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Fair valuing debt turns deteriorating credit quality into positive signals for Boston Chicken. (Commentary).

SYNOPSIS: This article analyzes proposed accounting for financial instruments using Boston Chicken's financial report from 1997. The example shows how the proposal would cause Boston Chicken to reduce the carrying value of debt and to recognize a gain as its credit quality deteriorated. Several important financial ratios--debt-to-equity, return-on-equity, and interest-coverage--based on reported numbers are consistent with the company's negative performance. When the same ratios are restated to reflect the proposed accounting, 1997 appears to be a good year for Boston Chicken. A discussion of the example raises several issues to be considered in the policy debate over when to recognize the gain from a decline in the debtor's own credit quality.

INTRODUCTION

Imagine a company that just experienced a devastating negative economic shock. Perhaps its "cash cow" product is rendered useless by a new law or a competitor's innovation. Or perhaps analysts are questioning the quality of its financial reporting. The market price of its stock plummets, and its traded bonds now sell at a 60 percent discount from their beginning-of-the-year value. How does this affect the company's financial statements? Under recently proposed accounting guidance, the company writes down its bonds payable to fair value, reports the corresponding gain in its income statement, and declares victory in the face of impending disaster.

The proposed accounting can be found in a Financial Accounting Series Special Report prepared by the Joint Working Group (JWG) of Standard Setters (2000). The JWG consisted of representatives from Australia, Canada, France, Germany, Japan, New Zealand, five Nordic countries, the United Kingdom, and the United States, as well as the former International Accounting Standards Committee. The Special Report represents the majority view of the JWG, and it comes at a time when standard setters around the world are exploring fair value accounting for all financial instruments. For example, the Financial Accounting Standards Board (FASB) requires that an entity's credit quality be used in determining initial measurements of its liabilities (FASB 2000a, SFAC No. 7). Moreover, "the Board believes that all financial instruments should be carried in the statement of financial position at fair value when the conceptual and measurement issues are resolved" (FASB 1999, para. 3).

This article addresses one of the conceptual issues in fair value accounting for financial instruments--recognizing changes in the fair value of liabilities due to changes in the debtor's own credit quality (discussed in JWG [2000, paras. 4.50-4.62]). As alluded to above, if a company experiences a major negative economic shock, then the fair value of its outstanding debt declines as creditors become skeptical of the company's ability to meet its future obligations. Writing down the debt reduces reported financial leverage, and the corresponding gain increases reported income. If asset impairments associated with the business downturn are insufficient to offset the liability write-down, then investors, creditors, and other users of financial statements observe positive signals arising from a very negative event. We will see this exact chain of events using Boston Chicken's 1997 financial statements.

I am not the first to raise this issue. The French and German delegations dissented to the conclusions in JWG (2000) in part because of this issue, and a recent FASB publication by Crooch and Upton (2001, 1) discusses the "gut-level reaction" by some respondents who argue that reporting the effect of changes in an entity's credit standing is 'counterintuitive' or even 'dangerous."' Still, conversations with accounting academics and practitioners suggest that many are unaware of the implications of recognizing changes in credit quality in the financial statements. I use accounting disclosures of Boston Chicken at the onset of its financial distress to compare financial ratios based on: (1) reported numbers and (2) the numbers restated to reflect fair value accounting for the company's debt. The restated ratios provide positive signals despite the negative economic events. A discussion of several key issues underlying this policy debate follows the numerical example.

EFFECTS OF FAIR VALUING BOSTON CHICKEN'S DEBT IN 1997

Background

In the mid-1990s, Boston Chicken, Inc. was a fast-growing restaurant chain specializing in fresh, convenient meals featuring home-style entrees, sandwiches, and a variety of freshly prepared vegetables. Boston Chicken's 1997 form 10-K reports that 1,166 Boston Market stores operated throughout the U.S. as of December 28, 1997 (Boston Chicken 1998). The change in store brand name from "Boston Chicken" to "Boston Market" reflected an expanded menu. Unconsolidated affiliates, known as "Area Developers," owned and operated 847 Boston Market stores. Boston Chicken supplied secured debt financing to the Area Developers. The Area Developers constructed and operated stores within their geographic regions. They paid Boston Chicken interest and principal on the loans as well as franchise, royalty, and service fees. In addition, Boston Chicken owned a controlling interest in Einstein/ Noah Bagel Corp. (ENBC), which owned 574 ENBC stores as of December 28, 1997.

The initial success of the Boston Market brand came from dinner entrees. In 1996, Boston Chicken introduced several modifications to their original approach, such as competing with other fast food chains for lunch-time business. The complexity of the new endeavors combined with deep promotional discounts resulted in a decline in store sales in 1997. Since the company's senior borrowings contained covenants linked to net average weekly revenue, the 1997 10-K acknowledged the possibility of future default. The decline in sales spurred Boston Chicken to reduce new store growth and to acquire controlling equity interests in its Area Developers.

