Admas University Lecture Note CHAPTER FIVE 5. CONSOLIDATION SUBSEQUENT TO DATE OF ACQUISITION 5.1 Introduction Consolidation accounting is analyzed at the date that a combination is created. This chapter carries this process one step further by examining the consolidation procedures that must be followed in subsequent periods whenever separate incorporation of the subsidiary is maintained. Despite complexities created by the passage of time, the basic objective of all consolidations remains the same: to combine asset, liability, revenue, expense, and equity accounts of a parent and its subsidiaries. The time factor introduces additional complications into the consolidation process. For internal record-keeping purposes, the parent must select and apply an accounting method to monitor the relationship between the two companies. The investment balance recorded by the parent varies over time as a result of the method chosen, as does the income subsequently recognized. These differences affect the periodic consolidation process but not the figures to be reported by the combined entity. Regardless of the amount, the parent’s investment account is eliminated on the worksheet so that the subsidiary’s actual assets and liabilities can be consolidated. The preparation of consolidated financial statements at the date the acquirer company (parent) acquires more than 50% of the stock of the acquired company (subsidiary) is not different when preparing consolidated financial statements subsequent to acquisition, except for the fact that there are transactions between the parent and the subsidiary occurred after the acquisition date, which were already recorded in their books. 5.2 Investment Accounting by the Acquiring Company For a parent company’s external financial reporting, consolidation of a subsidiary becomes necessary whenever control exists. Three methods have emerged as the most prominent: a. Equity method b. Initial value method c. Partial equity method. At the acquisition date, each investment accounting method (equity, initial value, and partial equity) begins with an identical value recorded in an investment account. Typically the fair value of the consideration transferred by the parent will serve as the recorded valuation basis on the parent’s books. Advanced Financial Accounting –II by Lemessa N Page 1 Admas University Lecture Note Subsequent to the acquisition date, the three methods produce different account balances for the parent’s investment in subsidiary, income recognized from the subsidiary’s activities and retained earnings accounts. Importantly, the selection of a particular method does not affect the totals ultimately reported for the combined companies. However, the parent’s choice of an internal accounting method does lead to distinct procedures for consolidating the financial information from the separate organizations. a. The Equity Method The equity method embraces full accrual accounting in maintaining the investment account and related income over time. Under the equity method, the acquiring company accrues income when the subsidiary earns it. To match the additional fair value recorded in the combination against income, amortization expense stemming from the original excess fair value allocations is recognized through periodic adjusting entries. Unrealized gains on intra-entity transactions are deferred; dividends paid by the subsidiary serve to reduce the investment balance. The equity method creates a parallel between the parent’s investment accounts and changes in the underlying equity of the acquired company. When the parent has complete ownership, equity method earnings from the subsidiary, combined with the parent’s other income sources, create a total income figure reflective of the entire combined business entity. Consequently, the equity method often is referred to as a single-line consolidation. The equity method is used to value a company's investment in another company when it holds significant influence over the company it is investing in. The threshold for "significant influence" is commonly a 20-50% ownership. Under the equity method, the investment is initially recorded at historical cost, and adjustments are made to the value based on the investor's percentage ownership in net income, loss, and dividend payouts. A number of circumstances indicate an investor’s ability to exercise significant influence