Setting new standards for business combinations and intangible assets.
In 1973, the Financial Accounting Standards Board (FASB) issued a "Request for Views Concerning Certain APB Opinions and Accounting Research Bulletins." As a result of the responses received from this open letter, the Board placed on its agenda a project on accounting for business combinations and purchased intangibles. In August 1976, the Board issued a Discussion Memorandum on the subject, but later deferred pursuing the matter due to issues of higher priority. Twenty years later, the Board once again placed this subject on the table in an effort to reconsider the requirements of APB Opinions No. 16, Business Combinations, and No. 17, Intangible Assets (1).
The need to reconsider the business combinations issues resulted from the flurry of merger and acquisition (M&A) activity in the late 1990's. The Securities and Exchange Commission (SEC), the FASB, and the audit profession had all witnessed an increase in the volume of inquiries on the application of APB Opinion Nos. 16 and 17. Any time accounting pronouncements in a particular area are put to the test in such a pervasive manner, it brings to the forefront of the profession flaws and deficiencies in those pronouncements. Companies with very similar merger and acquisition transactions could (if the criteria were met) account for these transactions using different methods, resulting in different financial statement impacts. The FASB's concern that representational faithfulness and comparability would be compromised was quite justifiable (2).
Business combinations were accounted for using one of two methods, the pooling of interest method or the purchase method. Use of the pooling method was required whenever 12 criteria were met; otherwise, the purchase method was to b used. Many companies contemplating an acquisition preferred the pooling of interests method. This was because the pooling treatment had a more favorable impact on the financial statements than the treatment of an acquisition as a purchase. Under purchase accounting, assets and liabilities of the acquired company are booked at fair value, which in most cases is greater than their carrying values. Since depreciable assets such as plant, property, and equipment now are being restated using a higher depreciable base, the result is higher depreciation charges and an unfavorable impact on the income statement. Another undesirable effect occurs because the purchase price paid over fair value of assets acquired is recognized as goodwill. The resulting amortization has a similar adverse im pact on the income statement Financial ratios also suffer as a result of the purchase method of accounting. Return on Investment, for example, is calculated by taking net income in the numerator and total assets in the denominator. The lower earnings in the numerator resulting from purchase accounting, coupled with the higher assets in the denominator, cause this ratio to be less favorable than if the pooling method were employed. Pooling treatment does not have the same adverse effect on the financial statements. When en the companies combine, the book values of the companies are carried forward. As a bonus, the acquired company's retained earnings is carried forward under pooling, providing management with more flexibility with regard to dividends (3).
The FASB was cognizant of the fact that the use of the pooling method had moved away significantly from its original intent Pooling treatment was originally intended for combinations in which a strong degree of affiliation existed between the combining companies prior to the combination. Thus, its use in situations in which combining companies had not been part of the same group appeared inappropriate. In some cases, the connection between the combining companies is merely an incident to normal business activities, such as those between supplier or customers.
Furthermore, under the pooling method, assets and liabilities were recorded from the perspectives of the predecessor companies rather than the resulting combined enterprise. The resulting information was less relevant in terms of completeness, predictive value, and feedback value. The Financial Accounting Policy Committee of the Association for Investment Management and Research stated in a letter to the FASB that the purchase method is much more revealing about the economic nature of the transaction that has taken place, the values involved, and the transaction's effect on the continued operations and financial position of the combined entity. Moreover, the purchase method provides financial statement users with essential information that will better enable them to assess the economic benefits and risks of M&A transactions and forecast the amount, uncertainty, and timing of the combined enterprise's future cash flows and reported earnings with greater accuracy (4).
International considerations played a large role in FASB's deliberations. Business combination accounting is an area of considerable international divergence. FASB worked closely with other standard-setting members of the international organization known as the "Group of 4 plus 1" (G4+1) to achieve international convergence with respect to the methods of accounting for business combinations (5). In 1998, the FASB participated in the development of a G4+1 Position Paper, Recommendations for Achieving Convergence on the Methods of Accounting for Business Combinations.