In addition to operating challenges, the company faced criticism of its financial reporting (Schine 1996). Boston Chicken reported net income of $33.6 million in 1995. Royalty fees, franchise fees, and interest income, mostly from Area Developers, accounted for $107.9 million of their revenues of $159.5 million. However, supplemental information showed that the Area Developers incurred $149 million of losses in 1995 as they rapidly established new stores. On a combined basis, Boston Chicken and its Area Developers appeared to be incurring losses. Analysts also complained because the company did not disclose same-store sales and classified certain advertising, food, and lease costs as nonoperating.

While Boston Chicken raises many interesting issues, this article focuses on its deteriorating credit quality in 1997. Condensed balance sheets and income statements from Boston Chicken's 1997 form 10-K appear in Exhibit 1, and excerpts from footnotes regarding the fair value of debt and income taxes appear in Exhibit 2. At the beginning of Boston Chicken's 1997 fiscal year, the carrying value of the company's debt was $312.5 million, and the fair value was $395.9 million. The company issued $412.5 million of subordinated convertible debt in April and May. By the end of 1997, the carrying value of debt was $769.5 million, but the fair value was only $478.7 million. Observing fair value less than carrying value could be due to market-wide factors such as increases in the risk-free rate, but the risk-free interest rate declined from 6.3 percent in 1996 to 6.2 percent in 1997 (stock-option note in the 10-K). Nor can the decline in the debt's fair value be attributed to changes in foreign exchange rates-Boston Ch icken's debts are denominated in U.S. Dollars. Without a significant change in some marketwide factor during 1997, the decline in the fair value of Boston Chicken's debt appears due to deterioration in its own credit quality.

Other indicators reflect the company's troubles in 1997:

* share price decline from $35 1/8 to $6 17/32 during the fiscal year

* $239.7 million loss to common and minority shareholders in 1997, which included:

-- $128.0 million provision for losses on loans to certain Area Developers

-- $127.4 million of "special charges" for asset write-downs, strategic redirection, and closing underperforming stores (MD&A in the 10-K)

-- investor lawsuits alleging securities fraud (Parker 1997).

Clearly, 1997 was a bad year for the company, its stockholders, and its creditors. After Boston Chicken filed for Chapter 11 bankruptcy on October 5, 1998, its common stock and traded bonds were delisted from NASDAQ on December 9, 1998. Boston Chicken eventually completed a reorganization plan in which a subsidiary of McDonald's bought the Boston Market stores for $173.5 million on January 13, 2000. Under the reorganization plan, senior secured creditors received substantially less than the face value of their claims, and investors in the company's equity and subordinated debt received nothing (Boston Chicken 2000).

Restating Reported Numbers to Reflect Fair Value Accounting

This section restates Boston Chicken's financial results assuming the company used fair value accounting for their debt. Panel A in Exhibit 3 describes reported amounts of shareholders' equity and the fair value adjustments. Consistent with a recent Exposure Draft on liabilities and equities (FASB 2000), minority interest is treated as a component of shareholders' equity in Exhibit 3 and the computations that follow.

Under the JWG (2000) proposal, debt appears in the 1996 balance sheet at fair value of $395.9 million, and the amount by which fair value exceeds the $312.5 million carrying value, an $83.5 million pre-tax loss, reduces shareholders' equity, as shown in the first row of the second column of Panel A. By the end of 1997, the debt's fair value ($478.7 million) was less than its carrying value ($769.5 million), resulting in a cumulative gain of $290.8 million. Under fair value accounting, Boston Chicken will report an unrealized pre-tax holding gain of $374.2 [ = 290.750 - (83.480)] million for the 1997 fiscal year. Shareholders' equity increases by this amount, and according to JWG (2000, para. 380 and para. 6.17), the change should appear in the income statement. The JWG proposal rejects placing the change directly in shareholders' equity or in a second performance report, implying that the holding gain should not be a component of Other Comprehensive Income (OCI). In essence, the JWG endorses a method similar to accounting for trading securities under SFAS No. 115 (FASB 1993) and rejects the approaches for available-for-sale and held-to-maturity investments.

