Investing Decisions - 1 INVESTING DECISIONS TEMPORARY INVESTMENTS Use of idle cash Low risk investments Quickly and easily converted to cash Highly liquid securities LONG-TERM INVESTMENTS Long-term income source (interest, dividends, price appreciation) Develop beneficial intercompany relationships to improve profitability of investing company. Gain ownership interest. ACCOUNTING ISSUES Classification issues – Management’s intended holding period for the security Valuation and investment income measurement – Cost vs. fair value – Treatment of holding gains & losses Disclosure issues Investing Decisions - 5 ACCOUNTING METHODS FOR VARIOUS INVESTMENTS Classification Investment in Debt Securities Investment in Equity Securities Control-greater than 50% ownership of voting stock Not applicable Consolidation Significant influence - 20% to 50% ownership of voting stock Not applicable Equity method Debt securities classified as held to maturity, and equity securities for which fair value is not readily determinable Amortized cost method Cost method Debt and equity securities classified as trading securities Fair value method, with unrealized holding gain or loss included in net income Debt and equity securities classified as available for sale Fair value method, with unrealized holding gain or loss included as a component of comprehensive income Investing Decisions - 6 OPERATIONAL ASSETS Common characteristics – Actively used in primary operations – Long-term = benefits future periods – Generally not held for resale Categories – Tangible assets = have physical substance – Intangible assets – lack physical substance Investing Decisions - 7 OPERATIONAL ASSETS Classes Property, plant & equipment – Buildings – Machinery, furniture & fixtures – Land & land improvements Natural resource rights Intangibles – Patents, copyrights, trademarks, trade names – Franchise rights – Goodwill Investing Decisions - 8 OPERATIONAL ASSETS Acquisition Cost Cost of gaining right to use asset, bring it to the location and condition necessary for its intended use Cost = FMV of consideration given or FMV of asset received, whichever can be more reliably determined Investing Decisions - 9 LONG-TERM LEASES Capital vs. Operating Leases Criteria - must be accounted for as a capital lease if ANY ONE of the following exist: – Transfer of ownership – Bargain purchase option – Term is greater than or equal to 75% of economic life of asset – PV of minimum lease payments is greater than or equal to 90% of FMV of asset Investing Decisions - 10 DEPRECIATION CONCEPTS Depreciation - expiration or consumption of the economic service potential of plant assets AN ECONOMIC FACT Depreciation accounting - the systematic and rational allocation of the cost of the tangible plant assets, less salvage, to expense over the estimated useful life of the asset AN ACCOUNTING PROCEDURE Depreciation accounting is a “cost allocation” process and is not directly related to the “market value” of the asset Investing Decisions - 11 CAUSES OF DEPRECIATION Physical deterioration – Wear and tear from use – Exposure to elements – Passage of time Obsolescence – Technological – Market Investing Decisions - 12 DEPRECIATION CONCEPTS Related Areas Depletion accounting - periodic allocation of the cost of natural resources Amortization accounting - periodic allocation of intangible assets Investing Decisions - 13 DETERMINING DEPRECIATION Determinants of computed “Depreciation Expense” Asset cost Estimated residual value Estimated useful (economic) life Specific method of depreciation Investing Decisions - 14 DEPRECIATION METHODS Straight-Line Activity methods – Units of service – Units of production Accelerated methods – Sum-of-the-years’-digits – Declining balance Tax depreciation methods PLANT ASSET IMPAIRMENT n Impairment is the loss of a significant portion of the utility of an asset through casualty, obsolescence or lack of demand for the company’s asset. n When plant assets suffer a permanent impairment in value, a loss should be recorded. IMPAIRMENT OF LONG-LIVED ASSETS Reporting Requirements Reviewed when circumstances indicate the carrying value may not be recoverable Recognition of impairment loss – Required if sum of expected future net cash flows is less than carrying value of the