Reasons for Combination

The primary purpose of the formation of a combination or a consolidation of two or more corporations, or of the taking over of a partnership business by a corporation, is to secure greater profits through unity of control. To this end the various parties to the consolidation agree to subordinate their own interests if the effectiveness of the larger unit is thereby increased. The main object in view is the control of any external or internal factors that affect earnings. Profit may be increased by economy of operation resulting from large-scale production, by economies in use of by-products, by the standardization of product and improvement of quality, and by the elimination of duplicate effort; or the control of sources of supplies or of a marketing organization, or greater ease in obtaining capital, or greater facility in dealing with labor, may be among the advantages obtained. In the past the most important of all factors has been the elimination of competition by the control of selling prices, thus securing a greater hold on the market and reducing selling expense. A consolidated enterprise enjoys the advantage of adding to its plant facilities and rounding out the scope of its activities without the expenditure of new construction or capital purchases entailing the raising of large sums of money.

Types of Consolidation

In the popular mind the terms, combination, trust, holding company, consolidation, and merger stand very much for one and the same thing. The end sought is generally the same, namely, the power to control in some degree the conditions surrounding a particular industry. The means used are dictated by the actual conditions governing the situation, such as the possibility of coming to an agreement, legal aspects, financial factors, etc.

Where the elimination of competition was the main consideration, the end sought was most easily achieved by arrangements variously termed a “gentleman’s agreement,” an “interlocking directorate,” a “community of interest,” a “pool,” or a “voting trust”—the results of which were generally referred to as “combinations.” Like the earlier form of the holding company, the “trust,” they are known in the federal courts as “combinations in restraint of trade,” are illegal, and are no longer entered into.

The trust derived its name from the fact that it was controlled by a board of trustees who issued trust certificates in lieu of the stock of the participating companies. Popular aversion to this form of control has led to the formation of another and better type of organization known as the “holding company.” While the holding company is generally classed among the combinations in restraint of trade and in a number of instances, like its predecessor, has come to grief through the enforcement of the anti-trust laws, its legality is recognized in those states where ownership of the stock of other corporations is allowed by law and where no restraint of trade or interference with competition is effected. A holding company organized in one state may control corporations organized under the laws of other states. The holding corporation can itself be controlled by the ownership of 50 or 51 per cent of its stock, and the control of its subsidiaries is obtained with stock ownership in the same ratio. Thus a relatively small capital investment may exercise a far-reaching control.

A holding company as a rule buys up the controlling stock interest of the companies in which it is interested, and elects its own men on the board of directors of the subsidiaries. Frequently the larger stockholders of competing corporations get together and form the holding company. In this case very little difficulty is experienced so far as financing is concerned, which is usually a matter of exchanging the stock of the various companies for the stock of the holding company.

One of the advantages accruing to the holding company, aside from the favorable financial and legal aspects of the enterprise, is that the subsidiaries remain as operating and business units. This is often desirable because of the value of the good-will accruing to the constituent companies from years of business dealing with their customers. The advantages of the close consolidation may be often obtained by stimulating rivalry between the various plants of the same industry and by exchanging information as to successful methods of operation.

A holding company does not generally own all the stock of the subsidiary. Often, however, this is necessary because of the trouble that a small minority of the stockholders can create if the interests of the subsidiary and the holding company clash; such as might be the case if, for reasons of efficiency, the plant of the subsidiary were closed down. It would naturally be a gain to the holding company but a loss to the minority stockholders of the subsidiary if the productive capacity of another plant could be utilized to better advantage.

Accounting for the Holding Company

In Chapter XV where the principles of valuation of permanent investments were discussed, reference was made to the method of valuing the holdings of the stock of subsidiaries as carried on the books of the holding company. A distinction was there made between the accounting procedure in showing the holdings of the subsidiary stocks when the parent company has complete ownership, and when its ownership is only partial—though usually a controlling—ownership. If the ownership is complete, as there pointed out, to show the consolidated balance sheet and profit and loss summaries is the best and only intelligible presentation of condition. Where ownership is not complete the balance sheet of the holding company must carry the stock of the subsidiary at a valuation which varies in accordance with the earnings and dividend policy of the subsidiary. In addition to the method of showing the valuation of the holdings in the subsidiary, it may for certain purposes and particularly for internal use, be desirable to append to the statements of the holding company financial statements of each of the subsidiaries so as to give an intelligent view of the condition of the properties of all the companies. These appended statements are, of course, not an integral part of the financial statements of the holding company but are necessary as furnishing information which the officers of the holding company may need in their direction of the policy of the subsidiary. For a detailed discussion of the consolidated balance sheet and profit and loss summaries the student is referred to Chapter XXXIV.

