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Subject:
Consolidation Accounting
Category: Business and Money > Accounting Asked by: ceti-ga List Price: $25.00 |
Posted:
02 Jun 2003 05:08 PDT
Expires: 02 Jul 2003 05:08 PDT Question ID: 211905 |
I own 20% of a corporation (ABC). I want to borrow funds from another company (XYZ) that currently owns 31% of ABC. XYZ wants me to place my shares of ABC with them as collateral, and then to grant them voting rights over my shares. If I do this (and I don't mind doing it), can (or must) XYZ consolidate the results of ABC into their own financial statements (since they would now have voting control over 51% of ABC's stock)? |
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There is no answer at this time. |
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Subject:
Re: Consolidation Accounting
From: respree-ga on 02 Jun 2003 13:58 PDT |
Assuming XYZ gains voting control over your 20% in ABC, I believe the answer is yes. Here are some basic definitions on consolidation accounting. http://www.dow.com/financial/2000ann/notes01.htm |
Subject:
Re: Consolidation Accounting
From: ceti-ga on 02 Jun 2003 14:54 PDT |
Respree, thanks for your comment. I read the attached report from Dow Chemical, but it does not appear to address the situation of a controlling interest in a NON-majority owned investee. That is the crux of my question: does a corporation consolidate financial statements where they own less than 50% but exercise voting control over more than 50% of the investee's shares? |
Subject:
Re: Consolidation Accounting
From: respree-ga on 03 Jun 2003 12:44 PDT |
Hi Ceti: I was trying to have you avoid reading technical material (its horribly boring and confusing), but I guess the first link I posted was a bit too simplistic. Basically, consolidated financial statements boils down to control (or voting rights). Can the parent exercise significant control over the 'to be consolidated' company? If the answer is yes, consolidated financial statements are appropriate. Please see the link below. http://www.nysscpa.org/cpajournal/old/07133078.htm "The objective of consolidated financial statements is to report the financial position and results of operations of the parent company and its subsidiaries as if the group were one economic enterprise. Since the parent company is able to control the decision-making processes and resources of the subsidiary, a single economic unit exists. Thus, consolidated financial statements usually provide a more meaningful presentation to stockholders and creditors than separate presentations by parent and each subsidiary. EXAMPLE: A controlling financial interest is present when the parent company owns, either directly or indirectly, more than 50% of the outstanding voting shares of a subsidiary. For example, Peterson owns 100% and 49% of the outstanding voting shares of Sampson and Shane, respectively. In addition, Sampson owns 10% of the outstanding voting shares of Shane. Peterson has a controlling financial interest in both Sampson and Shane. Peterson has a direct controlling financial interest in Sampson (100%), but Peterson controls Shane through direct and indirect ownership (49% + 10% = 59%). Shane and Sampson should be included in the consolidated financial statements of Peterson." |
Subject:
Re: Consolidation Accounting
From: ceti-ga on 03 Jun 2003 15:51 PDT |
Respree, Thank you so much for the further information and link. The article was from 1989 but I assume that since you attached it you believe that no further clarification of the rules has been forthcoming. The article hit the nail on the head where it says (caps are mine), "Similarly, consolidation of subsidiaries that are controlled by means OTHER THAN OWNERSHIP of majority voting interest--by significant minority ownership by contract, lease, or other agreement with stockholders, by court degree, or otherwise--HAS NOT BEEN RECONSIDERED because that subject is also a part of the project on the reporting entity." I take this to mean that they haven't really ruled on this issue, which is the heart of my question: the entity (ABC) in my case is controlled by "means other than ownership of majority voting interest" -- would it be your view that consolidation of financial statements for reporting purposes (XYZ is a public company) would certainly be permitted, even though not required? In this particular case, XYZ would like to consolidate the results of ABC into their own. |
Subject:
Re: Consolidation Accounting
From: respree-ga on 03 Jun 2003 23:53 PDT |
Hi Ceti: While I have some experience in accounting, I am not offering you professional accounting advice, just my personal opinion and interpretation. It gets a bit complicated because of your situation. The short answer is that XYZ 'can' consolidated, although it 'appears' they are not 'required' to under FASB (Financial Accounting Standards Board) Statement 94. http://www.fasb.org/st/summary/stsum94.shtml If XYZ had just plain bought out your 20% in ABC, clearly they would be REQUIRED to consolidated, under Statement 94. Your situation is a bit different in my opinion. Because you have pledged your shares as collateral for the loan, XYZ gains voting power that is 'temporary'. I presume, once the loan is repaid, your 20% voting power in ABC reverts back to you. Because control is temporary, this is the reason they are not 'required' to consolidate, under Statement 94. Again, I would seek the concurrence of my opinion with your CPA. Hope that helps. |
Subject:
Re: Consolidation Accounting
From: ceti-ga on 04 Jun 2003 01:40 PDT |
Respree...thanks again for further comments. Your knowledge seems pretty significant for someone who only professes to have "some experience" with accounting! I think your opinion makes sense and could be the answer, but I do need to get confirmation from someone who knows this stuff cold. The "temporary" voting aspect is important, as you point out....the key question now is, does anything preclude XYZ from consolidating if they want to? Thanks again for your views, cheers. |
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