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Chapter 3

An Introduction
to Consolidated
Financial
Statements

Intro to Consolidations: Objectives


1. Recognize the benefits and limitations of
consolidated financial statements.
2. Understand the requirements for including a
subsidiary in consolidated financial statements.
3. Apply consolidation concepts to parent company
recording of an investment in a subsidiary
company at the date of acquisition.
4. Record the fair value of the subsidiary at the date
of acquisition.

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Objectives (continued)
5. Learn the concept of noncontrolling interest
when a parent company acquires less than 100
percent of a subsidiary's outstanding common
stock.
6. Prepare consolidated balance sheets
subsequent to the acquisition date, including
preparation of eliminating entries.
7. Amortize the excess of the fair value over the
book value in periods subsequent to the
acquisition.
8. Apply the concepts underlying preparation of a
consolidated income statement.
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An Introduction to Consolidated Financial Statements

1: BENEFITS &
LIMITATIONS

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Business Acquisitions
Business combinations through stock
acquisitions
Acquire controlling interest in voting stock
More than 50%
May have control through indirect ownership

Business combination occurs once


Acquisition of additional subsidiary stock is
simply additional investment

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Consolidated Statements
Primarily benefit the owners and creditors of the
parent
Not primarily intended for the noncontrolling
owners nor the subsidiarys creditors
Subsidiaries issue separate statements for the
benefit of their owners and creditors

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An Introduction to Consolidated Financial Statements

2: SUBSIDIARIES

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Who is a Subsidiary?
A corporation becomes a subsidiary when
another corporation acquires controlling interest
in its outstanding voting stock.
In a 100 percent acquisition, the investee
continues to operate as a separate legal entity.
Subsidiaries, or affiliates, continue as separate
legal entities and prepare their own financial
reports.

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Subsidiaries Are Consolidated


Cases where a subsidiary may be excluded
from consolidation:
Control doesnt rest with majority owner
Joint ventures
Acquisitions of groups of assets that do not
constitute a business
Combination between entities under common
control
Combination of not-for-profit entities or
acquisition of a for-profit company by a not-forprofit entity
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Consolidated Statements
Prepared by the parent company
Parent discloses
Consolidation policy [SEC Reg. S-X, Rule 3A-03]
Any exceptions to consolidation

Fiscal year-end for consolidated entity:


Use parent's FYE, but
May include subsidiary statements with FYE
within 3 months of parent's FYE.
Disclose intervening material events

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An Introduction to Consolidated Financial Statements

3: CONSOLIDATED
BALANCE SHEET AT DATE
OF ACQUISITON

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Pen Example: Acquisition Cost = Fair


Value = Book Value
Sels Balance Sheet: BV=FV
Cash

$10

Other current assets

15

Plant assets, net

40

Total

$65

Accounts payable

$15

Other current liabilities

10

Capital stock

30

Retained earnings

10

Total

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$65

Pen acquires 100% of Sel for $40,


which equals the book value and fair
values of the net assets acquired.
Cost of acquisition

$40

Less 100% book value

40

Excess of cost over book value

$0

To consolidate, eliminate Pen's


Investment account and Sel's capital
stock and retained earnings.

3-12

Balance Sheets

Separate

Consolidated

Pen

Sel

Pen & Sub.

$20

$10

$30

Other curr. assets

45

15

60

Plant assets, net

60

40

100

Investment in Sel

40

$165

$65

$190

$20

$15

$35

25

10

35

30

100

20

10

20

$165

$65

$190

Cash

Total
Accounts payable
Other curr. liabilities
Capital stock
Retained earnings
Total

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100

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An Introduction to Consolidated Financial Statements

4: FAIR VALUE AT
ACQUISITION DATE

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Cost, Fair Value, and Book Value


Acquisition cost, fair values of identifiable net
assets and book values may differ.
Allocate excess or deficiency of cost over book
value and determine goodwill, if any.
When BV = FV
Cost > BV, excess is goodwill
Cost < BV, excess is a gain on the bargain purchase

