University of Oklahoma Graduate College
Goodwill Accounting Differences of the US and UK and Their Effect on Share Prices
A Dissertation
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Goodwill Accounting Differences of the US and UK and Their Effect on Share Prices
A Dissertation
APPROVED FOR THE
COLLEGE OF BUSINESS ADMINISTRATION
BY
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Acknowledgments
I wish to thank my dissertation committee, Shane Moriarity (Chair), Frances
Ayres, Nandkumar Nayar, Gary Meek, and Robert Reed for their encouragement, their support, their guidance and most importantly their assistance in completing this study Their constructive comments provided the foundation for this study I particularly wish to thank Shane Moriarity Professor Moriarity is an educator in the truest sense of the word
Other faculty at the University of Oklahoma have had an important role in helping me to develop the research skills necessary to complete a dissertation This list is not meant to be exhaustive, but I wish to also say thank-you to: Steven Butler, Elizabeth
Cunningham, Louis Ederington, Scott Linn, and G Lee Willinger I do not believe I
could have completed this program without their open doors and willingness to help me Sort out and understand various concepts over the last five years
T also have been fortunate to lear about teaching from some excellent classroom educators I particularly want to thank Frances Ayres, Louis Ederington, and Gary Emery They provide a clear and compelling example of how to be an effective teacher
Shaunna Woollard and Fiona Fink of Extel Financial were instrumental in
providing access to the UK data Without their assistance I could not have completed this study I deeply appreciate their time and assistance
Trang 7to thank the finance students, particularly Vance Lesseig and his wife Mary and daughter Shelby They provided some light moments when they were needed most
None of this would have been possible without the support, love and
encouragement of my wife, Renee I also wish to thank my mother, Judy, and my fathers Patrick and Randy They have always challenged me to develop to my fullest potential This dissertation was written on a computer my mother purchased for me, and my father’s financial help allowed me to focus on the academic as opposed to the mundane My brother Larry, and my sister Petra, took me fishing often enough to protect my sanity
Trang 8Table of Contents ACKNOWLEDGMENTS Y LIST OF TABLES ix ABSTRACT x CHAPTER ONE 1 CHAPTER TWO 6
2.1 GOODWILL ACCOUNTING PRACTICES 6
2.1.1 United States Treatment of Goodwill 6
2.1.2 United Kingdom Treatment of Goodwill 7 2.2 GOODWILL COMPONENTS 9 CHAPTER THREE 12 3.1 PAST RESEARCH 12 3.2 RESEARCH HYPOTHESES 21 CHAPTER FOUR 26
4.1 ASSOCIATION TESTS NEAR THE FIRST POST-ACQUISITION BALANCE SHEET DATE se 26
4.2 ASSOCIATION TESTS AFTER THE FIRST POST-ACQUISTTION FiSCAL YEAR END 32
4.3 MARKET-TO-BOOK RATIO COMPARISONS 34
CHAPTER ETVE 36
5.1 SAMPLE SELECTION 36
ác 676 36
5.1.2 Selection of the UK Sample csccccsssscsssesessvevssesnssessesssssssssssessssssecseeseencecosceceees 37
5.2 DESCRIPTIVE SUMMARY OF SAMPLES -:csscssscsssssssssesseecesaessessecsasssesecessessssusecascassiscascerseeccoscecese 42
5.2.1 Descriptive Summary of US Sample ccccccsccscsesvsesesossssesseressssssessscssesessoesesee 42 3.1.2 Descriptive Summary of UK Sample - cccccsccscscsssssesessessscesssnesssssnssstssssessaseusacisessesseseeceseeeee 48
5.3 US AND UK SAMPLE DIFFERENCES 53
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CHAPTER SIX
6.1 INTRODUCTION
6.2 ÀSSOCIATION TESTS NEAR THE EIRST POST ACQUISITION BALANCE SHEET DATE sả 6.2.1 Analysis of US Sample near the First Post-Acquisition Balance Sheet Date
6.2.2 Analysis oƒ UK Sample near the First Post.Acquisition Balance Sheet Date
6.3 ASSOCIATION TESTS FOR FIVE YEARS AFTER THE ACQUISITION YEAR ~ on Ho P9 9 HP HH HH n1]
6.3.1 Analysis of US Sample for Five Years Afier the Acqwisition Year 5S n2 6.3.2 Analysis of UK Sample for Five Years After the Acquisition Yeqr s5 sx cececeeceexccee
6.4 TEST FOR DIFFERENCES IN THE RATE OF CHANGE IN THE MARKET-TO-BOOK RATIOS ò2 22
CHAPTER SEVEN
7.1 DISCUSSION OF HI (US AND UK)
7.2 DISCUSSION OF H2 AND H4 (US AND UK)
Trang 10List of Tables
1 Summary ofUS Sample Selection 2-2 cưcTxrEETecEnHTEEEE TT 38 2 Summary of UK Sample Selection .0 -.cccccccecescessesessesessesescessseeecevececcececeeesece 4I 3 Descriptive Information for US Targets _ 2 -sscsssessssscscesocsessesesecseseecesecesceceeeeee 43 4 Descriptive Information for US Acquiring Firms .c.cesceccscesessececceccscsceceseeee 46 5 US Sample Industry Representation 0 csccesessessessessscscessessssncesesesecsessececeseoses 47 6 Descriptive Information for UK Targets c.cccscccccsssssssscsessovssessescsenesessessuseseesseee 49 7 Descriptive Information for UK Acquiring Firms .0 ce.ceccecccecscceccecececesceccovoseee 51 8 UK Sample Industry Representation .0 c.ccscecescescescessecsecsesesseseseecesesesceseeeeeees 52 9 Hypotheses Summary cccececcscecccssessessesscscssecsescesossessussuessisecsecercavecsesseresceseeees 56
10 Estimation Results for US Sample Near End of Fiscal Year of Acquisition 58
11 Estimation Results for UK Sample Near End Of Fiscal Year of Acquisition 60
12-Panel P1 Estimation Results for US Sample: First Year After Acquisition 62
