NEW YORK UNIVERSITY Stern School of Business Accounting for Mergers, Acquisitions and Related Matters Spring 2009 Prof. John Bildersee jbilders@stern.nyu.edu Tel. 212-998-0027 10-79 KMC Class web site: Blackboard Monday & Wednesday 12:30 – 1:45 (KMC 4-80) ; 3:30 – 4:45 (KMC 4-80) Text: Advanced Financial Accounting (Custom Text from 9th edition – Hoyle, Schaefer & Doupnik) Course Content: This course concentrates on mergers and acquisitions and the development of consolidated financial statements. It also covers accounting for international operations and selected financial instruments. The primary focus is on detailed statement development and problem solving. Some analysis will be included. The course can be immediately helpful as past students have frequently volunteered that the course materials have helped them in job interviews. Warning: The typical accounting course which goes from topic to topic and the materials frequently seem distinct and independent of each other. This course is different from the typical accounting course as the topics in this course are detailed and frequently build on materials presented earlier in the semester. Difficulties faced early in the semester should be dealt with promptly. It is preferred, but not required, that you have taken Financial Reporting and Disclosure (undergraduate) and/or Financial Statement Analysis (graduate) before this course due to its detail. Attendance: Attendance and completion of homework are important. You should attend every class to assure a good understanding of the course materials. Homework: Assigned homework should be handed in at the beginning of class. Do not spend too much time on any question. Instead, try to work the exercise in your own way and, if you are stuck, try to understand the answer that is on Blackboard. There is no need to copy the answer as I am looking for a honest effort, not perfection. Homework is due on the first date of the following chapter to assure some discussion prior to doing the exercises and to aid in preparation for any quiz on that chapter. The homework due dates may change if our experience deviates from this schedule. Late homeworks will be accepted for reduced credit if received by the next class period. Classroom performance: Exercises designated for the classroom should be reviewed before class. You are expected to be able to contribute to discussions about the exercises as well as other classroom discussions. Although it may be difficult to contribute to the discussion due to the large size of the class contributions during class can only help your grade. Positive contributions include questions and well-intended responses irrespective of their accuracy. Support materials: Visit Blackboard early and often. It has announcements, class notes, slide shows, spreadsheets, sample exams and miscellaneous articles. Many of the relevant materials will be provided as handouts. Exams: There are two midterms and a final. Exams are open book. There are no make-up exams. If you cannot take an exam at the scheduled time you are expected to take it early. The exams will be given on the stated dates. The topics may change if the course falls behind schedule. Quizzes: There will be several 15 minute quizzes. Quizzes are open book. Quizzes cannot be rescheduled. There are no make-up quizzes. Quizzes are scheduled for the first class following a given chapter and will focus on that chapter. The dates of the quizzes may change if our experience deviates from this schedule. The quizzes cannot hurt your course (percent) average. Instead, they may be used to reduce up to 70% of the impact of your poorest exam. You are expected to follow the undergraduate code of conduct and the graduate honor code throughout the semester. Tentative Grading: Exam 1 Exam 2 Exam 3 Classroom attendance and homeworks Classroom participation An alternate weighting will be used if an exam is missed. 