Aside from the financial statements, no special accounting problems or peculiarities arise in accounting for the holding company. Where, as is usual, accounts with the subsidiaries appear on the books of the holding company other than stock accounts showing the investment, the chief problem lies in the valuation of these accounts. That feature was also discussed in Chapter XV to which the student is referred.

Distinction between Consolidation and Merger

Consolidation, in the legal sense, refers to the complete union of two or more enterprises. It is a fusion whereby each company loses its identity in the larger unit of the new corporation. The prior corporations are dissolved and cease to exist. The stock of the old corporation is exchanged for that of the new corporation upon an agreed ratio. The usual procedure for statutory consolidation is as follows:

The merger of a number of corporations is generally held to be a method of consolidating. The difference is that a consolidation is a fusion while a merger is rather an absorption. The constituent companies are merged into an existing one and no new corporation is formed. The rights, franchises, and interest are deemed to be transferred to, and vested in, the corporation into which the various companies have been merged without any deed or transfer, and the liabilities follow the rights.

Formation of Consolidation and Merger

In the formation of a consolidation or a merger the services of a promoter may be necessary. This is especially true if the various companies are direct competitors and deep-rooted jealousies exist. Under the circumstances an outsider has the best chance of effecting an agreement between the parties. The difficulty encountered in all consolidations and mergers is the exaggerated idea of officials regarding the importance and value of their own plant and organization as related to the rest. This difficulty is accentuated in effecting a merger because of the irrevocable nature of the compact and the almost complete disappearance of lines of demarcation as to the tangible and intangible assets of the various units. These difficulties are overcome in many instances by the promoter’s keeping the terms arrived at with each company a secret. Direct dealing is possible in the case of a merger when the various companies are supplementary to each other, such as would be the case where a selling organization is merged into a manufacturing corporation the product of which it distributes.

Principles of Valuation of the Constituent Companies

In all the foregoing cases the question at once arises as to the principles which should govern in arriving at a valuation. Should the value of the net assets comprising plant, equipment, etc., or the earnings for a number of years serve as a basis in arriving at the ratio of exchange in cash or stock? What relative weight should be given to the various items? A concern with large assets when not running its plant to full capacity would be averse to having the apportionments based on earnings. The corporation with relatively small assets but with large earnings on the capital invested would not want the value computed on net assets.

If the net assets are an important factor of valuation, an appraisal should be made either through a committee or by independent appraisers. If such an appraisal cannot be made, the books should be examined to see that the valuation of each plant and equipment is correct. Great care should be exercised to see that capital additions represent actual additions to the plant or serve to increase its capacity or lower its cost of production. The method of handling improvement expenditures should be uniform. It is necessary to determine that proper entries have been made in respect of property abandoned or equipment removed from service. Another point requiring careful investigation is the provision of ample reserves for depreciation, and the same method of calculation and consideration of the different elements of depreciation and the conditions under which they are operative must be taken into account in all the companies.

The main problem in using earnings as the basis for valuation is the determination of the number of years’ profits to be averaged. Care must be exercised to handle uniformly the earnings and expenses of the various companies.

Fundamental Principle of Equalization of Conditions

Before an intelligent estimate or computation can be made of the relative value of each unit in the proposed consolidation or merger, the various items that make up the assets and earnings of each company should be examined from the same point of view. Accounting systems and methods are so varied that a common basis of computation must be constructed or agreed upon before a comparison can be made. In general, the following points should be considered:

