Business combinations

The accounting for business combinations, divestitures, and related topics such as impairments and segment reporting continues to pose many challenges and remains on the SEC's radar screen.

Latest developments

Two trends in business combinations that we highlighted recently focus on talent acquisitions and financial risk management in connection with an acquisition. Many companies are looking to gain access to talented employees through acquisitions. Additionally, the acquisition of a business can have a significant impact on the risk exposures and risk management strategies of the combined business. Refer to PwC’s The Quarter Close – First quarter 2013 and Mergers & Acquisitions—a snapshot: Financial risk management considerations in an acquisition where we discuss further some of the critical considerations.

In April, the FASB issued a proposal that will change the criteria for reporting discontinued operations. The threshold for reporting discontinued operations will be raised to a component that either represents a separate major line of business or major geographical area of operations. As a result, the proposal is expected to reduce the number of disposals that will qualify as discontinued operations. However, a seller’s continuing involvement with a disposed component or having ongoing cash flows and operations will no longer preclude presentation as a discontinued operation. New disclosures will be required about an entity’s discontinued operations and about significant disposals that do not meet the threshold of a discontinued operation. The guidance will be applied prospectively with early adoption permitted. However, an effective date has not yet been determined. The board will resume deliberations after the public comment period ends in August. Refer to PwC’s In Brief No. 2013-18 for additional details.

At its March meeting, the EITF continued to discuss Recognition of New Accounting Basis (Pushdown) in Certain Circumstances (Issue 12-F). This Issue addresses the scope and threshold for applying pushdown accounting. The decisions reached may affect the SEC's current guidance on when to apply pushdown accounting and may also extend pushdown accounting to nonpublic entities. While the EITF largely supported applying pushdown accounting to all transactions in which an acquirer obtains control of an entity, further discussion is planned to evaluate additional follow-on issues including whether pushdown would be required or optional upon a change of control. Refer to PwC's EITF Observer – March 2013 for additional details.

In March, the FASB issued Accounting Standards Update No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This new standard reflects a final consensus reached by the EITF at its January meeting regarding whether, when, and how to release CTA into earnings in various deconsolidation and consolidation transactions. Refer to PwC's EITF Observer – January 2013 for additional details.

Last July, the FASB issued Accounting Standards Update No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. This standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. This means that a company is no longer required to calculate an indefinite-lived intangible asset's fair value unless it is more likely than not that the asset is impaired. The approach is similar to the guidance finalized in 2011 for goodwill impairment testing. Refer to PwC's Dataline 2012-08 for further details on the qualitative impairment assessment of indefinite-lived intangible assets and for more information on the qualitative assessment of testing goodwill for impairment, PwC's Dataline 2011-28.

Continued areas of focus/challenge

Among the continuing areas of challenge for preparers and users is the application of guidance for:

  • Accounting and valuation of contingent consideration;
  • Accounting for changes in ownership interests and noncontrolling interests;
  • Segment reporting, and
  • Impairments of goodwill and long-lived tangible and intangible assets.

In addition to being complex, applying the relevant accounting guidance often involves significant judgments and estimates to be determined by both financial and non-financial management. PwC has a publication series entitled “Mergers & acquisitions - a snapshot” that takes these complex topics and addresses them in a plain-English manner. PwC has issued 14 publications from this series since 2008 with the most recent issue in April 2012 addressing pushdown accounting. This series and other technical alerts are available in the “Publications” section of this website.

 

Dataline

Indefinite-lived intangible asset impairment - FASB issues guidance that simplifies impairment test and allows early adoption

08/17/2012 | Assurance services

The FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (the revised standard), on July 27, 2012. The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance finalized last year for goodwill impairment testing. This Dataline looks at the key provisions of the revised standard and offers our observations. Read more

  • The importance of being financially bilingual

    5/13/13 | US Capital Markets and Accounting Advisory Services

    When conducting cross border deals, it is important to Identify potential financial reporting differences to maximize deal value and for understanding how financial reporting and regulatory requirements interact. Embedding GAAP changes and managing multi-GAAP reporting post-acquisition requires planning.

  • M&A snapshot
    We’re acquiring a company with significant in-process research and development (IPR&D) activities. What's next? (M&A snapshot)

    4/23/13 | Assurance services

    This edition of Mergers & acquisitions — a snapshot provides an overview of the accounting rules and a glimpse into some of the issues companies face in the accounting and valuation of acquired IPR&D.