That paper considered the pooling method, the purchase method, and the fresh-start method, and concluded that only the purchase method should be used to account for business combinations (6).
In December 1998 the FASB issued the Position Paper as an Initiation to Comment; Methods of Accounting for Business Combinations: Recommendations of the G4+1 for Achieving Convergence. Other G4+1 member organizations issued similar documents for comment After considering the recommendations of the G4+1 and the responses to the Invitation to Comment, the Board decided that only the purchase method should be used to account for business combinations (7). The Board also decided that certain changes should be made in the accounting for and financial presentation of goodwill and other intangible assets. Those changes were proposed in the September 1999 FASB Exposure Draft, Business Combinations and Intangible Assets.
The Business Combination Project is an excellent example of how the extensive due process followed by the Board provides a vehicle for constituents to offer input on the development of accounting standards. The FASB utilized comment letters, field visits to fourteen companies, and presentations at Board meetings (8). Still, the project spurred so much controversy that Congressional hearings were convened.
This article is organized as follows: the next section overviews the FASB's standard setting process. The intellectual underpinning of FASB's original position on the issues is explored and the input of the constituents and the resulting revisions to the proposed statements are discussed, followed by the summary of the final version of the two new pronouncements in a tabular form. The following section discusses international repercussions of the new FASB standards. The last section provides conclusions.
The Standard Setting Process
The 1999 Exposure Draft. On September 7, 1999 the FASB invited comment on an Exposure Draft (ED) entitled Business Combinations and Intangible Assets. The proposed statement addressed two main areas: APB Opinion No. 16, Business Combinations, and APB Opinion No. 17, Intangible Assets. The ED raised several issues; the first one was its scope of application. The proposed statement would not apply to not-for-profit organizations (9). Next, the definition of "business combination" was addressed. Opinion No. 16's definition of business combinations would change to reflect that all business combinations are acquisitions, which should be accounted for using the purchase method. An exchange of a business for a business is a business combination; the pooling of interests method would not be used to account for any business combinations. Given the past history of the pooling treatment and the environment in which it was being used, the Board argued that the issuance of stock instead of cash to effect a merger was not indicative of a merger, even if all 12 pooling criteria were met The issuance of shares of stock is an investment Net assets are transferred in exchange. Since investments by owners are accounted for at fair value, this is the same basis that should be used for an investment made in cash (10). Whether the investment is made in stock or in cash, the result should be the same.
Another consideration in the ED was that an acquiring enterprise be identified in all business combinations. At times, the acquiring company cannot be identified among the parties in a merger transaction. This may be especially true in a merger of equals. The Board agreed that in such cases, consideration should be given to factors related to voting rights. This could include a holding of any major voting blocks, unusual voting arrangements, and the presence of pertinent options, warrants, or convertible securities. Consideration should also be given to the composition of the board of directors and senior management of the combined enterprise (11).
Goodwill was a major issue in this discussion. One hurdle the FASB faced in the goodwill issue is whether goodwill qualifies as an asset. The Board made a sophisticated argument in that regard. First, according to Concepts Statement No. 6, goodwill possesses the essential characteristics of an asset a future benefit, control over the asset, and possessing the right to the asset Goodwill is also measurable, and meets the criteria for relevance and reliability, according to Concepts Statement No. 5. An item possessing those attributes should, arguably be recognized in the financial statements, subject to the cost-benefit and materiality constraints (12).
The Board suggested that goodwill recorded in a purchase should be amortized over 20 years, not 40 years. It reasoned that "some of what is recorded as goodwill may have a finite useful economic life, partly because goodwill is measured as a residual and may include components that represent assets...other than core goodwill, which are wasting assets that should be amortized" (13). Part of goodwill may be a non-wasting asset with an indefinite life. But separating goodwill into wasting and nonwasting components would not be an easy task, perhaps open to judgement and abuse. So the Board concluded that all goodwill should be amortized. The exposure draft noted the 20-year rebuttable maximum set in the International Accounting Standards Committee (IASC) standard. It also noted that "planning horizons rarely go beyond 20 years and that the value of cash flows that are expected to be received more than 20 years hence would be nearly zero if discounted at virtually any appropriate discount rate (14)."
