Disclosure Questionnaire

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					                                                                                   Date: _________________
                                                                                   Prepared By: ___________


                         Disclosure Checklist– FASB Statements 141 and 142
                        Business Combinations, Goodwill and Intangible Assets


The following disclosure checklist is designed to ensure that all parties developing information for the financial
statements, or auditing the financial statements are making complete disclosures in accordance with FASB
Statements 141 & 142. In addition, a column related to valuation issues (VAL) has been included to identify the
items that also need to be reconciled to the work papers of the independent valuation firm.


                           FASB Statement 141
                           The following are taken from Paragraphs 51 through 58 of FASB Statement 141.


  Disclosed
 Y N N/A VAL


                           Disclosures in Financial Statements

                           51. The notes to the financial statements of a combined entity shall disclose the
                               following information in the period in which a material business combination is
                               completed:

___ ___ ___                      a.   The name and a brief description of the acquired entity and the percentage of
                                      voting equity interests acquired.

___ ___ ___         √            b.   The primary reasons for the acquisition, including a description of the factors
                                      that contributed to a purchase price that results in
                                      recognition of goodwill.

___ ___ ___                      c.   The period for which the results of operations of the acquired entity are
                                      included in the income statement of the combined
                                      entity.

___ ___ ___         √            d. The cost of the acquired entity and, if applicable, the number of shares of
                                    equity interests (such as common shares, preferred shares, or partnership
                                    interests) issued or issuable, the value assigned to those interests, and the basis
                                    for determining that value.

___ ___ ___        √             e.   A condensed balance sheet disclosing the amount assigned to each major asset
                                      and liability caption of the acquired entity at the acquisition date.

___ ___ ___                      f.   Contingent payments, options, or commitments specified in the acquisition
                                      agreement and the accounting treatment that will be followed should any such
                                      contingency occur.

___ ___ ___         √            g.   The amount of purchased research and development assets
                                      acquired and written off in the period (refer to Paragraph 42) and
                                      the line item in the income statement in which the amounts
                                      written off are aggregated.




The Financial Valuation Group                                                                       Page 1 of 8
www.fvginternational.com                                                              Revised, January 28, 2002
                         Disclosure Checklist – FASB Statements 141 and 142
                        Business Combinations, Goodwill and Intangible Assets

     Disclosed
    Y N N/A VAL

___ ___ ___         √             h.   For any purchase price allocation that has not been finalized, that
                                       fact and the reasons therefor. In subsequent periods, the nature
                                       and amount of any material adjustments made to the initial
                                       allocation of the purchase price shall be disclosed.


                           52.    The notes to the financial statements also shall disclose the
                                  following information in the period in which a material business
                                  combination is completed if the amounts assigned to goodwill or to
                                  other intangible assets acquired are significant in relation to the
                                  total cost of the acquired entity:

                                  a. For intangible assets subject to amortization:

___ ___ ___         √                  (1) The total amount assigned and the amount assigned to any
                                           major intangible asset class.

___ ___ ___         √                  (2) The amount of any significant residual value, in total and
                                           by major intangible asset class.

___ ___ ___                            (3) The weighted-average amortization period, in total and by
                                           major intangible asset class.

___ ___ ___         √             b. For intangible assets not subject to amortization, the total amount
                                      assigned and the amount assigned to any major intangible asset
                                      class.

                                  c. For goodwill:

___ ___ ___         √                  (1) The total amount of goodwill and the amount that is expected
                                           to be deductible for tax purposes.

___ ___ ___         √                  (2) The amount of goodwill by reportable segment (if the
                                           combined entity is required to disclose segment information
                                           in accordance with FASB Statement 131, Disclosures
                                           about Segments of an Enterprise and Related Information),
                                           unless not practicable.1

                           53.    The notes to the financial statements shall disclose the following
                                  information if a series of individually immaterial business
                                  combinations completed during the period are material in the
                                  aggregate:

___ ___ ___         √             a.   The number of entities acquired and a brief description of
                                       those entities.




1
 For example, it would not be practicable to disclose this information if the assignment of goodwill to reporting units
(as required by Statement 142) has not been completed as of the date the financial statements are issued.