Computing the after-tax gain is more involved. Although the gain affects financial statement income in 1997, the gain will be included in taxable income when and if realized in the future. With a 35 percent statutory rate, this temporary difference produces a $131.0 million deferred tax liability. Boston Chicken's balance sheet contains a net deferred tax asset of $83.8 million and a valuation allowance of the same amount. Because the $131.0 million credit to deferred taxes results in a net deferred tax liability, the valuation allowance is not needed after the debt is fair valued. Thus, the "Other" column in Panel A of Exhibit 3 reflects the increase in income due to removing the valuation allowance. (1) Adjusted net income for common and minority shareholders (second row, last column) is a profit of $87.3 million rather than the reported loss of $239.7 million. Again, this figure is before deducting the minority shareholders' interest in ENBC's income to be consistent with FASB (2000). Interestingly, the r estated net income in 1997 exceeds net income reported in the prior two years, $33.6 million and $72.2 million, respectively.

Comparing Ratios under Existing and Proposed GAAP

Financial statement users rely on amounts recognized in financial statements to provide a representationally faithful view of the company's financial position and its operations. Ratios such as debt-to-equity, interest-coverage, and return-on-equity are often used to evaluate a company's leverage and profitability. Panel B of Exhibit 3 computes the three ratios using Boston Chicken's 1997 reported and adjusted numbers. The adjustments to the beginning and ending balances in shareholders' equity and the adjustments to net income are explained above and in Panel A of Exhibit 3. As for the other accounts used in the ratios, the ending balance in debt decreases by the $290.8 million unrealized holding gain at the end of 1997. A deferred tax liability of $18.0 (101.8 -- 83.8) million is created to reflect the deferred tax consequences of the holding gain net of the removal of the valuation allowance. Under the JWG proposal, interest expense is based on fair values and market rates. However, without precise inform ation on when rates changed, deriving a reliable estimate of fair value interest expense is difficult (AAA FASC 2001). As it turns out, the positive signals from the adjusted interest-coverage ratio are insensitive to reasonable ranges of adjusted interest expense.

The debt-to-equity ratio measures leverage or financial risk, and it is computed in Exhibit 3 as total liabilities divided by common plus minority stockholders' equity. Based on its published 1997 numbers, Boston Chicken has .90 times as much debt as equity. When the reported numbers are adjusted to reflect fair value accounting, the debt-to-equity ratio falls to .51, a decline of more than 40 percent. The improvement reflected in the adjusted ratio comes from reducing debt and recognizing a gain as the company experiences financial distress. Moreover, as the probability of Boston Chicken paying its debts becomes more remote, the debt-to-equity ratio indicates less risk under fair value accounting. (2)

The 1997 return-on-equity ratio--net income divided by average stockholders' equity- using reported numbers is -22.3 percent. After considering the adjustments to the beginning and ending balances in stockholders' equity and to net income explained in Panel A of Exhibit 3, the adjusted return-on-equity ratio is 7.4 percent. With the benefit of hindsight, the ratio based on reported numbers seems more representationally faithful.

Analysis of the interest-coverage ratio requires a caveat at the outset. Because the JWG proposal includes the unrealized holding gain in income and shareholders' equity, the effects on the debt-to-equity and the return-on-equity ratios are clear. However, the traditional numerator in the interest-coverage ratio is earnings before gross interest expense and income tax expense (EBIT). Will future income statements classify the holding gain or loss as other income, a component of EBIT? Or will the gains and losses be reported as a special item near the bottom of the income statement? For purposes of illustration, the analysis assumes the former. If the latter occurs, then the JWG proposal only affects the interest-coverage ratio via fair value interest expense.

Dividing 1997 EBIT by the gross interest expense of $43.9 million disclosed in Note 4 of the 10-K yields a ratio of -4.65. Boston Chicken reports a loss before interest and taxes in 1997 more than four times larger than their gross interest expense. If the company used fair value accounting with the unrealized holding gain on debt appearing in EBIT, then the $374.2 million pre-tax gain from fair valuing the debt is added to the numerator of the interest-coverage ratio, and the denominator reflects fair value interest expense. Using reported interest expense in the denominator as a proxy for fair value interest, Exhibit 3 shows an interest-coverage ratio of +3.87. Fair value interest expense generally exceeds historical cost interest expense after a decline in the fair value of the financial instrument. However, the 1997 difference is likely to be small because: (1) the change in interest rates due to deteriorating credit quality occurred in the last half of 1997, and (2) Boston Chicken's debts do not mature for several years. Even if fair value interest expense is twice as large as reported interest expense, the revised interest-coverage ratio is still greater than 1.5. With the benefit of hindsight, the reported coverage ratio is a more representationally faithful depiction of Boston Chicken's ability to cover its debts.

CREDIT QUALITY AND ACCOUNTING POLICY

The example demonstrates how fair value accounting for a real company's decline in credit quality can produce unwarranted positive signals in its financial statements. This section examines some of the key issues facing accounting standard setters and financial statement users.