12-Panel P2 Estimation Results for US Sample: Second Year After Acquisition 63
12-Panel P3 Estimation Results for US Sample: Third Year After Acquisition 64
12-Panel P4 Estimation Results for US Sample: Fourth Year After Acquisition 65
12-Panel P5 Estimation Results for US Sample: Fifth Year After Acquisition 66
13-Panel P1 Estimation Results for UK Sample: First Year After Acquisition 68
13-Panel P2 Estimation Results for UK Sample: Second Year After Acquisition 69
13-Panel P3 Estimation Results for UK Sample: Third Year After Acquisition 70
13-Panel P4 Estimation Results for UK Sample: Fourth Year After Acquisition 71
13-Panel P5 Estimation Results for UK Sample: Fifth Year After Acquisition 72
Trang 11Abstract
Trang 12Chapter One
Introduction
The political world today consists of 197 recognized nations This small number hides an incredible diversity of economic orientations, religious beliefs, cultural values, and legal systems The diversity in national accounting policies should be no surprise since these and other factors have been identified as forces that have helped shape and define accounting practices Differences exist both in measurement practices and in the
disclosures that accompany the primary financial statements of public companies
Accounting diversity has become a contentious issue as world capital markets
become more articulated Some security market regulators such as the Securities and Exchange Commission (SEC) in the United States (US) seemed to have adopted the perspective that domestic accounting standards provide investors with adequate
Trang 13example, the former Chief Economist ofthe New York Stock Exchange (NYSE) stated,
“Indeed, if the SEC continues to insist that foreign firms abide by America’s anachronistic accounting standards it will strangle the US markets and do irreversible harm to the US as the world’s dominant financial center” [Freund (1995), Al5]
Efforts to resolve the effects of accounting diversity on the form and content of financial statements have advanced in two related directions One approach is the
development of a single set of accounting principles acceptable internationally According
to Berton (1995), the International Accounting Standards Committee (IASC) and the
International Organization of Securities Commissions are working jointly to develop such a set of international accounting standards If completed, compliance with these standards is expected to give companies access to a larger number of capital markets, possibly even those of the US Some countries are considering the adoption of these standards to
replace their existing domestic standards Other countries, such as the US, are considering allowing only foreign companies to use these standards for capital market access The related approach has been the move among specific groups of countries to directly
harmonize their national accounting practices For example, the European Community has set accounting standards that member nations must adopt [Mueller, Gernon, and Meek (1994)] The Financial Accounting Standards Board (FASB) is actively involved in discussions with its counterparts in Canada, Mexico, and Chile about ways that the standards of these countries can be harmonized [Berton (1995)] Ifa particular set of
Trang 14comparable within the group This would allow the firms within the group to prepare one set of financial statements to gain access to all the group’s security markets
In the wake of efforts to resolve accounting diversity, there has been greater interest and debate on specific accounting standards One recent area of particular concern is the diversity in how different countries account for acquired goodwill US firms that make purchase acquisitions typically capitalize the excess of the purchase price over the fair market value of the net assets acquired Post-acquisition, the capitalized goodwill asset is amortized, with an amortization period of forty years or less Other
countries, such as the United Kingdom, the Netherlands, Germany, Switzerland, and Italy
allow firms to directly charge acquisition goodwill against equity This treatment leaves post-acquisition earnings unaffected by a charge for the amortization of goodwill
Trang 15on the reported accounting numbers on the balance sheet and ignore or “forget” the written-off goodwill
This study focuses on the second claim and investigates whether goodwill
accounting policy affects the post-acquisition association between the market values of US and UK firms and acquired goodwill Specifically, this study attempted to determine whether acquired goodwill has to be reported in the financial statements for investors to consider it an asset The measurement of goodwill from acquisitions appears to be similar in both countries The recent exposure draft from the UK indicates that UK accounting standard setters believe that goodwill is an asset (Financial Accounting Exposure Draft 12) And further, despite the differences in accounting treatments, the financial statements of US and UK firms provide sufficient disclosures to allow investors to calculate the amount of goodwill from material acquisitions at the end of the fiscal year of the acquisition
