Accountancy Key concepts Accountant · Accounting period · Bookkeeping · Cash and accrual basis · Cash flow management · Chart of accounts · Journal · Special journals · Constant Item Purchasing Power Accounting · Cost of goods sold · Credit terms · Debits and credits · Double-entry system · Mark-to-market accounting · FIFO & LIFO · GAAP / IFRS · General ledger · Goodwill · Historical cost · Matching principle · Revenue recognition · Trial balance Fields of accounting Cost · Financial · Forensic · Fund · Management · Tax Financial statements Statement of financial position · Statement of cash flows · Statement of changes in equity · Statement of comprehensive income · Notes · MD&A · XBRL Auditing Auditor's report · Financial audit · GAAS / ISA · Internal audit · Sarbanes–Oxley Act Accounting qualifications CA · CPA · CCA · CGA · CMA · CAT · CFA · CIIA · ACCA · CIA · CTP · ICAEW · CIMA · IPA · ICAN
Consolidation or amalgamation is the act of merging many things into one. In business, it often refers to the mergers and acquisitions of many smaller companies into much larger ones. In the context of financial accounting, consolidation refers to the aggregation of financial statements of a group company as consolidated financial statements. The taxation term of consolidation refers to the treatment of a group of companies and other entities as one entity for tax purposes. Under the Halsbury's Laws of England, 'amalgamation' is defined as "a blending together of two or more undertakings into one undertaking, the shareholders of each blending company, becoming, substantially, the shareholders of the blended undertakings. There may be amalgamations, either by transfer of two or more undertakings to a new company, or to the transfer of one or more companies to an existing company". Thus, the two concepts are, substantially, the same. However, the term amalgamation is more common when the organizations being merged are private schools or regiments.
- 1 Types of business amalgamations
- 2 Terminology
- 3 Accounting treatment (US GAAP)
- 4 Reporting intercorporate interest — investments in common stock
- 5 See also
- 6 References
Types of business amalgamations
There are three forms of business combinations:
- Statutory Merger: a business combination that results in the liquidation of the acquired company’s assets and the survival of the purchasing company.
- Statutory Consolidation: a business combination that creates a new company in which none of the previous companies survive.
- Stock Acquisition: a business combination in which the purchasing company acquires the majority, more than 50%, of the Common stock of the acquired company and both companies survive.
- Amalgamation: Means an existing Company which is taken over by another existing company. In such course of amalgamation, the consideration may be paid in "cash" or in "kind", and the purchasing company survives in this process....
- Parent-subsidiary relationship: the result of a stock acquisition where the parent is the acquiring company and the subsidiary is the acquired company.
- Controlling Interest: When the parent company owns a majority of the common stock.
- Non-Controlling Interest or Minority Interest: the rest of the common stock that the other shareholders own.
- Wholly owned subsidiary: when the parent owns all the outstanding common stock of the subsidiary.
Company is formed when in the process of the amalgamation, the combined company is formed out of the transaction. The amalgamated company is otherwise called the transferee company. The company or companies, which merge into the new company, are called the transferor companies and, the company, into which the transferor companies merge, is known as the transferee company.
"Amalgamating company" : The company or companies, which are merged, are called the "amalgamating companies". The amalgamating company or companies are also called the "transferor company/companies." dsd Date.
Accounting treatment (US GAAP)
A parent company can acquire another company in two ways:
- By purchasing the net assets.
- By purchasing the common stock of another company.
Regardless of the method of acquisition; direct costs, costs of issuing securities and indirect costs are treated as follows:
- Direct costs, Indirect and general costs: the acquiring company expenses all acquisition related costs as they are incurred.
- Costs of issuing securities: these costs reduce the issuing price of the stock.
Purchase of Net Assets
Treatment to the acquiring company: When purchasing the net assets the acquiring company records in its books the receipt of the net assets and the disbursement of cash, the creation of a liability or the issuance of stock as a form of payment for the transfer.
Treatment to the acquired company: The acquired company records in its books the elimination of its net assets and the receipt of cash, receivables or investment in the acquiring company (if what was received from the transfer included common stock from the purchasing company). If the acquired company is liquidated then the company needs an additional entry to distribute the remaining assets to its shareholders.
Purchase of Common Stock
Treatment to the purchasing company: When the purchasing company acquires the subsidiary through the purchase of its common stock, it records in its books the investment in the acquired company and the disbursement of the payment for the stock acquired.
Treatment to the acquired company: The acquired company records in its books the receipt of the payment from the acquiring company and the issuance of stock.
FASB 141 Disclosure Requirements: FASB 141 requires disclosures in the notes of the financial statements when business combinations occur. Such disclosures are:
- The name and description of the acquired entity and the percentage of the voting equity interest acquired.
- The primary reasons for acquisition and descriptions of factors that contributed to recognition of goodwill.
- The period for which results of operations of acquired entity are included in the income statement of the combining entity.
- The cost of the acquired entity and if it applies the number of shares of equity interest issued, the value assigned to those interests and the basis for determining that value.
- Any contingent payments, options or commitments.
- The purchase and development assets acquired and written off.