Understanding the Gain from Declining Credit Quality

As a first step, the underlying source of the gain from declining credit quality needs explanation. In Summer 1997, Boston Chicken reported capital of approximately $1,812.3 million, consisting of subordinated debt securities of about $739.5 million and stockholders' equity of about $1,072.8 million, assuming changes in equity occurred evenly during 1997. When the bankruptcy restructuring was completed in January 2000, the holders of the company's subordinated debt and equity securities lost all of their investment. Under clean surplus accounting, Boston Chicken recognizes losses totaling $1,812.3 million during the period 1997 to 2000. However, the company also realizes a gain of $739.5 million because the stockholders did not bear all of the company's losses. In essence, the gain associated with a drop in the debtor's own credit quality represents the amount of the company's losses in liquidation borne by someone other than the stockholders. The task facing accounting standard setters is to determine when and where to recognize the economic gain in the financial statements.

JWG Majority and Minority Opinions

The JWG's support for market value accounting implies that a portion of the gain is recognized immediately upon the market discounting the company's ability to pay its debts. This is a natural extension of their view that fair value is the most relevant measure for a financial instrument. In some cases, immediate recognition of gains or losses can be justified by existing authoritative literature. For example, since the gain or loss on a traded instrument can often be realized with a phone call, the holding gain or loss meets the criterion in SFAC No. 5 (FASB 1984, para. 83): "Revenues and gains generally are not recognized until realized or realizable."

However, some question if a gain due to declining credit quality is realizable. Consider the following three outcomes from the financial distress:

1. Company management acts quickly and corrects the financial distress. The initial decline in fair value of the debt is reversed as credit quality rebounds. The gain is never realized.

2. The financially distressed company uses its ample cash reserves to repurchase its bonds at the new lower fair value. The gain is realized in this case.

3. The stockholders realize the gain concurrently with the complete loss of their investment, as happened with Boston Chicken.

Realization occurs in Scenarios 2 and 3, but at the onset of financial distress, the probability of Scenario 2 occurring seems remote. After all, why should the bonds sell at a discount if the company has that much cash at its disposal? (3) Thus, either the gain is not probable, and therefore not "realized or realizable," or the company no longer meets the definition of a going concern. This inconsistency is one of the concerns voiced by the French and German members of the JWG in their dissenting opinions to the proposed standard (JWG 2000, paras. A.6 and A.17).

The majority of the JWG justifies immediate recognition of the gain because:

The amount of the shareholders' residual claim may appear to increase as a result, but in most cases, an apparent gain from a decline in credit standing will be offset by the effects of losses and asset write-downs that have caused the decline in credit standing. (JWG 2000, para. 4.55b)

The Boston Chicken example contradicts their prediction. True, the business downturn in 1997 led Boston Chicken to report asset write-downs and restructuring charges of $127.4 million and a $128 million provision for losses on Area Developer loans. But the $374.2 million gain from fair valuing Boston Chicken's debt is greater than the sum of these charges. As demonstrated above, applying fair value accounting to Boston Chicken's debt results in an estimated 1997 net income of $87.3 million, which exceeds reported income in either 1996 or 1995.

The JWG (2000, para. 4.55) acknowledges that some people find the recognition of gains due to the onset of financial distress to be "confusing and counterintuitive." In response, they propose to solve the confusion through disclosure:

the net gain or loss resulting from changes in the credit risk of an enterprise's interest-bearing liabilities, both in the reporting period and cumulatively [would be disclosed] so that users will have the basic information necessary to judge its significance for themselves. (JWG 2000, para. 4.61)

Disclosing the effects of declining credit quality is warranted. Without the fair value disclosures mandated by SFAS No. 107 (FASB 1991). I could not restate Boston Chicken's financial statements to reflect fair value accounting. With appropriate disclosures, a knowledgeable user can modify reported amounts in the balance sheet and the income statement to either include or exclude gains and losses from changing credit quality.

If the financial statements are primarily used for setting stock prices in deep and liquid markets, then prior capital markets research suggests that recognition vs. disclosure does not make a big difference in some cases. (4) But recognition vs. disclosure can produce distinctly different results when recognized numbers are used in contracting.

For example, if changes in the fair value of debt related to credit quality are recognized, then a bond covenant tied to the debt-to-equity ratio or the level of net worth may not be violated as the company enters financial distress. Similarly, a bonus plan tied to income could reward employees as the company falls apart. Thus, recognizing the gain caused by declining credit quality prior to realization may not provide the most relevant information for all users of general-purpose financial statements.

