| Fair-Value
Accounting
Analyzing
the Changing Environment
By
Rebecca Toppe Shortridge, Amanda Schroeder, and Erin Wagoner
APRIL 2006 - FASB’s
exposure draft, Fair Value Measurement, has brought renewed
attention to the debate between historical-cost measurement
and fair-value measurement in financial statements.
Perhaps
the strongest argument for a move to fair-value accounting
is that historical-cost financial statements do not provide
information that is relevant to investors. The fact that
the market value of publicly traded firms on the New York
Stock Exchange is five times their asset values serves to
highlight this deficiency. The primary driver of this disparity
was clearly illustrated by then–Federal Reserve Chairman
Alan Greenspan, as quoted in Cracking the Value Code:
How Successful Businesses Are Creating Wealth in the New
Economy (Richard E.S. Bolton, Barry D. Libert, and
Steve M. Samek; HarperCollins, 2000). Greenspan said: “[V]irtually
unimaginable a half-century ago was the extent to which
concepts and ideas would substitute for physical resources
and human brawn in the production of goods and services.”
The
fair-value exposure draft would establish a framework for
measuring assets and liabilities at fair value. Critics,
however, have expressed concerns with the proposal.
Recent
FASB Projects
FASB
has issued numerous standards in recent years to require
the use of or provide guidance for calculating fair-value
measurements in financial accounting. This change from prior
practice signifies to many a deliberate movement away from
historical-cost financial statements and toward fair market
value statements.
Statement
of Financial Accounting Concepts 7. As FASB
increases the items reported using fair value, determining
how to actually measure value is critical. For example,
how should a company establish the value of a customer list
acquired in a business combination? Statement of Financial
Accounting Concepts (SFAC) 7, Using Cash Flow Information
and Present Value in Accounting, provides a framework
for using the present value of future cash flows to establish
fair value. According
to SFAC 7, “the only objective of present value, when
used in accounting measurements … is to estimate fair
value. Stated differently, present value should attempt
to capture the elements that when taken together would comprise
a market price, if one existed.”
Essentially,
SFAC 7 provides a discussion of present-value techniques
that can be used to estimate fair value when a market-based
value does not exist. By providing a method for establishing
fair value, FASB extended the potential uses of fair-value
accounting.
Statement
of Financial Accounting Standards 141. FASB
released Statement of Financial Accounting Standards (SFAS)
141, Business Combinations, in June 2001. This was a groundbreaking
standard, because intangible assets that had never been
recognized now had to be separately identified and reported
in a business combination. FASB indicated that numerous
users had indicated a desire for better information regarding
intangible assets because they had become increasingly important
in the U.S. “knowledge economy.”
Thus,
SFAS 141 requires that all intangible assets acquired in
a business combination “be recognized as an asset
apart from goodwill if it arises from contractual or other
legal rights … or if it is separable.” The intangible
assets now required to be separately measured and recognized
include such items as trade dress, customer lists, computer
software, and employment contracts.
SFAS
141 further indicates that intangible assets acquired in
a business combination “should initially be assigned
an amount based on their fair value.” Fair value is
defined as the amount at which the asset could be bought
or sold in a current transaction between willing parties.
The statement also notes that “judgment is required
in estimating the period and amount of expected cash flows,”
and that these judgments should be consistent with the objective
of measuring fair value.
While
assets required to be measured at market value in this standard
are related to arm’s-length transactions, there was
previously no requirement to separately identify intangible
assets such as customer lists and employment contracts.
This statement suggests that FASB is changing its focus
from measuring only hard assets to also measuring the “soft”
assets that are increasingly important in the current U.S.
economy.
Statement
of Financial Accounting Standards 142. SFAS
142, Goodwill and Other Intangible Assets, covers three
topics: 1) the postacquisition accounting treatment for
all intangibles, including those acquired through a business
combination; 2) accounting for the acquisition of intangible
assets in circumstances outside of business combinations;
and 3) accounting for internally generated intangible assets.
First,
SFAS 142 defines the requirements for postacquisition accounting
of intangible assets. If the intangible asset has a definite
useful life, amortization is required over the life of the
asset. If the intangible asset has an indefinite useful
life (e.g., goodwill), it is not subject to amortization
and is instead tested annually for impairment. Second, SFAS
142 requires that intangible assets acquired outside of
business combinations be recorded at fair value (see Rose
Marie L. Bukics and J. Chapman Benson, “The Big Splash:
Goodbye, Pooling; Hello, Goodwill Impairment Testing,”
The CPA Journal, March 2002). Finally, SFAS 142
clearly states that the “costs of internally developing,
maintaining, or restoring intangible assets that are not
specifically identifiable, that have indeterminate lives,
or that are inherent in a continuing business and related
to an entity as a whole, shall be recognized as an expense
when incurred.”
