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A controlling financial interest is a financial interest that is made up of more than 50% of the
outstanding stock. A controlling financial interest gives the owner of it a majority say/ voting
rights. In other words, if you had the controlling financial interest in a company, you would
always have the majority vote.
According to Daniel Liberto on investopedia.com, "Pushdown accounting was formerly
mandatory when the parent acquired at least 95% ownership of another company. If the stake
ranged between 80% to 95%, pushdown accounting was an option. If the stake was smaller, it
was not permitted" (Liberto, D. 2021). Recently, however, this has changed. Since 2014, the
percent rule has been eliminated and push down accounting was made optional for companies
with any percentage of ownership. So, an acquiree would just need to elect push down
accounting.
Before electing push down accounting, I would say it is important to consider how the
revaluation of assets and such will skew the income statement. As stated in the textbook,
"Other users may prefer not to use push-down accounting, instead preferring the historical
basis to avoid distorting income statement trends as a result of increased amortization and
depreciation expense" (Push-Down Accounting, 2021). Thus, it is important to consider how
the revaluation will affect the income statement trends. If it is drastic, you would need to
consider then how that will play into the future and decide if it is worth it.
A controlling financial interest is an investment with 50% or more of the equity within an
entity (Jones, 2018). However, an individual may become a controlling interest without
obtaining 50% ownership if they own a significant portion of the company's voting shares.
This means the shareholder has significant influence over the company's actions. This is
advantageous because a shareholder can make their voice heard during important decision-
making processes. Having a controlling financial interest also increases leverage in case of a
merger or acquisition (Smith, 2021).
Pushdown accounting reflects a company's purchase of another by "writing up" or "writing
down" the purchased company's assets and liabilities. It is based on the purchase price, rather
than the historical cost of the company. The amount paid to purchase said company becomes
its new book value on its financial statements. Gains or losses that come from this value are
"pushed down" to the new company's income statement and balance sheet. Pushdown
accounting can be thought of as using "borrowed money" to create the new company, as the
assets and debts from the purchased company are part of the new subsidiary (Liberto, 2021).
An acquiree may decide to make the election for pushdown accounting, but there are
important considerations before doing so. A benefit of pushdown accounting comes from the
effect of reporting. An acquiree may opt for this method of accounting if they expect losses
from the purchase or the company to endure hardship, so they can report these losses to the
parent company by altering its accounts (Push-Down Accounting, n.d.). The downside of this
type of reporting is that the parent company may lose money, depending on how the newly
purchased company was acquired (Newth, 2022). The parent company must consider the
monetary benefits to this method prior to election.
Controlling financial interest is defined as "at least 50% of the outstanding shares of a given
company plus one. However, a person or group can achieve a controlling interest with less
than 50% ownership in a company if that person or group owns a significant portion of its
voting shares, as not every share carries a vote in shareholder meetings." (Smith, 2021) This
concept can be described as exactly how it looks and sounds, you control the financial interest
of a company. You can do this by holding the majority shares of a company outright (yourself
and/or company), or through the ownership of subsidiaries that own controlling interests in
that company. One can also hold controlling financial interest of a company through
subsidiaries as long as their shares total to be a controlling interest.
Pushdown accounting is defined in the book as "at least 50% of the outstanding shares of a
given company plus one. However, a person or group can achieve a controlling interest with
less than 50% ownership in a company if that person or group owns a significant portion of its
voting shares, as not every share carries a vote in shareholder meetings." (Christensen, et al.
2019) This is optional, and not required, for all subsidiaries that file with the SEC separately
from their Parent company's consolidated financial statements. This can only be elected
during the first year of acquisition, from the acquisition date forward.
I think an important consideration to make when deciding on making the election to apply
pushdown accounting is the needs of the users of an acquired company's financial statements.
You must look at how these users choose to view their financials, through the stepped-up
basis or the historical basis. By using the historical basis this could help avoid distorting
income statement trends as a result of increased amortization and depreciation expense.
Knowing what the needs of the users of the acquired company's financial statements is
important prior to electing to to apply pushdown accounting. You may think that the financial
statements should read one way, as your preferred method, but that may not be what the
company you just acquired prefers. Getting together with them and understanding their needs
is key to moving forward with electing pushdown accounting.
The concept of a controlling financial interest would be when a shareholder or group of
shareholders are in control of and hold most of the company’s stock, hence the term
“controlling interest”.
When there is a change in control of a company and pushdown accounting is not elected at the
time of that change, “the acquiree can elect it in the next reporting period as a change in
accounting principle as outlined in FASB ASC 250”.
The most important consideration to decide on before making the election would be to
remember that the “decision is irrevocable. If an entity decides to change its election later, it
will be considered a change in accounting principle in accordance with Topic 250 on
accounting changes and error corrections and may require retrospective restatement of
financial statements”.