Both principal recommendations of the 1999 ED, that is, the elimination of pooling method and the requirement to amortize purchased goodwill over no more than 20 years, were quite controversial. The Board received about 200 comment letters, and about 45 parties testified at FASB public hearings. About two-thirds of the commentators disagreed with pooling elimination, and many also opposed the proposed treatment of goodwill.
In March 2000 Senator Phil Gramm (R-TX), Chairman of the Senate Banking, Housing, and Urban Affairs Committee, held a hearing on "The Pooling Method of Accounting for Corporate Mergers." Later, a second hearing entitled "Accounting for Business Combinations: Should Pooling Be Eliminated?" were held by Representative Michael Oxely (ROH), Chairman of the Subcommittee on Finance and Hazardous Materials, on May 4,2000. Many prominent individuals from the business community who testified at these hearings expressed their concern that the elimination of pooling will constrain companies from engaging in suitable business combinations and, consequently, stifle technological development, impede capital formation, and slow job creation (15).
On October 3, 2000 Representative Christopher Cox (R-CA) introduced in the House a bill, "Financial Accounting for Intangibles Reexamination Act," which would have postponed the improvements the FASB was seeking. Representatives Shaw (R-FL), Peterson (DFL-MN), Pickett (D-VA), Sherman (D-CA) and Shays (R-CT) all issued a dear colleague letter opposing the bill. Feedback from member input on the September 1999 ED resulted in the development of a goodwill impairment model, upon which a final decision would not be made until all issues were addressed, including issues raised by members of Congress.
The Revised Exposure Draft. As a result of the re-deliberations of the September 1999 ED, the Board issued a revised ED on Business Combinations and Intangible Assets on February 14, 2001. In it, the Board reaffirmed the proposals to prohibit the use of the pooling method. The proposed statement, however, would require that goodwill not be amortized. Instead, it would be reduced only if it was found to be impaired.
The New Standards. The Board voted unanimously on June 29, 2001 on the two new pronouncements: Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets. The main points of both Statements are summarized in Exhibit 1.
International Repercussions of the New FASB Standards
The FASB has cited the need for international convergence ice of business combination standards when it issued its original 1999 Exposure Draft. By voting to drop the pooling of interest method, however, the FASB has gone further than the IASC (16) and many other national standard setting bodies, including the U.K Accounting Standards Board, which still allow the pooling method in exceptional circumstances. FASB chairman Ed Jenkins argued that use of pooling is largely a U.S. phenomenon and is the exception almost everywhere else in the world. In addition, the FASB justified its decision as follows: "The accounting standards of both the United Kingdom and the IASC each permit use of the pooling method for certain merger transactions; however, those standards differ not only in how they define a merger, but also in how that guidance is interpreted and applied (17)."
International Accounting Standard No. 22 (IAS 22) prescribes the accounting treatment for business combinations. The Standard was approved in November 1983 and revised in December 1993 as part of the project on Comparability and Improvement of Financial Statements. It covers both an acquisition of one enterprise by another, as well as the situation of a "uniting of interests" (merger) when an acquirer cannot be identified. A uniting of interest is considered to be an unusual business combination and must be accounted for by the pooling of interests method.
In a uniting of interests, the shareholders of the combining enterprises join in a substantially equal arrangement to share control over their net assets and operations, and consequently the risks and the benefits of the combined entity. However, unlike APB No. 16, IAS 22 is not intended to be comprehensive and to be used as a set of conditions that must be met in order to classify a business combination either as a uniting of interests or as an acquisition.
The following criteria are used in classifying a business combination as uniting of interests (18):
* the substantial majority of voting common shares of the combining enterprise are exchanged and pooled;
* the fair value of one enterprise is not significantly different from that of the other enterprise;
* the shareholders of each enterprise maintain substantially the same voting rights and interests in the combined entity, relative to each other, after the combination as before.
