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Intangible Assets in Purchase Price Allocations Brian Holloway

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Intangible Assets in Purchase Price Allocations Brian Holloway Transaction Financial Reporting Insights Intangible Assets in Purchase Price Allocations Brian Holloway There are numerous reasons why a company will conduct a valuation of its intangible assets. One such reason relates to valuing the intangible assets, and all other assets, that were transferred in the acquisition of the company. As is the case with any valuation, the valuation analyst should be familiar with the assignment purpose and with all compliance matters associated with the intangible asset valuation. This discussion provides an overview of (1) the purchase price allocation analysis procedures and (2) the procedures that analysts consider in the valuation of intangible assets as part of the acquisition accounting. NTRODUCTION an acquirer obtains control of a business and its I underlying assets. Mergers and acquisitions can trigger many financial and tax reporting requirements for companies. A Internal Revenue Code Section 1060 and Section common requirement for both reporting purposes 338 provide procedures for completing the PPA in a is accounting for an acquisition by providing a pur- taxable business purchase transaction for federal chase price allocation (PPA) analysis. income tax reporting purposes. For federal income tax reporting, companies are only required to com- A PPA is an allocation of the total purchase plete a transaction PPA for: price—or total purchase consideration—to the indi- vidual assets and the individual liabilities included 1. an asset purchase or in the acquisitive transaction. A PPA may be per- 2. a stock purchase for which a Section 338 formed for financial or tax reporting purposes and election is made (which accounts for a there are differences to understand and consider stock purchase as if it was an asset pur- with each. chase). In the United States, guidance associated with a PPA for financial reporting purposes is contained A business combination is defined by ASC topic in Financial Accounting Standards Board (FASB) 805 as, “a transaction or other event in which an Accounting Standards Codification (ASC) topic 805, acquirer obtains control of one or more businesses. Business Combinations. Transactions sometimes referred to as true mergers Subsequent to all transactions that involve a or mergers of equals also are business combina- change in control, companies are required to com- tions.”1 plete a PPA for financial reporting purposes regard- A business is defined by ASC topic 805 as, “an less of whether the transaction is structured as an integrated set of activities and assets that is capable asset purchase or a stock purchase. of being conducted and managed for the purpose of Outside the United States, International providing a return in the form of dividends, lower Financial Reporting Standards (IFRS) 3R – Business costs, or other economic benefits directly to inves- Combinations, used by most countries, outlines the tors or other owners, members, or participants.”2 accounting for financial reporting purposes when 30 INSIGHTS • SUMMER 2013 www.willamette.com Exhibit 1 Some of the Differences in the Purchase Price Measurement Purchase Price Component Financial Reporting Income Tax Reporting Transaction costs Not included Includes certain costs Deferred taxes Included Not included Accrued liabilities Included Partially included Contingent consideration and liabilities Included and measured at fair value if contractual and Not included in certain cases if not contractual Debt measurement Measured at fair value Measured at face value IffERENCES IN S FOR The analyst should be aware that there is no D PPA single definition of fair market value that is appli- FINANCIAL REPORTING AND TAX cable for all valuation purposes. In fact, similar, but slightly varied, definitions of fair market value are REPORTING provided by various statutory authority, judicial Differences including the computed purchase price, precedent, and administrative rulings. standard of value, and valuation procedures and In any event, all of the definitions of fair market methodology may exist between financial reporting value incorporate the concept of the hypothetical and income tax reporting PPA valuations. and unspecified willing buyer and the hypothetical and unspecified willing seller. Treatment of Financial Statement In addition to fair value and fair market value, Items there are other standards of value that exist (i.e., market value, acquisition value, use value, invest- First, significant differences may arise in the com- ment value, owner value, insurable value, and col- puted purchase price paid in a transaction as a lateral value). However, fair value and fair market result of