ch16

FINANCIAL ACCOUNTING

RICHARD G. SCHROEDER

MYRTLE W. CLARK

JACK M. CATHEY

THEORY AND ANALYSIS:

TEXT AND CASES11TH EDITION

CHAPTER 16ACCOUNTING FOR

MULTIPLE ENTITIES

Introduction Businesses find it useful to combine

operations for efficiencies of scale Accounting issues for

multiple entities: Business combinations Consolidations and segment reporting Foreign currency translation

Business Combinations

Wyatt’s classifications1. Classical era

2. Second wave

3. Third era Why do businesses combine?1. Tax consequences2. Growth and diversification3. Financial considerations4. Competitive pressure5. Profit and retirement

Business Combinations Two methods of acquisition

1. Cash

2. Exchange of stock

Accounting Method

Purchase

Pooling of Interests

Accounting Treatment

Fair Market Value& Goodwill

Book Value

Criticisms of the Pooling of Interests Method

Accounting is distorted Investment is not disclosed Assets undervalued Income overstated in

subsequent years

FASB decision Economic consequences

arguments 2001: SFAS 141 (FASB ASC

805) abolished further use

The Fresh Start Method

Some combinations are a merger of equals in which none of the combined companies survive

Revalue all assets as if it were a newly formed entity

The Purchase Method Must be used

When one company acquires the net assets of a business And also obtains control over that business

SFAS No. 141 applies to both incorporated and unincorporated businesses

2007: Revised standard SFAS No. 141(R) (FASB ASC 805)

The Acquisition Method SFAS No. 141(R): broadened scope of purchases Changed name to acquisition method When a business combination is created by an

exchange of stock, requires that the following “pertinent facts and circumstances” be taken into consideration (FASB ASC 805-10-55-12) :

a. The relative voting rights b. The existence of a large minority voting interest c. The composition of the governing body d. The composition of senior management e. The terms of exchange of equity securities.

Subsequently allocate cost to all identifiable assets with remainder to goodwill

Steps in The Acquisition Method Identify acquiring entity

Determine cost of acquisition Historical cost prior to SFAS No. 141

Revised standard: acquirer must recognize all assets acquired, liabilities assumed, and any noncontrolling interest at fair value (exit value)

Business Combinations II

FASB – IASB project on business combinations Phase 1- Valuation of intangibles (IFRS No. 3 and

SFAS No. 141) Phase 2 – Develop a common set of principles

intended to improve the completeness, relevance and comparability of financial information about business combinations.

2007: FASB determined business combinations should be recorded at fair value as defined is SFAS ASC 820 Now used under guidelines in FASB ASC 805

Consolidation When one business organization has control over

another they should report as a unified whole Now required by FASB ASC 810-10-25 ARB No. 51 criteria

Parent-subsidiary relationship Control Maintenance of control Operate as integrated unit Approximate fiscal years

Principles Cannot own or owe itself Cannot make a profit by selling to itself

The Concept of Control

The power of one entity to direct or cause the direction of the management and operating and financing policies of another entity

Control is presumed when the parent Owns the majority of the subsidiary’s outstanding common

stock Has the ability to dominate the subsidiary’s board of directors Has the ability to dissolve the entity

Should control be presumed in cases of less than 50% ownership?

The Modified Approach to Control

FASB Exposure Draft Asks the question:

Is consolidation required?1. Is the entity a special purpose entity and is it a

transferor or its affiliate? (Use SFAS No 140 – see FASB ASC 860 – criteria)

2. Are the permitted activities and powers of the entity significantly linked?

If not the presumption of control exists3. Are powers limited? Can the party change the entity’s purpose?

If so consolidate Also consolidate if no new cash outlay or benefits exceed new cash

outlay4. If step 3 does not require consolidation, assess whether variable

interests are significant

Theories of Consolidation

Entity theory

Parent company theory

Emphasis is on control of a group of legal entities operating as a single unit

Purpose of consolidated statements is to provide information for parent company stockholders

Noncontrolling Interest

Definition Placement

Liability Separately presented Stockholder equity

Noncontrolling interest and theories of consolidation Doesn’t meet SFAC definition of liability FASB ED suggests “non-controlling interest in

subsidiaries” Report as separate component of stockholders’ equity

Additional Issues

Proportionate consolidation Ignore minority interest

Goodwill

Drawbacks to consolidation Loss of information

Should it be attributed to minority interest?