Even though the IASC criteria are not as extensive as APB 16, the requirements are more stringent. For these reasons, fewer business combinations qualified under IAS 22 as a pooling of interests as compared to previous U.S. GAAP, primarily because an acquirer can be identified in most business combinations.
If an acquisition does not satisfy pooling-related criteria, it must be considered a purchase. Specifically, an acquisition is a business combination in which the acquirer obtains control over the net assets and operations of the acquiree in exchange for the transfer of assets, incurrence of a liability, or issuance of equity. The difference between the cost of the purchase and the fair value of the net assets is recognized as goodwill. According to the 1993 version of IAS 22, goodwill must be amortized over its useful life, but not more than 20 years. In addition, goodwill must be reviewed each year for impairment. The benchmark treatment for negative goodwill is to reduce the non-monetary assets proportionately, and to treat any balance as deferred income.
In July 1998, various paragraphs of IAS 22 were revised again. The 20-year ceiling on the amortization period of goodwill has been made a rebuttable presumption rather than an absolute limit. Consistent with the amortization requirements for intangible assets in IAS 38, Intangible Assets, if there is persuasive evidence that the useful life of goodwill will exceed 20 years, the company should amortize the goodwill over its estimated useful life and test it for impairment at least annually. Also, it must disclose the reasons for a rebuttal of the presumption that the useful life of goodwill will not exceed 20 years from initial recognition, as well as the factors that played a significant role in determining the useful life of goodwill. The revised Standard does not permit a company to assign an infinite useful life to goodwill (19).
The benchmark and allowed alternative treatments for negative goodwill in IAS 22 are replaced by a single treatment. The revised Standard requires negative goodwill to be presented as a deduction from positive goodwill. It should then be recognized as income as follows: (1) to the extent that negative goodwill relates to expectations of future losses and expenses, it should be recognized as income when the identified losses and expenses occur; and (2) to the extent that it does not relate to future losses and expenses, negative goodwill not exceeding the fair values of the non-monetary assets acquired should be recognized as income over the remaining average useful life of the depreciable/amortizable non-monetary assets acquired; negative goodwill in excess of the fair values of the non-monetary assets acquired should be recognized as income immediately.
In the U.K, the Accounting Standards Board (ASB) replaced SSAP 23 with FRS No. 6, Acquisitions and Mergers, which allows merger accounting to be used only in very rare circumstances, essentially only when it is not possible to say which of the combining parities should be recognized as the acquirer. As a result, very few business combinations are now accounted for as mergers. The FRS No. 10 requires that goodwill be capitalized to the balance sheet, and, where its economic life is limited, to be amortized against earnings over a maximum period of 20 years. Amortization is not required if durability of goodwill is clearly established (20).
It seems that FASB would like standard-setters around the world to support its move to eliminate pooling and to test goodwill for impairment (rather than amortizing it). This convergence of business combination standards has already been achieved with Canada. Canadian standards were far more strict in determining when the pooling method may be used. Pooling of interest was allowed only in exceptional circumstances, where no acquirer could be identified. Therefore, Canadian companies argued that they were being placed at a competitive disadvantage compared to their counterparts south of the border. Consequently, the Canadian profession had been coining under increasing pressure from its constituents to relax its own standards. From this perspective, the FASB's move to eliminate pooling was welcomed with relief The Accounting Standards Board (AcSB) of the Canadian Institute of Chartered Accountants (CICA), also a G4+1 member, conducted a business-combinations project concurrently with the FASB's project. The g oal of the concurrent effort was to establish common standards on business combinations and intangible assets.
In July 2001, the AcSB approved a new Handbook Section replacing Business Combinations, Section 1580, which will require all business combinations to use the purchase method of accounting. The Board also approved a new Section dealing with Goodwill and Other Intangible Assets, which will require intangible assets with an indefinite life and goodwill to be tested for impairment on an annual basis. The new Sections are consistent with those recently approved by the FASB (21).
