Electronic Presentations in Microsoft® PowerPoint® Prepared by James Myers, C.A. University of Toronto © 2010 McGraw-Hill Ryerson Limited Chapter 5, Slide 1 © 2010 McGraw-Hill Ryerson Limited Chapter 5 Consolidation Subsequent to Acquisition Date Chapter 5, Slide 2 © 2010 McGraw-Hill Ryerson Limited Learning Objectives 1. 2. 3. 4. 5. 6. 7. Explain the basic differences between the cost and equity methods of recording investments Explain how impairment tests are performed on long-lived assets, other intangibles, and goodwill Calculate the amortization and/or impairment of acquisition differential on both an annual and cumulative basis Calculate consolidated net income attributable to the parent’s shareholders and consolidated retained earnings Explain how the matching principle is applied when amortizing or writing off the acquisition differential Prepare consolidated financial statements in years subsequent to acquisition Prepare journal entries under the equity method to report changes in the investment account during the year Chapter 5, Slide 3 © 2010 McGraw-Hill Ryerson Limited Method of Accounting for an Investment in a Subsidiary The investment account in the parent’s books may be maintained by the cost method, or the equity method LO 1 The choice of method to employ is entirely at the discretion of the company involved, as this is a matter of internal accounting policy, not external reporting there are no strong conceptual arguments in favour of either approach since they both produce exactly the same consolidated financial statements Chapter 5, Slide 4 © 2010 McGraw-Hill Ryerson Limited Method of Accounting for an Investment in a Subsidiary The equity method provides more detailed information to management but the cost method is easier to apply. IAS 28 defines equity method as one under which the investment is initially recorded at cost and adjusted thereafter for the postacquisition change in the investor’s share of net assets and other comprehensive income of the investee Distributions (e.g. dividends) from the investee reduce the carrying amount of the investment Under the cost method, the investment is initially recorded at cost and earnings from the investment are recognized only to the extent received or receivable. Occasionally an entry may be required to record impairment of the investment, if such occurs LO 1 Chapter 5, Slide 5 © 2010 McGraw-Hill Ryerson Limited Accounting With the Equity Method Investment in Subsidiary Original Cost Dividends received Income earned Acquisition Differential Amortization Other adjustments* Balance *In later chapters LO 1 Chapter 5, Slide 6 © 2010 McGraw-Hill Ryerson Limited Equity Method of Accounting Since the equity method includes the parent’s pro-rata share of the subsidiary’s post-acquisition retained earnings it produces the same net income and retained earnings on the parent’s separate entity financial statements as reported on the consolidated financial statements This provides more information, more readily, to management The equity method is often referred to as a “one-line consolidation”, because it aggregates all consolidation adjustments in the parent’s investment revenue account, with offsetting entries to the parent’s investment in subsidiary account. It does not produce consolidated balances for every account LO 1 Chapter 5, Slide 7 © 2010 McGraw-Hill Ryerson Limited Equity Method of Accounting When the investment account for the subsidiary is maintained under the equity method which reflects all consolidation adjustments, we know the following: Parent’s net income equals consolidated net income Parent’s retained earnings equals consolidated retained earnings To produce consolidated financial statements, replace the parent’s investment account with the individual assets and liabilities of the subsidiary adjusted for the acquisition differential, and replace the parent’s investment income account with the subsidiary’s individual income and expense accounts. LO 1 Chapter 5, Slide 8 © 2010 McGraw-Hill Ryerson Limited Method of Accounting for an Investment in a Subsidiary When a company buys the shares of another company, the cost of these shares is recorded in an “investment account” in the parent’s general ledger Parent and subsidiary remain separate legal entities each with their own accounting records and separate entity financial statements for income tax filing and other purposes Since the parent controls the subsidiary, consolidated financial statements are required in addition to the separate entity financial statements LO 1 Chapter 5, Slide 9 © 2010 McGraw-Hill Ryerson Limited Consolidated income and retained earnings Consolidated income consists of: Net income of the parent from its own operations Excludes dividends and other income from subsidiary Plus: net income from subsidiary Less: acquisition differential amortization The amortization of the acquisition differential is reflected on the consolidated financial statements, not the subsidiary’s financial statements The acquisition differential is amortized or written off on consolidation as if the parent had purchased the related net assets directly LO 1 Chapter 5, Slide 10 © 2010 McGraw-Hill Ryerson Limited Testing Goodwill and Other Intangibles for Impairment Before July 1, 2001 Canadian GAAP required goodwill to be amortized over its useful life not to