With the ink on the official ballots barely dry, experts are already dishing out advice on how to best tackle the adoption of FASB’s newly approved merger accounting standards.
Hey, it’s their job. At CFO.com, we’ve compiled some of these best practices early on to make your transition to the new rules as seamless as possible. Best yet, the advice here won’t cost your company a penny.
The new standards in their final form are due out in late July, but with the right tips, hopefully you’ll avoid what some experts believe may be a rude awakening. “I think many CFOs underestimate the complexity of this standard,” says Mark McDade, a partner in PricewaterhouseCoopers’s transactions service group.
While most senior financial execs know that goodwill is not subject to amortization under the new rules, McDade says, “there will be more work involved, and it’s going to affect a lot of companies differently.”
Here are four tips regarding the impairment test to better your transition into this brave new accounting world:
As part of complying with the standard on goodwill and intangibles, acquisitive companies will have to test goodwill for impairment for past deals that still have unamortized goodwill.
The first step of the test involves allocating a portion of the purchase price to business units — what FASB calls “reporting units.” Companies assess each unit’s fair value, essentially calculating a sale price for assets and liabilities.
An impairment loss would be recorded if any unit’s fair value falls below its book value. The second step of the test determines how big the loss will be. Therefore, the appraisers that determine the fair value of reporting units, and with it, goodwill and intangibles, play the important roll of keeping companies out of impairment loss hell.
“Outside appraisers will tell us that the market is really not valuing the assets correctly,” says Robert Willens, Lehman Brothers’s tax and accounting analyst. They can “usually get you a better number than the market is giving you at any given point in time.”
Then again, if the reporting unit is not publicly traded with easily accessed market cap valuations, the work can be more complicated. For instance, companies will also have to value identifiable intangible assets separate from goodwill because the intangibles under the new rules are subject to amortization. Patents are fairly straightforward, but brands are far more questionable to value.
Moreover, experts expect the Securities & Exchange Commission to closely scrutinize these new subjective valuations as well as how companies allocate the purchase price. Why? Clearly, companies have an incentive under the new rules to assign as much of the price to goodwill because most other identifiable intangibles are subject to amortization. “How to Survive the SEC’s Second Guessing”
Over the last two years, the SEC has been busy issuing restatements for companies that have tried new valuation techniques to allocate a large portion of a purchase price to in-process R&D, thereby allowing for large one-time writeoffs to earnings.
CFOs want to “make sure they deal with reputable appraisal firms and feel comfortable with the valuation techniques that they use so that this doesn’t become another R&D write- off scenario,” McDade says.
FASB says you have to do the impairment test at least once a year, but it doesn’t specify when. Management gets to pick the day and then must consistently report results a year from that day.
What’s more, the impairment test doesn’t have to be the same time frame for each reporting unit. “You could have a rolling impairment test throughout the year,” says Norman Strauss, director of accounting standards at Ernst & Young. “I imagine that’s a cost effectiveness decision to allow companies to spread the work.”
Strauss also suggests putting sufficient time between the reviews for earnings and annual impairment tests. He argues that you don’t want to get into a pinch with your scheduled time to file interim financial statements or earnings press releases.
One of the biggest challenges that CFOs will face with the new standards is properly allocating resources to address transition and implementation, says Brian Heckler, national partner at KPMG Transaction Structuring Services.
CFOs must educate senior management executives, investor relations, business development, finance, and operations staff on the new standard and implications.
However, the standards require “making this a strategically important process/issue, not just a ‘bean counter’ exercise,” Heckler adds. So, he recommends CFOs assign an owner of implementation.
Alfred King, chairman of Valuation Research agrees. “I don’t think you would want everyone and their brother getting involved in this,” he says.
“What we are going to find is companies having to prepare balance sheets for various reporting units,” Willens says. “As far as my knowledge, just compiling data is not the most productive thing a company has to do with its time.” For some companies, like General Electric, he adds, the number of reporting units could reach triple digits.
Moreover, the choices companies make regarding reporting units affect whether they will likely have a future impairment loss. Why? If the fair value for any particular reporting unit is found to be below its book value, a loss would be recorded regardless of another reporting unit’s rising fair value.
“You can’t net one [reporting unit] against another,” says Willens. “If you have a surplus, canceling each other out is not an option. Maybe the idea is to cut down on the number of reporting units so you can minimize that outcome.”