© Pearson Education, Inc. publishing as Prentice Hall 3-1
Chapter 3: An Introduction to Consolidated Financial Statementsby Jeanne M. David, Ph.D., Univ. of Detroit Mercy
to accompany
Advanced Accounting, 10th editionby Floyd A. Beams, Robin P. Clement,
Joseph H. Anthony, and Suzanne Lowensohn
© Pearson Education, Inc. publishing as Prentice Hall 3-2
Intro to Consolidations: Objectives
1. Recognize the benefits and limitations of consolidated financial statements.
2. Understand the requirements for inclusion of a subsidiary in consolidated financial statements.
3. Apply the consolidation concepts to parent company recording of the investment in a subsidiary at the date of acquisition.
4. Allocate the excess of the fair value over the book value of the subsidiary at the date of acquisition.
© Pearson Education, Inc. publishing as Prentice Hall 3-3
Objectives (continued)
5. Learn the concept of noncontrolling interest when the parent company acquires less than 100% of the subsidiary's outstanding common stock.
6. Amortize the excess of the fair value over the book value in periods subsequent to the acquisition.
7. Prepare consolidated balance sheets subsequent to the date of acquisition, including preparation of elimination entries.
8. Apply the concepts underlying preparation of a consolidated income statement.
© Pearson Education, Inc. publishing as Prentice Hall 3-4
1: Benefits & Limitations1: Benefits & LimitationsAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-5
Business Acquisitions
• FASB Statement 141R• Business combinations occur
– Acquire controlling interest in voting stock– More than 50%– May have control through indirect
ownership• Consolidated financial statements
– Primarily for owners & creditors of parent– Not for noncontrolling owners or subsidiary
creditors
© Pearson Education, Inc. publishing as Prentice Hall 3-6
2: Subsidiaries2: SubsidiariesAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-7
Who is a Subsidiary?
• ARB No. 51 allowed broad discretion• FASB Statement No. 94
– Control based on share ownership• FASB Statement No. 160
– Financial control
• Subsidiaries, or affiliates, continue as separate legal entities and reporting to their controlling and noncontrolling interests.
© Pearson Education, Inc. publishing as Prentice Hall 3-8
Consolidated Statements
• Prepared by the parent company• Parent discloses
– Consolidation policy, Reg. S-X– Exceptions to consolidation, temporary
control and inability to obtain control• Fiscal year end
– Use parent's FYE, but– May include subsidiary statements with FYE
within 3 months of parent's FYE.• Disclose intervening material events
© Pearson Education, Inc. publishing as Prentice Hall 3-9
3: Parent Company Recording3: Parent Company RecordingAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-10
Penn Example: Acquisition Cost = Fair Value = Book Value
Penn acquires 100% of Skelly 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
Skelly BV=FVCash $10Other current assets 15Net plant assets 40Total $65Accounts payable $15
Other liabilities 10
Capital stock 30
Retained earnings 10
Total $65 To consolidate, eliminate Penn's Investment account and Skelly's capital stock and retained earnings.
© Pearson Education, Inc. publishing as Prentice Hall 3-11
Balance sheets Separate Consolidated
Penn Skelly Penn & Sub.
Cash $20 $10 $30
Other curr. assets 45 15 60
Net plant 60 40 100
Investment in Skelly 40 0 0
Total $165 $65 $190
Accounts payable $20 $15 $35
Other curr. liabilities 25 10 35
Capital stock 100 30 100
Retained earnings 20 10 20
Total $165 $65 $190
© Pearson Education, Inc. publishing as Prentice Hall 3-12
4: Allocations at Acquisition Date4: Allocations at Acquisition DateAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-13
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, excess is goodwill.
Cost less BV = Excess to allocate– Allocate first to FV-BV differences– Remainder is goodwill (or bargain purchase)
© Pearson Education, Inc. publishing as Prentice Hall 3-14
Example: BV ≠ FV but Cost = FVPiper acquires 100% of Sandy for $310.
BV = 100 + 145 = $245FV = 385 – 75 = $310
Cost – FV = $0 goodwill
Sandy BV FV
Cash $40 $40
Receivables 30 30
Inventory 50 75
Plant, net 200 240
Total $320 $385
Liabilities $75 $75
Capital stock 100
Retained earnings 145
Total $320
Cost $310
100% BV 245
Excess of cost over BV $65
© Pearson Education, Inc. publishing as Prentice Hall 3-15
Piper and Sandy (cont.)Allocate to: Amt Amort.Inventory 100%(+25) 25 1st yrPlant 100%(+40) 40 10 yrs
Total $65
Piper's elimination worksheet entry:Capital stock 100
Retained earnings 145
Inventory 25
Plant 40
Investment in Sandy 310
© Pearson Education, Inc. publishing as Prentice Hall 3-16
Example: BV ≠ FV and Cost ≠ FVPanda acquires 100% of Salty for $530.