Consistent
with SFAS 141, this standard requires recognition of intangible
assets that were previously not reported in historical-cost
financial statements. This standard also recognizes that
the value of assets may not decline equally over time, thus
they should be measured for impairment. This requires companies
to establish methods for assessing value for individual
assets and operating units.
Statement
of Financial Accounting Standards 144. SFAS
144, Accounting for the Impairment or Disposal of Long-Lived
Assets, uses fair-value measurements to assess whether long-lived
assets are permanently impaired. This standard, issued in
August 2001, states that impairment “is the condition
that exists when the carrying amount of a long-lived asset
(asset group) exceeds its fair value.” This statement
again requires using fair-value measurements to determine
the appropriate accounting treatment.
SFAS
144 provides “traditional” guidance on assessing
fair value. In particular, it indicates that the fair value
of an asset is the amount that the asset could be purchased
or sold for in a third-party transaction. Paragraph 22 dictates
that actively quoted market prices are the best measure
but that prices of similar assets may be used when necessary.
Paragraph 23 provides that it may be necessary to use the
present value of discounted cash flows technique presented
in SFAC 7 when a market value cannot be used to establish
a reasonable value.
Interestingly,
in numerous scenarios (SFAS 144, lower of cost or market
for inventory, and others) FASB believes it is appropriate
to use fair-value measurements to record asset impairments.
Supporters of fair-value accounting could use these scenarios
to support the use of fair-value accounting for all assets
and liabilities on the balance sheet. The question arises:
If fair value can be used to develop relevant and reliable
measures of impairment, then why aren’t fair-value
measures relevant and reliable measures of appreciation?
FASB
Exposure Draft, Fair-Value Measurements. In
June 2004, after more than five years of work, FASB issued
an exposure draft on fair-value measurements. This proposal
provides guidance for valuing assets and liabilities that
are required to be measured at fair value under other pronouncements.
The ultimate goal of the fair-value project is to improve
comparability, consistency, and reliability of fair-value
measurements by creating a model that can be broadly applied
to financial and nonfinancial assets and liabilities. The
framework would also remove policies that disagree with
SEC guidelines for investment funds, and clarify the use
of fair-value measurements in other authoritative pronouncements.
The
exposure draft would not replace, but instead would expand
upon, current disclosures relating to the use of fair-value
measurements for assets and liabilities. Disclosures would
include information about fair-value amounts, how they are
determined, and the effect of any remeasurement on earnings,
including unrealized gains and losses (see Joseph V. Carcello
and Jan R. Williams, “Fair Value Measurement,”
in Miller GAAP 2004). These new disclosures would apply
to securities that are perpetually measured at fair value
and to assets that are periodically measured for impairment.
Carcello and Williams note that this standard would have
broad implications, affecting or amending more than 30 accounting
standards.
In
summary, this exposure draft does not expand the assets
or liabilities to be measured at fair value. Instead, it
provides a consistent framework for measuring these assets
and liabilities and for disclosing information about their
valuation. Although the standard does not increase the assets
and liabilities currently measured at fair value, it provides
a format that FASB could use in the future to measure additional
assets and liabilities at fair value.
Relevance
Versus Reliability
Perhaps
the root of the disagreement over a shift to fair-value
measurement is the philosophical debate over relevance versus
reliability. Proponents of fair-value accounting argue that
historical-cost financial statements are not relevant because
they do not provide information about current values. The
fair-value dissenters argue that the information provided
by fair-value financial statements is unreliable because
it is not based on arm’s-length transactions. They
contend that if the information is unreliable it should
not be used to make financial decisions. This trade-off
should be at the core of any discussion about the use of
fair value in financial statements.
Relevance.
Proponents of fair-value accounting argue that this measurement
is more relevant to decision makers even if it is less reliable.
First, fair-value accounting would produce balance sheets
that are more representative of a company’s value.
Specifically, unless the values of fixed assets are assumed
to remain the same over time, historical-cost information
is relevant only upon obtaining the asset. Furthermore,
because historical-cost measures remain unchanged over time,
users do not get valuable feedback about appreciation or
depreciation following the purchase of the asset.
