Consolidation Subsequent to Acquisition Passage of time affects revaluations of subsidiary assets and liabilities Triggers effects on Income statement amounts The investment account on the parent’s books due to use of the complete equity method ©Cambridge Business Publishing, 2010 1 2 Complete Equity Method Used internally by parent company Differs from the equity method used for external reporting Internal Reporting Impairment losses on indefinite life intangibles including goodwill Unconfirmed profits on downstream sales ©Cambridge Business Publishing, 2010 External Reporting Equity in net income reduced for impairment losses No equity in net income adjustment for impairment All unconfirmed downstream profits are deducted Deducted to the extent of the investor’s ownership interest Goals of the Consolidation Elimination Process Eliminates equity method income on the parent’s books and declared dividends on the subsidiary’s books Eliminates stockholders’ equity accounts on the subsidiary’s books against the investment account on the parent’s books Adjusts the subsidiary’s assets and liabilities for remaining acquisition date revaluations and eliminate the remainder of the investment balance Adjusts reported expenses for current year revaluation write-offs ©Cambridge Business Publishing, 2010 3 4 Eliminating Entries Current – Eliminate the current year equity method entries Equity – Eliminate subsidiary’s beginning-of-year equity balances Revalue – Recognize the beginning-ofcurrent-year fair value revaluations Write-Off – Recognize current year revaluation write-offs ©Cambridge Business Publishing, 2010 Consolidation Process Example Suppose Time Warner pays $75 million for Midwest Cable on January 1, 2010. Midwest’s book value is $10 million. Book and fair values are the same except for equipment with fair value $15 million higher than book value. Midwest has unreported identifiable intangibles valued at $2 million. Acquisition analysis: Acquisition cost Book value of Midwest Cable Cost in excess of Midwest Cable's book value Differences between fair value and book value: Equipment Identifiable intangibles Goodwill ©Cambridge Business Publishing, 2010 $75,000,000 10,000,000 65,000,000 $15,000,000 2,000,000 17,000,000 $48,000,000 5 6 Consolidation Process Example continued Midwest reports net income of $5 million and declares and pays cash dividends of $1 million to Time Warner in 2010. Revalued equipment has a remaining life of 20 years. Identifiable intangibles have 4 years of remaining life. Straight-line depreciation and amortization is used. Goodwill is not impaired. Complete equity method: Midwest Cable's reported income for 2010 Adjustments for revaluation write-offs: Equipment ($15,000,000/20) Identifiable intangibles ($2,000,000/4) Equity in income of Midwest Cable ©Cambridge Business Publishing, 2010 $5,000,000. (750,000) (500,000) $3,750,000 7 Consolidation Process Example continued Time Warner’s books To record equity in net income for 2010: Investment in Midwest Cable 3,750,000 Equity in income of Midwest Cable 3,750,000 To record dividends received in 2010: Cash Investment in Midwest Cable 1,000,000 Investment in Midwest Cable 75,000,000 3,750,000 1,000,000 77,750,000 ©Cambridge Business Publishing, 2010 1,000,000 8 Consolidation Process Example continued Eliminating entries at December 31, 2010: To eliminate equity in net income on the parent's books, dividends on the subsidiary's books, and restore the investment account to its beginning-of-year value: (C) Equity in income of Midwest Cable Dividends Investment in Midwest Cable 3,750,000 1,000,000 2,750,000 To eliminate the subsidiary's beginning-of-year equity accounts against the investment account: (E) Common stock, par Additional paid-in capital Retained earnings, January 1 Investment in Midwest Cable ©Cambridge Business Publishing, 2010 100,000 400,000 9,500,000 10,000,000 9 Consolidation Process Example continued Eliminating entries at December 31, 2010: To recognize the beginning-of-year revaluations and eliminate the remainder of the investment account balance: (R) Plant and equipment, net Identifiable intangibles Goodwill Investment in Midwest Cable 15,000,000 2,000,000 48,000,000 65,000,000 To write off equipment and identifiable intangibles revaluations for the current year, by recognizing additional depreciation and amortization expense: (O) Operating