The Financial Reporting Blog

A weekly update on financial reporting topics curated by Mercer Capital’s Financial Reporting Valuation professionals.


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.

Credit Spread Blues & Portfolio Valuation Marks

After being bloodied by widening spreads in the second half of 2014, any hopes that credit investors may have cherished for relief in 2015 remain unfulfilled through the end of January. Time will tell whether wider spreads are here to stay, or if fund flows to high-yield credit and leveraged loan funds will turn positive again, increasing the supply of capital to borrowers. In the meantime, managers responsible for setting fair value marks will need to carefully consider how best to take account of current market conditions.

Box (Finally) Goes Public: Which Price is Right?

Box, a cloud-based enterprise, began trading publicly today after delaying the process last year. Since then, the company was valued at nearly $730 million less than that implied by the Series F round just six months prior.

Non-GAAP Measures are Gaining Popularity in IPOs

Non-GAAP performance measures are becoming more and more popular, particularly for companies looking to raise capital in an IPO. Although financial statements prepared in accordance with GAAP provide the public a standardized basis for historical and comparable financial statements, the use of non-GAAP measures, such as adjusted EBITDA or adjusted gross profit, can allow management to emphasize alternative measures.

24-Hour Impairment: Merck’s Drug Deal with Cubist

In a deal valued at approximately $9.5 billion ($8.4 million in cash and $1.1 in assumed debt), Merck’s acquisition of Cubist was originally expected to result in significant EPS gains by 2016. At least, that was the plan. Mere hours after Merck’s announcement, a U.S. court invalidated four of Cubist’s five key patents on Cubicin, the antibiotic responsible for 80% of the company’s revenue. The decision effectively allows generic production of Cubicin as early as June 2016, four and half years before the original patent expirations in November 2020.

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