CH Analisis Aktivitas Investasi
CH Analisis Aktivitas Investasi
CH Analisis Aktivitas Investasi
CHAPTER
05
5-2
Investment account:
Initially recorded at acquisition cost
Increased by % share of investee earnings
Decreased by dividends received
Income:
Investor reports % share of investee company earnings
as equity earnings in its income statement
Dividends are reported as a reduction of the investment
account, not as income
5-5
Business Combinations
The merger, acquisition, reorganization, or restructuring of two or more
businesses to form another business entity
Motivations
Business Combinations
Accounting for Business Combinations
Nonamortization of goodwill
5-10
Business Combinations
Consolidated Financial Statements
Consolidated
Consolidated financial
financial statements
statements report
reportthe
theresults
resultsof
ofoperations
operations
and
andfinancial
financialcondition
conditionof
ofaaparent
parentcorporation
corporationand
andits
itssubsidiaries
subsidiariesin
inone
one
set
setof
ofstatements
statements
Basic Technique of Consolidation
Consolidation
Consolidationinvolves
involvestwo
twosteps:
steps:aggregation
aggregationand
andelimination
elimination
Aggregation
Aggregationof
ofassets,
assets,liabilities,
liabilities,revenues,
revenues,and
and
expenses of subsidiaries with the parent
expenses of subsidiaries with the parent
Elimination
Eliminationof
ofintercompany
intercompanytransactions
transactions
(and
(andaccounts)
accounts)between
betweensubsidiaries
subsidiariesand
andthe
theparent
parent
Note:Minority
Note: Minority interest
interestrepresents
representsthe
theportion
portionof
ofaasubsidiarys
subsidiarysequity
equity
securities
securitiesowned
ownedby
byother
otherthan
thanthe
theparent
parentcompany
company
5-11
Business Combinations
Consolidation Illustration
On
OnDecember
December 31,31,Year
Year 1,
1, Synergy
SynergyCorp.
Corp. purchases
purchases100% 100%of
of
Micron
MicronCompany
Companyby by exchanging
exchanging10,000
10,000shares
shares ofof its
its common
common
stock
stock($5
($5par
par value,
value, $77
$77market
marketvalue)
value)for
forall
allof
of the
thecommon
common
stock
stockof
ofMicron.
Micron.
On
Onthethedate
dateofofthe
theacquisition,
acquisition, the
the book
bookvalue
valueof
of Micron
Micronisis
$620,000.
$620,000.Synergy
Synergyisiswilling
willingto
topay
paythe
themarket
market price
priceof of
$770,000
$770,000because
becauseititfeels
feelsthat
that Microns
Micronsproperty,
property,plant,
plant, and
and
equipment
equipment(PP&E)
(PP&E) isisundervalued
undervaluedby by$20,000,
$20,000, itithas
hasanan
unrecorded
unrecorded trademark
trademarkworth
worth $30,000
$30,000andandintangible
intangiblebenefits
benefits
of
of the
thebusiness
businesscombination
combination(corporate
(corporatesynergies,
synergies,market
market
position,
position,and
andthethelike)
like)are
arevalued
valued atat $100,000.
$100,000.
5-12
Business Combinations
Consolidation Illustration
The
Thepurchase
purchaseprice
priceis,
is,therefore,
therefore,allocated
allocatedas
asfollows:
follows:
Purchase
Purchaseprice
price 770,000
770,000
Book
Bookvalue
valueof
ofMicron
Micron 620,000
620,000
Excess
Excess 150,000
150,000
Excess
Excessallocated
allocatedtoto useful
usefullife
life annual
annual
deprec/amort.
deprec/amort.
Undervalued
UndervaluedPP&E
PP&E 20,000
20,000 10
10 2,000
2,000
Trademark
Trademark 30,000
30,000 55 6,000
6,000
Goodwill
Goodwill 100,000
100,000 indefinite
indefinite -0-
-0-
150,000
150,000
5-13
5-14
Business Combinations
Synergy Corp and Micron Company
Consolidated Income Statement Steps
The four consolidation entries are
1. Replace $620,000 of the investment account with the book
value of the assets acquired. If less than 100% of the subsidiary
is owned, the credit to the investment account is equal to the
percentage of the book value owned and the remaining credit is
to a liability account, minority interest.
