Motivations for Intercorporate Investments As a temporary investment of excess cash As part of a long-term risk-adjusted portfolio Expectations of dividends and gains As a strategic investment To develop relationships with suppliers and customers To gain access to new product or geographic markets To facilitate activity along a supply chain ©Cambridge Business Publishing, 2010 1 2 Investments on the Balance Sheet Coca-Cola Company reported the following investments at December 31, 2007 and 2008 (in millions): Assets Current Assets Cash and cash equivalents Marketable securities Trade accounts receivable, less allowances of $51 and $56, respectively Inventories Prepaid expenses and other assets Total Current Assets Investments Equity method investments: Coca-Cola Hellenic Bottling Company, S.A. Coca-Cola FEMSA, S.A.B. de C.V. Coca-Cola Amatil Limited Coca-Cola Enterprises, Inc. Other, principally bottling companies and joint ventures Other investments,,principally bottling companies Total Investments ©Cambridge Business Publishing, 2010 2008 2007 $4,701 278 $4,093 215 3,090 2,187 1,920 $12,176 3,317 2,220 2,260 $12,105 $1,487 877 638 2,314 463 $5,779 $1,549 996 806 1,637 2,301 488 $7,777 3 Note Disclosure of Investments Coca-Cola Company reported the following in Footnote 10 of its 2008 annual report: The Coca-Cola Company, Footnote 10, 2008 Annual Report Gross Unrealized Estimated 2008 (in millions) Cost Gains Losses Fair Value Trading securities Equity Securities $74 $ ($30) $ 44 Other securities 7 (2) 5 $81 $ ($32) $ 49 Available-for-sale securities: Equity securities $329 $193 ($7) $515 Other securities 12 (5) 7 $341 $193 ($12) $522 Held-to-maturity securities: Bank and corporate debt $74 $ $ $74 ©Cambridge Business Publishing, 2010 4 Coca-Cola’s Investments Marketable securities Includes trading, available-for-sale, and cost method investments Equity method investments Investments for which Coca-Cola intends to exert significant influence over operations Coca-Cola’s equity method investments 35% interest in Coca-Cola Enterprises Inc. 23% interest in Coca-Cola Hellenic 32% interest in Coca-Cola FEMSA 30% interest in Coca-Cola Amatil ©Cambridge Business Publishing, 2010 5 Coca-Cola’s Investments Joint ventures Investments for which Coca-Cola and at least one other company share ownership interest and jointly control a separate entity Controlling interest Investments for which Coca-Cola has a controlling interest in another company for strategic reasons 2007-2008 acquisitions by Coca-Cola 18 German bottling and distribution operations Energy Brands Inc. ©Cambridge Business Publishing, 2010 Types of Investments for Reporting Purposes Trading Controlling Interest Statutory Mergers Hedges ©Cambridge Business Publishing, 2010 Held-toMaturity Availablefor-Sale Equity method 6 7 Fair Value Option SFAS 159 allows companies to elect ‘fair value option’ for eligible intercorporate investments Investments reported at fair value Value changes reported as part of income Excludes controlling equity investments The discussion on marketable investments and equity method investments in this chapter assumes the company did NOT elect the fair value option for these investments. ©Cambridge Business Publishing, 2010 8 Investments Under SFAS 115 Must have readily determinable market value Must have no significant influence over the investee Three categories Trading Investments ©Cambridge Business Publishing, 2010 Available-for-Sale Investments Held-to-Maturity Securities 9 Trading Investments Debt or equity securities Reported as current assets at fair value Income statement reporting Income Statement Other Income/losses: Unrealized gains/losses on trading investments…………$ xx Realized gains/losses on trading investments……………..xx Investment income…………………………………………… xx ©Cambridge Business Publishing, 2010 10 Accounting for Trading Investments Securities owned by Zinc, Inc. are: Exhibit 1.2 Date Security Acquired