Special Purpose Entities Partnership, corporation, trust, or joint

venture Created for a limited purpose Limited life and limited activities Designed to benefit a single company

Primary motive for most SPEs Off-balance sheet financing Often to avoid reporting capital leases under SFAS No. 13

(See FASB ASC 840) Companies are able to avoid consolidation of SPEs in which

they do not have a majority voting interest SPE is created by an asset transfer

The assets are sold to the SPE To achieve off-balance sheet treatment Minimum (previously 3%, now 10%) investment from an

independent third party investor is required

Special Purpose Entities SFAS No. 140, “Accounting for Transfers and Servicing of Financial

Assets and Extinguishments of Liabilities” Outlines requirements to qualify an SPE for non-consolidation

Transferor company, has surrendered control over the transferred assets (and thus has a sale) when all of the following conditions are met:

a. The transferred assets have been put beyond the reach of the transferor and its creditors

b. Each transferee (SPE) has the right to pledge or exchange the assets and no conditions constrain the transferee from taking advantage of its right to pledge or exchange

c. The transferor does not maintain effective control over the transferred assets through either

1. An agreement that entitles and obligates the transferor to repurchase or redeem the transferred assets before maturity or

2. The ability to unilaterally cause the holder to return specific assets, other than through a cleanup call

Special Purpose Entities FIN No. 46, 2003, “Consolidation of Certain Special

Purpose Entities” Later amended by FIN 46R

Company may have controlling financial interest but no voting interest

Variable interest entities (VIEs) Intent: require consolidation only if VIE did not effectively

disperse risks and benefits SFAS No. 167, Dec. 2009, “Amendments fo FASB

Interpretation No. 46(R) Required analysis of controlling financial interest in VIE Assess whether a company has implicit financial responsibility

Segmental Reporting Required under SFAS No. 131 (FASB ASC 280) How it became a factor

SEC line-of-business reporting NYSE recommendations

Why important? Various operations may have differing prospects for growth

rate of profitability and degrees of risk Assessment of decentralized management

What to disclose Operations in different industries Foreign operations Major customers

SFAS No 14 (1976, since superseded) Criteria Definition

Identity segment Reportable segment Revenue Operating profit or

loss Identifiable assets

Reporting guidelines Reportable segments Information to be

disclosed Where to disclose

SFAS No. 131(FASB ASC 280-10-50-20 to 25)

Operating segment Report balance sheet

and income statement information about each operating segment

Include other specified information If it is included in the measurement of segment profit

Include other geographic information Include reliance on major customers

FASB ASC 280

Goal: use enterprise’s internal organization so reportable operating segments will be readily evident

Definition of operating segment Major problems:

Determination of reportable segments Allocation of joint costs Transfer pricing

Reportable Segments

Meet any of following quantitative thresholds1. Reported revenue is >= 10% of combined revenue

2. Reported profit (loss) >= 10% of combined profit (loss)

3. Assets >= 10% of combined assets Some segments can be aggregated FASB ASC 280-10-50 requires

specific disclosures

Foreign Currency Translation

Foreign currency translation issues Increase of foreign operations Allowing dollar to float on world market

Necessary to state financial statements in a common measuring unit

Problems: When do you measure difference? How do you translate specific assets and liabilities

Methods of translation Current – Noncurrent Monetary – Nonmonetary Current Rate Method Temporal Method

FASB and Foreign Currency Translation

SFAS No. 8 (since superseded) Closely follows the temporal method Measure in conformity with US GAAP Record transactions at initial exchange rate Use balance sheet date or measurement date as

basis for translation of balance sheet items Use transaction date for revenues and expenses Exchange gains and losses in income Gains and losses from foreign exchange contracts in

income

FASB and Foreign Currency Translation

SFAS No. 52 (FASB ASC 830) SFAS No. 8 produced distortions SFAS No. 52 adopted functional currency

approach Record transactions in functional currency Adjust, if necessary to comply with GAAP Translate into currency of reporting

company Transaction gains and losses reported in

OCI If local currency is not functional currency

- gains and losses in income

Foreign Currency Translation – Additional Issues

Translation vs. Remeasurement Translation – expressing amounts denominated

or measured in a different currency Remeasurement – measuring transactions

originally denominated in a different unit of currency (use temporal method

Foreign currency hedges Fair value hedge Cash flow hedge Hedge of net investment in foreign operations

International Accounting Standards

The IASC has issued standards dealing with the following issues:

IAS No 21(revised)

The Effects of Changes in Foreign

Exchange Rates

IAS No. 27

(Revised)

Consolidated

Financial

Statements and

Accounting for

Investments in

Subsidiaries

IFRS No 8

Operating Segments

(ReplacesIAS No. 14)

