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II. Valuation of subsidiary assets and liabilities poses a challenge when a noncontrolling
interest is present.
A. The accounting emphasis is placed on the entire entity that results from the business
combination when control has been obtained. The parent company that controls its
subsidiary must consolidate 100% of subsidiary assets, liabilities, revenues, and
expense are consolidated even when its ownership is less than 100%.
B. The consolidated valuation basis for a newly acquired subsidiary is the acquisition-date
fair value of the company (most frequently determined by the consideration transferred
and the fair value of the noncontrolling interest); specific subsidiary assets and liabilities
are measured at their acquisition-date fair values.
C. The noncontrolling interest balance is reported in the parent’s consolidated financial
statements as a component of stockholders' equity.
As the quotes from the five accounting professionals illustrate, the decision to require the
revaluation of 100% of a newly controlled subsidiary’s assets and liabilities—regardless of
percentage ownership—was not without some controversy. Students can use the quotes
to discuss cost-benefit issues, relevance of capturing the underlying economics, use of
hypothetical transactions in financial reporting, potential for abuse, etc. The requirement
to value all acquisition date subsidiary assets at 100% fair value thus provides a useful
vehicle for the class to discuss the many issues surrounding standard setters’ decisions.
Answer to Discussion Question:
DOES GAAP UNDERVALUE POST-CONTROL STOCK ACQUISITIONS?
These purchases were accounted for as acquisitions of noncontrolling interests. The differences
between the consideration paid or payable and the carrying amounts of the noncontrolling interests
acquired were recorded as reductions in Berkshire’s shareholders equity of approximately $700
million in 2012 and $614 million in 2010. We are contractually required to acquire substantially all of
the remaining noncontrolling interests of Marmon no later than March 31, 2014, for an amount that
will be based on Marmon’s future operating results.
On the date control is established, the new subsidiary’s valuation basis is established.
Subsequent acquisitions of any remaining portions of the noncontrolling interests do not
establish a new valuation basis for the subsidiary. In the Berkshire case, the new valuation
basis for Marmon was established in 2008 when its 64% control was acquired. Berkshire
then increases Marmon’s consolidated carrying amount as Marmon earns income, not by
subsequent purchases of Marmon’s noncontrolling shares.
Berkshire’s payments for its post-control equity acquisitions (16% and 10%) were in
excess of Marmon’s proportionate carrying amounts. Because these transactions were
with owners (not outside parties), no gain or loss is recorded. Berkshire reduces its paid-in
capital the for excess of the purchase price over the carrying amount. The accounting is
similar to retirement of stock for a payment in excess of the company’s proportionate
carrying amount.
Mr.Buffett may be correct that the current market value of Marmon is $4.6 bilion more that
its carrying amount. However, GAAP does not, in general, record unrealized increases in
a firm’s market value as increases in reported asset amounts.
Answers to Questions
1. "Noncontrolling interest" refers to an equity interest that is held in a member of a business
combination by an unrelated (outside) party.
3. A control premium is the portion of an acquisition price (above currently traded market
values) paid by a parent company to induce shareholders to sell a sufficient number of
shares to obtain control. The extra payment typically becomes part of the goodwill acquired
in the acquisition attributable to the parent company.
4. Current accounting standards require the noncontrolling interest to appear in the
stockholders' equity section. The noncontrolling interest's share of the subsidiary’s net
income is shown as an allocated component of consolidated net income.
5. The ending noncontrolling interest is determined on a consolidation worksheet by adding
the four components found in the noncontrolling interest column: (1) the beginning balance
of the subsidiary’s book value, (2) the noncontrolling interest share of the adusted
acquisition-date excess fair over book value allocation, (3) its share of current year net
income, (4) less dividends declared to these outside owners.
6. Allsports should remove the pre-acquisition revenues and expenses from the consolidated
totals. These amounts were earned (incurred) prior to ownership by Allsports and therefore
should are not earnings for the current parent company owners.
7. Following the second acquisition, consolidation is appropriate. Once Tree gains control, the
10% previous ownership is included at fair value as part of the total consideration
transferred by Tree in the acquisition.