over the operating and financial policies of an investee, including the following: Board of directors representation Policy-making participation Intra-entity transactions that are material Intra-entity management personnel interchange Technological dependence Proportion of ownership by the investor in comparison to that of other investors Advanced Financial Accounting –II by Lemessa N Page 2 Admas University Lecture Note b. The Initial Value Method (formerly known as the cost method) Subsequent to acquisition, the initial value method uses the cash basis for income recognition. Dividends received by the parent from the subsidiary are recognized as income. No recognition is given to the income earned by the subsidiary. The investment balance remains permanently on the parent’s financial records at the initial fair value assigned at the acquisition date. c. The Partial Equity Method A third method available to the acquiring company is a partial application of the equity method. Under this approach, the parent recognizes the reported income accruing from the subsidiary. Dividends that are collected reduce the investment balance. However, no other equity adjustments (amortization or deferral of unrealized gains) are recorded. Thus, in many cases, earnings figures on the parent’s books approximate consolidated totals but without the effort associated with a full application of the equity method. The method adopted affects only the acquiring company’s separate financial records. No changes are created in either the subsidiary’s accounts or the consolidated totals. Because specific worksheet procedures differ based on the investment method utilized by the parent, the consolidation process subsequent to the date of combination will be introduced twice. Each acquiring company must decide for itself the appropriate approach in recording the operations of its subsidiaries. Method Equity Investment account Income account Advantages Continually adjusted to Income accrued as Acquiring company totals give a reflect ownership of earned; amortization true representation of acquired company and other adjustments consolidation figures. are recognized. Initial Remains at acquisition-date value(Cost) value assigned. Cash received It is easy to apply; it measures recorded as Dividend cash flows. Income. Adjusted only for accrued Income accrued as It usually gives balance Partial income and dividends earned; no other approximating consolidation Equity received from acquired adjustments figures, but it is easier to apply company. recognized. than equity method. Investment Recorded by the Equity Method Advanced Financial Accounting –II by Lemessa N Page 3 Admas University Lecture Note CONSOLIDATED FINANCIAL STATEMENTS FOR WHOLLY OWNED SUBSIDIARY Example: assume that Parrot Company obtains all of the outstanding common stock of Sun Company on January 1, 2010. Parrot acquires this stock for $800,000 in cash and 100 Percent Acquisition of Sun Company. The book values as well as the appraised fair values of Sun’s accounts follow: Book value Fair value Difference Current assets $ 320,000 $ 320,000 –0– Trademarks (indefinite life) 200,000 220,000 20,000 Patented technology (10-year life) 320,000 450,000 130,000 Equipment (5-year life) 180,000 150,000 (30,000) Liabilities (420,000) (420,000) –0– Net book value $ 600,000 $ 720,000 Common stock—$40 par value $(200,000) Additional paid-in capital (20,000) Retained earnings, 1/1/10 (380,000) $120,000 Assume that Sun earns income of $100,000 during the year and pays a $40,000 cash dividend on August 1 Parrot considers the economic life of Sun’s trademarks as extending beyond the foreseeable future and thus having an indefinite life. Such assets are not amortized but are subject to periodic impairment testing. For the definite lived assets acquired in the combination (patented technology and equipment), we assume that straight-line amortization with no salvage value is appropriate. Application of the Equity Method Required 1. passes a necessary journal entry 2. Compute Good will 3. Prepare excess amortization schedule and record the journal entry Solution 1. Journal entries Parrot’s Financial Records 1/1/10 Investment in Sun Company . . . . . . . . . . . . . . . . . . . . . . . . . 