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CHAPTER 2
CONSOLIDATION OF FINANCIAL INFORMATION
Accounting standards for business combination are found in FASB ASC Topic 805, “Business
Combinations” and Topic 810, “Consolidation.” These standards require the acquisition method
which emphasizes acquisition-date fair values for recording all combinations.
In this chapter, we first provide coverage of expansion through corporate takeovers and an
overview of the consolidation process. Then we present the acquisition method of accounting for
business combinations followed by limited coverage of the purchase method and pooling of
interests provided in the Appendix to this chapter.
Chapter Outline
I. Business combinations and the consolidation process
A. A business combination is the formation of a single economic entity, an event that
occurs whenever one company gains control over another
B. Business combinations can be created in several different ways
1. Statutory merger—only one of the original companies remains in business as a
legally incorporated enterprise.
a. Assets and liabilities can be acquired with the seller then dissolving itself as a
corporation.
b. All of the capital stock of a company can be acquired with the assets and
liabilities then transferred to the buyer followed by the seller’s dissolution.
2. Statutory consolidation—assets or capital stock of two or more companies are
transferred to a newly formed corporation
3. Acquisition by one company of a controlling interest in the voting stock of a
second. Dissolution does not take place; both parties retain their separate legal
incorporation.
C. Financial information from the members of a business combination must be
consolidated into a single set of financial statements representing the entire economic
entity.
1. If the acquired company is legally dissolved, a permanent consolidation is
produced on the date of acquisition by entering all account balances into the
financial records of the surviving company.
2. If separate incorporation is maintained, consolidation is periodically simulated
whenever financial statements are to be prepared. This process is carried out
through the use of worksheets and consolidation entries. Consolidation
worksheet entries are used to adjust and eliminate subsidiary company accounts.
Entry “S” eliminates the equity accounts of the subsidiary. Entry “A” allocates
exess payment amounts to identifiable assets and liabilities based on the fair
value of the subsidiary accounts. (Consolidation journal entries are never
recorded in the books of either company, they are worksheet entries only.)
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Education.
APPENDIX:
The Purchase Method
A. The purchase method was applicable for business combinations occurring for fiscal
years beginning prior to December 15, 2008. It was distinguished by three
characteristics.
1. One company was clearly in a dominant role as the purchasing party
2. A bargained exchange transaction took place to obtain control over the second
company.
3. A historical cost figure was determined based on the acquisition price paid.
a. The cost of the acquisition included any direct combination costs.
b. Stock issuance costs were recorded as a reduction in paid-in capital and are
not considered to be a component of the acquisition price.
B. Purchase method procedures
1. The assets and liabilities acquired were measured by the buyer at fair value as of
the date of acquisition.
2. Any portion of the payment made in excess of the fair value of these assets and
liabilities was attributed to an intangible asset commonly referred to as goodwill.
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Education.
Chapter 02 - Consolidation Of Financial Information
3. If the price paid was below the fair value of the assets and liabilities, the accounts
of the acquired company were still measured at fair value except that the values of
certain noncurrent assets were reduced in total by the excess cost. If these values
were not great enough to absorb the entire reduction, an extraordinary gain was
recognized.
The Pooling of Interest Method (prohibited for combinations after June 2002)
A. A pooling of interests was formed by the uniting of the ownership interests of two
companies through the exchange of equity securities. The characteristics of a pooling
are fundamentally different from either the purchase or acquisition methods.
1. Neither party was truly viewed as an acquiring company.
2. Precise cost figures stemming from the exchange of securities were difficult to
ascertain.
3. The transaction affected the stockholders rather than the companies.
2-3
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Atticus on account of the attention given by him to the reproduction
for the reading public of Italy of the great classics of Greece. Atticus
was, however, a man of large means, gained chiefly through his
business as a banker and a farmer of taxes, and it appears to have
been to him a matter of indifference whether or not his publishing
undertakings returned any profits on the moneys invested in them.
Aldus began business without capital and died a poor man. Not
many of his books secured for the publisher profits as well as
prestige. He lived modestly and laboured continuously, but he
expended in fresh scholarly publishing undertakings all the receipts
that came to him from such of his ventures as proved remunerative.
