CHAPTER 6 CONSOLIDATED FINANCIAL STATEMENTS: ON DATE OF BUSINESS COMBINATION The title of each problem is followed by the estimated time in minutes required for completion and by a difficulty rating. The time estimates are applicable for students using the partially filled-in working papers. Pr. 6–1 Parr Corporation (20 minutes, easy) Journal entries for business combination (parent and partially owned subsidiary relationship) and working paper elimination on date of business combination. Goodwill is involved. Pr. 6–2 Philly Corporation (30 minutes, easy) Preparation of journal entries for business combination involving partially owned subsidiary. Working paper elimination and working paper for consolidated balance sheet. Goodwill acquired by parent company. Pr. 6–3 Pellman Corporation (25 minutes, easy) Journal entries for business combination with wholly owned subsidiary. Bargain-purchase excess is involved. Preparation of working paper for consolidated balance sheet and related working paper elimination. Pr. 6–4 Powell Corporation (40 minutes, medium) Journal entries for business combination in which partially owned subsidiary paid out-of-pocket costs of the combination. Goodwill acquired by parent company. Preparation of working paper elimination and working paper for consolidated balance sheet. Pr. 6–5 Pyr Corporation (30 minutes, easy) Preparation of journal entries for business combination involving wholly owned subsidiary with unimpaired goodwill. Preparation of working paper for consolidated balance sheet and working paper elimination. Pr. 6–6 Pali Corporation (45 minutes, strong) Given unconsolidated and consolidated balance sheets of parent company and partially owned subsidiary, reconstruct working paper elimination. Goodwill is involved. Pr. 6–7 Pagel Corporation (40 minutes, easy) The McGraw-Hill Companies, Inc., 2006 Solutions Manual, Chapter 6 198
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CHAPTER 6CONSOLIDATED FINANCIAL STATEMENTS:
ON DATE OF BUSINESS COMBINATION
The title of each problem is followed by the estimated time in minutes required for completion and by a difficulty rating. The time estimates are applicable for students using the partially filled-in working papers.
Pr. 6–1 Parr Corporation (20 minutes, easy)
Journal entries for business combination (parent and partially owned subsidiary relationship) and working paper elimination on date of business combination. Goodwill is involved.
Pr. 6–2 Philly Corporation (30 minutes, easy)
Preparation of journal entries for business combination involving partially owned subsidiary. Working paper elimination and working paper for consolidated balance sheet. Goodwill acquired by parent company.
Pr. 6–3 Pellman Corporation (25 minutes, easy)
Journal entries for business combination with wholly owned subsidiary. Bargain-purchase excess is involved. Preparation of working paper for consolidated balance sheet and related working paper elimination.
Pr. 6–4 Powell Corporation (40 minutes, medium)
Journal entries for business combination in which partially owned subsidiary paid out-of-pocket costs of the combination. Goodwill acquired by parent company. Preparation of working paper elimination and working paper for consolidated balance sheet.
Pr. 6–5 Pyr Corporation (30 minutes, easy)
Preparation of journal entries for business combination involving wholly owned subsidiary with unimpaired goodwill. Preparation of working paper for consolidated balance sheet and working paper elimination.
Pr. 6–6 Pali Corporation (45 minutes, strong)
Given unconsolidated and consolidated balance sheets of parent company and partially owned subsidiary, reconstruct working paper elimination. Goodwill is involved.
Pr. 6–7 Pagel Corporation (40 minutes, easy)
Journal entries for business combination with partially owned subsidiary. Working paper elimination and working paper for consolidated balance sheet. Goodwill is involved.
Pr. 6–8 Porcino Corporation (45 minutes, medium)
Journal entries for business combination with wholly owned subsidiary involving bargain-purchase excess. Preparation of working paper elimination and working paper for consolidated balance sheet.
Pr. 6–9 Pandit Corporation (45 minutes, strong)
Journal entries to correct inventories errors in subsidiary's accounting records, which have not been closed. Preparation of working paper elimination and working paper for consolidated balance sheet. Bargain-purchase excess and minority interest are involved.
