advanced accounting concepts and practice ninth edition arnold j. pahler copyright © 2006 by...

Advanced AccountingConcepts and

PracticeNinth Edition

Arnold J. Pahler

Copyright © 2006 by South-Western Publishing, Inc. All rights reserved.

Produced in the United States of America

ISBN 0-32-423353-1

CHAPTER 1

WHOLLY OWNED SUBSIDIARIES—

AT DATE OF CREATION

Copyright © 2006 by South-Western. All rights reserved.

FOCUS OF CHAPTER 1• Internal Expansion—Choosing Between

Subsidiary vs. Branch Form of Organization

• Created Subsidiaries—As Opposed to Acquired Subsidiaries

(addressed in Chapters 4-6)• Consolidation—The Required Manner of

Reporting for a Parent and a Subsidiary—with few exceptions.


Subsidiary Versus Branch:Each Has Its Advantages

• Legal considerations—limited [subsidiary] versus unlimited [branch] liability.

• Tax considerations—Pay IRS when earnings occur [branch] vs. when dividends are paid [subsidiary].

• Patent protection—Keep it [branch] or lose it.

• Marketplace identity—To create it, use the subsidiary form of organization.

• Practicality—Branch is simple.


Consolidation: The Concept

• A “pro forma” presentation—it means “as if” the parent and subsidiary were a SINGLE legal entity with one or more branches.

• It is a LEGAL FICTIONAL PRESENTATION (an accounting mirage).


Consolidation: The Concept• Remember—the parent has the POWER

to liquidate the subsidiary into a branch (thus shattering the subsidiary’s “protective shell”).

The result: A SINGLE legal entity.

2 - 1 = 1


Consolidation: The 3 Considerations

• In buying real estate, the three most important considerations are “location, location, and location.”

• In determining whether consolidation is appropriate, the three most important considerations are “control, control, and control.”


Control:It Means Having Power

• To hire and fire management.

• To set management’s compensation.

• To decide when to pay dividends.


Control (cont.):It Means Having Power

• To approve operating, capital, and R&D budgets.

• To direct the use of the subsidiary’s assets.

• To liquidate the subsidiary into a division if desired.


Control: By What Means?• The Usual Way—Owning more than 50%

of the subsidiary’s outstanding voting stock (50% plus only 1 share will do it).

• The Unusual Way—Having contractual agreements or financial arrangements that effectively achieves control.


Control: Ways It Can Be Lost Or Lessened

• Bankruptcy filing—the judge takes control.

• Foreign government intervention in day-to-day operations.

• Currency transfer restrictions imposed by a foreign government.

• Dividend restrictions imposed by U.S. government regulatory authorities (banking and S&L industries).


Loss of Control: To What Extent?• SUBSTANTIAL or COMPLETE

LOSS OF CONTROL—stop consolidating:– Bankruptcy.– Foreign government intervention.– Severe long-term currency transfer or

dividend restrictions. • SIGNIFICANT LOSS OF CONTROL—

use judgment as to consolidating.


When to Consolidate: What’s Not Relevant

• Whether the subsidiary:– Is a foreign subsidiary.– Is in a different line of business.– Is making or losing money.– Pays dividends.– Is a start-up company.– Operates under a “hands-off”

decentralized operating policy.


Consolidation: Aggregated versus Disaggregated Format• AGGREGATED Presentation:

– Sum the parent’s and subsidiary’s accounts.

– Makes sense if in the same lines of business.


Consolidation: Aggregated Versus Disaggregated Format

• DISAGGREGATED Presentation:– Present subsidiary’s accounts

separately (“layered,” “tiered,” “stacked,” or “pancake” format).

– Makes sense if in different lines of business.


Types of Entries:How Do They Differ?

• Adjusting journal entries (AJEs).• Reclassifying journal entries (RJEs).• Reversing entries.• Proposed journal entries (by auditors)

(PJEs).• Consolidation entries.

– Posted only to worksheets.– Produce a substitution result.


