Please note that this chapter is to be used for exams prior to June, 2009. If you are planning to sit for the CPA exam after June, 2009, please use the Financial 3(B) chapter, which is also included in this textbook. 1.
Marketable securities ..................................................................................................... 3
2.
Business combinations / Consolidations ............................................................................ 9
3.
Cost method (external reporting) ................................................................................... 11
4.
Equity method (external reporting) ................................................................................ 13
5.
Consolidated financial statements .................................................................................. 21
6.
Purchase method (external reporting) ............................................................................ 22
7.
Intercompany transactions............................................................................................ 34
8.
Combined financial statements / Push down accounting .................................................... 41
9.
Homework reading: Pooling-of-interests method .............................................................. 42
10.
Simulation .................................................................................................................. 53
11.
Class questions ........................................................................................................... 59
Financial Accounting & Reporting 3(A)
Financial Accounting & Reporting 3(A)
F3(A)-2
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Financial Accounting & Reporting 3(A)
MARKETABLE SECURITIES I.
INVESTMENTS IN CERTAIN DEBT AND EQUITY SECURITIES SFAS No. 115 addresses investments in certain equity securities that have readily determinable fair values. SFAS No. 115 also addresses investments in debt securities, which is covered in the Financial 5 class. Equity securities are defined as securities that represent an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. A.
DEFINITION OF EQUITY SECURITIES 1.
2.
B.
Equity securities may be represented by:
MARKETABLE EQUITY SECURITIES
a.
Ownership shares (common, preferred, and other forms of capital stock),
b.
Rights to acquire ownership shares (stock warrants, rights, and call options), and
c.
Rights to dispose of ownership shares (put options).
Equity securities do not include: a.
Preferred stock redeemable at the option of the investor or stock that must be redeemed by the issuer,
b.
Treasury stock (the company's own stock repurchased and held), and
c.
Convertible bonds.
CLASSIFICATION Securities should be classified into one of three categories, based on the intent of the company. 1.
Trading Securities
TRADING SECURITIES
Trading securities are those securities (both debt and equity) that are bought and held principally for the purpose of selling them in the near term. Trading securities generally reflect active and frequent buying and selling with the objective of generating profits on short-term differences in price. Securities classified as trading securities are generally reported as current assets, although they can be reported as noncurrent, if appropriate. 2.
Available-for-Sale Securities
AVAILABLEFOR-SALE SECURITIES
Available-for-sale securities are those securities (both debt and equity) not meeting the definitions of the other two classifications (trading or held-to-maturity). Securities classified as available-for-sale securities are reported as either current assets or noncurrent assets, depending on the intent of the corporation. If the security represents cash available for current operations, it would be appropriate to report the security as a current asset. 3.
Held-to-Maturity Securities (Debt Securities Only)
HELD-TOMATURITY SECURITIES
Investments in debt securities are classified as held-to-maturity securities only if the corporation has the positive intent and ability to hold these securities to maturity. If the intent is to hold the security for an indefinite period of time, but not necessarily to maturity, then the security would be classified as available-for-sale. If a security can be paid or otherwise settled in a manner that the holder may not recover substantially all of its investment, the held-to-maturity category may not be used for the investment. Securities classified as held-to-maturity are reported as current or noncurrent assets, based on their time to maturity.
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F3(A)-3
Financial Accounting & Reporting 3(A)
II.
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VALUATION Both categories of equity securities (trading and available-for-sale) are to be reported at fair value at the end of the current reporting period. Fair value is considered to be the market price of the security or what a willing buyer and seller would pay and accept to exchange the security, consistent with SFAS No. 157 – Fair Value. Changes in the fair value of trading and available-forsale securities result in unrealized holdings gains or losses. How these gains or losses are reported in the financial statements depends upon the classification of the securities. Note that although two general ledger accounts are normally maintained (i.e., one for the original cost of the security and the other for the valuation account), the presentation on the balance sheet is one net amount. Held-to-maturity debt securities are valued at amortized cost. A.
UNREALIZED GAINS AND LOSSES—TRADING SECURITIES Unrealized holding gains and losses on trading securities are included in earnings. Therefore, the unrealized loss on trading securities is shown in the income statement.
Journal Entry: To record loss on the Income Statement DR Unrealized loss on trading securities CR Valuation account (fair value adjustment) B.
XXX XXX
UNREALIZED GAINS AND LOSSES—AVAILABLE-FOR-SALE SECURITIES Unrealized holding gains and losses on available-for-sale securities (including those classified as current assets) are reported in other comprehensive income.
Journal Entry: To record unrealized loss reported in other comprehensive income DR Unrealized loss on available-for-sale securities XXX CR Valuation account (fair value adjustment) XXX In the subsequent period, the security value will again be adjusted from the value it was carried at to the new fair value. For example, assume a stock is purchased on March 1, Year 2, at $24 and is valued at $27 at year-end, December 31, Year 2, and $28 on December 31, Year 3. There would be an unrealized gain in Year 2 of $3 and $1 in Year 3. Realized gains or losses are recognized when a security is disposed of. All realized gains or losses are recognized on the income statement. SFAS 115 - Investments Classification
Balance Sheet
Reported
Unrealized Gain/Loss
Cash Flow
Trading
Current or Noncurrent
Fair Value
Income Statement
Operating
Available-for-Sale
Current or Noncurrent
Fair Value
Other Comprehensive Income (PUFE)
Investing
Held-to-Maturity Debt Securities
Current or Noncurrent
Amortized Cost
NONE
Investing
F3(A)-4
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Becker CPA Review
C.
Financial Accounting & Reporting 3(A)
RECLASSIFICATION Any transfer of a particular security from one group (trading, available-for-sale, or held-to-maturity) to another group (trading, available-for-sale, or held-tomaturity) is accounted for at fair value. Any unrealized holding gain or loss on that security is accounted for as follows: 1.