The Financial Valuation Group                                                                        Page 2 of 8
www.fvginternational.com                                                               Revised, January 28, 2002
                   Disclosure Checklist – FASB Statements 141 and 142
                  Business Combinations, Goodwill and Intangible Assets

  Disclosed
 Y N N/A VAL

___ ___ ___   √            b.   The aggregate cost of the acquired entities, the number of
                                equity interests (such as common shares, preferred shares,
                                or partnership interests) issued or issuable, and the value
                                assigned to those interests.

___ ___ ___                c.   The aggregate amount of any contingent payments, options, or
                                commitments and the accounting treatment that will be followed
                                should any such contingency occur (if potentially significant in
                                relation to the aggregate cost of the acquired entities).

___ ___ ___   √            d.   The information described in Paragraph 52 if the aggregate
                                amount assigned to goodwill or to other intangible assets
                                acquired is significant in relation to the aggregate cost of the
                                acquired entities.

                     54.   If the combined entity is a public business enterprise, the notes to the
                           financial statements shall include the following supplemental
                           information on a pro forma basis for the period in which a material
                           business combination occurs (or for the period in which a series of
                           individually immaterial business combinations occur that are
                           material in the aggregate):

___ ___ ___                a.   Results of operations for the current period as though the
                                business combination or combinations had been completed at the
                                beginning of the period, unless the acquisition was at or near the
                                beginning of the period.

___ ___ ___                b.   Results of operations for the comparable prior period as though
                                the business combination or combinations had been completed at
                                the beginning of that period if comparative financial statements
                                are presented.

                     55.   The supplemental pro forma information shall display:

___ ___ ___                a.   At a minimum, revenue, income before extraordinary items and
                                the cumulative effect of accounting changes, net income, and
                                earnings per share.

___ ___ ___                b.   In determining the pro forma amounts, income taxes, interest
                                expense, preferred share dividends, and depreciation and
                                amortization of assets shall be adjusted to the accounting base
                                recognized for each in recording the combination.

___ ___ ___                c.   Pro forma information related to results of operations of periods
                                prior to the combination shall be limited to the results of
                                operations for the immediately preceding period.




The Financial Valuation Group                                                                  Page 3 of 8
www.fvginternational.com                                                         Revised, January 28, 2002
                   Disclosure Checklist – FASB Statements 141 and 142
                  Business Combinations, Goodwill and Intangible Assets

  Disclosed
 Y N N/A VAL

___ ___ ___                d.   Disclosure also shall be made of the nature and amount of any
                                material, nonrecurring items included in the reported pro forma
                                results of operations.

                     56.   In regards to extraordinary gains:

___ ___ ___                a.   In the period in which an extraordinary gain is recognized related
                                to a business combination (Paragraphs 45 and 46), the following
                                main captions should appear in an income statement:

                                Extraordinary items (less applicable income taxes of $ --- ) (Note --- )
                                Net income

___ ___ ___                b.   The caption “extraordinary items” should be used to identify
                                separately the effects of events and transactions, other than the
                                disposal of a segment of a business, that meet the criteria for
                                classification as extraordinary.

___ ___ ___                c.   Descriptive captions and the amounts for individual
                                extraordinary events or transactions should be presented,
                                preferably on the face of the income statement, if practicable;
                                otherwise disclosure in related notes is acceptable.

___ ___ ___                d.   The nature of an extraordinary event or transaction and the
                                principal items entering into the determination of an
                                extraordinary gain or loss should be described.

___ ___ ___                e.   The income taxes applicable to extraordinary items should be
                                disclosed on the face of the income statement; alternatively,
                                disclosure in the related notes is acceptable (paragraph 11 of
                                APB Opinion 30).

___ ___ ___   √      57.   The notes to the financial statements also shall disclose the
                           information required by Paragraphs 51 and 52 if a material business
                           combination is completed after the balance sheet date but before the
                           financial statements are issued (unless not practicable).


                           Disclosures in Interim Financial Information


                     58.   The summarized interim financial information of a public business
                           enterprise shall disclose the following information if a material
                           business combination is completed during the current year up to the
                           date of the most recent interim statement of financial position
                           presented:

___ ___ ___                a.   The information described in Paragraph 51(a)–(d).




The Financial Valuation Group                                                                 Page 4 of 8
www.fvginternational.com                                                        Revised, January 28, 2002
                   Disclosure Checklist – FASB Statements 141 and 142
                  Business Combinations, Goodwill and Intangible Assets

 Disclosed
Y N N/A VAL

___ ___ ___                b.   Supplemental pro forma information that discloses the results of
                                operations for the current interim period and the current year up
                                to the date of the most recent interim statement of financial
                                position presented (and for the corresponding periods in the
                                preceding year) as though the business combination had been
                                completed as of the beginning of the period being reported on.
                                That pro forma information shall display, at a minimum, revenue, income
                                before extraordinary items and the cumulative effect of accounting changes
                                (including those on an interim basis), net income, and earnings per share.