The McGraw-Hill Companies, Inc., 2006Solutions Manual, Chapter 6 198
Pr. 6–10 Pliny Corporation (45 minutes, medium)
Journal entry for business combination with wholly owned subsidiary. Part of consideration for subsidiary is bonds issued by parent company at a discount that must be computed. Preparation of working paper elimination and working paper for consolidated balance sheet. Subsidiary has outstanding bonds that must be valued at present value. Goodwill is involved.
Pr. 6–11 Parthenia Corporation (45 minutes, medium)
Given erroneous parent company journal entry for business combination and erroneous working paper for consolidated balance sheet, prepare a correcting journal entry and correct working paper elimination and working paper for consolidated balance sheet. Subsidiary is partially owned. Goodwill is involved.
ANSWERS TO REVIEW QUESTIONS
1. Consolidated financial statements for a parent company and its subsidiaries are similar to combined financial statements for home office and branches of a single legal entity in that both types of financial statements include the total revenue, expenses, assets, and liabilities of the constituent segments after all intracompany and intercompany transactions, profits or gains, and balances have been eliminated. The two types of financial statements are dissimilar because the separate legal entity status of a parent company and its subsidiaries necessitates more complex financial statement items, such as minority interest in net assets of subsidiary.
2. A subsidiary may be excluded from consolidated financial statements if it is undergoing court- supervised bankruptcy reorganization; if it is in a foreign country having severe production, monetary, or income tax restrictions; or if it has a participative minority interest.
3. No, a consolidated income statement is not required for the year ended on the date of a business combination. A purchase represents a fresh start for accounting purposes; thus, only a consolidated balance sheet is appropriate on the date of a business combination.
4. No, the subsidiary does not enter the current fair values of its identifiable net assets in its accounting records on the date of a business combination. To do so would violate the valuation principle of historical cost. Instead, working paper eliminations are used to reflect differences between carrying amounts and current fair values of the subsidiary's identifiable net assets in the consolidated balance sheet.
5. Eliminations for the preparation of consolidated financial statements are working paper entries only. They are not entered in the accounting records of either the parent company or the subsidiary.
6. A working paper for consolidated balance sheet is used by an accountant to combine the separate balance sheets of a parent company and its subsidiaries into a single balance sheet for the combined enterprise. A consolidated balance sheet is the formal financial statement issued to stockholders of the parent company and other interested parties; it is prepared from data in the working paper for consolidated balance sheet.
7. Following are the three methods that have been proposed for valuing minority interest and goodwill in the consolidated balance sheet of a parent company and its partially owned subsidiary:
Method 1 Measure minority interest based on current fair value of subsidiary's identifiable net assets; compute goodwill as difference between parent company's cost and its share of current fair value of subsidiary's identifiable net assets.
Method 2 Measure minority interest based on carrying amount of subsidiary's identifiable net assets; compute goodwill as in Method 1.
Method 3 Measure minority interest and goodwill based on current fair value of 100% of subsidiary's total net assets, based on independent measurement of minority interest or by inference from the cost of parent company's investment in the subsidiary.
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8. Under the parent company concept of consolidated financial statements, the minority interest in net assets of subsidiary is considered to be a liability that is increased each accounting period by the minority interest in net income of subsidiary (an expense) and decreased by dividends paid to minority stockholders. Under the economic unit concept of consolidated financial statements, the minority interest in net assets of subsidiary is treated as a part of consolidated stockholders' equity, and the minority interest in net income of subsidiary is considered to be a distribution of consolidated net income.
9. The principal limitation of consolidated financial statement results in the following problems, among others:
(1) Users of consolidated financial statements cannot determine from them the operating results, financial position, or cash flows of individual subsidiaries.
(2) Creditors of the constituent companies comprising the combined enterprise cannot ascertain the asset coverages for their respective claims.
(3) Asset liens that affect the rights of creditors are difficult to disclose and explain in consolidated financial statements.
(4) Because consolidated financial statements are a composite, a weak subsidiary is difficult to distinguish from a strong one.
