We began this blog in August 2013 with the mission to keep you, the reader, current on the latest financial reporting news. After over 200 posts and a book, it’s time to bid the blog farewell. Over the years, we have appreciated your readership, feedback, and support. Even though the blog is ceasing publication, we are committed to continuing our mission in a different format.

It seems fitting that we end the blog with a look back to 2017 and our 10 most popular posts for the year.

Early Purchase Price Allocation Estimates Help Avoid EPS Surprises

While ASC 805 permits companies up to one year to finalize and true-up the allocation, it is often the case that a preliminary allocation disclosure includes a full list of identified intangible assets, estimated fair values, and useful lives. Why is this preliminary allocation important?

PCAOB Inspection Scrutiny of Fair Value Measurement Continues

Fair value measurement has been a hot topic during the last few years, increasingly attributable to PCAOB identified audit deficiencies and heightening scrutiny over the existing fair value framework and related auditing standards.  In this post, we take a look at the causes of attention and recent responses from professionals and professional organizations.

What Is Your Name Worth as a Tradename?

Tradenames are valuable if customers associate the name with products or services that are of higher quality than alternate offerings. For the acquiring firm, such an association can lead to greater financial returns. However, a market participant acquirer will likely pay (up) for the privilege of continuing to use the founder’s name only if she expects the superior financial performances, as well as the signaling benefits, will be transferable.

$475 Million Bargain Purchase Leads to an SEC Settlement

Was it a bargain purchase or not? The SEC has reached a $6.2 million settlement with a Big 4 audit firm relating to auditing failures associated with Miller Energy Resources, an oil and gas company with activities in the Appalachian region of Tennessee and in Alaska. In late 2009, Miller acquired certain Alaskan oil and gas interests for an amount the company estimated at $4.5 million. The company subsequently assigned a value of $480 million to the acquired assets, resulting in a one-time after-tax bargain purchase gain of $277 million. Following the deal, the newly acquired assets comprised more than 95% of Miller’s total reported assets. This post will examine the particulars of the case and provide some observations on fair value accounting that can be gleaned from the SEC settlement order.

The Valuation Implications of Filing (or Not) a Patent

Applications for patents in the U.S. have nearly tripled over the past 20 years. Perhaps increased innovation, more cutthroat competitive practices, and an uptick in litigious activity surrounding idea ownership are to credit. One thing that is clear is that there are many implications of filing a patent beyond just its ability to enforce exclusivity of an idea – for founders and investors alike.

Q&A:  New Guidance on Valuation of Contingent Consideration (Earnouts)

Contingent considerations (earnouts) are agreements between the parties to a corporate transaction to defer a portion of the purchase price. Techniques for measuring fair value have evolved over time. The exposure draft advocates wider application of options-based methods. The guidance is an important step in advancing the valuation profession. The SEC and others have lamented the diversity of practice among practitioners, and the exposure draft addresses that concern in a constructive manner. The detailed discussions and examples should promote broad and consistent adoption of techniques that have to-date been applied only sporadically and inconsistently. Techniques advocated in the exposure draft should promote the “auditability” of very tricky and subjective fair value measurements.

Crafting a Deal in Order to Stay Afloat

Sears is in trouble. Or rather, it’s been in trouble for some time. Same-store sales fell 13% in November and December 2016 and Sears has booked losses of over $9 billion during the past eight years. The company has had to resort to shedding assets – tangible and intangible – in a bid to right-size operations and manage liquidity. In the past, Sears financed some of these losses through the sale of real estate.

Market Participant Perspectives

We have published a collection of these posts in a book entitled “Market Participant Perspectives: Selections from Mercer Capital’s Financial Reporting Blog.” For our existing clients and blog subscribers, we hope that the book uncovers a post or two of interest that you might have missed the first time around. For clients that we haven’t met yet, there’s probably no better introduction to our team than the collection of posts in this book.

RSP Permian / Silver Hill Energy: A Closer Look at the Acquisition

On October 13, 2016 RSP Permian (RSPP) announced the acquisition of Silver Hill Energy (SHE) for approximately $2.4 billion dollars. SHE will receive approximately $1.182 billion in RSPP common stock and $1.25 billion in cash. Based on RSPP disclosures, the assets received include (1) wells currently producing 15,000 barrels of oil equivalent per day (BOEPD); and (2) 41,000 in net acreage throughout Loving and Winkler County Texas.

Purchase Price Allocations in the Lab Services Industry

Mergers and acquisition activity relays much information to the general public: trading multiples, future expectations, the premium paid for a company above and beyond the company’s tangible and intangible assets, to name a few. In our bi-annual Lab Services Newsletter, we observe M&A transactions within the industry, and further analyze the largest acquisition(s) to gain insight behind the deal.