  • Decoding key metrics in cross-border acquisitions (Observations from the front lines)

    4/4/13 | US Capital Markets and Accounting Advisory Services

    US companies seeking to acquire acquisition targets headquartered outside of the United States should understand the foreign target’s financial information, including the application of non-US GAAP and the target’s accounting policies, and identify where GAAP and policy are not aligned with the buyer’s basis of preparing its financial information.

  • Quarter close
    The quarter close — First quarter 2013: Publication and new video perspectives

    3/18/13 | Assurance services

    This edition of The quarter close highlights current developments in financial reporting, including key standard-setting developments in revenue, financial instruments, and other hot topics, as well as SEC and PCAOB regulatory updates.

  • EITF observer
    EITF observer: A meeting synopsis - March 2013

    3/18/13 | Assurance services

    At the EITF's March 14 meeting, the Task Force discussed four Issues, reaching a final consensus on two issues (12-B and 12-G) and consensus-for-exposure on one Issue (13-B). Further discussion is expected on one issue (12-F). This edition of EITF observer provides a synopsis of the meeting.

  • Finance Integration: Aligning the financial compass of a deal

    3/7/13 | Transaction services

    Integration success is critically dependent on an effective finance function to deliver business insight, help ensure compliance and controls, and create operational efficiencies for capturing deal value across the organization.

  • Brand: What's in a name? Careful consideration of brand valuation issues can improve deal reporting

    3/7/13 | Assurance services

    Mergers and acquisitions for retail and consumer product companies can be influenced by the brands involved in the transaction. Such "brand-rich" transactions can bring accounting complexities that requires close attention to the valuation and purchase accounting process.

  • Webcast
    Why yesterday’s seller is unprepared in today’s changing divestiture market webcast – March 26, 2013

    Transaction services

    Divestiture activity remained brisk during 2012 driven by a continued desire by companies to generate cash, spin-off fast growing segments and exit underperforming or non-core assets. Companies that do the hard work up front to develop an articulated divestiture strategy supported by comprehensive and accurate company data are best positioned for long term success.

  • Standard setters revisit push down accounting requirements (Observations from the front lines)

    2/21/13 | US Capital Markets and Accounting Advisory Services

    Push down accounting refers to instances in which an acquiring entity (or parent company) pushes its new basis down to the stand-alone financial statements of an acquired entity. The Emerging Issues Task Force (EITF) is in discussions regarding the circumstances that drive a change in accounting basis or an acquired entity's stand-alone financial statements. Potential changes could result in more instances where push down accounting is required.

  • Webcast
    Using non-traditional consideration to close the M&A value gap webcast – February 19, 2013

    Transaction services

    Dealmakers are increasingly using non-traditional forms of consideration to help facilitate negotiations and bridge value gaps on transactions. Learn about the trade-offs and the situations when different types of consideration are typically most beneficial.

  • PwC comment letter (FASB)
    PwC Comments on Proposed ASU: Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities

    1/7/13 | Assurance services

    PwC agrees with the proposed change to limit the disclosures to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to a master netting arrangement or similar agreement.

  • In brief
    In brief: FASB proposes new model for accounting for credit losses on debt instruments (No. 2012-60)

    12/21/12 | Assurance services

    This week, the FASB issued a proposal that introduces a new model for accounting for credit losses on debt instruments. The proposal calls for an entity to recognize an allowance for credit losses based on its current estimate of contractual cash flows not expected to be collected. The FASB’s proposed model eliminates any threshold required to record a credit loss and allows entities to consider a broader information set when establishing their allowance for loan losses. In addition, the model aims to simplify current practice by replacing today’s multiple impairment models with one model that applies to all debt instruments. This In brief article provides an overview of the proposal.

  • Dataline
    Dataline: Highlights of the 2012 AICPA National Conference on Current SEC and PCAOB Developments (No. 2012-22)

    12/13/12 | Assurance services

    The 2012 AICPA National Conference on Current SEC and PCAOB Developments (the Conference) was held on December 3, 4, and 5, 2012. Conference presenters included representatives from regulatory and standard-setting bodies, auditors, users, preparers, industry experts, and an investor panel. Remarks centered mainly on the status of potential incorporation of IFRS into the U.S. financial reporting system, updates on regulatory and financial reporting matters, capital formation, and the auditing profession’s impact on the reliability and usefulness of financial statements.