Some Policy Alternatives

If standard setters ultimately determine that fair value is the best measure for the statement of financial position, then some of the conflicting signals described above could be avoided by placing the gain or loss due to changes in credit quality in OCI. Reporting the gain outside of net income eliminates Boston Chicken's positive return-on-equity in 1997, although the effect on the debt-to-equity ratio remains the same. This approach is consistent with SFAS No. 115's (FASB 1993) accounting for available-for-sale securities, except that for liabilities, only the credit quality portion of the change in fair value goes to 001. Interestingly, the FASB relegated the gain or loss on available-for-sale securities to 001 because: (1) the Board was unwilling to mandate fair value accounting for financial liabilities, and (2) marking assets but not liabilities to market through income causes potentially spurious volatility in reported income (SFAS No. 115, para. 79). By proposing that all financial instruments be m arked to market through income, the JWG hopes to do away with the available-for-sale and held-to-maturity categories in SFAS No. 115.

If standard setters decide to exclude changes in the debtor's own credit quality from the proposed fair value standard, then several implementation issues must be resolved. JWG (2000) correctly points out that when credit quality is low at issuance, initial measurement of the debt must include credit quality; otherwise the credit to bonds payable does not equal the debit to cash. To isolate credit quality, the company could record: (1) the debt at present value using the current yield on high-quality debt, and (2) a corresponding discount for the difference between this present value and the proceeds received. This "credit quality" discount is amortized over the life of the instrument, while the changes in fair value due to shifts in market interest rates or exchange rates are accounted for using the JWG (2000) proposal. For bonds issued when credit quality is good, any subsequent change in fair value due to credit quality is isolated and disclosed, but not recognized. One argument against this approach is t hat a bond issued when credit quality is good has a different carrying value from a bond issued when credit quality is poor. But the difference in carrying values seems more benign than the distortion due to recognizing a gain on the older bond as credit quality deteriorates. Another concern is how to bifurcate the change in fair value between credit quality and other market-wide factors, but the JWG (2000) disclosure requirements mentioned above already require this computation.

CONCLUDING REMARKS

Analysis of Boston Chicken's reported and adjusted ratios suggests that financial statement users need to exercise caution if the recognition of gains on debt at the onset of financial distress becomes accepted practice. Admittedly, Boston Chicken is an extreme case. Most companies never experience such a severe financial crisis. But major corporate meltdowns do occur, the most recent and spectacular being Enron's collapse in Fall 2001.

Some may allege that an illustration of fair value accounting for debt based upon Boston Chicken is tainted because the company did a poor job in accounting for other items. Had the company used more straightforward accounting for its Area Developers, the financial crisis might have been apparent before 1997. However, I take the opposite view. As suggested in JWG (2000), if the accounting for all other items is perfect--internal and external intangible assets are all recognized in the balance sheet and management recognizes appropriate amounts of asset impairments--then any positive signals from writing down debt are likely to be outweighed by other negative signals. But many companies experiencing a sudden, meteoric fall in credit quality also seem to use less than appropriate accounting (Browning 2002). Thus, the companies most likely to report large gains from fair valuing debt seem to be the same companies least likely to use appropriate accounting in other areas. Should companies that misapply accountin g principles be required to book gains when their misdeeds are made public?

The analysis in this article pertains to one particular determinant of the fair value of a debt obligation--the debtor's credit quality. Requiring fair value accounting for bonds in response to shifts in market-wide changes in interest or exchange rates could be justified because a nondistressed company can realize the gain or loss by either repurchasing the debt or taking an appropriate derivative position. Can a standard be crafted that requires fair value for all factors other than the debtor's own credit quality? The prior section outlined one approach that seems implementable. Admittedly, applying different accounting to credit quality vs. other market-wide factors adds some complexity to the standard. However, to borrow some words from Crooch and Upton (2001, 1), my "gut-level" preference is for policy makers to tackle these issues rather than produce an accounting standard that "is 'counterintuitive' or even 'dangerous."'
EXHIBIT 1

Condensed Financial Statements of Boston Chicken

(in thousands)


                                                 Dec. 28, 1997

Panel A: Balance Sheet

Current assets (includes deferred
 taxes of $8,928 and $2,353)                       $124,374
Property, plant, and equipment, net                 530,582
Other assets                                      1,350,171

TOTAL ASSETS                                     $2,005,127

Total current liabilities                         $ 132,531
Convertible subordinated
 debt--Boston Chicken, Inc.                         417,020      129,841
Convertible subordinated
 debt--Einstein/Noah Bagel Corp.        125,000                       --
Liquid yield option notes               197,442                  182,613
Senior term loan--Einstein/
  Noah Bagel Corp.                       24,000                       --

   Total long-term debt                             763,462

Deferred income taxes                                 2,353
Other liabilities                                    50,476
Minority interests                                  253,630
Total liabilities and minority
 interests                                        1,202,452
Common stock--$.01 par value                714                      642
Additional paid-in capital              918,266                  827,611
Retained earnings (deficit)           (116,305)                  107,587
    Total stockholders' equity                      802,675