Recent IASC restructuring facilitates further FASB's influence on international standard setting agenda. Under a new constitution, the IASC is established as an independent foundation. The organization has two main bodies: the Trustees and the Board, as well as a Standing Interpretations Committee and Standards Advisory Council. The IASC Trustees were appointed in May 2000 by a Nominating Committee chaired by Arthur Levitt, U.S. Securities and Exchange Commission Chairman. This 19-member oversight body is chaired by former U.S. Federal Reserve Chairman Paul A. Volcker, and includes four other U.S. members. The Trustees appointed the 14-member International Accounting Standards Board (IASB), which has sole responsibility for setting accounting standards. Twelve of the IASB members were appointed to full-time positions and two to part-time positions. The U.S. is currently represented by two full-time members with FASB experience, and two part-time members.
Among first priorities on the IASB agenda is the Business Combination and Consolidation Project This project would seek to converge existing standards on:
* the definition of a business combination;
* the appropriate method(s) of accounting for a business combination; and
* the accounting for goodwill (or negative goodwill) and intangible assets acquired in a business combination.
In addition, a single standard would be developed to converge the approaches in various existing standards on the accounting procedures for business combinations. Such issues as purchase price allocation, liability and asset recognition at date of combination, and contingent considerations will be considered (22).
This project would result in the amendment or replacement of IAS 22, Business Combinations. The IASB could use the feedback received or the G4+1 Position Paper, discussed above, exploratory work by the IASC, and FASB's approach as a starting point for convergence efforts.
After an extensive due process, the FASB was able to streamline the accounting treatment of business combinations in the U.S. The influence of the political process on private sector accounting standard setting was clear in this case. Only the future will show what effect the elimination of the pooling method will have on merger and acquisition activities. Initial predictions that it may bring them to an end are probably exaggerated. Also, although FASB's new standards constitute a step toward international harmony, such harmony 11 as yet to be achieved.
The U.S. can lead, but there is no guarantee that others will follow. Abroad, there is still a sentiment to keep the pooling alternative alive. Supporters of this method argue that there are certain exceptions when the acquirer cannot be identified. For example, where three or more companies of a similar size decide to combine forces, it may be very clear that no one of them has acquired the others (23).
Even where pooling of interests is not utilized, the treatment of goodwill across countries introduces variation in income and balance sheet effects of business combinations. The new IASB's business combination standards will be extremely important for further international accounting harmonization.
EXHIBIT 1 THE MAIN POINTS OF THE NEW FASB PRONOUNCEMENTS Statement No. 141 Business Combinations * A business combination occurs when an entity acquires the net assets and control of another entity * Only the purchase method is permitted * Goodwill is recognized as an asset * Negative goodwill should be allocated to certain other assets; any excess should be recorded as an extraordinary gain * Acquired intangible assets other than goodwill arise from contractual or other legal rights (regardless of whether those rights are transferable or separable from the acquired entity or from other rights and obligations); if an intangible asset does not arise from contractual or other legal rights, it is recognized as an asset apart from goodwill only if it is separable or capable of being separated and sold, transferred, licensed, rented or exchanged * Disclosures include name and description of acquired company and percentage of voting shares obtained, reason for acquisition, period for which results of operation of acquired entity are included in income statement, cost of acquired entity, amounts assigned to assets/liabilities of acquired entity, contingent payments, purchased in-process R&D and related write-off, and reasons for not having finalized purchase price allocation Statement No. 142 Goodwill and Other Intangible Assets * Applies to goodwill and intangible assets acquired in business combination * The reporting unit is considered an operating segment or one level below, as defined in SFAS 131 * Goodwill shall not be amortized * Goodwill should be tested for impairment annually * Goodwill should be tested for impairment on an interim basis if an event occurs which would more likely than not reduce its fair value below its carrying value * Goodwill impairment test would use a two step approach; the first step compares the fair value of a reporting unit with its carrying amount, including goodwill; if the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step would be unnecessary. The second step measures impairment loss; implied fair value of the reporting unit is compared to its carrying value; if the carrying amount exceeds the implied fair value, the difference is an impairment loss; the loss cannot exceed the carrying amount of goodwill * The fair value of a reporting unit refers to the amount at which it could be bought or sold; a present value technique is often the best approach to use in estimating fair value, if market values are not readily available * If a reporting unit is to be disposed of, its goodwill should be included in the carrying amount of net assets to determine gain/loss * Intangibles with finite useful lives other than goodwill should be amortized over their useful life * Intangibles with indefinite lives am not amortized unless their useful lives are determined no longer to be indefinite; the remaining useful life of an intangible asset not being amortized shell be evaluated each reporting period to determine whether circumstances continue to support an indefinite useful life; an intangible asset not being amortized but subsequently determined to have a finite life should be tested for impairment * Disclosures for intangibles subject to amortization include amount assigned, residual value and weighted average amortization period, carrying amounts, accumulated amortization and amortization expense (current and nest five years); disclosures for intangibles not subject to amortization include carrying amounts in total and for each major class * Financial statement presentation includes goodwill as a separate line item, aggregate impairment losses and amortization expense
(1.) Financial Accounting Standards Board. Financial Accounting Series: Proposed Statement of Financial Accounting Standards; Business Combinations and Intangible Assets. September 7,1999, par.79-80.
