Acquisitions, Taxes, Translations, and Derivatives
Please contact NYU IT (askit@nyu.edu, 212-998-3333) or NYU Stern IT (helpdesk@stern.nyu.edu, 212-998-0180) for all ZOOM/email/NYU Brightspace/Admin/CapitalIQ issues. Please do not copy/contact me regarding such issues. If NYU/Stern support cannot help you, please contact Student Affairs/Dean's office. All emails are sent to the email address in the NYU Brightspace roster. NYU Brightspace lists @nyu.edu email for some of you and @stern.nyu.edu email for others. This mess is beyond my control. Please contact NYU/Stern support to learn how to read/forward/check spam for @nyu.edu and @stern.nyu.edu accounts. Students do not realize that they are logged in as a Stern student and think they are checking their NYU email when they are still checking NYU Stern's email. Please use a new browser to ensure that you check NYU's email. Do not write to Almaris or me if you are not getting Almaris emails sent to the NYU email address because this issue is between NYU and you.
This course [ACCT-GB.3330] is offered only once in spring to MS in Accounting students.
Overview
This advanced course is part of the NYU Stern MS in Accounting program. It will teach you the following topics that are crucial for a graduate degree in accounting. Learning these topics will be intense, but the knowledge gained will be highly useful in your career.
- Accounting for income taxes [ASC 740]
- Accounting for business combinations [ASC 805]
- Consolidations [ASC 810]
- Foreign operations [ASC 830]
- Derivatives [ASC 815]
Help and Office
Materials
- I use my materials. Therefore, there is no required textbook, and you need not purchase anything.
Assignments
- All assignments are mandatory. I will email you once the assignments are ready. You will then get an email from Almaris with your user id and password. Login to view the online assignments at http://www.almaris.com/assess/. The email is sent to the email official Stern email. The Almaris password is different from the Stern password. You can retrieve the password at any time by entering your official email (no aliases) and leaving the password blank.
- You can learn concepts from others, but you must work on the actual
assignment alone. You may be called upon in class to explain your answer to the assignments.
- I might update the deadlines as the course progresses. The deadlines shown at Almaris are the correct deadlines. NO EXTENSIONS will be granted for any reason except medical or family emergencies. If you have religious or personal conflicts, submit the assignments early. The related materials are covered well in advance of the assignments. Please do not email me to request extensions unless you have a medical or family emergency. Some assignments are short; others are long. Please manage your time.
- Assignments are marked “late” if you do not meet or exceed the passing score described below before the deadline. There is no additional penalty for lateness other than the low score.
- I set the passing score at 100% if you should ace the assignment. However, you do not "fail" the assignment if you do not ace it. Whatever you get on your last attempt is your final score.
- Almaris is offering these tests to Stern at no charge since I am a co-founder of Almaris.
- Almaris staff is not authorized to extend deadlines under any circumstances. Only my TAs can do that. Almaris staff will reply to your emails only if they pertain to technical issues with the Almaris system. Please contact Stern IT for technical issues with your network.
Attendance and penalty for missing classes
Requiring attendance is necessary for several reasons. First, many of you misjudge how much you miss out on learning when you miss classes. It is difficult to catch up once you miss a class. Watching a video (if available) is inadequate as it is cognitively far inferior to paying attention in a classroom. Second, less than 25% of the students who miss a class watch the video (if available). As a result, they are lost in subsequent classes, which provides wrong signals to me as an instructor. Third, there is diminished classroom interaction and poorer quality of class discussion if you are absent. Fourth, you do not get enough feedback if you do not work through the questions I pose in class. Fifth, I lose the feedback on how much you are learning with fewer questions in class.
The policy below will be in effect only after the add/drop period.
Without mandatory attendance, as much as half the class can be absent. Therefore, though I dislike doing this, I penalize absences. I understand that there are valid reasons for absences. If you anticipate being absent for good reasons, please email me well in advance. You can enter "Excused" on the attendance sheet described below to avoid the penalty if I approve. If you miss a class due to emergencies and cannot tell me in advance, do not panic. Take care of the emergency first and then email me. I will permit you to change the "absent" to "excused." But, if you miss a class without a valid reason, there is a penalty, as shown below.
For sections meeting in 150-190 minute sessions, you would lose one grade (A to A-, A- to B+, B+ to B, B to B-, and so on) for EVERY missed session unless you were explicitly excused via email. Thus, if you miss two class sessions, you would lose two grades, and so on.
For sections meeting in 75-80 minute sessions, you would lose one grade (A to A-, A- to B+, B+ to B, B to B-, and so on) for EVERY TWO missed sessions unless you were explicitly excused via email. Thus, if you miss four class sessions, you would lose two grades, and so on.
Please sit in the same seat in every class and display your name tags. After entering the class, please mark yourself present in the first 20 minutes in the OneDrive sheet (link posted on OneDrive after the add/drop period is over.) You will be marked absent if you are more than 20 minutes late unless it is because of factors beyond your control (traffic, subway, interviews running late). You will also be marked absent if you leave the class early unless you have my permission or get it afterward. You will get an F in the course if you are caught cheating on the attendance sheet.
Exams and Grading
- If you have a qualified disability and require academic accommodation during this course, please contact me directly. I will arrange a separate room/time for you.
- Please read about the penalty for missing classes above.
- 50%: Almaris assignments described above: You need not get a full score on the Almaris assignments; any score above 80% is considered a passing score and will be rounded up to 100%.
- 50%: Final exam
- Your exam will consist of one or more spreadsheets. Your score on each spreadsheet will be max(attempt1, attempt2 - 7, attempt3 - 14, attempt4 - 21, attempt5 - 28).
- If you want us to grade your incomplete or incorrect spreadsheet manually, submit it within FIVE MINUTES of the end of the exam. Do not email it; look for File Exchange in the left-hand menu bar on NYU Brightspace. If you submit the spreadsheet for manual grading, you would be considered to have used up your five attempts. Therefore, your maximum score on that spreadsheet can only be 72/100 due to the penalty for multiple attempts.
Important computer tips for the final
- DO NOT WORK ON A SPREADSHEET WITHIN A BROWSER. Save the spreadsheet to your desktop, work on it, and save it periodically. If you navigate away from the spreadsheet in a browser, ALL YOUR WORK WILL BE LOST.
- Restart your computer before the exam to minimize problems.
- Bring an external mouse with a scroll wheel to speed up test-taking. Do not waste time using the trackpad or the internal mouse.
- Maximize screen space by hiding the Excel ribbon and browser menus. The more of the screen you see, the faster and more accurate you are.
- Bring a computer with as big a screen as possible.
- Organize your computer files and designate a directory where you will be saving your exam files.
- Do not get an unfamiliar computer.
- There is no midterm. There will be no in-class graded quizzes.
- Please do not schedule any travel that conflicts with the exam. I will not move the exam for you unless you have a medical or family emergency.
- A detailed document is provided in the course materials. It lists the sequence of topics, related pages from the materials, related spreadsheets, and related assignments. The outline below is a summary.
1. Deferred taxes: An introduction
We will skip this part if you are already comfortable with it based on the coverage in prior classes.
Permanent versus temporary differences
- Book income versus taxable income
- Book basis versus tax basis
- Tax paid, tax bill, current tax expense, deferred tax expense, total tax expense
- Taxes payable, uncertain tax benefit liabilities, deferred tax liabilities
- Tax refunds receivable
2. Deferred taxes: Four key examples
Taxable and deductible temporary differences
- When book revenues precede taxable revenues: Book basis versus tax basis of receivables
- When book revenues follow taxable revenues: Book basis versus tax basis of deferred revenues
- When book expenses precede tax deductions: Book basis versus tax basis of accrued expenses
- When book expenses follow tax deductions: Book basis versus tax basis of deferred expenses
- When future enacted tax rates are different
3. Deferred taxes: Intermediate issues
Accumulated other comprehensive income
- Other comprehensive income arising from available-for-sale securities
- Introduction to intra-period tax allocations
Tax credit carryforwards and tax loss carrybacks and carryforwards
- R&D credit carryforwards
- AMT credit carryforwards
- NOL carryback
- NOL carryforwards
Valuation allowance
- More-likely-than-not criterion
- Positive evidence
- Negative evidence
4. Investments
Financial investments
- Trading securities
- Available-for-sale securities
When there is no consolidation
- Cost-method investments
- Equity-method investments
Introduction to consolidation
- Voting interest entities versus variable interest entities
- A peek at variable interest entities
5. Acquisitions: An example to illustrate the overall process
On the acquisition date
- Identify the acquirer
- Determine the acquisition date
- Compute consideration paid
- Measure the fair value of assets acquired and liabilities assumed: Step-ups
- Determine if push-down or top-side accounting applies
- Compute Deferred taxes
- Derive goodwill
After acquisition date
- Increased depreciation and amortization
- Unwinding of deferred tax assets and liabilities
- Impairments
6. Acquisitions: Scope and Consideration paid
Scope of ASC 805
- Acquiring assets versus acquiring a business
- Definition of a business
- Joint ventures
- Transactions between entities under common control
- Veto rights
Consideration paid
- Components of purchase consideration
- Cash paid
- Debt assumed
- Equity issued
- Contingent consideration: Equity-classified and liability-classified earnouts
- Replacement stock awards issued to employees
- Off-market contracts
- Items that are excluded from purchase consideration
- Preexisting relationships
- Share-based payments allocated to post-acquisition services
- Transaction costs
- Premium paid
- Understanding premium over book value versus premium over market value
- Understanding control premium
7. Acquisitions: Acquired assets and liabilities
Acquired assets
- Trading, available-for-sale, and held-to-maturity securities: Difficulty of valuing Level III securities
- Receivables and allowances: Misleading days sales and allowance ratios after an acquisition
- Raw materials, work-in-process, and finished goods inventories: Misleading gross margin and days of inventory ratios after an acquisition
- PP&E: Distorted accumulated depreciation to gross PP&E ratios after an acquisition; distorted PP&E turnover after an acquisition
- Favorable leases and contracts
- Intangible assets
- Brands and trademarks
- Customer relationships
- Deferred tax assets are covered in the next section
Acquired pre-tax liabilities
- Accounts payable and accrued expenses: Misleading days payable after an acquisition
- Asset retirement obligations
- Deferred revenues: Understated future revenues, misleading days of deferred revenues
- Unfavorable leases and contracts
Deferred tax liabilities and assets
- Book basis versus tax basis in acquisitions and resulting deferred tax assets and liabilities
Goodwill
8. Acquisitions: Post-acquisition date accounting
Amortization
- Finite life assets
- Indefinite life assets other than goodwill
Impairment
- Finite life assets
- Indefinite life assets other than goodwill
- Goodwill
9. Acquisitions: Non-controlling interest
When the parent retains control
- Profits and losses
- Other comprehensive income
- Dividends
- Increases or decreases in ownership stake while still maintaining control
When the parent acquires or relinquishes control
- Acquire control: Marking the existing investments to fair value and computing the fair value of remaining non-controlling interest
- Relinquish control: De-consolidation and marking the remaining investment to fair value
10. Foreign Operations
Overview of the process
- Identify the reporting entity and its reporting currency
- Identify distinct and separable operations within the reporting entity
- Determine the functional currency of each operation
- Remeasure amounts not in functional currency to functional currency
- Translate functional currency amounts to reporting currency
Remeasurements
- Monetary assets
- Non-monetary assets
- How remeasurements affect financial ratios
Translations
- Cumulative translation adjustment
- How translations affect indirect cash flow adjustments
11. Intercompany transactions
Purchase and sale of inventory and long-lived assets
- Sale of inventory
- Sale of PP&E and intangibles
Intercompany debt
- Finite duration
- Indefinite duration
12. Introduction to derivatives
Institutional knowledge
- What are derivatives? Why are they useful?
- Forward versus futures contracts
Commonly used derivatives
- Commodity derivatives
- Foreign currency derivatives
- Interest rate derivatives
13. Hedge accounting
The five possibilities
- Forward sale agreements
- Financial instruments at fair value but not accounted for as hedges
- Fair value hedge
- Cash flow hedge
- Hedge of net investment in a foreign operation