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                            $2,005,127

Panel B: Income Statement Year ended

Total revenue                                     $ 462,368
Total costs and expenses                            674,046
Income (loss) from operations                     (211,678)
Other income (expense):
 Interest expense, net                 (38,209)                 (14,446)
 Gain on issuances of subsidiary's
  stock                                     192                   38,163
 Other income, net                        1,603                      137
Total other income (expense)                       (36,414)
Income (loss) before income taxes
 and minority interest                            (248,092)
Income taxes (benefit)                              (8,415)
Minority interest in (earnings)
 loss of subsidiaries                                15,785
Net income (loss)                                $(223,892)


                                      Dec. 29, 1996

Panel A: Balance Sheet

Current assets (includes deferred
 taxes of $8,928 and $2,353)           $ 146,462
Property, plant, and equipment, net      334,748
Other assets                           1,062,406

TOTAL ASSETS                          $1,543,616

Total current liabilities               $ 87,633
Convertible subordinated
 debt--Boston Chicken, Inc.
Convertible subordinated
 debt--Einstein/Noah Bagel Corp.
Liquid yield option notes
Senior term loan--Einstein/
  Noah Bagel Corp.

   Total long-term debt                  312,454

Deferred income taxes                     40,216
Other liabilities                         14,032
Minority interests                       153,441
Total liabilities and minority
 interests                               607,776
Common stock--$.01 par value
Additional paid-in capital
Retained earnings (deficit)
    Total stockholders' equity           935,840

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                 $1,543,616

Panel B: Income Statement Year ended

Total revenue                           $264,508
Total costs and expenses                 173,179
Income (loss) from operations             91,329
Other income (expense):
 Interest expense, net
 Gain on issuances of subsidiary's
  stock
 Other income, net
Total other income (expense)              23,854
Income (loss) before income taxes
 and minority interest                   115,183
Income taxes (benefit)                    42,990
Minority interest in (earnings)
 loss of subsidiaries                    (5,235)
Net income (loss)                       $ 66,958
EXHIBIT 2

Excerpts from Boston Chicken's 1997 Footnotes

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair
value of each class of financial instrument:

Debt. The fair value of publicly traded debt instruments is based on
publicly quoted market prices. The fair value of ENBC's senior term loan
is based upon the discounted value of the future cash flows using ENBC's
current cost of capital. The estimated fair values of the Company's
financial instruments are as follows (in thousands of dollars):

                                Dec. 28, 1997        Dec. 29, 1996
                           Carrying        Fair    Carrying
                            Amount        Value     Amount

Convertible subordinated
 debt--BCI                 $417,020      $250,599  $129,841
Convertible subordinated
 debt--ENBC                 125,000        82,188     --
Liquid yield option notes   197,442       115,925   182,613
Senior term loan--ENBC *     30,000        30,000     --

  Total long-term debt     $769,462      $478,712  $312,454

                            Dec. 29,
                              1996
                             Fair
                            Value

Convertible subordinated
 debt--BCI                 $163,600
Convertible subordinated
 debt--ENBC                   --
Liquid yield option notes   232,334
Senior term loan--ENBC *      --

  Total long-term debt     $395,934

* The text above comes directly from Boston Chicken's 10-K. In the
balance-sheet in Exhibit 1, the current portion of the ENBC loan ($6
million) is included in current liabilities, and the remainder appears
in long-term debt.
7. INCOME TAXES

The primary components that comprise the deferred tax assets and
liabilities at December 29, 1996 and December 28, 1997 are as follows
(in thousands of dollars):

Deferred tax assets:                     Dec. 28, 1997  Dec. 29, 1996

Notes receivable, net                      $ 75,291         $ --
Property and equipment                       10,286           --
Accounts payable and accrued expenses        11,928          7,502
Deferred franchise revenue                    2,232          6,355
Other noncurrent liabilities                  3,081            730
ENBC net operating loss carryforward          2,410          6,648
Intangible assets                             1,349          1,582
Other                                         3,943          1,411

 Total deferred tax assets                 $110,520       $ 24,228

Deferred tax liabilities:

Gain on issuances of subsidiary's stock     (14,958)       (14,883)
Property and equipment                         --          (13,400)
Goodwill                                     (5,714)        (8,678)
Other                                        (6,082)        (8,273)

 Total deferred tax liabilities            $(26,754)     $ (45,234)

Net deferred tax asset (liability)          $83,766      $ (21,006)
Valuation allowance                         (83,766)       (10,282)
Net deferred tax liability                   $ --        $ (31,288)