A 10/15/10 B 10/15/10 C 10/15/10 Cost $100,000 500,000 200,000 $800,000 December 31, 2010 Value $125,000 485,000 N/A Selling Date Sold Price 1/15/11 $120,000 1/15/11 496,000 12/5/10 214,000 To record purchase of investments costing $800,000: 2010 Oct. 15 Investment in trading securities Cash ©Cambridge Business Publishing, 2010 800,000 800,000 11 Accounting for Trading Investments To record the sale of trading security C for $214,000: 2010 Dec. 5 Cash 214,000 Investment in trading securities 200,000 Realized gain on sale of trading securities 14,000 To record the unrealized value change for securities A and B: Security A B Cost $100,000 500,000 Year-end Value Unrealized Gain(loss) $125,000 485,000 $25,000 Gain $15,000 Loss 2010 Dec. 31 Investment in trading securities Unrealized gain on trading securities ©Cambridge Business Publishing, 2010 Net unrealized gain = $10,000 10,000 10,000 12 Accounting for Trading Investments To record the sale of trading securities A and B: Security Cost A B $100,000 500,000 Exhibit 1.2 Realized Year-end Value Date Sold Selling Price Gain (Loss) $125,000 485,000 $610,000 1/15/11 1/15/11 $120,000 496,000 $616,000 ($5,000) $11,000 Net realized gain = $6,000 2011 Jan. 15 Cash Investment in trading securities Realized gain on sale of trading securities ©Cambridge Business Publishing, 2010 616,000 610,000 6,000 13 Available-for-Sale Investments Debt or equity securities Balance sheet Reported as current or noncurrent assets at fair value Unrealized gains/losses reported in accumulated other comprehensive income Income statement reporting Realized gains/losses on available-for-sale investments Investment income Other comprehensive income Unrealized gains/losses on available-for-sale investments ©Cambridge Business Publishing, 2010 Journal Entries for Available-for-Sale Investments Securities owned by Zinc, Inc. are: Security Date Acquired A B C 10/15/10 10/15/10 10/15/10 Cost $100,000 500,000 200,000 $800,000 Exhibit 1.2 December 31, 2010 Value Date Sold $125,000 485,000 N/A 1/15/11 1/15/11 12/5/10 Selling Price $120,000 496,000 214,000 To record the purchase of investments costing $800,000: 2010 Oct. 15 Investment in AFS securities Cash ©Cambridge Business Publishing, 2010 800,000 800,000 14 Journal Entries for Available-for-Sale Investments continued To record the sale of AFS security C for $214,000: 2010 Dec. 5 Cash 214,000 Investment in AFS securities 200,000 Realized gain on sale of AFS securities (income) 14,000 To record the unrealized value change for securities A and B: Security A B Cost $100,000 500,000 Year-end Value Unrealized Gain(loss) $125,000 485,000 $25,000 Gain $15,000 Loss 2010 Dec. 31 Investment in AFS securities Unrealized gains on AFS securities (OCI) ©Cambridge Business Publishing, 2010 Net unrealized gain = $10,000 10,000 10,000 15 Journal Entries for Available-for-Sale Investments continued Security Cost A B $100,000 500,000 Realized Year-end Value Date Sold Selling Price Gain (Loss) $125,000 485,000 $610,000 1/15/11 1/15/11 $120,000 496,000 $616,000 To record the sale of AFS securities A and B: ($5,000) $11,000 Net unrealized gain = $6,000 2011 Jan. 15 Cash 616,000 Investment in AFS securities 610,000 Realized gains on sale of AFS securities 6,000 To reclassify unrealized gains of AFS securities from AOCI to income: Jan. 15 Unrealized gains on AFS securities 10,000 Realized gains on sale of AFS securities ©Cambridge Business Publishing, 2010 10,000 16 17 Held-to-Maturity Investments Debt securities only Reported as noncurrent assets at amortized cost Discount or premium amortized over time Moved to current assets during year of maturity No gains or losses unless sold prior to maturity Early sale requires extreme circumstances Income Statement Other Income/losses: Interest income…………………………………………………… ©Cambridge Business Publishing, 2010 $xx 18 Journal Entries for HTM Investments A company invested in a $1 million, 5% face value corporate