Chapter 4 Consolidation of Wholly Owned Subsidiaries Acquired at More than Book Value Note: Students sometimes like to print slides as “handouts” with 1, 2, 3, 4, 6, or 9 slides per page for taking notes in class. It is sometimes best to print them using the “pure black and white” option on the color/gray scale dropdown menu to avoid dark boxes that are not conducive to note taking. Be aware that many instructors will only cover a sub-set of the slides available in this file. Also note that we have removed slides containing solutions to group or individual in-class exercises. You may want to print some slides (such as worksheets or slides with a large quantity of calculations) as a full page slide to facilitate working the exercise in class.

Learning Objective 1 Understand and make equity-method journal entries related to the differential.

Basic Concepts: Parent and Subsidiary Parent’s books Investment account initially contains the acquisition cost FMV of net assets, Plus goodwill, or Minus bargain purchase price Parent can use the cost or equity method Subsidiary’s books Balance sheet: Assets and Liabilities are recorded at BOOK values. Income statement: Expenses calculated based on BOOK values

Basic Concepts: Parent and Subsidiary What happens when you consolidate the parent’s and subsidiary’s books? Remember: The parent’s investment account is based on the actual acquisition price. The sub’s books contain only historical book values. The parent needs to make adjustments for both Balance Sheet, and Income Statement accounts. Why wasn’t this a problem with created subs? No goodwill No undervalued assets at the time of creation

Basic Concepts: Income Statement Impacts Big Picture: Essentially, we switch the sub’s books from BV to FMV in the consolidation process. Income Statement effects Asset Related Expense (as the asset expires) Equipment Inventory Patent Goodwill

Basic Concepts: Income Statement Impacts Income Statement Effects When Acquisition Price > Book Value Asset Related Expense (as the asset expires) Income Statement Effect Equipment Inventory Patent Goodwill If expenses are _________________, then income is too high____________________. To fix the problem, Parent needs to _______________ expenses.

Example: Acquisition Price > Book Value Pepper Inc., a calendar-year reporting company, acquired 100% of Salt Inc.’s outstanding common stock at a cost of $442,500 on 12/31/X8. The analysis of the parent’s Investment account as of the acquisition date shows: Book value element Life remaining Common Stock $130,000 Retained Earnings 117,000 Under- or Over-valuation Inventory (6,500) 2 months Land 39,000 Indefinite Equipment 85,000 10 years Covenant-not-to-compete 52,000 4 years Goodwill element 26,000 Indefinite Total Cost $442,500

Example: Acquisition Price > Book Value Price = BV + Identifiable Excess + GW Results for 20X9 (based on Book Values): Reported Income Dividends Declared What would the Sub’s income be based on Fair Values? Lower COGS (because inventory is worth less) Extra depreciation on equipment Extra amortization of contract Total increase in expenses / decrease in income

Consolidation: Equity Method The Parent’s initial investment in a sub is based on the FMV of the sub’s net assets (+/- GW). Equity method entries: Recording share of sub’s income Recording share of sub’s dividends They should be based on the same FMV basis. Problem: Sub reports income based on BOOK VALUES Solution: Parent has to record an adjustment to the income and investment “Equity Method” accounts.

Example: Equity Method Results for 20X9 (based on Book Values): Reported Income $78,000 Dividends Declared 45,500 Adjustment to Salt’s 20X9 income on Parent’s books: Lower COGS (because inventory is worth less) $ (6,500) Extra depreciation on equipment 8,500 Extra amortization of contract 13,000 Total increase in expenses / decrease in income $ 15,000 What entries would Pepper record in its general ledger related to Salt’s income and dividends for 20X9 under the equity method?

Example: Equity Method Journal Entries To record 100% share of Salt’s reported income: 2. To record 100% of Salt’s dividends declared: 3. To record additional expenses (based on FMV):

Example: Equity Method Investment Adjustment Calculate the correct ending balance in Pepper’s Investment in Salt account using the equity method: Investment in Salt

Practice Quiz Question #1 A parent charges the amortization of its cost in excess of book value to: a. Goodwill expense. b. Excess cost expense. c. Excess cost & goodwill expense. d. Income from subsidiary. e. None of the above.