  • M&A snapshot
    Financial risk management considerations in an acquisition (M&A snapshot)

    12/13/12 | Assurance services

    The acquisition of a business can have a significant impact on both the risk exposures and risk management strategies of the combined entity. In many cases, an acquirer’s financial risk exposure will increase as a result of the acquisition. However, there may be situations in which the acquiree’s operations reduce the acquirer’s current risk exposure. In any event, identifying potential changes in enterprise risks, creating an action plan to address them, and managing changes to risk management strategies post-acquisition are critical to developing short- and long-term solutions for integrating financial risk management considerations in an acquisition.

  • Quarter close
    The quarter close — Fourth quarter 2012: Publication and new video perspectives

    12/12/12 | Assurance services

    This edition of The quarter close has the latest updates and timely reminders to help you navigate your year-end reporting process with a number of hot topics, including fair value, asset impairments, pensions, valuation allowances, and more.

  • Using qualitative impairment testing for FCC licenses

    12/11/12 | Assurance services

    Accounting Standards Update 2012-02 would enable broadcasters to streamline goodwill impairment testing on FCC licenses maintained as indefinite-lived assets. This PwC whitepaper discusses variables for a qualitative analysis, sometimes referred to as “Step 0,” may be feasible for FCC licenses.

  • Dataline
    Dataline: 2012 year-end accounting and reporting considerations - Leading practices and lessons learned on key topics (No. 2012-20)

    12/3/12 | Assurance services

    This year end, entities continue to face many complex financial reporting issues such as providing new fair value disclosures, accounting for debt modifications, and evaluating revenue recognition guidance. Economic challenges around the world continue to have broad financial reporting implications. While not an all-inclusive list, this Dataline is intended to serve as a timely reminder of leading practices and lessons learned on key issues that companies should consider as they navigate the year-end financial reporting process.

  • Webcast
    Deals webcast series: Navigating the complexities of joint ventures and business alliances – January 24, 2013

    Transaction services

    The globalization of business models and dramatic change in the way businesses operate and compete in today's economy have resulted in a shift in M&A strategy and execution. Increasingly, corporations and investors are going beyond the traditional acquisition/disposal model, using joint ventures and business alliances to achieve their business development objectives. Join us for this PwC webcast to learn how you can navigate these often complicated business models.

  • Webcast
    Deals webcast series: Year-End M&A Outlook for 2013 – December 18, 2012

    Transaction services

    While uncertainty over the global economic environment and volatile equity markets significantly slowed U.S. deal volume earlier in the year, an uptick in activity during the end of the second quarter and through the third quarter, in conjunction with an active pipeline, indicated the M&A market may be regaining momentum halfway through the year. Watch this PwC webcast to learn the current state of play in the US, the trends impacting dealmaking, and what we envision the deal market could look like in 2013.

  • PwC comment letter (FASB)
    PwC Comments on Proposed ASU: The Liquidation Basis of Accounting

    10/8/12 | Assurance services

    PwC suggests enhancements to the proposed guidance in the event that others believe it will be helpful to preparers and financial statement users and will improve consistency as to when and how to prepare financial statements using the liquidation basis of accounting.

  • Quarter close
    The quarter close — Third quarter 2012: Publication and new video perspectives now available

    9/17/12 | Assurance services

    This edition of The quarter close highlights the SEC report on IFRS, the latest on conflict minerals, health care reform, and several FASB releases that are sure to keep you busy this fall. Video perspectives are also now available.

  • Accounting guides
    Global Guide to Accounting for Business Combinations and Noncontrolling Interests - 2012 edition

    9/3/12 | Assurance services

    This PwC guide explains the fundamental principles of accounting and reporting for business combinations and noncontrolling interests under both U.S. generally accepted accounting principles and International Financial Reporting Standards. This guide also includes our perspectives on the application of those principles, as well as our insights on the challenges of accounting for intangible assets and goodwill in the postcombination period.