bond on January 1, 2010 for $965,349, yielding 6%. Interest is paid annually on December 31. Maturity is December 31, 2013. To record the purchase of HTM securities: 2010 Jan. 1 Investment in HTM securities Cash 965,349 965,349 To record the receipt of interest income for 2010: 2010 Dec. 31 Cash Investment in HTM securities Interest income $50,000 – $57,921 ©Cambridge Business Publishing, 2010 $1,000,000 × 5% 50,000 7,921 57,921 $965,349 × 6% 19 Journal Entries for HTM Investments $1 million, 5% face value corporate bond for $965,349, yielding 6%. Carrying value at December 31, 2010: $965,349 + $7,921 = $973,270 $1,000,000 × 5% To record the receipt of interest income for 2011: 2011 Dec. 31 Cash Investment in HTM securities Interest income 50,000 8,396 58,396 $50,000 – $58,396 $973,270 × 6% Carrying value at December 31, 2011: $973,270 + $8,396 = $981,666 To record the receipt of interest income for 2012: 2012 Dec. 31 Cash Investment in HTM securities Interest income $50,000 – $58,900 ©Cambridge Business Publishing, 2010 $1,000,000 × 5% 50,000 8,900 58,900 $981,666 × 6% 20 Journal Entries for HTM Investments $1 million, 5% face value corporate bond for $965,349, yielding 6%. Carrying value at December 31, 2012: $981,666 + $8,900 = $990,566 To record the receipt of interest income for 2013: $1,000,000 × 5% 2013 Dec. 31 Cash Investment in HTM securities Interest income 50,000 9,434 59,434 $50,000 – $59,434 $990,566 × 6% Carrying value at December 31, 2013: $990,566 + $9,434 = $1,000,000 To record receipt of face value of bonds at maturity: 2013 Dec. 31 Cash Investment in HTM securities ©Cambridge Business Publishing, 2010 1,000,000 1,000,000 21 Impairment Test for HTM Investments HTM investments must be evaluated for impairment Two criteria Fair value declines below amortized cost, and Decline is judged to be ‘other than temporary’ If judged to be impaired Write down the security to fair value Report the decline as an impairment loss on the income statement Ignore subsequent increases in fair value ©Cambridge Business Publishing, 2010 22 Recording an Impairment Loss Example: An investor owns an HTM security with a current amortized cost of $981,666. During 2011, the investor has determined that it is probable that all amounts due according to the contractual terms of a debt security will not be collected. The current market value is $200,000. To record the impairment: 2011 Dec. 31 Impairment loss on HTM securities Investment in HTM securities ©Cambridge Business Publishing, 2010 781,666 781,666 23 Investments with Significant Influence Two accounting options exist Elect to use the SFAS 159 fair value option, or Apply the equity method Investor must exert significant influence over operating and financing decisions of the investee ©Cambridge Business Publishing, 2010 24 When is Significant Influence Present? Assumed to be present if the investment allows the investor to exercise significant influence over the financial and operating decisions of the investee Generally 20 to 50% ownership required Less than 20% ownership exceptions Representation on the investee’s board Involvement in investee operating and financial policies Significant transactions between investor and investee ©Cambridge Business Publishing, 2010 25 Accounting Under the Equity Method Investment performance should parallel the investee’s performance Investment in Stock Cost of investment Increases Investor's share of investee's income Investor's share of investee's loss Decreases Dividends received from investee Ending cost basis ©Cambridge Business Publishing, 2010 Changes in proportion to the investee’s retained earnings account 26 Equity Method Example Coca-Cola acquires 300,000 voting shares of Rocky Mountain Bottlers for $12 million cash to obtain a 30% ownership with significant influence over the investee. Rocky Mountain reports net income of $2 million and declares a cash dividend of $0.50 per share on November 