expenses Plant and equipment, net Identifiable intangibles ©Cambridge Business Publishing, 2010 1,250,000 750,000 500,000 Consolidation Working Paper for Time Warner and Midwest Cable 10 Exhibit 4.1 ©Cambridge Business Publishing, 2010 Consolidated Financial Statements for Time Warner and Midwest Cable ©Cambridge Business Publishing, 2010 11 Consolidated Financial Statements for Time Warner and Midwest Cable ©Cambridge Business Publishing, 2010 12 13 Complete Equity Method Also known as ‘one-line consolidation’ Parent’s net income = Consolidated net income Parent’s retained earnings = Consolidated retained earnings Equivalence of parent’s net income and consolidated net income ©Cambridge Business Publishing, 2010 Exhibit 4.2 14 One-Line Effects on Investor’s Books Investor’s Balance Sheet Assets: Investment in subsidiary…….$ xx Investor’s Income Statement Other revenue: Equity in income………..…….$ xx ©Cambridge Business Publishing, 2010 Investee’s assets and liabilities Investee’s revenues and adjusted expenses 15 Revaluations in Subsequent Years Requires recognition of write-offs of reported revaluations over time Inventories Write off in year of reported sale Plant and equipment Write off each year of useful life Previously unreported intangibles Write off each year of useful life, or if impaired Long-term debt Write off premium/discount over remaining life Reported in eliminating entry ‘O’ ©Cambridge Business Publishing, 2010 16 Revaluations of Inventories The book value of a subsidiary’s inventory acquired on January 1, 2011 is $800,000, with its fair value at $1 million. FIFO is used. Subsidiary’s accounting records: To record sale of beginning inventory during 2011: Cost of goods sold Inventory 800,000 800,000 Calculate the adjustment to be made: Cost of goods sold on consolidated income statement Cost basis of beginning inventory Eliminating adjustment on working paper $1,000,000 800,000 $ 200,000 Consolidation working paper: Eliminating entry to revalue cost of sales to acquisition cost: (O) Cost of goods sold Inventory ©Cambridge Business Publishing, 2010 200,000 200,000 17 Revaluations of Depreciable Assets The book value of a subsidiary’s equipment on January 1, 2011 is $50 million, with its fair value at $70 million, with a remaining useful life of 10 years and no residual value. Straight-line depreciation is used. Annual depreciation recorded by subsidiary ($50 M ÷ 10 yrs) Depreciation at fair value ($70 M ÷ 10 yrs) Additional depreciation on working paper $5,000,000 7,000,000 $2,000,000 Consolidation working paper: Eliminating entry to revalue depreciation to reflect fair value at date of acquisition: (O) Depreciation Expense Plant and equipment, net * *or accumulated depreciation ©Cambridge Business Publishing, 2010 2,000,000 2,000,000 18 Revaluations of Long-Term Debt The subsidiary reports $100 million of 5% bonds payable at January 1, 2011, issued in 2010 at par, and due on December 31, 2020. The fair value of the bonds is $90 million on January 1, 2011. Bond discount amortization: $10,000,000 ÷ 10 years = $1,000,000 Consolidation working paper: Eliminating entry to amortize bond discount for 2011: (O) Interest expense Bonds payable (or bond discount) ©Cambridge Business Publishing, 2010 1,000,000 1,000,000 Previously Reported Intangibles With Limited Lives Amortized over estimated useful life Amortized amount equal to recorded amount of the asset less estimated residual value (usually zero) Amortization method reflects the pattern in which the economic benefits are consumed Generally straight-line method Examples: Favorable lease agreements and customer lists ©Cambridge Business Publishing, 2010 19 20 Previously Reported Intangible Assets with Indefinite Lives If no factors appear to limit the intangible asset’s life, the life is deemed to be indefinite Examples Brand names Franchises Goodwill Acquired in-process research and development ©Cambridge Business Publishing, 2010 Impairment Testing for Intangibles Other Than Goodwill If carrying amount of the asset exceeds its fair value Recognize an impairment loss Once impairment loss is recorded, no reversal is allowed for increases in value Guided by SFAS 144 ©Cambridge Business Publishing, 2010 21 Impairment Testing for Intangibles Other Than Goodwill 22 Two step process Step 1: Undiscounted cash flows expected from the future use of the asset and its