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BV FV Cost
Difference between the book value of net
assets (BV) and the fair value of identifiable
net assets (FV) is assigned to the specific
assets or liabilities
E.g., undervalued or overvalued inventories,
plant assets
Unrecorded assets (patents) or liabilities
(existing contingencies)

Difference between FV and Cost is goodwill or


a gain on the bargain purchase
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Example: BV FV but Cost = FV


Piper acquires 100% of Sandy for $310.
Sandy

BV = 100 +BV145FV = $245 FV = 385 75


Cash
$40
$40
$310
Receivables

30

30

Inventory

50

75

Plant, net
Total
Liabilities

Cost240
FV = $0 goodwill

200

$320 $385
$75

Capital stock

100

Retained earnings

145

Total

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$75

Cost
100% Book value
Excess of cost over BV

$310
245
$65

$320

3-17

Piper and Sandy (cont.)


Allocate to:

Amt Amort.

Inventory 100%(+25)

25 1st yr

Plant 100%(+40)

40 10 yrs

Total

$65

Piper's elimination worksheet entry:


Capital stock (-SE)

100

Retained earnings (-SE)

145

Inventory (+A)

25

Plant (+A)

40

Investment in Sandy (-A)

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310

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Example: BV FV and Cost FV


Panda acquires 100% of Salty for $530.
Salty

BV

FV

130

190

$520

$58
0

$80

$85

BV = 250
+ 190
= $440
$100
$100
FV = 580
85 40 = $495
Receivables
40
Cost FV = $35 goodwill
Inventory
250
250
Cash

Plant, net
Total
Liabilities
Capital stock

250

Retained earnings

190

Total
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Cost
100% Book value
Excess of cost over
BV

$530
440
$90

$520
3-19

Panda and Salty (cont.)


Allocate to:

Amount Amort.

Plant

60 4 yrs

Liabilities

-5 5 yrs

Goodwill

35

Total

$90

Panda's elimination worksheet entry:


Capital stock (-SE)

250

Retained earnings (-SE)

190

Plant (+A)

60

Goodwill (+A)

35

Liabilities (+L)
Investment in Salty (-A)
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530
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Example: BV FV and Cost FV


Print acquires 100% of Sum for $185.
Sum
Cash

BV
$10

FV
$10

Receivables

30

30

Inventory

80

90

Plant, net

100

120

Total
Liabilities
Capital stock
Retained
earnings
Total

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$220
$40
75
105
$220

$250

BV = 75 + 105 = $180
FV = 250 - 40 = $210
Cost FV = -$25:
Gain on bargain purchase

$40

Cost
100% BV
Excess of cost over
BV

$185
180
$5
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Print and Sum (cont.)


Allocate to:

Amt Amort.

Inventory

10 1st yr

Plant, land

20

Bargain purchase

(25) Gain

Total

$5

Print records the acquisition of Sum assuming a cash


purchase as follows. Note that the investment account is
recorded at its fair value and the bargain purchase is treated
immediately as a gain.
Investment in Sum (+A)
Gain on bargain purchase (R, +SE)
Cash (-A)
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25
185
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Worksheet Elimination Entry


Unamortized excess equals $30
$10 for undervalued inventory
$20 for undervalued land included in plant assets
Prints elimination worksheet entry:
Capital stock (-SE)
Retained earnings (-SE)
Unamortized excess (+A)

75
105
30

Investment in Sum (-A)

210

Inventory (+A)

10

Plant (+A)

20

Unamortized excess (-A)


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30
3-23

Cash
Receivables

Print

Sum

BV

BV

$30

Adjustments
DR

Consolidated

CR

$10

$40

50

30

80

Inventory

100

80

10

190

Plant, net

450

100

20

570

Investment in Sum

210

210

Unamortized excess

30

30

Total

$840

$220

$880

Liabilities

$270

$40

$310

Capital stock

200

75

75

200

Retained earnings

370

105

105

370

Total

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$840

$220

$880

240

240

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An Introduction to Consolidated Financial Statements