TRANSFERS BETWEEN CATEGORIES
From Trading Category The unrealized holding gain or loss at the date of transfer is already recognized in earnings and shall not be reversed.
2.
To Trading Category The unrealized holding gain or loss at the date of transfer shall be recognized in earnings immediately.
3.
Debt Security Classified as Held-to-Maturity Transferred to Available-for-Sale The unrealized holding gain or loss at the date of transfer shall be reported in other comprehensive income. Remember that this debt security was valued at amortized cost as a held-to-maturity security and is being transferred to a category valued at fair value.
4.
Debt Security Classified as Available-for-Sale Transferred to Held-to-Maturity The unrealized holding gain or loss at the date of transfer is already reported in other comprehensive income. The unrealized holding gain or loss shall be amortized over the remaining life of the security as an adjustment of yield in a manner consistent with the amortization of any premium or discount.
SUMMARY OF TRANSFERS BETWEEN CATEGORIES
D.
FROM
TO
TRF ACCT FOR
UNREALIZED HOLDING GAIN/LOSS
Trading
Any other
FV
It has already been recognized in income so no adjustment is necessary
Any other
Trading
FV
Recognized in current earnings
Held-to-Maturity (Debt Securities)
Available-for-Sale
FV
Record in Other Comprehensive Income
Available-for-Sale (Debt Securities)
Held-to-Maturity (Debt Securities)
FV
Amortize gain or loss from Other Comprehensive Income with any bond premium/discount amortization
IMPAIRMENT OF SECURITIES The enterprise needs to determine whether the decline in value below the adjusted or amortized cost of any security classified as either available-for-sale or held-to-maturity is other than temporary. If the decline in fair value is other than temporary, the cost basis of the individual security is written down to fair value as the new cost basis and the amount of the write-down is accounted for as a realized loss and included in earnings. The new cost basis shall not be changed for subsequent recoveries in fair value. If the security is classified as available-for-sale, a subsequent increase in fair value shall be included in other comprehensive income. Subsequent decreases in fair value of availablefor-sale securities, if not other than temporary, are also included in other comprehensive income and accounted for as an unrealized loss.
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F3(A)-5
Financial Accounting & Reporting 3(A)
III.
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FINANCIAL INSTRUMENTS USED TO HEDGE THE FAIR VALUE OF INVESTMENTS A.
USED TO HEDGE TRADING SECURITIES Gains and losses on financial instruments that hedge trading securities should be reported in earnings, consistent with the reporting of unrealized gains and losses on the trading securities (covered in detail in class F-7).
B.
USED TO HEDGE AVAILABLE-FOR-SALE SECURITIES Gains and losses on derivative instruments that hedge available-for-sale securities are recognized currently in earnings together with the offsetting losses or gains on the availablefor-sale securities attributable to the hedged risk (covered in detail in class F-7).
IV.
SALE OF SECURITY A sale of a security from any category results in a realized gain or loss and is reported on the income statement for the period. The valuation account, if used, would also have to be removed on the sale of a security. For trading securities, the realized gain or loss reported when the security is sold is the difference between the adjusted cost (original cost +/- unrealized gains/losses previously recognized on the income statement) and the selling price. For available-for-sale securities, the realized gain or loss reported when the security is sold is the difference between the selling price and the original cost of the security. Any unrealized gains or losses in accumulated other comprehensive income must be reversed at the time the security is sold.
Trading Securities DR Cash CR Trading security CR Realized gain on trading security (IDEA)
XXX
Available-for-sale Securities DR Cash XXX DR Unrealized gain on available-for-sale security (PUFE) XXX CR Available-for-sale security CR Realized gain on available-for-sale security (IDEA)
V.
XXX XXX
XXX XXX
INCOME TAX EFFECTS Tax effects of unrealized gains or losses entering into the determination of net income must be reflected in the computation of deferred income taxes, because unrealized gains and losses are not deductible for tax purposes. However, the tax effects of unrealized capital losses should only be recognized when it is absolutely certain that the benefit will be realized by the offset of the capital losses against capital gains.
F3(A)-6
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VI.
Financial Accounting & Reporting 3(A)
REQUIRED DISCLOSURES The following information concerning securities classified as available-for-sale and separately for held-to-maturity securities must be disclosed in the financial statements or appropriate notes thereto: (i)
Aggregate fair value,
(ii)
Gross unrealized holding gains and losses,
(iii)
Amortized cost basis by major security type, and
(iv)
Information about the contractual maturities of debt securities.
DISCLOSURES OF SECURITIES
Marketable Securities The following information pertains to Dayle, Inc.'s portfolio of marketable investments for the year ended December 31, 20X2: Cost
Fair value at 12/31/X1
COMPREHENSIVE EXAMPLE
Held-to-maturity securities Security ABC Trading securities Security DEF Available-for-sale securities Security GHI Security JKL
20X2 activity Purchases Sales $100,000
$150,000
$160,000
190,000 170,000
165,000 175,000
Fair value at 12/31/X2 $ 95,000
155,000
$175,000 160,000
Security ABC was purchased at par. All declines in fair value are considered to be temporary.
Required: 1. Calculate the carrying amount of each security on the balance sheet at December 31, 20X2. 2. Calculate any realized gain or loss on the 20X2 income statement. 3. Calculate any unrealized gain or loss on the 20X2 income statement. 4. Calculate any unrealized gain or loss to be reported at December 31, 20X2 as other comprehensive income.
