Transcript Chapter 4
Chapter 4 Consolidated Balance Sheet At Acquisition The Objective Of Consolidation Sub A Parent Sub B Parent And Subs As If One Entity © 2008 Clarence Byrd Inc. 2 User Needs Creditors Consolidated Entity ≠ Legal Entity Creditors must look to single entity parent or subsidiary © 2008 Clarence Byrd Inc. 3 User Needs Taxation Authorities U.S. has consolidated tax return In Canada – the single legal entities must file © 2008 Clarence Byrd Inc. 4 User Needs Non-Controlling Shareholders Must look to single entity statements to evaluate their investment © 2008 Clarence Byrd Inc. 5 User Needs Majority Shareholders The major users of consolidated financial statements © 2008 Clarence Byrd Inc. 6 Consolidation Policy © 2008 Clarence Byrd Inc. 7 Terminology The “correct” term is “Non-Controlling Interest” Control may not required holding a majority share of voting shares. Consolidation is still required “Minority Interest” is still widely used In most cases, control requires a majority of the voting shares In these situations, Minority Interest is an appropriate description of the Non-Controlling Interest © 2008 Clarence Byrd Inc. 8 Conceptual Alternatives In Consolidation Controlling Interest Non-Controlling Interest What Is The Nature Of This Interest? © 2008 Clarence Byrd Inc. 9 Conceptual Alternatives In Consolidation Proprietary Approach The Non-Controlling Interest is not part of the consolidated entity Like proportionate consolidation © 2008 Clarence Byrd Inc. 10 Proprietary Approach Procedures Assets: Only the parent’s share of fair values Non-controlling interest In assets: None disclosed In income: None disclosed Unrealized Profits: Eliminate parent’s share © 2008 Clarence Byrd Inc. 11 Conceptual Alternatives In Consolidation Parent Company Approach The Non-Controlling Interest is a debt-like interest in the consolidated entity Current CICA approach (for the most part) © 2008 Clarence Byrd Inc. 12 Parent Company Approach Procedures Assets: Includes subsidiary carrying values, plus the parent’s share of fair value changes Non-controlling interest In assets: With the liabilities In income: Deducted in the determination of income (like interest) Unrealized Profits: Eliminate parent’s share © 2008 Clarence Byrd Inc. 13 Conceptual Alternatives In Consolidation Entity Approach The Non-Controlling Interest is an equity interest in the consolidated entity The IFRS approach © 2008 Clarence Byrd Inc. 14 Entity Approach Procedures Assets: Includes 100 percent of subsidiary fair values Non-controlling interest In assets: With shareholders’ equity In income: Shown as distribution of income (like preferred dividends) Unrealized Profits: Eliminate 100 percent (upstream and downstream) © 2008 Clarence Byrd Inc. 15 Conceptual Alternatives In Consolidation Why Study? Aids in understanding the current rules and their inconsistencies Will assist with the changeover to IFRSs (going to entity approach) For Students: It can be examinable © 2008 Clarence Byrd Inc. 16 Conceptual Alternatives Asset Value Example Parco owns 65 percent of the voting shares of Subco. Parco has Land with a carrying value of $1,000,000. Subco has Land with a carrying value of $500,000 and a fair value of $700,000. © 2008 Clarence Byrd Inc. 17 Proprietary Approach Solution Parco’s Carrying Value 65 Percent Of Subco’s Fair Value [(65%)($700,000)] Consolidated Land © 2008 Clarence Byrd Inc. $1,000,000 455,000 $1,455,000 18 Parent Company Approach Solution Parco’s Carrying Value $1,000,000 Subco’s Carrying Value 500,000 65 Percent Of Subco’s Fair Value Change [(65%)($700,000 - $500,000)] 130,000 Consolidated Land © 2008 Clarence Byrd Inc. $1,630,000 19 Entity Approach Solution Parco’s Carrying Value 100 Percent Of Subco’s Fair Value Consolidated Land © 2008 Clarence Byrd Inc. $1,000,000 700,000 $1,700,000 20 Evaluation Proprietary Parent Company Does not reflect the