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M&A Accounting
Depending on the characteristics of a merger or acquisition transaction will be accounted for as a:
purchase combination or a pooling-of-interest (pooling) combination.
Any excess or residual purchase price over the fair value of the net identifiable assets is considered goodwill that must be recorded as an asset and amortized over its useful life or a maximum of 40 years.
Pooling-of-Interest Treatment
Twelve Criteria For A Pooling of Interests Merger
Attributes of the Combining Companies
1. Autonomous (two-year rule) 2. Independent (10% rule)
Assets Cash Accounts Receivables Notes Receivable Inventory PPE (net) Goodwill Trademark Patent Total Assets Liabilities and Equity Accounts Payable LT Notes Payable Shareholders' Equity Total Liabilities & Equity
Targets Balance Sheet Prior to Acquisition $6,000 $8,000 $10,000 $35,000 $12,000
Revalued Targets Balance Sheet $6,000 $8,000 $9,000 $50,000 $113,000 $15,000 $25,000
Merged Firm $191,000 $98,000 $55,000 $149,000 $300,000 $113,000 $15,000 $25,000 $946,000 $104,000 $182,000 $660,000 $946,000
Assets Cash Accounts Receivables Notes Receivable Inventory PPE (net) Goodwill Trademark Patent Total Assets Liabilities and Equity Accounts Payable LT Notes Payable Shareholders' Equity Total Liabilities & Equity
Targets Balance Sheet Prior to Acquirer Acquisition $185,000 $90,000 $55,000 $140,000 $250,000 $10,000 $35,000 $12,000 $6,000 $8,000
Revalued Targets Balance Sheet $6,000 $8,000 $9,000 $50,000 $113,000 $15,000 $25,000
Merged Firm $191,000 $98,000 $55,000 $150,000 $285,000 $12,000 $0 $0 $791,000 $104,000 $185,000 $502,000 $791,000
Purchase Revenues COGS Gross Margin Expenses Depreciation Amortization SGAE Other Total Expenses Net Income $75,000 $6,825 $70,000 $10,000 $161,825 -$1,825 $500,000 $340,000 $160,000
Pooling $500,000 $340,000 $160,000 $75,000 $300 $70,000 $10,000 $151,550 $8,450 Straight-Line method of depreciation with zero residual value and a useful life of 4 years. Depreciation: $75,000 = $300,000/4. Total Amortization uses the straightline method with zero residual value. Goodwill amortized over 40 years. Amortization is $300 = $12,000/40.
Total Amortization uses the straight-line method with zero residual value and a 10-year useful life for patents and trademarks, and goodwill amortized over 40 years. Amortization: $6,825 = ($250,000+$15,000)/10 + $113,000/40
Tax Considerations
In general, the targets shareholders pay taxes on the gains or losses immediately when the transaction is concluded, while the acquirer restates the acquired assets at fair market value. The asset write-up increases the amount of depreciation which is valuable for an acquirer in a tax paying status. M&As can be tax-free, whereby the targets shareholders recognize a loss or gain only if they sell the assets they receive in payment from the acquirer.
Valuing Acquisitions
Despite 30 years of evidence demonstrating that most acquisitions do not create value for the acquiring company, both the number and the volume of deals have been increasing from year to year. You need to understand however the several meanings of the word value.
Market value.
The market adds a premium that incorporates the probability that the target firm be acquired. Conrail stock price jumped to $85.13 the day the first bid by CSX was announced.
Purchase price.
A.k.a. :anticipated takeout value. How much the acquiror must pay to get the target.
Synergy value.
The NPV of the future cash flows that result from integration.
Value gap.
The difference between the intrinsic value and the purchase price.
Valuing Synergies
Types of synergies:
Cost savings Revenue enhancements Process improvements Financial engineering Tax benefits
Valuation Assumptions
Capital structure assumption.
The capital structure assumption should not be reflective of the financing used to buy the target per se, but should reflect the degree to which owning the target incrementally affects your debt capacity.
0.35
0.3
0.25
0.2
0.15
0.1
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-22
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13
20
27
34
41
48
55
62
69
76
83
90
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US TARGETS UK TARGETS
97
-8
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