Although the pooling-of-interests method has been abolished, M&A accounting remains an area in which analysts must be on their toes.
Companies have developed increasingly subtle strategies for exploiting the discretion afforded by the rules. Maximizing reported earnings in the post acquisition period remains a key objective.
For example, one M&A-related gambit entails the GAAP-sanctioned use, for financial reporting purposes, of an acquisition date other than the actual date on which a transaction is consummated.
Typically, companies use this discretion to simplify the closing of their books at month- or quarter- end. For example, if an acquisition agreement is completed on May 27, the acquirer may begin reporting the acquired company’s results in its own figures as of May 31.
In 1999, Navigant Consulting (formerly known as Metzler Group and unrelated to the travel management company Navigant International) exploited the acquisition-date leeway in an unusually aggressive fashion.
The utilities consulting company acquired Penta Advisory Services in mid September, but designated July 1 as the acquisition date. Following standard practice under purchase accounting rules, Navigant included Penta’s revenues in its own totals from the acquisition date forward.
Navigant’s revenue therefore received a boost for the entire third quarter, even though Penta entered the corporate fold only at the tail end of the period.
To be sure, the numbers involved were small. Penta’s trailing-12-months revenues were in the range of $5 million to $6 million, while Navigant’s 1998 sales were $348 million. Nevertheless, Merrill Lynch analyst Thatcher Thompson took management to task for shifting the acquisition date by 21⁄2 months. It was a more aggressive approach, he wrote, than he had ever previously observed under comparable circumstances.
Thompson was not the only commentator with qualms about Navigant’s merger accounting, notwithstanding its number-three ranking, at the time, on the Forbes list of the Best Small Companies in America. Other critics focused on management’s exploitation of the standards, which were later tightened up, governing the classification of acquisitions as material to overall financial results.
Under Securities and Exchange Commission rules, companies do not have to restate previous statements to reflect the revenues and earnings of acquired businesses deemed immaterial in size.
Navigant grew rapidly after going public in 1996 by making many moderate size acquisitions. Individually, the acquired consulting businesses were immaterial under GAAP, but collectively, they had a large impact on the company’s results.
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