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Consolidated Financial StatementsDate of Acquisition

Advanced Accounting, Fourth Edition


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Learning Objectives
1. Understand the concept of control as used in reference to consolidations. 2. Explain the role of a noncontrolling interest in business combinations. 3. Describe the reasons why a company acquires a subsidiary rather than its net assets. 4. Describe the valuation and classification of accounts in consolidated financial statements. 5. List the requirements for inclusion of a subsidiary in consolidated financial statements. 6. Discuss the limitations of consolidated financial statements. 7. Record the investment in the subsidiary on the parents books at the date of acquisition. 8. Prepare the consolidated workpapers and eliminating entries at the date of acquisition. 9. Compute and allocate the difference between implied value and book value of the acquired firms equity. 10. Discuss some of the similarities and differences between U.S. GAAP and IFRS with respect to the preparation of consolidated financial statements at the date of acquisition.

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Stock Acquisition
Chapter Focus - Accounting for Stock Acquisitions
When one company controls another company through direct or indirect ownership of its voting stock.
Acquiring company referred to as the parent. Acquired company referred to as the subsidiary. Other shareholders considered noncontrolling interest. Parent records interest in subsidiary as an investment. If a subsidiary owns a controlling interest in one or more other companies, a chain of ownership is forged by which the parent company controls other companies.
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LO 2 Noncontrolling interest (NCI).

Definitions of Subsidiary and Control


The Securities and Exchange Commission defines a

subsidiary as an affiliate controlled by another entity,


directly or indirectly, through one or more intermediaries. Control means the possession, direct or indirect, of the power to direct management and policies of another entity, whether through the ownership of voting

shares, by contract, or otherwise.

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LO 1 Meaning of control.

Definitions of Subsidiary and Control


The FASB has defined control as the ability of an entity to direct the policies and management that guide the ongoing activities of another entity so as to increase its benefits and limit its losses from that other entitys activities. The FASB stressed the need to prepare consolidated financial statements whenever control exists, even in the absence of a majority ownership.

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LO 1 Meaning of control.

Requirements for the Inclusion of Subsidiaries in the Consolidated Financial Statements


Purpose of consolidated statements - to present the operating results and the financial position of a parent and all its subsidiaries as if they are one economic entity. Circumstances when majority-owned subsidiaries should be excluded from the consolidated statements:
1. Control does not rest with the majority owner.

2. Subsidiary operates under governmentally imposed uncertainty so severe as to raise significant doubt about the parents control.
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LO 5 Requirements regarding consolidation of subsidiaries.

Reasons For Subsidiary Companies


Advantages to acquiring a controlling interest in

another company.
1. Stock acquisition is relatively simple. 2. Control of subsidiary can be accomplished with a smaller investment. 3. Separate legal existence of affiliates provides an element of protection of the parents assets.

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LO 3 Acquiring assets or stock.

Consolidated Financial Statements


Statements prepared for a parent company and its subsidiaries are called consolidated financial statements.
Ignore legal aspects of separate entities, focus on economic entity under control of management. Substance rather than form.

Not substitute for statements prepared by separate subsidiaries, which may be used by:

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Creditors Noncontrolling stockholders Regulatory agencies

LO 4 Valuation and classification of subsidiary assets and liabilities.

Investments at the Date of Acquisition


Recording Investments at Cost (Parents Books)
Stock investment is recorded at cost as measured by fair value of the consideration given or consideration received, whichever is more clearly evident.
Consideration given may include cash, other assets, debt securities, stock of the acquiring company.

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LO 7 Recording of investment at acquisition.

Investments at the Date of Acquisition


E3-2: On January 1, 2011, Polo Company purchased 100% of the common stock of Save Company by issuing 40,000 shares of its (Polos) $10 par value common stock with a market price of $17.50 per share. Polo incurred cash expenses of $20,000 for registering and issuing the common stock. The stockholders equity section of the two companys balance sheets on December 31, 2010, were:

Polo
Common stock, $10 par value Other contributed capital Retained earnings
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Save
175,000 205,000

$350,000 $320,000 590,000 380,000

LO 7 Recording of investment at acquisition.

Investments at the Date of Acquisition


E3-2: Prepare the journal entry on the books of Polo Company to record the purchase of the common stock of Save Company and related expenses.
Investment in Save (40,000 x $17.50) Common Stock Other Contributed Capital Other Contributed Capital Cash 20,000 20,000 700,000 400,000 300,000

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LO 7 Recording of investment at acquisition.