5: NONCONTROLLING
INTERESTS

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Noncontrolling Interest
Parent owns less than 100%
Noncontrolling interest represents the minority
shareholders
Part of stockholders' equity
Measured at fair value, based on parent's
acquisition price

Parent pays $40,000 for an 85% interest


Implied value of the full investee is $40,000/85%
= $47,059.
Minority share = 15%(47,059) = $7,059
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Example: Noncontrolling Interests


Popo acquires 80% of Sine for $400 when
Sine had capital stock of $200 and retained
earnings of $175. Sine's assets and liabilities
equaled their fair values except for buildings
which are undervalued by $50. Buildings
have a 10-year remaining life.
Cost of 80% of Sine

$400

Implied value of Sine


(400/80%)

$500

Book value (200+175)


Excess over book value
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375
$125

Allocate to:
Building
Goodwill
Total

$50
75
$125

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Elimination Entry
Popo's elimination worksheet entry:
Capital stock (-SE)

200

Retained earnings (-SE)

175

Building (+A)

50

Goodwill (+A)

75

Investment in Sine (-A)

400

Noncontrolling interest (+SE)

100

An unamortized excess account could have been used


for the excess assigned to the building and goodwill.

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Cash
Receivables

Popo

Sine

BV

BV

$50

Adjustments
DR

Consolidated

CR

$10

$60

130

50

180

80

100

180

Building, net

300

240

Investment in Sine

400

Inventory

50

590
400

Goodwill

75

0
75

Total

$960

$400

$1,085

Liabilities

$150

$25

$175

Capital stock

250

200

200

250

Retained earnings

560

175

175

560

Noncontrolling interest
Total

100
$960

$400

$1,085
500

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100

500
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An Introduction to Consolidated Financial Statements

6: CONSOLIDATED
BALANCE SHEETS AFTER
ACQUISITION

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Balance Sheets After Acquisition


In preparing a consolidated balance sheet
Eliminate the parent's Investment in Subsidiary
Eliminate the subsidiary's equity accounts
(common stock, retained earnings, etc.)
Adjust asset and liability accounts for any
unamortized excess balance
Record goodwill, if any
Record Noncontrolling Interest, if any

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Popo and Sine (cont.)

Cost of 80% of Sine

$400

Allocate to:

Implied value of Sine

$500

Building

Book value
Excess

375
$125

Goodwill
Total

$50

10 yrs

75

$125

Beginning
unamortized
excess

Current year's
amortization

Ending
unamortized
excess

Building

50

(5)

45

Goodwill

75

75

125

(5)

120

Total

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After 1 year:
Cash
Receivables
Inventory

Popo

Sine

$40

$15

110
90

Building, net

280

Investment in Sine

404

Total

$924

Liabilities

85 Capital stock
100 Retained earnings
235
$435

Popo's elimination worksheetTotal


entry:
Capital stock (-SE)
Retained earnings (-SE)
Unamortized excess (+A)

Popo

Sine

$100

$50

250
574

200From 175
185Subsid m

Increase
How pare
Dr invest
$924 $435
Cr income
200
Deduct a
185
so becom
120

Investment in Sine (80%) (-A)

404

Noncontrolling interest (20%) (+SE)

101

Building (+A)

45

Goodwill (+A)

75

Unamortized excess (-A)


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120
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After 1 year:

Cash
Receivables

Popo

Sine

BV

BV

$40

Adjustments
DR

Consolidated

CR

$15

$55

110

85

195

90

100

190

Building, net

280

235

Investment in Sine

404

Inventory

45

560
404

Goodwill

75

Unamortized excess

120

0
75

120

Total

$924

$435

$1,075

Liabilities

$100

$50

$150

Capital stock

250

200

200

250

Retained earnings

574

185

185

574

Noncontrolling interest
Total

101
$924

$435

101
$1,075

505 505
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Key Balance Sheet Items


Investment in Subsidiary does not exist on the
consolidated balance sheet
Equity on the consolidated balance sheet consists
of the parent's equity plus the noncontrolling
interest.
Noncontrolling interest is proportional to the
Investment in Subsidiary account when the
equity method is used.
$101 = $404 x .20/.80

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An Introduction to Consolidated Financial Statements

7: AMORTIZATIONS AFTER
ACQUISITION

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Unamortized Excess
Excess assigned to assets and liabilities are
amortized according to the account
Balance sheet
account

Amortization
period

Income
statement
account

Inventories and
other current
assets

Generally, 1st year

Cost of sales and


other expense

Buildings,
equipment,
patents

Remaining life at
business
combination

Depreciation and
amortization
expense

Land, copyrights

Not amortized

Long-term debt

Time to maturity

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Interest expense
3-37

Piper and Sandy (cont.)