BV = 250 + 190 = $440FV = 580 – 85 = $495
Cost – FV = $35 goodwill
Salty BV FV
Cash $100 $100
Receivables 40 40
Inventory 250 250
Plant, net 130 190
Total $520 $580
Liabilities $80 $85
Capital stock 250
Retained earnings 190
Total $520
Cost $530
100% BV (250+190) 440
Excess of cost over BV $90
© Pearson Education, Inc. publishing as Prentice Hall 3-17
Panda and Salty (cont.)
Panda's elimination worksheet entry:Capital stock 250
Retained earnings 190
Plant 60
Goodwill 35
Liabilities 5
Investment in Salty 530
Allocate to: Amt Amort.Plant 60 4 yrsLiabilities -5 5 yrsGoodwill 35 -
Total $90
© Pearson Education, Inc. publishing as Prentice Hall 3-18
Example: BV ≠ FV and Cost ≠ FVPrintemps acquires 100% of Summer for $185.
BV = 75 + 105 = $180FV = 250 - 40 = $210
Cost $185
100% BV (75+105) 180
Excess of cost over BV $5
Summer BV FV
Cash $10 $10
Receivables 30 30
Inventory 80 90
Plant, net 100 120
Total $220 $250
Liabilities $40 $40
Capital stock 75
Retained earnings 105
Total $220
© Pearson Education, Inc. publishing as Prentice Hall 3-19
Printemps and Summer (cont.)Allocate to: Amt Amort.Inventory 10 1st yrPlant, land 20 - Bargain purchase (25) Gain
Total $5
Investment in Summer 210
Gain on Bargain purchase 25
Cash 185
Printemps records the acquisition of Summer 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.
© Pearson Education, Inc. publishing as Prentice Hall 3-20
Worksheet Elimination Entry
Printemps' elimination worksheet entry:Capital stock 75
Retained earnings 105
Unamortized excess 30
Investment in Summer 210
Inventory 10
Plant 20
Unamortized excess 30
Unamortized excess equals $30 (gain is recognized)• $10 for undervalued inventory• $20 for undervalued land included in plant assets
© Pearson Education, Inc. publishing as Prentice Hall 3-21
Printemps Summer Adjustments Consol-
BV BV DR CR idated
Cash $30 $10 $40
Receivables 50 30 80
Inventory 100 80 10 190
Plant, net 450 100 20 570Investment in Summer 210 210 0
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 $840 $220 $880
240 240
© Pearson Education, Inc. publishing as Prentice Hall 3-22
5: Noncontrolling Interests5: Noncontrolling InterestsAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-23
Noncontrolling InterestParent 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.
© Pearson Education, Inc. publishing as Prentice Hall 3-24
Example: Noncontrolling InterestsPopo 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) 375Excess over book value $125
Allocate to:Building $50 Goodwill 75Total $125
© Pearson Education, Inc. publishing as Prentice Hall 3-25
Elimination Entry
Popo's elimination worksheet entry:Capital stock 200
Retained earnings 175
Building 50
Goodwill 75
Investment in Sine 400
Noncontrolling interest 100An unamortized excess account could have been used for the
excess assigned to the building and goodwill.
© Pearson Education, Inc. publishing as Prentice Hall 3-26
Popo Sine Adjustments Consol-
BV BV DR CR idated
Cash $50 $10 $60
Receivables 130 50 180
Inventory 80 100 180
Building, net 300 240 50 590
Investment in Sine 400 400 0
Goodwill 75 75
Total $960 $400 $1,085
Liabilities $150 $25 $175
Capital stock 250 200 200 250
Retained earnings 560 175 175 560
Noncontrolling interest 100 100
Total $960 $400 $1,085
500 500
© Pearson Education, Inc. publishing as Prentice Hall 3-27
6: Amortizations After Acquisition6: Amortizations After AcquisitionAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-28
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 Interest expense
© Pearson Education, Inc. publishing as Prentice Hall 3-29
Piper and Sandy (cont.)Allocate to: Amt Amort.Inventory 25 1st yrPlant 40 10 yrs
Total $65
Cost $310
100% BV 245
Excess $65
Beginning unamortized
excess
Current year's
amortization
Ending unamortized
excessInventory 25 (25) 0Plant 40 (4) 36Total 65 (29) 36
© Pearson Education, Inc. publishing as Prentice Hall 3-30
Panda and Salty (cont.)
Beginning unamortized
excess
Current year's
amortization
Ending unamortized
excessPlant 60 (15) 45Liabilities (5) 1 (4)Goodwill 35 0 35Total 90 14 76
Cost $530
100% BV 440
Excess $90
Allocate to: Amt Amort.Plant 60 4 yrsLiabilities -5 5 yrsGoodwill 35 -
Total $90
© Pearson Education, Inc. publishing as Prentice Hall 3-31
Printemps and Summer (cont.)