subsequent disposition Less Than Asset’s carrying value? No No impairment ©Cambridge Business Publishing, 2010 Yes Impairment has incurred Step 2: Amount of loss = Book value of intangible asset less Present value of the future cash flows 23 Goodwill An indefinite life intangible Per SFAS 142, must be regularly tested for impairment Impairment losses reported in the operating section of the income statement If material, reported as a separate line item Goodwill has meaning only in the context of a business unit Represents a variety of intangible benefits connected with that business, beyond its tangible and identifiable intangible net assets ©Cambridge Business Publishing, 2010 24 Goodwill Impairment Testing required at least annually unless circumstances indicate the likelihood of impairment is remote More frequent testing needed for A significant downturn in the business climate Adverse legal or regulatory outcomes Unanticipated new competition Loss of key personnel Expectation that a reporting unit will be sold ©Cambridge Business Publishing, 2010 25 Impairment Testing for Goodwill Two step process Step 1: Is fair value of the reporting unit Less Than Carrying value? Yes No No No impairment Impairment may be incurred Step 2: Estimate implied fair value of the reporting unit’s goodwill. Is the implied fair value Less Than its carrying amount? Yes Write-off is required ©Cambridge Business Publishing, 2010 Impairment is incurred Amortization of Specific Intangibles Example On January 1, 2012, Primus Telecommunication Group acquires all of the voting stock of Matrix Internet. Previously unrecorded intangibles at acquisition are: Intangible asset (in millions) Customer Lists Brand names Fair Value $150 240 Useful Life 5 years 4 years 2012 amortization (in millions): Customer lists Brand names Total amortization expense $150 ÷ 5 = $30 $240 ÷ 4 = $60 $90 Must be assessed for impairment at least annually ©Cambridge Business Publishing, 2010 26 Impairment of Specific Intangibles Example 27 continued The following information is provided by Primus at December 31, 2012: Intangible asset (in millions) Total expected future Total expected future cash inflows, cash inflows, undiscounted discounted Customer lists Brand names $100 200 $80 125 Impairment loss (in millions): Identifiable intangible (in millions) Book value Step 1 Step 2 Book value greater Impairment loss = than undiscounted Book value less cash flow? discounted cash flow Customer lists $150 - $30 = $120 Yes ($120 > $100) $120 - $80 = $40 Brand names $240 - $60 - $180 No ($180 < $200) Impairment loss of $40 million must be reported. ©Cambridge Business Publishing, 2010 Impairment of Goodwill Example Primus Telecommunication Group acquires all of the voting stock of Matrix Internet with goodwill as follows: Intangible asset Goodwill Fair Value Useful Life $3,200 million Indefinite Goodwill assigned to Broadband unit Goodwill assigned to Wholesale Carrier unit Total goodwill $1,920 million 1,280 million $3,200 million Impairment testing at the end of the year: Step 1 - Compare the fair value to the book value of each reporting unit. Fair value of unit Book value of unit Difference ©Cambridge Business Publishing, 2010 Broadband Wholesale Carrier $17,600 million. $8,640 million. (15,040) million (8,960) million $ 2,560 million. $ (320) million Goodwill may be impaired 28 29 Impairment of Goodwill Example continued Step 2 - Compare fair value of the unit to the fair value of the identifiable net assets of the unit: Fair value of Wholesale unit Fair value of identifiable net assets of Wholesale Current fair value of goodwill Carrying amount of goodwill Difference $8,640 million 7,520 million 1,120 million 1,280 million $ 160 million Goodwill assigned to Wholesale Carrier is impaired by $160 million. To record amortization expense and impairment losses on previously unreported intangibles and goodwill for 2012: (O) Amortization expense 90,000,000 Impairment loss on identifiable intangibles 40,000,000 Goodwill impairment loss 160,000,000 Customer lists 70,000,000 Brand names 60,000,000 Goodwill 160,000,000 ©Cambridge Business Publishing, 2010 Consolidation in Subsequent Years Illustration IBM buys all of the voting stock of DataFile, Inc. on July 1, 2010 for $25 million cash. DataFile’s book value was $5.3 million. Goodwill calculation: Acquisition cost Book value of DataFile