From slides Flashcards
How are the following assets measured?
- Cash and Cash equivalents
- Short-term investments and marketable sec
- Receivables
- Inventories
- LT Tangible Assets
- Recorded Intangible assets
- Goodwill
- Other Intangibles
- LT debt securities
- Equity investment
- Cash and Cash equivalents - FV
- Short-term investments and marketable sec - FV
- Receivables - Quasi FV
- Inventories - Lower of COST or MARKET VALUE
- LT Tangible Assets - Depreciated historical cost
- Recorded Intangible assets - Amortized historical cost
- Goodwill - Historical cost
- Other Intangibles - Not (or Not fully) recorded
- LT debt securities - Some at FV
- Equity investment - Some at FV
How are the following liabilities measured?
- Short term payables
- Borrowings
- Accrued and estimated liabilities
- Commitments and contingencies
- Short term payables - FV
- Borrowings - Approximate FV
- Accrued and estimated liabilities - Quasi FV
- Commitments and contingencies - Many not recorded
Explain the FV Hierarchy
The FV of an asset depend on how it is defined. Three different levels:
Level 1 inputs: Market Valuation, quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2 inputs: Relative valuation, inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Include quoted prices for similar assets or liabilities in active markets
Level 3 inputs: Intrinsic valuation, inputs are unobservable inputs for the asset or liability. Best information available is used, e.g. from the company
The one-to-one principle
Fair values report value to shareholders only when shareholders’ welfare is determined solely by exposure to market prices
The balance sheet matching principle:
Fair value applies to aggregated assets and liabilities employed together
The information conservation principle:
when accounting informs about price, price cannot inform the accounting
The no-arbitrage estimation principle:
“fair” value estimates obey no-arbitrage principles with respect to observed prices
The truing-up principle:
To be “fair,” accounting for fair values trues up against actual transactions
Fair value accounting done right should make it easier for investors to value companies, not more difficult.
Accounting principles should always follow these principles:
- Do no harm.
- Don’t overreach.
- Keep it simple.
- Less is more.
IFRS 13 ( and SFAS157-Topic 820) specify
The “when” is determined by other IFRS, but no consistent framework
Key changes from industrial paradigm to information paradigm
Examples:
- Historical cost to fair values
- Transaction focused to economic event focused
- Rules based to principles based
- Reliability to faithful representation
What is goodwill?
Difference between the amount paid for the business acquired and the underlying equity acquired
Examples of factors affecting GW, and how
Excess reserves (provisions) + Higher FV value (real estate) + Intangibles (patents) + Low profitability (restructuring needs) - Excess profitability + Synergies + Lucky buy - Overvalued assets - = Sum = GW
Explain in words how an acquistion affects the BS
Example: An aquirer have 500 in debt financing and pays 500. In the acquirers balance sheet 500 will go to asset side as a new investment, 500 on liability side as debt. The consolidated balance sheet will have GW = Price - Equity value and all assets and liabilities of the target. Therefore, the balance sheet might grow substantially, in slide example, from 1000 -> 1850
Calculation methods for GW? Procedure and results
Purchase Method:
►Concept one entity acquires another entity
►Assets/liabilities of the acquired entity are revalued to fair market values
►Difference (goodwill) is capitalized and (in earlier years) depreciated
Result: Lower future profits, higher equity -> lower return on equity
Pooling of Interest Method:
►Two entities pool their business (merge); no acquirer can be identified
►Assets/liabilities of both entities are taken over at (IFRS) book values
► Difference is charged directly to equity
Result: Higher future profits, lower equity -> high return on equity
Accounting possibilities GW:
Capitalize and amortize over the income statement
► Old IFRS / US GAAP method; Swiss GAAP FER preferred solution
►Acquired goodwill is amortized and over time replaced with own generated goodwill
►In addition to possible interest costs, management is made financially responsible for the goodwill paid
Accounting possibilities GW:
Direct allocation to equity
► Old continental European approach «German consolidation method»
►Conservative, prudent and consistent treatment with own generated goodwill
►No financial responsibility for management and too high return on equity
Goodwill –Impairment Only Approach:
What is it and background
Goodwill is shown as an asset (with separate capitalization of other intangibles acquired) and only depreciated if permanently impaired (business is not performing as expected at the time of the acquisition)
► USGAAP since 1 January 2002; IFRS since 31 march 2004
Changed since it would have created a competitive accounting advantage for companies outside the US
(Compromise in the US because pooling of interest method was no longer allowed)
Critical View –Impairment Only Approach
►
No scientific justification for the change in the US but a political compromise in view of the disallowance of the ″Pooling of Interest″
►
A remaining goodwill after a proper purchase price allocation (PPA) and separation of all other intangibles represents only excess earnings or expected synergies
-> Neither of those have a indefinite life; in fact in modern business nothing is indefinite
►
In the real business world, a goodwill impairment is normally booked too late and at that point in time for a too high amount (new management)
►
In a complex group, the business supporting the acquired goodwill can -after only a few years -no longer be located (mergers, restructurings etc.)