  • Dataline
    Dataline: Indefinite-lived intangible asset impairment -- FASB issues guidance that simplifies impairment test and allows early adoption (No. 2012-08)

    8/17/12 | Assurance services

    The FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (the revised standard), on July 27, 2012. The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance finalized last year for goodwill impairment testing. This Dataline looks at the key provisions of the revised standard and offers our observations.

  • Uncovering blind spots in deal valuations

    8/13/12 | Transaction services

    Successful deal making requires a focus on the relationship between risk and return but potential blind spots can affect the expected value from an acquisition. This publication discusses how enhanced diligence on valuation issues can improve the price assessment against intrinsic value and reduce the risk of overpaying for targets.

  • In brief
    In brief: FASB issues final standard to simplify indefinite-lived intangible impairment test (No. 2012-30)

    7/27/12 | Assurance services

    On July 27, the FASB issued Accounting Standards Update No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (the revised standard). The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a "qualitative" assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. This In brief article provides an overview of the revised standard.

  • Entertainment & Media asset valuation in the Digital Age

    7/20/12 | Transaction services

    PwC believes that the traditional methods employed to value intangible E&M assets — while still valid — may ultimately need to evolve in the interest of improved reporting. This new publication, Why Entertainment and Media companies should reassess asset valuation in the Digital Age, discusses some timely valuation issues for E&M companies

  • PwC comment letter (FASB)
    PwC Comments on Proposed ASU: Testing Indefinite-Lived Intangible Assets

    4/30/12 | Assurance services

    PwC generally supports the use of a qualitative assessment that could result in an entity not having to measure the fair value of an indefinite-lived intangible asset in certain circumstances, such as when the asset's recently calculated fair value substantially exceeded its carrying amount and no significant adverse changes have since occurred.

  • M&A snapshot
    Don't let push-down accounting push you around (M&A snapshot)

    4/25/12 | Assurance services

    Companies preparing to go public often face a number of issues related to their financial statements. A common issue is whether push-down accounting should be applied. Push-down accounting is the practice of adjusting the standalone financial statements of an acquired company to reflect the basis of accounting of the buyer. This edition of Mergers & acquisitions - a snapshot, provides an overview of the SEC's rules on push-down accounting and a high-level summary of the complexities and opportunities that can arise in applying the rules to common deal structures.

  • EITF observer
    EITF observer: A meeting synopsis - March 2012

    3/18/12 | Assurance services

    At the EITF's March 15 meeting, the EITF discussed six Issues, reaching a consensus-for-exposure on three Issues. The remaining three Issues will be discussed further at a future meeting.

  • M&A snapshot
    Did I buy a group of assets or a business? Why should I care? (M&A snapshot)

    12/14/11 | Assurance services

    Determining whether an acquired group of assets is a business has proven to be one of the more challenging aspects of applying the current M&A accounting guidance. For many transactions, the determination will be straightforward. However, the current guidance will cause many transactions that are "on the edge," and previously would have been accounted for as asset acquisitions, to be accounted for as business combinations. This edition identifies relevant considerations in determining whether a business has been acquired and why it matters not only upon acquisition but also for disposals and public company reporting.

  • Dataline
    Dataline: Goodwill impairment -- FASB issues guidance that simplifies goodwill impairment test and allows early adoption (No. 2011-28)

    9/29/11 | Assurance services

    The FASB issued ASU 2011-08, Testing Goodwill for Impairment (the revised standard) on September 15, 2011. The revised standard is intended to reduce the cost and complexity of the annual goodwill impairment test by providing both public and nonpublic entities with the option of performing a "qualitative" assessment to determine whether further impairment testing is necessary. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted for certain companies. This Dataline provides details and insights on the revised standard.

  • M&A snapshot
    Market participants: how their views impact your values (M&A snapshot)

    9/26/11 | Assurance services

    In a business combination, buyers are required to record the acquired assets and assumed liabilities of a business at their fair values. Fair value reflects the price that market participants would receive to sell an asset or pay to transfer a liability. Assets and liabilities may be used differently by different market participants, resulting in variations in values. Therefore, a market participant's view is an important aspect of the valuation process as a buyer cannot look only to its own intended use of an asset or its ability to transfer a liability at a certain price. This publication provides insight on the identification of market participants, as well as how entities can develop market participant assumptions.