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F3(A)-7
Financial Accounting & Reporting 3(A)
1
Becker CPA Review
Carrying amount of each security at December 31, 20X2: Security ABC
$100,000
At year end, held-to-maturity investments are reported at their carrying value (amortized cost), not fair value. Carrying value of security ABC is the purchase price of $100,000. Security DEF
$155,000
The year end carrying amount of trading investments is the fair value at year end. Fair value of security DEF is $155,000. Security GHI was sold Security JKL
$160,000
The year end carrying amount of available for sale investments is the fair value at year end. Fair value of security JKL is $160,000. 2
Realized gain or loss on income statement: Security GHI
($15,000)
The $175,000 sales proceeds less the $190,000 cost yields a realized loss of $15,000. 3
Unrealized gain or loss on income statement: Security DEF
($5,000)
SOLUTION
Only adjustments to trading securities valuations are reported on the income statement. The $160,000 carrying value of the trading securities must be reduced to the $155,000 fair value and an income statement unrealized loss of $5,000 is recognized. 4
Unrealized gain or loss (current year change)—other comprehensive income: Security JKL & GHI (net)
$10,000 Valuation Allowance Account (contra-asset account) DR
Beginning Balance: JKL ($175,000 – 170,000) = GHI ($165,000 – 190,000) = Activity: JKL ($160,000 – 175,000) GHI (Sold / Reverse)
= =
5,000
25,000
Subtotal Close Ending Balance
F3(A)-8
Current Year Unrealized Loss OCI DR
Accumulated OCI (contra-equity account) DR
20,000 15,000 $10,000
—
10,000
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Becker CPA Review
Financial Accounting & Reporting 3(A)
BUSINESS COMBINATIONS / CONSOLIDATIONS
I.
PRESUMPTION The presumption is that consolidated financial statements are more meaningful than parent company financial statements and/or parent company financial statements together with separate subsidiary financial statements. A.
II.
Consolidated financial statements (including segment reporting) are necessary for fair presentation.
CONSOLIDATED STATEMENTS
B.
The equity method is not a valid substitute for consolidation (SFAS 94).
C.
Consolidate regardless of method of acquisition (purchase or pooling of interests).
CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements ignore important legal relationships and emphasize economic substance over form. Consolidated financial statements are an economic truth but a legal fiction.
III.
LIMITATIONS OF CONSOLIDATED FINANCIAL STATEMENTS A.
Minority shareholders, creditors, and bondholders of the subsidiary remain uninformed regarding the subsidiary's financial statements.
B.
Weak performance of one company (entity) may be offset by the strong performance of another company.
C.
Ratio analysis of consolidated data is not reliable. For example:
D.
1.
Poor income statement results of individual subsidiaries are hidden.
2.
Intercompany eliminations affect ratios.
Retained earnings available for parent shareholders (the account from which dividends are paid) are not segregated nor otherwise indicated.
1
3
2 C/S Parent
C/S Sub
C/S Parent
C/S Sub
C/S Parent
Parent Company Parent Company
Sub Company
Parent Company
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Sub Company
Sub Co.
Sub Company
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Financial Accounting & Reporting 3(A)
IV.
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CRITERIA OF WHEN TO AND WHEN NOT TO CONSOLIDATE A.
Consolidate ALL majority-owned subsidiaries (over 50% of the voting interest is owned by parent company) to have one management and one economic entity. Per SFAS 94, this includes domestic, foreign, similar, and dissimilar subsidiaries.
B.
DO NOT consolidate when: Control is not with owners (e.g., under legal reorganization or when control of a subsidiary is with a trustee).
V.
C.
It is OK to consolidate companies that have different year ends. The subsidiary merely prepares special financial statements to correspond closely with the parent's fiscal year end. If the year ends differ by three months or less, the parent company can use the subsidiary's regular financial statements of a different period, giving recognition to material intervening events, to expedite the consolidation process.
D.
In a vertical chain, where parent company owns more than 50% of a subsidiary company and the subsidiary owns more than 50% of a third company, consolidate: 1.
Third company into subsidiary company.
2.
Subsidiary company (now consolidated with third company) into parent company.
DEGREE OF CONTROL The degree of control the investor has over the investee dictates how the investor accounts for the investment in corporate equity securities. Consolidation: A combination of the financial statements of two or more entities into a single set of financial statements representing a single economic unit.
P U R C H A S E 0
COST
20 EQUITY 50
DO NOT CONSOLIDATE
A.
CONSOLIDATE
100
COST OR EQUITY USED INTERNALLY
COST METHOD/DO NOT CONSOLIDATE = NO SIGNIFICANT INFLUENCE (TYPICALLY 0% - 19%) The investor accounts for the investment using the cost method if the investor does not have the ability to exercise significant influence over the investee. Follow the rules of marketable equity securities and accounts for the investment as either trading or available-for-sale securities.
B.
EQUITY METHOD/DO NOT CONSOLIDATE = SIGNIFICANT INFLUENCE BUT 50% OR LESS OWNERSHIP (TYPICALLY 20% - 50%) The investor accounts for the investment using the equity method of accounting if the investor can exercise significant influence over the investee and holds 50% or less of the voting stock.
C.
CONSOLIDATE = CONTROL (GREATER THAN 50% OWNERSHIP) The investor should prepare consolidated financial statements with its investees when the investor has control (more than 50% ownership) of the subsidiary. Internally, the investor may use either the cost method or the equity method to account for its investments.
F3(A)-10
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Financial Accounting & Reporting 3(A)
COST METHOD (External Reporting)
I.
INVESTMENT IN INVESTEE ____ MARKETABLE EQUITY SECURITIES ____ COST METHOD
COST METHOD (0% - 19% / DOES NOT EXERCISE SIGNIFICANT INFLUENCE)
The cost method should be used when the investor owns less than 20% of the investee's voting stock and does not exercise significant influence. Lacking evidence to the contrary, it is assumed that no significant influence can be exercised from 0%-20%. The original investment under the cost method is accounted for in the same manner as marketable equity securities.