Beginning unamortized
excess
Current year's
amortization
Ending unamortized
excessInventory 10 (10) 0Land 20 0 20Total 30 (10) 20
Cost $185
100% BV 180
Excess $5
Allocate to: Amt Amort.
Inventory 10 1st yr
Plant, land 20 -
Bargain purchase (25) Gain
Total $5
© Pearson Education, Inc. publishing as Prentice Hall 3-32
7: Subsequent Balance Sheets7: Subsequent Balance SheetsAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-33
Balance Sheets After AcquisitionIn 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
© Pearson Education, Inc. publishing as Prentice Hall 3-34
Popo and Sine (cont.)
Cost of 80% of Sine $400 Implied value of Sine $500 Book value 375Excess $125
Allocate to:Building $50 10 yrsGoodwill 75 -
Total $125
Beginning unamortized
excess
Current year's
amortization
Ending unamortized
excessBuilding 50 (5) 45Goodwill 75 0 75Total 125 (5) 120
© Pearson Education, Inc. publishing as Prentice Hall 3-35
After 1 year: Popo SineCash $40 $15 Receivables 110 85Inventory 90 100Building, net 280 235Investment in Sine 404 Total $924 $435
Popo SineLiabilities $100 $50 Capital stock 250 200Retained earnings 574 185
Total $924 $435 Popo's elimination worksheet entry:Capital stock 200
Retained earnings 185
Unamortized excess 120
Investment in Sine (80%) 404
Noncontrolling interest (20%) 101
Building 45
Goodwill 75
Unamortized excess 120
© Pearson Education, Inc. publishing as Prentice Hall 3-36
After 1 year: Popo Sine Adjustments Consol- BV BV DR CR idated
Cash $40 $15 $55 Receivables 110 85 195Inventory 90 100 190Building, net 280 235 45 560Investment in Sine 404 404 0Goodwill 75 75Unamortized excess 120 120
Total $924 $435 $1,075 Liabilities $100 $50 $150 Capital stock 250 200 200 250Retained earnings 574 185 185 574Noncontrolling interest 101 101Total $924 $435 $1,075 505 505
© Pearson Education, Inc. publishing as Prentice Hall 3-37
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
© Pearson Education, Inc. publishing as Prentice Hall 3-38
8: Consolidated Income Statements8: Consolidated Income StatementsAn Introduction to Consolidated Financial Statements
© Pearson Education, Inc. publishing as Prentice Hall 3-39
Comprehensive Example, Data
Pilot acquires 90% of Sand on 12/31/2009 for $4,333 when Sand's equity consists of $4,000 common stock, $1,000 other paid in capital, and $900 retained earnings. On that date Sand'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.
© Pearson Education, Inc. publishing as Prentice Hall 3-40
Assignment and AmortizationCost of 90% of Sand $10,200
Implied value of Sand 10,200/.90 $11,333
Book value (4000+1000+900) 5,900
Excess over book value $5,433 Unamortized excess 1/1/10
Current amortization
Unamortized excess 12/31/10
Inventory 100 (100) 0Land 200 0 200Building 1,000 (25) 975Equipment (300) 60 (240)Note payable 100 (100) 0Goodwill 4,333 0 4,333Total 5,433 (165) 5,268
Allocate to:Inventory $100 1st yrLand 200 - Building 1,000 40 yrsEquipment (300) 5 yrsNote payable 100 1st yrGoodwill 4,333 -
Total $5,433
© Pearson Education, Inc. publishing as Prentice Hall 3-41
Pilot Sand Consol.*Sales $9,523.50 $2,200.00 $11,723.50
Income from Sand 571.50 $0.00 Cost of sales (4,000.00) (700.00) (4,800.00)Depreciation exp - bldg (200.00) (80.00) (305.00)Depreciation exp - equip (700.00) (360.00) (1,000.00)Other expense (1,800.00) (120.00) (1,920.00)Interest expense (300.00) (140.00) (540.00)
Net income $3,095.00 $800.00
Total consolidated income $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 Pilot and Sand.
© Pearson Education, Inc. publishing as Prentice Hall 3-42
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
© Pearson Education, Inc. publishing as Prentice Hall 3-43
Push-Down Accounting
• SEC requirement– Subsidiary is substantially wholly-owned (approx.
90%)– No publicly held debt or preferred stock
• Books of the subsidiary are adjusted– Assets, including goodwill, and liabilities revalued
based on acquisition price– Retained earnings is replaced by Push-Down
Capital which includes retained earnings and the valuation adjustments
© Pearson Education, Inc. publishing as Prentice Hall 3-44
Copyright © 2009 Pearson Education, Inc. Copyright © 2009 Pearson Education, Inc. Publishing as Prentice HallPublishing as Prentice Hall
All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any
means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher.
Printed in the United States of America.