Guidance from AICPA’s 2024 Accounting and Valuation Guide—Business Combinations There are various methods used to value intangible assets. The relief from royalty method is based on the premise that there are royalty savings if the acquiror acquires the asset instead of licensing it. The value of the asset is calculated as the present value of after-tax royalty savings over the economic life of the asset. This article delves into the available methods used to value brands. When a company acquires another company, the acquiror may need to perform a purchase price allocation. In essence, the purchase price allocation (PPA) analysis…
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Part II of II This is the second of a two-part article (Read Part I here) that focuses on the situation where the target company is a private corporation, and the sellers are employee/shareholders. This discussion summarizes the taxation and valuation considerations related to a transaction where employee/shareholders are selling the private C corporation stock to a C corporation acquirer. Some of the taxation and valuation considerations also apply to the corporate acquirer’s purchase of the corporate subsidiary stock of a parent corporation seller. However, the principal focus of this discussion will be on valuation and taxation guidance related to…
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Buyer and Seller Beware When a privately-held acquirer uses its stock to partly purchase a company, it is imperative that both the acquirer and the target in a transaction have support for, and a level of comfort with, the value assigned to the acquirer’s shares if they are being issued as part of the deal. It is especially important for the seller to conduct its own due diligence to better assess its risk exposure and understand the fair value of intangible assets. This article discusses procedures that sellers and buyers should consider before finalizing the terms. We are all familiar…
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Bargain Purchase Transactions This article summarizes the fair value measurement guidance and financial accounting considerations in business combinations—and specifically, in bargain purchase transactions. This discussion also describes the principles of acquisition accounting as they relate to fair value measurement. And, this discussion describes many of the valuation analyst considerations regarding the fair value measurement for a bargain purchase transaction.
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Negotiating, Structuring, and Reaping the Reward The authors share their views on what business owners should consider doing in anticipation of selling their business. The authors also share structuring considerations to close the transaction and reap the reward.
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In August 2016, Pfizer announced it would acquire Medivation for $14 billion. The transaction made headlines for how the size of the deal escalated over a period of approximately six months prior to the announcement. In Part I of this series, Sujan Rajbhandary, senior member of Mercer Capital’s Financial Reporting Valuation Group, presented a broad outline of the PFE-MDVN transaction. Part II will delve more into the transaction to present some high-level observations around allocation of the purchase price. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Allocating Purchase Price for a Pharma Transaction—Pfizer Acquires Medivation…
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In August 2016, Pfizer announced it would acquire Medivation for $14 billion. The transaction made headlines for how the size of the deal escalated over a period of approximately six months prior to the announcement. Sujan Rajbhandary, senior member of Mercer Capital’s Financial Reporting Valuation Group, presents in this blog post (and Part II) a broad outline of the transaction and explore what a potential purchase price allocation would look like. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Allocating Purchase Price for a Pharma Transaction—Pfizer Acquires Medivation (Part I). This article is republished from Mercer…
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The Case of Trademarks and Brands Since the adoption of fair value accounting governed by SFAS 141 (in 2001) and IFRS 3 (in 2004), hundreds of thousands of different intangible assets have been valued, audited, and reported in financial statements of public companies all over the world. After fifteen years of fair value accounting, the debate about the accuracy of such values and their relevance for readers is no less controversial than at its beginning. This is a pity because, in its essence, fair value data is an excellent resource for corporate finance professionals to understand more about the value…
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In this post, Samantha L. Albert, senior financial analyst with Mercer Capital, talks about the FASB’s Simplification Initiative which is designed to make small changes to GAAP that will reduce costs and complexity, while maintaining or improving the usefulness of financial statements. One potential change announced on May 21, 2015 is to ASC Topic 805. The FASB has proposed modifying standards related to how companies are required to account for business combinations. Companies would only be required to recognize adjustments in the current reporting period and would not need to restate prior periods. Find out more in the Mercer Capital’s…
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A Primer on the Approaches and Issues Involved in Valuing Trademarks Valuation analysts are often called on to perform valuation, damages, and transfer price analyses of trademark-related intangible property for various purposes. This discussion describes the valuation of trademarks within the context of both financial accounting and income tax accounting (in particular, tax-related intercompany transfer pricing) and summarizes the generally accepted trademark analysis approaches and methods. And, this discussion presents three examples, using different analytical methods, to illustrate the analysis of trademarks.
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Valuation of the Customer Base The value of the customer base is a function of attribution. Measuring percentage attribution requires access to internal data, and this data is often missing. Where it is available, the valuation professional can use the Constant Revenue or Revenue Decline Model. This article explains how these models are developed.
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Analyze early and avoid earnings surprises The purchase price allocation (PPA) process is often treated as an afterthought in mergers and acquisitions (M&A). Thinking about PPA can help guide a deal to a more predictable conclusion. In the most rewarding deals, a prompt PPA process helps acquirers analyze, from a financial reporting point of view, the primary drivers or intangible values associated with the transactions.
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Acquiring Companies Need to Conduct a Brand Valuation Post-Acquisition to Comply with IFRS. Here’s Why it Makes Sense to Do it Before the Acquisition. As all companies complying with IFRS must carry out a brand valuation post acquisition for compliance, there’s a strong argument for carrying out the necessary due diligence and valuation beforehand, explains the marketing director of Intangible Business, in a piece first published in Finance Week. Valuing brands pre-acquisition helps management determine how much to pay, it can help finance the deal, prepare the team for integration and identify opportunities for the brand. Seeing as…