8. When a company sells a portion of an investment, it must remove the carrying value of that
portion from its investment account. The carrying value is based upon application of the
equity method. Thus, if either the initial value method or the partial equity method has been
used, Duke must first restate the account to the equity method before recording the sales
transaction. The same method is applied to the operations of the current period occurring
prior to the time of sale.
9. Unless control is surrendered, the acquisition method views the sale of subsidiary's stock
as a transaction with its owners. Thus, no gain or loss is recognized. The difference
between the sale proceeds and the carrying value of the shares sold (equity method) is
accounted for as an adjustment to the parent’s additional paid in capital.
10. The accounting method choice for the remaining shares depends upon the current
relationship between the two firms. If Duke retains control, consolidation is still required.
However, if the parent now can only significantly influence the decision-making process, the
equity method is applied. A third possibility is Duke may have lost the power to exercise
even significant influence. The fair value method then is appropriate.
Answers to Problems
1. C
2. A At the date control is obtained, the parent consolidates subsidiary assets at fair value
($549,000 in this case) regardless of the parent’s percentage ownership.
5. C
Amort.
to equipment (8 year remaining life)............................ $ 80,000 $10,000
to customer list (4 year remaining life)........................ 100,000 25,000
$35,000
9. B
11. C
19. B Add the two book values and include 10% (the $6,000 current portion) of the
loan taken out by Park to acquire Strand.
20. B Add the two book values and include 90% (the $54,000 noncurrent portion) of
the loan taken out by Park to acquire Strand.
b. Stayer’s building:
Acquisition-date fair value (10 year remaining life) $345,000
2015 depreciation (34,500)
Building 12/31/15 $310,500
-or-
$175,500 + $150,000 – $15,000 = $310,500
-OR-
24. (40 minutes) (Several valuation and income determination questions for a
business combination involving a noncontrolling interest.)
a. Business combinations are recorded generally at the fair value of the consideration
transferred by the acquiring firm plus the acquisition-date fair value of the noncontrolling
interest.
b. Each identifiable asset acquired and liability assumed in a business combination is initially
reported at its acquisition-date fair value.
c. In periods subsequent to acquisition, the subsidiary’s assets and liabilities are reported at
their book values adjusted for acquisition-date fair value allocations and for subsequent
amortization and depreciation on those allocations. Except for certain financial items, the
subsidiary’s assets and liabilities are not continually adjusted for changing fair values.
To controlling interest:
Consolidated net income................................................................. $1,615,000
Net income attributable to noncontrolling interest....................... (73,000)
Net income attributable to Patterson.............................................. $1,542,000
-OR-
The acquisition method requires that the subsidiary assets acquired and
liabilities assumed be recognized at their acquisition date fair values regardless
of the assessed fair value. Therefore, none of Soriano’s identifiable assets and
liabilities would change as a result of the assessed fair value. When a bargain
purchase occurs, however, no goodwill is recognized.
25. (30 minutes) Step acquisition.
b. Investment in Eagle
Initial value $344,000
Change in Eagle’s RE × 90%
($341,000 – $174,000) × 90% 150,300
Excess amortization (3 years) × 90% (5,400)
Investment in Eagle 12/31/15 $488,900
-OR-
Investment in Eagle
Initial value $344,000
2013-2014 change in Eagle’s RE × 90%
($278,000 – $174,000) × 90% 93,600
Excess fair value amortization (3,600)
Equity income 2015 (below) 79,200
Eagle 2015 dividends × 90% (24,300)
Investment in Eagle 12/31/15 $488,900
Entry P
Accounts payable ............................................ 22,000
Accounts receivable .................................. 22,000
(To eliminate intra-entity payable/receivable balance)
31. (continued)
b. If the initial value method had been applied, the parent would have recorded only
the subsidiary dividends declared as income rather than an equity accrual.
Therefore, Entry *C is needed to adjust the parent's beginning retained earnings
for 2015 to the equity method. During 2013 and 2014, the subsidiary earned a total
net income of $171,000 but declared dividends of only $83,000. The parent's share
of the difference is $61,600 (70% of $88,000 [$171,000 - $83,000]). In addition, the
parent’s 70% share of excess amortization expense for two years must also be
included ($8,400 = 2 years × $6,000 per year × 70%). The net amount to be
recognized is $53,200 ($61,600 - $8,400).