Trang 16Another finding was that the post-acquisition relation between goodwill and market values remained significant for only five years for US firms.' This result held for the total amount of goodwill acquired, the book value of goodwill (total goodwill less amortization expense), and for the components of goodwill suggested by Henning (1994)
One interpretation of this finding might be that the amortization period that US firms select is too long Japanese and German GAAP only allow goodwill to be amortized for five years This shorter period may better reflect investors beliefs about the service potential of acquired goodwill
This dissertation is divided into six additional chapters The next chapter identifies the practices approved by US and UK GAAP for the treatment of goodwill Further, based on a recent study, this chapter identifies two distinct components of acquisition goodwill and briefly discusses possible sources for each component Relevant past
research is reviewed and the hypotheses to be tested in this study are developed in Chapter 3 Chapter 4 contains a description of the methodological approach used for the
hypotheses tests The sample selection process is described and a descriptive analysis of the sample is provided in Chapter 5 The results of the hypotheses tests are presented and discussed in Chapter 6 Limitations of the analysis, conclusions indicated by the empirical results, and some directions for future research are discussed in the final chapter
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Chapter Two
Goodwill Accounting Practices in the United States and the United Kingdom and Components of Acquisition Goodwill 2.1 Goodwill Accounting Practices
2.1.1 United States Treatment of Goodwill
Guidance for the accounting treatment of business acquisitions and goodwill in the US is provided by Accounting Principles Board Opinions No 16 & 17 (APB 16 & APB
17) The APB recommends that the excess of purchase consideration over the market value of the identifiable net assets be debited to a goodwill account Firms should then estimate the expected useful life of goodwill and amortize it against earnings over this period APB 17 specifies an arbitrary upper bound of forty years as the maximum useful life APB 17 recognizes the possibility that unanticipated future events may alter the value of goodwill For financial reporting purposes the APB recommends that those events which enhance or increase the value of goodwill be ignored However, events which diminish the value of goodwill should be recognized by charging to current earnings an amount equal to the estimated reduction in value
Trang 18expected to provide future economic benefits, arose from some past transaction (the acquisition specifically) and is controlled by the acquiring firm Further, the US
accounting treatment suggests that the benefits provided by goodwill are available only for a limited time
2.1.2 United Kingdom Treatment of Goodwill
UK GAAP allows two alternative treatments for purchased goodwill (Accounting Standards Committee Statement of Standard Accounting Practice 22 (SSAP 22]) Firms may either capitalize and amortize goodwill over its estimated useful life or directly charge the purchased goodwill against specific equity accounts
The first alternative is similar to the treatment recommended by APB 17 Companies are to first value the acquired identifiable assets and liabilities at fair value The difference between the fair value of the consideration offered and the fair value of the identifiable net assets is then considered goodwill The resulting goodwill is amortized over an expected useful life through a charge to annual earnings Unlike US practice, SSAP-22 provides no limit on the amortization period But similar to US practice
decreases in the value of goodwill are charged to earnings during the accounting period of the decline
The second alternative, and the one that SSAP-22 indicates is preferred, is to immediately write-off goodwill to an equity account Under normal circumstances, SSAP- 22 recommends that the debit be made to a shareholder reserve account When firms have insufficient reserves two alternatives are available Firms may establish a ‘Goodwill Write- off Reserve’ which creates a debit account in shareholders equity The other choice is to
Trang 19petition the British courts to allow the charge to be set against the share premium account A direct economic interpretation of this accounting policy is that goodwill provides no measurable benefits to the acquiring firm beyond the acquisition year As Radebaugh and Grey (1991) and others have pointed out, this policy is also consistent with the idea that benefits of acquired goodwill are not necessarily correlated with the costs of acquisition Rather the realization of the benefits fluctuate across time and are too uncertain to be reported in the financial statements This economic interpretation is not entirely consistent with the position of UK accounting standard setters when this policy was adopted A previous exposure draft released by the Accounting Standards Committee
(ASC) [the predecessor to the current UK standard setting body, the Accounting
Standards Board (ASB)] argued that one important reason for the adoption of the current goodwill accounting standard was to achieve consistency with the treatment of internally developed, or non-purchased, goodwill Further, the Statement of Standard Accounting Practice-Exposure Draft 47 (ED-47) also stated, “It was recognised that this (writing-off goodwill) was an accounting adjustment and did not represent an equivalent loss of
value.” ( 1.3)
Trang 20systematic amortization is that they must perform periodic revaluations (or impairment
reviews) to determine whether the carrying value approximates the expected future
benefits Any decreases in value are expected to be charged to earnings This draft also indicates that firms will be allowed to reverse impairment charges when subsequent events
rove that any write-down was excessive, or if subsequent events reverse the previously recognized decreases in value
2.2 Goodwill Components
Although the amount of the purchase price allocated to total goodwill is essentially a “plug”, Henning (1994) identifies two components of acquisition goodwill The first component, pre-bid goodwill, is defined as the excess of a firm’s pre-acquisition market
value (security price times the number of shares outstanding) over the fair value of
identifiable net assets Pre-bid goodwill exists independently of an acquisition and can be considered a measure of investors’ perceptions of the firm’s advantages (disadvantages), or prospects for future earnings above (below) the normal rate of return on the fair market value of the firm’s net assets Positive pre-bid goodwill may be due to entrenchment in profitable markets, the existence of skilled managers, a strong work force, carefully maintained customer relationships, or distribution channels which allow the firm a unique advantage Possible causes of negative pre-bid goodwill include perceived incompetent management, and technology changes which threaten to make the firm’s products or manufacturing processes obsolete The accounting focus on transactions can also lead to the imputation of pre-bid goodwill Negative goodwill can occur when contingent liabilities exist and positive goodwill may occur when a firm has pending opportunities or
Trang 21projects that have not yet been reflected in the firms’ financial statements An efficient market will impound a value in the share price for these potential events before the actual transactions occur which will lead to accounting recognition
The second component of acquisition goodwill is based on the synergies the bidding firm’s managers expect to gain from an acquisition, and will be referred to as synergistic goodwill When a firm is bought the managers of the acquiring firm may see new opportunities for future cash flows from such things as higher returns to scale for research and development activities, advertising programs, and capital investment The combination may also allow the acquiring firm to eliminate duplicate costs of
manufacturing, administration, and distribution Synergies can also arise because the business combination gives the acquiring firm monopoly power in product or factor markets This monopoly power may lead to gains in price or cost control The excess of the offering price over the pre-acquisition market value of the target (called the bid-premia in past studies, or premium component of goodwill) is referred to in this study as the
synergistic component of acquisition goodwill
Trang 22overpayment by the acquiring firm for the target firm is offered by Hethcox (1993) Hethcox studied the market returns to acquiring firms that used purchase accounting and found a negative cross-sectional relation between the returns of acquiring firms and the total amount of goodwill If goodwill is considered an overpayment by investors then its value should not be associated with the post-acquisition market values of acquiring firms
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Relevant Past Research and Hypotheses 3.1 Past Research
Prior research on the relation between the accounting treatment of goodwill and market values is limited Much of the past research on goodwill has focused on the relation between goodwill recognition and market returns, not differences in treatments However, five papers with direct implications for the design or hypotheses tested by the current study have been identified The basis, and results of these papers, as well as how they contribute to the present study are discussed in this section
Jennings, Robinson, Thompson, and Duvall (1995) analyzed the relationship
between market values and book values to determine whether goodwill as recognized by US GAAP was impounded in the market values of firms Their sample consisted of all Compustat firms for which goodwill was identifiable, had December 31 fiscal year ends, and were traded on either the New York Stock Exchange (NYSE) or American Stock Exchange (AMEX)
The model proposed and estimated by Jennings, Robinson, Thompson, and Duvall
Trang 24variables were deflated by end of period net book value
The model was estimated each year from 1982 to 1988 The signs of the coefficients on all of the variables were as predicted, with the coefficient on goodwill positive and significant This suggests that investors believe goodwill is an asset and is a source of value to the acquiring firm
Jennings, Robinson, Thompson, and Duvall pointed out that the positive
