Consolidation PartB

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CONSOLIDATION of

Statement of Financial Position


Part B
Consolidation -
Example 7
• 100% ownership
• Add Parent (P) and Subsidiary (S) Balance sheet
• Eliminate INVESTMENT ACCOUNT IN P
• Calculate Goodwill
• Record impairment of Goodwill
Goodwill & Impairment: P acquires 100% of the equity shares of S on January 1. P paid $150,000 for the shares. At
acquisition fair value of the net assets of S was $95,000.At December 31 goodwill has been impaired by $5,000.
P S P S CSFP 31/12
1/1 1/1 31/12 31/12
Non-current Assets:
Non-current Assets: Goodwill* 50,000
Property, plant & 500,000 75,000 525,000 80,000 Property, plant & equipment 605,000
equipment
Current Assets 295,000
Investment in S 150,000 - 150,000 - 950,000
650,000 75,000 675,000 80,000
Current Assets 100,000 75,000 175,000 120,000 Equity
Equity shares of $1 each 200,000
750,000 150,000 850,000 200,000
Share Premium 150,000
Equity Retained Earnings** 375,000
Equity shares of $1 200,000 25,000 200,000 25,000
each 725,000
Current Liabilities 225,000
Share Premium 150,000 5,000 150,000 5,000
950,000
Retained Earnings 250,000 65,000 325,000 120,000
600,000 95,000 675,000 150,000 * Goodwill = 150-95=55
Current Liabilities 150,000 55,000 175,000 50,000 After Impairment Goodwill = 55-5 = 50
Retained earnings = 325+120-65-5**=375
750,000 150,000 850,000 200,000 ** Impairment of goodwill recorded as loss as part of other income
and expenses in Income statement
Consolidation
Example 8 – Required Calculate Goodwill if acquisition is mid year
• 100% ownership
• P acquires S mid year
Goodwill & Mid-year Acquisition: P acquires 100% of S on 1 August, 2014 at a cost of $500,000. The statement of
financial position of S is shown below. Calculate goodwill. Assume assets are at FV.

S S
1/1/14 31/12/14
$
Non-current Assets:
Net Assets at 1/1/14 370,000
Property, plant & equipment 325,000 345,000
Other Assets 75,000 100,000 Profits for 7 months to 1 21,000
August (7/12 x [156 - 120])
400,000 445,000
Net Assets of S at 1 August 391,000
Equity
Equity shares of $1 each 200,000 200,000 Cost of shares 500,000
Share Premium 50,000 50,000 Goodwill 109,000
Retained Earnings 120,000 156,000
370,000 406,000
Current Liabilities 30,000 39,000
400,000 445,000 Key Assumption
Profits accrue evenly over the year
Consolidation
Consolidation
• Consolidation is required even if less that 100% of shares are owned. (Control and Power)
• Total assets and liabilities of subsidiary companies are included in the consolidated
statement of financial position, even in the case of subsidiaries which are only partly
owned.
• A proportion of the net assets of such subsidiaries in fact belongs to investors from outside
the group (non-controlling interests).
• IFRS 3 allows two alternative ways of calculating non-controlling interest in the group
statement of financial position.
Non-controlling interest can be valued at:
(a) Its proportionate share of the fair value of the subsidiary's net assets; or
(b) Full (or fair) value (usually based on the market value of the shares held by the
non-controlling interest)
Consolidation – NCI using Proportionate
share
1) Aggregate the assets and liabilities in the statement of financial position
i.e 100% P Co + 100% S Co irrespective of how much P Co actually owns.
Equity will show Non controlling interest
This shows the amount of net assets controlled by the group.
2) Share capital is that of the parent only.
3) Balance of subsidiary's post-acquisition reserves are consolidated (after
cancelling any intra-group items). P’s share only
4) Calculate the non-controlling interest share of the subsidiary's net assets
(share capital plus reserves).
5) NCI is shown as part of equity on Consolidated statements
NCI = (NCI % x share Capital) + (NCI % x retained earnings)
9)P Co has owned 75% of the share capital of S Co since the date of S Co's incorporation. Their latest statements of
financial position are given below. Use proportionate share method
P S
31/12 31/12
Non-current Assets:
PP&E 50,000 35,000 85,000
Investment in S ($1 ordinary shares) 30,000 -
80,000
Current Assets 45,000 35,000 80,000
Total Assets 125,000 70,000 165,000

