000
48 000
Current assets
Inventory 12 000
Trade receivables 16 000
Bank 10 000 38 000
Total assets 86 000
Equity and liabilities
Capital 80 000
Liabilities
Trade payables 6 000
86 000
Additional information
1) It was agreed that Makumbe’s assets should be valued as follows;
$
Fixtures and fittings 25 000
Office machinery 15 000
Inventory 10 000
Trade receivables 14 500
2) All the assets and liabilities of Makumbe are taken over except cash at bank. The
purchase consideration for the sale was $62 000 which was settled by payment to
Makumbe of $7 000 in cash and the issue to him of $50 000 ordinary shares in
Simrac Ltd.
3) Simrac’s statement of financial position was as follows;
Required:
a) Journal entries to record the purchase of the business of Makumbe
b) Calculate goodwill
c) Business purchase account
d) The statement of financial position of Simrac Ltd immediately after the
acquisition of Makumbe’s business.
Solution
a) Journal entries
Debit ($) Credit ($)
Fixtures and fittings 25 000
Office machinery 15 000
Inventory 10 000
Trade receivables 14 500
Business purchase account 64 500
Goodwill 3 500
Business purchase account 3 500
Business purchase account 6 000
Trade payable 6 000
Business purchase account 62 000
Cash 7 000
Ordinary share capital 50 000
Share premium 5 000
b) Calculation of goodwill
$ $
Purchase consideration xxx
Less: cash payment xxx
: Loan notes or debentures xxx
: shares issued at par value xxx (xxx)
Share premium on issue xxx
Realisation account
This refers to an account prepared with an aim to determine the realisation profit or
loss. Assets taken over are debited in the realisation account in their agreed values
whilst the purchase consideration and all liabilities taken over are credited in the
realisation account. Realisation profits are debited in realisation account and credited
to capital account. Loss on realisation reduces capital, and therefore is debited in
capital accounts and credited to realisation account.
Example 9.2
Benaiah and Bethuel are equal partners in a business and their statement of financial
position as at 31 December 2021 is as follows;
Assets $ $
Non-current assets
Land and buildings 70 000
Motor van 25 000
Office machinery 15 000
110 000
Current assets
Inventory 20 000
Trade receivable 16 000
Bank 6 000 42 000
Total assets 152 000
Equity and liabilities
Capitals
: Benaiah 60 000
: Bethuel 40 000
100 000
Non-current liability
Loan from Bethuel at 12% 15 000
Current liabilities
Trade payables 37 000
152 000
The partners accepted an offer from Kunaka Ltd to purchase the business for $140
000. It is agreed that the company Kunaka Ltd will take over all the assets and
liabilities of the partnership with exception of the bank account. However, for the
purpose of the business purchase, the partnership assets are to be valued as follows;
$
Land and buildings 75 000
Motor van 23 000
Office machinery 10 000
Inventory 16 000
Trade receivables 14 500
Assets $ $
Non-current assets
Land and buildings 80 000
Fixtures and fittings 30 000
Office machinery 20 000
130 000
Current assets
Inventory 18 000
Trade receivables 10 000
Bank 45 000 73 000
Total assets 203 000
EQUITY AND LIABILITIES
Ordinary shares of $1 180 000
Retained earnings 17 000
197 000
Current liabilities
Trade payables 6 000
203 000
Required:
a) Prepare realisation account
b) Show the entries in the partner’s capital accounts to close the partnership books
c) Prepare business purchase account
d) Prepare the statement of financial of Kunaka Ltd as it would appear immediately
after acquiring the partnership business
Solution
a) Realisation account