Consolidated Balance Sheets: Use of Workpapers


Assets and liabilities are summed, regardless of whether the parent owns 100% or a smaller controlling interest.
Noncontrolling interests are reflected as a component of owners equity. Eliminations must be made to cancel the effects of transactions among the parent and its subsidiaries. A workpaper is frequently used to summarize the effects of various additions and eliminations.

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LO 8 Preparing consolidated statements using a workpaper.

Consolidated Balance Sheets: Use of Workpapers


Intercompany Accounts to Be Eliminated
Parents Accounts
Investment in subsidiary Intercompany receivable (payable)

Subsidiarys Accounts
Against Against
Equity accounts Intercompany payable (receivable)

Advances to subsidiary (from subsidiary) Against


Interest revenue (interest expense) Dividend revenue (dividends declared)

Advances from parent (to parent)


Interest expense (interest revenue) Dividends declared (dividend revenue)

Against Against

Management fee received from subsidiary


Sales to subsidiary (purchases of inventory from subsidiary)
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Against
Against

Management fee paid to parent


Purchases of inventory from parent (sales to parent)

LO 8 Preparing consolidated statements using a workpaper.

Consolidated Balance Sheets: Use of Workpapers


Investment Elimination
It is necessary to eliminate the investment account of the parent company against the related stockholders equity of the subsidiary to avoid double counting of these net assets.
When parents share of subsidiarys equity is eliminated against the investment account, subsidiarys net assets are substituted for the investment account in the consolidated balance sheet.
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LO 8 Investment is eliminated for consolidated statements.

Consolidated Balance Sheets: Use of Workpapers


Investment Elimination
Computation and Allocation of Difference between Implied Value and Book Value
1. Determine percentage of stock acquired. calculate the implied value of the subsidiary. 3. Difference between step 2 and book value of subsidiarys equity must be allocated to adjust the underlying assets and liabilities of the acquired company.
LO 9 Computing and allocating the difference between implied and book value (CAD).

2. Divide purchase price by the percentage acquired to

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Consolidated Balance Sheets: Use of Workpapers


The prior steps lead to the following possible cases:
Case 1. The implied value (IV) of the subsidiary is equal to the book value of the subsidiarys equity (IV = BV), and a. The parent company acquires 100% of the subsidiarys stock; or b. The parent company acquires less than 100% of the subsidiarys stock. Case 2. The implied value of the subsidiary exceeds the book value of the subsidiarys equity (IV > BV), and a. The parent company acquires 100% of the subsidiarys stock; or b. The parent company acquires less than 100% of the subsidiarys stock. Case 3. The implied value of the subsidiary is less than the book value of the subsidiarys equity (IV < BV), and a. The parent company acquires 100% of the subsidiarys stock; or b. The parent company acquires less than 100% of the subsidiarys stock.
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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(a): Implied Value of Subsidiary Is Equal to Book Value of Subsidiary Companys Equity (IV BV)100% of Stock Acquired.

Illustration: Assume that on January 1, 2010, P Company acquired all the outstanding stock (10,000 shares) of S Company for cash of $160,000. What journal entry would P Company make to record the shares of S Company acquired? Investment in S Company $160,000

Cash

$160,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(a): The balance sheets of both companies immediately after the acquisition of shares is as follows:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Total assets Liabilities Common stock Other Contributed capital Retained earnings Total Liab. and Equity P Company S Company $ 40,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 160,000 $ 800,000 $ 260,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 100,000 100,000 20,000 40,000 $ 260,000

Implied value = Book value


Price paid % acquired $160,000 100%

Implied value 160,000

Book value
Difference

160,000
$0

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(a): The workpaper to consolidate the balance sheets for P and S on Jan. 1, 2010, date of acquisition, is presented below:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Total assets Liabilities Common stock Other Contributed capital Retained earnings Total Liab. and Equity P Company S Company $ 40,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 160,000 $ 800,000 $ 260,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 100,000 100,000 20,000 40,000 $ 260,000 Eliminations Debit Credit Consolidated Balances $ 80,000 380,000 320,000 120,000 160,000 $ 1,060,000 $ 220,000 500,000 100,000 240,000 1,060,000

