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CHAPTER FIVE
CONDOLIDATED FINANCIAL STATEMENTS
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5.1 Parent Company – Subsidiary relationship.
One of the important forms of business combination is the acquisition of shares of another company.
When acquiring shares, the terms investor and investee relationship comes in to existence. The investor
acquires the controlling interest in the investee company and thus a parent – subsidiary relationship is
established. The investee becomes a subsidiary of the acquiring company and the investor becomes the
parent company. In other words, the investee is affiliated to the parent company. But these companies
keep separate legal entity. A parent company and its subsidiary company are a single economic entity
even though they are separate legal entity. In recognition of this fact, consolidated financial statements
are issued to report the financial position and operating results of a parent company and its subsidiaries
as though they comprised a single accounting entity.
INVESTOR INVESTEE
=>Acquires controlling interest in the
Parent co. Outstanding common stock more than Subsidiary Co.
50% direct or indirect holding .
. Wholly own Or
. Partially owned
Separate Legal Entity
Single Economic and Accounting entity
Investor’s direct or indirect holding of more than 50%shares in the investee’s outstanding
common Stock is an evidence of controlling interest
5.2 The Meaning of Controlling Interest:
If one company acquires more than 50% shares of another company, it can be said that the former
company has controlling interest in the latter company. In other words an investor’s direct or indirect
ownership of more than 50% of an investee’s outstanding common stock has been required to evidence
the controlling interest underlying a parent subsidiary relationship. However even though such a
common stock owner ship exists, other circumstances may negate the Parent company’s actual control
of the subsidiary. Such circumstances are:
A subsidiary that is in liquidation or re organization in a court supervised bankruptcy proceedings is
not controlled by its parent company
A foreign subsidiary in a country having severe production, monetary or income tax restrictions may
be subject to the authority of foreign country rather than the parent company.
5.3 Consolidation of Wholly Owned Subsidiary On date of Purchase Type Business Combination
In wholly owned subsidiary there is no question of controlling because all the shares are owned by the
parent company. In mutual discussion, they decide the purchase consideration to be issued to the
shareholders of the subsidiary company. And it can be in the form of shares, cash or other forms. So first
step in this is to find the purchase consideration and then to find what is the amount of expenses
incurred, direct or indirect. Then for the purpose of recording the value of goodwill it is to find the value
as it is explained in the before circumstances. It is the excess of investment over the current fair value of
net assets of the subsidiary. After that it is to prepare the working paper and consolidated balance sheet.
Illustration
On December 31, 2010, P Corporation issued 10000 shares of its $10 par common stock (Current Fair
Value $45 a share) to the shareholders of S company for all the outstanding $5 common stock of S
company. (Both companies keep separate legal entity after combination). There was no contingent
consideration. Out of pocket cost of business combination paid by P Corporation on December 31, 2010
consisted of the following.
Finders and legal fee relating business combination $50,000
Advance Financial Accounting Chapter Five Consolidated Financial Statement
2
(To record the payment of out of pocket cost of business combination with S company, Legal fee &
finder’s fee as direct, and SEC Registration fee as Indirect)
Computation of Good will or negative goodwill
Current fair value of Assets of S Company
Cash $40,000
Inventories 135,000
Other Current Assets 70,000
Plant Assets 365,000
Patent 25,000
Total $635,000
Current Fair value of liabilities
Payable to P Corporation $25,000
Income tax payable 10,000
Other Current Liabilities 115,000
Total $150,000
Current fair value of net assets of S company
635,000- 150,000 = 485,000
Investment = 450,000 + 50,000 = $500,000
Excess of investment over the current fair value of net assets of S company
(Or Good will) =$500,000- $ 485,000 = $15,000
Alternative method of Calculating Current fair value of Net Assets of S Company
Share Holders Equity + Revaluation Increment = Current Fair Value of Net assets
the combinee’s net assets (assets minus liabilities) by the combinor. The operating results of the P and S
prior to the date of their business combination are those of two separate economic as well as legal
entities. Accordingly a consolidated balance sheet is the only consolidated financial statement issued by
P on December 31, 2010, the date of the purchase type business combination of P and S. The parent
company’s investment account and the subsidiary’s stock holder’s equity accounts do not appear
in the consolidated balance sheet because they are essentially reciprocal (intercompany) accounts.
In other words these accounts are to be eliminated. Under purchase accounting theory , the parent
company’s ( combinor) assets and liabilities (other than intercompany ones) are reflected at carrying
amounts and the subsidiary company’s (combinee) assets and liabilities are ( other than intercompany
ones ) are reflected at current fair value in the consolidated balance sheet . Good will is recognized to
the extent to the cost of parents’ investment in 100% of the subsidiary’s outstanding common stock
exceeds the current fair value of the subsidiary’s identifiable net assets.