As of December 29, 1996 and December 28, 1997, ENBC had net deferred tax
assets of $10.3 million and $9.8 million, respectively, both amounts
which were fully offset by a valuation allowance due to uncertainty
regarding realization of the related tax benefits. The decrease in the
valuation allowance of $478,000 in 1997 was due to the utilization of a
portion of ENBC's operating loss carryforwards, offset by allowances on
deferred tax assets added during 1997. During 1996 and 1997, ENBC
utilized $2.5 million and $10.0 million, respectively, of operating loss
carryforwards, which had been fully offset by a valuation allowance. The
tax benefit from the reduction in the valuation allowance has been
treated as a reduction of goodwill. ENBC files a separate tax return
from the Company. As of December 28, 1997, ENBC had remaining operating
loss carryforwards available to reduce future taxable income of
approximately $6.2 million that begin to expire in 2010. As of December
28, 1997, the Company had a net deferred tax asset of $74.0 million,
which amount was fully offset by a valuation allowance due to
uncertainty regarding realization of the related tax benefits.
EXHIBIT 3

Ratio Analysis for Boston Chicken in 1997

(dollar amounts in thousands)

Panel A: Explanations of Adjustments

                                    Holding Gain or  Tax Effect
Stockholders' Equity      Reported   Loss on Debt      at 35%    Other

12/29/1996 Balance       1,089,281      -83,480         29,218     --
1997 Net Income           -239,677      374,230       -130,981   83,766
Other minority interest    115,974        --             --        --
Conversion and options      90,727        --             --        --

12/28/1997 Balance       1,056,305      290,750       -101,763   83,766


Stockholder's Equity       Adjusted

12/29/1996 Balance       $1,035,019
1997 Net Income              87,338
Other minority interest     115,974
Conversion and options       90,727

12/28/1997 Balance       $1,329,058

Stockholders' equity and income includes majority and minority
interests.

The holding gain = carrying amount of debt minus fair value of debt (see
Exhibit 2). This gain increases equity and decreases liabilities under
fair value accounting. The $374,230 is the gain for the 1997 fiscal
year, which is the change in the accumulated unrealized gain or loss for
the year.

The tax effect is assumed to equal 35 percent of the holding gain or
loss. For a gain, the tax expense increases, and income and equity
decrease. The taxing authority is assumed not to adopt fair value
accounting, so the increase in tax expense is accompanied by a credit to
deferred income taxes. Boston Chicken's tax note (see Exhibit 2) shows
net deferred taxes recognized in the 1997 balance equal zero, so this
credit increases reported liabilities rather than decreases reported
assets.

The $83,766 in the "other" column is the removal of a tax valuation
allowance. Boston Chicken's tax note states that their net deferred tax
asset "was fully offset by a valuation allowance due to uncertainty
regarding realization of the related tax benefits." If the company
recognizes the gain on its debt, deferred taxes are credited for
$130,981, resulting in a net liability balance in deferred taxes even
after adjusting for the $29,218 increase in deferred tax assets at the
beginning of the period. As such, this valuation allowance is not needed
if the debt is marked to market.

"Other minority interest" is the change in minority interest not
included in income. This occurs because of acquisitions and ENBC's stock
issuance. "Conversions and options" represents increases in
shareholders' equity from issuing stock to option and warrant holders.
Panel B: 1997 Reported and Adjusted Ratios

                               Reported                    Adjusted
                       Calculation       Ratio         Calculation

Debt-to-Equity     948,822 + 1,056,305    .898     676,069 + 1,329,059
Return-on-Equity   -239,677 + 1,072,793  -22.3%    87,339 + 1,182,039
Interest-Coverage   -204,177 + 43,915    -4.65      170,053 + 43,915

                    Adjusted
                   Ratio

Debt-to-Equity     0.509
Return-on-Equity    7.4%
Interest-Coverage   3.87

Debt-to-Equity = (total liabilities) + (minority interest + common
stockholders' equity). The increases in stockholders' equity described
above cause reductions in liabilities.

Interest-Coverage = Net Income before Gross Interest Expense and Tax
Expense + Gross Interest Expense. Gross Interest Expense = $43,915
(disclosed in Boston Chicken's Note 4). Tax Expense is negative $8,415.
The only adjustment is to add the pre-tax holding gain of $374,230 to
the numerator.

Return-on-Equity = net income + [(beginning + ending stockholders'
equity) + 2]. Minority interest is treated as stockholders' equity in
these computations.