►
Impairment calculations (DCF) are very sensitive to parameters outside the control of management (interest/discount rate) and are far from being “precise”
Influence of PPA on future profits
►
Through the purchase price allocation (PPA) future profits can be influenced despite all the modern IFRS/USGAAP rules
►Provisions (for restructuring) have a very high (positive) impact on the future profits
►Through the PPA in an acquisition, management was always tempted to solve own (restructuring) problems without a charge to the income statement
Restructuring Provisions in an Acquisition: True restructuring issues at the time of the acquisition AND at the acquired company
►Is relevant for the determination of the purchase price
►Should therefor be booked as a provision in the PPA/Goodwill calculation
►Otherwise a badwill in the year of the acquisition and extraordinary expense one year later is recorded
(Under IFRS/US GAAP no longer allowed)
Restructuring Provisions in an Acquisition: Future operating costs OR restructuring problems at the acquiring company
►Are not relevant for the determination of the purchase price and as a result not part of goodwill
►Such provisions should be built as expense in the income statement
(Under IFRS/US GAAP no longer allowed)
What are the four measurement bases?
- Historical Cost
- Current Cost
- Realizable Value / Settlement Value
- Present Value
Fair Value Definition (IFRS 13.9):
The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
(Market based and not an entity-specific)
Previous FV definition in IAS:
The amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.
The transaction to sell the asset or transfer the liability takes place either (IFRS 13.16):
- Principal market: The market with the greatest volume and level of activity for the asset or liability
- Most advantageous market: The market that maximises the amount that would be received to sell the asset or minimises the amount that would be paid to transfer the liability, after taking into account transaction costs and transport costs
Active market IFRS 13
A market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis
Exit price IFRS 13
The price that would be received to sell an asset or paid to transfer a liability
Highest and best use
The use of a non-financial asset by market participants that would maximise the value of the asset or the group of assets and liabilities (e.g. a business) within which the asset would be used
Market participants are according to IFRS 13
- Independent
- Knowledgeable
- Able
- Willing
Characteristics of the asset or liability
- Conditions
- Location
- Restrictions
Price IFRS 13 FV definition
- Directly observable or
- Estimated using another valuation technique, IFRS 13.18,
- > Before transaction costs, IFRS 13.25
- > But includes transport costs, IFRS 13.26
The unit of account (stand-alone or group) to be determined in accordance with the IFRS that requires or permits the fair value measurement, e.g.:
- IAS36 states that an entity should measure the fair value less costs of disposal for a cash-generating unit when assessing its recoverable amount.
- In IAS39 and IFRS9 the unit of account is generally an individual financial instrument
IFRS 13 deals with?
- Non-financial assets
- Entity’s own equity instruments
- Non-financial liabilities
- Financial liabilities
- Financial assets
Distinguishing between financial assets, non-financial assets and liabilities
- Non-financial assets (e.g. land) may have alternative uses
- Financial assets and liabilities don’t!
Highest and best us for non-financial assets
- in most cases the CURRENT use
- Alternative uses considered, must be
physically possible,
legally permissible,
financially feasible
Valuation premise for non-financial assets
In-use valuation premise
In-exchange valuation premise
Application to Liabilities and an Entity’s Own Equity Instruments: Non-performance risk
- the risk that an entity will not fulfill an obligation
- includes, but is not limited to, an entity’s own credit risk (credit standing)
- Guaranteed liability refer to the credit standing of the issuer
Application to Liabilities and an Entity’s Own Equity Instruments: Restrictions preventing a transfer?
- Adjustment, if the market would make an adjustment
- Different pricing for restrictions assumed
- > An asset’s restriction is seldom and relates to its marketability (thus lowers fair value)
- > A liability’s restriction is common and relates to the performance of the obligation (and is usually reflected in the price)
Application to Liabilities and an Entity’s Own Equity Instruments: Financial liabilities with a demand feature
The fair value (IAS 39/IFRS 9) cannot be less than the amount payable on demand, discounted from the first date that an amount could be required to be paid
Application to an entity’s own equity instruments
- Exit price from the perspective of a market participant
Application to financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk
Valuation premise for:
- Financial instruments that are managed on the basis of the entity’s net exposure to a particular market risk (i.e. interest rate risk, currency risk or other price risk)
- In-exchange valuation premise (IFRS 13.BC112 ff.)
- Not: in-use valuation premise (i.e. an entity cannot take into account how the fair value of each financial asset or financial liability might be affected by the combination of that asset or liability with other financial assets or financial liabilities held by the entity). (Exceptions other card)