exceed 40 years This often resulted in substantial reductions to postacquisition consolidated income, particularly when the amount of goodwill was significant In 2001 new rules were provided with guidelines for the recognition and measurement of intangibles other than goodwill and, in addition, replaced the annual amortization of goodwill with periodic reviews for impairment LO 2 Chapter 5, Slide 11 © 2010 McGraw-Hill Ryerson Limited Testing Long-Lived Assets for Impairment In 2011, unless adopted earlier, IAS 36: Impairment of Assets, will apply to the valuation of all assets unless specifically excluded in another standard LO 2 Assets are required to be carried at no more than their recoverable amount An asset, or a group of similar assets (i.e. a “cashgenerating unit”), should be written down if its carrying amount exceeds the amount to be recovered through use or sale of the assets This write-down is an “impairment loss” to be reported in net income (unless the asset has previously been reflected at a revalued amount) Chapter 5, Slide 12 © 2010 McGraw-Hill Ryerson Limited Testing Long-Lived Assets for Impairment Recoverable amount is the higher of (i) fair value less costs to sell and (ii) value in use If either (i) or (ii) exceeds carrying amount then the asset is not impaired and the other value need not be determined If there is no available market for the asset it may be difficult to determine (i), in which case the value from (ii) is acceptable for recoverable amount Determining recoverable amount requires estimating future cash flows associated with an individual asset which is sometimes impossible to do and in such cases the amount can be determined for the cash-generating unit (i.e. the smallest group of assets with independent cash flows) that includes the particular asset LO 2 Chapter 5, Slide 13 © 2010 McGraw-Hill Ryerson Limited Testing Long-Lived Assets for Impairment IAS 36 establishes different rules and procedures for impairment testing for each of the following types of intangible assets: LO 2 Intangible assets with definite useful lives Intangible assets with indefinite useful lives or not yet available for use Cash-generating units and goodwill Chapter 5, Slide 14 © 2010 McGraw-Hill Ryerson Limited Intangible Assets with Definite Useful Lives The recoverable amount needs to be determined only if there is an indication of impairment. At a minimum the following factors should be considered: LO 2 Chapter 5, Slide 15 © 2010 McGraw-Hill Ryerson Limited Intangible Assets with Indefinite Useful Lives Indefinite-life intangible assets are not amortized but must be assessed for impairment at the same time every year, regardless of whether there is any indication of impairment LO 2 Chapter 5, Slide 16 © 2010 McGraw-Hill Ryerson Limited Intangible Assets with Indefinite Useful Lives As a cost-saving measure the recoverable amount from a preceding period can be used in the impairment test for the indefinite life intangible asset if all of the following three conditions are met: LO 2 If the asset does not generate its own cash inflows and is therefore tested as part of a larger cash-generating unit, the assets and liabilities of the cash-generating unit to which it belongs have not changed significantly since the last recoverable amount calculation; and The most recent recoverable amount calculation resulted in a substantial excess over carrying amount; and No changes in events or circumstances indicate that the current recoverable amount would be less than the asset’s carrying value Chapter 5, Slide 17 © 2010 McGraw-Hill Ryerson Limited Cash-Generating Units and Goodwill A business divides itself into separate cash-generating units, each of which has cash inflows from an asset or a group of assets that are largely independent of the cash inflows from other assets or asset groups Management often monitors the entity’s operations by cashgenerating units, which are separated for example by product lines, businesses, geographical locations, or different internal management authorities Goodwill resulting from a business combination should be divided among each cash-generating unit that will benefit from the goodwill LO 2 Each unit to which goodwill is so allocated shall represent the lowest level applicable and will not be larger than an operating segment determined in accordance with IFRS 8 Chapter 5, Slide 18 © 2010 McGraw-Hill Ryerson Limited Cash-Generating Units and Goodwill Goodwill is allocated to cash-generating units as follows: LO 2 The total value of the subsidiary is allocated to each cash-generating unit The FV of the subsidiary’s individual net assets is also allocated to each cash-generating unit For each cash-generating unit, the allocated value is compared with the fair value of the unit’s identifiable net assets The difference = goodwill of the cash-generating unit Sum of each cash-generating unit’s goodwill = total acquisition goodwill of the subsidiary Chapter 5, Slide 19 © 2010 McGraw-Hill Ryerson Limited Cash-Generating Units and Goodwill The goodwill impairment test is complex and often requires significant professional judgment Before goodwill impairment is tested, individual assets should be tested for impairment and any losses recorded Then the recoverable amount of each cashgenerating unit is compared to its carrying amount, including goodwill. If