P Corporation and Subsidiary
Working paper for consolidated Balance Sheet
December 31, 2010
P S Elimination Consolidated
Corporation Company.
Assets
Cash 15,000 40,000
Inventories 150,000 110,000
Other Current Assets 110,000 70,000
Intercompany receivable and( Payable) 25,000 (25,000)
Investment in S co. C/S 500,000
Plant assets(net) 450,000 300,000
Patent 20,000
Good will
Total Assets 1250,000 515,000
Note: in addition to the above consolidated balance sheet on December 31, 2010, P Corporation’s
published financial statements for the year ended December 31, 2010, include the unconsolidated
income statement and statement of retained earnings illustrated on page 12 &13
PARTIALY OWNED
SUBSIDIARY COMPANY’S
OWNER SHIP
CLAIMS OF CLAIMS OF
PARENT COMPANY MINORITY INTEREST
REPORTED IN THE
CONSOLIDATED
INCOME STATEMENT
AND AND
IN THE NET IN THE NET
ASSETS ASSETS
REPORTED IN THE
CONSOLIDATED
BALANCE SHEET.
Illustration on partial owned subsidiary
On December 31, 2010, Post Corporation issued 57000 shares of its $ 1 Par common stock ( Current
Fair Value $20 a share ) to the shareholders of Sage company in exchange for 38000 of the 40000
outstanding shares of Sage company’s $10 Par common stock in the purchase type business combination
. Out of pocket cost of business combination paid in cash by the Post Corporation on December 31,
2010, were as follows.
Finder’s and legal fee relating to business combination $52,250
SEC Registration statement cost 72,750
Total $125,000
Financial Statements of Post Corporation and Sage Company for their fiscal year ended December 31,
2010, prior to the business combination were as follows. There was no intercompany transaction prior to
the business combination.
POST CORPORATION AND SAGE COMPANY
Separate Financial Statements (Prior to business combination)
For the year ended December 31, 2010
POST SAGE
Advance Financial Accounting Chapter Five Consolidated Financial Statement
9
CORPORATION COMPANY
Income statement
Net Sales $5,500,000 $1,000,000
Cost and Expenses
Cost of goods sold 3,850,000 650,000
Operating expenses 925,000 170,000
Interest expenses 75,000 40,000
Income tax expenses 260,000 . 56,000
Total cost and expenses $5,110,000 $ 916,000
Net Income 390,000 84,000
On December 31, 2010, the current fair value of Sage company’s identifiable assets and liabilities were
the same as their carrying amounts, except the following assets.
CFV
December31, 2010.
Inventories $ 526,000
Plant Assets 1,290,000
Lease Hold 30,000
Required: Show
1. Journal Entries in the records of Post Corporation
Advance Financial Accounting Chapter Five Consolidated Financial Statement
10
c. CASH ACCOUNT
Date Explanation Debit Credit Balance
2010,Dec31 Balance forward $200,000dr
Investment 125,000 75,000dr
d. EXCESS OVER PAR ACCOUNT
Date Explanation Debit Credit Balance
2010,Dec31 Balance forward $550,000cr
Investment 1083,000 1630000cr
Cost of issuing 72,750 1,560,250
common stock cr
It belongs to
(To eliminate intercompany investment and Equity accounts of subsidiary on date of purchase of
business combination, to allocate excess cost over carrying amounts of assets acquired, with remainder
to goodwill and to establish minority interest in the net assets of subsidiary on date of Business
combination. )
Working paper for consolidated balance sheet- Partially owned subsidiary
After developing the elimination as explained above and the elimination journal entry, next step is to
prepare the working paper for consolidated balance sheet. The preparation of consolidated balance sheet
on the date of purchase type business combination usually requires the use of working paper for
consolidated balance sheet. In the case of partially owned subsidiary, there is owners’ equity other than
parent company hold known a s minority interest.
Nature of Minority Interest
The appropriate classification and presentation of minority interest in consolidated financial statements
has been a problem for accountants, especially because it is recognized only in the consolidation process
and does not result from a business transaction or event of either the parent company or the subsidiary.
Two concepts for consolidated financial statements have been developed to account for minority interest
and dividends declared and paid by the subsidiary. In addition, number of intercompany transactions and
events that frequently occur in a parent company- subsidiary relationship must be recorded.
Parent Company must account for the operating results of Subsidiary Company
PARENT SUBSIDIARY
COMPANY COMPANY
dividend should be debited and when the investment is returned by the subsidiary , the investment
account reduces as far as the parent company is concerned and thus when the investment reduces, it
should be credited:
Debit: Dividend (receivable) xxx
Credit: Investment xxx
(To record the dividend declared by the Subsidiary company)
In the record of the subsidiary, Net income is arrived as per the financial statement that is income
statement. But when the dividend is declared, dividends becomes an expenses appropriation and thus
dividend is debited and, it becomes payable to the parent company, and as such payable should be
credited.