economic entity which is made up of 100 percent of both companies’ assets Non-controlling interest has none of the characteristics of debt Entity Reflects properly the nature of the non-controlling interest Used in IFRSs (Current and Proposed) © 2008 Clarence Byrd Inc. 21 Procedural Approaches Every text has a different approach Everyone who has ever taught the subject believes that they have a better way Difficult to move between alternatives © 2008 Clarence Byrd Inc. 22 Procedural Approaches Work Sheets A mechanistic approach that is easy to use, provided a proper format is provided Provides no understanding of the underlying concepts In our view: Consolidations for “Dummies” © 2008 Clarence Byrd Inc. 23 Procedural Alternatives Direct Calculations Of Required Balances The most efficient approach Requires complete understanding of concepts Consolidations for the “gifted” © 2008 Clarence Byrd Inc. 24 Procedural Alternatives Journal Entries into direct calculations Stresses an understanding of concepts Provides for movement towards direct calculations of required balances Is not dependent on the format of the problem Supported by a large quantity of problem material in this text © 2008 Clarence Byrd Inc. 25 General Approach Eliminate the investment account against the subsidiary Shareholders’ Equity at acquisition Allocate the excess of the investment cost over the carrying values of the subsidiary assets to fair value changes and goodwill Establish the Non-Controlling Interest At Acquisition © 2008 Clarence Byrd Inc. 26 General Approach Various adjustments and eliminations © 2008 Clarence Byrd Inc. 27 General Approach Allocate the subsidiary’s Retained Earnings since acquisition To Controlling Interest To Non-Controlling Interest © 2008 Clarence Byrd Inc. 28 Investment Analysis Schedule Investment Cost Subsidiary Shareholders’ Equity $1,000,000 ( 800,000) Differential (Excess Of Cost Over Book Value) Fair Value Increase On Assets $ 200,000 ( 20,000) Fair Value Decrease On Assets 30,000 Fair Value Increase On Liabilities 40,000 Fair Value Decrease On Liabilities Goodwill ( 50,000) $200,000 This type of analysis is required in almost every consolidation problem. The basic rules are as shown in this example. The numbers were created for this example. © 2008 Clarence Byrd Inc. 29 Example – Consolidation At Acquisition Parco purchases 70 percent of the outstanding voting shares of Subco for cash of $735,000. Subco’s assets have a fair value of $1,400,000. Parco Subco Assets $3,500,000 $1,200,000 Liabilities $1,300,000 $ 500,000 900,000 200,000 1,300,000 500,000 $3,500,000 $1,200,000 Shareholders’ Equity Common Stock Retained Earnings Total Equities © 2008 Clarence Byrd Inc. 30 Example – Investment Analysis Schedule Investment Cost 70% 100% $735,000 $1,050,000 Book Value ( 490,000) Differential $245,000 Fair Value Increase On Assets Goodwill © 2008 Clarence Byrd Inc. ( 140,000) $105,000 ( 700,000) $ 350,000 ( 200,000) $150,000 31 Consolidated Balance Sheet Proprietary Approach Assets [$3,500,000 - $735,000 + (70%)($1,200,000 + $200,000)] Goodwill $3,745,000 105,000 Total Assets $3,850,000 Liabilities [$1,300,000 + (70%)($500,000)] $1,650,000 Shareholders’ Equity Common Stock (Parco’s) Retained Earnings (Parco’s) Total Equities © 2008 Clarence Byrd Inc. 900,000 1,300,000 $3,850,000 32 Consolidated Balance Sheet Parent Company Approach Assets [$3,500,000 - $735,000 + (100%)($1,200,000) + (70%)($200,000)] Goodwill $4,105,000 105,000 Total Assets $4,210,000 Liabilities Regular [$1,300,000 + (100%)($500,000)] $1,800,000 Non-Controlling Interest [(30%)($700,000)] Total Liabilities 210,000 $2,010,000 Shareholders’ Equity Common Stock (Parco’s) Retained Earnings (Parco’s) Total Equities © 2008 Clarence Byrd Inc. 900,000 1,300,000 $4,210,000 33 Consolidated Balance Sheet Entity Approach Assets [$3,500,000 - $735,000 + (100%)($1,200,000 + $200,000)] Goodwill $4,165,000 150,000 Total Assets $4,315,000 Liabilities [$1,300,000 + (100%)($500,000)] $1,800,000 Shareholders’ Equity Non-Controlling Interest [(30%)($1,050,000)] 315,000 Common Stock (Parco’s) 900,000 Retained Earnings (Parco’s) Total Equities © 2008 Clarence Byrd Inc. 1,300,000 $4,315,000 34 International Convergence IFRS No. 3 and IAS No. 27 Require 100 percent of the fair values of identifiable assets Require treating the noncontrolling interest as part of shareholders’ equity Like entity approach except no 100 percent of goodwill Current proposals will record 100 percent of goodwill © 2008 Clarence Byrd Inc. 35 Consolidated Balance Sheet IFRS No. 3 and IAS No. 27 Assets [$3,500,000 - $735,000 + (100%)($1,200,000 + $200,000)] Goodwill $4,165,000 105,000 Total Assets $4,270,000 Liabilities [$1,300,000 + (100%)($500,000)] $1,800,000 Shareholders’ Equity Non-Controlling Interest [(30%)($700,000 + $200,000)] 270,000 Common Stock (Parco’s) 900,000 Retained Earnings (Parco’s) Total Equities © 2008 Clarence Byrd Inc. 1,300,000 $4,270,000 36 Summary Of Chapter 4 Procedures Step A-1 Procedure Eliminate 100 percent of the Investment In Subsidiary account. Step A-2 Procedure Eliminate 100 percent of all the acquisition date balances in the subsidiary’s common shareholders’ equity (includes both contributed capital and retained earnings). Step A-3 Procedure Allocate any debit or credit Differential that is present at acquisition to the investor’s share of fair value changes on identifiable assets, fair value changes on identifiable liabilities, and positive or negative goodwill. Step A-4 Procedure Allocate to a Non-Controlling Interest account in the consolidated Balance Sheet, the non-controlling interest’s share of the at acquisition book value of the common shareholders’ equity of the subsidiary (includes both contributed capital and retained earnings). Step B-1 Procedure Eliminate 100 percent of all intercompany assets and liabilities. © 2008 Clarence Byrd Inc. 37 Definitional Calculations Identifiable Assets And Liabilities The amount to be included in the consolidated Balance Sheet for any identifiable asset or liability is calculated as follows: 100 percent of the carrying value of the identifiable asset (liability) on the books of the parent company at the Balance Sheet date; plus 100 percent of the carrying value of the identifiable asset (liability) on the books of the subsidiary company at the Balance Sheet date; plus (minus) the parent company’s share of the fair value increase (decrease) on the asset (liability) (i.e., the parent company’s share of the difference between the fair value of the subsidiary’s asset or liability at time of acquisition and the carrying value of that asset or liability at the time of acquisition). © 2008 Clarence Byrd Inc. 38 Definitional Calculations Goodwill The Goodwill to be recorded in the consolidated balance sheet is equal to the excess of the cost of the investment over the parent company’s share of the fair values of the subsidiary’s net identifiable assets as at the time of acquisition. Non-Controlling Interest - Balance Sheet The NonControlling Interest to be recorded in the consolidated Balance Sheet is an amount equal to the non-controlling interest’s ownership percentage of the book value of the subsidiary’s common stock equity at the Balance Sheet date. It will also include any preferred stock equity of the subsidiary that is outstanding. © 2008 Clarence Byrd Inc. 39 Definitional Calculations Contributed Capital The Contributed Capital to be recorded in the consolidated Balance Sheet is equal to the contributed capital from the single entity Balance Sheet of the parent company. Retained Earnings Consolidated Retained Earnings will be equal to the Retained Earnings balance that is included in the Balance Sheet of the parent company. © 2008 Clarence Byrd Inc. 40 © 2008 Clarence Byrd Inc. 41