(2.) Ibid., par. 82.
(3.) Baker, R, V. C. Lembke, and T. King. Advanced Financial Accounting, 5th ed., New York McGraw-Hill/Irwin, 2002, 18&19.
(4.) Beresford, D. R "Congress Looks at Accounting For Business Combinations." Accounting Horizons, 15(1) 2001, 73-86
(5.) The G4+1 Group consisted of the Australian Accounting Standards Board (AASB), the New Zealand Financial Reporting Standards Board (FRSB), the United Kingdom Accounting Standards Board (UK ASB), the Accounting Standards Board (AcSB) of the Canadian Institute of Chartered Accountants, the FASB, and an observer, The International Accounting Standards Committee (IASC). The Group was dissolved in January 2001 (Financial Accounting Standards Board. Statement of Financial Accounting Standards No. 141: Business Combinations. Norwalk, CT: FASB, June 2001, B9, 37.)
(6.) Financial Accounting Standards Board. Statement of Financial Standards No. 141: Business Combinations. Norwalk, CT: FASB, June 2001, B12, 37.
(7.) Ibid, B14, 38.
(8.) Murphy, E. A "The Ongoing Controversy Over Business Combinations and Intangible Assets." Ohio CPA Journal, 60(2), 2001, 57.
(9.) Financial Accounting Standards Board. Financial Accounting Series: Proposed Statement of Financial Accounting Standards; Business Combinations and Intangible Assets. September 7, 1999, par. 10.
(10.) Ibid, par. 145.
(11.) Ibid, par. 164-165.
(12.) Ibid., par. 189.
(13.) Ibid., par. 221.
(14.) Ibid., par. 237.
(15.) Beresford, D. R, op. cit., 2001.
(16.) As discussed later, the IASC has been restructured and the International Accounting Standards Board (IASB) has been constituted. The IASB will publish its Standards in a series of pronouncements called International Financial Reporting Standards (IFRS). It has also adopted the body of Standards issued by the Board of the IASC. Those pronouncements continue to be designated International Accounting Standards (IAS).
(17.) Financial Accounting Standards Board. Business Combination Project, Frequently Asked Questions, Answer 17.
(18.) Ordelheide, D. and KPMG, eds. Transnational Accounting, 2nd ed., New York: Palgrave Publishers Ltd., 2001, Volume 2, 1580.
(19.) Ibid, 1576-1577.
(20.) Haskins, M. E., K. R. Ferris, and T. I. Selling. International Financial Reporting and Analysis, 2nd ed., New York: Irwin McGraw-Hill, 2000, 250.
(21.) Canadian Institute of Chartered Accountants. Business Combinations, http://www.cica.ca.
(22.) International Accounting Standards Board. Information For Observers: Board Agenda, July 25 2001, London, http://www.iasb.org.uk.
(23.) Paterson, R. "Merger Accounting," Accountancy, June 2001, 98.
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|Author:||Cortese-Danile, Teresa M.; Gornik-Tomaszewski, Sylwia|
|Publication:||Review of Business|
|Date:||Jan 1, 2002|
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