10. Push-down accounting is the valuation of net assets (and related revenue and expenses) in the separate financial statements of a subsidiary at their current fair values as reflected in the consolidated financial statements.
SOLUTIONS TO EXERCISES
Ex. 6–1 1. a 9. c [($100,000 + $15,000) – $10,000 = $105,000]2. a 10. a3. a 11. a4. d 12. b5. c 13. c6. a 14. b7. d 15. a [$1,200,000 – ($1,250,000 x 0.80) = $200,000; $1,250,000 x 0.20 = $250,000]8. b 16. c
Ex. 6–2 Computation of amount of goodwill in Mar. 31, 2005, consolidated balance sheet of Prye Corporation and subsidiary:
Cost of Prye Corporation's investment in Stark Company common stock $8,200,000Less: Current fair value of Stark's identifiable net assets
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Ex. 6–3 a. Computation of amount of goodwill in Dec. 31, 2005, consolidated balance sheet of Phyll Corporation and subsidiary:
Cost of Phyll Corporation's investment in Single Company common stock $1,560,000Less: Single’s total stockholders’ equity
($100,000 + $200,000 + $600,000) $900,000Excess of carrying amount of Single’s inventories
over current fair value ($510,000 – $450,000) (60,000)Excess of current fair value of Single's plant assets over carrying amount ($1,000,000 – $900,000) 100,000
Current fair value of Single's identifiable net assets 940,000Amount of goodwill $ 620,000
b. Consolidated retained earnings on the date of a business combination includes the parent company's retained earnings only; therefore, consolidated retained earnings on the date of the Phyll Corporation-Single Company business combination is: $2,500,000
Ex. 6–4 a. Computation of amount of goodwill in Dec. 31, 2005, consolidated balance sheet of Pelerin Corporation and subsidiary:
Cost of Pelerin Corporation’s investment in South Company common stock $2,000,000
Less: Current fair value of South's identifiable net assets($100,000 + $200,000 + $1,500,000 – $100,000) 1,700,000
Goodwill in consolidated balance sheet $ 300,000
b. Computation of amount of plant assets in Dec. 31, 2005, consolidated balance sheet of Pelerin Corporation and subsidiary:Plant assets (net) of Pelerin Corporation $5,000,000Add: Current fair value of South Company's plant assets
(net) $1,500,000Less: Excess of current fair value of South's identifiable net
assets ($1,700,000) over cost of Pelerin's investment in South ($1,600,000) 100,000 1,400,000
Plant assets (net) in consolidated balance sheet $6,400,000
Investment in Sykes Company Common StockPerth 440,000Retained EarningsSykes 90,000
To eliminate intercompany investment and equity accounts of subsidiary on date of business combination and to establish difference between current fair values and carrying amounts of subsidiary's inventories and plant assets, with remainder to goodwill. (Income tax effects are disregarded.)
Ex. 6–8 Journal entries for Prox Corporation, Nov. 1, 2005:
Investment in Senna Company Common Stock (10,000 x $30) 300,000Common Stock (10,000 x $10) 100,000Paid-in Capital in Excess of Par 200,000
To record issuance of 10,000 shares of common stock for 85 of the 100 shares of Senna Company's outstanding common stock in a business combination. (Income tax effects are disregarded.)
Investment in Senna Company Common Stock 36,800Paid-in Capital in Excess of Par 20,000
Cash 56,800To record payment of out-of-pocket costs of business combination with Senna Company.
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Ex. 6–9 a. Journal entries for Ploy Corporation, Feb. 28, 2005:Investment in Skye Company Common Stock 150,000
Cash 50,000Common Stock (5,000 x $10) 50,000Paid-in Capital in Excess of Par (5,000 x $10) 50,000
To record payment of cash and issuance of common stock for 8,800 of the 10,000 outstanding shares of Skye Company common stock in a business combination.
Investment in Skye Company Common Stock 15,000Paid-in Capital in Excess of Par 10,000
Cash 25,000To record payment of out-of-pocket costs of business combination with Skye Company.
b. Computations for consolidated balance sheet of Ploy Corporation and subsidiary, Feb.