ENTRY *C
Investment in Bandmor .................................. 53,200
Retained earnings, 1/1/15 .......................... 53,200
c. If the partial equity method had been applied, only the excess amortization
expenses for the previous two years would have been omitted from the
parent's retained earnings. As shown above, that figure is $8,400 (2 years
× $6,000 per year × 70%).
ENTRY *C
Retained earnings, 1/1/15 ............................... 8,400
Investment in Bandmor ............................. 8,400
d. Net income attributable to noncontrolling interest—2015
[($110,000 – 6,000) × 30%] .............................. $31,200
c. Entry (S)
Common stock (Taylor) ........................................ 300,000
Additional paid-in capital (Taylor) ....................... 90,000
Retained earnings (Taylor) ................................... 210,000
Investment in Taylor Company (80%) ........... 480,000
Noncontrolling interest in Taylor (20%) ........ 120,000
f. Using the acquisition method, the allocation will be the total difference
($80,000) between the buildings' book value and fair value. Based on a 20
year remaining life, annual excess amortization is $4,000.
h. If the parent has been applying the equity method, the stockholders'
equity accounts on its books will already represent consolidated totals.
The common stock and additional paid-in capital figures to be reported are
the parent balances only. As to retained earnings, the equity method will
properly record all subsidiary net income and amortization so that the
parent balance is also a reflection of the consolidated total.
33. (20 Minutes) (A variety of consolidated balances-midyear acquisition)
Consideration transferred by Karson
(cash and contingent consideration)......... $1,360,000
Noncontrolling interest fair value .................. 340,000
Reilly’ fair value (given)................................... $1,700,000
Book value of Reilly........................................ (1,450,000)*
Fair value in excess of book value................. $250,000
Excess fair value assigned to specific Remaining Annual excess
accounts based on fair value life amortizations
Trademarks ................................................... 150,000 5 years $30,000
Goodwill ........................................................ $100,000 indefinite -0-
Total ............................................................ $30,000
CONSOLIDATION TOTALS:
Sales (1) $1,050,000
Cost of goods sold (2) 540,000
Operating expenses (3) 265,000
Consolidated net income $245,000
Net income attributable to noncontrolling interest (4) $9,000
(1) $800,000 Karson revenues plus $250,000 (post-acquisition
subsidiary revenue)
(2) $400,000 Karson COGS plus $140,000 (post-acquisition subsidiary
COGS)
(3) $200,000 Karson operating expenses plus $50,000 (post-acquisition
subsidiary operating expenses) plus ½ year excess amortization of
$15,000
(4) 20% of post-acquisition subsidiary net income less excess fair value
amortization [20% × ½ year × (120,000 – 30,000)] = $9,000
Retained earnings, 1/1 = $1,400,000 (the parent’s balance because the
subsidiary was acquired during the current year)
Trademarks = $935,000 (add the two book values and the excess fair value
allocation after taking one-half year excess amortization)
Goodwill = $100,000 (the original allocation)
34. (25 Minutes) (A variety of consolidated questions and balances)
a. Nascent applies the initial value method because the original price of
$414,000 is still in the Investment in Sea-Breeze account. In addition, the
Investment Income account is equal to 60 percent of the dividends
declared by the subsidiary during the year.
b. Consideration transferred in acquisition. $414,000
Noncontrolling interest fair value............. 276,000
Sea-Breeze fair value 1/1/12....................... $690,000
Sea-Breeze book value 1/1/12 550,000
Excess fair value over book value $140,000
Excess fair value assigned to specific Remaining Annual excess
accounts based on fair value life amortizations
Buildings................................................ 60,000 6 years $10,000
Equipment.............................................. (20,000) 4 years (5,000)
Patent...................................................... 100,000 10 years 10,000
Total ...................................................... -0- $15,000
c. If the equity method had been applied, the Investment Income account
would show the basic equity accrual less amortization: 60% of (the
subsidiary's net income of $90,000 less $15,000 excess fair value
amortization) = $45,000.
d. The initial value method recognizes neither the increase in the
subsidiary's book value nor the excess amortization expenses for prior
years. At the acquisition date, the subsidiary’s book value was $550,000
as indicated by the assets less liabilities. At the beginning of the current
year, the book value of the subsidiary is $780,000 as indicated by
beginning stockholders' equity balances.