Equity:
Equity shares of $1 each 80,000 40,000 80,000
Retained Earnings 25,000 10,000 32,500*
105,000 50,000 112,500
NCI 12,500
Current Liabilities 20,000 20,000 40,000
125,000 70,000 165,000

Note: All of S Co's net assets are consolidated despite the fact that the company is only 75% owned *Retained earnings
Non-controlling share of share capital (25% x $40,000) = 10,000 25,000 + (75%x10,000)= 32,500
Non-controlling share of retained earnings (25% x $10,000) = 2,500
Total = 12,500
Consolidation – NCI at Proportionate share
and Goodwill

If P Co had obtained less than 100% of the shares of S Co.


• P Co had paid $70,000 for 40,000 shares in S Co,
• Net asset of S Co at acquisition $ 60,000
Goodwill working would be as follows:
Consideration transferred 70,000
Non-controlling interest (60,000 x 20%) 12,000
Net assets acquired (60,000)
Goodwill 22,000

Note: Goodwill is the excess of the amount transferred plus the amount of non-controlling interests
over the fair value of the net assets of the subsidiary. (Net assets netted of non-controlling interest)
10)NCI: P acquires 300,000 shares of S on January 1, 2014. P paid $850,000 to buy the shares.
1.Calculate % shareholding.
2. Calculate subsidiaries' Net Assets at date of acquisition & date of reporting.
3. Calculate Goodwill.
4. Calculate NCI.
5. Calculated Group Retained Earnings. Now prepare CSFP at 1/1 using proportionate share for NCI
P 1/1 S 1/1 1. 300,000 shares / 400,000 (total shares) = 75% 1/1
2. Net Assets = 800,00
Property, plant & 1,400,000 850,000 Non-current Assets:
equipment 3. Goodwill (850 - [75% of 800]) 250,000
Investment in S 850,000 - Property, plant & equipment (1400 + 850) 2,250,000
2,250,000 850,000 Current Assets (500 + 200) 700,000
Other Assets 500,000 200,000 3,200,000
2,750,000 1,050,000 Equity
Equity shares of $1 each 800,000
Share Premium 600,000
Equity shares of $1 each 800,000 400,000
5. Retained Earnings 950,000

Share Premium 600,000 200,000 2,350,000


Retained Earnings 950,000 200,000 4. Non-Controlling interest (1 – 75%) of 800 200,000
2,350,000 800,000 2,550,000
Current Liabilities 400,000 250,000 Current Liabilities (400 + 250) 650,000
2,750,000 1,050,000 3,200,000
Consolidation – NCI at Fair Value
• IFRS 3 gives entities the option of valuing non-controlling interest (NCI) at fair value.
• IFRS 3 suggests that the closest approximation to fair value will be the market price of
the shares held by non-controlling shareholders just before acquisition by the parent

• Assume that the market price of the shares was $1.25. 80% of 50,000 shares acquired
by P. 10,000 with NCI. P Co had paid $70,000 for 40,000 shares in S Co, Net asset of S
Co at acquisition $ 60,000
The goodwill calculation will then be as follows:
Consideration transferred 70,000
Fair value of NCI (10,000 × $1.25) 12,500
Net assets at acquisition (60,000)
Goodwill 22,500
Note: $500 higher than goodwill calculated measuring NCI at its share of the net assets of the
subsidiary. This $500 represents the goodwill attributable to the NCI
NCI at year end has to be calculated too
11) P Co acquired 75% of the shares in S Co on 1/1 when S Co had retained earnings of $15,000. The market price of S Co's shares just before the
date of acquisition was $1.60. P Co values NCI at fair value. Goodwill is not impaired.
P 31/12 S 31/12 CSFP 12/31

Property, plant & 60,000 50,000 Non-current Assets:


equipment Goodwill * 23,000
Investment in S 68,000 - Property, plant & equipment 110,000

128,000 50,000 Current Assets 87,000


220,000
Current Assets 52,000 35,000
Equity
180,000 85,000
Equity shares of $1 each 100,000
**Retained Earnings 77,500
Equity shares of $1 each 100,000 50,000
Retained Earnings 70,000 25,000 177,500
170,000 75,000 ***NCI 22,500

Current Liabilities 10,000 10,000 200,000


180,000 85,000 Current Liabilities 20,000
220,000
*Goodwill
Consideration transferred 68,000
Fair Value of NCI (12,500 × $1.60) 20,000
Net assets of S Co at acq (50,000 +15,000) (65,000) **R.E = 70,000 +75%x(25,000-15,000) = 77,500
Goodwill 23,000 *** NCI = 20,000 (at acq)+ 25% x 10,000 (R.E) = 22,500
Consolidation – Dividend paid by S
When a subsidiary pays a dividend during the year.

