F3 Acquisition Method Flashcards

1
Q

Acquisition Method

A
  • in a business combination for an acquisition, a subsidiary may be purchased for cash, stock, debt securities, etc.
  • the investment is valued at the FV of the consideration given or the fair value of the consideration received , whichever is more clearly evident
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2
Q

Journal Entry to record acquisition for cash- parent company internal entries

A

DR- investment in subsidiary

CR- cash

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3
Q

Journal Entry to record acquisition for parent common stock ( use FV at date the transaction closes):

A

DR- investment in subsidiary
CR- common stock
CR- APIC (parent/FV-par)

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4
Q

Investment in SUB

A

-always uses FV at the transaction closing date

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5
Q

Application of Acquisition Method

A

2 characteristics;

1) 100% of the net assets acquired ( regardless of percentage acquired) are recorded at FV with any unallocated balance remaining creating goodwill
2) when the companies are consolidated, the sub entire equity ( including common stock, APIC and retained earnings) is eliminated

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6
Q

The year-end consolidating journal entry known as the consolidation workpaper eliminating entry (EJE) is:

A
DR- common stock 
DR- A.P.I.C. 
DR- Retained earnings- subsidiary
CR- Investment in subsidiary 
CR- Noncontrolling interest
DR- Balance sheet adjustments to FV
DR- Identifiable intangible assets to FV
DR- Goodwill
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7
Q

Acquisition date Calculation

A
  • when the subsidiary’s financial statements are provided in subsequent periods , it is neccessary to reverse activity back into the book value at acquisition date
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8
Q

Calculation for Retained Earnings @ Acquisition date

A
BASE -solve for B
B-beginning Retained Earnings 
A-Add income
S- Subtract dividends
E- Ending Retained Earnings
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9
Q

Journal Entry Flow Chart - Acquisition date calculation

A
CAR- common stock, APIC and retained earnings ( of the sub)
MINUS: IN- investment in Sub and noncontrolling interest
( total paid FV of the sub)
- balance sheet FV adjustment
- indentifiable intangible assets 
difference is 
debit : Goodwill
credit : Gain
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10
Q

Investment in Subsidiary

A
  • the original amount of the investment in the subsidiary account on the parent’s books is:
    Original Cost: measured by the fair value ( on the date of acquisition is completed ) of the consideration given ( debit: investment in sub)
    Business combination costs and expenses in acquisition are treated as follows:
  • direct out of pocket costs such as finder’s fee or legal fees are expensed- DR: expense
  • stock registration and issuance costs such as SEC filing fees are a direct reduction of the value of stock issued
    ( DR: additional paid-in capital account)
  • Stock registration and issuance costs such as SEC filing are a direct reduction of the value of the stock issued
    ( debit: additional paid-in capital account) of the parent
  • Indirect costs are expensed as incurred ( debit: expense)
  • bond issue costs are capitalized and amortized ( debit: bond issue costs)
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11
Q

Noncontrolling Interest - reported in consolidated equity

A
  • noncontrolling interest must be reported at fair value in the equity section of the consolidated balance sheet , separately from the parent’s equity
  • this will include noncontrolling interest’s share of any goodwill ( even though there is no cost basis)
  • reported on the balance sheet
  • is calculated by multiplying the total subsidiary fair value times the noncontrolling interest percentage
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12
Q

Noncontrolling Interest after the Acquisition date

A
- after the acquisition date the noncontrolling interest is accounted for using the equity method
BASE
Beginning noncontrolling interest 
\+ NCI share of subsidiary net income 
- NCI share of subsidiary dividends 
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Ending noncontrolling interest

Loss gets carried here too even if it creates a negative carrying balance

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13
Q

Acquisition accounting for Net Income

A
  • net income will only be included in consolidated financial statements at the acquisition date
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14
Q

Acquisition accounting

A
  • with acquisition accounting , the measurement of net assets are based on fair market value
  • the fair market value of finished goods and merchandise inventory is based upon selling price less disposal costs at a reasonable profit allowance
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15
Q

to get to goodwill

A
  • you compare what you paid to the FV of net assets

- if there is no identifiable intangible assets

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16
Q

Parent Company’s Consolidated Stockholder’s Equity

A
  • take parent company’s S/E plus fair value of noncontrolling interest of subsidiary
17
Q

Non controlling interest of Subsidiary

A

noncontrolling interest (beginning) ( this is acquisition price based)
+ non controlling share of income
- non controlling share of dividends
________________________________
noncontrolling interest ( ending balance)

18
Q

Parent share of net income

A

Retained Earnings of sub ( beginning balance)
+ Net Income
- dividends
________________________
Retained Earnings of sub ( ending balance)

19
Q

Consolidated Income

A
  • consolidate income is the same as parent when the equity method is used
20
Q

Recognizing a gain

Investor- control to non control

A
  • investor recognizes a gain or loss from the sale of stock
  • then remeasures non-consolidating interest to FV, the FV adjustment is an additional gain or loss on the income statement
21
Q

goodwill for not 100%

A

recognize as if it is 100%

22
Q

Non control to Control

A
  • you must make a FV adjustment
  • they were using equity method you need to calculate the carrying value of the investment and then determine the fair value adjustment
  • to calculate the fair value adjustment you need to use the prior ownership percentage
  • then you calculate the gain or loss
23
Q

IFRS partial goodwill method

A

Goodwill= acquisition cost - fair value of net assets acquired ( only to the extent of percentage owned)
- US GAAP uses full goodwill method

24
Q

dividends

A

dividends affect noncontrolling interest but not retained earnings

25
Q

US GAAP- goodwill

A

(fair value of the entire subsidiary - subsidiary net assets fair value)