Valuation of Partnership

Where, as frequently happens, a partnership is a party to the merger, it is necessary to consider the method of handling certain items in the partnership accounting which differs from their handling under the corporate form, so that the valuation of the assets and earnings of all the properties can be placed on an equitable basis. Such items are partners’ salaries and drawings, and the interest on capital and drawings for the purpose of adjusting the various partners’ interests. In partnership accounting the proper treatment of partners’ salaries, drawings, and interest on capital and drawings requires that these appropriations of profits be shown in the profit and loss summary; i.e., the figure of net profits for a partnership is determined before taking into consideration the items mentioned. However, one occasionally finds partners’ salaries and adjustments on account of interest handled as expenses of the business. To place the earning capacity of the partnership on an equitable basis for comparison with the earnings of a corporation, a reasonable figure for the salaries of the partners as managers of the business must be agreed upon and treated as an expense chargeable to operations before the determination of net profits. Partners’ drawings and interest adjustments on account of capital and drawings should not be taken into account in the determination of earning capacity. In determining the amounts of partners’ salaries, that which would be appropriate for similar capacities in a corporation should be allowed as deductions from earnings. All the items mentioned above in connection with placing the properties of the several corporations on an equitable basis for valuation apply with equal force to the properties of any partnerships which may become parties to the merger.

Earning Capacity

Any extraordinary profits or losses not due to the ordinary operations of the business should be eliminated when computing profits. Interest on borrowed money should not be included. The charges to operating expense on account of repairs should be adequate, and care must be taken to see that charges to the repair accounts do not show a sudden falling off toward the close of the period under review. The reserve for depreciation should be credited with the proper amounts. Sales, effected for a subsequent period, are not to be considered in the accounts of the current period as this would tend to inflate the profits. Shipments made to branch offices or on consignment account should not be regarded as sales. Ample provisions should be made for all liabilities for expenditures incurred during the period under review and outstanding at the close thereof. The inventories should be checked over carefully and certified by the parties taking them. Allowance for old or obsolete material should be made.

Good-Will

The determination of the value of good-will is generally a delicate proposition unless the parties to the consolidation or merger first agree as to the basis on which it is to be computed. This is generally anything that the interested parties choose to make it.

The two methods commonly used for estimating the value of good-will have already been discussed in Chapter XVIII.

Capitalization of a Consolidation or a Merger

The capitalization of a corporation, in a legal sense, is the sum total of the par value of the authorized capital stock. From an investment or economic point of view it is the sum total of all the stock and bonds issued or outstanding.

There are three different bases of capitalization: (1) cost of property plus accumulated surplus value; (2) cost of reproducing the property; and (3) earning power. According to legal theory the investment or the cost plus surplus is the proper basis. This idea has been fostered by the fact that shares have been assigned a definite face value. While at the beginning of a new enterprise investment value and capitalization may closely correspond generally, they soon diverge widely—due to smaller or greater earnings than were estimated or to depreciation or accretion in the value of the assets. When the potential earning power of the business begins to be realized, conditions begin to change and the value of the tangible and intangible assets fluctuates. The basis of capitalization changes with these fluctuations and the laws regulating it are in practice only complied with nominally. The custom is to adjust the value of the assets to harmonize with the capitalization rather than vice versa. Such a policy is to be deprecated.

The cost of reproducing the property as a basis of capitalization is as yet only seriously considered in theory. It is very doubtful if the method will ever be used in actual practice.

Earnings, past or potential, perhaps form the basis for capitalization most frequently used. Investment value closely corresponds to the rate earned and the degree of permanency of the earning power. To secure an income is the motive of all investment. In practically all consolidations and mergers the estimated increase in earnings due to the application of better methods of operation plays an important part not only in the promotion and formation of the new company, but also in deciding upon the capitalization. While the plant value and the past earnings of each of the companies may be considered in allotting them their respective interests, these are not a safe guide as to future earnings. In the case of partnerships especially and often in the case of corporations, there is a loss of valuable good-will. It is generally held that the benefits of consolidation greatly overbalance these disadvantages. The savings due to the elimination of duplicate work in factory and office, the cutting down of the item of rent, the saving in the cost of selling, the greater effectiveness of advertising, etc.—all are reasons held out as warranting this or that capitalization.

