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Special purpose entities (spes) are often highly leveraged (high ratio of debt / equity or debt / assets) parent must have: 1. 50% or less of sub's common O / E, or 2. For SPE's outside residual claim must bear substantial risk; de facto implementation has required 3% of total assets. Equity Method vs. Consolidation of subsidiaries Operating leases (vs. Capital lease) Synthetic leases.
Special purpose entities (spes) are often highly leveraged (high ratio of debt / equity or debt / assets) parent must have: 1. 50% or less of sub's common O / E, or 2. For SPE's outside residual claim must bear substantial risk; de facto implementation has required 3% of total assets. Equity Method vs. Consolidation of subsidiaries Operating leases (vs. Capital lease) Synthetic leases.
Special purpose entities (spes) are often highly leveraged (high ratio of debt / equity or debt / assets) parent must have: 1. 50% or less of sub's common O / E, or 2. For SPE's outside residual claim must bear substantial risk; de facto implementation has required 3% of total assets. Equity Method vs. Consolidation of subsidiaries Operating leases (vs. Capital lease) Synthetic leases.
RCJ Chapter 11 (pg 583-585) & Chapter 16 (pg 891-895) Paul Zarowin 2 Key Issues 1. Special Purpose Entity (SPE) 2. Definition, types of activity 3. Rules for off-B/S accounting 4. Partial vs. full consolidation (to put on B/S) 5. Example 6. Ratio effects
Paul Zarowin 3 Off-Balance Sheet Debt In order not to appear too risky firms that operate in debt intensive industry, such as energy, communication and airline, try to keep debt off the balance sheet. Construct deals in such a way as to avoid reporting debt/liabilities. Well review several forms of off-balance sheet financing: Special purpose entities Equity method vs. consolidation of subsidiaries Operating leases (vs. capital lease) Synthetic leases Paul Zarowin 4 Special Purpose Entity (SPE) Subsidiary, partnership, etc. set up for specific, finite period, activity. Often highly leveraged (high ratio of debt/equity or debt/assets). Also for ongoing investments, subs, joint ventures.
Paul Zarowin 5 Consolidation of Subs, SPEs To avoid consolidation of SPE subsidiary, investment, or joint venture, parent must have: 1. 50% or less of subs common O/E, or 2. for SPEs outside residual claim must bear substantial risk; de facto implementation has required 3% of total assets. Example: A = L + E SPE 100 94 6 P=parent 97 94 (upto 97) 3 (or less) Outside owner 3 0 3 key point: keep debt off of the Balance Sheet
Paul Zarowin 6 Equity Method vs. Consolidation Equity method for parent investment in A or B: DR Investment 1 CR Cash or C/S 1
A = L + E D/E D/A P=parent 2 1 1 1.0 .50 Sub A 1 0 1 0 0 Sub B 10 9 1 9.0 .90 note: both subs have same BV of O/E = 1 (assume BV = MV, so GW = 0) Consolidation of A into P Consolidation of B into P DR Assets 1 CR Cash or C/S 1 DR Assets 10 CR Cash or C/S 1 CR Liab. 9 subs As and Ls not recognized; only O/E recognized subs As and Ls recognized Paul Zarowin 7 One Line Consolidation Under the equity method, subsidiaries net assets (A-L) collapse into one line usually called investment. Equity method is often called one line consolidation 8 Effect of Consolidation on D/E and D/A A = L + E D/E D/A Pay cash 2* 1 1 1.0 .50 Pay C/S 3 1 2 .50 .33 * no change since DR to subs assets is cancelled by CR to cash A = L + E D/E D/A Pay cash 2 1 1 1.0 .50 Pay C/S 3 1 2 .50 .33 A = L + E D/E D/A Pay cash 11 10 1 10 .91 Pay C/S 12 10 2 5 .83 Ps Equity method for A and B: P consolidates A: (same as equity method since L = 0) P consolidates B: key issue: incentives for equity method vs. consolidation Start with Ps A=L+E and add JEs effects from slide #6 Paul Zarowin 9 Correction JE To go from equity method to consolidation: sub A DR Assets 1 CR Investment 1