For
example, if ABC Corporation purchased a two-acre tract of
land in 1980 for $1 million, then a historical-cost financial
statement would still record the land at $1 million on ABC’s
balance sheet. If XYZ purchased a similar two-acre tract
of land in 2005 for $2 million, then XYZ would report an
asset of $2 million on its balance sheet. Even if the two
pieces of land were virtually identical, ABC would report
an asset with one-half the value of XYZ’s land; historical
cost is unable to identify that the two items are similar.
This problem is compounded when numerous assets and liabilities
are reported at historical cost, leading to a balance sheet
that may be greatly undervalued. If, however, ABC and XYZ
reported financial information using fair-value accounting,
then both would report an asset of $2 million. The fair-value
balance sheet provides information for investors who are
interested in the current value of assets and liabilities,
not the historical cost.
Reliability.
Despite the advantage of having more-relevant
information, the change to fair-value accounting has met
with much resistance. The primary argument against fair-value
accounting is that it is not reliable. According to Colleen
Cunningham, president and CEO of Financial Executives International
(FEI), in “Fair Value Accounting: Fair for Whom?”
(Financial Executive, March/April 2004): “Relevant
information that is unreliable is useless to an investor.
We must, therefore, be clear about the nature of the claim
being made for an accounting number described as reliable.”
One
advantage of historical-cost financial information is that
it produces earnings numbers that are not based on appraisals
or other valuation techniques. Therefore, the income statement
is less likely to be subject to manipulation by management.
In addition, historical balance sheet figures comprise actual
purchase prices, not estimates of current values that can
be altered to improve various financial ratios. Because
historical-cost statements rely less on estimates and more
on “hard” numbers, proponents believe that historical-cost
financial statements are more reliable than fair-value financial
statements.
Furthermore,
fair-value measurements may be less reliable than historical-costs
measures because fair-value accounting provides management
the opportunity to manipulate the bottom line. Continuing
the example from above, ABC could argue that its tract of
land is undervalued by $1 million and that it should record
a gain in the financial statements. What if ABC argued that
its tract of land was worth even more because it had a slightly
better location? Therefore, instead of a $1 million gain,
ABC could choose to report a $1.5 million gain, recognizing
an additional $500,000 gain on the income statement.
Developing
reliable methods of measuring fair value so that investors
trust the information reported in financial statements is
critical if FASB continues its movement toward fair-value
accounting. This is no easy task, especially in light of
recent scandals in financial reporting.
The
Debate Continues
FASB’s
recent activities with SFAC 7, SFAS 141, SFAS 142, SFAS
144, and the fair value exposure draft are steps toward
fair-value measurement that will no doubt result in countless
debates in the business world. SFASs 141 and 142 require
companies to record acquired intangible assets at fair value.
However, intangible assets that are internally developed
are expensed immediately. Because of this type of inconsistency,
investors will likely remain uninformed regarding the true
measure of many intangible assets. As Baruch Lev said in
his “Remarks on the Measurement, Valuation, and Reporting
of Intangible Assets” (Economic Policy Review,
Federal Reserve Bank of New York, September 2003), fair-value
information that is provided regarding intangible assets
is largely inconsistent, partial, and confusing, and prevents
boards of directors and investors from intelligently allocating
resources.
Undoubtedly,
valuing tangible and intangible assets at fair value is
extremely difficult and time-consuming. Current financial
accounting standards, however, require the use of estimates
every day; for example, the allowance for doubtful accounts,
contingent liabilities, projected pension obligations, and
goodwill impairment. It is not a significant leap to require
companies to provide some measurement of the fair market
value of both tangible and intangible assets, even if this
information is reported only in the footnotes.
The
debate surrounding historical-cost and fair-market values
will not end soon. If anything, this discussion is likely
to intensify given FASB’s interest in the topic. One
hopes the debate will provide insight into a more efficient
system for presenting financial information and economic
transactions to boards of directors, analysts, and investors.
Rebecca
Toppe Shortridge, PhD, CPA, is an assistant professor
in the department of accountancy at Northern Illinois Univeristy,
DeKalb, Ill.
Amanda Schroeder is a staff accountant in
the Indianapolis office of Deloitte & Touche.
Erin Wagoner is a staff accountant with the
CPA firm of Katz, Sapper, & Miller, Indianapolis, Ind.
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