2. Replace $150,000 of the investment account with the fair value
adjustments required to fully record Microns assets at fair
market value.
3. Eliminate the investment income recorded by Synergy and
replace that account with the income statement of Micron. If
less than 100% of the subsidiary is owned, the investment
income reported by the Synergy is equal to its proportionate
share, and an additional expense for the balance is reported for
the minority interest in Microns earnings.
4. Record the depreciation of the fair value adjustment for
Microns PP&E and the amortization of the trademark. Note,
there is no amortization of goodwill under current GAAP.
5-15
Business Combinations
Synergy Corp and Micron Company
Consolidated Income Statement Steps
Income statement of Synergy is combined with that of Micron.
Depreciation / amortization of excess of purchase price over the
book value of Microns assets is recorded as an additional
expense in the consolidated income statement.
Any intercompany profits on sales of inventories held by the
consolidated entity at year-end, along with any intercompany
profits on other asset transactions, are eliminated.
Equity investment account on Synergys balance sheet is
replaced with the Micron assets / liabilities to which it relates.
Consolidated assets / liabilities reflect the book value of Synergy
plus the book value of Micron, plus the remaining undepreciated
excess of purchase price over the book value of Micron assets.
Goodwill, which was previously included in the investment
account balance, is now broken out as a separately identifiable
asset on the consolidated balance sheet.
5-16
Business Combinations
Impairment of Goodwill
Goodwill recorded in the consolidation process is subject to
annual review for impairment.
The fair market value of Micron is compared with the book
value of its associated investment account on Synergys books.
If the current market value is less than the investment balance,
goodwill is deemed to be impaired and an impairment loss
must be recorded in the consolidated income statement.
Impairment loss reported as a separate line item in the
operating section of Synergys consolidated income statement.
A portion of the goodwill contained in Synergys investment
account is written off, and the balance of goodwill in the
consolidated balance sheet is reduced accordingly.
5-17
Business Combinations
Issues in Business Combinations
Contingent
ContingentConsideration
Consideration--aacompany
companyusually
usuallyrecords
recordsthetheamount
amountof of
any
anycontingent
contingentconsideration
considerationpayable
payableininaccordance
accordancewith withaapurchase
purchase
agreement
agreementwhen whenthe thecontingency
contingencyis isresolved
resolvedandandthetheconsideration
considerationisis
issued
issuedororissuable.
issuable.
Allocating
AllocatingTotalTotalCostCost--once
onceaacompany
companydetermines
determinesthe thetotal
totalcost
costof
ofan
an
acquired
acquiredentity,
entity,ititis
isnecessary
necessaryto toallocate
allocatethis
thiscost
costtotoindividual
individualassets
assets
received;
received;thetheexcess
excessof oftotal
totalcost
costover
overthe
theamounts
amountsassigned
assignedto toidentifiable
identifiable
tangible
tangibleand
andintangible
intangibleassets
assetsacquired,
acquired,less
lessliabilities
liabilitiesassumed,
assumed,is isrecorded
recorded
as
asgoodwill.
goodwill.
In-Process
In-ProcessResearch
Research& &Development
Development(IPR&D)(IPR&D)-- somesomecompanies
companiesare are
writing
writingoff
offaalarge
largeportion
portionofofan
anacquisitions
acquisitionscosts
costsas aspurchased
purchasedresearch
research
and
anddevelopment.
development.PendingPendingaccounting
accountingstandard
standardwillwillrequire
requirecapitalization
capitalizationofof
IRR&D
IRR&Dandandannual
annualtesting
testingfor
forimpairment.
impairment.
Debt
Debtin inConsolidated
ConsolidatedFinancialFinancialStetements
Stetements--Liabilities
Liabilitiesin
inconsolidated
consolidated
financial statements do not operate as a lien upon
financial statements do not operate as a lien upon a common a common
pool
poolofofassets.
assets.