800,000 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 800,000 To record the acquisition of Sun Company Advanced Financial Accounting –II by Lemessa N Page 4 Admas University Lecture Note 8/1/10 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 Investment in Sun Company . . . . . . . . . . . . . . . . . . . . 40,000 To record receipt of cash dividend from subsidiary under the equity method 12/31/10 Investment in Sun Company . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 Equity in Subsidiary Earnings . . . . . . . . . . . . . . . . . . . . 100,000 To accrue income earned by 100 percent owned subsidiary. 2. Compute Good will Compute goodwill of $80,000 must be recognized for consolidation purposes. Good Will= Price paid or amounts of consideration – CFV of net Asset GW= 800, 000-720,000 Goodwill……………………………….Br 80,000 The fair value of Sun’s Equipment account was $30,000 less than book value. Therefore, instead of attributing an additional amount to this asset, the $30,000 allocation actually reflects a fair-value reduction. As such, the amortization shown blow relating to Equipment is not an additional expense but an expense reduction. 3. Prepare excess amortization schedule and record the journal entry Annual Excess Amortization ARROT COMPANY Excess Amortization Schedule—Allocation of Acquisition-Date Fair Values Account Allocation Life Annual Excess Amortizations Trademarks $ 20,000 Indefinite –0– Patented technology 130,000 10 years $13,000 Equipment (30,000) 5 years (6,000) Indefinite –0– Goodwill 80,000 $7,000* *Total excess amortizations will be $7,000 annually for five years until the equipment allocation is fully removed. At the end of each asset’s life, future amortizations will change. 12/31/10 Equity in Subsidiary Earnings . . . . . . . . . . . . . . . . . . . . . . . . . 7,000 Investment in Sun Company . . . . . . . . . . . . . . . . . . . . 7,000 To recognize amortizations on allocations made in acquisition of subsidiary Advanced Financial Accounting –II by Lemessa N Page 5 Admas University Lecture Note Example Separate Records—Equity Method Applied PARROTCOMPANYANDSUNCOMPANY Financial Statements For Year Ending December31,2010 Parrot Sun Income Statement Revenues... ... ... ... ... ... ... ... ... ... ... ... ... ... . Cost of goods sold.................................. Amortization expense................................ Depreciation expense................................ Equity in subsidiary earnings.......................... Net income..................................... $(1,500,000) 700,000 120,000 80,000 (93,000) $(693,000) $(400,000) 250,000 20,000 30,000 –0– $(100,000) Statement of Retained Earnings Retainedearnings,1/1/10.............................. Net income (above)................................. Dividends paid..................................... Retainedearnings,12/31/10....................... $(840,000) (693,000) 120,000 $(1,413,000) $(380,000) (100,000) 40,000 $(440,000) Balance Sheet Current assets. . .. . . . . . .. . . . . . .. . . . . .. . . .. . . .. . Investment in Sun Company (at equity).............. Trademarks.... ... .... ... .... ... ... .... ... .... ... ... Patented technology.................................. Equipment (net)..................................... Total assets ...................................... $1,040,000 853,000 600,000 370,000 250,000 $3,113,000 $ 400,000 –0– 200,000 288,000 220,000 $1,108,000 Liabilities.......................................... Common stock...................................... Additional paid-in capital............................ Retainedearnings,12/31/10(above).................... Total liabilities and equity. .. . .. .. .. .. .. .. . .. .. .. .. $(980,000) (600,000) (120,000) (1,413,000) $(3,113,000) $(448,000) (200,000) (20,000) (440,000) $(1,108,000) 1. Prepare consolidated financial statements subsequent to acquisition when the parent has applied the equity method in its internal records. 