Payment of Amalgamated Interests

In a consolidation or a merger the usual practice is to pay the various interests in the companies which are amalgamated with bonds, preferred and common stock, and in some instances with cash. The proportion and kind of payment will depend upon the conditions surrounding each case. The prevalent custom is to pay for the net assets in preferred stock and to issue common stock for good-will. Often, however, bonds are used to pay for the tangible assets; preferred stock is issued for the intangible assets; and common stock represents the additional profits that are expected to accrue to the corporation through the consolidation or merger. The issue of bonds to cover all the tangible assets is generally a dangerous procedure because of the high fixed charges resulting therefrom—though advantageous when the difference between the fixed charges and the net earnings is large. Bonds generally carry relatively small interest because of their safety, whereas the use of preferred stock entails a smaller equity for the common. The bondholder is not concerned with the capitalization or nature of the issues over which he takes precedence. For the same reason it is not usual for the preferred stockholder to complain about overcapitalization through the use of common stock. The business risk involved depends upon the nature of the business and the ability of the management. No financial arrangements should be made that do not take into consideration the fluctuations that are inherent in the business and their effect upon net income.

Another apportionment sometimes made is to issue bonds for the fixed assets; preferred stock for the working capital; and common stock in proportion to the prospective earnings of the consolidation or merger. New bonds are exchanged for the old bonds or preferred stock of the constituent companies, while the common is exchanged for the corresponding issues in the merged corporations. The balance is used for the purpose of paying organization expenses and the fees of the promoters, and to provide working capital for the consolidation. The ratio and the medium will depend to a great extent upon the nature of the business, the attitude of those who are interested in the merger corporations, and the optimism or hopes of the promoters.

Closing the Books of the Merged Concerns

Closing the books of the merged concerns presents the problems of accounting for the sale of the subsidiary companies. This may be effected in two ways. Where the sale is made at the book values as carried on the records of the subsidiary, no adjustments whatever become necessary. Where, however, the price received is less or greater than the book value of the concern, it becomes necessary to show the difference between book and sale valuation. In taking account of these differences two methods are employed. Under the one an adjustment is made of all the detailed valuations of the items of property as taken over. It becomes necessary, therefore, to adjust each property account through its depreciation reserve or through surplus, in order to bring it to the value at which it is taken over. This may, and frequently does, necessitate setting up a good-will account on the books of the vendor company. After the books are thus brought into accord with the sale agreement, the closing of the accounts follows the procedure laid down in Chapter XXVIII for the liquidation of a company.

Under the second and more common method, no attempt is made to adjust the individual items of properties sold in accordance with the appraisal committee’s report, but all differences are cleared in a lump sum through the surplus or deficit accounts. If the sale is made for cash, the amount received is then disbursed as a liquidating dividend to the shareholders. If the property is sold for stock and bonds in the merged company, either this stock is handed over en bloc, in which case it is likewise distributed as a liquidating dividend, or the merger company may issue the stock and bonds as a liquidating dividend for the vendor company on the basis of the report of the shares belonging to each stockholder. Upon notice that such stock and bonds have been issued to its shareholders, the vendor company closes up its records completely by cancelling its proprietorship accounts against the charge account set up against the merger company until the stock is issued.

Opening the Books of the Merger

As a merger is a corporation, the opening of its records follows the same lines as that of any other corporation, excepting that when payment of subscriptions for capital stock is to be recorded, cognizance must be taken of the manner of payment. The subscription contract, in so far as it relates to the various subsidiaries, is usually canceled by turning over the properties of the subsidiaries. The assets are taken over at an appraised price which becomes the basis for the amount of subscription to the stock of the merger by each subsidiary. In Chapter I, where mention was made of the payment of stock subscriptions in property, it was pointed out that it may be desirable to bring onto the books the lump sum representing the appraised purchase price paid for the subsidiary some time before the appraisal committee has submitted its report on the detailed valuation of the various items of property taken over from the subsidiary. The customary method of handling the situation on the books of the merger was there shown. The bookkeeper is not concerned with the valuation of any of the items taken over, but must make his entries in accordance with the valuation report turned in by the appraisal committee. The main problem in the merger, then, is one of valuation and not of accounting. As stated above, payment to the subsidiaries may be made by the merger in either of two ways. An entire block of stock may be turned over to the subsidiary company and be distributed by it as liquidating dividends to its stockholders, or the merger may issue shares to the individual stockholders of the subsidiaries in accordance with information furnished by the subsidiary.