5-18
Business Combinations
Issues in Business Combinations
Gain
Gainononsubsidiary
subsidiary stock
stocksales
sales --The
Theequity
equityinvestment
investmentaccount
accountisis
increased
increasedvia
viasubsidiary
subsidiarystock
stocksales.
sales.Companies
Companiescan canrecord
recordthe
thegain
gaineither
either
to
toincome
incomeor
orto
toAPIC
APIC
Consequences
Consequencesof of Accounting
AccountingforforGoodwill
Goodwill--goodwill
goodwillisisnot
notpermanent
permanent
and
andthe
thepresent
presentvalue
valueof
ofsuper
superearnings
earningsdeclines
declinesas
asthey
theyextend
extendfurther
furtherinto
into
the
thefuture
futurefuture
futureimpairment
impairmentlosses
lossesare
arelikely
likely
Push
PushDown
DownAccounting
Accounting --aacontroversial
controversialissue
issueisishow
how thetheacquired
acquired
company
company(from
(fromaapurchase)
purchase)reports
reportsassets
assetsand
andliabilities
liabilitiesin
inits
itsseparate
separate
financial
financialstatements
statements(if
(ifthat
thatcompany
companysurvives
survivesasasaaseparate
separateentity)
entity)
5-19
Business Combinations
Additional Limitations of Consolidated Financial Statements
Financial statements of the individual companies composing the
larger entity are not always prepared on a comparable basis.
Consolidated financial statements do not reveal restrictions on use
of cash for individual companies. Nor do they reveal intercompany
cash flows or restrictions placed on those flows.
Companies in poor financial condition sometimes combine with
financially strong companies, thus obscuring analysis.
Extent of intercompany transactions is unknown unless the
procedures underlying the consolidation process are reported.
Accounting for the consolidation of finance and insurance
subsidiaries can pose several problems for analysis. Aggregation
of dissimilar subsidiaries can distort ratios and other relations.
5-20
Business Combinations
Consequences of Accounting for Goodwill
Business Combinations
Pooling Accounting
Used prior to the passage of the current business
combination accounting standards.
Disallowed for combinations initiated post June 30, 2001.
Companies may continue its use for acquisitions accounted for
under that method prior to the effective date of the standard.
Under the purchase method, the investment account is debited for the
purchase price. Under the pooling method, this debit is in the amount of
the book value of the acquired company. Assets are not written up from
the historical cost balances reported on the investee company balance
sheet, no new intangible assets are created in the acquisition, and no
goodwill is reported. The avoidance of goodwill was the principle attraction
of this method.
5-22
Business Combinations
Pooling method Illustration
On
OnDecember
December 31,31,Year
Year 1,
1, Synergy
SynergyCorp.
Corp. purchases
purchases100% 100%of
of
Micron
MicronCompany
Companyby by exchanging
exchanging10,000
10,000shares
shares ofof its
its common
common
stock
stock($5
($5par
par value,
value, $77
$77market
marketvalue)
value)for
forall
allof
of the
thecommon
common
stock
stockof
ofMicron.
Micron.
On
Onthethedate
dateofofthe
theacquisition,
acquisition, the
the book
bookvalue
valueof
of Micron
Micronisis
$620,000.
$620,000.Synergy
Synergyisiswilling
willingto
topay
paythe
themarket
market price
priceof of
$770,000
$770,000because
becauseititfeels
feelsthat
that Microns
Micronsproperty,
property,plant,
plant, and
and
equipment
equipment(PP&E)
(PP&E) isisundervalued
undervaluedby by$20,000,
$20,000, itithas
hasanan
unrecorded
unrecorded trademark
trademarkworth
worth $30,000
$30,000andandintangible
intangiblebenefits
benefits
of
of the
thebusiness
businesscombination
combination(corporate
(corporatesynergies,
synergies,market
market
position,
position,and
andthethelike)
like)are
arevalued
valued atat $100,000.
$100,000.
5-23
Business Combinations
Pooling method Illustration
5-24
Pooling method Illustration
5-25
International Activities
Translation of Foreign Currencies
Methods to translate:
1.Temporal
2.Current rate (most commonly
used)
5-26
1. Historical
2. Current
3. Specific
4. Weighted average
Current rate vs. Temporal EXCHANGE RATE USED FOR TRANSLATION 5-27
Illustration
5-29
The End
CHAPTER
05
Thank You!