  • Dataline
    Dataline: Financial reporting considerations stemming from an uncertain global economy -- Accounting and reporting observations (No. 2011-27)

    9/15/11 | Assurance services

    In recent months, capital markets and currency exchanges have experienced significant volatility. The downgrade of long-term U.S. Treasuries, the European debt crisis, and slowing gross domestic product (GDP) growth in the world's leading economies have contributed to an uncertain global economy. Companies should consider the impact of the changing economic environment on their accounting and financial reporting and monitor areas of their business that might be affected by an economic slowdown. This Dataline discusses the key areas of financial reporting that could be impacted by a broader economic slowdown.

  • Practical tip
    Practical tip: Deferred tax accounting implications of holding gains from obtaining control of a foreign investee (No. 2011-03)

    6/16/11 | Assurance services

    When a company obtains control of a foreign investee, it remeasures its previously held equity interest to fair value and recognizes a holding gain in income. This holding gain will generally not result in a current tax event. This Practical tip explains the requirement to freeze any previously recorded deferred tax liability and an accounting policy election that may be available in relation to recording deferred taxes on such holding gains.

  • PwC comment letter (FASB)
    PwC Comments on Proposed ASU: Testing Goodwill for Impairment

    6/6/11 | Assurance services

    PwC expresses its support, in principle, of the use of some form of a qualitative assessment that could result in an entity not having to measure fair value of a reporting unit in certain circumstances. PwC believes the proposed update will be more cost effective than current guidance when a reporting unit's fair value substantially exceeded its carrying amount in a prior period and no significant adverse changes have since occurred. PwC believes, however, that in other situations, the proposed update may limit potential cost savings and create implementation challenges. Consequently, the Firm believes a modification to the existing guidance that expands the ability to carry forward the fair value determination of a reporting unit could...

  • Dataline
    Dataline: Goodwill impairment - FASB proposes changes to impairment test (No. 2011-20)

    5/5/11 | Assurance services

    On April 22, 2011, the FASB issued an exposure draft of a proposed ASU that would change the goodwill impairment test. The proposal would allow an entity first to assess "qualitatively" whether it is necessary to perform the current two-step goodwill impairment test under US GAAP. Further testing would be required only if an entity determines it is more-likely-than-not that a reporting unit's fair value is less than its carrying amount. Comments on the proposal are due on June 6, 2011. This Dataline takes a closer look at the proposal and includes our observations on certain key areas.

  • Dataline
    Dataline: Accounting and disclosure implications of the earthquake in Japan and related events (No. 2011-17)

    3/28/11 | Assurance services

    On March 11, 2011, an earthquake struck off the northeast coast of Japan, triggering a tsunami. The power supply in certain parts of Japan has been cut-off with rolling blackouts scheduled in other areas. Further compounding the situation, nuclear power plants were damaged causing worries about the possible meltdown of nuclear reactors and the release of harmful radioactive materials. While not all-inclusive of the types of issues that may be created by these events, this Dataline discusses several accounting and disclosure-related matters companies may encounter in dealing with the financial reporting implications of these tragic events.

  • Dataline
    Dataline: Highlights of the 2010 AICPA National Conference on Current SEC and PCAOB Developments (No. 2010-44)

    12/16/10 | Assurance services

    Last week's annual AICPA National Conference on Current SEC and PCAOB Developments focused on restoring public trust and investor confidence in the U.S. capital markets. Presenters called for all members of the financial reporting supply chain, including boards, management and auditors, to play a role in these efforts. This Dataline takes a closer look at the topics discussed at the conference.

  • M&A snapshot
    Noncontrolling interests -- why minority shareholder rights matter (M&A snapshot)

    12/16/10 | Assurance services

    The M&A Standards changed how a parent reports the minority shareholder interests in a partially owned subsidiary in its consolidated financial statements. The minority shareholder interests, or noncontrolling interests (''NCI''), are generally presented within equity as if the parent and the minority shareholders have similar economic interests. Previously, NCI were generally presented between liabilities and equity (''mezzanine equity''). This edition focuses on the classification of redeemable NCI and how different minority shareholder rights may lead to different financial reporting by the parent.