28, 2005:
(1) Goodwill:Cost of Ploy's investment in Skye ($150,000 + $15,000) $165,000Less: Ploy's share of current fair value of Skye's identifiable net assets [($10,000 + $30,000 + $60,000 + $20,000 + $80,000 – $30,000) x 0.88] 149,600 Goodwill $ 15,400
(2) Minority interest in net assets of subsidiary:Current fair value of Skye's identifiable net assets [from (1)] $170,000Minority share (100% – 88%) 0.12Minority interest in net assets of subsidiary ($170,000 x 0.12) $ 20,400
Ex. 6–10 a. Consolidated current assets $146,000Less: Current assets of Pullin Corporation (106,000)Add: Style Company receivable from Pullin 2,000 Total current assets in Style Company’s separate balance sheet, July 31, 2005 $ 42,000
b. Style Company’s current assets (from a) $ 42,000Style’s plant assets ($370,000 – $10,000 – $270,000) 90,000Style’s current liabilities ($28,000 – $15,000 + $2,000) (15,000 ) Total stockholders’ equity in Style Company’s separate balance sheet, July 31, 2005 $117,000
Alternative computation:Current fair value of Style Company's identifiable net assets ($38,100
0.30) $127,000Less: Difference between current fair value and carrying amount of
Style's plant assets 10,000 Carrying amount of Style's identifiable net assets (equal to Style
Company's stockholders' equity) $117,000
c. Investment in Style Company common stock $100,000Less: Current fair value of Style's identifiable net assets acquired by
Pullin Corporation ($127,000 x 0.70) 88,900 Goodwill in consolidated balance sheet, July 31, 2005 $ 11,100
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Ex. 6–11 Computation of debit to Goodwill and credit to Minority Interest in Net Assets of Subsidiary:Implied value of 100% of subsidiary's net assets ($800,000 0.80) $1,000,000Less: Current fair value of subsidiary's identifiable net assets ($50,000 +
Implied value of 100% of subsidiary's net assets (above) $1,000,000Minority interest percentage 0.20Credit to Minority Interest in Net Assets of Subsidiary ($1,000,000 x 0.20) $ 200,000
Ex. 6–12 Computation of minority interest in net assets of subsidiary and goodwill by three alternative methods:
Method 1 Identifiable net assets recognized at current fair value; minority interest based on current fair value of identifiable net assets:
Minority interest: $800,000 x 0.20 = $160,000
Goodwill: $700,000 – ($800,000 x 0.80) = $60,000
Method 2 Identifiable net assets recognized at current fair value only to extent of parent company's interest; remainder of net assets and minority interest reflected at carrying amounts:
Minority interest: $600,000 x 0.20 = $120,000
Goodwill: $700,000 – ($800,000 x 0.80) = $60,000
Method 3 Current fair value (through inference) assigned to total net assets of subsidiary, including goodwill:
Minority interest: ($700,000 0.80) x 0.20 = $175,000
Goodwill: ($700,000 0.80) – $800,000 = $75,000
Ex. 6–13 Working paper elimination for Pismo Corporation and subsidiary, May 31, 2005:Common StockSobol 300,000Retained EarningsSobol 400,000InventoriesSobol 40,000LandSobol 50,000Building (net)Sobol 60,000GoodwillPismo [$760,000 – ($850,000 x 0.80)] 80,000
Investment in Sobol Company Common StockPismo 760,000Minority Interest in Net Assets of Subsidiary ($850,000 x 0.20) 170,000
Ex. 6–14 a. Cost of investment in subsidiary’s common stock $165,660Less: Goodwill (5,280 ) Cost attributable to identifiable net assets of subsidiary $160,380 Current fair value of identifiable net assets of subsidiary ($60,000 +
$35,250 + $50,100 + $3,900 + $28,500 + $4,500) $182,250 Percentage of subsidiary's outstanding common stock acquired by parent
company ($160,380 $182,250) 88%
b. Aggregate current fair value of subsidiary’s identifiable net assets (computed in a) $182,250
c. Cost of investment in subsidiary $165,660Parent company’s ownership percentage (from a) 88%Inferred total current fair value of all subsidiary's net assets ($165,660
0.88) $188,250(continued)
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Less: Aggregate current fair value of subsidiary's identifiable net assets (from a and b) (182,250 )
Goodwill under inference method $ 6,000
