The stockholders’ equity section of the two company’s balance sheets on December 31, 2010, were: Investments at the Date of Acquisition Investments at the Date of Acquisition LO 7 Reco
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Consolidated Financial Statements—Date of Acquisition
Advanced Accounting, Fifth Edition3
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1. Understand the concept of control as used in reference to consolidations.
2. Explain the role of a noncontrolling interest in business combinations.
3. Describe the reasons why a company acquires a subsidiary rather than its net assets.
4. Describe the valuation and classification of accounts in consolidated
financial statements.
5. List the requirements for inclusion of a subsidiary in consolidated financial statements.
6. Discuss the limitations of consolidated financial statements.
7. Record the investment in the subsidiary on the parent’s books at the date
of acquisition.
8. Prepare the consolidated workpapers and eliminating entries at the date of acquisition.
9. Compute and allocate the difference between implied value and book value
of the acquired firm’s equity.
10. Discuss some of the similarities and differences between U.S GAAP and IFRS with respect to the preparation of consolidated financial statements at the date of acquisition.
Learning Objectives
Learning Objectives
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Chapter Focus - Accounting for Stock
Acquisitions
through direct or indirect ownership of its voting stock.
Stock Acquisition
Stock Acquisition
Acquiring company referred to as the parent
Acquired company referred to as the subsidiary
Other shareholders considered noncontrolling interest
Parent records interest in subsidiary as an investment.
If a subsidiary owns a controlling interest in one or more other companies, a chain of ownership is forged by which the parent company controls other companies.
LO 2 Noncontrolling interest (NCI).
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another entity, directly or indirectly, through one or
more intermediaries.
Control means the possession, direct or indirect, of
the power to direct management and policies of
another entity, whether through the ownership of
voting shares, by contract, or otherwise.
Definitions of Subsidiary and Control
Definitions of Subsidiary and Control
LO 1 Meaning of control.
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Control using U.S GAAP:
the direct or indirect ability to determine the direction of management and policies
FASB ASC paragraph 810-10-15-8 states:
the usual condition for a controlling financial interest is ownership of a majority voting
interest
Definitions of Subsidiary and Control
Definitions of Subsidiary and Control
LO 1 Meaning of control.
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However, application of the majority voting interest
requirement may not identify the party with a
controlling financial interest because the controlling
financial interest may be achieved through
arrangements that do not involve voting interests.
The first step in determining whether the financial
statements should be consolidated is to determine
if the reporting entity has a variable interest in
another entity, referred to as a potential variable
interest entity (VIE).
Definitions of Subsidiary and Control
Definitions of Subsidiary and Control
LO 1 Meaning of control.
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Requirements for the Inclusion of
Subsidiaries in the Consolidated
Financial Statements
Requirements for the Inclusion of
Subsidiaries in the Consolidated
Financial Statements
LO 5 Requirements regarding consolidation of subsidiaries.
Purpose of consolidated statements - to present
the operating results and the financial position of a
economic entity
Circumstances when majority-owned subsidiaries
statements:
1 Control does not rest with the majority owner.
2 Subsidiary operates under governmentally imposed
uncertainty so severe as to raise significant doubt about the parent’s control.
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Advantages to acquiring a controlling interest in
another company.
Reasons For Subsidiary Companies
Reasons For Subsidiary Companies
1 Stock acquisition is relatively simple.
2 Control of subsidiary can be accomplished with a
smaller investment.
3 Separate legal existence of affiliates provides an
element of protection of the parent’s assets.
LO 3 Acquiring assets or stock.
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Statements prepared for a parent company and its
subsidiaries are called consolidated financial
statements.
Consolidated Financial Statements
Consolidated Financial Statements
Ignore legal aspects of separate entities, focus on economic entity under “control” of management.
Substance rather than form.
Not substitute for statements prepared by separate subsidiaries, which may be used by:
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Investments at the Date of Acquisition
Investments at the Date of Acquisition
LO 7 Recording of investment at acquisition.