Increase in book value during prior years
($780,000 – $550,000)............................................................ $230,000
Less excess amortization .......................................................... (45,000)
Net increase in book value......................................................... $185,000
Ownership ................................................................................... 60%
Increase required in parent's retained earnings, 1/1/15 .................... $111,000
Parent's retained earnings, 1/1/15 as reported ........................ 700,000
Parent’s share of consolidated retained earnings, 1/1/15....... $811,000
e. Consolidated net income and allocation
Revenues (add book values) $900,000
Expenses (add book values and excess amortization) (635,000)
Consolidated net Income $265,000
Net income attributable to noncontrolling interest
($90,000 – 15,000) × 40% 30,000
Net income attributable to Nascent, Inc. $235,000
34. (continued)
Adjustments
December 31, 2015 Paloma San Marco & Eliminations NCI Consolidated
Revenues (1,843,000) (675,000) (2,518,000)
Cost of goods sold 1,100,000 322,000 1,422,000
Depreciation expense 125,000 120,000 245,000
Amortization expense 275,000 11,000 (E) 80,000 366,000
Interest expense 27,500 7,000 34,500
Equity in San Marco Income (121,500) (I)121,500 -0-
Separate company
net income (437,000) (215,000)
Consolidated net income (450,500)
To noncontrolling interest (13,500) (13,500)
To Paloma Company (437,000)
b. If the acquisition-date fair value of the noncontrolling interest was $167,500, both
goodwill (NCI portion) and the noncontrolling interest balance would be reduced
equally by $22,500 as follows:
Controlling Noncontrolling
Interest Interest
Fair value at acquisition date $1,710,000 $167,500
Relative fair values of identifiable net assets
90% and 10% of $1,525,000 (acquisition date
recorded fair value plus customer base) 1,372,500 152,500
Goodwill $ 337,500 $15,000
36. (60 Minutes) (Consolidation worksheet and income statement with parent
using initial value method. Also consolidated balances with a control
premium paid by parent.)
Retained earnings, 1/1 (762,000) (296,500) (S) 296,500 (*C) 37,200 (799,200)
Net income (above) (186,000) (97,000) (228,800)
Dividends declared 70,000 20,000 (I) 16,000 4,000 70,000
Retained earnings, 12/31 (878,000) (373,500) (958,000)
If the noncontrolling interest fair value was $4.76 per share at the acquisition
date, then goodwill declines to $195,200. The noncontrolling interest total would
also decline from $164,000 to $115,200.
Worksheet entries (S), (A1) and (A2) assuming a $4.76 noncontrolling interest
acquisition-date fair value:
Controlling
Noncontrolling
Interest Interest
Fair value at acquisition date $576,000 $95,200
Relative fair values of identifiable net assets
80% and 20% of $476,000 (acquisition date
fair value of net identifiable assets) 380,800 95,200
Goodwill $195,200 -0-
37. (40 Minutes) (Determine consolidated balances.)
Consolidated Totals:
Revenues = $2,079,880 (add the two book values)
Cost of goods sold = $1,206,000 (add the two book values)
Depreciation expense = $283,200 (add the two book values less $2,400
excess adjustment)
Amortization expense = $10,800 (add the two book values plus $4,700
excess adjustment)
Interest expense = $63,600 (add the two book values plus $2,300 excess
adjustment)
Equity in income of Sierra = -0- (eliminated so that the individual revenues
and expenses of the subsidiary can be included in the consolidated
figures)
Consolidated net income = $516,280 (revenues less expenses)
Net income attributable to noncontrolling interest = $44,280 ($226,000
reported subsidiary net income less $4,600 net excess amortization
expense multiplied by 20 percent outside ownership)
Net income to Padre Company = $472,000 ($516,280 consolidated net
income less noncontrolling interest share of $44,280)
Retained earnings, 1/1 = $1,275,000 (parent company balance only)
Dividends declared = $260,000 (parent company balance; subsidiary's
declarations to parent are intra-entity, declarations to outside owners
decrease noncontrolling interest balance)
37. (continued)
Retained earnings, 12/31 = $1,487,000 (consolidated balance on 1/1 plus net
income to Padre Co. less Padre’s dividends declared) or simply the
parent’s RE because parent employs the equity method.