Cost in excess of DataFile's book value Differences between fair value and books value: Current assets Plant and equipment;, net Patents and copyrights Brand names Lease agreements Customer relationships Long-term debt Goodwill ©Cambridge Business Publishing, 2010 $25,000,000 5,300,000 19,700,000 $ (300,000) 10,000,000 4,000,000 1,000,000 600,000 3,000,000 (2,000,000) 16,300,000 $ 3,400,000 30 Consolidation in Subsequent Years Illustration continued Exhibit 4.3 Revaluation Write-Off information for DataFile Acquisition: ©Cambridge Business Publishing, 2010 31 Consolidation after One Year Illustration continued DataFile reports income of $3 million and paid dividends of $400,000 to IBM during its fiscal year ending June 30, 2011. Equity in income calculation: DataFile's reported income for fiscal 2011 Adjustments for revaluation write-offs of: Current assets (cost of goods sold) Plant and equipment (depreciation expense) Patents and copyrights (amortization expense) Brand names (impairment loss) Lease agreements (amortization expense) Customer relationships (amortization expense) Long-term debt (Interest expense) Equity in income of DataFile ©Cambridge Business Publishing, 2010 $ 3,000,000 300,000 (400,000) (800,000) (100,000) (300,000) (1,000,000) 500,000 $ 1,200,000 32 Consolidation after One Year Illustration 33 continued DataFile reports income of $3 million and paid dividends of $400,000 to IBM during its fiscal year ending June 30, 2011. Equity method entries on IBM’s books during fiscal 2011: To record equity in net income for fiscal 2011: Investment in DataFile Equity in income of DataFile 1,200,000 1,200,000 To record dividends received in fiscal 2011: Cash Investment in DataFile Balance in investment account ©Cambridge Business Publishing, 2010 400,000 400,000 Investment in DataFile 25,000,000 1,200,000 400,000 25,800,000 Consolidation Working Paper after One Year Illustration continued ©Cambridge Business Publishing, 2010 34 Exhibit 4.4 Consolidation after One Year Illustration continued Eliminating entries: To eliminate equity in net income on the parent's books, dividends on the subsidiary's books, and restore the investment account to its beginning-of-the year value: (C) Equity in income of DataFile Dividends Investment in DataFile 1,200,000 400,000 800,000 To eliminate the subsidiary's beginning-of-year equity accounts against the investment account balance: (E) Common stock, par Additional paid-in capital Retained earnings, July 1 Investment in DataFile ©Cambridge Business Publishing, 2010 500,000 2,000,000 2,800,000 5,300,000 35 Consolidation after One Year Illustration continued Eliminating entries: To recognize the beginning-of-year revaluations and eliminate the remainder of the investment account balance: (R) Plant and equipment, net Patents and copyrights Brand names Lease agreements Customer relationships Goodwill Current assets Long-term debt Investment in DataFile ©Cambridge Business Publishing, 2010 10,000,000 4,000,000 1,000,000 600,000 3,000,000 3,400,000 300,000 2,000,000 19,700,000 36 Consolidation after One Year Illustration continued Eliminating entries: To adjust current year cost of goods sold to reflect inventory revaluation: (O-1) Current assets Cost of goods sold 300,000 300,000 To adjust current year depreciation expense to reflect plant and equipment revaluation: (O-2) Operating expense (depreciation) Plant and equipment, net 400,000 400,000 To adjust current year amortization expense to reflect revaluations of limited life intangibles: (O-3) Operating expense (amortization) Patents and copyrights Lease agreements Customer relationships ©Cambridge Business Publishing, 2010 2,100,000 800,000 300,000 1,000,000 37 Consolidation after One Year Illustration continued Eliminating entries: To adjust current year interest expense to reflect long-term debt revaluation: (O-4) Long-term debt Operating expense (interest) 500,000 500,000 To record brand names impairment for the current year: (O-5) Operating expense (impairment loss) Brand names ©Cambridge Business Publishing, 2010 100,000 100,000 38 Consolidation after One Year Illustration continued Consolidated financial statements: ©Cambridge Business Publishing, 2010 39 Consolidation after One Year Illustration continued Consolidated financial statements: ©Cambridge Business Publishing, 2010 40 Consolidation after Two Years Illustration DataFile