F3 Acquisition Method Flashcards
Acquisition Method
- 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
Journal Entry to record acquisition for cash- parent company internal entries
DR- investment in subsidiary
CR- cash
Journal Entry to record acquisition for parent common stock ( use FV at date the transaction closes):
DR- investment in subsidiary
CR- common stock
CR- APIC (parent/FV-par)
Investment in SUB
-always uses FV at the transaction closing date
Application of Acquisition Method
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
The year-end consolidating journal entry known as the consolidation workpaper eliminating entry (EJE) is:
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
Acquisition date Calculation
- 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
Calculation for Retained Earnings @ Acquisition date
BASE -solve for B B-beginning Retained Earnings A-Add income S- Subtract dividends E- Ending Retained Earnings
Journal Entry Flow Chart - Acquisition date calculation
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
Investment in Subsidiary
- 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)
Noncontrolling Interest - reported in consolidated equity
- 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
Noncontrolling Interest after the Acquisition date
- 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
Acquisition accounting for Net Income
- net income will only be included in consolidated financial statements at the acquisition date
Acquisition accounting
- 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
to get to goodwill
- you compare what you paid to the FV of net assets
- if there is no identifiable intangible assets