Current assets = $1,620,860 (add the two book values)
Investment in Sierra = -0- (eliminated so that the individual assets and
liabilities of the subsidiary can be included in the consolidated figures)
Land = $650,000 (add the book values plus the $225,000 excess allocation)
Buildings and equipment (net) = $1,162,800 (add the book values less the
$24,000 allocation [asset was overvalued] plus the excess amortization)
Copyright = $205,200 (book value plus $94,000 excess allocation less
amortization for the year)
Total assets = $3,638,860
Accounts payable = $469,000 (add book values)
Notes payable = $700,900 (add the book values less $18,400 excess
allocation plus amortization)
Noncontrolling interest in subsidiary = $231,960 (20% of fair value as of 1/1
[$200,680] plus net income attributable to noncontrolling interest [$44,280]
less dividends declared to outside owners [$13,000])
Common stock = $300,000 (parent company balance)
Additional paid-in capital = 450,000 (parent company balance)
Retained earnings, 12/31 = $1,487,000 (computed above)
Total liabilities and equities = $3,638,860
37. (continued) Acquisition Method
Consolidation Entries Noncontrolling Consolidated
Accounts Padre Sierra Debit Credit Interest Totals
Revenues......................................... (1,394,980) (684,900) (2,079,880)
Cost of goods sold......................... 774,000 432,000 1,206,000
Depreciation expense..................... 274,000 11,600 (E) 2,400 283,200
Amortization expense.................... -0- 6,100 (E) 4,700 10,800
Interest expense............................. 52,100 9,200 (E) 2,300 63,600
Equity in income of Sierra .......... (177,120) -0- (I) 177,120 -0-
Separate company net income...... (472,000) (226,000)
Consolidated net income............... (516,280)
NI to noncontrolling interest...... (44,280) 44,280
NI to Padre Company .................. (472,000)
Retained earnings 1/1 .................... (1,275,000) (530,000) (S) 530,000 (1,275,000)
Net income (above) ........................ (472,000) (226,000) (472,000)
Dividends declared ................... 260,000 65,000 (D) 52,000 13,000 260,000
Retained earnings 12/31 .......... (1,487,000) (691,000) (1,487,000)
Current assets ................................ 856,160 764,700 1,620,860
Investment in Sierra ...................... 927,840 (D) 52,000(S) 552,000
..................................................... (I) 177,120
..................................................... (A) 250,720 -0-
Land ................................................ 360,000 65,000 (A) 225,000 650,000
Buildings and equipment (net)..... 909,000 275,400 (E) 2,400(A) 24,000 1,162,800
Copyright .......................... -0- 115,900 (A) 94,000(E) 4,700 205,200
Total assets ............................... 3,053,000 1,221,000 3,638,860
Accounts payable .......................... (275,000) (194,000) (469,000)
Notes payable ................................ (541,000) (176,000) (A) 18,400(E) 2,300 (700,900)
NCI in Sierra 1/1.............................. (S) 138,000
NCI in Sierra 12/31.......................... (A) 62,680 (200,680)
..................................................... (231,960) (231,960)
Common stock ............................... (300,000) (100,000) (S) 100,000 (300,000)
Additional paid-in capital.............. (450,000) (60,000) (S) 60,000 (450,000)
Retained earnings 12/31(above) … (1,487,000) (691,000) (1,487,000)
Total liab. and stockholders' equity (3,053,000) (1,221,000) 1,265,920 1,265,920 (3,638,860)
38. (55 Minutes) (Consolidated worksheet)
a. Consideration transferred by Adams $603,000
Noncontrolling interest fair value 67,000
Acquisition-date total fair value $670,000
Book value of Barstow (CS + RE 12/31/13) (460,000)
Excess fair value over book value 210,000
Excess fair value assigned to specific Remaining Annual excess
accounts based on fair value life amortizations
Land $30,000 — —
Buildings (20,000) 10 years ($2,000)
Equipment 40,000 5 years 8,000
Patents 50,000 10 years 5,000
Notes payable 20,000 5 years 4,000
120,000
Goodwill $90,000 indefinite -0-
Total $15,000
b. Because investment income is exactly 90 percent of Barstow's reported
earnings, Adams apparently is applying the partial equity method.
c. d. Explanation of Consolidation Entries Found on Worksheet
Entry *C—Converts Adams's financial records from the partial equity method
to the equity method by recognizing amortization for 2014. Total expense
was $15,000 but only 90 percent (or $13,500) applied to the parent.