Learning Objective 2 Understand and explain how consolidation procedures differ when there is a differential.

Consolidation Concepts by Chapter Wholly Owned Subsidiary Partially Owned Subsidiary Investment = Book Value Chapter 2 Chapter 3 No Differential Investment > Book Value Chapter 4 Chapter 5 Differential No NCI Shareholders NCI Shareholders 4-15

Excess value of identifiable assets = Simple Example Assume the BV of Sub’s net assets is $800 and that the FMV of the net assets is $1,000. Finally, assume that the acquisition price was $1,500. The acquisition price consists of three parts: Goodwill = P S Stock Sub Shareholders $ Excess value of identifiable assets = Book value of net assets =

Understanding Components of Acquisition Cost Acquisition FMV of Price = Assets + Goodwill FMV of Extra Assets = BV + Value Acquisition Extra Price = BV + Value + Goodwill Key: We need to keep track of each element of the purchase price separately! Why??

The Consolidation Process When a subsidiary is acquired (instead of created), the consolidation process is more complicated: Must eliminate intercompany items (same) Must update Sub’s assets and liabilities to FMV Must recognize goodwill

Summary of Consolidation Entries The basic elimination entry: The excess value reclassification entry: Common Stock (S) XX Additional Paid-in Capital (S) XX Retained Earnings, Beginning Balance (S) XX Income from Sub XX Investment in Sub BV Dividends Declared XX Asset 1 XX Asset 2 XX Goodwill XX Investment in Sub Excess

Summary of Consolidation Entries The amortized excess value reclassification entry: This entry reclassifies the equity method amortization of cost in excess of book from Income from Sub to the appropriate expense accounts where the costs would have been had the sub used FMV instead of BV. 4. The accumulated depreciation elimination entry: Cost of Sales XX Other Expenses XX Income from Sub XX Accumulated Depreciation XX Buildings and Equipment XX

Practice Quiz Question #2 When P company pays more than the book value of net assets of the acquired company (S), how does the consolidation process differ? a. P hires an outside accountant to do the work. b. P tracks the excess value and records it in the consolidation worksheet. c. S notifies P of the excess value. d. P and S ignore the excess amount paid.

Learning Objective 3 Make calculations and prepare elimination entries for the consolidation of a wholly owned subsidiary when there is a complex positive differential at the acquisition date.

Group Exercise 1: Analyzing Acquisition Costs Prince Inc. acquired 100% of She-Ra Inc.’s outstanding common stock for $1,600,000 cash. Divide the cost into its major elements and prepare the consolidation entries as of the acquisition date.

Group Exercise 1: Solution How would this affect your worksheet elimination entries?

Group Exercise 1: Solution Acquisition Costs What did we pay for? Investment in Sub 1,600,000 Goodwill Excess value of identifiable assets Book value of net assets of the acquired firm

Group Exercise 1: Solution Investment Account Investment in Sub 1,600,000 The basic elimination entry: The excess value reclassification entry: 980,000 Common Stock 120,000 Additional Paid-in Capital 480,000 Retained Earnings 380,000 Investment in Sub 980,000 620,000 Inventory 50,000 Land 130,000 Buildings and Equipment 110,000 Patent 90,000 Long-term Debt 70,000 Goodwill (new) 340,000 Notes Receivable 60,000 Goodwill (old) 110,000 Investment in Sub 620,000

Group Exercise 1: Solution Worksheet Entries The basic elimination entry: The excess value reclassification entry: The accumulated depreciation elimination entry: Common Stock 120,000 Additional Paid-in Capital 480,000 Retained Earnings 380,000 Investment in Sub 980,000 Inventory 50,000 Land 130,000 Buildings and Equipment 110,000 Patent 90,000 Long-term Debt 70,000 Goodwill (new) 340,000 Notes Receivable 60,000 Goodwill (old) 110,000 Investment in Sub 620,000 Accumulated Depreciation 98,000 Building and Equipment 98,000