2. Prepare consolidation entries Solution Advanced Financial Accounting –II by Lemessa N Page 6 Admas University Lecture Note Equity Method Accounts Income Statement Revenues Cost of goods sold Amortization expense Depreciation expense Equity in subsidiary earnings Net income Statement of Retained Earnings Retainedearnings,1/1/13 Net income(above) Dividends paid Retainedearnings,12/31/13 Balance Sheet Current assets Investment in Sun Company Trademarks Patented technology Equipment(net) Goodwill Total assets Liabilities Common stock Additional paid-in capital Retainedearnings,12/31/13(above) Total liabilities and equities PARROT COMPANY AND SUN COMPANY Consolidated Worksheet For Year Ending December 31, 2010 Parrot Sun Company Consolidation Entries Company Debit Credit Consolidated Totals (1,500,000) 700,000 120,000 80,000 (93,000) (400,000) 250,000 20,000 30,000 –0– (693,000) (100,000) (840,000) (693,000) 120,000 (380,000) (100,000) 40,000 (1,413,000) (440,000) (1,413,000) 1,040,000 853,000 600,000 370,000 250,000 –0– 400,000 –0– 200,000 288,000 220,000 –0– 1,440,000 –0– 820,000 775,000 446,000 80,000 3,113,000 1,108,000 3,561,000 (448,000) (200,000) 200,000 (20,000) 20,000 (440,000) (1,428,000) (600,000) (120,000) (1413,000) (980,000) (600,000) (120,000) (1,413,000) (3113,000) (1108,000) E) 13,000 E) 6,000 I)93,000 (1,900,000) 950,000 153,000 104,000 –0– (693,000) S)380,000 D)40,000 853000 20,000 130,000 6,000 80,000 942,000 13,000 30,000 942,000 (840000) (693,000) 120,000 (3,561,000) Determination of Consolidated Totals Within this procedure, several important guidelines must be followed: • Sun’s assets and liabilities are adjusted to reflect the allocations originating from their acquisitiondate fair values. Advanced Financial Accounting –II by Lemessa N Page 7 Admas University Lecture Note • Because of the passage of time, the income effects (e.g., amortizations) of these allocations must also be recognized within the consolidation process. • Any reciprocal or intra-entity accounts must be offset. If, for example, one of the companies owes money to the other, the receivable and the payable balances have no connection with an outside party. Both should be eliminated for external reporting purposes. When the companies are viewed as a single entity, the receivable and the payable are intra-entity balances to be removed. Consolidated amounts Revenues _ $1,900,000. The revenues of the parent and the subsidiary are added together. Cost of goods sold_ $950,000. The cost of goods sold of the parent and subsidiary are added together. Amortization expense= $153,000. The balances of the parent and of the subsidiary are combined along with the additional amortization from the recognition of the excess fair value over book value attributed to the subsidiary’s patented technology. Depreciation expense= $104,000. The depreciation expenses of the parent and subsidiaryareaddedtogetheralongwiththe$6,000 reduction in equipment depreciation Equity in subsidiary earnings= 0. The investment income recorded by the parent is eliminated so that the subsidiary’s revenues and expenses can be included in the consolidated totals. Net income=$693,000. Consolidated revenues less consolidated expenses. Retained earnings, 1/1/10= $840,000. The parent figures only because the subsidiary was not owned prior to that date. Dividends paid=$120,000.The parent company balance only because the subsidiary’s dividends were paid intra-entity to the parent, not to an outside party. Retained earnings,12/31/10=$1,413,000.Consolidated retained earnings as of the be-ginning of the year plus consolidated net income less consolidated dividends paid. Current assets=$1,440,000.The parent’s book value plus the subsidiary’s book value. Investment in Sun Company = —0—. The asset recorded by the parent is eliminated so that the subsidiary’s assets and liabilities can be included in the consolidated totals. Trademarks=$820,000.The parent’s book value plus the subsidiary’s book value plus the $20,000 acquisition-date fair value allocation. Patented technology=$775,000.The parent’s book value plus the subsidiary’s book value plus the $130,000 acquisition-date fair value allocation less current year amortization of$13,000. Equipment=$446,000.The parent’s book value plus the subsidiary’s book value less the $30,000 fair value reduction allocation plus the current year expense reductionof$6,000. Advanced Financial Accounting –II by Lemessa N Page 8 Admas University Lecture Note Goodwill=$80,000.Goodwill is not amortized. Total assets=$3,561,000.A vertical summation of consolidated assets. Liabilities=$1,428,000.The parent’s book value plus the subsidiary’s book value. Common stock=$600,000.The parent’s book value. Subsidiary shares are no longer outstanding. Additional paid-in capital= $120,000. The parent’s book value. Subsidiary shares are no longer outstanding. Retainedearnings,12/31/10=$1,413,000. Computed previously. Totalliabilitiesandequities=$3,561,000.Averticalsummationofconsolidatedliabilities