If a company owns less than 20% of the stock of an investee company, but exercises significant influence, the equity method must be used. A.
BALANCE SHEET: "INVESTMENT IN INVESTEE" 1.
2.
The carrying amount of the investments account on the investor's (parent's) books is "original cost," measured by the FV of the consideration given, including legal fees. The investment account stays the same from the date of acquisition unless: a.
Shares of stock in the subsidiary are purchased or sold.
b.
There is an accumulated dividend in excess of accumulated earnings resulting in a return of capital (called a liquidating dividend).
c.
The basis is adjusted to FV as required for marketable equity securities (SFAS 115).
d.
The subsidiary incurs losses that substantially reduce net worth from the date of acquisition.
Record at Cost a.
All costs of acquisition. (FV of consideration plus legal fees)
DR CR 3.
Investment in investee Cash
$XXX $XXX
Marketable Securities – Adjust to FV a.
Adjust to FV at year-end. (Decrease in FV)
DR CR b.
Unrealized holding losses $XXX Investment in investee (or valuation account)
$XXX
Adjust to FV at year-end. (Increase in FV)
DR CR
Investment in investee (or valuation account) Unrealized holding gains
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$XXX $XXX
F3(A)-11
Financial Accounting & Reporting 3(A)
4.
Becker CPA Review
Reduce Investment in Investee for Return of Capital Distributions a.
Return of capital/liquidating dividend—(dividend in excess of investor's share of retained earnings).
DR CR
Cash
$XXX Investment in investee
$XXX
Note: For tax purposes, a return of capital/liquidating dividend exists when the dividend is in excess of the investor's share of the corporation's earnings and profits. Earnings and profits is a very similar concept to retained earnings, but the two are not always calculated the same way. B.
INCOME STATEMENT: Record cash dividends from the investee's earnings and profits. Do not recognize stock dividends. 1.
Dividends to the Investor/Parent (from Investee) are Income (Earnings) to the Investor/Parent The cost method does not recognize a pro rata share of the investee's earnings as income to the investor/parent.
DR CR 2.
Cash
$XXX
Dividend income
$XXX
Distribution that Exceeds Investor's Share of the Investee's Retained Earnings (Reduce Basis / Return of Capital Distribution)
DR CR
Cash
$XXX Investment in investee
$XXX
PASS KEY The following three issues are the most frequently tested "cost" concepts: •
The "Investment in Investee" is not adjusted for investee earnings.
•
The "Investment in Investee" is adjusted to FV (per FASB 115).
•
Cash dividends from the investee are reported as income by the investor (parent).
F3(A)-12
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Financial Accounting & Reporting 3(A)
EQUITY METHOD (External Reporting) I.
EQUITY METHOD
EQUITY METHOD (20%–50% / EXERCISES SIGNIFICANT INFLUENCE) The equity method is used to account for investments if significant influence can be exercised by the investor over the investee. The critical criterion for using the equity method is that the investor exerts significant influence over the operating and financial policies of the investee. If no direct evidence of significant influence exists, ownership of 20% to 50% of the investee's voting stock is deemed to represent significant influence. Under the equity method the investment is originally recorded at the price paid to acquire the investment. The investment account is subsequently adjusted as the net assets of the investee change through the earning of income and payment of dividends. The investment account increases by the investor's share of the investee's net income with a corresponding credit to the investor's income statement account, Equity in Subsidiary/Investee Income. The distribution of dividends by the investee reduces the investment balance. Continuing losses by a subsidiary/investee may result in a decrease of the investment account to a zero balance. In addition, consolidated statements should be presented when ownership is greater than 50%. A.
EXERCISES SIGNIFICANT INFLUENCE A company that owns 20%–50% of voting stock of another "investee" company is presumed to be able to exercise "significant influence" over the operating and financial policies of that investee and, therefore, must use the equity method when presenting the investment in that investee in: 1.
Consolidated financial statements that include other consolidated entities, but not that investee, or
2.
Unconsolidated parent company financial statements.
3.
Equity method not appropriate (even if investor owns 20% to 50% of subsidiary): a.
Bankruptcy of subsidiary.
b.
Investment in subsidiary is temporary.
c.
A lawsuit or complaint is filed.
d.
A "standstill agreement" is signed (under which the investor surrenders significant rights as a shareholder).
e.
Another small group has majority ownership and they operate the company without regard to the investor.
f.
The investor cannot obtain the financial information necessary to apply the equity method.
g.
The investor cannot obtain representation on the Board of Directors. PASS KEY
The CPA Examination frequently presents questions where the ownership percentage is below 20%, but the "ability to exercise significant influence" exists. The equity method is the correct method of accounting for these investments.
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F3(A)-13
Financial Accounting & Reporting 3(A)
B.
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BALANCE SHEET – "Investment in investee" using equity.
1.
Record at cost (FV of consideration plus legal fees)
DR Investment in investee CR Cash 2.
$XXX $XXX
Increase by the Investor's/Parent's ownership percentage of earnings of investee
DR Investment in investee CR Equity in earnings/investee income 3.
$XXX $XXX
Decrease by the Investor's/Parent's ownership percentage of cash dividends from investee (stock dividends reduce unit cost of stock owned in investee)
DR Cash CR Investment in investee C.
$XXX $XXX
INCOME STATEMENT – Record the Investor's/Parent's ownership percentage of earnings as income (dividends are not income, treat as bank withdrawals).
1.
Investee earnings (Investor's/Parent's percentage ownership of investee)
DR CR
Investment in investee Equity in earnings/investee income
2.