recoverable amount > carrying amount then no goodwill impairment LO 2 Chapter 5, Slide 20 © 2010 McGraw-Hill Ryerson Limited Cash-Generating Units and Goodwill When the carrying amount of the cash-generating unit goodwill exceeds the recoverable amount of the goodwill, an impairment loss should be recognized in an amount equal to the excess and should be allocated to the assets of the unit in the following order: First, to reduce the carrying amount of any goodwill allocated to cash-generating unit, and Second, to the other assets of the unit pro rata based on the carrying amount of each LO 2 if such allocation should be greater than the carrying amount of the asset the excess is further re-allocated to the other assets pro rata Chapter 5, Slide 21 © 2010 McGraw-Hill Ryerson Limited Cash-Generating Units and Goodwill LO 2 The most recent previously calculated recoverable amount of a cash-generating unit can be used if there are clear indications no impairment has occurred, such as: Very little change in the composition of assets and liabilities of the cash-generating unit since the most recent recoverable amount calculation; and The most recent recoverable amount determination yielded a fair value that substantially exceed the carrying amount of the cash-generating unit; and The likelihood of changes in events or circumstances that indicate the current recoverable amount would be less than the carrying amount of the unit is remote Chapter 5, Slide 22 © 2010 McGraw-Hill Ryerson Limited Reversing an Impairment Loss Impairment losses on intangible assets other than goodwill can be reversed only to the extent of the preloss carrying amount of the intangible asset LO 2 In the first step, the entity assesses whether there are any indications that the impairment loss either decreased or no longer exists If decrease is indicated in the first step, in the second step the recoverable amount is determined Impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount, not if the present value of future cash inflows has increased solely from the passage of time Report reversal in net income Allocate reversal to the assets of the cash-generating unit pro rata based on carrying amounts Chapter 5, Slide 23 © 2010 McGraw-Hill Ryerson Limited Disclosure Extensive disclosure requirements are required for impairment of assets: LO 2 For each class of assets, the amount of impairment losses and reversals of impairment losses segregated by amounts recognized in net income and amounts recognized in OCI The events and circumstances that led to the recognition or reversal of an impairment loss for individual assets, the basis of recoverable amount, the basis used to determine fair value less costs to sell, and the discount rate used For cash-generating units or indefinite-life intangible assets, the carrying amount of goodwill and of indefinite-life intangibles allocated to the unit, the basis of recoverable amount, description of key cash flow projection assumptions, and the methodology to determine fair value less costs to sell Chapter 5, Slide 24 © 2010 McGraw-Hill Ryerson Limited Consolidation of 100%-Owned Subsidiary The investment account is replaced by the carrying value of the subsidiary’s assets and liabilities plus the acquisition differential Purchase price consists of carrying value of the subsidiary’s assets and liabilities plus the acquisition differential Dividends received or receivable from subsidiary are recorded in parent’s income when the cost method is used LO 6 These dividends are eliminated on consolidation Chapter 5, Slide 25 © 2010 McGraw-Hill Ryerson Limited Consolidation of 100%-Owned Subsidiary The amortization and impairment of the acquisition differential is recorded on the consolidated financial statements, in order to match the expense to the revenue generated by the net assets acquired. Example of amortization and impairment schedule: LO 3, 5 Chapter 5, Slide 26 © 2010 McGraw-Hill Ryerson Limited Consolidation of 100%-Owned Subsidiary When the parent uses the cost method to account for the subsidiary, consolidated net income has to be calculated, by converting to equity-method net income since the equity method reflects all consolidation adjustments. Example (Exhibit 5.4): LO 4 Chapter 5, Slide 27 © 2010 McGraw-Hill Ryerson Limited Consolidation of 100%-Owned Subsidiary The consolidated financial statements are prepared, account-by-account, starting with the consolidated income statement, then consolidated statement of retained earnings, and finally the consolidated balance sheet. (Exhibit 5.5 next slide) LO 6 Consolidated net income, and the consolidated balance sheet accounts, are the same regardless of whether the parent used equity or cost method Dividends on the consolidated statement of retained earnings are the dividends of the parent Consolidated retained earnings reflect the cumulative effect of all adjustments to that time The consolidated financial statements presents the combined position of parent and subsidiary as if the parent had acquired the subsidiary’s assets and liabilities directly Chapter 5, Slide 28 © 2010 McGraw-Hill Ryerson Limited Consolidation of 100%-Owned Subsidiary LO 6 Chapter 5, Slide 29 © 2010 McGraw-Hill Ryerson Limited Consolidation of 80%-Owned Subsidiary It is necessary to calculate non-controlling interest that will appear on the