As before pointed out, the payments made by Aldus for the work
of editing his series of classical publications, payments which were
probably the first ever made in Italy for literary work in connection
with printing, were not only of material service to many of the
impecunious Greek scholars, but must have served as precedents
for fixing, for Italy at least, a market value for literary service. The
payments to the Greek refugees included in a number of cases
compensation for the use of the manuscripts they had brought with
them, manuscripts which not infrequently constituted practically
everything in the shape of property that they had been able to save
from the grasp of the Turks. For a number of the more scholarly of
these refugees, places were made in the universities, or as we
should now say, Chairs were endowed, for instruction in the
language and literature of Greece. Aldus himself took the initiative in
inducing the Venetian Senate to institute such a professorship in
Padua for his friend Musurus.
For a number of years, a larger proportion of the scholars and the
manuscripts was absorbed by Venice than by any other of the Italian
cities. The production of books progressed more rapidly in Venice
than elsewhere, and the art of bookmaking reached a higher
perfection there during the first decade of the sixteenth century than
in any city in Europe. As before noted, however, Subiaco had
preceded Venice in the printing of books, while the use of Greek
type, in which Venice so rapidly attained pre-eminence, occurred first
in Milan. The introduction of illustrations into book-printing probably
originated in Rome.
Aldus Manutius.—It seems to me in order, for the purpose
of my narrative, to present in some detail the record of the life and
work of Aldus. The history of any representative printer-publisher
whose career belonged to the earlier stages of the business of
making and selling books, would have value in throwing light on the
extent of the difficulties and obstacles to be overcome and on the
nature of the methods adopted; the career of Aldus possesses,
however, not merely such typical value but a distinctive and
individual interest, as well because of the personality of the man as
on the ground of the exceptional importance, for his own community
and for future generations, of the service rendered by him.
Aldus Manutius was born at Bassiano in the Romagna, in 1450,
the year in which Gutenberg completed his printing-press. He
studied in Rome and in Ferrara, and after having mastered Latin, he
devoted himself, under the tutorship of Guarini of Verona, to the
study of Greek. Later, he delivered lectures on the Latin and Greek
classics. One of his fellow students in Ferrara was the precocious
young scholar Pico della Mirandola, whose friendship was
afterwards of material service. In 1482, when Ferrara was being
besieged by the Venetians and scholarly pursuits were interrupted,
Aldus was the guest of Pico at Mirandola, where he met Emanuel
Adramyttenos, one of the many Greek scholars who, when driven
out of Constantinople, had found refuge in the Courts of Italian
princes. Aldus spent two years at Mirandola, and under the influence
and guidance of Adramyttenos, he largely increased his knowledge
of the language and literature of Greece. His friend had brought from
the East a number of manuscripts, many of which found their way
into the library of Pico.
In 1482, Aldus took charge of the education of the sons of the
Princess of Carpi, a sister of Pico, and the zeal and scholarly
capacity which he devoted to his task won for him the life-long
friendship of both mother and sons. It was in Carpi that Aldus
developed the scheme of utilising his scholarly knowledge and
connections for the printing of Latin and Greek classics. The plan
was a bold one for a young scholar without capital. Printing and
publishing constituted a practically untried field of business, not
merely for Aldus but for Italy. Everything had to be created or
developed; knowledge of the art of printing and of all the
technicalities of book-manufacturing; fonts of type, Roman and
Greek; a force of type-setters and pressmen and a staff of skilled
revisers and proof-readers; a collection of trustworthy texts to serve
as “copy” for the compositors; and last, but by no means least, a
book-buying public and a book-selling machinery by which such
public could be reached.
It was the aim of Aldus, as he himself expressed it, to rescue from
oblivion the words of the classic writers, the monuments of human
intellect. He writes in 1490: “I have resolved to devote my life to the
cause of scholarship. I have chosen in place of a life of ease and
freedom, an anxious and toilsome career. A man has higher
responsibilities than the seeking of his own enjoyment; he should
devote himself to honourable labour. Living that is a mere existence
can be left to men who are content to be animals. Cato compared
human existence to iron. When nothing is done with it, it rusts; it is
only through constant activity that polish or brilliancy is secured.” The
world has probably never produced a publisher who united with
these high ideals and exceptional scholarly attainments, so much
practical business ability and persistent pluck.
The funds required for the undertaking were furnished by the
Princess of Carpi and her sons, probably with some co-operation
from Pico, and in 1494, Aldus organised his printing-office in Venice.
His first publication, issued in 1495, was the Greek and Latin
Grammar of Laskaris, a suitable forerunner for his great classical
series. The second issue from his Press was an edition of the Works
of Aristotle, the first volume of which was also completed in 1495.
This was followed in 1496 by the Greek Grammar of Gaza, and in
1497 by a Greek-Latin Dictionary compiled by Aldus himself.