Adjusting and eliminating entries are made on the workpaper for the preparation of consolidated statements.
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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(a): The workpaper to consolidate the balance sheets for P and S on Jan. 1, 2010, date of acquisition, is presented below:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Total assets Liabilities Common stock Other Contributed capital Retained earnings Total Liab. and Equity P Company S Company $ 40,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 160,000 $ 800,000 $ 260,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 100,000 100,000 20,000 40,000 $ 260,000 Eliminations Debit Credit Consolidated Balances $ 80,000 380,000 320,000 120,000 $ 900,000 $ 100,000 20,000 40,000 $ 160,000 220,000 400,000 80,000 200,000 900,000

160,000

$ 160,000

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Solution on notes page

LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(a): The workpaper entry to eliminate S Companys stockholders equity against the investment account is: Common stock (S) Other contributed capital (S) Retained earnings (S) Investment in S Company 100,000 20,000 40,000 160,000

This is a workpaper-only entry.

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(a): Note the following on the workpaper.

1. The investment account and related subsidiarys stockholders equity have been eliminated and the subsidiarys net assets substituted for the investment account. 2. Consolidated assets and liabilities consist of the sum of the parent and subsidiary assets and liabilities in each classification. 3. Consolidated stockholders equity is the same as the parent companys equity.
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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(b): Parents Cost of Investment Is Equal to Book Value of Subsidiarys Stock Acquired (IV=BV) - Partial Ownership.

Illustration: Assume that on January 1, 2010, P Company acquired 90% (9,000 shares) of the stock of S Company for $144,000. What journal entry would P Company make to record the shares of S Company acquired? Investment in S Company Cash $144,000 $144,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(b): The balance sheets of both companies immediately after the acquisition of shares is as follows:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity P Company S Company $ 56,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 144,000 $ 800,000 $ 260,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 100,000 100,000 20,000 40,000 $ 260,000

Implied value = Book value


Price paid % acquired Book value Difference $144,000 90% 160,000 $0

Implied value 160,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(b): Computation and Allocation of Difference between Implied and Book Values:
Purchase price and implied value Less: Book value of equity acquired: Common stock Other contributed capital Retained earnings Total book value Difference between implied and book value 90% Parent Share $ 144,000 10% Noncontrolling Share $ 16,000 10,000 2,000 4,000 16,000 Total Value $ 160,000 100,000 20,000 40,000 $ 160,000 $ -

90,000 18,000 36,000 $ 144,000 $ -

$ $

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(b): The workpaper to consolidate the balance sheets for P and S on Jan. 1, 2010, date of acquisition, is presented below:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity
Solution on notes page

P Company S Company $ 56,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 144,000 $ 800,000 $ 260,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 100,000 100,000 20,000 40,000 $ 260,000

Eliminations Debit Credit

Consolidated Balances $ 96,000 380,000 320,000 120,000 144,000 $ 1,060,000 $ 220,000 500,000 100,000 240,000 1,060,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(b): The workpaper to consolidate the balance sheets for P and S on Jan. 1, 2010, date of acquisition, is presented below:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity P Company S Company $ 56,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 144,000 $ 800,000 $ 260,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 100,000 100,000 20,000 40,000 $ 260,000 Eliminations Debit Credit Consolidated Balances $ 96,000 380,000 320,000 120,000 $ 916,000 $ 100,000 20,000 40,000 $ 160,000 16,000 $ 160,000 $ 220,000 400,000 80,000 200,000 16,000 916,000

144,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 1(b): The workpaper entry to eliminate S Companys stockholders equity against the investment account is: Common stock (S) Other contributed capital (S) Retained earnings (S) Investment in S Company 100,000 20,000 40,000 144,000

Noncontrolling interest in equity

16,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 2(b): Implied Value Exceeds Book Value of Subsidiary Companys Equity (IV>BV)Partial Ownership. Illustration: Assume that on January 1, 2010, P Company acquired 80% (8,000 shares) of the stock of S Company for $148,000. What journal entry would P Company make to record the shares of S Company acquired? Investment in S Company Cash $148,000 $148,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 2(b): The balance sheets of both companies immediately after the acquisition of shares is as follows:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Difference (IV>BV) Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity P Company S Company $ 52,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 148,000 $ 800,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 260,000 $ 100,000 100,000 20,000 40,000 $ 260,000