d. Inferred total current fair value of all subsidiary's net assets (from c) $188,250Minority interest percentage (100% – 88% owned by parent company) 12% Minority interest under inference method ($188,250 x 0.12) $ 22,590
CASES
Case 6–1 If one considers the definition of a quasi-reorganization in Chapter 7A of Accounting Research Bulletin No. 43, “Restatement and Revision of Accounting Research Bulletins,” it is difficult to accept the premise that push-down accounting procedures should be the same as those for quasi-reorganizations. A subsidiary that issues separate financial statements has not been reorganized; that is, its parent company has not elected to restate its assets, capital stock, and retained earnings through a readjustment, as that term is used in ARB 43, Chapter 7A. On a going-concern basis, the subsidiary's retained earnings should not be written off; to do so would be to misstate the dividend-paying ability of the subsidiary. Unfortunately, the “new basis accounting” component of the FASB's “Consolidations and Related Matters” project was inactive in mid-2003; guidance for push-down accounting is sorely needed.
Case 6–2 Given the FASB's definition of fair value in recent Statements (for example, Nos. 67, 87, 115, and 121) as the amount at which an asset could be bought or sold in a current transaction between willing parties, the arbitrary reduction of asset values required by FASB Statement No. 141 is not justifiable. The FASB should consider whether there has been an enhancement of the paid-in capital of a combinor in a bargain purchase acquisition of a combinee, as a justification for overturning paragraph 44 of FASB Statement No 141.
Case 6–3 Subsequent to Photo Corporation's assignment of 15,000 shares of Soto Company common stock owned by Photo to the voting trust, the trustee thereof has custody of 55% [(40,000 + 15,000) (105,000 – 5,000) = 0.55] of Soto's outstanding common stock. However, unless Photo has lost its control, as defined by the FASB, Photo may continue to issue consolidated financial statements that include Soto's, because the term of the voting trust is three years.
Case 6–4 a. Paley Corporation's journal entry for its investment in common stock of Saye Company appears to be in accord with the provisions of APB Opinion No. 29, “Accounting for Nonmonetary Transactions.” Relevant provisions of APB Opinion No. 29 follow:1
[T]he cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss should be recognized on the exchange. The fair value of the asset received should be used to measure the cost if it is more clearly evident than the fair value of the asset surrendered.
The price of $1,000 a share in an unrelated sale of nearly the same number of shares of Saye Company common stock as the shares acquired by Paley Corporation provides an appropriate measure of the current fair value of the Saye common stock acquired by Paley because a current fair value for the transferred research and development projects is unavailable.
1APB Opinion No. 29, "Accounting for Nonmonetary Transactions," AICPA (New York: 1973), par. 18.
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b. The $55,000 gain was realized in a transaction between the parent company and the former stockholder of the subsidiary; thus, the gain is not an intercompany gain requiring elimination. Further, only a consolidated balance sheet is appropriate for Paley Corporation and Saye Company on July 31, 2005, because purchase accounting is required for the Paley-Saye business combination. Assuming that the two companies adopted a July 31 fiscal year, the gain would not appear in a consolidated income statement for Paley Corporation and subsidiary for the year ended July 31, 2005.
Case 6–5 Although Patrick Corporation does not own more than 50% of Stear Company's outstanding common stock, and thus in legal form does not have a majority ownership of Stear, Patrick's officers constitute a majority of Stear's board of directors. Further, Patrick has only to convert the $500,000 face amount of Stear's bonds to Stear common stock in order to obtain a majority (50,000 of 90,000 shares) of Stear's outstanding common stock. For the foregoing reasons, Patrick substantively controls Stear, and consolidated financial statements are appropriate for Patrick Corporation and Stear Company.