The business cares of these first years of his printing business
were not allowed to prevent him from going on with his personal
studies. In 1502, he published, in a handsome quarto volume, a
comprehensive grammar under the title of Rudimenta Grammatices
Linguæ Latinæ, etc. cum Introductione ad Hebraicam Linguam, to
the preparation of which he had devoted years of arduous labour.
Piratical editions were promptly issued in Florence, Lyons, and Paris.
He also wrote the Grammaticæ Institutiones Græcæ (a labour of
some years), which was not published until 1515, after the death of
the author.
It will be noted that nearly all the undertakings to which he gave,
both as editor and as publisher, his earliest attention, were the
necessary first steps in the great scheme of the reproduction of the
complete series of the Greek classics. Before editors or proof-
readers could go on with the work of preparing the Greek texts for
the press, dictionaries and grammars had to be created. Laskaris,
whose Grammar initiated the series, was a refugee from the East,
and at the time of the publication of his work, was an instructor in
Messina. No record has been preserved of the arrangement made
with him by his Venetian publisher, a deficiency that is the more to be
regretted as his Grammar was probably the very first work by a living
author, printed in Italy. Gaza was a native of Greece, and was for a
time associated with the Aldine Press as a Greek editor.
In 1500, Aldus married the daughter of the printer Andrea
Torresano of Asola, previously referred to as the successor of the
Frenchman Jenson and the purchaser of Jenson’s matrices. In 1507,
the two printing concerns were united, and the savings of Torresano
were utilised to strengthen the resources of Aldus, which had
become impaired, probably through his too great optimism and
publishing enterprise.
During the disastrous years of 1509-1511, in which Venice was
harassed by the wars resulting from the League of Cambray, the
business came to a stand-still, partly because the channels of
distribution for the books were practically blocked, but partly also on
account of the exhaustion of the available funds. Friends again
brought to the publisher the aid to which, on the ground of his public-
spirited undertakings, he was so well entitled, and he was enabled,
after the peace of 1511, to proceed with the completion of his Greek
classics. Before his death in 1515, Aldus had issued in this series
the works of Aristotle, Plato, Homer, Pindar, Euripides, Sophocles,
Aristophanes, Demosthenes, Lysias, Æschines, Herodotus,
Thucydides, Xenophon, Plutarch, and others, in addition to a
companion series of the works of the chief Latin writers. The list of
publications included in all some 100 different works, comprised (in
their several editions) in about 250 volumes. Considering the special
difficulties of the times and the exceptional character of the original
and creative labour that was required to secure the texts, to prepare
them for the press, to print them correctly, and to bring them to the
attention of possible buyers, this list of undertakings is, in my
judgment, by far the greatest and the most honourable in the whole
history of publishing.
It was a disadvantage for carrying on scholarly publishing
undertakings in Venice, that the city possessed no university, a
disadvantage that was only partly offset by the proximity of Padua,
which early in the fifteenth century had come under Venetian rule. A
university would of course have been of service to a publisher like
Aldus, not only in supplying a home market for his books, but in
placing at his disposal scholarly assistants whose services could be
utilised in editing the texts and in supervising their type-setting. The
correspondence of members of a university with the scholars of
other centres of learning, could be made valuable also in securing
information as to available manuscripts and concerning scholarly
undertakings generally. In the absence of a university circle, Aldus
was obliged to depend upon his personal efforts to bring him into
relations, through correspondence, with men of learning throughout
Europe, and to gather about the Aldine Press a group of scholarly
associates and collaborators.
The chief corrector or proof-reader for Greek work of the Press
was John Gregoropoulos, of Candia. Some editorial service was
rendered by Theodore Gaza, of Athens, who took part, for instance,
in the work on the set of Aristotle. The most important, however, of
the Greek associates of Aldus was Marcus Musurus, of Crete,
whose name appears as the editor of the Aristophanes, Athenæus,
Plato, and a number of other of the Greek authors in the Aldine
series, and also of the important collection of Epistolæ Græcarum.
Musurus was an early friend of Pico, and later of his nephew,
Alberto Pio, and it was at Carpi that he had first met Aldus, with
whom he ever afterwards maintained a close intimacy. In 1502,
probably at the instance of Aldus, Musurus was called by the
Venetian Senate to occupy the Chair of belles-lettres at Padua, and
he appears to have given his lectures not only in the University, but
also in Venice. Aldus writes: “Scholars hasten to Venice, the Athens
of our day, to listen to the teachings of Musurus, the greatest scholar
of the age.”
