Hier ein sehr interessanter Text den ich heute bekam zum Thema Bilanz-Verluste anläßlich der JDSU Misere. (daher vielleicht auch die"Nichtreaktion" der Börse am Freitag auf den Riesenverlust):
Everyone's undoubtedly heard the reports about JDSU's monumental and
historic quarterly loss. Not to say whether JDSU is or isn't in dire
straits, but this"loss" raises an interesting issue and renewed debate
about how corporations account for certain transactions.
Many of the reported losses recently from companies have stemmed from taking
a charge for"asset impairment". That's not exactly what it sounds like.
Real asset impairment would include things like uninsured damage to physical
facilities or loss or intrinsic devaluation of inventory. In this case, the
asset isn't so much"impaired" as much as the company simply paid way too
much for it in the first place and they're now taking the opportunity to
take the hit during bad times and clean the garbage off their balance sheet.
Such charges have no real affect on cashflow and are essentially a kind of
virtual expense.
Here's the interesting question - did the"impaired" asset actually belong
on their balance sheet in the first place?
This is a much discussed, some would say problematic, aspect of acquisition
accounting. There are two distinctly different ways to make a corporate
acquisition - with cash or by swapping stock. In the first case, if my
company buys your company (which let's say has clearly identifiable hard
assets of $250 million) for a billion dollars, then I'll have to book the
$750 million"premium" as goodwill (an accounting euphemism for the amount
paid in excess of intrinsic value) and I'll amortize that amount over time
taking the amortization as an expense on the P&L and a resulting hit to my
bottom line earnings (and therefore earnings per share).
However, if I do the same transaction as a stock swap of $1 billion of my
company's stock for your company stock, what happens? There are naturally
some bookkeeping differences, but the net result is that I still book $750
million to goodwill and amortize it (or perhaps later write it down as a big
charge).
Here's the problem. Let's say that my company's pre-transaction market
value was $1 billion (100 million shares @ $10). When I issue your
company's shareholders another $1 billion in stock (another 100 million
shares) to do the acquisition, there is now twice as much stock outstanding.
So earnings per share are immediately cut in half. Putting $750 million on
my balance sheet as goodwill basically becomes a useless accounting fiction.
Clearly, I'd want to put the $250 million in hard asset value on my balance
sheet since that's real and has a real impact on book value/shareholder
equity. But the stock transaction has already diluted earnings per share
(and book value and every other per share metric). So what's the purpose of
having to record the $750 million premium on the balance sheet? Let alone
later having to write it off as an expense via amortization or in a one time
"asset impairment" charge?
Let's say that this quarter my company posts $200 million in pretax earnings
against outstanding stock (now doubled because of the earlier transaction)
of 200 million shares. So the company's made $1/share. But this quarter,
for a variety of reasons we realize that we overpaid for that acquired
company and decide to clean off that $750 million balance sheet fiction by
taking a one time charge. So if I now write off that $750 million like many
companies have done recently, did my company REALLY suddenly go from a $200
million quarterly profit to a $550 million loss?
It can clearly be argued that I probably screwed up and paid too high of a
premium for that company. But did I really incur a $750 million expense?
Afterall, earnings per share were already cut in half by the stock
transaction. The company's valuation should be based on the $1/share
earnings per diluted share, not the accounting fiction of a $2.25/share loss
that's merely the result of an obsolete (or at least inappropriate)
accounting procedure.
In practical terms, the premium paid in the stock swap has already been
factored into financial performance metrics (i.e., earnings per share) by
dilution due to the increase in outstanding shares. Also recording the
premium paid as goodwill and subsequently writing it off as an"expense"
merely serves to obfiscate the real financial picture of the corporation and
makes it more difficult for investors to assess its fundamentals.
Consider that by recording the $750 million as goodwill, the accountants
have actually fictionalized the company's overall book value. It's very
easy to argue that book value per share has actually gone down, but with the
$750 million on the balance sheet in addition to the extra $250 million in
real assets from the acquisition, this will be completely hidden. Note that
this fictionalization of book value happens even in a cash transaction,
that's why investors should remove goodwill and any other"virtual assets"
from the balance sheet and recompute book value when looking at company
fundamentals.
In addition, having to now book"expenses" (either regularly via
amortization or as a one time charge) to company P&L, in order to clean this
anachronistic accounting contrivance off the balance sheet, clouds the real
profit/loss picture. Suppose that by doing the stock swap transaction
outlined above, combined pretax earnings double. In that case, I've doubled
the number of shares outstanding but I've also doubled the total earnings,
so the earnings per share has remained the same even in the face of the $750
million premium paid to acquire the new company. But because I now have to
write off that premium/goodwill as an expense, the financials don't properly
reflect the P&L reality.
This is probably the only time"pro forma" results are appropriately used.
This isn't the case of management going overboard and building up excess
inventory that ultimately has to be written off as worthless or
"restructuring" or other one time charges (which are REAL expenses)
potentially resulting from potentially poor management or any of the myriad
other hard expense items that companies try to hide from shareholders by
using pro forma results. In this case, in any practical sense, the
fictional asset (i.e., goodwill) shouldn't have even been booked on the
balance sheet in the first place and the resulting expense certainly
shouldn't play a factor in evaluating financial performance - although it
might play a role in your evaluation of corporate management to the extent
that they're making bad decisions and paying too high a premium for
acquisitions (and in doing so diluting your shareholder value).
As if investors don't already have enough to deal with between
misrepresentations by corporate management and stock touts masquerading as
Wall Street analysts, they also have to try to separate the chaff from the
wheat in basic financial reports due to accounting procedures that often
inherently cloud the real picture.
BTW, don't read any of this as an absolution or justification for the JDSU
situtation. No examination of their underlying financial reports was
involved here. Their situation was merely the catalyst for this discussion
of the broader subject that impacts traders and investors.
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Mit Gruß von Wishyouluck
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