___ ___ ___                c.   The nature and amount of any material, nonrecurring items
                                included in the reported pro forma results of operations.


                     FASB Statement 142 Disclosures
                     The following are taken from Paragraphs 42 through 47 and 60 through 61 of FASB
                     Statement 142.

                     42. Intangible Assets

___ ___ ___   √            a.   Intangible assets presented as a separate line item(s) in the
                                statement of financial position.

___ ___ ___   √            b.   Amortization expense and impairment losses for intangible assets
                                presented within continuing operations line items in the income
                                statement.

                     43. Goodwill

___ ___ ___   √            a.   The aggregate amount of goodwill presented as a separate line
                                item in the statement of financial position.

___ ___ ___   √            b.   The aggregate amount of impairment losses presented as a
                                separate line item in the income statement within income from
                                continuing operations, unless a goodwill impairment loss is
                                associated with a discontinued operation.

___ ___ ___   √            c.   A goodwill impairment loss associated with a discontinued
                                operation should be included on a net-of-tax basis within the
                                results of discontinued operations.

                     Disclosures in Financial Statements in the Period of Acquisition

                     44. For intangible assets acquired either individually or with a group of
                         assets, the following information shall be disclosed in the notes to the
                         financial statements in the period of acquisition:




The Financial Valuation Group                                                                  Page 5 of 8
www.fvginternational.com                                                         Revised, January 28, 2002
                   Disclosure Checklist – FASB Statements 141 and 142
                  Business Combinations, Goodwill and Intangible Assets

 Disclosed
Y N N/A VAL

                           a. For intangible assets subject to amortization:

___ ___ ___   √                 (1) The total amount assigned and the amount assigned to any
                                     major intangible asset class.

___ ___ ___   √                 (2) The amount of any significant residual value, in total and by
                                    major intangible asset class.

___ ___ ___                     (3) The weighted-average amortization period, in total and by
                                     major intangible asset class.

___ ___ ___   √            b. For intangible assets not subject to amortization, the total amount
                              assigned and the amount assigned to any major intangible asset
                              class.

___ ___ ___   √            c. The amount of research and development assets acquired and
                              written off in the period and the line item in the income statement
                              in which the amounts written off are aggregated.


                     Disclosures in Financial Statements for Each Period Presented

                     45.   The following information shall be disclosed in the financial
                           statements or the notes to the financial statements for each period for
                           which a statement of financial position is presented:

                           a.   For intangible assets subject to amortization:

___ ___ ___   √                 (1) The gross carrying amount and accumulated amortization,
                                    in total and by major intangible asset class.

___ ___ ___                     (2) The aggregate amortization expense for the period.

___ ___ ___                     (3) The estimated aggregate amortization expense for each of
                                    the five succeeding fiscal years.

___ ___ ___   √            b. For intangible assets not subject to amortization, the total
                              carrying amount and the carrying amount for each major
                              intangible asset class.

                           c. The changes in the carrying amount of goodwill during the
                              period including:

___ ___ ___   √                  (1) The aggregate amount of goodwill acquired.

___ ___ ___   √                  (2) The aggregate amount of impairment losses recognized.

___ ___ ___   √                  (3) The amount of goodwill included in the gain or loss on
                                     disposal of all or a portion of a reporting unit.



The Financial Valuation Group                                                                  Page 6 of 8
www.fvginternational.com                                                         Revised, January 28, 2002
                   Disclosure Checklist – FASB Statements 141 and 142
                  Business Combinations, Goodwill and Intangible Assets

 Disclosed
Y N N/A VAL
___ ___ ___                Entities that report segment information in accordance with Statement 131 shall
                           provide the above information about goodwill in total and for each reportable
                           segment and shall disclose any significant changes in the allocation of goodwill by
                           reportable segment. If any portion of goodwill has not yet been allocated to a
                           reporting unit at the date the financial statements are issued, that unallocated
                           amount and the reasons for not allocating that amount shall be disclosed.