The concept of a controlling financial interest in a business combination is closely related to
whom gets to control the business combination after the date of combination. According to
the textbook, U.S. GAAP allowing two methods to determine if a company has a controlling
financial interest in another company. First, is the voting interest model, where to exert
control one company would need to own or control at least 50.1% of the voting stock of
another company. The second, the variable interest entity (VIE) method in which a company
has a controlling financial interest if it has both the power to direct the company’s business
activities the most significantly affect the company's economic performance and has an
obligation to absorb the company’s losses or the rights to receive the benefits of the
company’s economic performance (Christensen et al., 2019, p.118).
Push-down accounting is the restatement of a newly acquired subsidiary’s assets and
liabilities at the fair-value directly on the subsidiary’s books. This is an optional practice that
a subsidiary can follow if they prepare and file financial statements that are separate from
their new parent company with the Securities and Exchange Commission (SEC). For the
Subsidiary to exercise this option it must decide to do so during the year of acquisition from
the date of acquisition onward. If a subsidiary later decides that it would like to use push-
down accounting then it may, but it would need to do so as a change in accounting principle,
which would require that the subsidiary show that the change is preferable, and that the
subsidiary retrospectively adjust its assets and liabilities as of the date of acquisition. When a
subsidiary chooses to use push-down accounting that choice is irrevocable and must be used
for all future financial statements (PWC, 2021, p. 10.1.5).
There are multiple considerations to consider when trying to decide on using the push-down
accounting election. The different users of financial statements would have different views on
how they would want the subsidiary to record the assets and liabilities. One set of users would
want the values restated, while another set would not want the values restated because the
restatement would distort income statement trends since the restatement would increase
expenses, specifically depreciation and amortization expenses (PWC, 2021, p. 10.1.3). a
separate set of financial statement users would be indifferent to push-down accounting as they
concentrate on cash flows and earnings before interest, taxes, depreciation, and amortization
(EBITDA) since these items will be insignificantly affected by using push-down accounting.
Also, there may be tax considerations involved to electing to use push-down accounting as
recognizing the fair values on the books could cause an increase or decrease in the amount of
income taxes that the subsidiary would need to pay (PWC, 2021, p. 10.1.3). My preference
would be to use push-down accounting, when possible, as to avoid needing to keep track of
the separate assets and liabilities at two different values, the historical value of the subsidiary
and the fair value that the parent bought the assets and liabilities for when they acquired the
company.
References
Christensen, T., Cottrell, D., & Budd, C. (2019). Advanced Financial Accounting (12th ed.).
Mc-Graw Hill Education.
PWC. (2021, December 31). 10.1 Pushdown Accounting. Retrieved on July 5, 2022, from
https://viewpoint.pwc.com/dt/us/en/pwc/accounting_guides/business_combination/business_c
ombination__28_US/chapter_10_other_bus/101_chapter_overview_US.html#pwc-
topic.dita_1827173301143245-tOp-S
https://www.cpajournal.com/2018/03/28/implications-pushdown-accounting/
Christensen, T., Cottrell, D., & Budd, C. (2019). Advanced Financial Accounting (12th ed.).
Mc-Graw Hill Education.
Smith, T. (2020, December 2021). Controlling Interest. Investopedia.
https://www.investopedia.com/terms/c/controllinginterest.asp
Jones, R. C., PhD. (2018, August 29). Common Control Entities and Consolidation of
Variable Interest Entities. The CPA Journal. Retrieved July 5, 2022, from
https://www.cpajournal.com/2018/08/15/common-control-entities-and-consolidation-of-
variable-interest-
entities/#:%7E:text=A%20controlling%20financial%20interest%20is,or%20related%20group
%20of%20entities).
Liberto, D. (2021, March 29). Pushdown Accounting. Investopedia. Retrieved July 5, 2022,
from https://www.investopedia.com/terms/p/push-down-
accounting.asp#:%7E:text=In%20pushdown%20accounting%2C%20the%20target,value%20
on%20its%20financial%20statements.
Newth, A. (2022, June 25). What Is Push-Down Accounting? Smart Capital Mind. Retrieved
July 5, 2022, from https://www.smartcapitalmind.com/what-is-push-down-
accounting.htm#:%7E:text=Using%20push%2Ddown%20accounting%20has,more%20mone
y%20during%20income%20reporting.
Push-Down Accounting. (n.d.). International Financial Reporting Tool.
https://www.readyratios.com/reference/accounting/push_down_accounting.html
Smith, T. (2021, December 6). What Is a Controlling Interest? Investopedia. Retrieved July 5,
2022, from https://www.investopedia.com/terms/c/controllinginterest.asp
Liberto, D. (2021) Pushdown Accounting. investopedia.com
https://www.investopedia.com/terms/p/push-down-accounting.asp
Pushdown accounting. Viewpoint. (2021).
https://viewpoint.pwc.com/dt/us/en/pwc/accounting_guides/business_combination/business_c
ombination__28_US/chapter_10_other_bus/101_chapter_overview_US.html
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