an equities. Consolidation Worksheet For Parrot and Sun, only five consolidation entries are needed to arrive at the same figures previously derived for this business combination. Consolidation entries: (S) Elimination of Sun’s stockholders’ equity January 1 balances and the book value portion of the investment account. (A) Allocation of Sun’s acquisition-date excess fair values over book values. (I) Elimination of parent’s equity in subsidiary earnings accrual (D) Elimination of intra-entity dividend payment. (E) Recognition of current year excess fair-value amortization and depreciation expenses. Consolidation Entry S Common Stock (Sun Company)......................... 200,000 Additional Paid-In Capital (Sun Company)................ 20,000 RetainedEarnings,1/1/10(Sun Company)................ 380,000 Investment in Sun Company..................... 600,000 Elimination of Sun’s stockholders’ equity January 1balances and the book value portion of the investment account Note “Entry S” used in this example refers to the elimination of Sun’s beginning Stockholders’ Equity Consolidation Entry A Trademarks............................................ Patented technology............................ Goodwill............................................. Equipment....................................... Investment in Sun Company...................... Advanced Financial Accounting –II by Lemessa N 20,000 130,000 80,000 30,000 200,000 Page 9 Admas University Lecture Note Allocation of Sun’s acquisition-date excess fair values over book values Note This entry is labeled “Entry A” to indicate that it represents the Allocations made in connection with the excess of the subsidiary’s fair values over its book values. Consolidation Entry I Equity in Subsidiary Earnings.. . . .. . .. . . .. . . .. . .. . . .. . .. 93,000 Investment in Sun Company...................... 93,000 Elimination of parent’s equity in subsidiary earnings accrual “Entry I” (for Income) removes the subsidiary income recognized by Parrot during the year Consolidation Entry D Investment in Sun Company............................ 40,000 Dividends Paid.................................. 40,000 Elimination of intra-entity dividend payment Entry D” (for Dividends) is designed to offset the impact of this transaction by removing the subsidiary’s Dividends Paid account. Consolidation Entry E Amortization Expense............................... 13,000 Equipment........................................ 6,000 Patented Technology............................ 13,000 Depreciation Expense............................ 6,000 Recognition of current year excess fair-value amortization and depreciation expenses “Entry E” (for Expense) now records the current year expense attributed to each of the specific account allocations Thus, the worksheet entries necessary for consolidation when the parent has applied the equity method are as follows: Entry S; eliminates the subsidiary’s stockholders’ equity accounts as of the beginning of the current year along with the equivalent book value component within the parent’s investment account. Entry A; Recognizes the amortized allocations as of the beginning of the current year associated with the original adjustments to fair value. Entry I; Eliminates the impact of intra-entity subsidiary income accrued by the parent. Entry D; Eliminates the impact of intra-entity subsidiary dividends. Entry E; Recognizes excess amortization expenses for the current period on the allocations from the original adjustments to fair value. Advanced Financial Accounting –II by Lemessa N Page 10 Admas University Lecture Note Based on the Example Above a) Prepare consolidated financial statements subsequent to acquisition when the parent has applied the initial value method in its internal records b) Prepare consolidated financial statements subsequent to acquisition when the parent has applied the partial equity method in its internal records In reality, just three of the parent’s accounts actually vary because of the method applied: 1. The investment account. 2. The income recognized from the subsidiary. 