IFRS No 3

Business

Combinations

(replaces

IAS No. 22)

Revised IAS No. 27 (2008): Consolidated Financial Statements and Accounting for Investments in Subsidiaries

More in line with U. S. GAAP Standard to be applied

1. For group of entities under control of a parent, and2. Accounting for investments when entity presents separate financial

statements Consolidation required

Ownership of > 50% of voting rights Ability to govern Ability to appoint or remove majority of board of directors Ability to cast majority votes at board of directors meetings

IAS No. 27: Consolidated Financial Statements and Accounting for Investments in Subsidiaries

Parent companies should present consolidated financial statements When it has the ability to control its subsidiaries

Major Revisions to IAS No. 27

1. IAS No. 27 permits wholly owned (and virtually wholly-owned) subsidiaries to be excluded from consolidation

2. If the exemption is applied, an entity should disclose:

a. The reason for not publishing consolidated financial statements

b. The name of the parent that publishes consolidated financial statements that comply with IFRS.

3. Minority interests should be presented in equity, separately from parent shareholders' equity.

4. The exemptions from consolidation are tightened

IAS No 21: The Effects of Changes in Foreign Exchange Rates

Initially record transactions at historical cost Use monetary - nonmonetary method for subsequent transactions

Translate monetary items at current rate Translate nonmonetary items at either historical or current rate

depending upon when they were measured Exchange gains and losses reported as a component of stockholders’

equity

IFRS No 3: Business Combinations

Requires all business combinations to be accounted for using the purchase method The pooling of interests method is prohibited

Acquirer must be identified for all business combinations

IFRS No 3: Business Combinations

The acquirer measures the cost of a business combination At the sum of the fair values,

at the date of exchange, of Assets given, Liabilities incurred or assumed, And equity instruments issued

by the acquirer

The acquirer recognizes separately, at the acquisition date, The acquiree's identifiable

Assets, Liabilities And contingent liabilities

That satisfy specified recognition criteria

ISRS No. 8: Operating Segments

Adopts requirements of IFRS No. 131 except for some terminology

“Management Approach” Operating segments become

reportable based on threshold tests related to Revenues Results Assets

Requires disclosure of “measure” of profit or loss and total assets

richard schroeder

Changed

New Developments

New pronouncements dealing with multiple entities:

IFRS No. 11

Joint Arrangements

IFRS No. 10

Consolidated

Financial

Statements

IFRS No. 12

Disclosure of

Interests in

Other Entities

ISRS No. 10: Consolidated Financial Statements

Outlines requirements for preparation and presentation of consolidated financial statements

Requires entities to consolidate entities it controls. Requires a parent entity (an entity that controls one or more

other entities) to present consolidated financial statements Objective: Establish principles for presentation and

preparation of consolidated financial statements. It: Defines the principle of control and establishes control as the

basis for consolidation Sets out how to apply the principle of control to identify whether

an investor controls an investee and therefore must consolidate the investee

Sets out the accounting requirements for the preparation of consolidated financial statements

Defines an investment entity and sets out an exception to consolidating particular subsidiaries of an investment entity

Contains special accounting requirements for investment entities.

richard schroeder

Expaanded this discussion


An investor determines whether it is a parent by assessing whether it controls one or more investees.

An investor controls an investee if the investor has all of the following elements: Power over the investee—i.e., the investor has existing

rights that give it the ability to direct the relevant activities (the activities that significantly affect the investee’s returns)

Exposure, or rights, to variable returns from its involvement with the investee

The ability to use its power over the investee to affect the amount of the investor’s returns


However, a parent need not present consolidated financial statements if it meets all of the following conditions: It is a wholly owned subsidiary or is a partially owned subsidiary

of another entity, and its other owners, including those not otherwise entitled to vote, have been informed about, and do not object to, the parent not presenting consolidated financial statements.

Its debt or equity instruments are not traded in a public market). It did not file, nor is it in the process of filing, its financial

statements with a securities commission or other regulatory organization for the purpose of issuing any class of instruments in a public market.

Its ultimate or any intermediate parent of the parent produces consolidated financial statements available for public use that comply with IFRSs


The following principles apply when preparing consolidated financial statements: Combine like items of assets, liabilities, equity, income,

expenses, and cash flows of the parent with those of its subsidiaries.

Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary.

Eliminate in full intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full).


A parent presents noncontrolling interests in its consolidated statement of financial position within equity separately from the equity of the owners of the parent.

A reporting entity attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the noncontrolling interests.