$ $
Land and buildings 70 000 Kunaka Ltd 140 000
Motor van 25 000 Trade payables 37 000
Office machinery 15 000
Inventory 20 000
Trade receivables 16 000
Capital:
: Benaiah 15 500
: Bethuel 15 500 _______
177 000 177 000
b) Capital accounts
Benaiah Bethuel Benaiah Bethuel
$ $ $ $
Ordinary shares 45 000 30 000 Balance b/d 60 000 40 000
6% loan notes 30 000 Realisation 15 500 15 500
Bank 30 500 10 500 Loan 15 000
______ ______ ______ ______
75 500 70 500 75 500 70 500
Kunaka Ltd
$ $
Realisation 140 000 Ordinary shares 75 000
6% loan notes 30 000
________ Cash 35 000
140 000 140 000
Bank account
$ $
Balance b/d 6 000 Capital : : Benaiah 30 500
Kunaka Ltd 35 000 : Bethuel 10 500
41 000 41 000
Loan notes
$ $
Kunaka Ltd 30 000 Capital : Bethuel 30 000
30 000 30 000
Example 9.3
The statements of financial position of Asante and Cain Limited as at 31 October
2021 were as follows;
ASANTE LTD CAIN LTD
Assets $ $ $ $
Non-current assets
Plant and equipment 40 000 35
Fixtures and fittings 20 000 000
Delivery vans 15 000 9
75 000 000
Current assets 10
Inventory 13 000 11 000 000
Trade receivables 8 000 5 500 54
Bank 22 000 43 000 8 500 000
Total assets 118 000
2
000
79
000
It was agreed on 1 November 2021 that Asante Ltd takes over assets of Cain Ltd, with
the exception of bank. The following were the values of assets taken over.
$
Plant and equipment 30 000
Fixtures and fittings 7 000
Delivery vans 8 500
Inventory 9 500
Trade receivables 4 000
Asante Ltd also agreed to take over Cain Ltd trade payables. The purchase
consideration was set at $65 000 which was settled as follows:
Issue of 40 000 ordinary shares of $1 at a premium of $0.30 in Cain Ltd
The balance to be paid in cash
Required:
a) Journal entries to record the purchase of Cain Ltd
b) Statement of financial position immediately after acquisition of Cain Ltd
Solution
a) Journal entries
Dr ($) Cr ($)
Plant and equipment 30 000
Fixtures and fittings 7 000
Delivery vans 8 500
Inventory 9 500
Trade receivables 4 000
Business purchase 59 000
Business purchase 2 000
Trade payables 2 000
Goodwill 8 000
Business purchase 8 000
Business purchase 65 000
Ordinary shares 40 000
Share premium 12 000
Cash 13 000
b) Statement of financial position as at 1 November 2021
Assets $ $
Non-current assets
Plant and equipment $(40 000 + 30 000)
Fixtures and fittings $(20 000 + 7 000) 70 000
Delivery vans $(15 000 + 8 500) 27 000
23 500
Current assets 128 500
Inventory $(13 000 + 9 500)
Trade receivables $(8 000 + 4 000) 22 500
Bank $(22 000 – 13 000) 12 000
Total assets 9 000 43 500
172 000
EQUITY AND LIABILITIES
Share capital and reserves
Ordinary shares of $1 (100 000 + 40 000)
Share premium 140 000
Retained earnings 12 000
10 000
Current liabilities 162 000
Trade payables $(8 000 + 2 000) 10 000
172 000
Summary
Business purchase account is prepared to determine goodwill
Purchased goodwill is recorded in the statement of financial position
Inherent goodwill is known as non-purchased goodwill and is not recorded in
the financial statements of the business
When the business is sold or taken over, a realisation account should be
prepared to determine the profit or loss on realisation
Revision exercises
Multiple choice questions
Choose the most suitable option from A, B, C or D
1. A business with net assets of $120 000 is purchased for $180 000. The purchase
consideration is settled by an issue of $1 ordinary shares at a premium of $2,60
per share. How many shares were issued?
A. 46 154 B. 50 000 C. 69 231 D. 180 000
2. What is the correct treatment of non-purchased goodwill in the financial
statements of a limited company?