In 1503, the Senate charged Musurus with the task of exercising a
censorship over all Greek books printed in Venice, with reference
particularly to the suppression of anything inimical to the Roman
Church. This seems to have been the earliest attempt in Italy to
supervise the work of the printing-press. It is natural enough that the
ecclesiastics should have dreaded the influence of the introduction of
the doctrines of the Greek Church, while it is certainly probable that
many of the refugees from Constantinople brought with them no very
cordial feeling towards Rome. The belief was very general that if the
Papacy had not felt a greater enmity against the Greek Church than
against the Turk, the Catholic states of Europe would have saved
Constantinople. The sacking of Constantinople by the Christian
armies of the Fourth Crusade was still remembered by the Christians
of the East as a crime of the Western Church. There were, therefore,
reasons enough why the authorities of Rome should think it
necessary to keep a close watch over the new literature coming in
from the East, and should do what was practicable to exclude all
doctrinal writings, and the censorship instituted in 1502 was the
beginning of a long series of rigorous enactments which proved,
however, much less practicable to carry out in Venice than
elsewhere in Italy.
Other literary advisers and associates of Aldus were Hieronymus
Alexander (later Cardinal), Pietro Bembo, Scipio Carteromachus,
Demetrius Doucas, Johann Reuchlin, and, above all, Erasmus of
Rotterdam, whose learning rivalled that of Musurus, and who,
outside of Italy, was far more widely known than the Greek scholar.
It was in the year 1500 that the scheme took shape in the mind of
Aldus of an academy which should take the place in Venice that in
Florence was occupied by the academy instituted by the Medici. The
special aim of the Aldine Academy, to which Aldus gave the name
Ne-accademia Nostra, was the furthering of the interest in, and
knowledge of, the literature of classic Greece. Aldus himself was the
first president of the Academy, and while the majority of the
members were residents either of Venice or of Padua, the original list
included scholars of Rome, of Bologna, and of Lucca, Greeks of
Candia, Erasmus of Rotterdam, and others from distant places.
Aldus applied to the Emperor Maximilian for a diploma giving
imperial sanction to the organisation of his Academy, but the
Emperor, although, as is shown in other correspondence, friendly in
his disposition to the printer, was from some cause unwilling to give
an official recognition to the Academy. The constitution of the
Academy was printed in Greek, and certain days were fixed on
which the members gave their personal consideration to the
examination of Greek texts, the publication of which was judged
likely to be of service to scholarship.
With the editorial aid of certain members of the Academy, Aldus
arranged to print each month, in an edition of one thousand copies,
some work selected by the Council. This Council, therefore, took
upon itself in the matter of the selection of Greek classics for
presentation, a function similar to that exercised 300 b.c. by the
scholars appointed for the purpose in the Academy of Ptolemy
Philadelphus, while some of its functions might be paralleled by
those exercised to-day by the Delegates of the Clarendon Press of
Oxford. It was the hope of Aldus that this Venetian Academy would
take upon itself larger responsibilities in connection not only with
Greek literature but with arts and sciences generally. When,
however, with the death of its president, the Academy lost the
service of his energetic initiative, its work soon came to a close.
For the sale of his publications, Aldus was in the main dependent
upon direct correspondence with scholars. In Italy prior to 1550,
bookselling hardly existed as an organised trade, and while in
Germany there was a larger number of dealers in books, and the
book-trade had by 1510 already organised its Fair at Frankfort, the
communications between Italy and Germany were still too difficult to
enable a publisher in Venice to keep in regular relations with the
dealers north of the Alps. Paris was probably easier to reach than
Frankfort, but the sales in Paris were not a little interfered with by the
Lyons piracy editions before referred to, and even by piracies of the
Paris publishers themselves. Aldus succeeded, however, before his
death in securing agents who were prepared to take orders for the
Aldine classics, not only in Paris, but in Vienna, Basel, Augsburg,
and Nuremberg. With Frankfort he appears to have had no direct
dealings, as his name does not appear in the list of contributors to
the recently instituted Book-Fair.
As an example of a business letter of the time, the following lines
from a bookseller in Treviso, who wanted to buy books on credit, are
worth quoting:
(You have books for sale, Aldus, which you are able to entrust to
me, if as a dealer, you have sufficient faith. This confidence would
secure for you as much business advantage as is possible in such
transactions. You can accept in this matter my personal word. You
do not know who I am, and do not make a practice of giving credit.
My great regard for you should, however, serve as a sufficient
pledge.)[448]