The proportion allocated to the parent and noncontrolling interests are determined on the basis of present ownership interests.

The reporting entity also attributes total comprehensive income to the owners of the parent and to the noncontrolling interests even if this results in the noncontrolling interests having a deficit balance.


If a parent loses control of a subsidiary, the parent: Derecognizes the assets and liabilities of the former subsidiary

from the consolidated statement of financial position Recognizes any investment retained in the former subsidiary at

its fair value when control is lost and subsequently accounts for it and for any amounts owed by or to the former subsidiary in accordance with relevant IFRSs.

That fair value is regarded as the fair value on initial recognition of a financial asset in accordance with IFRS No. 9 or, when appropriate, the cost on initial recognition of an investment in an associate or joint venture

Recognizes the gain or loss associated with the loss of control attributable to the former controlling interest


IFRS N0. 10 contains special accounting requirements for investment entities.

Where an entity meets the definition of an investment entity, it does not consolidate its subsidiaries or apply IFRS No. 3 when it obtains control of another entity.

IFRS No. 10 provides that an investment entity should have the following typical characteristics: It has more than one investment. It has more than one investor. It has investors that are not related parties of the entity. It has ownership interests in the form of equity or similar

interests. An investment entity is required to measure an investment in

a subsidiary at fair value in accordance with IFRS No. 9 or IAS No. 39.

ISRS No. 11: Joint Arrangements

Outlines accounting by entities that jointly control an arrangement.

Basic principle: A party to a joint arrangement determines

type of joint arrangement by assessing rights and obligations.

Party accounts for rights and obligations in accordance with that type of joint arrangement.


A joint arrangement is an arrangement of which two or more parties have joint control. A joint arrangement has the following characteristics: The parties are bound by a contractual arrangement. The contractual arrangement gives two or more of those

parties joint control of the arrangement. Joint arrangements are either joint operations or joint

ventures: A joint operation is a joint arrangement whereby the

parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement


A joint operator recognizes in relation to its interest in a joint operation: Its assets, including its share of any assets held jointly Its liabilities, including its share of any liabilities incurred

jointly Its revenue from the sale of its share of the output of the

joint operation Its share of the revenue from the sale of the output by the

joint operation Its expenses, including its share of any expenses incurred

jointly A joint operator accounts for the assets, liabilities,

revenues and expenses relating to its involvement in a joint operation in accordance with the relevant IFRSs.


A joint venturer recognizes its interest in a joint venture as an investment and shall account for that investment using the equity method in accordance with IAS No. 28

A party that participates in, but does not have joint control of, a joint venture usually accounts for its interest in the arrangement in accordance with IFRS No. 9.

The accounting for joint arrangements in an entity’s separate financial statements depends on the involvement of the entity in that joint arrangement and the type of the joint arrangement: If the entity is a joint operator or joint venturer it shall account for its

interest as a joint operation If the entity is a party that participates in, but does not have joint

control of, a joint arrangement it shall account for its interest: As a joint operation As a joint venture in accordance with IFRS No. 9

IFRS No. 12: Disclosure of Interests in Other Entities

Consolidated disclosure standard Requires wide range of disclosures about an

entity’s interests in subsidiaries and other entities

Objective: Require disclosure of information that enables users of financial statements to evaluate: Nature of interests in other entities Effects of interests on financial performance


An entity discloses information about significant judgments and assumptions it has made in determining: That it controls another entity That it has joint control of an arrangement or

significant influence over another entity The type of joint arrangement when the

arrangement has been structured through a separate vehicle


An entity shall disclose information that enables users of its consolidated financial statements to: Understand the composition of the group Understand the interest that noncontrolling interests have in the

group’s activities and cash flows Evaluate the nature and extent of significant restrictions on its

ability to access or use assets, and settle liabilities, of the group Evaluate the nature of, and changes in, the risks associated with

its interests in consolidated structured entities Evaluate the consequences of changes in its ownership interest in

a subsidiary that do not result in a loss of control Evaluate the consequences of losing control of a subsidiary

during the reporting period

Copyright © 2014 John Wiley & Sons, Inc. All rights reserved.Reproduction or translation of this work beyond that permitted in Section 117 of the 1976 United States Copyright Act without the express written consent of the copyright owner is unlawful. Request for further information should be addressed to the Permissions Department, John Wiley & Sons, Inc. The purchaser may make back-up copies for his/her own use only and not for distribution or resale. The Publisher assumes no responsibility for errors, omissions, or damages, caused by the use of these programs or from the use of the information contained herein.

Prepared by Kathryn Yarbrough, MBA

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