On December 22, 2017, President Trump signed The Tax Cuts and Jobs Act, which resulted in sweeping changes to the U.S. tax code. The Act decreased the corporate tax rate to 21% from 35%, in addition to modifying specific provisions around interest, depreciation, carrybacks, and repatriation taxes. The change in tax rate will have the biggest impact on purchase accounting.
In this article, we address some frequently asked questions regarding pitfalls and best practices in purchase price allocation.
Measuring the fair value of contingent consideration (commonly referred to as an “earnout”) for financial reporting is a complex process – based on a number of variable inputs, unique risk profiles, and potentially complicated payoff structures. Valuation professionals must be well versed in the concepts of fair value, probability, and risk. Here’s what you need to know about what goes into that fair value measurement before it lands on your desk.
Managers of companies going through a Chapter 11 restructuring process need to juggle an extraordinary set of additional responsibilities, often requiring help from outside third party specialists to formulate a reorganization plan that facilitate a successful navigation through the bankruptcy court. This article provides expertise on the Chapter 11 reorganization process and emergence.
We observed last spring that 2015 would likely mark a turning point in portfolio valuations with the degree of difficulty likely to increase during the year. With Q4 earnings season beginning, we take an opportunity to check in on portfolio marks and market sentiment over the year. The key takeaway from the year is that the valuation perspectives of investors and portfolio managers began to diverge.
Despite a strong year in the FinTech sector, IPO pricing is always tricky, especially in the tech space. In this article, we consider Square’s IPO and how preferences associated with shares can affect valuations.
Valuation issues are front and center of the EFH bankruptcy. How the ultimate reorganization plan plays out will be critical. Many valuation aspects can be structured in a settlement. However, even in bankruptcy environments, there are economic, financial and market issues that still fuel the undergirding drivers to maximizing value for all stakeholders. No investor wants the short end of a stick. Depending on how the valuation issues play out there might be a chance that EFH has a long enough stick for everyone to grasp.
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.
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.
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.
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.
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?
The AICPA released a draft accounting and valuation guide (via AICPA) for Assets Acquired to Be Used in Research and Development Activities in November of 2011.
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.
In December 2010, the FASB issued ASU 2010-28, which updated rules pertaining to the appropriate measure of reporting unit carrying value.
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.
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.
Excerpted from Mercer Capital’s book, Valuation for Impairment Testing, Second Edition
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.
With many acquirers spending 2009 on the sidelines, the new accounting treatment for contingent consideration arrangements under SFAS 141R remains largely untested.
A purchase price allocation report should be well documented, concise, and provide sufficient background information. This article enumerates elements of a properly prepared purchase price allocation report.
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.