including or excluding certain transac- value are the primary standards of value used in tion costs, deferred taxes, and accrued liabilities. PPAs for financial reporting and income tax report- Additional differences may arise in the purchase ing purposes, respectively. price paid as a result of the inclusion and measure- ment of contingent consideration and liabilities and It should be noted that, although there may be the measurement of assumed debt. The differences specific differences between the fair value and fair above are summarized in Exhibit 1. market value standards, often the value of an asset valued under these standards will be very similar (however, in some cases the value may be materi- Standard of Value ally different). Second, the appropriate standard of value is dif- ferent for PPA valuations performed for financial Valuation Procedures reporting and tax reporting purposes. For financial Finally, differences in the valuation procedures and reporting purposes, the standard of value is fair methods utilized in a PPA may arise in the valuation value, which is defined by FASB ASC topic 820, Fair analyses performed for financial versus tax reporting Value Measurements and Disclosures, as “the price purposes. Differences include the treatment of bar- that would be received to sell an asset or paid to gain purchase transactions, the assignment of good- transfer a liability in an orderly transaction between will and other asset values, and the consideration of market participants at the measurement date.”3 the tax amortization benefit for intangible assets. However, the appropriate standard of value for The above-listed differences are summarized in U.S. income tax reporting purposes is fair market Exhibit 2. value, which is defined by the Revenue Ruling 59-60, as “the price at which property would exchange between a willing buyer and a willing seller, when REPORTING REQUIREMENTS the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both Exhibit 3 provides a summary of the authoritative literature that is relevant to financial reporting (for having reasonable knowledge of the relevant facts.”4 www.willamette.com INSIGHTS • SUMMER 2013 31 Exhibit 2 Differences in the Acquired Asset Valuation Approaches and Methods Topic Financial Reporting Income Tax Reporting Bargain purchases Gain recognized Sequential allocation under residual method Ownership of assets At the reporting unit level At the legal entity level Goodwill allocation Can allocate to the buyer’s preexisting Only allocated to acquired entities reporting units Goodwill assignment of value Tested at the reporting unit level and Jurisdictional level and no impairment and impairment assigned at a jurisdictional level testing requirements Tax amortization benefit for Always included Included only to the extent amortization is intangible assets tax deductible both U.S. and outside the U.S.) and income tax U.S. GAAP and tax regulations, acquired assets and reporting (for only the U.S.) for assets acquired and assumed liabilities are not limited to those previ- liabilities assumed as part of a business combination. ously recognized by the business acquired. Certain assets and liabilities that were not previously recog- nized by the acquired business must be recognized ASSETS AND LIABILITIES INCLUDED by the acquirer as of the transaction closing. These typically include any intangible assets that were IN PPAS internally developed (not previously acquired) by Business combinations involve all classes of tan- the acquired business. gible assets, intangible assets, and liabilities. Per Exhibit 4 includes, but is not limited to, the types of tangible assets, intangible assets, Exhibit 3 and liabilities involved in business combi- Financial Reporting and Income Tax Accounting Requirements nations and purchase price allocations for financial reporting. Financial Reporting Requirements: Purchase price allocations performed for FASB ASC 805, Business Combinations U.S. income tax reporting purposes are done under the standard of fair market value. FASB ASC 820, Fair Value Measurements and Disclosures Section 1060 and the regulations under Section 338 further identify the classes of FASB ASC 350, Intangibles – Goodwill and Other assets for income tax reporting purposes presented in Exhibit 5. FASB ASC 360, Impairment or Disposal of Long-Lived Assets The previous discussions were presented to provide a general overview of PPAs, includ- FASB ASC 852, Reorganizations ing information on the reporting require- ments associated with financial reporting FASB ASC 740, Accounting for Income Taxes and tax reporting and the types of assets and liabilities that are subject to PPAs. IFRS 3R, Business Combinations As discussed previously, assets acquired, IFRS 13, Fair Value Measurement liabilities assumed, and other items which are associated
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