Chapter 2 reading comprehension

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Chapter 2 reading comprehension 1) Company Big acquires 100% of the stock of company Smaller. In its evaluation of Smaller, Big identifies some assets of value that are no longer on Smaller’s balance sheet, but must appear on the consolidated balance sheet of Big and Smaller because they are a legitimate factor in the purchase decision. Provide two examples of such assets. There are several instances in which some assets of value are no longer on Smaller’s balance sheet but must appear on the consolidated balance sheet of Big and Smaller because they are a legitimate factor in the purchase decision. One example of this would be if the subsidiary has unrecognized patents. As the textbook explains, “this is to be expected because current GAAP generally requires that companies expense (not capitalize) costs incurred to internally develop intangible assets.” Another example would be the costs associated with developing other trade related assets like copyrights or trademarks. The accounting treatment for these items would be similar to the one for the unrecognized patents, and would be recognized in the post-consolidation balance sheet. 2) Give two examples of circumstances that would compel financial statement consolidation when an investor acquires less than 50% of an investee's outstanding stock. Financial statement consolidation can occur when an investor acquires less than 50% of an investee’s outstanding stock if it can be demonstrated that the investor is a Variable Interest Entity (VIE) . These arrangements typically arise as a result of contractual arrangements rather than voting rights. Using the VIE model, there are five characteristics that suggest the investor
qualifies as a VIE and would consolidate their financial statements with the investee despite having less than 50% ownership: 1. The entity is thinly capitalized (the equity is not sufficient to fund the entity’s activities without additional financial support) 2. The equity holders lack the power to direct activities that most significantly impact the entity’s economic performance 3. Possess non-substantive voting rights 4. Lack the obligation to absorb the entity’s expected losses 5. Lack the right to receive the entity’s expected residual returns 3) What is "contingent consideration?" Give an example. Contingent consideration (i.e. earnout provisions) is often part of M&A deals, and is often used to bridge the gap between the buyer and the seller when there is disagreement as to the value of the company in question. As the book outlines, 19% of deals closing in 2020 had earnout provisions, which included terms tied to targets involving revenue, earnings, unit sales, product launches, divestitures of assets, etc. For instance, company A (the seller) would transfer some previously agreed upon sum of money or shares in company A to company B (the buyer) if specific targets are met post-acquisition (i.e. earning $50 million dollars of revenue per quarter, reaching milestones in the development of new products, etc.). 4) Describe the process of calculating goodwill when an investor acquires all of the stock of an investee.
When an investor acquires all the stock of an investee (100%), goodwill is calculated by comparing the fair value of the purchase price of the target company with the value of the acquired identifiable net assets. Using exhibits 2.8 and 2.9 in the book to illustrate: 5) What is pushdown accounting? When is it applied? Why is it used? Can it be revoked or applied at will? Pushdown accounting involves the practice of “pushing down” the Acquisition Accounting Premium (AAP) to the subsidiary’s pre-consolidation financial statements. When an acquiree elects to use pushdown accounting in its separate financial statements when an acquirer obtains control of the acquiree, the decision is irrevocable, and the acquiree must report the adoption of pushdown accounting as a change in accounting principle. On the acquisition date,
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the assets and liabilities of the acquired company are stepped up to fair value, and goodwill is recognized. Using exhibits 2.8 and 2.9 from the book (and the previous question) as guidance, the journal entries recorded by the acquiree would be as follows: In addition to this, the book provides a helpful comparison of the acquiree’s financial statements with and without pushdown accounting: