Getting Merger and Acquisition Accounting Right Presented by: John Donohue, Partner and Fred Frank, Partner Professional Practice Group, Moss Adams

Transcription

1 Getting Merger and Acquisition Accounting Right Presented by: John Donohue, Partner and Fred Frank, Partner Professional Practice Group, Moss Adams LLP

2 Agenda 1. Review of basic accounting for business combinations 2. In depth review of certain challenging areas 3. Disclosures

3 What is a Business Combination? Business combination vs. asset acquisition Definition of a business ASC Section Examples Whole bank Branches Division or business unit (loan portfolio with operations) Identification of the acquirer Controlling financial interest ASC Subtopic Additional factors ASC Section Accounting vs. legal acquirer Acquisition and measurement date The date control is obtained

4 Apply the Acquisition Method Determine Purchase Considerati on Recognize Net Assets at Fair Value Identify Separate Transactions Goodwill/Bargain Purchase Gain

5 Applying the Acquisition Method Purchase consideration Fair value of consideration transferred Cash Equity issuance Contingent consideration Other assets or instruments transferred Noncontrolling interest Recognize and initially measure at fair value

6 Purchase Consideration Equity Awards If the acquirer is obligated to replace the acquiree awards, either all or a portion of the fair value based measure of the acquirer s replacement awards shall be included in measuring the consideration transferred in the business combination. Includes obligations arising from the terms of the acquisition agreement, terms of the acquiree s awards, or applicable laws or regulations. ASC What does this look like?

7 Purchase Consideration Example(simplified): Replacement options to be issued: Vested prior to the acquisition date(a) 8,000 Unvested awards requiring add'l service 2,000 10,000 Option Value (ASC 718) Acquiree award $ 1.50 Replacement award $ 2.00 Purchase consideration attributed to replacement stock awards ($1.50 x 8,000) $ 12,000 Post combination compensation expense ($20,000 $12,000) $ 8,000 (a) Assumes no post combination service required Purchase consideration may announced deal price!

8 Applying the Acquisition Method Identify assets acquired and liabilities assumed Assets acquired and liabilities assumed are generally measured at fair value Certain exceptions (ASC Section ) a. Income taxes b. Employee benefits c. Indemnification assets d. Reacquired rights e. Share based payment awards f. Assets held for sale g. Certain assets and liabilities arising from contingencies

9 Goodwill/Bargain Purchase Gain Purchase consideration & NCI Less: Fair value of net assets acquired Equals: Goodwill/(bargain purchase gain) Bargain purchase gains are rare should be a reason GAAP requires a reconsideration of acquisition method fair values

10 Other Elements of a Transaction What is part of the business combination and what is a separate transaction? Principle to apply: Does the transaction benefit the acquirer or post combination entity? (ASC Section ) More on this later Transaction costs Expense as incurred Debt and equity issuance costs may be capitalized if permitted under other areas of GAAP

11 Don t Forget Measurement period Ends upon receipt of the necessary information about facts and circumstances that existed as of the acquisition date Maximum of one year Disclosure of provisional accounting Taxes Adjustments to provisional amounts are retrospective and require restatement of prior period information

12 Don t Forget Contingent consideration Initially measured at fair value Determine equity or liability classification Liability awards are marked to market each period

13 Areas of Challenge Compensation arrangements Recognition and measurement of assets acquired and liabilities assumed Identifying transactions separate from the business combination Loan accounting

14 Compensation Arrangements Contingent consideration payments that are automatically forfeited if employment terminates are considered compensation expense (ASC ) Share based payments (ASC ) Generally treated as replacement awards (similar to modification accounting) Consider fair value of old and new award, vesting conditions, service provided Detailed rules on what is purchase consideration, an assumed liability and a post combination expense

15 Compensation Arrangements Retention or severance payments What s the context of the arrangement? Which entity initiated and is benefiting from the transaction? Examples Executive severance payment as part of a pre existing employment agreement Staff/employee severance payment to continue through the acquisition date

16 Recognition and Measurement Intangible assets An intangible asset is identifiable (and therefore recognized) if it meets either the seperability criterion or the contractual legal criterion Contractual Legal Criterion: The intangible asset arises from contractual or other legal rights (regardless of whether those rights are transferable or separable from the acquired business or from other rights and obligations. Separability Criterion: The intangible asset is capable of being separated or divided from the acquired business and sold, transferred, licensed, rented, or exchanged. An intangible asset that the acquirer would be able to sell, license, or otherwise exchange for something of value meets the separability criterion, even if the acquirer does not intend to sell, license, or otherwise exchange it.