Group Exercise 1: Solution Depreciation Entry 3. The accumulated depreciation elimination entry: The book values at acquisition – remember the 610,000 was net of 98,000 in accumulated depreciation. Buildings & Equipment Accumulated Depreciation 708,000 98,000

Group Exercise 1: Solution Depreciation Entry 3. The accumulated depreciation elimination entry: Accumulated Depreciation 98,000 Building and Equipment 98,000 Buildings & Equipment Accumulated Depreciation 708,000 98,000 98,000 98,000 610,000 Shows the Buildings and Equipment “as if” they have been recorded on the sub’s books as new assets at book value.

Group Exercise 1: Solution Reclass Entry 3. The accumulated depreciation elimination entry: Accumulated Depreciation 98,000 Building and Equipment 98,000 Buildings & Equipment Accumulated Depreciation 708,000 98,000 98,000 98,000 BV 610,000 The excess value reclassification elimination entry brings the Buildings and Equipment up to fair value. Excess Value Reclass FMV 720,000 110,000

Group Exercise 2: Worksheet at Acquisition Pepper acquired 100% of Salt’s outstanding stock for $442,500. Required: Prepare the consolidation entries and worksheet.

Group Exercise 2: Worksheet Entries Book Value Analysis: Pepper’s Salt’s Equity Accounts, BV Investment Common Retained Account, BV Stock Earnings Balances, 12/31/X8 Investment in Salt EB 442,500 = + The Basic Elimination Entry: Common Stock Retained Earnings Investment in Salt Excess Value Analysis: Pepper’s Salt’s Under- or (Over-) Valuation of Net Assets Element Investment Inventory Land Equipment Covenant Goodwill Balances, 12/31/X8 = The Excess Value Reclassification Entry: Land Building & Equipment Covenant N-T-C Goodwill Inventory Investment in Salt The Accumulated Depreciation Elimination Entry: Accumulated Depreciation Building & Equipment

Group Exercise 2: Worksheet at Year End

Practice Quiz Question #3 An account of the acquired company that cannot be revalued to its current value under acquisition accounting is: a. Notes receivable. b. Bonds payable. c. Investment in marketable securities. d. Patents. e. None of the above.

of a wholly owned subsidiary when there is a complex bargain-purchase Learning Objective 4 Make calculations and prepare elimination entries for the consolidation of a wholly owned subsidiary when there is a complex bargain-purchase differential.

Acquired at Less than Fair Value of Net Assets Bargain purchase A business combination where the sum of the acquisition-date fair values of the consideration given, any equity interest already held by the acquirer, and any noncontrolling interest is less than the amounts at which the identifiable net assets must be valued at the acquisition date as specified by FASB 141R. The acquirer recognizes a gain for the difference. 36

Income Statement Effect Basic Concepts Income Statement Effects When Acquisition Price < BV Asset Related Expense (as the asset expires) Income Statement Effect Equipment Inventory Patent Goodwill If expenses are ________________, then income is too low______________________. To fix the problem, Parent needs to ____________________expenses.

Practice Quiz Question #4 How do the elimination entries differ in a bargain purchase scenario from an acquisition at an amount greater than book value? a. The differential is ignored in a bargain purchase scenario. b. The parent company multiplies all numbers by −1. c. The elimination entry to reclassify expenses related to the differential increases reported expenses. d. The elimination entry to reclassify expenses related to the differential decreases reported expenses.

Learning Objective 5 Prepare equity-method journal entries, elimination entries, and the consolidation worksheet for a wholly owned subsidiary when there is a complex positive differential.

Group Exercise 3 Pepper Inc., a calendar-year reporting company, acquired 100% of Salt Inc.’s outstanding common stock at a cost of $442,500 on 12/31/X8. The analysis of the parent’s Investment account as of the acquisition date shows: Book value element Life remaining Common Stock $130,000 Retained Earnings 117,000 Under- or Over-valuation Inventory (6,500) 2 months Land 39,000 Indefinite Equipment 85,000 10 years Covenant-not-to-compete 52,000 4 years Goodwill element 26,000 Indefinite Total Cost $442,500

Group Exercise 3 Update the analyses of the Investment account through 12/31/X9. Prepare all consolidation entries as of 12/31/X9. 3. Prepare a consolidation worksheet at 12/31/X9. (The parent’s retained earnings as of 1/1/X9 were $455,000.