Recording Investments at Cost (Parent’s Books) Stock investment is recorded at cost as measured by
fair value of the consideration given or consideration received, whichever is more clearly evident.
Consideration given may include cash, other assets, debt securities, stock of the acquiring company.
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E3-2: On January 1, 2011, Polo Company purchased
100% of the common stock of Save Company by issuing 40,000 shares of its (Polo’s) $10 par value common stock with a market price of $17.50 per share Polo incurred
cash expenses of $20,000 for registering and issuing the common stock The stockholders’ equity section of the
two company’s balance sheets on December 31, 2010,
were:
Investments at the Date of Acquisition
Investments at the Date of Acquisition
LO 7 Recording of investment at acquisition.
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E3-2: Prepare the journal entry on the books of Polo
Company to record the purchase of the common stock of Save Company and related expenses.
Investment in Save (40,000 x $17.50) 700,000
Investments at the Date of Acquisition
Investments at the Date of Acquisition
LO 7 Recording of investment at acquisition.
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Assets and liabilities are summed, regardless of
whether the parent owns 100% or a smaller
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Advances to subsidiary (from
Interest revenue (interest expense) Against Interest expense (interest revenue)Dividend revenue (dividends
declared)
Dividends declared (dividend revenue)
Against
Management fee received from
Sales to subsidiary (purchases of
inventory from subsidiary)
Purchases of inventory from parent (sales to parent)
Against
Intercompany Accounts to Be Eliminated
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When parent’s share of subsidiary’s equity is
eliminated against the investment account,
subsidiary’s net assets are substituted for the
investment account in the consolidated balance
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difference between implied and book value (CAD).
“Computation and Allocation of Difference between
Implied Value and Book Value”
Step 1: Determine percentage of stock acquired.
Step 2: Divide purchase price by the percentage
acquired to calculate the implied value of the subsidiary.
Step 3: Difference between step 2 and book value of
subsidiary’s equity must be allocated to adjust the underlying assets and liabilities of the acquired
company.
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difference between implied and book value (CAD).
The prior steps lead to the following possible cases:
Case 1 The implied value (IV) of the subsidiary is equal to the book
value of the subsidiary’s equity (IV = BV), and
a The parent company acquires 100% of the subsidiary’s stock; or
b The parent company acquires less than 100% of the subsidiary’s
stock.
Case 2 The implied value of the subsidiary exceeds the book value of
the subsidiary’s equity (IV > BV), and
a The parent company acquires 100% of the subsidiary’s stock; or
b The parent company acquires less than 100% of the subsidiary’s
stock.
Case 3 The implied value of the subsidiary is less than the book value of
the subsidiary’s equity (IV < BV), and
a The parent company acquires 100% of the subsidiary’s stock; or
b The parent company acquires less than 100% of the subsidiary’s
stock.
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Book Value of Subsidiary Company’s Equity (IV BV)— 100% of Stock Acquired.
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
Illustration: Assume that on January 1, 2013, P
Company acquired all the outstanding stock (10,000
shares) of S Company for cash of $160,000 What
journal entry would P Company make to record the
shares of S Company acquired?
Investment in S Company $160,000
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Other current assets 280,000 100,000
Plant and equipment 240,000 80,000
Total Liab and Equity $ 800,000 $ 260,000
immediately after the acquisition of shares is as follows:
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
Price paid $160,000
% acquired 100% Implied value
160,000 Book value 160,000
Implied value = Book value
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sheets for P and S on Jan 1, 2013, date of acquisition, is presented below:
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
Consolidated
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difference between implied and book value (CAD).
Consolidated
Eliminations
sheets for P and S on Jan 1, 2013, date of acquisition, is presented below:
Solution on notes page
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Case 1(a): The workpaper entry to eliminate S
Company’s stockholders’ equity against the investment account is:
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
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Case 1(a): Note the following on the workpaper.
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
1 The investment account and related subsidiary’s
stockholders’ equity have been eliminated and the subsidiary’s net assets substituted for the
investment account.
2 Consolidated assets and liabilities consist of the
sum of the parent and subsidiary assets and liabilities in each classification.
