企业会计准则动态2018年第9期刊登了企业会计准则咨询委员会咨询委员针对会计准则咨询论坛中的“商誉及其减值”议题文件的反馈意见观点摘编,这本是专业领域讨论的观点摘编,却平地起风云,被相关媒体、“专家”无限解读。很快该关于商誉摊销与减值观点的讨论主体从会计准则咨询委员会“被”上升为会计准则委员会甚至上升到财政部的高度,相关的观点更“被”解读为“商誉改减值为摊销”,甚至开始讨论如果执行摊销会对资本市场有何影响…..
2019年1月8日,会计准则委员会及时发布了《关于咨询委员就商誉会计处理研讨意见的说明》,以专业的方式终止了这一场并不专业的媒体热炒,指出“这些反馈意见的观点仅是咨询委员们针对有关会议文件发表的专家研讨意见。请各有关单位和企业按照我国企业会计准则的现行要求对商誉做好相关会计处理。”
在为会计准则委员会及时出手“辟谣”的作法叫好的同时,我们需要反思为什么财经界、会计界会就此事平地起风云、大谈特赞商誉摊销的好处和改回摊销的必要性?有感于此,本人拟结合CVI团队研究的成果,将过去十几年研究和从事合并成本分摊(PPA)、商誉减值等财报目的估值业务的成果进行整理,就商誉及其估值展开系列讨论。
现在讨论商誉是否应当恢复摊销作法似有复古之意。先哲有言:不要因为走太远,而忘了为什么出发。然而历史总是不断重复,人们总是习惯于遗忘。本人认为倒是有必要回顾一下18年前会计界为什么放弃了商誉的摊销方式,改为采用当前“被质疑的”商誉减值方式。让我们也冷静地看一下当初做出这种决策和选择的基础是否已发生变化,在此基础上再讨论是否有必要进行变更可能会更有务实的意义。
2019年1月18日,中国会计报刊出本人的短文《从历史变革角度认识商誉减值》,该文是近期整理的关于商誉的系列讨论的一部分内容,由于篇幅等原因,主要讨论了关于142号准则的部分史料,旨在先从历史回放的角度回顾一下十多年前美国、国际及中国会计准则中为何将传统的商誉摊销方式改为商誉减值,其余讨论将在今后陆续奉上。
为配合此短文,本次先呈上2001年美国FASB制定《142号准则—商誉和其他无形资产》时配发的说明文件,供相关朋友阅读、回顾后,再做进一步讨论。需要特别指出的是,FASB发布142号准则时的说明文件十分精彩,用很短的篇幅以高度浓缩的方式对传统商誉摊销方式所存在的弊端进行了批判,对所引进的商誉减值方式的必要性与合理性进行了阐释,其中关于新旧处理方式下对并购商誉的认识角度(stand-alone entity还是combined entity)、商誉是否属于wastingassets的认识、对财务报告使用者的关注等观点尤为精彩,在当前的这场讨论尤其具有重要的理论和现实意义。当前所有关注商誉问题的人及所有参与讨论的人有必要好好品味此历史文献,并在提出任何观点之前反问一下自己:当初引进商誉减值的理论基础和认识在今天是否已经彻底被颠覆了?当初被否定的商誉摊销的弊端当今是否就不存在了?被放弃的商誉摊销方式就真地像很多人想象的那样好吗?
专业的问题需要专业人士从专业的角度进行讨论,不赞成很多人或相关媒体在未进行深入研究或思考之前简单、随性地发表意见,更没必要从起哄或哗众的角度进行无谓的报道或炒作。这是本次讨论的出发点,与业内朋友们共勉。
2019年1月25日
Summary of Statement No. 142
Goodwill and Other Intangible Assets
(Issued 6/01)
Summary
This Statement addresses financialaccounting and reporting for acquired goodwill and other intangible assets andsupersedes APB Opinion No. 17, Intangible Assets. It addresseshow intangible assets that are acquired individually or with a group of otherassets (but not those acquired in a business combination) should be accountedfor in financial statements upon their acquisition. This Statement alsoaddresses how goodwill and other intangible assets should be accounted forafter they have been initially recognized in the financial statements.
Reasons for Issuing This Statement
Analysts and other users of financialstatements, as well as company managements, noted that intangible assets are anincreasingly important economic resource for many entities and are anincreasing proportion of the assets acquired in many transactions. As a result,better information about intangible assets was needed. Financial statementusers also indicated that they did not regard goodwill amortization expense asbeing useful information in analyzing investments.
Differences between This Statement andOpinion 17
This Statement changes the unit of accountfor goodwill and takes a very different approach to how goodwill and otherintangible assets are accounted for subsequent to their initial recognition.Because goodwill and some intangible assets will no longer be amortized, thereported amounts of goodwill and intangible assets (as well as total assets)will not decrease at the same time and in the same manner as under previousstandards. There may be more volatility in reported income than under previousstandards because impairment losses are likely to occur irregularly and invarying amounts.