Investee cash dividends (Not income/lower investment like bank withdrawal)
DR CR
Cash
$XXX $XXX
$XXX Investment in investee
$XXX PASS KEY
An easy way to remember all the GAAP accounting rules for the "equity method" is to think of it like a bank account and use your base account analysis:
B A S E
Beginning Balance Add: Investee's earning (like bank interest; it is income when earned, not when taken out). Subtract: Investee's dividends (like bank withdrawals; and it is not income) Ending Balance
F3(A)-14
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Becker CPA Review
Financial Accounting & Reporting 3(A)
Equity Method On January 1, Year 1, LKM Corporation acquired a 40% interest in Nerox Company for $300,000. Total stockholders' equity on the date of acquisition consisted of capital stock (common, $1 par) of $500,000 and $250,000 in retained earnings, therefore, no differentiation [$300,000 = .40(500,000 + 250,000)]. During Year 1 Nerox had net income of $90,000 and paid a $40,000 dividend.
EXAMPLE
Journal Entry: To record the initial investment of 40% DR Investment in Nerox (40%) CR Cash
$300,000
Journal Entry: To recognize the investee's net income (40% x $90,000) DR Investment in Nerox (40% x $90,000) $36,000 CR Equity in investee income
$300,000
$36,000
Journal Entry: To recognize the dividend paid by the investee (40% x $40,000) DR Cash $16,000 CR Investment in Nerox (40% x $40,000) $16,000 On December 31, Year 1, the investment account on the balance sheet would show $320,000 ($300,000 + $36,000 - $16,000), and the income statement would show $36,000 as LKM's equity in subsidiary income.
AMORTIZATION OF DIFFERENTIAL
D.
DIFFERENCES BETWEEN THE PURCHASE PRICE AND BOOK VALUE (NBV) OF THE INVESTEE'S NET ASSETS Additional adjustments to the investment account under the equity method result from differences between the price paid for the investment and the book value of the investee's net assets. This difference is first attributable to: 1.
Asset FV Differences between the book value and fair value of the net assets acquired.
2.
Goodwill Any remaining difference is goodwill.
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F3(A)-15
Financial Accounting & Reporting 3(A)
Becker CPA Review
PASS KEY An easy way to solve this type of question is to set up a building block box and plug in the respective dollar amounts and then compare to the purchase price:
Goodwill FV NBV
3.
Excess
=
$
X %
=
$
X %
=
$
Purchase Price
Amortize Asset FV Difference (Premium) Over Related Asset Life The fair value excess (asset FV) would be amortized over the life of the underlying asset (excess caused by land is not amortized). This additional amortization causes the investor's share of the investee's net income to decrease. Amortization of cost (purchase price) over NBV of assets acquired only affects the parent's investment account, "investment in subsidiary," on the books of the parent under the "Equity Method," not under the "Cost Method."
DR CR 4.
Equity in investee income
$XXX
Investment in investee
$XXX
Goodwill Difference: Not Amortized and No Impairment Test The fair value excess attributable to goodwill is not subject to the impairment test. Acquired goodwill is no longer amortized. PASS KEY
To better understand the journal entry and its impact, think of the amortization of excess purchase price (premium) as a bank service charge. The "equity method", which we treat like a bank account, will have the account balance (balance sheet asset) reduced by this "bank service charge" and also will have the net earnings from the account reduced by this (service) charge.
F3(A)-16
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Becker CPA Review
Financial Accounting & Reporting 3(A)
Equity Method On January 1, Year 1, Eva Corporation acquired a 40% interest in Jennrod Company for $500,000 cash. At the date of acquisition, Jennrod's net assets had a book value of $875,000 and a fair value of $1,000,000. The difference between the book value and fair value relates to equipment being depreciated over a remaining useful life of ten years. Jennrod's net income for Year 1 was $320,000. During Year 1, Jennrod declared and paid $120,000 in cash dividends. 1.
Investment and Subsidiary Activity: Journal Entry: To record the initial investment DR Investment in Jennrod (40%) CR Cash
EXAMPLE
Journal Entry: To recognize the investee's net income DR Investment in Jennrod (40% x $320,000) CR Equity in investee income
$500,000 $500,000 $128,000 $128,000
Journal Entry: To recognize the dividend paid by the investee DR Cash $48,000 CR Investment in Jennrod (40% x $120,000) 2.
$48,000
Asset Adjustment and Depreciation: Goodwill FV NBV
$1,000,000 $875,000
Excess
=
X 40%
=
X 40%
=
$500,000 $400,000 $350,000
Purchase Price
Journal Entry: To record depreciation on undervalued equipment ($50,000 ÷ 10 years) DR Equity in investee income $5,000 CR Investment in Jennrod $5,000 3.
Goodwill: Goodwill, the excess of the purchase price over the fair value of net assets: Purchase price of the investment in Jennrod $ 500,000 Less: Fair value of Eva's equity in net assets of Jennrod (40% x 1,000,000) (400,000) Goodwill $ 100,000 On December 31, Year 1, Eva's investment in Jennrod account would show a balance of $575,000 ($500,000 + $128,000 - $48,000 - $5,000), and the income statement would show $123,000 ($128,000 - $5,000) equity in investee income.
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F3(A)-17
Financial Accounting & Reporting 3(A)
E.
Becker CPA Review
UNCONSOLIDATED INVESTMENT OF OVER 50% (EQUITY METHOD REQUIRED) A parent company that does not consolidate a 50%+ owned subsidiary (e.g., lack of control due to a company being controlled by a bankruptcy trustee, or a subsidiary that is likely to be a temporary investment) must use the equity method when presenting the investment in that sub in:
II.
1.
Consolidated financial statements (without that sub being consolidated).
2.
Unconsolidated parent company financial statements are NOT allowed to be issued to stockholders as the "primary reporting entity" (SFAS 94). However, they may be presented as a supplemental disclosure.