consolidated balance sheet LO 6 Chapter 5, Slide 30 © 2010 McGraw-Hill Ryerson Limited Consolidation of 80%-Owned Subsidiary Although the parent owns <100% of the subsidiary, 100% of the subsidiary’s individual assets and liabilities are still reported on the consolidated balance sheet since they are controlled by the parent Non-controlling interest is the balance that appears in consolidated equity that reflects the portion of the subsidiary that the parent does not own LO 6 Chapter 5, Slide 31 © 2010 McGraw-Hill Ryerson Limited Consolidation of 80%-Owned Subsidiary When the parent uses the cost method to account for the subsidiary, consolidated net income needs to be calculated and then allocated between parent and non-controlling shareholders. Example (Exhibit 5.11): LO 5 Chapter 5, Slide 32 © 2010 McGraw-Hill Ryerson Limited Consolidation of 80%-Owned Subsidiary The consolidated financial statements are prepared, account-by-account, starting with the consolidated income statement, then consolidated statement of retained earnings, and finally the consolidated balance sheet. (Exhibit 5.12 next slide) LO 6 Consolidated net income is attributed to the controlling shareholders and non-controlling interest Non-controlling interest is shown on the balance sheet as a component of shareholders’ equity. This NCI increases when the subsidiary earns income and decreases when the subsidiary pays dividends Chapter 5, Slide 33 © 2010 McGraw-Hill Ryerson Limited Consolidation of 80%-Owned Subsidiary LO 6 Chapter 5, Slide 34 © 2010 McGraw-Hill Ryerson Limited Consolidation under equity and cost methods LO 1, 6 Chapter 5, Slide 35 © 2010 McGraw-Hill Ryerson Limited Consolidation in Subsequent Years If the parent has used the cost method to record the subsidiary, it is necessary to calculate opening consolidated retained earnings Reflecting the cumulative increase or decrease in subsidiary’s retained earnings since acquisition Reflecting cumulative consolidation adjustments to that point (e.g. acquisition differential amortization) When the subsidiary is less than 100% owned, it is also necessary to calculate balance sheet NCI See Example (Exhibit 5.14) next slide LO 6 Chapter 5, Slide 36 © 2010 McGraw-Hill Ryerson Limited Consolidation in Subsequent Years LO 4, 6 Chapter 5, Slide 37 © 2010 McGraw-Hill Ryerson Limited Acquisition Differential Assigned to Liabilities Interest rate changes result in differences between fair values and carrying values of liabilities assumed in a business combination. This difference is similar to a bond premium or discount that must be amortized over its remaining life. The effective interest method of amortization is required by IAS 39. LO 3 The text uses straight-line as well as effective interest method. Only the effective interest method is permitted in practice. Chapter 5, Slide 38 © 2010 McGraw-Hill Ryerson Limited Acquisition Differential Assigned to Liabilities Example: Subsidiary has outstanding 10% bonds with face value of $100,000 maturing in 3 years. The market interest rate is 8%. The fair value of the bonds based on future cash flows discounted at 8% is $105,154, reflecting a premium of $5,154 which is amortized as follows: LO 3 Chapter 5, Slide 39 © 2010 McGraw-Hill Ryerson Limited Intercompany receivables and payables Related companies often have extensive transactions within the group Some companies have the vast majority of their purchases or sales (or both) to a related company Vertical integration is one of the principal reasons intercorporate investments are made All intercompany sales must be eliminated in consolidation, against the related purchases All intercompany balances (including receivables and payables) are eliminated LO 6 This is discussed in the next several chapters Chapter 5, Slide 40 © 2010 McGraw-Hill Ryerson Limited Subsidiary Acquired During the Year The consolidated financial statements should include only the subsidiary’s net income from the date of acquisition Example: Parent and subsidiary both have year-ends of December 31, Year 2. Parent acquires 80% of subsidiary on September 30, Year 2, and therefore reports only the subsidiary’s net income from October 1 to December 31, Year 2 To increase subsequent year financial statement comparability, the consolidated financial statement footnotes should include a pro forma consolidated income statement prepared as if the subsidiary had been acquired at the beginning of the year LO 6 Chapter 5, Slide 41 © 2010 McGraw-Hill Ryerson Limited Equity Method Recording Refer to Chapter 2 slides and Chapter 5 for examples of equity method journal entries that a parent would record in its books when it uses the equity method to record LO 7 Chapter 5, Slide 42 © 2010 McGraw-Hill Ryerson Limited GAAP for Private Enterprises Private companies can either consolidate their subsidiaries or report investments in subsidiaries using the cost or equity method All intangible assets and goodwill should be tested for impairment when circumstances indicate that carrying amount > FV Record impairment loss on definite-life intangible assets when both (i) carrying amount > recoverable amount and (ii) carrying amount > FV Record impairment losses on indefinite-life intangibles and goodwill when carrying amount > FV Impairment losses cannot be reversed LO 6 Chapter 5, Slide 43 © 2010 McGraw-Hill Ryerson Limited