A. Do not include it in the statement of financial position
B. Include it in the statement of financial position
C. Included in the statement of financial position as an asset to be amortized
D. Write it off against reserves
3. Ess is to purchase the business of Tee. The purchase price is $100 000 in cash.
The net asset values of the two businesses at the date of purchase were Ess $250
000 and Tee $80 000.
What was the value of the net assets of the business of Ess immediately after the
purchase?
A. $150 000 B. $230 000 C. $250 000 D. $270
000
4. X Ltd purchases Y Ltd. The purchase consideration was one million ordinary
shares of $1.00 each. The shares had a market value of $1.50 each. Y Ltd had net
assets of $500 000 with a fair value of $700 000.
How much is the goodwill on acquisition?
A. $300 000 B. $500 000 C. $800 000 D. $1 000
000
5. A business was purchased by a company for $1.5 million. Below is an extract
from the balance sheet of the business purchased.
$
Non-current assets 400 000
Net current assets 120 000
Non-current liabilities 200 000
During the year, Company X employed an advertising agency to promote its new
brand of product. It paid the agency a fee of $45 000 and in addition paid
advertising costs of $160 000 relating to the promotion. At the end of the financial
year, Company X intends to capitalise the purchased goodwill.
What is the total of goodwill to be recognised in the accounts at 31 December
2010?
A. $80 000 B. $125 000 C. $160 000 D. $285
000
Structured questions
1. Lee ltd purchased the business of Gamanya on 1 January 2024. Gamanya’s
statement of financial position as at 1 January 2024 was as follows:
$ $
Non-current assets
Land and buildings 40 000
Plant and machinery 30 000
Office equipment 16 000
Motor vehicles 8 000
94 000
Current assets
Inventory 7 500
Trade receivables 18 000
Bank 6 500 32 000
Total assets 126 000
Equity and liabilities
Capital 120 000
Liabilities
Trade payables 6 000
126 000
Additional information
1) Assets and liabilities were taken over at the following agreed values:
$
Land and buildings 55 000
Plant and machinery 38 000
Office equipment 20 000
Motor vehicles 10 000
Inventory 7 000
Trade receivables 16 500
Trade payables 6 000
2) Lee ltd did not take over Gamanya’s bank account. The agreed purchase
consideration was $185 000, made up cash $35 000 and 150 000 ordinary
shares of $1 each.
3) Lee ltd statement of financial position as at 1 January 2024 was as follows:
$ $
Non-current assets
Land and buildings 75 000
Plant and machinery 25 000
Office equipment 45 000
Motor vehicles 55 000
200 000
Current assets
Inventory 28 000
Trade receivables 64 000
Bank 220 000 312 000
Total assets 512 000
Equity and liabilities
Ordinary shares of $1 each 380 000
Retained earnings 20 000
400 000
Liabilities
10% debentures 100 000
Trade payables 12 000
512 000
Required:
a) Calculate goodwill [3]
b) Prepare business purchase [5]
c) Prepare lee Ltd’s statement of financial position immediately after acquiring
Gamanya’s business [12]
2. Hlahla and Dlodlo are partners in a partnership sharing profits and losses at the
ratio 3:2 respectively. The statement of financial position at 31 December 2020
was as follows:
$ $
Non-current assets 62 000
Premises 39 000
Plant and machinery 31 000
Motor vehicles 38 000
Office equipment 170 000
Current assets
Inventory 36 000
Trade receivables 27 000
Cash and cash equivalent 10 000
73 000
Current liabilities
Trade payables (16 000) 57 000
227 000
Non-current liabilities
10% loan from Hlahla (20 000)
207 000
Assets and liabilities of the business were taken over at the following agreed
values:
$
Premises 80 000
Plant and machinery 65 000
Motor vehicles 40 000
Office equipment 42 000
Inventory 34 000
Trade receivables 25 000
Trade payables 16 000
De-facto limited will pay the purchase consideration as follows; 200 000 ordinary
shares of $1 each, 8% debentures to Hlahla and the balance will be paid in cash.