reports income of $3.5 million and pays dividends of $200,000 for its fiscal year ending June 30, 2012. Year-end impairment testing reveals no impairment loss for brand names, and $700,000 impairment to goodwill. Calculation of equity in income of DataFile for 2012: DataFile's reported income for fiscal 2012 Adjustments for revaluation write-offs of: Plant and equipment (depreciation expense) Patents and copyrights (amortization expense) Lease agreements (amortization expense) Customer relationships (amortization expense) Long-term debt (Interest expense) Goodwill (Impairment loss) Equity in income of DataFile ©Cambridge Business Publishing, 2010 $ 3,500,000 (400,000) (800,000) (300,000) (1,000,000) 500,000 (700,000) $ 800,000 41 Consolidation after Two Years Illustration 42 DataFile reports income of $3.5 million and paid dividends of $200,000 to IBM during its fiscal year ending June 30, 2012. Equity method entries on IBM’s books during fiscal 2012: To record equity in net income for fiscal 2012: Investment in DataFile Equity in income of DataFile 800,000 800,000 To record dividends received in fiscal 2012: Cash Investment in DataFile Balance in investment account ©Cambridge Business Publishing, 2010 200,000 200,000 Investment in DataFile 25,800,000 800,000 200,000 26,400,000 Consolidation after Two Years Illustration continued ©Cambridge Business Publishing, 2010 Exhibit 4.5 43 Consolidation after Two Years Illustration continued Eliminating entries: To eliminate equity in net income on the parent's books, dividends on the subsidiary's books, and restore the investment account to its beginning-of-the year value: (C) Equity in income of DataFile Dividends Investment in DataFile 800,000 200,000 600,000 To eliminate the subsidiary's beginning-of-year equity accounts against the investment account: (E) Common stock, par Additional paid-in capital Retained earnings, July 1 Investment in DataFile ©Cambridge Business Publishing, 2010 500,000 2,000,000 5,400,000 7,900,000 44 Consolidation after Two Years Illustration continued Eliminating entries: To recognize the beginning-of-year revaluations and eliminate the remainder of the investment account balance: (R) Plant and equipment, net Patents and copyrights Brand names Lease agreements Customer relationships Goodwill Long-term debt Investment in DataFile ©Cambridge Business Publishing, 2010 9,600,000 3,200,000 900,000 300,000 2,000,000 3,400,000 1,500,000 17,900,000 45 Consolidation after Two Years Illustration continued Eliminating entries: To adjust current year depreciation expense to reflect plant and equipment revaluation: (O-1) Operating expense (depreciation) Plant and equipment, net 400,000 400,000 To adjust current year amortization expense to reflect revaluations of limited life intangibles: (O-2) Operating expense (amortization) Patents and copyrights Lease agreements Customer relationships ©Cambridge Business Publishing, 2010 2,100,000 800,000 300,000 1,000,000 46 Consolidation after Two Years Illustration continued Eliminating entries: To adjust current year interest expense to reflect long-term debt revaluation: (O-3) Long-term debt Operating expense (interest) 500,000 500,000 To record goodwill impairment for the current year: (O-4) Operating expense (impairment loss) Goodwill ©Cambridge Business Publishing, 2010 700,000 700,000 47 Consolidation after Two Years Illustration continued Consolidated financial statements: ©Cambridge Business Publishing, 2010 48 Consolidation after Two Years Illustration continued Consolidated financial statements: ©Cambridge Business Publishing, 2010 49 50 IFRS for Acquired Specific Intangibles IAS 38 criteria to be reportable Intangible must be either separable or contractual Similar to U.S. GAAP Generally carried at cost less accumulated amortization and impairments IFRS allows fair value reporting in limited circumstances ©Cambridge Business Publishing, 2010 Intangibles Reported Using the Cost Model Under IFRS Intangibles with limited lives Same as U.S. GAAP Amortized over the period the intangible is expected to produce cash flows Amortization methods same as for plant and equipment Estimates used in reporting periodic amortization must be reviewed regularly Estimated changes reflected in future periods only Intangibles with indefinite lives Same as U.S. GAAP Not amortized Assumptions must be reassessed each period ©Cambridge