COMPARISON OF COST AND EQUITY METHODS
DO NOT CONSOLIDATE EQUITY
COST
NO SIGNIFICANT INFLUENCE
SIGNIFICANT INFLUENCE
0% – 19%
20% – 50%
PURCHASE PRICE
PURCHASE PRICE DR INVESTMENT IN INVESTEE CR CASH
DR INVESTMENT IN INVESTEE CR CASH
+INVESTEE INCOME COMPLY WITH SFAS 115 "ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBTAND EQUITY SECURITIES"
DR INVESTMENT IN INVESTEE CR EQUITY IN EARNINGS
BALANCE SHEET "INVESTMENT ACCOUNT"
— AMORTIZE FV > NBV DR EQUITY IN EARNINGS CR INVESTMENT IN INVESTEE
— INVESTEE DIVIDENDS DR CASH CR INVESTMENT IN INVESTEE
INVESTEE DIVIDENDS
INVESTEE INCOME
DR CASH CR DIVIDEND INCOME
DR INVESTMENT IN INVESTEE CR EQUITY IN EARNINGS
INCOME STATEMENT "REPORTABLE INCOME"
ASSET AMORTIZE FV > NBV DR EQUITY IN EARNINGS CR INVESTMENT IN INVESTEE
GOODWILL (Equity Method Only) • NOT AMORTIZED • NOT IMPAIRED
F3(A)-18
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III.
Financial Accounting & Reporting 3(A)
STEP-BY-STEP ACQUISITION A corporation may acquire a subsidiary in more than one transaction. In this case, any goodwill must be computed at the time of each transaction. A.
CHANGE FROM COST METHOD TO EQUITY METHOD
ACCOUNTING CHANGES
When significant influence is acquired, it is necessary to record a change from the cost/available-for-sale classification to the equity method. The investment account and the retained earnings account are adjusted retroactively for the difference between the available-for-sale classification/cost method to the equity method. 1.
To Equity from Cost When two or more purchases of stock cause ownership in an investee corporation to go from not having significant influence (< 20%) to having significant influence (≥ 20% but less than 50%):
2.
a.
The equity method should be used and the periods during which the cost method (fair value) was used are retroactively adjusted.
b.
The year-end ownership percentage is used to make all equity entries.
Equity in Investee Income Calculation: When the additional investment is made sometime during the year, the investor will calculate its share of the investee's income by multiplying the:
3.
a.
Investee's income by the fraction of the year that the cost method (available-forsale) was used and the percentage ownership before the change.
b.
This will then be added to the investee's income multiplied by the fraction of the year remaining and the percentage of ownership after the change.
Common Stock and Preferred Stock If an investor company owns both common and preferred stock of an investee company: a.
The "significant influence" test is mostly met by the amount of common stock owned (which is usually the only voting stock).
b.
The calculation of equity in earnings of subsidiary / income from subsidiary (or investee) includes: (1)
Preferred stock dividends, and
(2)
Share of earnings available to common shareholders (net income reduced by preferred dividends). PASS KEY
The key to answering questions relating to this issue correctly is to: •
Apply the new method (equity) to the prior period's old percentage (1 - < 20%).
•
Do not apply the new percentage to the prior period (you did not own that percentage back then!).
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F3(A)-19
Financial Accounting & Reporting 3(A)
Becker CPA Review
Adjustments to Convert from Available-for-Sale Classification to Equity Method On January 1, Year 1, Party Co. paid $20,000 for a 15% interest in Subston Co. Party Co. does not have significant influence over Subston Co. The book value of net assets was $120,000. Any excess is attributable to a building with a 40-year life. Net income reported by Subston during Year 1 was $35,000. Party's share of dividends declared by Subston amounted to $750. The market value of the investment was $17,000 on December 31, Year 1. Under the cost method (available-for-sale treatment), in Year 1 Party would record dividend income but would not recognize net income reported by Subston nor amortize any asset premium (related to the building). On January 1, Year 2, Party increased its ownership in Subston to 50%, paying $60,000. The fair value and book value of Subston's net assets at January 1, Year 2 were $108,000. On January 1, Year 2, Party would record its additional investment and make the following adjustments to retroactively convert from the available-for-sale treatment to the equity method.
EXAMPLE
Schedule 1: Building (premium) resulting from the investment on January 1, Year 1. Price paid/Cost of the January 1, Year 1 investment NBV of the net assets acquired ($120,000 x 15%) Building (premium)
$ 20,000 (18,000) $ 2,000
Building (premium) will be amortized over 40 years (equity method only) ÷ 40 yrs. $2,000 ÷ 40 = $50 amortization per year (equity method only) $ 50.00 Schedule 2: Calculation of the retroactive adjustment to the equity method at January 1, Year 2. Equity Method: Year 1 investment (at cost) $ 20,000 B Equity method adjustments: A Plus: Share of Subston's net income ($35,000 x 15%) 5,250 Less: Dividends received (750) S Less: Amortization of building (premium) ($2,000 ÷ 40) (50) E Balance of the investment account under the equity method $ 24,450 [1] Cost/Available-for-Sale Treatment: Yr 1 Dec. 31, investment balance at market value $ 17,000 [2] Total adjustment to investment ([1] – [2]) $ 7,450 Adjustment to unrealized loss on available-for-sale securities (3,000) Retroactive adjustment to Retained Earnings $ 4,450 Journal Entry: To record the retroactive adjustment to the investment and retained earnings account and write off the unrealized loss on available-for-sale securities DR Investment in Subston $7,450 CR Retained earnings $4,450 CR Unrealized loss on available-for-sale securities $3,000 Journal Entry: To record the additional investment at January 1, Year 2 DR Investment in Subston $60,000 CR Cash
F3(A)-20
$60,000
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Becker CPA Review
Financial Accounting & Reporting 3(A)
CONSOLIDATED FINANCIAL STATEMENTS I.
