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Creating Value Through Corporate Trade        he concept that business strategies should be judged      corporate trade wh...
ASC 845 specifically provides that, in reporting the                                                              credits ...
Situation # 2Naturally, were full realization of the trade credits not                     utilizes the trade credits. Pla...
One Blue Hill Plaza, Pearl River, NY 10965-8705 Tel: (845) 735-1700 Fax: (845) 735-1938                                   ...
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Creating Value Through Corporate Trade


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Creating Value Through Corporate Trade

  1. 1. Creating Value Through Corporate Trade he concept that business strategies should be judged corporate trade which can be distributed outside theirT by the economic value they create is commonly accepted in the business community. Companiesoften, in the ordinary course of business, inadvertently normal distribution channels. This corporate trade strategy creates incremental business and, at the same time, creates economic benefit as the trade credits are utilizedproduce some amount of excess inventory, capital goods orreal estate as technology advances, supply outpaces demand In the case of media, Active operates in the same capacity asor changes in the business environment occur relative to the media-buying department of an advertising agency. Thethe business in question. These excesses, overstocks or price of the media or other goods and services purchasedunder utilized assets are also referred to as “underperforming through Active is benchmarked to what the selling companyassets” and represent a substantial corporate value would have paid, except that when such services areopportunity that is often times suboptimized. Corporate purchased through Active, they are paid for with a combinationtrade is a strategy to create value typically in the form of cash and trade credits, at prices established by the sellingof cash savings or incremental business. Amazingly, while company and its suppliers. Thus, the utilization of the tradecorporate trade creates substantial economic benefits, it is credit creates cash savings and real value from amounts thatoften misunderstood and consequently overlooked. would otherwise have been spent. No media or other service order is ever placed without the selling company and its adIn evaluating the productivity of assets, some companies agency’s approval (in the case of advertising) and as a result,may typically dispose of their underperforming assets the services so purchased will meet all of the sellingthrough liquidation, where such companies may only realize company’s specifications.30-40% of the assets’ original value, while other companiestoday are utilizing the corporate trade strategy to realize Active charges no fees or commissions and, in the case of100% of the economic value of the assets traded. The media, Active bills the media net of an industry standardrealization of the extra 60-70% of value is huge. commission of 15% so as not to interfere with the selling company/advertising agency relationship. Further, ActiveHow Does Corporate Trade Work? provides full proof of performance, so the selling companyA corporate trade strategy involves selling the assets at their can easily ascertain that what was ordered was, in fact,original wholesale values instead of liquidation value, in the delivered. With respect to non-media goods and services,case of merchandise, or values typically 2-3 times greater the process works similarly.than the current fair market value, in the case of capital Accounting and Financial Statement Treatmentgoods or real estate, to a corporate trading company such asActive International (“Active”). Active purchases these Authoritative accounting guidance in the United States forassets utilizing its “currency” known as trade credits. corporate trading or barter is set forth in FinancialTrade credits coupled with cash (rather than 100% cash) Accounting Standards Board Accounting Standardsare then used by the selling company to purchase media, Codification, Topic 845, Non-monetary Transactions,sponsorship, printing, travel or other goods and services including Topics 845-30-17 to 20, Barter Transactions andthrough Active at the equivalent independently determined Transfers of Operating leases for Barter Credits hereinaftercash amounts that would have otherwise been spent. Thus, referred to as “ASC 845.”corporate trade creates value through cash savings. Certaincompanies have also applied a similar strategy utilizingexcess manufacturing capacity to produce a product line for