Review Question #1• Under GAAP, a valid reason for NOT

CONSOLIDATING is that the subsidiary:A. Is located in a developing country. B. Has no intercompany transactions.C. Buys 100% of its inventory from its parent.D. Is in a weak financial condition.E. Is larger than its parent.F. Is reporting substantial losses.G. None of the above.


Review Question #1With Answer

• Under GAAP, a valid reason for NOT CONSOLIDATING is that the subsidiary:A. Is located in a developing country. B. Has no intercompany transactions.C. Buys 100% of its inventory from its parent.D. Is in a weak financial condition.E. Is larger than its parent.F. Is reporting substantial losses.G. None of the above.


Review Question #2• Under GAAP, CONSOLIDATION is a

JUDGMENT CALL if the subsidiary:A. Is in the midst of bankruptcy proceedings. B. Has virtually no cash.C. Is a start-up company.D. Is thinly capitalized.E. Is legally unable to pay dividends.F. Has liabilities exceeding assets.G. None of the above.


Review Question #2With Answer

• Under GAAP, CONSOLIDATION is a JUDGMENT CALL if the subsidiary:A. Is in the midst of bankruptcy proceedings. B. Has virtually no cash.C. Is a start-up company.D. Is thinly capitalized.E. Is legally unable to pay dividends.F. Has liabilities exceeding assets.G. None of the above.


Review Question #3• CONTROL enables the parent to do ALL

of the following except: A. Liquidate the sub. B. Sell the sub. C. Replace the sub’s board of directors. D. Replace the sub’s management. E. Set management compensation levels. F. Approve capital and operating budgets. G. None of the above.


Review Question #3 With Answer

• CONTROL enables the parent to do ALL of the following except:A. Liquidate the sub.B. Sell the sub.C. Replace the sub’s board of directors.D. Replace the sub’s management.E. Set management compensation levels.F. Approve capital and operating budgets. G. None of the above.


Review Question #4• The DISAGGREGATED manner of

presentation:A. Is required under GAAP.B. Is NOT allowed under GAAP.C. Makes most sense if the parent and sub are in the same line of business.D. Is a “layered” reporting format.E. Is required if the sub is a foreign sub.F. None of the above.



• The DISAGGREGATED manner of presentation:A. Is required under GAAP.B. Is NOT allowed under GAAP.C. Makes most sense if the parent and sub are in the same line of business.D. Is a “layered” reporting format.E. Is required if the sub is a foreign sub.F. None of the above.


Review Question #5• Which entries are NOT posted to a G/L?

A. Adjusting journal entries (AJEs). B. Reclassifying journal entries (RJEs). C. Reversing entries. D. Consolidation entries. E. B & C. F. B & D. G. B, C, & D. H. None of the above.



• Which entries are NOT posted to a G/L? A. Adjusting journal entries (AJEs). B. Reclassifying journal entries (RJEs). C. Reversing entries. D. Consolidation entries. E. B & C. F. B & D. G. B, C, & D. H. None of the above.


End of Chapter 1(Appendix material follows)

• Time to Clear Things Up—Any Questions?


Branches—The Existing Legal Entity

Merely Becomes LARGER

• CENTRALIZED Accounting:– Branch’s assets, liabilities, & income

statement accounts are coded separately in the home office G/L.

– Combining worksheet is NOT prepared.

• DECENTRALIZED Accounting:– Branch keeps its own separate G/L.– Combining worksheet IS prepared.

Ap

pen

dix


Subsidiary and Branch Compared SUBSIDIARY BRANCH Equity accts. used:

C/S, APIC, R/E

Home Off. Capital

P/L accts. used:

Equity in Net Income

Branch Income

ACCOUNT ANALYSIS USED ON WORKSHEET: Subsidiary--Standard analysis of Retained Earnings. Branch--Home Office Capital is SEPARATED between (1) the net income and (2) the preclosing balance.

Ap

pen

dix

advanced accounting concepts and practice ninth edition arnold j. pahler copyright © 2006 by...

Documents

southwestern publishing

paid subsidiary

unlimited branch liability

dividend restrictions

currency transfer restrictions

single legal entity

important considerations

conceptrememberthe parent