This Statement changes the subsequentaccounting for goodwill and other intangible assets in the followingsignificant respects:
Acquiring entities usually integrate acquired entities into their operations, and thus the acquirers’ expectations of benefits from the resulting synergies usually are reflected in the premium that they pay to acquire those entities. However, the transaction-based approach to accounting for goodwill under Opinion 17 treated the acquired entity as if it remained a stand-alone entity rather than being integrated with the acquiring entity; as a result, the portion of the premium related to expected synergies (goodwill) was not accounted for appropriately. This Statement adopts a more aggregate view of goodwill and bases the accounting for goodwill on the units of the combined entity into which an acquired entity is integrated (those units are referred to as reporting units).
Opinion 17 presumed that goodwill and all other intangible assets were wasting assets (that is, finite lived), and thus the amounts assigned to them should be amortized in determining net income; Opinion 17 also mandated an arbitrary ceiling of 40 years for that amortization. This Statement does not presume that those assets are wasting assets. Instead, goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. Intangible assets that have finite useful lives will continue to be amortized over their useful lives, but without the constraint of an arbitrary ceiling.
Previous standards provided little guidance about how to determine and measure goodwill impairment; as a result, the accounting for goodwill impairments was not consistent and not comparable and yielded information of questionable usefulness. This Statement provides specific guidance for testing goodwill for impairment. Goodwill will be tested for impairment at least annually using a two-step process that begins with an estimation of the fair value of a reporting unit. The first step is a screen for potential impairment, and the second step measures the amount of impairment, if any. However, if certain criteria are met, the requirement to test goodwill for impairment annually can be satisfied without a remeasurement of the fair value of a reporting unit.
In addition, this Statement provides specific guidance on testing intangible assets that will not be amortized for impairment and thus removes those intangible assets from the scope of other impairment guidance. Intangible assets that are not amortized will be tested for impairment at least annually by comparing the fair values of those assets with their recorded amounts.
This Statement requires disclosure of information about goodwill and other intangible assets in the years subsequent to their acquisition that was not previously required. Required disclosures include information about the changes in the carrying amount of goodwill from period to period (in the aggregate and by reportable segment), the carrying amount of intangible assets by major intangible asset class for those assets subject to amortization and for those not subject to amortization, and the estimated intangible asset amortization expense for the next five years.
This Statement carries forward withoutreconsideration the provisions of Opinion 17 related to the accounting forinternally developed intangible assets. This Statement also does not change therequirement to expense the cost of certain acquired research and developmentassets at the date of acquisition as required by FASB Statement No. 2, Accountingfor Research and Development Costs, and FASB Interpretation No.4, Applicability of FASB Statement No. 2 to Business CombinationsAccounted for by the Purchase Method.
How the Changes in This StatementImprove Financial Reporting
The changes included in this Statement willimprove financial reporting because the financial statements of entities thatacquire goodwill and other intangible assets will better reflect the underlyingeconomics of those assets. As a result, financial statement users will bebetter able to understand the investments made in those assets and thesubsequent performance of those investments. The enhanced disclosures aboutgoodwill and intangible assets subsequent to their acquisition also willprovide users with a better understanding of the expectations about and changesin those assets over time, thereby improving their ability to assess future profitabilityand cash flows.
How the Conclusions in This StatementRelate to the Conceptual Framework
The Board concluded that amortization ofgoodwill was not consistent with the concept of representational faithfulness,as discussed in FASB Concepts Statement No. 2, QualitativeCharacteristics of Accounting Information. The Board concluded thatnonamortization of goodwill coupled with impairment testing is consistentwith that concept. The appropriate balance of both relevance and reliabilityand costs and benefits also was central to the Board’s conclusion that thisStatement will improve financial reporting.
This Statement utilizes the guidance in FASB Concepts Statement No. 7, Using Cash Flow Information and PresentValue in Accounting Measurements, for estimating the fair values usedin testing both goodwill and other intangible assets that are not beingamortized for impairment.
The Effective Date of This Statement
The provisions of this Statement arerequired to be applied starting with fiscal years beginning after December 15,2001. Early application is permitted for entities with fiscal years beginningafter March 15, 2001, provided that the first interim financial statements havenot previously been issued. This Statement is required to be applied at thebeginning of an entity’s fiscal year and to be applied to all goodwill and other intangibleassets recognized in its financial statements at that date. Impairment lossesfor goodwill and indefinite-lived intangible assets that arise due to theinitial application of this Statement (resulting from a transitional impairmenttest) are to be reported as resulting from a change in accounting principle.
There are two exceptions to the date atwhich this Statement becomes effective:
Goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the nonamortization and amortization provisions of this Statement.
The provisions of this Statement will not be applicable to goodwill and other intangible assets arising from combinations between mutual enterprises or to not-for-profit organizations until the Board completes its deliberations with respect to application of the purchase method by those entities.