CONSOLIDATED FINANCIAL STATEMENTS A.
CONTROL (OVER 50%) Consolidated financial statements are prepared when a parent-subsidiary relationship has been formed. An investor is considered to have parent status when control over an investee is established or more than 50% of the voting stock of the investee has been acquired. All majority-owned subsidiaries (domestic and foreign) must be consolidated except when significant doubt exists regarding the parent's ability to control the subsidiary, such as when:
B.
1.
The subsidiary is in legal reorganization or
2.
Bankruptcy and/or the subsidiary operates under severe foreign restrictions.
PURCHASE VS. POOLING OF INTERESTS Purchase and pooling of interests are methods used to record the acquisition of a subsidiary and are each acceptable in accounting for business combinations under certain circumstances. An investment in the stock or net assets of another corporation is accounted for as a pooling of interests if all of the conditions necessary for a pooling of interests have been met (and it had been completed and/or initiated prior to June 30, 2001).
1 C/S Parent
Parent Company
C/S Sub
Sub Company
50
3
2 C/S Parent
Parent Company
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C/S Sub
C/S Parent
Parent Company Sub Company
100
CONSOLIDATE
Sub Co.
Sub Company
F3(A)-21
Financial Accounting & Reporting 3(A)
Becker CPA Review
PURCHASE METHOD (External Reporting) PURCHASE ACCOUNTING
I.
PURCHASE METHOD In a business combination accounted for as a purchase, the subsidiary may be acquired for cash, stock, debt securities, etc. The investment is valued at the fair value of the consideration given or the fair value of the consideration received, whichever is the more clearly evident. The accounting for a purchase begins at the date of acquisition, unlike a pooling, which is accounted for as if the combinor and the combinee(s) had always been together. (i)
Purchase for Cash (at FV) and All Other Direct Costs DR
Investment in subsidiary
CR
(ii)
Cash
$XXX
Purchase for Parent Common Stock (use FV)
DR
A.
$XXX
Investment in subsidiary
$XXX
CR
Common stock (Parent at par)
$XXX
CR
A.P.I.C (Parent/FV—par)
$XXX
APPLICATION OF THE PURCHASE METHOD The purchase method has two distinct accounting characteristics: (1) the net assets purchased are recorded at fair value with any unallocable balance remaining creating goodwill, and (2) when the companies are consolidated, any retained earnings (or deficit) of the investee is eliminated (not reported). PASS KEY
GAAP requires that when an asset is acquired, it is originally recorded at cost. The parent's cost is the purchase price, which is also the fair market value of the subsidiary on the day of purchase. The easy to remember formula is: FV = Purchase Price = Cost An acquiring corporation should allocate costs to assets received and liabilities assumed as follows: 1.
Paid More than Net Book Value for Subsidiary (Premium) a.
Paid More for Assets (FV > Net Book Value) All identifiable assets and liabilities should be assigned a portion of the total cost based on fair value at the date of acquisition. Contingencies of the acquired corporation should be included in the assignment of cost using the criteria discussed.
b.
Paid More for Assets (at FV) and Paid for Positive Goodwill Any excess of cost over the amount assigned to identifiable assets and liabilities should be recorded as goodwill (difference between fair value and the amount paid for the net assets acquired).
F3(A)-22
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2.
Financial Accounting & Reporting 3(A)
Paid Less than Net Book Value for Subsidiary (Discount) a.
Paid Less for Assets (FV < Net Book Value) In the event that the assignable fair values of net assets acquired exceed the cost, the noncurrent assets acquired (excluding long-term investments in marketable securities) should be reduced proportionately.
b.
Paid Less for Assets and Recognize Gain (Extraordinary) If after reducing the appropriate noncurrent assets to their maximum extent (written down to zero) an excess remains, the excess (credit) is to be recognized as an extraordinary gain (not as negative goodwill).
3.
Eliminate Subsidiary's Old Equity The pre-acquisition equity (common stock, APIC, and retained earnings) of the subsidiary is not carried forward in a purchase. Consolidated equity will be equal to the parent's equity balance. The subsidiary's equity is eliminated.
PURCHASE ILLUSTRATION 1 C/S Parent
C/S Sub
Parent Company
C/S Parent
Parent Company
Sub Company
4.
50
3
2 C/S Sub
C/S Parent
Parent Company Sub Company
100
CONSOLIDATE
Sub Co.
Sub Company
The Consolidating Workpaper Eliminating Journal Entry The year end consolidating journal entry known as the consolidating workpaper eliminating journal entry (EJE) is: CAR I MAG
C DR
Common stock - Sub
A DR
A.P.I.C. - Sub
XXX
R DR
Retained earnings - Sub
XXX
I
CR
M CR
$ XXX
Investment in Subsidiary
$ XXX
Minority interest
XXX
A DR
Adjust - Balance sheet (of Sub) to FV (Paid)
XXX
G DR
Goodwill
XXX
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F3(A)-23
Financial Accounting & Reporting 3(A)
Becker CPA Review
PASS KEY
G = Goodwill
Excess
=
$
A = FV
X %
=
$
C A = NBV
X %
=
$
$$$$$$$$
Purchase Price
R B.
SUBSIDIARY EQUITY ACQUIRED 1.
Formula The following formula is used to determine the book value of the assets acquired from the subsidiary:
2.
CAR
•
Assets - Liabilities = Equity
•
Assets - Liabilities = Net Book Value
•
Assets - Liabilities = CAR
I MAG
Purchase Price and Subsidiary Net Book Value Reconciliation Under the purchase method, the parent's acquisition of the subsidiary is recorded at the fair value of the consideration surrendered. This purchase price must be compared to the respective assets and liabilities of the subsidiary at the date of purchase. The difference between the fair value paid and book value acquired will require an adjustment to the following three areas:
M
a.