3. The parent’s retained earnings (in periods after the initial year of the combination). Solution Prepare consolidated financial statements subsequent to acquisition when the parent has applied the initial value method in its internal records Initial Value Method Accounts Income Statement Revenues Cost of goods sold Amortization expense Depreciation expense Dividend income PARROT COMPANY AND SUN COMPANY Consolidated Worksheet For Year Ending December 31, 2010 Parrot Sun Company Consolidation Entries Company Debit Credit Consolidated Totals (1,500,000) 700,000 120,000 80,000 40,000* (400,000) 250,000 20,000 30,000 Net income (640,000) (100,000) Statement of Retained Earnings Retainedearnings,1/1/13 Net income(above) Dividends paid (840,000) (640,000) 120,000 (380,000) (100,000) 40,000 (1,360,000) (440,000) (1,413,000) 1,040,000 800,000* 600,000 400,000 –0– 200,000 1,440,000 –0– 820,000 Retainedearnings,12/31/13 Balance Sheet Current assets Investment in Sun Company Trademarks Advanced Financial Accounting –II E) 13,000 E) 6,000 (1,900,000) 950,000 153,000 104,000 40,000* (693,000) S)380,000 D)40,000 800,000* 20,000 by Lemessa N (840000) (693,000) 120,000 Page 11 Admas University Lecture Note Patented technology Equipment(net) Goodwill Total assets Liabilities Common stock Additional paid-in capital Retainedearnings,12/31/13(above) Total liabilities and equities 370,000 250,000 –0– 288,000 220,000 –0– 130,000 6,000 80,000 13,000 30,000 3060,000 1,108,000 3,561,000 (980,000) (600,000) (120,000) (1,360,000) (448,000) (200,000) (20,000) (440,000) 200,000 20,000 (1,428,000) (600,000) (120,000) (1413,000) (3060,000) (1108,000) 942,000 942,000 775,000 446,000 80,000 (3,561,000) Note: Parentheses indicate a credit balance. *Boxed items highlight differences with consolidation in Equity Method Consolidation entries: (S) Elimination of Sun’s stockholders’ equity January 1 balances and the book value portion of the investment account. (A) Allocation of Sun’s acquisition-date excess fair values over book values. (I) Elimination of intra-entity dividend income and dividend paid by Sun (E) Recognition of current year excess fair-value amortization and depreciation expenses. Note: Consolidation entry (D) is not needed when the parent applies the initial value method because entry (I) eliminates the intra-entity dividend Prepare consolidated financial statements subsequent to acquisition when the parent has applied the partial equity method in its internal records PARROT COMPANY AND SUN COMPANY Partial Equity Method Consolidated Worksheet For Year Ending December 31, 2010 Accounts Income Statement Revenues Cost of goods sold Amortization expense Depreciation expense Equity in subsidiary Parrot Sun Company Consolidation Entries Company Debit Credit (1,500,000) 700,000 120,000 80,000 100,000* (400,000) 250,000 20,000 30,000 Net income (700,000) (100,000) Statement of Retained Earnings Retainedearnings,1/1/13 Net income(above) Dividends paid (840,000) (700,000) 120,000 (380,000) (100,000) 40,000 Advanced Financial Accounting –II E) 13,000 E) 6,000 Consolidated Totals (1,900,000) 950,000 153,000 104,000 100,000* (693,000) S)380,000 by Lemessa N D)40,000 (840000) (693,000) 120,000 Page 12 Admas University Lecture Note Retainedearnings,12/31/13 Balance Sheet Current assets Investment in Sun Company Trademarks Patented technology Equipment(net) Goodwill Total assets Liabilities Common stock Additional paid-in capital Retainedearnings,12/31/13(above) Total liabilities and equities (1,420,000) (440,000) (1,413,000) 1,040,000 860,000* 600,000 370,000 250,000 –0– 400,000 –0– 200,000 288,000 220,000 –0– 1,440,000 –0– 820,000 775,000 446,000 80,000 3,120,000 1,108,000 3,561,000 (980,000) (600,000) (120,000) (1,420,000) (448,000) (200,000) (20,000) (440,000) 200,000 20,000 (1,428,000) (600,000) (120,000) (1413,000) (3,120,000) (1108,000) 942,000 860,000* 20,000 130,000 6,000 80,000 13,000 30,000 942,000 (3,561,000) Note: Parentheses indicate a credit balance. *Boxed items highlight differences with consolidation in Equity Consolidation entries: (S) Elimination of Sun’s stockholders’ equity January 1 balances and the book value portion of the investment account. (A) Allocation of Sun’s acquisition-date excess fair values over book values. (I) Elimination of parent’s equity in subsidiary earnings accrual (D) Elimination of intra-entity dividend payment. (E) Recognition of current year excess fair-value amortization and depreciation expenses Capital stock and additional Parent balances only are included although they will have paid-in capital been adjusted at acquisition date if stock was issued Advanced Financial Accounting –II by Lemessa N Page 13