3 Consolidated stockholders’ equity is the same as
the parent company’s stockholders’ equity.
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Case 1(b): Parent’s Cost of Investment Is Equal to Book Value of Subsidiary’s Stock Acquired (IV=BV) - Partial Ownership.
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
Illustration: Assume that on January 1, 2013, P
Company acquired 90% (9,000 shares) of the stock of S Company for $144,000 What journal entry would P
Company make to record the shares of S Company
acquired?
Investment in S Company $144,000
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difference between implied and book value (CAD).
Balance Sheet P Company S Company
Cash $ 56,000 $ 40,000
Other current assets 280,000 100,000
Plant and equipment 240,000 80,000
Total Liab and Equity $ 800,000 $ 260,000
Case 1(b): The balance sheets of both companies
immediately after the acquisition of shares is as follows:
Price paid $144,000
% acquired 90% Implied value
160,000 Book value 160,000
Implied value = Book value
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difference between implied and book value (CAD).
90% 10%
Parent Noncontrolling Total Share Share Value Purchase price and implied value $ 144,000 $ 16,000 $ 160,000 Less: Book value of equity acquired:
Common stock 90,000 10,000 100,000 Other contributed capital 18,000 2,000 20,000 Retained earnings 36,000 4,000 40,000 Total book value $ 144,000 $ 16,000 $ 160,000 Difference between implied and book value $ - $ - $ -
Case 1(b): Computation and Allocation of Difference between Implied and Book Values:
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difference between implied and book value (CAD).
Consolidated Balance Sheet P Company S Company Debit Credit Balances Cash $ 56,000 $ 40,000 $ 96,000 Other current assets 280,000 100,000 380,000 Plant and equipment 240,000 80,000 320,000 Land 80,000 40,000 120,000 Investment in Sill 144,000 144,000 Total assets $ 800,000 $ 260,000 $ 1,060,000
Liabilities $ 120,000 $ 100,000 $ 220,000 Common stock 400,000 100,000 500,000 Other Contributed capital 80,000 20,000 100,000 Retained earnings 200,000 40,000 240,000 Noncontrolling interest - Total Liab and Equity $ 800,000 $ 260,000 $ 1,060,000
Eliminations
Case 1(b): The workpaper to consolidate the balance
sheets for P and S on Jan 1, 2013, date of acquisition, is presented below:
Solution on notes page
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difference between implied and book value (CAD).
Consolidated Balance Sheet P Company S Company Debit Credit Balances Cash $ 56,000 $ 40,000 $ 96,000 Other current assets 280,000 100,000 380,000 Plant and equipment 240,000 80,000 320,000 Land 80,000 40,000 120,000 Investment in Sill 144,000 144,000 - Total assets $ 800,000 $ 260,000 $ 916,000
Liabilities $ 120,000 $ 100,000 $ 220,000 Common stock 400,000 100,000 100,000 400,000 Other Contributed capital 80,000 20,000 20,000 80,000 Retained earnings 200,000 40,000 40,000 200,000 Noncontrolling interest 16,000 16,000 Total Liab and Equity $ 800,000 $ 260,000 $ 160,000 $ 160,000 $ 916,000
Eliminations
Case 1(b): The workpaper to consolidate the balance
sheets for P and S on Jan 1, 2013, date of acquisition, is presented below:
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Case 1(b): The workpaper entry to eliminate S
Company’s stockholders’ equity against the investment account is:
Consolidated Balance Sheets: Use of
Workpapers
Consolidated Balance Sheets: Use of
Workpapers
LO 9 Computing and allocating the
difference between implied and book value (CAD).
Common stock (S) 100,000
Other contributed capital (S) 20,000
Retained earnings (S) 40,000
Investment in S Company 144,000 Noncontrolling interest in equity 16,000 (establish the NCI)
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difference between implied and book value (CAD).
Illustration: Assume that on January 1, 2013, P
Company acquired 80% (8,000 shares) of the stock of S Company for $148,000 What journal entry would P
Company make to record the shares of S Company
acquired?
Investment in S Company $148,000