Example
•S Co., a 60% subsidiary of P Co., pays a dividend of $1,000 on the last day of its accounting period.
•Its total reserves before paying the dividend stood at $5,000.
(a)
$400 of the dividend is paid to non-controlling shareholders. The cash leaves the group and will
not appear anywhere in the consolidated statement of financial position.
(b)
The parent company receives $600 of the dividend,
Dr cash
Cr Dividend/profit or loss.
This will be cancelled on consolidation.
(c) The remaining balance of retained earnings in Subsidiary Co's statement of financial position
($4,000) will be consolidated in the normal way.

The group's share (60% x $4,000 = $2,400) will be included in group retained earnings in the
statement of financial position;
the non-controlling interest share (40% x $4,000 = $1,600) is credited to the non-controlling
interest account in the statement of financial position
Consolidation – Forms of Consideration
Forms of consideration
• Cash
• Contingent consideration : of the acquirer to transfer additional assets or equity
interests to the former owners of an acquiree as part of the exchange for control of
the acquiree if specified future events occur or conditions are met’
IFRS 3 requires recognition of all contingent consideration, measured at fair value, at
the acquisition date
• Deferred Consideration: An agreement may be made that part of the consideration
for the combination will be paid at a future date. This consideration will therefore
be discounted to its present value using the acquiring entity's cost of capital
• Share exchange: Parent issues own shares in exchange for Sub’s shares
Consolidation – Forms of Consideration
Deferred Consideration Example
• P acquired 75% of the subsidiary's 80m $1 shares on 1/1/16.
• It paid $3.50 per share and agreed to pay a further $108m on 1/1/17.
• The parent company's cost of capital is 8%.
In SFP as 31 December 2016 the cost of the combination will be:
80m shares x75% x $3.50 210m
Deferred consideration:
$108m x 1/1.08 100m
Total consideration 310m

At 31 December 2016 $8m will be charged to finance costs, being the unwinding of the discount on the deferred
consideration.
The deferred consideration was discounted by $8m to allow for the time value of money.
At 1 January 2017 the full amount becomes payable.
Consolidation – Forms of Consideration
Share exchange example
The parent has acquired 12,000 $1 shares in the subsidiary by issuing 5 of its own $1
shares for every 4 shares in the subsidiary. The market value of the parent company's
shares is $6.
Cost of the combination:
$ 12,000 x5/4 x$6 90,000
Note Cr share capital and share premium of the parent company as follows.
Debit Credit
Investment in subsidiary 90,000
Share capital ($12,000 x5/4) 15,000
Share premium ($12,000 x5/4 x5) 75,000
Example 12
• P Co acquired its investment in S Co on 1 July 2017 when the retained earnings of S Co stood
at $6,000.
• The agreed consideration was $30,000 cash and a further $10,000 on 1 July 2019.
• P Co's cost of capital is 7%.
• S Co has an internally-developed brand name – ‘Song' – which was valued at $5,000 at the
date of acquisition.
• There have been no changes in the share capital or revaluation surplus of S Co since that
date.
• At 30 June 2018 S Co had invoiced P Co for goods to the value of $2,000 and P Co had sent
payment in full but this had not been received by S Co.
• There is no impairment of goodwill.
• It is group policy to value NCI at full fair value. (market price of shares)
• At the acquisition date the NCI was valued at $9,000.
• Required Prepare the consolidated statement of financial position as at 30 June 2018
P S
30/6 30/6
Non-current Assets:
PP&E 50,000 40,000
Inv in S (20,000 shares at cost) 30,000 -