Fair Value (and More) in the Animal Health Industry

How is a veterinary practice or animal hospital valued? Knowing which methods to apply in the valuation of a veterinary practice and which assets to recognize in a business combination can have a material impact on the value of a company and its purchase price allocation.

Allocating Purchase Price for a Pharma Transaction – Pfizer Acquires Medivation (Part 1)

In August 2016, Pfizer (“PFE”) announced it would acquire the biopharmaceutical company Medivation (“MDVN”) for $81.50 per share, or a total enterprise value of approximately $14 billion, in an all-cash deal. The transaction made headlines for the how the size of the deal escalated over a period of approximately six months prior to the PFE announcement, as well as the potential implications regarding the attractiveness of (relatively) smaller biopharmaceutical targets in an environment where larger deals face an inordinate amount of regulatory scrutiny.

Appraisal Foundation Releases Final Guidance on Fair Value Measurement of Customer-Related Assets

On June 15, 2016, the Appraisal Practice Board (“APB”) of the Appraisal Foundation released the final version of the Valuation for Financial Reporting Advisory #2, The Valuation of Customer-Related Assets. The non-authoritative best practices guidance elaborates on valuation approaches and methodologies that can be used to measure fair value of customer-related intangible assets such as customer lists, order or production backlogs, and contractual and/or non-contractual customer relationships. This post briefly discusses this document.

Non-Compete Agreements: The Good, the Bad, and the Ugly

Non-compete agreements are increasingly in the news, though not always in the most favorable of contexts. Proponents argue that such agreements protect firms’ intellectual property and prevent the loss of key employees, customers, suppliers, and trade secrets. Others would suggest that non-competes stifle innovation by limiting competition and employee mobility. In this post, we consider recent examples of non-compete agreements and how they impact value.

Business or Asset: Can You Tell the Difference?

The Financial Accounting Standards Board’s (FASB) definition of a business is important when it comes to classifying assets and related expenses. However, some feel that the FASB’s current definition is ambiguous and can result in inconsistent designations of business or asset status. In this post, we discuss the FASB’s proposed standards update, clarifying the assets versus business debate.

Lands’ End and Trade Name Impairment

Last week, Lands’ End, Inc. (NASDAQ: LE) announced that it would write down the value of its flagship trade name asset (Lands’ End). Management’s preliminary guidance is for a charge of $90 million to $110 million, which could lower the asset’s value by 20% from $528 million to $418 million. Obviously, a non-cash impairment charge is just that, non-cash, but what does it mean for stakeholders and how is such a charge actually determined?

Valuation of Customer-Related Assets

Customer relationships form a key intangible asset for firms operating in many industries. Firms devote significant human and financial resources in developing, maintaining and upgrading customer relationships. In some instances, supply or customer contracts give rise to identifiable intangible assets. More broadly, however, customer related intangible assets consist of the information gleaned from repeat transactions, with or without underlying contracts. Firms can and do lease, sell, buy or otherwise trade such information, which are generally organized as customer lists.

The Appraisal Practices Board of The Appraisal Foundation originally released a discussion draft of a document entitled “The Valuation of Customer-Related Assets” in June 2012. The draft, authored by the Working Group on Customer-Related Assets, provides best practices guidance on the valuation of customer-related intangible assets. A subsequent exposure draft was released in December 2013. A final version of the document is pending. This article, drawing in part from these documents, examines attributes of customer-related intangible assets and their valuation.

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

Back in 2010, Diamond Foods, Inc. completed its acquisition of Kettle Foods, a premium potato chip manufacturer. Diamond paid approximately $616 million for Kettle Foods and $235 million, or 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?

Lower Valuations for Private Companies?

The CFA Institute recently released a report about investor apprehensions concerning separate accounting standards for private companies. The report reflects the results of a survey of investment professionals in the CFA Institute. The separate accounting standards include differing accounting rules for SMEs (small or medium sized entities) under IFRS and for private companies under GAAP (as advanced by the Private Company Council). On balance, while investors seem to think the initiative will reduce companies’ compliance costs, they believe the benefits are unlikely to outweigh the costs.

Simpler Times Under ASC 805

The FASB’s Simplification Initiative is designed to make small changes to GAAP that will reduce costs and complexity, while maintaining or improving the usefulness of financial statements. One such potential change to ASC Topic 805 was announced on May 21, 2015. In response to stakeholder feedback, the FASB has proposed modifying standards related to how companies are required to account for business combinations.