coefficient on goodwill could be due to the acquiring firms having operating strengths or other unrecorded assets not reflected in book values but which are positively correlated with the book value of goodwill This is consistent with prior research which has found that acquiring firms that make purchase acquisitions have excess market returns in the period before the acquisition even though little association has been found between market returns and acquisition conditioned information [Hong, Kaplan and Mandelker ( 1970), Davis (1990)] If this is the case, then goodwill is significant simply because of its correlation with a significant omitted variable, the pre-bid or strategic goodwill of the acquiring firm They attempted to control for this possibility by introducing a fixed effects regression to allow the intercept and coefficients to vary by firm In this case the
coefficient on the book value of goodwill declined in absolute magnitude but remained significant This provides further evidence that the market does value goodwill arising from purchase transactions
Trang 25debate about the proper accounting treatment for goodwill is the lack of a consensus perspective as to the economic meaning of goodwill This study demonstrates that even when the precise source and meaning of acquired goodwill are not directly controlled, there is an association between this accounting number, when it is reported in the financial
statements, and market values The question then follows, does this quantity have to be
reported in the financial statements for the goodwill to be incorporated in the value investors assign to firms?
Trang 26These results suggest that investors may impute a goodwill amount, even if it is not directly disclosed, immediately after an acquisition But, when firms use pooling, investors may either forget the imputed amount or discount the premium Vincent points out that discounting might occur since as Vincent points out, the premium recognized by purchase firms is subject to auditing, whereas for purchase firms there is no comparable post-acquisition independent valuation of the premium
Vincent’s study indicates that it will be important to test the post-acquisition
relation between market values and acquired goodwill for some period of time post- acquisition Otherwise, a finding of a significant association between the market values of acquiring firms and goodwill at the end of the effective year of the acquisition could be misleading That finding would suggest that investors undo the accounting differences and goodwill accounting does not affect the post-acquisition market values of acquiring firms
Trang 27Amir, Harris, and Venuti (1993) tested for an association between specific
disclosure items in 20-F filings and the market-to-book ratios for a sample of foreign firms cross-listed in the US.* The reconciliation items examined by Amir, Harris and Venuti included both the amortization expense required by US GAAP and any adjustments to goodwill required to reconcile the firms’ foreign GAAP denominated book value to the book value that would be recorded had the firms followed US GAAP Based on their
sample of UK and Australian firms, Amir, Harris and Venuti reported that the association
between the market-to-book ratio and balance sheet goodwill reconciliation amounts was significantly positive and near one when measured by foreign security exchange market values However, no association between foreign exchange measured market-to-book ratios and US GAAP required goodwill expense was observed for their sample Amir, Harris and Venuti's findings suggest that foreign investors either use the 20-F filing and “add back’ goodwill amounts that firms have written-off or they have some mechanism to impute an asset value that is highly correlated with the goodwill amount required under US GAAP
These findings have an important implication for the present study Amir, Harris, and Venuti’s results indicate that the goodwill recognized by UK firms which are cross- listed in the US has some economic substance to investors participating in the UK equity
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markets This evidence is not sufficient to argue that this relation (between market-to- book ratios and acquired goodwill) should hold for all UK firms that purchase goodwill Arbitrage will assure that the market value of UK firms on UK exchanges should reflect all of the value relevant information impounded in the firms’ market price on other
exchanges.” However, information not available directly to investors may not be reflected in the market prices for firms traded only in the UK
Barth and Clinch (1996) extended Amir, Harris and Venuti by studying the relation
between share prices of Australian, Canadian, and UK firms and the information contained
in 20-F filing Their goal was to compare the value relevance of specific reconciliation items to the value relevance of the numbers that were reported under the firm’s domestic
GAAP Similar to Amir, Harris and Venuti, Barth and Clinch investigated the disclosures
associated with the goodwill reconciliation between US and UK GAAP Their study found that the goodwill amount disclosed in the 20-F filing was value relevant to setting prices in the UK
Henning (1994) designed a study to identify the interaction of market values with both the source of purchased goodwill and the length of its amortization period Two sources of goodwill were identified by Henning: 1) the difference between the pre-