  • Dataline
    Dataline: 2010 year-end accounting and reporting considerations (No. 2010-43)

    12/13/10 | Assurance services

    This year end, companies continue to face many complex financial reporting issues such as asset impairments, debt modifications, revenue recognition and pensions. Recently issued legislation has created additional reporting considerations. Also, the SEC has put additional emphasis on compliance with certain existing disclosure requirements such as disclosures of loss contingencies, goodwill impairment, segments, and liquidity. Recently issued guidance by the FASB has become effective in 2010, including new guidance on consolidations, updates to fair value disclosures, and disclosures about the credit quality of finance receivables. While not intended to serve as an all-inclusive checklist, this Dataline should be helpful as a timely...

  • Business combinations and noncontrolling interests - Financial statement disclosure summary

    11/1/10 | Assurance services

    This new PwC publication provides data, analysis and insights on how certain of the financial statement disclosures required by U.S. GAAP related to business combinations and noncontrolling interests were applied in practice during the initial year of adoption of the FASB's M&A standards. Also included are disclosures from public filings related to business combinations and noncontrolling interests. The publication complements the 2010 edition of PwC's A Global Guide to Accounting for Business Combinations and Noncontrolling Interests; however, the disclosure summary only covers U.S. GAAP financial statements.

  • M&A snapshot
    Carve-out Financial Statements--A challenging process (M&A snapshot)

    9/30/10 | Assurance services

    In many M&A transactions, companies looking to dispose of non-core businesses or to generate cash may sell only a portion of their operations (e.g., a subsidiary or a business unit). As part of these transactions, a seller may need, or want, to prepare separate financial statements of the operations being sold, commonly referred to as carve-out financial statements. The preparation of these financial statements can be challenging as there is limited guidance covering their composition. This volume of Mergers & Acquisitions - A snapshot, focuses on some of the issues companies may face when preparing carve-out financial statements, how those statements may differ from their own financial statements, and how the M&A Standards may impact...

  • Dataline
    Dataline: Disclosure of Certain Loss Contingencies -- A FASB Project Update (No. 2010-22)

    5/10/10 | Assurance services

    The FASB originally issued an exposure draft of its proposal to require new disclosures about certain loss contingencies in June 2008, and received a high volume of feedback from the marketplace. Based on this feedback, the FASB began redeliberations on the proposal in August 2009 and continued redeliberations at its April 14, 2010 meeting. The approach the FASB is now considering would result in a major shift from the original proposal, and may alleviate concerns of many constituents that certain proposed disclosures in the original proposal would impact their legal strategies and be prejudicial to their cause. The FASB plans to expose a draft of the standard in May 2010 for a 30-day public comment period, and appears committed to...

  • Practical tip
    Practical tip: Financial Statements May Need to be Revised and Reissued When Measurement Period Adjustments are Identified (No. 2010-04)

    3/25/10 | Assurance services

    This PwC Practical Tip highlights that a company may need to revise and reissue previously-filed financial statements in connection with a new or amended registration statement, proxy/information statement, or private offering memorandum to reflect a purchase accounting adjustment identified during the measurement period.

  • M&A snapshot
    The Consolidation Standard--determining who consolidates is just the beginning (M&A snapshot)

    3/11/10 | Assurance services

    FASB Accounting Standard Codification Topic 810 incorporates FAS 167, Amendments to FASB Interpretation No. 46(R)), which is the U.S. standard on consolidation (the Consolidation Standard). The Consolidation Standard is effective as of January 1, 2010 for calendar year end companies and the impact will soon be reported in the first quarter reporting cycle. As a result of applying the new guidance, certain entities may need to be consolidated while other entities may need to be deconsolidated. Determining who consolidates is just the beginning.

  • M&A snapshot
    Accounting for contingent consideration - Don't let earnouts lead to earnings surprises (M&A snapshot)

    2/25/10 | Assurance services

    In many M&A transactions, when the buyer and seller cannot agree on the total purchase price in an acquisition, the two parties agree to an additional payment, or contingent consideration, based on the outcome of future events. These payments are commonly referred to as earnouts and are typically based on revenue or earnings targets that the acquired company must meet after the acquisition date. The accounting for these arrangements under the M&A Standards represents a significant change from past practice.

  • Tax accounting insights
    Goodwill impairment testing: Tax considerations

    12/21/09 | Tax accounting services

    Goodwill impairment testing continues to be a challenging and complex area of practice. As companies perform goodwill assessments, tax considerations can play a critical role in the final conclusions. To assist you with your goodwill impairment testing, PwC has refreshed our Goodwill Impairment Testing: Tax Considerations publication (originally released in December 2009).