29 points 29 points 29 points 13 points Possible extra credit We follow Stern’s default policies for anything not covered here. Date 1/21 1/26 Topic Reading Introduction Accounting for Minority Investments – Passive Ch 1(except pp. Investments, Equity Method Accounting for Minority Investments – Equity Ch 1 Method 1/28 2/2 2/4 2/9 2/16 2/18 2/23 2/25 3/2 3/4 3/9 3/11 3/23 3/25 3/30 4/1 4/6 4/8 4/13 4/15 4/20 Consolidations on Acquisition – Acquisition Method – Balance Sheet Consolidations – Acquisition Method – Balance Sheet Consolidations - Acquisition Method Intangibles President’s Day – No Class Consolidations – Balance Sheet – Purchase Method & Pooling (Old Methods) Consolidations – After Date of Acquisition (including Cost and Equity Methods) Consolidations – After Date of Acquisition – Income Statement Consolidations – After Date of Acquisition – Income Statement Consolidations – After Date of Acquisition – Impairment Consolidations – After Date of Acquisition – Partial Acquisitions/ Review Examination 1 (through chp 3) Consolidations – After Date of Acquisition – Partial Acquisitions Consolidations – After Date of Acquisition – Partial Acquisitions; – Intercompany Transactions – Land (pp216 – 218) Consolidations – Intercompany Transactions – PPE (pp218 – 223)/Review Consolidations – Intercompany Transactions – Sales (197 – 216) Examination 2 (Chps 4 - 5 (excluding sales)) Foreign Currency – Introduction Foreign Currency Conversions– (Current Method)/ Review Foreign Currency Conversions – (Temporal Method) Foreign Currency – Consolidations Ch 2 (except pp 61-68) Ch 2 (except pp. 61-68) Ch 2 (except pp. 61-68) Ch 2 (pp. 61 – 68) Classroom Discussion 1-4, 1-5 1-11, 1-14 Comprehensive Problem (CP) 2-7, 2-8 2-13, 2-14 2-21, 2-28, CP 3-4, 3-7 Ch 3 3-11, 3-12, 3-13 Ch 3 3-22 Ch 3 3-16, CP Ch 4 Chp 4,5 (Land Transfers only) Ch 5 Ch 5 1-12, 1-17, Quiz (Chp 1) 2-9, 2-10 Ch 3 Ch 4 Assigned Homework Due 2-12, 2-18, Quiz (Chp 2) 4-1, 4-5, 4-12 thru 3-17, 3-18, 3-19, 321 4-14 4-15 thru 4-19 4-26 CP 5-2, 5-8, 5-10 thru 4-22, 4-27, Quiz (Chp 4) 15 5-20 CP (Chps 2-3 are included as bases for chps 4 – 5) Ch 10 Ch 10 Ch 10 Ch 10 5-24, 5-25* 10-4, 10-5 10-6, 10-7, 10-8, 109 10-8, 10-9 10-35 CP Foreign Currency – Transactions 4/22 4/27 4/29 5/4 Ch 9 9-1, 9-4 5-22, 10-15, 10-28, Quiz (Chp 10) Foreign Currency – Forwards, Hedges Ch 9 9-9, 9-15 thru 9-17 Foreign Currency – Commitments, Ch 9 9-31b, 9-32b CP 9-11, 9-12, 9-13 ,929 Forecasted Transactions Review Final Exam (Chp 5, (Sales only), Chps 9-10) (chps 2-4 included as bases for chp 9 consolidation) Homework related notes: Several problems and questions include parts about three different accounting methods associated with investments (prior to consolidation) – the full or complete equity method, the incomplete or partial equity method and the cost method. You may ignore any questions referring to the incomplete or partial equity method as it is merely a mix of the full or complete equity method and the cost method and offers no new perspectives. *Ignore any portion of any problem involving intercompany sales Additional comments: Investment Accounting Ownership <20% Available for Sale* X Trading* X Equity Method Equity Method Cost Method 20-50% >50% X X- prior to consolidation X- prior to consolidation *Similar to accounting for foreign exchange There are three consolidation methods. Pooling has been disallowed for new acquisitions since 2001 (and will be discussed for only a few minuntes). The purchase method has been disallowed for new acquisitions since December 2008. The acquisition method is the only acceptable method for new acquisitions today. However, consolidated statements today will include elements of all three methods with the no longer allowed methods slowly disappearing from the financial statements as the associated assets and liabilities age. We will focus on the acquisition method. The purchase method may linger on CPA exams for the coming 6 to 9 months. Many of the details of the purchase and acquisition methods overlap. Summary of Consolidation Methods Values Type of financial consideration Amount of financial consideration Valuation adjustments on 100% acquisition Valuation adjustments on partial (less than 100%) acquisition Assets discovered Goodwill Consolidation of the subsidiary Acquisition Method Fair Value Purchase Method Mix Pooling Book Value Any Any Fair value Adjusted fair value Stock primarily Stock book value used 100% adjustment 100% adjustment None 100% adjustment New intangibles Possible Include only events after the acquisition Acquired portion only New intangibles Possible Include only events after the acquisition None None None Treated as having been together forever