$ $
Premises 100 000
Plant and machinery 90 000
Office equipment 45 000
Motor vehicles 25 000
260 000
Current assets
Inventory 23 000
Trade receivables 27 000
Cash and cash equivalent 169 000
219 000
Current liabilities
Trade payables (10 000) 209 000
469 000
Non-current liabilities
10% debentures (50 000)
419 000
Share capital and reserves
Ordinary shares 280 000
Share premium 43 000
Retained earnings 96 000
419 000
Required:
a) Realisation account [5]
b) Capital accounts for the partners to dissolve the partnership [6]
c) Business purchase account [5]
d) Statement of financial position of de-facto limited as it will appear
immediately after purchasing the partnership business [14]
3. Gee and Emm have been partners for some years sharing profits and losses
equally. The partnership was taken over by Smith Limited on 31 May 2015
Non-current assets $ $
Premises 30 000
Equipment 20 000
50 000
Current assets
Inventory 10 000
Trade receivables 4 000
Bank 2 000
16 000
Current liabilities
Trade payables (4 000) 12 000
62 000
All assets were taken over except bank at the following values:
$
Premises 35 000
Equipment 18 000
Inventory 8 000
Trade receivables 4 000
Gee agreed to pay the trade payables. The purchases consideration was settled as
follows:
The statement of financial position for Smith Limited before acquiring the
partnership was as follows;
Non-current assets $ $
Premises 150 000
Equipment 50 000
Motor vehicles 25 000
225 000
Current assets
Inventory 25 000
Trade receivables 10 000
Bank 8 000
43 000
Current liabilities
Trade payables (8 000)
35 000
260 000
Financed by:
230 000 ordinary shares of $1 each 230 000
Profit or loss 30 000
260 000
Required:
a) The realisation account [5]
b) (i) The business purchase account [9]
(ii) Statement of financial position immediately after the take-over
[9]
c) Explain why partners preferred part of their purchase price to be in shares?
[2]
ZIMSEC N2018/2 Qn 4
4. On 1 July 2014, the directors of Ngoda Limited offered to purchase the
partnership of Amanda, Dexta and Ncube.
The statement of financial position at 30 June 2014 for Ngoda Limited is shown
below:
Non-current assets $ $
Buildings 240 000
Equipment 87 000
Motor vehicles 144 000
471 000
Current assets
Inventory 27 600
Trade receivables 38 000
Cash and cash equivalent 56 000
121 600
Less current liabilities
Trade payables (22 000)
Net current assets 99 600
570 600
Share capital and reserves
Ordinary shares of $1 each fully paid 435 000
Retained earnings 135 600
570 600
Currently the dividend in Ngoda Limited is $0.0945 per share. The directors of
Ngoda are confident that the same level of dividend can be maintained if the
partnership business was purchased.
Non-current assets $ $
Buildings 85 000
Equipment 40 000
125 000
Current assets
Inventory 12 000
Trade receivables 14 000
Cash and cash equivalent 6 000
32 000
Less current liabilities
Trade payables ( 7 000)
Net current assets 25 000
150 000
Capital accounts: Amanda 80 000
: Dexta 30 000
: Ncube 25 000
135 000
Current accounts: Amanda 10 000
: Dexta 3 000
: Ncube 2 000 15 000
150 000
The net profit made by the partnership in the year 30 June 2014 was $50 000 and
the same amount was earned by the business in the previous years. The
partnership agreement has not changed over the years.
Partners can currently earn 10% per annum on any cash investment they are able
to make.
Ngoda limited has offered to take over the assets and liabilities of the partnership
except for the bank account. For the purpose of takeover, the following
revaluations were made:
The purchase consideration is $189 000; it was settled as follows: $60 000 cash
and $100 000 ordinary shares of $1 each in Ngoda Ltd.
As part of the purchase agreement, the three partners will be offered jobs working
for Ngoda Limited at an annual salary of $10 000 each.