asset Measurement of impairment loss The amount by which the carrying value of the asset exceeds the fair value of the asset IMPAIRMENT OF LONG-LIVED ASSETS Reporting Requirements - Continued Presentation of impairment losses Shown as a component of income from continuing operations before taxes Restoration of impairment losses Reduced carrying value is basis for future accounting and restoration is prohibited IMPAIRMENT OF LONG-LIVED ASSETS Disclosure Requirements Description of impaired assets Circumstances leading to impairment Amount of impairment loss How fair value was determined Investing Decisions - 19 BUSINESS COMBINATIONS Motivations Growth – New markets – Increase in market share – New products Reduction in costs Diversification Tax implications Management incentives Ego BUSINESS COMBINATIONS Economic Substance Horizontal combinations Vertical combinations (integration) Conglomerates Investing Decisions - 21 BUSINESS COMBINATIONS Legal Forms Merger Statutory Consolidation Acquisition Investing Decisions - 22 BUSINESS COMBINATIONS Method of Accounting Pooling Purchase Acquisition The FASB has eliminated pooling and purchase as methods of accounting for business combinations, but this requirement is NOT retroactive! Investing Decisions - 23 Accounting for Combinations June 30, 2001 Purchase OR Pooling Selection based on specific criteria for Pooling Calendar 2009 Purchase only (Not retroactive) All new combinations must use Purchase (no adjustment of older results) Acquisition only (Not retroactive) All new combinations must use Acquisition (no adjustment of older results) Investing Decisions - 24 Pooling Purchase Acquisition Horizontal Vertical Conglomerate Merger Statutory Consolidation Stock Acquisition PURCHASE ACCOUNTING Accounting Considerations Combination = one entity BUYING another Normal GAAP for acquisition of an asset Valuation of acquired net assets: - Fair value of consideration given AND - Fair value of net assets acquired Recognition of COST/FAIR VALUE differential Recognition of Earnings and Retained earnings of acquired entity: from DATE OF ACQUISITION Direct expenses of combination = Cost of Investment Investing Decisions - 26 PURCHASE ACCOUNTING Key Computations Cost of investment: (FMV of consideration given – cash, debt, stock – or some combination of all three) versus Book value of net assets (assets – liab.) acquired = Total differential to be accounted for in the combination Investing Decisions - 27 ALLOCATION OF DIFFERENTIAL Purchase Accounting Determine “differential” on acquisition of net assets acquired (see previous slide) Allocate “cost” to identifiable NET assets acquired - Based on FMV of individual assets and liabilities - Includes identified intangibles - May involve writeups or writedowns Account for differential – If positive (cost > FMV of identifiable net assets) = “Goodwill” – If negative (cost < FMV of identifiable net assets) = differential is allocated to a reduction of selected assets (other than highly liquid assets) with any remainder treated as an extraordinary gain Investing Decisions - 28 CRITERIA FOR POOLING APB No. 16 Attributes of combining companies - Autonomous - Independent of one another Manner of achieving combination - Single transaction - Common stock for Common stock - Exchange for “substantially all” common (90%) Absence of planned transactions - Planned spin-off of assets - Contingent agreements Investing Decisions - 29 POOLING OF INTERESTS Accounting Considerations Combination of ownership interests - NOT AN ACQUISITION NO TRANSACTION by the corporate entities - No new basis of accountability - Total combined net assets unchanged NO CHANGE in total combined stockholders’ equity – Reallocation of individual accounts may be required Retained earnings accounts combined Earnings - combined for entire year of pooling Direct combination expenses = period expenses Investing Decisions - 30 POOLING OF INTEREST Key Computations Total par value of new shares issued Versus Total par value of old shares exchanged = Possible rearrangement of stockholders’ equity on combined balance sheet Investing Decisions - 31 POOLING OF INTERESTS Assets + Assets = Assets Par RE Liab. + Liab. = Liabilities Par OCC Par OCC RE Par + OCC RE = Stockholders’ Equity RE Par OCC RE