(1.) The company's income tax footnote implies that the valuation allowance is determined by the amount of the net deferred tax asset. If for some reason the company determined that the existing net deferred tax assets could not be offset by the new deferred tax liability, then the "Other" column in the exhibit disappears. The change in assumptions does not affect the interest-coverage ratio since it is based upon pre-tax numbers. The debt-to-equity and return-on-equity ratios are .610 and 0.3 percent, respectively, if the valuation allowance is not removed. As expected, these are more positive signals than the "as reported" ratios, but less positive than when the valuation allowance is removed.

(2.) Book values are often the relevant measures when accounting ratios are used in contracting, such as assessing the compliance with a debt covenant. Mulford (1985) suggests that if an analyst is interested in assessing the systematic risk (beta) of a company, then the debt-to-equity ratio should use market values rather than book values of debt and equity. Using close of fiscal year price times shares outstanding, Boston Chicken's 1997 debt-to-equity ratio using fair values for debt and common stock was approximately 2.0.

(3.) Some financially distressed companies successfully negotiate reduced payments. Whether they record a gain upon renegotiation is currently determined by SFAS No. 15 (FASB 1977). JWG (2000) proposes recognizing the gain as soon as the bonds fall in value, and at that point in time, the probability of realizing the gain other than through liquidation seems remote.

(4.) Barth et al. (1996) and Nelson (1996) document an association between market prices and fair values of investment securities disclosed under SFAS No. 107 (FASB 1991).

REFERENCES

American Accounting Association Financial Accounting Standards Committee. 2001. Response to Joint Working Group of Standard Setters' invitation to comment on Recommendations on Accounting for Financial Instruments and Similar Items. June. Available at: http://accounting.rutgers.edu/raw/aaa/about/committe/fasc/jwgfairvalu es.pdf.

Barth, M. E., W. H. Beaver, and W. R. Landsman. 1996. Value-relevance of banks' fair value disclosures under SFAS No. 107. The Accounting Review (October): 513--537.

Boston Chicken. 1998. 10-K report filed with the SEC. March 30. Available at: http://www.sec.gov/ Archives/edgar/data/894751/0000927356-98-000477.txt.

-----. 2000.8-K Report filed with the SEC. January 18. Available at: http://www.sec.gov/Archives/ edgar/data/894751/0000927356-00-000061.txt.

Browning, E. 5. 2002. Burst bubbles expose cooked books, bring SEC probes and bankruptcies. Wall Street Journal (February 11).

Crooch, G. M., and W. S. Upton. 2001. Credit standing and liability measurement. Understanding the Issues 4, Series 1. Norwalk, CT: FASB.

Financial Accounting Standards Board (FASB). 1977. Accounting by Debtors and Creditors for Troubled Debt Restructurings. Statement of Financial Accounting Standards No. 15. Norwalk, CT: FASB.

-----. 1984. Recognition and Measurement in Financial Statements of Business Enterprises. Statement of Financial Accounting Concepts No. 5. Norwalk, CT: FASB.

-----. 1991. Disclosures about Fair Value of Financial Instruments. Statement of Financial Accounting Standards No. 107. Norwalk, CT: FASB.

-----. 1993. Accounting for Certain Investments in Debt and Equity Securities. Statement of Financial Accounting Standards No. 115. Norwalk, CT: FASB.

-----. 1999. Preliminary views on major issues related to reporting financial instruments and certain related assets and liabilities at fair value. December 14. Norwalk, CT: FASB.

-----. 2000a. Using Cash Flow In formation and Present Value in Accounting Measurements. Statement of Financial Accounting Concepts No. 7. Norwalk, CT: FASB.

-----. 2000b. Accounting for Financial Instruments with Characteristics of Liabilities, Equity, or Both. Exposure Draft. Norwalk, CT: FASB.

Joint Working Group of Standard Setters (JWG). 2000. Recommendations on Accounting for Financial Instruments and Similar Items. Financial Accounting Series No. 215.A. Norwalk, CT: FASB.

Mulford, C. W. 1985. The importance of a market value measurement of debt in leverage ratios: Replication and extensions. Journal of Accounting Research (Autumn): 897-906.

Nelson, K. K. 1996. Fair value accounting for commercial banks: An empirical analysis of SFAS No. 107. The Accounting Review (April): 161-182.

Parker, P. 1997. Boston Chicken sued in stock drop. The Denver Post (June 25).

Schine, E. 1996. The squawk over Boston Chicken. Business Week (October 21).

Robert C. Lipe is an Associate Professor at the University of Oklahoma.

I thank the KPMG Foundation and the University of Oklahoma for funding. I thank Evan Shough and Yinghong Zhang for research assistance, and Mary Barth, Lisa Bryant, Teresa Avery, Eugene Comiskey, Clyde Stickney, and an anonymous reviewer for comments. Any errors are mine alone.
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Date:Jun 1, 2002
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