Required:
a) Prepare a realisation account and partners’ capital accounts, in columnar form,
to close the partnership books [12]
b) Calculate the partners’ expected total income, if the partners accept the offer
from Ngoda Limited [4]
c) Advise the partnership whether it should, on financial grounds, accept the
offer from Ngoda Limited [3]
d) State two non-financial factors that the partnership may take into account
before deciding whether or not to accept the offer from Ngoda Limited. [2]
ZIMSEC J2017/3 Qn 2
5. On 1 October 2013, Rezwan Limited agreed to purchase the net assets, excluding
cash and cash equivalents, of Nimra, a sole trader. Nimra provided the following
information at 30 September.
2013 2012
Assets $ $
Non-current assets
Land and buildings 110 000 110 000
Plant and equipment 76 500 85 000
186 500 195 000
Current assets
Inventory 21 000 17 000
Trade receivables 34 000 28 000
Cash and cash equivalents 11 000 3 500
66 000 48 500
Total assets 252 500 243 500
Equity capital
Balance 207 500 201 500
Profit for the year 58 000 54 000
265 500 255 500
Drawings 54 000 48 000
Total equity 211 500 207 500
Liabilities
Current liabilities
Trade payables 41 000 36 000
Total equity and liabilities 252 500 243 500
Additional information
On 1 October 2013:
1. The land and buildings are revalued at $170 000.
2. Additional depreciation of $8 500 is provided on the plant and equipment.
3. Inventory valued at 15% of the total is written off.
4. Bad debts equal to 10% of the trade receivables are written off.
Required:
Calculate the value of the net assets acquired by Rezwan Limited. [6]
Additional information
The directors of Rezwan Limited agreed to pay Nimra five times the average
profit for the year for the last two years. They made a payment in cash of $100
000 and issued new $1 ordinary sharesto Nimra at a premium of $0.50 for the
balance of the purchase price.
Required:
a. Calculate the amount the directors of Rezwan Limited paid for Nimra’s
business. [2]
b. Calculate the number of new $1 shares issued by Rezwan Limited. [4]
Additional information
Rezwan Limited’s statement of financial position at 30 September 2013 before it
acquired
Nimra’s business and assets is as follows:
Required:
c. Prepare Rezwan’s statement of financial position at 1 October 2013
immediately after acquiring Nimra’s business. [14]
d. Explain why the directors of Rezwan Limited are prepared to pay more for the
assets acquired than their book value.[6] Camb Suppl J2014/3 Qn 1
6. Mashungu and Pashapa were in partnership, sharing profits and losses in theratio
2 :1. They decided to retire and sell their business to Rukudzo Ltd on 31
December 2017. Their statement of financial position on that date is shown below.
Rukudzo Ltd agreed to take over all the assets, except the bank account, based on
the following valuations:
$
Property 300 000
Plant and machinery 90 000
Motor vehicles 27 000
Office equipment 8 000
Inventory 60 000
Trade receivables 75 000
Rukudzo Ltd took over the trade payables at their book value.
The purchase consideration of $600 000 was settled as follows:
1. Mashungu received sufficient 10 % debentures in Rukudzo Ltd to ensure that
he continued to receive the same amount of interest as he had been entitled to
on his loan to the partnership.
2. Rukudzo Ltd. paid $120 000 to the partnership bank account.
3. The balance of the purchase price was settled in ordinary shares of $1each in
Rukudzo Ltd at a price of $1.30 per share.
The shares were distributed among the partners in the profit sharing ratio and the
final balances on their capital accounts were settled in cash.
Required:
a) Prepare the following accounts to close the books of the partnership:
(i) Realisation account [5]
(ii) Bank account [3]
(iii) Capital accounts in columnar form [8]
b) Calculate
(i) the amount paid for goodwill by Rukudzo Ltd. [3]
(ii) the number of ordinary shares issued to Pashapa. [2]
c) Suggest possible reasons why Rukudzo Ltd agreed to pay a substantial amount
for goodwill. [4] ZIMSEC SPECIMEN 2018/3 Qn 3