80,000 40,000
Current Assets
Inventory 3,000 8,000
Trade Receivable from P 10,000
Other 16,000 7,000
Cash & Cash Equi 2,000
101,000 65,000
Equity:
Equity shares of $1 each 45,000 25,000
Revaluation Surplus 12,000 5,000
Retained Earnings 26,000 28,000
83,000 58,000
Current Liabilities
Trade & Other pay To S 8,000 7,000
Other 10,000
101,000 65,000
1) % ownership = 20,000 shares of total 25,000 =80%
2)Consideration paid
Cash paid 30,000
Fair value of deferred consideration
(10,000 x 1/(1.072 *)) 8,734
38,734
*Note that the deferred consideration has been discounted at 7% for two years (1 July 2017 to 1 July 2019). However, at the date of the current
financial statements, 30 June 2018, the discount for one year has unwound. The amount of the discount unwound is:
$ (10,000 x 1/1.07) – 8,734= 612
This amount will be charged to finance cost (Reduce R.E of P) in the consolidated financial statements and the deferred consideration under
liabilities will be shown as $9,346 (8,734 + 612).
3) Goodwill Other Adjustments- Revaluation surplus
Goodwill Group
Consolidated revaluation surplus $
Consideration transferred (W2) 38,734
Fair value of NCI 9,000
P Co 12,000
Net assets acquired as represented by: Share of S Co's post acquisition revaluation surplus 0
Ordinary share capital 25,000 Total 12,000
Revaluation surplus on acquisition 5,000 5) Retained Earnings
Retained earnings on acquisition 6,000 P S
Intangible asset – brand name Song 5,000 $ $
(41,000) Retained earnings per question 26,000 28,000
Goodwill 6,734
Less pre-acquisition (6,000)
4) NCI at year end 22,000
Fair value of NCI at acq 9,000
Discount unwound – finance costs (612)
Share of post-acquisition R.E
(22,000 x 20%) 4,400 Share of S’s R.E: 80% x $22,000 17,600
13,400 42,988
P S CSFP 30/6/18
30/6 30/6
Non-current Assets:
Non-current Assets:
PP&E 90,000
PP&E 50,000 40,000
Intangible Asset: Goodwill 6,734
Inv in S (20,000 shares at 30,000 - Brand 5,000
cost)
Current Assets
80,000 40,000
Inventory 11,000
Current Assets
Trade Receivable
Inventory 3,000 8,000 Other 23,000
Trade Receivable from P 10,000 Cash & Cash Equi * 4,000
Other 16,000 7,000
139,734
Cash & Cash Equi 2,000
Equity:
101,000 65,000
Equity shares of $1 each 45,000
Equity:
Revaluation Surplus 12,000
Equity shares of $1 each 45,000 25,000
Retained Earnings 42,988
Revaluation Surplus 12,000 5,000
NCI 13,400
Retained Earnings 26,000 28,000
113,388
83,000 58,000
Current Liabilities
Current Liabilities
Trade & Other pay 17,000
Trade & Other pay To S 8,000 7,000
Deferred Consideration 9,346
Other 10,000
139,734
101,000 65,000
* Cash in transit of 2,000 is added
Consolidation
Intra Group Trading – Unrealized profits
• Any receivable/payable balances outstanding between the companies are cancelled
on consolidation. No further problem arises if all such intra-group transactions are
undertaken at cost, without any mark-up for profit.
A and B are companies in the same Group. A sells goods to B with a mark up added.
This gives rise to two problems:
(a) Although A Co makes a profit as soon as it sells goods to B Co, the group does not
make a sale or achieve a profit until an outside customer buys the goods from B Co.
(b) Any purchases from A Co which remain unsold by B Co at the year end will be
included in B Co's inventory. Their value in the statement of financial position will
be their cost to B Co, which is not the same as their cost to the group.
In a consolidated statement of financial position, the only profits recognized should be
those earned by the group
Unrealized Profits – Trading goods
S selling goods to P
S Co is 75% owned and sells goods to P Co. for $16,000 cost + $4,000 profit = $20,000 and if these
items are unsold by P Co at the end of the reporting period, the 'unrealised' profit of $4,000 earned
by S Co and charged to P Co will be partly owned by the NCI of S Co
Dr Retained Earnings Retained Earnings for GROUP
If S selling to P
Dr NCI Parents R.E
Cr Group Inventory +
P’s Share x (S’s R.E – Unrealized profit – S’s preacq R.E)