Entry S—Eliminates subsidiary's stockholders' equity while recording
noncontrolling interest balance as of January 1, 2015.
Entry A—Records unamortized allocation balances as of January 1, 2015.
The acquisition method attributes 10 percent of these amounts to the non-
controlling interest.
Entry I—Eliminates intra-entity income accrual for 2015.
Entry D—Eliminates intra-entity dividend transfers.
Entry E—Records amortization expense for current year.
Columnar Entry—Recognizes noncontrolling interest's share of consolidated
net income as follows:
Net income attributable to noncontrolling interest (Columnar Entry)
Barstow reported net income ..................................................................... $120,000
Excess amortization expenses 2015............................................... (15,000)
Adjusted net income of Barstow ............................................... $105,000
Noncontrolling interest ownership ................................................ 10%
Net income attributable to noncontrolling interest.................. $ 10,500
38. c. and d. (continued) ADAMS CORPORATION AND BARSTOW, INC.
Consolidation Worksheet-Acquisition Method
For Year Ending December 31, 2015 Noncontrolling Consolidated
What criteria did the FASB use to evaluate the desirability of each alternative?
The FASB evaluated whether the classifications conformed to current definitions
of financial statement elements (assets, liabilities, or equity) as articulated in
FASB Concept Statement No. 6.
In what specific ways did FASB Concept Statement 6 affect the FASB’s evaluation
of these alternatives?
From SFAS 160 paragraphs 32-34
If it required that the noncontrolling interest be reported in the
mezzanine, the Board would have had to create a new element—
noncontrolling interest in subsidiaries—specifically for consolidated
financial statements. The Board concluded that no compelling reason
exists to create a new element specifically for consolidated financial
statements to report the interests in a subsidiary held by owners other
than the parent. The Board believes that using the existing elements of
financial statements along with appropriate labeling and disclosure
provides financial information in the consolidated financial statements
that is representationally faithful, understandable, and relevant to the
entity’s owners, creditors, and other resource providers.
2. What are employee replacement awards? How did Coca-Cola account for the
replacement award value provided to the former employees of CCE?
Employee replacement award represent various share-based payments to
employees that the acquiring firm replaces with new awards based on its
shares. The ASC requires that if replacement awards are based on past service,
their fair value is included in consideration transferred. If the replacement
award are for future service, their value is expensed as incurred. Coca-Cola
followed the ASC for its replacement awards (10-K Note 2).
3. How did Coca-Cola account for its 33 percent interest in CCE prior to the
acquisition of the 67 percent not already owned by Coca-Cola?
Coca-Cola used the equity method to account for its previous 33 percent
investment in CCE (10-K page 53).
4. Upon acquisition of the additional 67 percent interest, how did Coca-Cola
account for the change in fair value of its original 33 percent ownership
interest?
“We remeasured our equity interest in CCE to fair value upon the close of the
transaction. As a result, we recognized a gain of approximately $4,978 million,
which was classified in the line item other income (loss) — net in our
consolidated statement of income.” (10-K Note 2).
INSTAPOWER: FASB ASC AND IFRS RESEARCH CASE
1. What is the total consideration transferred by Q-Car to acquire its 90 percent
controlling interest in InstaPower?
Cash $60,000,000
Shares of Q-Car stock 27,000,000
Contingency 10,000,000
Total consideration transferred $97,000,000
The shares of Q-Car stock and the contingency are both measured at their
acquisition-date fair values (ASC 805-30-30-7, ASC 805-30-25-5).
2. What values should Q-Car assign to identifiable assets and liabilities as part of
the acquisition accounting?
Cash $ 270,000
Accounts receivable 800,000
Land 2,930,000
Building 19,000,000
Machinery 46,000,000
Trademark 8,000,000
Research and development asset 14,000,000
Accounts payable (1,000,000)
Total identifiable net asset fair value $90,000,000 (ASC 805-20-30-1)