acquisition market price of the target and the market value of the net-identifiable assets, or pre-bid goodwill, and 2) the difference between the market value of the acquisition price and the market value of the target firm prior to the acquisition, or premium goodwill
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(synergistic goodwill in this study) Henning proposed that these alternative sources of goodwill were likely to have different valuation attributes Further, Henning argued that if these different components have different economic substance then the useful life of the components would also vary Henning’s model tests for the existence of an interaction effect between goodwill source and amortization practices on market values
Model estimation was derived from panel data Firms entered the sample if they made an acquisition between 1985 and 1992, used purchase accounting, and if goodwill was identifiable Firms remained in the sample once entered Models were estimated using market-to-book ratios as one measure of the dependent variable, and twelve month returns deflated by the market value of equity as a second measure The explanatory variables for the market-to-book model version included the book value of acquired
goodwill, and dummy variables chosen to capture whether the sample firm: 1) had a higher relative proportion of premium goodwill to pre-bid goodwill compared to other sample firms, 2) followed strict forty year amortization practices, or 3) used a variety of amortization patterns The returns model was similar except the goodwill amortization charge was substituted for total goodwill
Overall the estimation results were consistent with Henning’s predictions
Trang 30goodwill This finding is also consistent with the notion that investors consider premium goodwill to be at least partially an overpayment for the acquisition
Henning’s results suggest that goodwill is not homogenous Therefore, although the accounting policies of both the US and UK treat goodwill as an aggregate amount, investors might consider the components separately when valuing firms which have made acquisitions If, for example, the synergistic (or premium) component of goodwill is a proxy for an excessive purchase price then investors might discount the market values of the acquiring firm by the amount of this goodwill component If the synergistic
component is correlated with the total goodwill then the post-acquisition relation between the market values of acquiring firms and total goodwill will be sensitive to the degree of this correlation.* At the extreme, if all of the goodwill is synergistic goodwill then the post-acquisition relation between market values of the acquiring firms and the total acquired goodwill might be zero This would occur if investors discounted the market value of the acquiring firms around the announcement dates for the acquisition by the amount of the synergistic component
The use of the components identified by Henning’s will allow the relation between market values and goodwill to vary if investors believe that each of the components has a different economic substance This could be particularly important if the type of goodwill UK and US firms purchase systematically differs If this is the case, a difference in the association between the market values of the acquiring firms and goodwill in the two
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countries may be driven by the differences in the components and not the accounting treatment of goodwill Therefore, the association between market values and goodwill is also tested at the component level
In summary, the evidence in this section supports four points which are important for the present study First, Vincent (1995) and Jennings, Robinson, Thompson, and Duvall (1995) provide evidence that goodwill is considered by investors in US companies to be an asset when it is reported in the post-acquisition financial statements of the acquiring firms Hennings (1994) shows that aggregate goodwill can be separated into different components which appear to be valued differently by investors Third, the research of Amir, Harris, and Venuti (1993) and Barth and Clinch (1996) indicates that when UK firms reconcile their financial statements to US GAAP, the goodwill from this reconciliation is associated with the variation in their stock prices on their domestic
exchange Finally, Vincent’s results indicate that when sufficient disclosures are available
to allow investors to impute a goodwill balance they appear to do so, thus the post- acquisition market values of pooling firms reflects a proxy for acquired goodwill even though this value is not disclosed in the financial statements
Trang 323.2 Research Hypotheses
The first question is whether or not goodwill is considered an asset by investors in US and UK firms near the release of the first post-acquisition financial statements
Prevailing US accounting practice treats goodwill as an asset while the most common UK practice does not Despite the accounting difference, the underlying transaction is similar for firms from both countries, acquiring firms trade some asset for goodwill Further, goodwill is similarly defined in both countries: as the excess of the acquisition price over the fair value of the net assets acquired Finally, the evidence of Barth and Clinch as well as Amir, Harris and Venuti indicates that goodwill is considered an asset by investors for UK firms when the amount is disclosed in reconciliations between US and UK GAAP for 20-F filings This suggests that the post-acquisition market value of US and UK firms should reflect this goodwill even if it is not reported in the primary financial statements