17 Recognition and Measurement Example intangible assets to recognize Common intangible assets: Core deposit Trade name Leases (or other contracts) with favorable or unfavorable terms compared to current market transactions Bank charter/license Less common intangible assets: Lease contracts at market terms Other contractual relationships that have value For example, trust services or asset management contracts

18 Recognition and Measurement Unused and defensive intangible assets A defensive intangible asset could include any of the following: An asset that the entity will never actively use An asset that will be used by the entity during a transition period when the intention of the entity is to discontinue the use of that asset EITF Issue 08 7, to resolve practice issues associated with FAS 141(R) and FAS 157 Historically, when an entity acquired a business or group of assets, it typically allocated little or no value to the intangible assets that it did not intend to actively use, regardless of whether another acquirer might have continued to actively use them. However, after the effective date of Statement 141(R), an intangible asset must be recognized at fair value in accordance with Statement 157, regardless of how the entity intends to use that asset. ASC Codification Subtopic

19 Recognition and Measurement Contingencies o ASC Sections and o Recognize if: Acquisition date fair value can be determined during the measurement period Probable that an asset or liability existed at acquisition date, and the amount can be reasonably estimated o Initial measurement at fair value o Consider information available in the purchase agreement; complete listing of potential contingencies is generally disclosed

20 Recognition and Measurement Indemnification asset May arise from indemnification of assets (e.g. loan or OREO value) or liabilities (e.g. lawsuits or contingencies) Recognize asset at the same time the indemnified item is recognized and on the same basis Consider need for valuation allowance Subsequently measure on the same basis as the indemnified item (ASC Section ) Additional guidance for FDIC indemnification assets

21 Transactions Separate from the Business Combination What is part of the business combination and what is a separate transaction? Principle to apply: Does the transaction benefit the acquirer or post combination entity? (ASC Section ) Examples Integration (or other) costs paid by the acquiree Debt refinancing/retirements Pre existing contracts or other relationships Compensation of employees or former owners for future service

22 Categories of Acquired Loans Purchased loans fall into one of the following categories: Category 1: Impaired loans ASC (formerly SOP 03 3) Category 2: All other loans ASC (formerly FAS 91) Category 3 (optional): Loans purchased with a discount due (at least in part) to credit quality Policy election by acquiring institution to apply ASC by analogy Once elected, loans in this category follow all aspects of ASC

23 ASC vs ASC uses the acquirer s cash flows expected at acquisition as the basis for calculating the loan yield and for determining subsequent impairment. This model results in a level yield over the expected life of the loan. ASC uses contractual cash flows to determine yield and subsequent impairment. Entire discount (or premium) is accreted (amortized) to par, generally over the remaining contractual term of the loan.

24 ASC Scope Evaluate purchased (or acquired) loans on a loan by loan basis Loans that meet the following criteria must be accounted for under ASC : Evidence of deterioration in credit quality subsequent to origination, and Probable that the acquirer will be unable to collect all contractually required payments from the borrower Loans with revolving privileges are specifically scoped out

25 ASC Income Recognition Under ASC , the expected cash flows that exceed the initial investment in the loan represent the accretable yield Recognized as interest income on a level yield basis over the life of the loan Calculated by considering the amount and timing of future cash flows from all sources The difference between the cash flows expected at acquisition and the total contractual cash flows is considered the non accretable difference

26 ASC Loan pools Acquirer may aggregate loans acquired together that have common risk characteristics, which requires that the loans have both: Similar credit risk or risk ratings, and One or more other predominant risk characteristics Acquirer should continue to estimate cash flows expected to be collected over the life of the loan Increased in expected cash flows the yield on the loan pool should be prospectively revised upward based on the new estimate of cash flows exceeding the investment in the loan Decrease in expected cash flows recognize impairment through a provision for loan losses sufficient to reduce the carrying amount and maintain the same yield determined at acquisition

27 Disclosures Disclosure requirements are spread across three Subtopics of the Codification: Requirements include: Pro forma information (public business entities only) Reconciliation of purchase consideration, fair value of net assets acquired, and goodwill/bargain purchase gain recognized Transaction details Reason for the transaction Transaction expenses Other transactions entered into in close proximity SEC comments

28 Other Areas to Think About Loan accounting on Day 2 Tax issues Integration Reporting units and goodwill impairment SEC Reporting Form 8 K report and Article 11 pro forma financial information Rule 3 05 financial statements

29 Questions John Donohue Partner, Professional Practice Group (503) Fred Frank Partner, Professional Practice Group (206)