USA Sale of subsidiary


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The parent company with a year-end of November 30, entered into an agreement to sell it's wholly-owned subsidiary on September 1. The agreement was signed by the parent and the buyer. However, the parent's primary lender had to approve of the sale which it did after the parent's year-end. Approval was given in December. Does the parent record the sale as of September 1 when the sales agreement was signed by the parties or in December when it was approved by the lender?
 
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kirby

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In December. Parent's lender had debt covenants requiring prior approval of any sale and parent was aware of these (and also should have let buyer know if buyer needed to close sale before December for some reason). So, no sale until approved by lender. And the sale is a "subsequent event" to be disclosed in the footnotes.
 
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bklynboy

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US GAAP has specific rules on when a sale should be recorded. See ASC 360-10-45 for the criteria to present as held for sale (I believe these have been met in your case and held for sale accounting applies in September) and ASC 205-20-45 for discontinued operation presentation. To summarize here are the rules:

For a subsidiary to be classified as held for sale, the following six criteria must be met (ASC 360-10-45):

1.Commitment To Sell - Management, having the authority to approve the action, commits to a plan to sell the asset. This would generally be met when the Board approves the plan of disposal.
2.Good Condition - The asset is available for immediate sale in its present condition.
3.Sale Program Initiated - An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated.
4.Sale is Probable - The sale of the asset is probable and transfer of the asset is expected to qualify for recognition as a completed sale, within one year.
5.Actively Marketed - The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
6.Changes Unlikely - Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The question then is when do you record the gain or loss.

Under US GAAP ASC 360-10-35, when a subsidiary is classified as held for sale it is carried at the lower of its carrying amount or fair value less costs to sell. When the held for sale criteria is met, losses are recognized immediately but gains are deferred until the actual closing (i.e. when the proceeds are received).

Hope this helps.
 
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