Implied value = Book value


Price paid % acquired Book value Difference $148,000 80% 160,000 $25,000

Implied value 185,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 2(b): Computation and Allocation of Difference between Implied and Book Values:
80% Parent Share $ 148,000 20% Noncontrolling Share $ 37,000 20,000 4,000 8,000 32,000 5,000 (5,000) Total Value $ 185,000 100,000 20,000 40,000 $ 160,000 $ $ 25,000 (25,000) -

Purchase price and implied value Less: Book value of equity acquired: Common stock Other contributed capital Retained earnings Total book value Difference between implied and book value Land revaluation (mark to market) Balance

80,000 16,000 32,000 $ 128,000 $ $ 20,000 (20,000) -

$ $ $

We assume the entire difference is attributable to land with a current value higher than historical cost.
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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 2(b): The workpaper to consolidate the balance sheets for P and S on Jan. 1, 2010, date of acquisition, is presented below:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Difference (IV>BV) Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity P Company S Company $ 52,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 148,000 $ 800,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 260,000 $ 100,000 100,000 20,000 40,000 $ 260,000 Eliminations Debit Credit Consolidated Balances $ 92,000 380,000 320,000 145,000 $ 937,000 $ 100,000 20,000 40,000 $ 210,000 37,000 $ 210,000 $ 220,000 400,000 80,000 200,000 37,000 937,000

25,000 25,000 148,000 25,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 2(b): The workpaper (elimination) entries are as follows:

#1

Common stock (S)


Other contributed capital (S)

100,000
20,000

Retained earnings (S)


Difference between IV and BV Investment in S Company Noncontrolling interest in equity #2 Land Difference between IV and BV
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40,000
25,000 148,000 37,000 25,000 25,000

LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 2(b): Reasons an Acquiring Company May Pay More Than Book Value. 1. Fair value of specific tangible or intangible assets of the subsidiary may exceed its recorded value because of appreciation. 2. Excess payment may indicate existence of goodwill. 3. Liabilities, generally long-term, may be overvalued.

4. A variety of market factors may affect the price paid.

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 3(b): Implied Value of Subsidiary is Less Than Book Value (IV<BV)Partial Ownership. Illustration: Assume that on January 1, 2010, P Company acquired 80% (8,000 shares) of the stock of S Company for $120,000. What journal entry would P Company make to record the shares of S Company acquired? Investment in S Company Cash $120,000 $120,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 3(b): The balance sheets of both companies immediately after the acquisition of shares is as follows:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Difference (IV<BV) Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity P Company S Company $ 80,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 120,000 $ 800,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 260,000 $ 100,000 100,000 20,000 40,000 $ 260,000

Implied value = Book value


Price paid % acquired Book value Difference $120,000 80% 160,000 $10,000

Implied value 150,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 3(b): Computation and Allocation of Difference between Implied and Book Values:
Purchase price and implied value Less: Book value of equity acquired: Common stock Other contributed capital Retained earnings Total book value Difference between implied and book value Plant & equipment (mark to market) Balance 80% Parent Share $ 120,000 20% Noncontrolling Share $ 30,000 20,000 4,000 8,000 32,000 (2,000) 2,000 Total Value $ 150,000 100,000 20,000 40,000 $ 160,000 $ $ (10,000) 10,000 -

80,000 16,000 32,000 $ 128,000 $ $ (8,000) 8,000 -

$ $ $

Assume the difference is attributable to plant and equipment, in this case an overvaluation of $10,000.
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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 3(b): The workpaper to consolidate the balance sheets for P and S on Jan. 1, 2010, date of acquisition, is presented below:
Balance Sheet Cash Other current assets Plant and equipment Land Investment in Sill Difference (IV>BV) Total assets Liabilities Common stock Other Contributed capital Retained earnings Noncontrolling interest Total Liab. and Equity P Company S Company $ 80,000 $ 40,000 280,000 100,000 240,000 80,000 80,000 40,000 120,000 $ 800,000 $ 120,000 400,000 80,000 200,000 $ 800,000 $ 260,000 $ 100,000 100,000 20,000 40,000 $ 260,000 Eliminations Debit Credit Consolidated Balances $ 120,000 380,000 320,000 110,000 $ 930,000 $ 100,000 20,000 40,000 $ 170,000 30,000 $ 170,000 $ 220,000 400,000 80,000 200,000 30,000 930,000