Treatment of goodwill impairments:
- If Non-Controlling Interest (NCI) based on fair value of identifiable assets: impairment taken against parent's income & R/E
- If NCI based on fair value of purchase price: impairment taken against subsidiary's income & R/E
Reporting intercorporate interest — investments in common stock
1. 20% ownership or less
When a company purchases 20% or less of the outstanding common stock, the purchasing company’s influence over the acquired company is not significant. (APB 18 specifies conditions where ownership is less than 20% but there is significant influence).
The purchasing company uses the cost method to account for this type of investment. Under the cost method, the investment is recorded at cost at the time of purchase. The company does not need any entries to adjust this account balance unless the investment is considered impaired or there are liquidating dividends, both of which reduce the investment account.
Liquidating dividends : Liquidating dividends occur when there is an excess of dividends declared over earnings of the acquired company since the date of acquisition. Regular dividends are recorded as dividend income whenever they are declared.
Impairment loss : An impairment loss occurs when there is a decline in the value of the investment other than temporary.
2. 20% to 50% ownership — Associate company
When the amount of stock purchased is between 20% and 50% of the common stock outstanding, the purchasing company’s influence over the acquired company is often significant. The deciding factor, however, is significant influence. If other factors exist that reduce the influence or if significant influence is gained at an ownership of less than 20%, the equity method may be appropriate (FASB interpretation 35 (FIN 35) underlines the circumstances where the investor is unable to exercise significant influence).
To account for this type of investment, the purchasing company uses the equity method. Under the equity method, the purchaser records its investment at original cost. This balance increases with income and decreases for dividends from the subsidiary that accrue to the purchaser.
Treatment of Purchase Differentials: At the time of purchase, purchase differentials arise from the difference between the cost of the investment and the book value of the underlying assets.
Purchase differentials have two components:
- The difference between the fair market value of the underlying assets and their book value.
- Goodwill: the difference between the cost of the investment and the fair market value of the underlying assets.
Purchase differentials need to be amortized over their useful life; however, new accounting guidance states that goodwill is not amortized or reduced until it is permanently impaired, or the underlying asset is sold.
3. More than 50% ownership — Subsidiary
When the amount of stock purchased is more than 50% of the outstanding common stock, the purchasing company has control over the acquired company. Control in this context is defined as ability to direct policies and management. In this type of relationship the controlling company is the parent and the controlled company is the subsidiary. The parent company needs to issue consolidated financial statements at the end of the year to reflect this relationship.
Consolidated financial statements show the parent and the subsidiary as one single entity. During the year, the parent company can use the equity or the cost method to account for its investment in the subsidiary. Each company keeps separate books. However, at the end of the year, a consolidation working paper is prepared to combine the separate balances and to eliminate the intercompany transactions, the subsidiary’s stockholder equity and the parent’s investment account. The result is one set of financial statements that reflect the financial results of the consolidated entity
Wikimedia Foundation. 2010.
Look at other dictionaries:
business trend — UK US noun [C] ► a general change in the way business is developing: »Economists don t know exactly what business trend will drive the next wave of jobs. »Recently there has been a general business trend toward corporate downsizing and… … Financial and business terms
Consolidation — may refer to: Consolidation (business), the mergers or acquisitions of many smaller companies into much larger ones Consolidation (soil), a geological process whereby a soil decreases in volume Consolidation (media), consolidation of United… … Wikipedia
consolidation — The combining of two or more firms to form an entirely new entity. Bloomberg Financial Dictionary A procedure whereby a number of small consignments are loaded together to form a single, larger consignment. This must be carried out as part of a… … Financial and business terms
Consolidation — The combining of two or more firms to form an entirely new entity. The New York Times Financial Glossary * * * consolidation con‧sol‧i‧da‧tion [kənˌsɒlˈdeɪʆn ǁ ˌsɑːl ] noun [countable, uncountable] 1. ECONOMICS when companies combine in… … Financial and business terms
Business valuation — is a process and a set of procedures used to estimate the economic value of an owner’s interest in a business. Valuation is used by financial market participants to determine the price they are willing to pay or receive to consummate a sale of a… … Wikipedia
Business performance management — is a set of management and analytic processes that enable the management of an organization s performance to achieve one or more pre selected goals. Synonyms for business performance management include corporate performance management and… … Wikipedia
Business intelligence tools — are a type of application software designed to report, analyze and present data. The tools generally read data that have been previously stored often, though, not necessarily, in a data warehouse or data mart. Types of business intelligence tools … Wikipedia
consolidation — I noun affiliation, aggregation, amalgamation, assemblage, association, centralization, coadunation, combination, compact, confederation, conjunction, conjuncture, consortium, federation, fusion, incorporation, integration, junction, league,… … Law dictionary
consolidation — consolidation, merger, amalgamation are comparable when denoting a union of two or more business corporations. Consolidation is often used as a general term; more precisely it implies a unification of the companies or corporations with… … New Dictionary of Synonyms
Business Transformation Agency — logo The Business Transformation Agency (BTA) was an organization of the United States Department of Defense (DoD) responsible for guiding the Department’s business operations modernization. The BTA was active from 2005 and until its closure in… … Wikipedia