P selling to S
P buys goods for $1,600 and sells them to a S Co for $2,000. S Co does not sell these good so at the year end
and appear in S Co's statement of financial position at $2,000. P Co. recorded a profit of $400 in its individual
accounts. For the group’s the figures are:
Cost $1,600 Closing inventory at cost $1,600 Profit/loss nil
Dr Retained Earnings Retained Earnings for GROUP
If P selling to S
Cr Group Inventory Parents R.E – Unrealized profit
+
P’s Share x (S’s R.E – S’s preacq R.E)
P Co has owned 75% of the shares of S Co since the incorporation of that company. During the year to 31 December 2020, S Co
sold goods costing $16,000 to P Co at a price of $20,000 and these goods were still unsold by P Co at the end of the year. Assume
No goodwill. Prepare the consolidated statement of financial position of P Co at 31 December 2020. The fair value of the non-
controlling interest at acquisition was $25,000. SoFP of each company at 31 December 2020 were
P S CSFP
31/12/20 31/12/20 31/12/20

Non-current Assets:
Retained earnings The profit earned by Sinclair
Co but unrealized by the group is $4,000 of
PP&E 125,000 120,000 245,000
which $3,000 (75%) is attributable to the group
Investment in S 75,000 - and $1,000 (25%) to the NCI.
75,000 ordinary shares of $1 each P Co S Co Retained earnings
200,000 120,000 245,000 150,000 60,000
Current Assets Less unrealized profit (4,000)
56,000 Share of S Co 42,000
Inventory 50,000 48,000 94,000* =56,000x75% 192,000
Trade Receivable 20,000 16,000 36,000

270,000 184,000 375,000


Non-controlling interest
Equity:
Fair value at acquisition 25,000 Share
Equity shares of $1 each 80,000 100,000 80,000 of post-acquisition
Retained Earnings 150,000 60,000 192,000 retained earnings
NCI 39,000 (56,000 x 25%) 14,000
39,000
230,000 160,000 311,000

Current Liabilities 40,000 24,000 64,000


*Inventory = 50+48-4=94
270,000 184,000 375,000
P Co acquired 80% of the shares in S Co one year ago when the reserves of S Co stood at $10,000. During the year S Co sold goods to P Co for $50,000, the profit to S
Co being 20% of selling price. At the end of the reporting period, $15,000 of these goods remained unsold in the inventories of P Co. At the same date, P Co owed S
Co $12,000 for goods bought and this debt is included in the trade payables of P Co and the receivables of S Co. NCI is valued at full fair value. It was valued at
$9,000 at the date of acquisition. Prepare CSFP at year end
P S CSFP
31/12 31/12 31/12 1. % owned 80% 2. Consideration = 46,000
3. Goodwill
Non-current Assets: Consideration transferred 46,000
PP&E 80,000 40,000 120,000 Fair value of NCI 9,000
Net assets acquired
Investment in S at cost 46,000 - Goodwill 15,000
Share capital 30,000
Current Assets 40,000 30,000 55,000 Retained earnings 10,000
(40,000)
Total Assets 166,000 70,000 190,000
Goodwill 15,000
Equity: 4. Retained earnings P
Equity shares of $1 each 100,000 30,000 100,000 Co S Co Retained earnings 45,000
22,000
Retained Earnings 45,000 22,000 52,200
unrealized profit (3,000)
145,000 52,000 NCI 10,800 20%x15,000
Current Liabilities 21,000 18,000 27,000
Pre Acq R.E (10,000)
9,000 Share of S Co
166,000 70,000 190,000 7,200 =9,000x80% 52,200
5. Non-controlling interest
6. Current Assets
Fair value at acquisition 9,000
P Co + S Co – S Co rec from P – unrealized profit (only goods unsold at year end
Share of post-acquisition
40+30-12-(15x20%) = 55,000
retained earnings
(9,000 x 20%) 1,800 7. Current Liabilities
10,800 P Co + S Co – P payable to S = 21+18-12 = 27,000
Consolidation
Intra Group Sale of Assets
• Individual accounts of the company concerned will treat the transfer just like a sale between
unconnected parties:
• the selling company will record a profit or loss on sale, while the purchasing company will record the
asset at the amount paid to acquire it, and will use that amount as the basis for calculating depreciation.
• On consolidation, the usual 'group entity' principle applies. The consolidated statement of
financial position must show assets at their cost to the group, and any depreciation charged
must be based on that cost.
Two consolidation adjustments will usually be needed to achieve this.
1) An adjustment to alter retained earnings and non-current assets cost so as to remove any
element of unrealized profit or loss.
2) An adjustment to alter retained earnings and accumulated depreciation is made so that
consolidated depreciation is based on the asset's cost to the group.
The retained earnings of the entity making the sale are debited with the unrealized profit and
the additional depreciation is credited back to the entity holding the asset.
Unrealized Profits – Non current assets
P selling to S
S selling to P
Dr Group retained earnings
Dr S’s retained earnings
Cr Non current asset Cr Non current asset
With profit on disposal With profit on disposal

