FAS 141(R) and FAS 160
Overview:Starting December 15, 2008, FASB Statements No. 141 (Business Combinations), and No. 160 (Non-controlling Interests in Consolidated Financial Statement) will take into effect. These statements are designed to implement new methods that will affect financial reporting and accounting concepts of business combinations. As a result, transactions using financial statements under 141 (R) will be more significant, parallel, and complete. On the other hand, Statement 160 will regard as equity transactions those entered between an entity and non-controlling interests. Companies should have a comprehensive understanding of these statements as they launch new concepts that might affect significant transactions.
The Knowledge Congress is producing a two-hour teleconference that will discuss the complexities and significant concepts embodied in these statements. The event will feature speakers who are regarded as experts in the field of accounting and finance, including experts from the government.
<strong id="ep-name-of-speaker">Mr. John Formica, National Professional Services Group Partner,</strong>
> How We Got Here
> Status of Business Combination Project
> Key Points of New Accounting
> Deal Process Considerations
- Key Provisions and Implications
<strong id="ep-name-of-speaker">Mr. Stamos Nicholas, Principal and National Business Valuation Leader,</strong>
<em id="ep-speaker-firm">Deloitte Financial Advisory Services LLP</em>
- Measurement date for securities issued
- Contingent consideration (e.g. earn-out)
- Acquisition costs
- Acquisition of < 100%
- Pre-acquisition contingences
- Selling and exiting costs
- In-process R&D
- Negative goodwill
<strong id="ep-name-of-speaker">Mr. Dan Gary, Partner,</strong>
- “Earnouts & contingent consideration” Discussion would focus on the new requirement to record
all future purchase price at the acquisition date with subsequent changes therein charged
- “Contingencies” Discussion would focus on the new requirement to fair value and record
contingent liabilities that have a less likely chance of materializing (lower than the prior threshold
- “Accounts receivable” Discussion would focus on the new requirement to fair value each balance
and disallowance of using a general reserve account for collection risk.
- “Measurement period adjustments” Discussion would focus on the level of effort required to recast
prior filings each time purchase accounting is revised during the permitted period of up to one year.
Who Should Attend:
- Directors of Corporate Development
- M&A Specialists and others involved in the development of their company's M&A strategy
- Senior Financial Professionals
- Business Valuation Specialists
John R. Formica, Jr., is an Assurance Partner for PricewaterhouseCoopers LLP, specializing in the Consumer and Industrial Products & Services industry group. He has spent over 25 years serving public and large private manufacturing companies, including many with international operations. Additionally, he has served as a regional technical consultant. He serves as project leader of the PricewaterhouseCoopers Business Combinations team that is following FASB and IASB’s Business Combinations and Consolidations projects. As part of that process, he keeps current on the board’s redeliberations and the overall status of these projects, and is leading the development of a technical guide on the subject.
John R. Formica, Jr., is an Assurance Partner for PricewaterhouseCoopers LLP, specializing in the Consumer and Industrial Products & Services …
Mr. Nicholas is a principal in the Valuation Services practice of Deloitte Financial Advisory Services LLP. He is the national leader of the Business Valuation service line practice. He has more than 25 years of experience in providing valuation and financial valuation consulting services worldwide for the purposes of accounting, tax planning, financing, bankruptcy, litigation, mergers and acquisitions, and investment. Mr. Nicholas has particular experience in the valuation of intellectual property (i.e., patents, proprietary technology, trademarks, trade names, customer intangibles, copyrights, agreements, etc.).
Mr. Nicholas has extensive experience serving national and multinational companies such as financial services, manufacturing, media/entertainment, natural resources, consumer businesses, technology and life sciences, etc. Additionally, Mr. Nicholas has supervised large, complex multidiscipline (real estate, machinery and equipment, and financial) valuation engagements and has performed several transfer pricing studies for multinational corporations. He has testified as a valuation expert on business enterprises and intellectual property in various courts of law (including bankruptcy court) and has extensive experience in dealing with the IRS, SEC and other regulatory and tax authorities worldwide on valuation issues. Additionally, Mr. Nicholas has been a formal speaker and presenter to many industry organizations and professional groups such as the American Society of Appraisers, Tax Executive Institute, Emerging Issues Task Force (“EITF”) Advisor on Customer Relationships, Financial Executive Institute for Biosciences, Pharma Association, National Restaurant Association, New York State Society of CPAs, New Jersey State Society of CPAs, Deloitte Regional Bank Forum, Financial Executives International (“FEI”) Committee Member on Business Combinations, and a Private Equity Valuation and Performance Reporting conference at Dartmouth Tuck School of Business.
Mr. Nicholas is a principal in the Valuation Services practice of Deloitte Financial Advisory Services LLP. He is the national …
- Dan has nearly 15 years of experience with accounting for valuation events such as acquisitions, joint ventures
and bankruptcy emergence
- Dan is assisting Delphi Automotive with impairment testing and fresh start reporting for emergence from
bankruptcy, which entails purchase accounting for intangible assets that were not previously valued or recorded
and an allocation of reorganization value of nearly $20 billion.
- Certain of Dan’s prior engagements involved (i) pro forma presentation and purchase accounting for the
acquisition of Freescale Semiconductor by a private equity consortium led by The Blackstone Group ($18 billion),
(ii) SEC filings related to Covanta Energy’s acquisition of American Ref-Fuel ($2 billion), and (iii) analysis of over 30
acquisitions in conjunction with MCI/WorldCom’s restatement and emergence from bankruptcy.
- Dan is a frequent speaker on accounting topics related to valuation events and has been published in several
recent pieces, including:
“Accounting for Deals” by Dan Gary, The Deal (December 6, 2007)
“Just Like Starting Over” by Dan Gary & Brian Heckler, The Deal (November 12, 2007)
Quoted in “New Accounting for M&A Deals” by Tammy Whitehouse, Compliance Week (January 29, 2008)
Author of chapters on revised accounting for acquisitions for Bureau of National Affairs (release in Spring
- America Online, American Water Works, Bi-Lo, BP, Covanta Energy, Delphi Automotive, Electro-Motive Diesel,
Freescale Semiconductor, MCI/WorldCom, Motorola, Orbitz, Philips Electronics, Siemens, Thomson Learning
- Automotive, electronics & semiconductors, energy, manufacturing, media & entertainment, software,
Experience: – Dan has nearly 15 years of experience with accounting for valuation events such as acquisitions, joint ventures and …
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