Business Publishing, 2010 51 Intangibles Reported Using the Cost Model Under IFRS All identifiable intangibles reported at cost are subject to impairment testing Impairment testing differs from U.S. GAAP IAS 36 impairment testing One-Step Test Greater of Asset’s ‘Value-in-use’ (Generally present value of future expected cash flows) or Net market value (fair value less selling costs) ©Cambridge Business Publishing, 2010 Compared to Book value 52 Intangibles Reported Using the Cost Model Under IFRS Example 53 The following information is provided by Primus at December 31, 2012: Intangible asset (in millions) Customer lists Brand names Total expected Total expected Book value future cash inflows, future cash inflows, undiscounted discounted $120 $100 $80 180 200 125 There is no active market for the intangibles. Impairment loss: Customer lists Brand names Total impairment loss $120,000,000 – $80,000,000 = $40,000,000 $180,000,000 – $125,000,000 = 55,000,000 $95,000,000 U.S. GAAP impairment loss = $40 million IFRS impairment loss = $95 million ©Cambridge Business Publishing, 2010 Intangibles Reported Using Revaluation Model Under IFRS 54 IAS 38 defines fair value as market value Mark-to-market allowed under IFRS Limited to intangibles traded in an active market Examples: Liquor licenses in some states, franchise rights Increases in value reported directly in equity Except for reversals of previously reported impairment losses Decreases in value reported directly in equity Except for reductions exceeding previous increases which are reported in income ©Cambridge Business Publishing, 2010 55 Intangibles Reported Using Revaluation Model Under IFRS Example Generic computer software valued at $10 million with an active trading market is acquired in a business combination on January 1, 2011. The software has a 5-year estimated life, and no residual value. Straight-line amortization is used. Fair value at December 31, 2011 is $12,000,000. To record amortization on the computer software for 2011: Annual amortization = $10,000,000 ÷ 5 years = $2,000,000 Amortization expense Computer software 2,000,000 2,000,000 To revalue the computer software to fair value as of December 31, 2011: $12,000,000 – [$10,000,000 – $2,000,000] = $4,000,000 Computer software Revaluation surplus (OCI) ©Cambridge Business Publishing, 2010 4,000,000 4,000,000 56 Intangibles Reported Using Revaluation Model Under IFRS Example continued Fair value at December 31, 2012 is $8,000,000. The adjusted basis is $12,000,000 fair value at end of 2011. To record amortization on the computer software for 2012: Annual amortization = $12,000,000 ÷ 4 years = $3,000,000 Amortization expense Computer software 3,000,000 3,000,000 To revalue the computer software to fair value as of December 31, 2012: $8,000,000 – [$12,000,000 – $3,000,000] = ($1,000,000) Revaluation surplus (OCI) Computer software ©Cambridge Business Publishing, 2010 1,000,000 1,000,000 57 Goodwill Impairment Under IFRS Differs from U.S. GAAP in two ways 1.Goodwill is allocated to ‘cash generating units’ (CGUs), not operating units 2.One step computation of impairment loss Book value less fair value of the CGU Loss limited to carrying value of goodwill IFRS impairment loss likely to be higher than under U.S. GAAP. ©Cambridge Business Publishing, 2010 58 Goodwill Impairment Under IFRS Primus Telecommunication Group acquires all of the voting stock of Matrix Internet on January 1, 2012. Information on December 31, 2012 values is as follows: Amounts in millions Broadband internet Broadband data Wholesale VoIP Wholesale data services Totals ©Cambridge Business Publishing, 2010 Fair value of Book value Fair value of Book value identifiable net of goodwill CGU of CGU assets $ 320 1,600 960 320 $3,200 $ 8,000 9,600 4,800 3,840 $26,240 $ 4,800 10,240 5,440 3,520 $24,000 $ 7,040 8,640 4,480 3,040 $23,200 59 Goodwill Impairment Under IFRS continued Comparing each unit’s book value with its fair value: (in millions) Fair value of CGU Book value of CGU Impairment? Impairment loss Broadband Broadband Wholesale Internet Data VoIP $8,000 $9,600 $4,800 4,800 10,240 5,440 No Yes Yes $640 $640 Wholesale Data Services $3,840 3,520 No - Book value exceeds fair value so impairment loss of $1,280,000,000 must be recognized U.S. GAAP impairment loss = $160,000,000 IFRS impairment loss = $1,280,000,000 ©Cambridge Business Publishing, 2010