Cost
100% BV
Excess

$310
245
$65

Allocate to:

Amt Amort.

Inventory

25 1st yr

Plant

40 10 yrs

Total

$65

Beginning
unamortized
excess

Current year's
amortization

Ending
unamortized
excess

Inventory

25

(25)

Plant

40

(4)

36

Total

65

(29)

36

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Panda and Salty (cont.)


Cost
100% BV
Excess

$530
440
$90

Allocate to:

Amt Amort.

Plant

60 4 yrs

Liabilities

-5 5 yrs

Goodwill

35

Total

$90

Beginning
unamortized
excess

Current year's
amortization

Ending
unamortized
excess

Plant

60

(15)

45

Liabilities

(5)

(4)

Goodwill

35

35

Total

90

(14)

76

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Print and Sum (cont.)


Cost
100% BV
Excess

$185

Allocate to:

Amt Amort.

180

Inventory

10 1st yr

$5

Plant, land

20

Bargain purchase
Total

(25) Gain
$5

Beginning
unamortized
excess

Current year's
amortization

Ending
unamortized
excess

Inventory

10

(10)

Land

20

20

Total

30

(10)

20

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An Introduction to Consolidated Financial Statements

8: CONSOLIDATED
INCOME STATEMENTS

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Comprehensive Example, Data


Pil acquires 90% of Sad on 12/31/2011 for
$10,200 when Sad's equity consists of $4,000
common stock, $1,000 other paid in capital,
and $900 retained earnings. On that date
Sad's inventories, land, and buildings are
understated by $100, $200, and $1,000,
respectively, and its equipment and notes
payable are overstated by $300 and $100.

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Cost of 90% of Sad

$10,200

Implied value of Sad


10,200/.90

$11,333

Book value
(4000+1000+900)

5,900

Excess over book value

$5,433

Allocate to:
Inventory
Land

$100
200

1st yr
-

Building

1,000 40 yrs

Equipment

(300) 5 yrs

Note payable

100 1st yr

Goodwill

4,333

Unamortized
excess 1/1/12

Total
Current
amortization

$5,433
Unamortized
excess 12/31/12

Inventory

100

(100)

Land

200

200

Building

1,000

(25)

975

Equipment

(300)

60

(240)

100

(100)

Goodwill

4,333

4,333

Total

5,433

(165)

5,268

Note payable

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Pil
Sales
Income from Sad
Cost of sales

$9,523.50

Sad
$2,200.00

Consol.*
$11,723.50

571.50
Amortize of inventroy 100 more

$0.00

(4,000.00)

(700.00)

Depreciation exp - bldg

(200.00)

(80.00)

(305.00)

Depreciation exp - equip

(700.00)

(360.00)

(1,000.00)

(1,800.00)

(120.00)

(1,920.00)

(300.00)

(140.00)

(540.00)

Other expense
Interest expense
Net income
Total consolidated income

$3,095.00

(4,800.00)

Building 25 adj

$800.00
$3,158.50

Noncontrolling interest share

63.50

Controlling interest share

$3,095.00

* Cost of sales, building depreciation, and interest expense are increased by $100, $25,
and $100, and equipment depreciation is $60 lower than the sum of Pil and Sad.

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Key Income Statement Items


The Income from Subsidiary account is
eliminated.
Current period amortizations are included in the
appropriate expense accounts.
Noncontrolling interest share of net income is
proportional to the Income from Subsidiary
under the equity method.

$571.50 x .10/.90
= $63.50

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