Debit: Dividend xxxx
Credit: Dividend Payable xxxx
(To record the dividend payable to Parent company)
5.12.4 Adjustment of net income of Subsidiary Company
Generally Accepted Accounting Principles do not permit to write up the assets of a going concern. The
subsidiary company is a going concern as it is not liquidated after the business combination. So financial
statements of the subsidiary is prepared using the carrying amounts. It means that the depreciation,
amortization etc are calculated on the carrying amounts and not on the current fair value. Purchase
accounting method requires the current fair value to be incorporated in the consolidated balance sheet. In
other words, depreciation is calculated in the income statement of the subsidiary is on the basis of
carrying amount but for the consolidation purposed, it should be on the basis of current fair value . As
such depreciation and amortization value included in the subsidiary’s income statement is less than as it
is required. As the depreciation expenses are less provided, the net income of the subsidiary is over
stated. So net income of the subsidiary company should be reduced to that extend. When the
depreciation and amortization expense on the excess of current fair value of assets over the carrying
amount that is on the revaluation increment, investment income reduces and when the investment
income reduces, investment account also reduced, because when the net income arises in the subsidiary
it is treated as again invested by the parent company as such when the income is reduced, investment
account reduces. So the adjusting journal in the record of Parent Company is:
Debit: Investment income xxxx
Credit: Investment xxxx
(To record the adjustment of over stated income of subsidiary in the record of Parent Company)
5.12.4. Developing the Elimination journal
Elimination Process in Consolidation of financial statements subsequent to date of purchase, wholly
owned subsidiary should equate as follows.
Share Holders Equity of subsidiary + Remaining balance of Revaluation increment + Cost of
goods sold + Operating Expenses + Investment income Balance.
=
Investment in S. co. + Dividend Balance
5.12.5. Working paper for consolidated financial statements subsequent to date of purchase
After developing the elimination as explained above and the elimination journal entry, next step is to
prepare the working paper for consolidated balance sheet. The preparation of consolidated balance sheet
on the date of purchase type business combination usually requires the use of working paper for
consolidated balance sheet. In the case of partially owned subsidiary, there is owners’ equity other than
parent company hold known a s minority interest. Financial statements include Income statement,
retained earnings statement and the balance sheet. So in the working paper also it is to provide the
segments of financial statements. The columns are Parent company balance, subsidiary company
balance, elimination and the consolidated column.
5.12.6. Consolidated financial statement under equity method:
Financial statements include Income statement, retained earnings statement and the balance sheet. So in
the working paper also it is to provide the segments of financial statements. The figures in the last
column of the working paper are used to prepare the consolidated financial statements.
5.13. ACCOUNTING FOR OPERATING RESULTS OF SUBSIDIARY – COST METHOD
If the parent company is following cost method, the parent company records for the operating results of
a subsidiary only to the extent that dividends are declared by the subsidiary. Dividends declared by the
subsidiary from net income subsequent to the business combination are recognized as revenue by the
parent company. Dividends declared by the subsidiary in excess of post combination net income
constitute a reduction of the carrying amount of the parent company’s investment in the subsidiary.Net
income or net loss is of the subsidiary is not recognized by the parent company when the cost method of
accounting is used.
5.13.1. Working paper for consolidated financial statements – Cost Method
After developing the elimination as explained below and the elimination journal entry, next step is to
prepare the working paper for consolidated financial statements. The preparation of consolidated
financial statements subsequent to date of purchase type business combination usually requires the use
of working paper for consolidated financial statements. In the case of partially owned subsidiary, there is
owners’ equity other than parent company hold known a s minority interest. Financial statements
include Income statement, retained earnings statement and the balance sheet. So in the working paper
also it is to provide the segments of financial statements. The columns are Parent company balance,
subsidiary company balance, elimination and the consolidated column.
5.13.2. Developing Elimination – Cost Method
The working paper elimination should be carried out in four stages under cost method.
The first stage is to eliminate intercompany investment and Equity accounts of subsidiary on date of
Business combination, to allocate Revaluation Increment, with remainder to goodwill and to Establish
Minority interest in net assets of subsidiary on date of business combination. The second stage is To
provide for year 2 depreciation and amortization On revaluation increment of sage company’s
identifiable Assets and to amortize goodwill acquired in business Combination. The third stage is to
eliminate intercompany dividends and minority interest share thereof. The last stage is to establish the
minority interest in adjusted net income.
5.13.3. Consolidated financial Statement under cost.
Consolidated financial statements include consolidated income statement, consolidated retained earnings
statement and consolidated balance sheet. The figures in the last column (the consolidated column) of
the working paper is used to prepare the consolidated financial statements