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The AAO Weblog covers accounting issues and current events as they relate the practice of investment analysis.

 
 
Apr 25

Written by: Jack Ciesielski
4/25/2007 5:55 AM 

It hasn't happened yet, but in today's climate, there's no reason it won't: buyout rumors are swirling around Bausch & Lomb for the past few days. The company's stock hit a 52-week high on Monday, up almost 10% as .

No comments here on the investment merit of the stock. There should be some questions about fairness to public shareholders, though, in the event of a buyout: the company hasn't filed a 10-Q since July 2005. It finally filed its 2005 10-K in early February 2007. If it doesn't file its 2006 10-K by April 30 - or obtain waivers from the terms of its public debt, as outlined in this late filing notice - it'll be in default on its debt and face acceleration.

So - there is a pretty big information gap between the company and its public investors.


It's obvious that the easy way to solve the problem for the company's managers would be to sell the firm. Let someone else worry. But any deal involving management would seem to open up more than the usual conflicts of interests in a management buyout: they'd be the only ones having a real grip on the firm's financial parameters, putting the public shareholders at a serious disadvantage in terms of fixing a fair price. Even a deal with another firm would be tough to pull off fairly: while a buyer might get to have a look inside the firm, they'd be at a distinct advantage to the public shareholders too. Stay tuned. Maybe it's just rumor, but if it turns out to be true, it could be pretty interesting.

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Pension & Other Benefit Plans: A Look Ahead


    Investors in firms with defined benefit pension plans always face the risk of suddenly being pushed farther back in line when it comes to being served their returns. Variability in plan assets and variability in benefit plan obligations are the reason: poor asset returns coupled with sinking interest rates always spell tough times for defined benefit plan funding. In that regard, this year’s asset returns combined with the Fed’s “Operation Twist” add up to “Operation Agony” for defined benefit pension plans. If trends continue along their current path, firms that may have anticipated moving to more realistic pension accounting - like Honeywell, AT&T and Verizon already have done - might forego that decision. It could be just too painful. 

    Pensions aren’t the only kind of benefit plan affected by Operation Twist. Other postemployment benefit (OPEB) plans share much the same accounting model as pensions, including the calculation of a projected benefit obligation that similarly incorporates a discount rate - one that will also be affected by Operation Twist. The net OPEB obligations were slightly less than pension obligations at the end of 2010, but also promise to grow in 2011. Investors perceive them as less threatening than pension obligations because they don’t require funding. Strangely, there are a number of firms that are recognizing income from these benefit plans - without ever creating a dime of cash for investors.

A recent edition of The Analyst’s Accounting Observer dissects these issues, and is available only to paid subscribers. A condensed version is available for free upon request. To receive it, send an e-mail to Brenda Rappold at brappold@accountingobserver.com, with “PENSIONS” in the subject line.

For information about subscribing to The Analyst’s Accounting Observer, click here.