                     46.   For each impairment loss recognized related to an intangible asset,
                           the following information shall be disclosed in the notes to the
                           financial statements that include the period in which the impairment
                           loss is recognized:

___ ___ ___   √            a. A description of the impaired intangible asset and the facts and
                              circumstances leading to the impairment.

___ ___ ___   √            b. The amount of the impairment loss and the method for
                              determining fair value.

___ ___ ___                c. The caption in the income statement or the statement of activities
                              in which the impairment loss is aggregated.

___ ___ ___                d. If applicable, the segment in which the impaired intangible asset
                              is reported under Statement 131.

                     47.   For each goodwill impairment loss recognized, the following
                           information shall be disclosed in the notes to the financial statements
                           that include the period in which the impairment loss is recognized:

___ ___ ___   √            a.   A description of the facts and circumstances leading to the
                                impairment.

___ ___ ___   √            b.   The amount of the impairment loss and the method of
                                determining the fair value of the associated reporting unit
                                whether based on quoted market prices, prices of comparable
                                businesses, a present value or other valuation technique, or a
                                combination thereof).

___ ___ ___   √            c.   If a recognized impairment loss is an estimate that has not yet
                                been finalized (refer to Paragraph 22), that fact and the reasons
                                therefore and, in subsequent periods, the nature and amount of
                                any significant adjustments made to the initial estimate of the
                                impairment loss.

                     Transitional Disclosures

___ ___ ___   √      60.   Upon completion of the first step of the transitional goodwill
                           impairment test, the reportable segment or segments in which an
                           impairment loss might have to be recognized and the period in which
                           that potential loss will be measured shall be disclosed in any interim
                           financial information.




The Financial Valuation Group                                                                 Page 7 of 8
www.fvginternational.com                                                        Revised, January 28, 2002
                   Disclosure Checklist – FASB Statements 141 and 142
                  Business Combinations, Goodwill and Intangible Assets

 Disclosed
Y N N/A VAL

                     61.   In the period of initial application and thereafter until goodwill and
                           all other intangible assets have been accounted for in accordance with
                           this Statement in all periods presented, the following information
                           shall be displayed either on the face of the income statement or in the
                           notes to the financial statements:

___ ___ ___                a.   Income before extraordinary items and net income for all periods
                                presented adjusted to exclude amortization expense (including
                                any related tax effects) recognized in those periods related to
                                goodwill.

___ ___ ___   √            b    Intangible assets that are no longer being amortized.

___ ___ ___                c.   Any deferred credit related to an excess over cost (amortized in
                                accordance with Opinion 16), and equity method goodwill.

___ ___ ___                d.   The adjusted income before extraordinary items and net income
                                also shall reflect any adjustments for changes in amortization
                                periods for intangible assets that will continue to be amortized as
                                a result of initially applying this Statement (including any related
                                tax effects).

___ ___ ___                e.   The notes to the financial statements shall disclose a
                                reconciliation of reported net income to the adjusted net income.

___ ___ ___                f.   Adjusted earnings-per-share amounts for all periods presented
                                may be presented either on the face of the income statement or in
                                the notes to the financial statements.

                     Disclosure of Recently Issued Accounting Standards

                     SEC Staff accounting Bulletin 74 ( SAB Topic 11:M) requires disclosure in
                     Management’s Discussion and Analysis (MD&A) of the impact recently issued
                     accounting standards will have on the financial statements when adopted. MD&A and
                     notes to the financial statements should generally include:

___ ___ ___                1. A brief description of the new standard, the date that adoption is
                              required and the date that the registrant plans to adopt, if earlier.

___ ___ ___                2. A description of the methods of adoption allowed by the standard
                              and the method expected to be utilized by registrant, if
                              determined.

___ ___ ___                3. A discussion of the impact that adoption of the standard is
                              expected to have on the financial statements of the registrant,
                              unless not known or reasonably estimable. In that case, a
                              statement to that effect may be made.

___ ___ ___                4. Disclosure of the potential impact of other significant matters that
                              the registrant believes might result from the adoption of the
                              standard (such as technical violations of debt covenant
                              agreements, planned or intended changes in business practices,
                              etc.) is encouraged.

The Financial Valuation Group                                                                  Page 8 of 8
www.fvginternational.com                                                         Revised, January 28, 2002

				
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