The hypothesis is tested by determining whether the post acquisition goodwill balances (book value ir: US, imputed in the UK) provide incremental explanatory power above the other coraponents of book value once for market values The country-specific hypotheses to be tested are:
H1Aus: Acquisition goodwill provides significant
incremental explanatory power for explaining the relation between market values and book values of US firms when compared to the relation between market values and book values excluding acquired goodwill at a point in time six months after the first post-acquisition financial statement date
Trang 33values excluding imputed goodwill at a point in time six months after the first post-acquisition financial statement date
Support for these hypotheses will provide evidence that goodwill is considered an asset in both countries soon after the acquisition date At this time the information required to determine the magnitude of goodwill is publicly available, directly to US
investors, and indirectly to investors in UK firms
The six month post acquisition measurement date was chosen to insure that investors have sufficient information to identify the acquired goodwill UK firms are allowed approximately six months after the end of the fiscal year before they must release their primary financial statements To insure that the primary financial statements are available to investors the market values of the acquiring firms were collected on the closest trading day to the fifteenth day of the seventh month following their balance sheet date This approach is consistent with past research involving UK firms
The next set of hypotheses examine the association between market values of acquiring firms and the components of acquisition goodwill Since the components arise from different sources, investors may believe the economic substance of the components differs Further, if premium goodwill represents an overpayment then it might be
Trang 34H2Aus: When the market values of US firms are regressed on the components of acquisition goodwill there is
incremental explanatory power above the regression of market values on aggregate goodwill
H2Aux: When the market values of UK firms are regressed on the components of imputed acquisition goodwill there is incremental explanatory power above the regression of market values on the aggregate imputed goodwill
The next set of hypotheses examines the post-acquisition relation between market values and book values at dates progressively more removed from the acquisition date The UK practice does not continue to remind investors of the purchase of goodwill since it is excluded from the balance sheet In contrast, the continued presence of goodwill on the balance sheet for US firms will remind investors of its existence The alternative hypotheses to be tested are:
H3Aus: Book value of acquired goodwill provides
significant incremental explanatory power for explaining the relation between market values and book values of US firms when compared to the relation between market values and book values excluding acquired goodwill each year for five years after the initial acquisition
H3 Aux: Imputed acquisition goodwill provides significant incremental explanatory power for explaining the relation between market values and book values of UK firms when compared to the relation between market values and book values excluding imputed goodwill each year for five years after the initial acquisition
Trang 35in the alternative form:
H4Auys: Acquired goodwill components provide significant incremental explanatory power for explaining the relation between market values and book values of US firms when compared to the relation between market values and book values of aggregate goodwill each year for five years after the initial acquisition
H4Aux: Imputed acquisition goodwill components provide significant incremental explanatory power for explaining the relation between market values and book values of UK firms when compared to the relation between market values and book values of aggregate imputed goodwill each year for five years after the initial acquisition
The previous hypotheses examine the association between goodwill and market values for US and UK firms independently The final hypothesis involves a direct comparison between the sample firms from these two countries If similar UK and US firms each made identical acquisitions, the post-acquisition book values of the firms would differ by the amount of unamortized acquisition goodwill, ceteris paribus This could cause the initial market-to-book ratio for a UK firm to be higher than that of the
comparable US firm This follows since the only difference between the US and UK firm is that the book value of US firms includes goodwill If investors in UK firms
Trang 36for issues other than goodwill Nonetheless a finding that UK acquiring firms’ market-to- book value ratio declines faster than the market-to-book ratio of US firms post-acquisition would provide evidence that goodwill accounting policies affect the relation between