Case 6–6 a. Purchase accounting requires a fresh start with respect to accounting for the net assets of the subsidiary. This fresh start necessitates stating net assets of the subsidiary at their current fair values in the consolidated balance sheet on the date of the business combination. Similar treatment should be given to the subsidiary's net assets in its separate balance sheet, for the sake of consistency if for no other reason. Further, to state the net assets of a wholly owned subsidiary at their carrying amounts in the subsidiary's accounting records would imply that the subsidiary was the same going concern it was before the business combination. Such an inference is unwarranted.
b. Generally accepted accounting principles do not sanction write-ups of assets of a going concern to their current fair values. The fact that Silver Company has become a subsidiary of Pinch Corporation does not change its separate legal existence or its status as a going concern. Moreover, increasing Silver's asset valuations would necessitate an adjustment of Silver's stockholders’ equity in a manner that has not yet been standardized by the FASB. Further, recognizing goodwill in Silver's balance sheet would violate the principle that goodwill should be recognized only when purchased. Pinch, not Silver, acquired the goodwill.
c. Despite the Securities and Exchange Commission's sanctioning of “push-down accounting” for certain subsidiaries of parent companies that report to the SEC, the author supports the position of Silver's controller. Prior to the action by the FASB, too many unresolved problems are associated with write-ups of assets to make this course of action feasible. However, a note to Silver's separate balance sheet should disclose the business combination with Pinch and the current fair values included in the consolidated balance sheet for Silver's assets.
Case 6–7 The controller of Purdido Corporation may ethically comply with the CFO's instructions only if it is probable that a business combination will be enacted soon enough to permit use of the materials and services attributable to the abandoned SEC filing in a filing in connection with a completed combination. However, it seems likely that many of the costs incurred in the abandoned filing related solely to services and materials with respect to Sontee Company; if so, such costs should be recognized as a loss. An additional paid-in capital ledger account may be debited only for costs directly associated with a specific issuance of common stock.
Case 6–8 It is not unusual for opinions of the staff of the AICPA to be at variance with those of the SEC; a publicly owned company is subject to that agency's jurisdiction. The CFO should carefully analyze the facts regarding the CEO's planned corporation investment and compare those facts with the issues in AAER 34 and “Reporting on Company Where Options to Acquire Control Exists.” If, substantively, the corporation established by the CEO is controlled by the CFO's corporate employer, consolidated financial statements are required.
Case 6–9 Student Michael is probably correct in asserting that the minority interest in net assets of a subsidiary is not a liability, as that element is defined in paragraph 35 of Statement of
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Financial Accounting Concepts No. 6, “Elements of Financial Statements” (CON 6). However, given the definition of equity in paragraph 49 of CON 6 as the residual interest in the assets of an entity that remains after deducting its liabilities and the positions taken by the FASB, as described on page xxx of the textbook, Michael's statement that minority interest is not a part of consolidated stockholders' equity may be challenged. Nonetheless, for many years proponents of the parent company concept have maintained that minority stockholders of a subsidiary, who exercise no significant influence on either the subsidiary or the parent company, are in substance a special class of creditors of the consolidated entity.
In view of the foregoing, student Roger's suggestion that minority interest in net assets of a subsidiary be displayed between liabilities and stockholders' equity in a consolidated balance sheet has merit. Financial statement users could decide whether minority interest is debt or equity when they compute the consolidated enterprise's debt-to-equity ratio.
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20 Minutes, EasyParr Corporation Pr. 6–1
a. Parr Corporation
Journal Entries
20 05
Sept 30 Investment in Sane Company Common Stock 1 0 0 0 0 0 0
Cash 1 0 0 0 0 0 0
To record acquisition of 90,000 of the 100,000
outstanding shares Sane Company in a business
combination.
30 Investment in Sane Company Common Stock 8 0 0 0 0
Cash 8 0 0 0 0
To record payment of out-of-pocket costs of business