sub B DR Asset 10 CR Investment 1 CR Liab 9 Key point: replace investment with assets and liabs Ex. P16-16, sections 1-3
10 Solution (Correction JE): Partial or Full Consolidation Ps owns x% in Subs common O/E Ps investment in sub: External interest: common equity of sub owned by parties other than parent Note: (3) I + E = O/E = A L Key point: replace investment with assets and liabs
L) - x%(A O/E x% I (1) L) - x%)(A 1 ( O/E x%) 1 ( E (2) Partial consolidation: recognized fractional share of Subs Assets and Liabs Full consolidation: recognized all of Subs Assets and Liabs and External Interest DR x% Assets CR x% Liab CR Investment [Must balance from (1) above] DR Assets CR Liab CR Investment CR External interest [Must balance from (3) above]
Assume GW=0 11 Example Ex: Parent = Petroleum and Sub = Supply P owns 40% of S and uses equity method (GW = 0)
A = L + E Cash Inventory A/R PPE Investment 100 200 300 280 20 A/P LT debt 200 200 500 900 400 500 A = L + E Cash Inventory A/R PPE 20 50 50 180 A/P LT debt
80 170 50 300 250 50 Parent: Sub: Q: What indicates the % Parent owns of Sub? 12 Proportionate (Partial) Consolidation Petroleum Equity Method + 40% * Supply = consolidated B/S Assets cash 100 8 DR 108 inventory 200 20 DR 220 A/R 300 20 DR 320 PPE 280 72 DR 352 investment 20 (20) CR - total assets 900 100 1000 liabs A/P 200 32 CR 232 LTDebt 200 68 CR 268 O/E 500 - 500 tot liab+O/E 900 100 1000
Remember: this j.e. eliminates investment (see slide #10) 13 Full Consolidation (balance sheet) Petroleum Equity Method + 100% * Supply = consolidated B/S Assets cash 100 20 DR 120 inventory 50 DR 250 A/R 300 50 DR 350 PPE 280 180 DR 460 investment 20 (20) CR - total asset 900 280 1180 liabs A/P 200 80 CR 280 LT Debt 200 170 CR 370 external interest - 30 CR 30 O/E 500 - 500 tot liab +O/E 900 280 1180
Remember: this j.e. eliminates investment (see slide #10) Paul Zarowin 14 Example (contd) Note: What % of subs A + L are recognized? equity method < proportionate consolidation < full consolidation: recognize more and more of the Subs assets and liabilities
Note: Ps O/E is equal for equity method; proportionate consolidation; and full consolidation So D/E
15 Income Statement (assume no inter-company sales) Subs NI = 10; 40% * 10 = 4 = Ps equity in NI of S P S Prop Full Rev 1000 200 1080 1200 Equity in NI of Sub 4 - - - CGS 800 140 856 940 SG&A 80 26 90 106 Int exp 20 17 27 37 External interest in Ss NI - - - 6 pre-tax inc 104 17 107 111 tax exp 40 7 43 47 NI 64 10 64 64 Note: #s in bold are positive; #s not in bold are negative
Note: NI is equal for equity method, proportionate consolidation, full consolidation.
16 Consolidation JE for I/S Proportionate:
Full:
DR CGS 56 SGA 10 Int 7 Tax 3 Equity in NI 4 CR Revenue 80 eliminate DR CGS 140 SGA 26 Int 17 external 6 Tax 7 Equity in NI 4 CR Revenue 200 eliminate Paul Zarowin 17 Ratios Ratio Equity method Proportionate Consol Full Consol LTDebt/OE 200/500 = .40 268/500=.54 370/500=.74 ROA (NI/TA) 64/900=.071 64/1000=.064 64/1180=.054
Note: equity method proportionate consolidation full consolidation: ROA LTDebt/OE
Note: Since Ps NI and O/E are equal under all 3 methods, ROE (= NI O/E) is equal
Ex. C16-5 Ratios 18 Ex: Partial or Full Consolidation with GW (GW = MV - BV of Ps Investment) x% = Ps ownership % in Subs common O/E I = Investment = x% O/E + GW = (x% Assets - x% Liab) + GW E = external interest = (1-x%) O/E = (1-x%) Assets - (1-x%) Liab I + E = O/E + GW = A - L + GW Note: dont recognize GW for external interest; only for fraction owned by parent
Partial consolidation: recognized fractional share of Subs Assets and Liabs Full consolidation: recognized all of Subs Assets and Liabs and External Interest DR x% Assets DR GW CR x% Liab CR Investment DR Assets DR GW CR Liab CR Investment CR External interest