market values and goodwill The question examined, stated in the alternative form is: HSA: There is a significant negative difference between the rate of
Trang 37Chapter Four
Methodology
4.1 Association Tests near the First Post-Acquisition Balance Sheet Date If an accounting system were designed to perfectly reflect market values, the market value of a firm would be equal to the firm's book value of equity as described by the following equation:
MV = BVE 1
where MV represents the market value, and BVE is the book value of equity The accounting identity defines BVE as:
BVE = BVA - BVL la
where BVA is the book value of the firm's assets, and BVL is the book value of the firm's
liabilities, firm and time specific subscripts are assumed Doing the substitution we get:
MV = BVA - BVL 1b
But for equation 1b to be true two conditions must be met: 1) the book values of the assets and liabilities have to equal their market values conditioned on the specific
combination of assets and liabilities in the firm's portfolio, and 2) all assets and liabilities of
Trang 38accounting practices record values of individual assets and liabilities conditioned on the specific portfolio of the firm Further, for only a few classes of individual assets and liabilities does the recorded balance sheet amount reflect market values With respect to the second assumption, Landsman (1986), Barth (1991), and Shevlin (1991), have demonstrated that market values reflect some assets and liabilities which are not reported on the balance sheet, specifically pension plan assets and liabilities and research and development assets These issues suggest that equation | is incomplete for relating market values to book values The following modification is required to complete the relation:
MV = @2,BVE + NRA + u 2
The value of the «, coefficient is dependent upon the transformation necessary to adjust the firm’s aggregate reported book values to market values and NRA is the market value of the net assets not reported on the balance sheet but valued by investors Earlier this was called pre-bid goodwill
Trang 39PRICE = NAVTRGT + ACQGW 2a
Where PRICE is the fair market value of the consideration offered, NAVTRGT is the net
asset value of the target firm, based on the acquiring firms assignment of fair values to the target’s identifiable assets and liabilities, and ACQGW is the acquired goodwill, or the excess of the price over the fair value of the acquired net assets Given this division of the acquisition price, equation 2 can be restated to reflect an acquisition as follows:
MV = a,(BVE - PRICE) + NRA + a,(NAVIRGT+ ACQGW) + u 3 Where BVE is the acquiring firm’s book value of equity, NRA is the pre-existing, net assets of the bidder not recorded on the balance sheet (pre-bid goodwill of the acquiring firm), and NAVTRGT is the net asset value of the target, based on the acquiring firm’s assignment of fair values to the target’s identifiable assets and liabilities
While equation 3 reflects that the coefficient on the sum of NAVTRGT and ACQGW should be a; (by the substitution) equation 3 was restated to equation 3a to allow for a different weighting of the components of the purchase price:
MV = a,(BVE - PRICE) + NRA + a,NAVTRGT
+ @,ACQGW +u 3a
All terms are defined as before The empirical equivalent of equation 3a is to be
estimated six times, once to test the association between market values and goodwill at the
end of the fiscal year end of the acquisition, and then to test the association at the end of
the five subsequent fiscal years However, in each case the proxy for the acquiring firm's
Trang 40date immediately prior to the first acquisition announcement Using the pre-acquisition difference between market and book values is straightforward and insures that all assets and liabilities not recognized in the financial statements but considered by investors in Setting prices prior to the acquisition are represented One advantage of this approach is that this measure is easily observable to all investors and as such should reflect a
consensus view of the pre-bid goodwill of the acquiring firm A disadvantage is that it may restrict the model coefficients to be near one This might occur if the only activity of the acquiring firm from the time NRA was measured to when MV was measured was the acquisition and the market values goodwill at its recorded book value
Including NRA in the estimations avoids the possibility that a significant relation between market values and goodwill is observed only because this variable is omitted If the amount of acquired goodwill is dependent on particular skills possessed by the managers of the acquiring firms the markets valuation of these skills could be an omitted, correlated variable This might occur if skillful managers can pay more for acquisitions because they can wring out greater synergies than other, less skillful managers NRA for the acquiring firms was measured at the balance sheet date preceding the acquisition year
Given this proxy for not reported net assets, the following models were separately estimated on a sample of US acquiring firms:
MV., = b, +b, (BVE, - PRICE) +b,NRA,.,, + b,NAVTRGT
+u 4ays
MV,., = b, +b,(BVE, - PRICE) +b,NRA,,, + b,NAVIRGT