Group Exercise 3: Worksheet Entries Book Value Calculations: Pepper’s Salt’s Equity Accounts, BV Investment Common Retained Account, BV Stock Add PIC Earnings Balances, 1/1/X9 Add: Net Income Less Dividends Balances, 12/31/X9 = + + The Basic Elimination Entry: Common Stock Retained Earnings, 1/1/X9 Income from Salt Dividends Declared Investment in Salt

Group Exercise 3: Worksheet Entries Excess Value Calculations: Pepper’s Investment Salt’s Under- or (Over-) Valuation of Net Assets Element Account Inventory Land Equipment Acc Dep Covenant Goodwill Remaining Life Excess Cost 2 months Indefinite 10 years 4 years Balances, 1/1/X9 Less: Amortization Balances, 12/31/X9 = The Excess Value Reclassification Entry: The Amortized Excess Value Reclassification Entry: Land Building & Equipment Covenant N-T-C Goodwill Accumulated Depreciation Investment in Salt Depreciation Expense S&A Expense Cost of Sales Income from Salt The Accumulated Depreciation Elimination Entry: Accumulated Depreciation Building & Equipment

Group Exercise 3: Solution Investment Account Beginning Balance: Goodwill = 26,000 Investment in Salt BB 442,500 Identifiable Excess = 169,500 NI 78,000 45,500 Dividend Book value = 247,000 15,000 Excess Amort. EB 460,000 Ending Balance: Goodwill = 26,000 Look back at the beginning and ending balances in the two charts you just prepared to find the numbers! Identifiable Excess = 154,500 Book value = 279,500

Group Exercise 3: Worksheet Entries Notice how the worksheet entries “eliminate” Pepper’s equity method accounts: Investment in Salt Income from Salt BB 442,500 NI 78,000 78,000 NI 45,500 Dividend 15,000 Excess Amort. 15,000 EB 460,000 63,000 Adj. Balance 279,500 Basic 78,000 180,500 Excess Reclass 15,000 15,000 Excess Amort.

Group Exercise 3: Completed Worksheet

Learning Objective 6 Understand and explain the elimination of basic intercompany transactions.

Road Map: Intercompany Transactions Typical intercompany transactions Intercompany reciprocal accounts (Chapter 4) Inventory transfers (Chapter 6) Fixed asset transfers (Chapter 7) Intercompany Indebtedness (Chapter 8)

Arm’s-Length Transactions Q: What are “Arm’s-length” Transactions? A: “Transactions that take place between completely independent parties.”

Categories of Transactions Arm’s Length Transactions The only transactions that can be reported in the consolidated statements. We want to report the results of our interactions with outside parties! Non-Arm’s Length Transactions Usually referred to as “related party transactions.” Include all intercompany transactions.

Types of “Related Party” Transactions Involving only Individuals Transactions among family members. Involving Corporations With management and other employees. With directors and stockholders. With affiliates (controlled entities). Probably constitutes at least 99% of all corporate related-party transactions.

Necessity of Eliminating Intercompany Transactions Eliminate all intercompany transactions in consolidation: Because they are internal transactions from a consolidated perspective. Not because they are related-party transactions. Only transactions with outside unrelated parties can be reported in the consolidated statements.

Intercompany Transactions: Additional Opportunities for Fraud Intercompany transactions sometimes occur to Conceal embezzlements. Overstate reported profits. 2 + 2 = 5

Group Exercise 4: Intercompany Loan & Interest Princess Inc. owns 100% of Solo Inc.’s common stock. On 11/1/X8, Princess lent $150,000 to Solo. The loan is to be repaid on 1/30/X9 along with $6,000 of interest. All aspects of the intercompany transaction were properly recorded by each company in its separate books. Required: What amounts should be reported in each company’s separate 20X8 income statement and 12/31/X8 balance sheet (asset and liability sections only)? Prepare and post to your format the consolidation entries as of 12/31/X8, relating only to these accounts.