A
Minority interest (if any) for the percentage of the subsidiary's net book value not acquired.
b.
G
Adjust balance sheet accounts of subsidiary from book value to fair value paid.
c.
Goodwill is recognized for any excess/negative is extraordinary gain.
3.
Purchase Date Calculation The determination of the difference between book value and fair value must be computed as of the purchase date. When the subsidiary's financial statements are provided for a subsequent period, it is necessary to reverse the activity (income and dividends) in the subsidiary's retained earnings in order to squeeze back into the book value (Assets - Liabilities = CAR) at the purchase date. Purchase
B A S E
F3(A)-24
Beg. retained earnings Add: income Subtract: dividends End retained earnings
"Car"
Date
Common stock - Sub A.P.I.C. - Sub Retained earnings - Sub
Same all year Same all year Squeeze back purchase date amount
Investment in Sub Minority Interest Adjust balance sheet to FV (Paid) Goodwill (Plug)
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Becker CPA Review
Financial Accounting & Reporting 3(A)
CONCEPT EXERCISE
On January 1, 20X1, Duffy Corporation acquired 100% of Gearty Corporation. Duffy issued 100,000 shares of its $15 par common stock, with a market price of $20 a share, for all of Gearty's common stock. The acquisition is a purchase. On that date the fair value of Gearty's assets and liabilities equaled their respective carrying amounts with the exception of land, which had a fair value that exceeded its book value by $200,000. For the year ending December 31, 20X1, Gearty reported net income of $350,000 and paid cash dividends of $150,000. The stockholders' equity section of each company's balance sheet as of December 31, 20X1, was: Duffy $5,000,000 1,000,000 3,000,000 $9,000,000
Common stock Additional paid-in capital Retained earnings
Gearty $1,000,000 400,000 500,000 $1,900,000
(1)
Determine the book value of the acquired subsidiary at date of acquisition.
(2)
Determine the amount of the investment at date of acquisition.
(3)
Determine the amount of the adjustment to the book value of any assets at date of acquisition.
(4)
Determine the amount of goodwill at date of acquisition. PASS KEY
G = Goodwill
Excess
=
A = FV
X 100%
=
$2,000,000 $1,900,000
C A = NBV R
X 100%
=
$1,700,000
Purchase Price
ANSWERS: Common Stock – Sub A.P.I.C. – Sub Retained Earnings – Sub (at purchase date)
B A S E
Beginning Add: income Subtract: dividends Ending
Net Book Value Investment (100,000 shares x $20 FV) Difference Minority Interest Difference Adjustment to Asset Land Goodwill
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$1,000,000 400,000 300,000 300,000 350,000 500,000 1,700,000 2,000,000 300,000 -0300,000 200,000 100,000
F3(A)-25
Financial Accounting & Reporting 3(A)
C.
Becker CPA Review
INVESTMENT IN SUBSIDIARY
CAR
I
MAG
The original carrying amount of the investment in subsidiary account on the parent's books is: 1.
Original cost – Measured by the FV of the consideration given (Debit: Investment in Sub); and
2.
Business combination costs/expenses, in a purchase, are treated as follows: a.
Direct out-of-pocket costs such as a finder's fee or a legal fee are capitalized to the investment account. (Debit: Investment in Sub)
b.
Stock registration and issuance costs such as SEC filing fees are a direct reduction of the value of the stock issued. (Debit: Additional Paid-in Capital account)
c.
Indirect costs are expensed as incurred. (Debit: Expense)
d.
Bond issue costs are capitalized and amortized. (Debit: Bond Issue Costs) Business Combination Accounted for as a Purchase
On January 1, Year 1, Buygood Company exchanged 10,000 shares of $10 par value common stock with a fair value of $415,000 for 100% of the outstanding stock of Subdue Company in a business combination properly accounted for as a purchase. In addition Buygood paid $35,000 in legal fees. At the date of acquisition, the fair and book value of Subdue’s net assets totaled $300,000. Registration fees were $20,000.
EXAMPLE
Journal Entry: To record the acquisition price and legal fees DR Investment in Sub ($415,000 + $35,000) $450,000 CR Common stock - $10 par value CR Additional Paid-in capital – Buygood ($315,000 - $20,000) CR Cash
$100,000 295,000* 55,000
*APIC – Buygood = $415,000 - $100,000 = $315,000 - $20,000 = $295,000
Allocation of investment:
C A R
Common Stock A.P.I.C. Retained Earnings
I
Investment
M A G
($ 300,000)
G
= Goodwill
Excess
=
A
= FV
X 100%
= $ -0-
= NBV
X 100%
= $300,000
C A
Difference Minority Interest Difference Adjustment to Asset Goodwill
450,000 150,000 -0150,000 -0$ 150,000
$450,000 Purchase Price
R
PASS KEY
When the CPA Examination tests this issue, remember to look carefully for the word "direct" before including it in the "Investment in Sub." Also, all "indirect" costs are expensed.
F3(A)-26
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D.
Financial Accounting & Reporting 3(A)
MINORITY (NON-CONTROLLING) INTEREST 1.
CAR I
MAG
Overview Business combinations that do not establish 100% ownership of a MINORITY subsidiary by a parent will result in a portion of the subsidiary's equity INTEREST being attributed to minority shareholders. This is true whether the business combination was accounted for as a purchase or a pooling. Minority interest must be disclosed in the consolidated balance sheet.
2.
Financial Statement Presentation a.
Income Statement The consolidated income statement will include 100% of the subsidiary's revenues and expenses. However, the minority interest portion of the subsidiary's net income should be included as a line item deduction (like an expense) and is often referred to as the minority interest in net income.
Sub's Income