1, and pays the dividend on December 2. To record the purchase of equity investment: 2011 Jan. 2 Investment in Rocky Mountain Bot. Cash 12,000,000 12,000,000 To record dividends declared: 2011 Nov. 1 Dividends receivable 150,000 Investment in Rocky Mountain Bottlers $0.50 × 300,000 ©Cambridge Business Publishing, 2010 150,000 27 Equity Method Example continued Coca-Cola acquires 300,000 voting shares of Rocky Mountain Bottlers for $12 million cash to obtain a 30% ownership with significant influence over the investee. Rocky Mountain reports net income of $2 million and declares a cash dividend of $0.50 per share on November 1, and pays the dividend on December 2. To record dividends received: 2011 Dec. 2 Cash Dividends receivable 150,000 150,000 To accrue earnings of the investee: 2011 Dec. 31 Investment in Rocky Mountain Bottlers 600,000 Equity in income of Rocky Mountain Bottlers 600,000 30% × $2,000,000 ©Cambridge Business Publishing, 2010 28 Equity Method Example continued Coca-Cola acquires 300,000 voting shares of Rocky Mountain Bottlers for $12 million cash to obtain a 30% ownership with significant influence over the investee. Rocky Mountain reports net income of $2 million and declares a cash dividend of $0.50 per share on November 1, and pays the dividend on December 2. Investment in Rocky Mountain Bottlers 12,000,000 150,000 600,000 12,450,000 Balance Sheet as long-term asset ©Cambridge Business Publishing, 2010 Equity in income of Rocky Mountain 600,000 600,000 Income Statement 29 Equity in Net Income Adjustments to reported net income may be required If investment cost differs from investee’s book value Adjustment required: Must amortize investment cost in excess of book value acquired If investor and investee transact business with each other Adjustment required: Remove gross margin that is not yet earned ©Cambridge Business Publishing, 2010 30 Adjustments to Equity in Net Income Adjustments should be made for Depreciation and amortization on revaluations of Tangible assets, and Limited life intangible assets Exceptions No adjustments for goodwill impairment (SFAS 142) and other indefinite life intangibles (EITF Issue 08-06) ©Cambridge Business Publishing, 2010 31 Additional Investment Cost Valuation Rocky Mountain reports total assets of $80 million and total liabilities of $50 million, for a net book value of $30 million. The original cost paid by Coca-Cola was $12 million. Analysis indicates that Rocky Mountain has unreported technology valued at $5 million and its plant and equipment is undervalued by $1 million. Plant and equipment has a remaining life of 10 years as of January 2, 2011 and uses straight-line depreciation. The previously unreported technology is a limited life intangible asset with a 5-year life. Price paid Share of Rocky Mountain's net assets acquired: Book value (30% x $30,000,000) Revaluation of plant and equipment (30% x $1,000,000) Unreported technology (30% x $5,000,000) Additional investment cost (goodwill) ©Cambridge Business Publishing, 2010 $12,000,000 $9,000,000 300,000 1,500,000 10,800,000 $1,200,000 Inventory Sales Between Investee and Investor Downstream Sales Investor sells inventory to investee Both companies record sales as if selling to outside customers Results in If inventory not sold to unrelated outside party at year-end, gross margin is not yet earned ©Cambridge Business Publishing, 2010 Upstream Sales Investee sells inventory to investor Both report gross margin as part of income Investor must remove when calculating equity in net income of investee 32 Adjustments for Unconfirmed Inventory Profits Example Suppose Rocky Mountain sells canned beverages to Coca-Cola upstream for $800,000 at a 20% markup on cost. Coca-Cola holds $210,000 of this inventory at year-end. Coca-Cola sells finished products to Rocky Mountain downstream for $500,000 at a 25% markup on cost. Rocky Mountain holds $100,000 of this inventory at year-end. How much