10,000

10,000 120,000 10,000

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Case 3(b): The workpaper (elimination) entries are as follows:

#1

Common stock (S)


Other contributed capital (S)

100,000
20,000

Retained earnings (S)


Difference between IV and BV Investment in S Company Noncontrolling interest in equity #2 Difference between IV and BV Plant and equipment
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40,000
10,000 120,000 30,000 10,000 10,000

LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers

Review Question
The noncontrolling interest in the subsidiary is reported as: a. Asset

b. Liability
c. Equity d. Expense

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Subsidiary Treasury Stock Holdings
Because the treasury stock account represents a contra stockholders equity account, the parent companys share must be eliminated by a credit when

the investment account and subsidiary companys


equity accounts are eliminated on the workpaper.

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Other Intercompany Balance Sheet Eliminations
Intercompany accounts receivable, notes receivable, and interest receivable, for example, must be eliminated against the reciprocal accounts payable,

notes payable, and interest payable.


The full amount of all intercompany receivables and payables is eliminated without regard to the percentage of control held by the parent company.

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers


Adjusting Entries Prior to Eliminating Entries
At times, workpaper adjustments to accounting data may be needed before appropriate eliminating entries can be accomplished.

Make on workpaper in eliminations columns or


Adjust the subsidiarys statements prior to their entry on the workpaper.

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Consolidated Balance Sheets: Use of Workpapers

Review Question
Which of the following adjustments do not occur in the consolidating process? a. Elimination of parents retained earnings

b. Elimination of intra-company balances


c. Allocations of difference between implied and book values d. Elimination of the investment account

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LO 9 Computing and allocating the difference between implied and book value (CAD).

Limitations of Consolidated Statements


For Example:
Little information of value in consolidated statements because they contain insufficient detail about the individual subsidiaries. Highly diversified companies operating across several industries, often the result of mergers and acquisitions, are difficult to analyze or compare.

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LO 6 Limitations of consolidated statements.

IFRS Versus U.S. GAAP

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LO 10 Similarities and differences between U.S. GAAP and IFRS.

IFRS Versus U.S. GAAP

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LO 10 Similarities and differences between U.S. GAAP and IFRS.

IFRS Versus U.S. GAAP

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LO 10 Similarities and differences between U.S. GAAP and IFRS.

Deferred Taxes on the Date of Acquisition


APPENDIX A
If a purchase acquisition is tax-free to the seller Tax bases of the acquired assets and liabilities are carried forward at historical book values. Assets and liabilities of the acquired company are recorded on the consolidated books at adjusted fair value.
Under current guidelines, the tax effects of the difference between consolidated book values and the tax bases must be recorded as deferred tax liabilities or assets (SFAS No. 109 and SFAS No. 141R [ASC 805 and ASC 740]).
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Deferred Taxes on the Date of Acquisition


Illustration: Suppose that Purchasing Company acquires 90% of Selling Company by issuing stock valued at $800,000. The only difference between book value and fair value relates to depreciable plant and equipment. Plant and equipment has a market value of $400,000 and a book value of $250,000. All other book values approximate market values. Assume that the combination qualifies as a nontaxable exchange. On the date of acquisition, Selling Companys book value of equity is $600,000, which includes $150,000 of common stock and $450,000 of retained earnings. Assume a 30% tax rate. Consider the following Computation and Allocation Schedule with and without considering deferred taxes.
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Deferred Taxes on the Date of Acquisition

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Deferred Taxes on the Date of Acquisition

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Deferred Taxes on the Date of Acquisition


The workpaper entry to eliminate the investment account is as follows:

Entries for allocation with and without deferred taxes.

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Consolidation of Variable Interest Entities


FASB has issued guidance for the consolidation of specialpurpose entities (SPEs) through Interpretation No. 46(R) Consolidation of Variable Interest Entities and SFAS No. 167, Amendments to FASB Interpretation No. 46(R)[ASC 81010 30].
An enterprise shall consolidate a variable interest entity (VIE) when that enterprise has a variable interest (or combination of variable interests) that provides the enterprise with a controlling financial interest on the basis of the certain provisions (listed below).

APPENDIX B

FASB Statement No. 167 requires ongoing reassessments of


whether an enterprise is the primary beneficiary of a variable interest entity.
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