Recent Trends in the Fair Value of Community Bank Loan Portfolios

Although successful bank acquisitions largely hinge on deal execution and realizing expense synergies, properly assessing and pricing credit represents a primary deal risk. Additionally, the acquirer’s pro forma capital ratios are always important, but even more so in a heightened bank regulatory environment and merger approval process. Against this backdrop, merger-related accounting issues for bank acquirers have become increasingly important in recent years and the most significant fair value mark typically relates to the determination of the fair value of the loan portfolio. Fair value is guided by ASC 820 and defines value as the price received/paid by market participants in orderly transactions. It is a process that involves a number of assumptions about market conditions, loan portfolio segment cash flows inclusive of assumptions related to expected credit losses, appropriate discount rates, and the like. To properly evaluate a target’s loan portfolio, the portfolio should be evaluated on its own merits, but markets do provide perspective on where the cycle is and how this compares to historical levels.

Noncompete Agreements for Section 280G Compliance

Golden parachute payments have long been a controversial topic. These payments, typically occurring when a public company undergoes a change-in-control, can result in huge windfalls for senior executives and in some cases draw the ire of political activists and shareholder advisory groups. Golden parachute payments can also lead to significant tax consequences for both the company and the individual. Strategies to mitigate these tax risks include careful design of compensation agreements and consideration of noncompete agreements to reduce the likelihood of additional excise taxes.

Portfolio Valuation Can Be Complex, Risky

From the complexity of the structure to the risk of perceived conflict of interest, valuation of PE portfolio investments for financial reporting can be challenging.

Valuation of Customer-Related Assets

The Appraisal Foundation recently released a discussion draft for “The Valuation of Customer-Related Assets” This article examines attributes of customer-related intangible assets and their valuation.

Fair Value Issues Among Auditors

As the use of fair value measurement has expanded, so has the need for professionals who have specialized capabilities related to the measurement of fair value and the resolution of fair value issues.

What’s in a Name: Valuing Trademarks and Trade Names

In March 2010, Diamond Foods, Inc. completed its acquisition of Kettle Foods. Nearly 40%, of the purchase price was allocated to “brand intangibles.” Such a high value leads to the question: How are such valuations determined and what are the drivers?

FASB Modifies Goodwill Impairment Test

On August 10, 2011, the FASB approved a pending exposure draft, “Testing Goodwill for Impairment,” which adds an optional qualitative assessment (referred to by some as the “Step Zero” test) to the annual goodwill impairment testing process.

Increasing Scrutiny for Fair Value Measurements

The Public Company Accounting Oversight Board (PCAOB) recently released the “Report on Observations of PCAOB Inspectors Related to Audit Risk Areas Affected by the Economic Crisis,” which identified instances where auditors failed to comply with PCAOB standards.

5 Things To Know about Proposed Changes to ASC Topic 820

The FASB issued an exposure draft regarding a broad range of proposed amendments to Topic 820 on June 29, 2010. The exposure draft is part of the ongoing convergence project and is intended to more closely align fair value measurements under U.S. GAAP and IFRS.

Why Quality Matters in Valuation for Equity Compensation Grants

For privately held companies (particularly those sponsored by private equity and venture capital funds), getting the valuation process right the first time for equity compensation grant compliance is always the least expensive route in terms of both direct and indirect cost.

8 Things You Need to Know About Section 409A

The valuation professionals at Mercer Capital have the depth of knowledge and breadth of experience necessary to help you navigate the potentially perilous path of Section 409A.