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

 
 
Oct 31

Written by: Jack Ciesielski
10/31/2005 7:58 AM 

This note, from a friend in Boston, on my comment letter on FASB's proposal on cleaning up business combination accounting to make it report transaction fair values more effectively:

"Jack, I agree with your comments on bizcom with the exception of pre-deal costs. You say that these costs do not generate returns. I agree, but management better generate returns on them - I gave them the capital! If you bought a house for $100 and incurred transaction costs of $3 and then sold the house later on for $103, did you make $3 or $0 of profit? The other analogy often offered is that when I do an envirormental study for a steel mill (the cost of entry), that is capitalized - why is the buy vs build decision different?"


I think there are more benefits for investors in the proposed accounting than under current practice. A few reasons:

One, as I said, the payments to the bankers, accountants, lawyers, etc. only allow access to the assets. They do not generate the returns. If management is going to spend my money to employ these guys, I want to know how much and I want to know now so I can criticize while it's closer to the time when they're spending my money - when I have more of a chance to affect their decisions than if I have to wait a couple years for a goodwill writedown while they get paid plenty for managing my company. (And after a goodwill writedown, I still wouldn't know how much of any goodwill writedown really was related to transaction costs.)

Two, as I said, I sincerely believe these payments are of little future value, they are transaction costs. Putting sunshine on transaction costs has a way of making managers manage such costs. Putting it in current earnings makes them worry more about managing resources, I think, especially in context of making the numbers. Giving them a place to bury costs on the balance sheet encourages sloth.

Three, the FASB is serious about a fair value presentation of the balance sheet wherever possible. Excluding the transaction costs puts ONLY the fair value of the assets/liabilities on the balance sheet. Adding the transaction costs dilutes the meaning of the assets immediately.

In an income tax reporting model, I'd sure want to report the transaction costs as part of the basis in figuring a gain - unless I could deduct them earlier, before I sold the house. I can't do that for taxes, but I think it makes sense in GAAP. I admitted in my letter that this is at odds with other treatments - inventory , and securities being two examples - but I think that either of those methods do not accurately reflect fair values. Analogies are often helpful, but I don't think this is analogizing to a good model. Fair value is not something we're going to have to pick and choose - I think we have to be consistent in applying it. I'd hope the FASB looks at other "capped" costs down the road.

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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.