Dr Non current asset Dr Non current asset


Cr Group’s retained earnings Cr S’s retained earnings
With the excess depreciation With the excess depreciation
Retained Earnings for GROUP Retained Earnings for GROUP
If S selling to P If P selling to S
Parents R.E + excess depreciation Parents R.E – unrealized profit
+ +
P’s Share x (S’s R.E – Unrealized profit – S’s preacq R.E) P’s Share x (S’s R.E + excess depreciation – S’s preacq R.E)
P Co owns 60% of S Co and on 1 January 2021 S Co sells plant costing $10,000 to P Co for $12,500.
The companies make up accounts to 31 December 2021 and the balances on their retained earnings
at that date are:
P Co after charging depreciation of 10% on plant $27,000
S Co including profit on sale of plant $18,000
Required Show the working for consolidated retained earnings.
Retained earnings P Co S Co
27,000 18,000
Disposal of plant Profit (2,500)
Depreciation: 10% x $2,500 250 15,500
Share of S Co: $15,500 x60% 9,300
36,550
Notes
1. The NCI in the retained earnings of S Co is 40% x $15,500 = $6,200.
2. The profit on the transfer less related depreciation of $2,250 (2,500 – 250) will be deducted from
the carrying amount of the plant to write it down to cost to the group.
Consolidation – Fair Value Adjustments
Carrying amount of net assets must be equal to fair value

There are two possible ways of achieving this:


(a) The subsidiary company might incorporate any necessary revaluations in its
own books of account. In this case, we can proceed directly to the
consolidation, taking asset carrying amounts and reserves figures straight
from the subsidiary company's statement of financial position.
(b) The revaluations may be made as a consolidation adjustment without being
incorporated in the subsidiary company's books. In this case, we must make
the necessary adjustments to the subsidiary's statement of financial position
as a working. Only then can we proceed to the consolidation.
P Co acquired 75% of the ordinary shares of S Co on 1 September 2015. At that date the fair value of S Co's non-current assets was $23,000 greater than their carrying
amount, and the balance of retained earnings was $21,000. The statements of financial position of both companies at 31 August 2016 are given below. S Co has not
incorporated any revaluation in its books of account. NCI is valued at full fair value which was deemed to be $18,000 at the acquisition date. If S Co had revalued its
non-current assets at 1 September 2015, an addition of $3,000 would have been made to the depreciation.
P S CSFP
31/8/16 31/8/16 31/8/16 1. % owned 75% 2. Consideration=51,000
3. Goodwill
Non-current Assets:
Consideration transferred 51,000
PP&E 63,000 28,000 111,000 Fair value of NCI 18,000
Investment in S 51,000 - Goodwill 5,000
Net assets acquired
Share capital 20,000
Current Assets 82,000 43,000 125,000 Retained earnings 21,000
FV adjustment 23,000
Total Assets 196,000 71,000 241,000
(64,000)
Equity: Goodwill 5,000
Equity shares of $1 each 80,000 20,000 80,000
4. Retained earnings P
Retained Earnings 96,000 41,000 108,750 Co S Co Retained earnings 96,000
176,000 61,000 NCI 22,250 41,000
Pre acq profits (21,000)
Current Liabilities 20,000 10,000 30,000
Dep adj (3,000)
196,000 71,000 241,000 17,000 Share of S Co
12,750 =17,000x75% 108,750
5. Non-controlling interest
Fair value at acquisition 18,000
Share of post-acquisition
retained earnings 6. Non Current Assets
(17,000 x 25%) 4,250 P Co + S Co +Fair Valu Adju- Depreciation
22,250 63+28+23-3 = 111,000

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