is unconfirmed profit? Unconfirmed gross profit on $210,000 upstream sales: $210,000 –[ $210,000 ÷ 1.20] = $35,000 Unconfirmed gross profit on $100,000 downstream sales: $100,000 – [$100,000 ÷ 1.25] = $20,000 ©Cambridge Business Publishing, 2010 33 34 Recognition of Adjusted Equity Income Coca-Cola's share of Rocky Mountain's reported 2011 income (30% x $2,000,000) Adjustments for revaluation write-offs: Plant and equipment Previously unreported technology Adjustments for unconfirmed inventory profits: Upstream sales Downstream sales Equity in net income of Rocky Mountain 30% × $35,000 $600,000 $300,000 ÷ 10 (30,000) (300,000) $1,500,000 ÷5 (10,500) (6,000) $253,500 30% × $20,000 2011 Dec. 31 Investment in Rocky Mountain Bottlers 253,500 Equity in income of Rocky Mountain Bottlers 253,500 ©Cambridge Business Publishing, 2010 Other Comprehensive Income and the Equity Method Investor must adjust its investment and other comprehensive income for its share of the investee’s yearly OCI Such as investor’s recognition of unrealized gain on AFS securities Suppose Rocky Mountain reported $200,000 in unrealized gains on AFS securities. 2011 Dec. 31 Investment in Rocky Mountain Bottlers Unrealized gains on equity method investments (OCI) 60,000 30% × $200,000 = $60,000 ©Cambridge Business Publishing, 2010 60,000 35 36 Impairment Testing Impairment testing required under APBO 18 for equity method investments Criteria If fair value of the investment declines below its carrying value, and The decline is judged to be other than temporary Accounting requirements Investment is written down and a loss is recognized on the investor’s income statement Subsequent increases ignored ©Cambridge Business Publishing, 2010 37 Joint Venture An entity formed by a small group of individuals or firms that contribute resources and jointly share in managing and controlling the venture Often established for a short-term, single business transaction or activity Enables expertise, special technology, capital, market access to be combined Corporate joint venture Exists when the venture is organized as a corporation U.S. companies use the equity method for joint ventures. ©Cambridge Business Publishing, 2010 38 Controlling Investments Give the investor control over the operating and financial decisions of the investee Three forms Statutory merger, statutory consolidation, or asset acquisition Stock acquisition Variable interest entity General rule: assets, liabilities, revenues, and expenses are combined with those of the investor for financial statement reporting ©Cambridge Business Publishing, 2010 Statutory Mergers, Statutory Consolidations, and Asset Acquisitions An investor directly acquires the assets and liabilities of the investee Assets and liabilities recorded directly on investor’s balance sheet at fair value Statutory Merger Occurs when the investor acquires the investee and becomes the remaining legal entity Asset Acquisition Occurs when an investor acquires a subset of the investee’s assets ©Cambridge Business Publishing, 2010 Statutory Consolidation Occurs when a new entity is formed to acquire both the investor and the investee 39 40 Stock Acquisitions Occurs when an investor obtains control over another company by investing in its voting stock Investee remains a separate legal entity Parent the investor Subsidiary the acquired company ©Cambridge Business Publishing, 2010 The separate financial records are consolidated at the end of each reporting period. 41 Stock Acquisition Example Assume Coca-Cola acquires and holds all of the voting stock of Rocky Mountain Bottlers, paying the former stockholders of Rocky Mountain $40 million cash. Investment in Rocky Mountain Bottlers Cash This is the entry Coke makes on its own books, but its annual report shows Coke and Rocky Mountain’s combined accounts as if Coke recorded the acquisition as a statutory merger. ©Cambridge Business Publishing, 2010 40,000,000 40,000,000