Group Exercise 4: Solution Three things to think about: Note receivable / payable Interest revenue / expense Interest receivable / payable How would you eliminate each item? 1. Note Payable (sub) XXX Note Receivable (parent) XXX 2. Interest Revenue (parent) XXX Interest Expense (sub) XXX 3. Interest Payable (sub) XXX Interest Receivable (parent) XXX

Practice Quiz Question #5 Intercompany income statement accounts are eliminated in consolidation because they are deemed to be: Artificial transactions. Potentially manipulative transactions. Internal transactions. At amounts that are not determined on arms-length basis. none of the above.

Practice Quiz Question #6 In 20X8, Scott incurred $90,000 of inter-company interest charges. Of this amount, Scott paid $70,000 cash to its parent and capitalized $40,000 to a discrete construction project. The unrealized intercompany profit at 12/31/X8 is: $0 $10,000 $20,000 $30,000 $40,000

Understand and explain the basics of push-down accounting. Learning Objective 7 Understand and explain the basics of push-down accounting.

Purchase Price > Book Value What happens if you pay more than the book value of the subsidiary’s assets? This is the case MOST of the time! Parent has two options: Push-Down Accounting Force Sub to revalue to FMV Non-Push-Down Accounting Account for the “extra” value separately. Parent Sub

Push-Down Accounting: The EASIER Way Push-Down Accounting (an absolute gem) In the subsidiary’s general ledger: Adjust assets and liabilities to FV based on the parent’s acquisition price. This establishes a new basis of accounting. Record goodwill. Record “Revaluation Capital” for the difference A = L + E Revaluation Capital X

Nonpush-Down Accounting: The HARDER Way Don’t touch the subsidiary’s general ledger (treat like a “sacred cow”). Make fair value adjustments and record goodwill in consolidation (on the worksheets).

Consolidation Consequences: Push-Down vs. Non-Push-Down Push-down accounting: Consolidation effort is minimal (has received the “Better Book-keeping” stamp of approval). Non-push-down accounting: Consolidation effort is cumbersome (often a headache). The consolidated financial statement amounts are the SAME either way! ONLY the accounting procedures differ Who does the work– parent or sub?

Parent’s Amortization of Cost in Excess of Book Value: How Handled? Non-push-down accounting Equity Method Recorded in parent’s general ledger Maintains built-in checking features Cost Method Recorded on consolidation worksheets Push-down accounting Parent has no amortization – sub records the amortization

Consolidated Financial Statements Actually, these numbers are only part of the consolidated financial statements. Non-push-down Accounting Push-down Accounting Sub’s Income Statement (Based on Book Values) Balance Sheet Parent’s Adjustments For Excess Value (Consolidation Process) Sub’s Income Statement (Based on Fair Values) Balance Sheet + =

Postacquisition Subsidiary Earnings: Reportable Earnings Under Acquisition Method ONLY the subsidiary’s postacquisition earnings are reported in the consolidated financial statements. For a mid-year acquisition, only consolidate earnings after the acquisition date. The same is true for dividends declared. The subsidiary’s preacquisition earnings (included in its retained earnings account) are always eliminated against the parent’s Investment account in consolidation.

Practice Quiz Question #7 A parent records amortization of excess value under which method? a. Push-down basis of accounting. b. Non-push down basis of accounting. c. Both A and B. d. None of the above.

Practice Quiz Question #8 Push-down-accounting can be used: a. Only in a goodwill situation. b. Only in a bargain purchase situation. c. In either a goodwill situation or a bargain purchase situation. d. Only in a cost = book value situation. e. None of the above.

Practice Quiz Question #9 The consolidated financial statements are identical regardless of whether the parent: a. Uses push-down or non-push-down accounting. b. Acquires 100% of the common stock or 100% of the assets. c. Both A and B. d. Neither A or B.

Conclusion The End 4-69