  • M&A snapshot
    Acquired assets not intended to be used: You may need to record them, even if you don't use them! (M&A snapshot)

    11/30/09 | Assurance services

    In many M&A transactions, a buyer may acquire assets it does not intend to use. Prior to the M&A Standards, buyers generally would assign little or no value to assets that are not intended to be used when accounting for an M&A transaction. Now, such assets are required to be recognized at fair value from a market participant perspective, even if that perspective differs from that of the actual buyer. One common type of asset that a buyer does not intend to actively use that is receiving considerable attention is called a "defensive asset."

  • M&A snapshot
    Accounting for partial acquisitions and disposals - it's not so simple! (M&A snapshot)

    7/1/09 | Assurance services

    Accounting for partial acquisitions and disposals - it's not so simple! In an economic environment where many companies are buying and selling portions of businesses, the M&A Standards will have an impact on how companies account for these types of transactions. At first glance, the fundamental concept of "control" that drives the accounting seems easy to understand. If a company gains control, the acquisition is a business combination. If a company loses control, it deconsolidates the subsidiary. If a company maintains control, the transaction is recorded in equity. Simple, right? Not so fast!

  • M&A snapshot
    Doing a deal? Be careful about employee compensation decisions (M&A snapshot)

    4/1/09 | Assurance services

    Doing a deal? How will you compensate employees of the target? The new M&A Standards may impact your decision. Determining whether employee arrangements represent compensation for service prior to and/or after the acquisition will have a direct impact on the amount included as purchase price versus the amount expensed in the future. This installment of Mergers & Acquisitions - A snapshot explores some of the more common issues related to employee compensation arrangements typically seen in business combinations... contingent consideration, golden parachutes and stay bonuses, and exchanges of stock compensation awards. Employee compensation decisions agreed upon during deal negotiations could impact the acquirer's future financial results.

  • M&A snapshot
    Even your tax rate will change (M&A snapshot)

    3/1/09 | Assurance services

    Are you ready for volatility in your effective tax rate? The new M&A standards will likely impact a company's effective tax rate. This impact will be felt by acquisitive companies in all industries, public and private, and as early as the first quarter of 2009 because parts of the new M&A standards apply to prior acquisitions. This installment of Mergers & Acquisitions—A snapshot focuses on how the accounting for merger and acquisition transactions will create volatility in an acquirer's effective tax rate in periods before and after an acquisition.

  • M&A snapshot
    Deal or no deal: Why you should care about the new M&A standards (M&A snapshot)

    2/1/09 | Assurance services

    Did you know that the new M&A standards could impact your company regardless of whether you plan to close a deal? Given the current economic environment, understanding the new M&A standards may not be a priority for many companies, particularly if M&A activity is not on the horizon in the foreseeable future. However, companies should be careful not to overlook the new M&A standards, as they may have a significant impact, even without a deal. This installment of Mergers & Acquisitions - A snapshot will help you avoid last-minute surprises by understanding how the new accounting and reporting standards for M&A may affect your financial reporting even though you haven’t closed a deal.

  • M&A snapshot
    Goodwill impairment testing: What's old is new again (M&A snapshot)

    12/1/08 | Assurance services

    Since the adoption of FAS 142, the goodwill impairment standard, the equity markets have generally trended upward. Accordingly, impairments may not have been as frequent as we expect to see them today. This edition of Mergers & Acquisitions - A snapshot, focuses on some of the issues companies may face in preparing goodwill impairment tests in the current environment. It also serves as a refresher on certain aspects of the framework for conducting those tests.

  • M&A snapshot
    How timing your transactions in light of the new standards will impact your business and communication with stakeholders (M&A snapshot)

    10/1/08 | Assurance services

    Recognizing that the new standards affecting mergers and acquisitions — FAS 141(R) and FAS 160 — will dramatically change the way companies negotiate and account for M&A, PwC has launched the first in a series of publications that will help companies keep abreast of emerging issues resulting from the new standards, as well as provide them with ideas on modifying current strategies and employing new ones for future deals. This first installment of Mergers & Acquisitions - A snapshot focuses on how the accounting treatment for M&A transactions will depend considerably on whether the deal closes before or after the effective date of the new standards.