  2. 2. ASC 845 specifically provides that, in reporting the credits which are redeemable over three years (assumed exchange of a non-monetary asset for barter or trade credits, contract term) at a 75/25 (cash/trade credit) ratio or blend. In it is presumed that the fair value of the non-monetary asset this case, $4,000,000 of cumulative purchases of media, exchanged (receivables, inventory, capital equipment, real travel, printing or other goods and services would fully estate or leases) is more clearly evident than the fair value of utilize the trade credits. the barter or trade credits received. Further, assume the company has annual media expenditures The barter or trade credits should generally be reported at the totaling over $10,000,000 and, for simplicity purposes, the fair value of the asset exchanged; however, this trade credits are utilized equally over the three years against presumption might be overcome if an entity can convert the future media purchases. barter credits into cash in the near-term, as evidenced by Situation # 1 historical practice of converting barter credits into cash shortly after receipt, or if independent quoted market prices Since reasonable assurance exists that the trade credits will exist for items to be received upon exchange of the barter be utilized, the company recognizes at the outset of the credits. It should also be presumed that the fair value of the transaction a prepaid expense in the amount of $1,000,000 non-monetary asset does not exceed its carrying amount and relieves its inventory account by a like amount. In unless there is persuasive evidence supporting a higher value. essence, the company has exchanged its under-performing asset to pay for future media. The figure below summarizes To the extent that utilization of the trade or barter credits is the financial aspect of corporate trade over a three-year reasonably assured1 so that the client company would realize contract period. the full economic benefit of the barter credit, an impairment Financial Impact of Trade (In Thousands) on the non-monetary assets exchanged may not be required. (Figure 1) At Contract Cumulative Generally, the barter or trade credits are carried as a prepaid Signing Date Year 1 Year 2 Year 3 Totals expense on the client company’s balance sheet. In effect, the Cash Outlay $1,000 $1,000 $3,000 N/A $1,000 traded asset is reclassified from inventory to prepaid expense at its fair value, up to its historical carrying value, Prepaid Asset after determining the reasonable assurance level of whether Amortization N/A $333 $333 $334 $1,000 the trade credits will be utilized. Expense Any impairment on the barter credits should be recognized Balance Sheet if (1) it subsequently becomes apparent that the fair value of Prepaid $1,000 $667 $334 N/A N/A any remaining credits is less than the carrying amount or (2) Account it is probable that the enterprise will not use all of the remaining barter credits. From the client company’s perspective, the benefits of the transaction are to create value through cash savings that Since the valuation process is somewhat subjective in otherwise would be lost if an immediate liquidation strategy nature in assessing values under ASC 845, the accounting was followed for this asset. Net, net as noted below, treatment of a corporate trading transaction may vary from $600,000 of value is created. company to company. Accordingly, interested parties should consult with their respective outside accountants to determine The Economic Benefits of the Transaction the appropriateness of the suggested accounting treatment. (Figure 2) The example, which follows, illustrates a common or typical Cost of Goods and Other arrangement relative to the points described above. Other Services, at Benchmark structures and arrangements may exist in practice which the Prices, to be Acquired $ 4,000,000 trading company could design to meet a specific client’s objective. Consideration Given Up for Example, Facts and Assumptions Goods and Services: Cash Component $ 3,000,000 Assume that a company sells an underperforming asset to the Fair Market Value of Inventory 400,000 trading company with a carrying or book value of $1,000,000 Total Consideration 3,400,000 and a market value of $400,000 for $1,000,000 in trade Value and Cash Savings Created $ 600,0001. Reasonably Assured – While not specifically defined in accounting literature, the concept of reasonable assurance generally refers to a probability threshold or standard of "more likely than not" up to the thresholdof "likely." Reasonable assurance is generally viewed as a likelihood of 55% to 80% probability, but not as high as "virtually assured," i.e., over 95% probability. Reasonable assurance may also be viewed as estab-lishing a sufficient basis that can be generally relied upon. 2
  3. 3. Situation # 2Naturally, were full realization of the trade credits not utilizes the trade credits. Planned expenditures, asassured at the outset of the transaction, then the economic documented in corporate and operating divisional budgets,benefit of the trade credit would be realized as the trade should reflect the planned utilization of trade credits in ordercredit was utilized. Accordingly, the prepaid expense would to maintain budgetary control over the related expendituresbe recognized at the outset of the transaction at the fair value and trade credits to be utilized. In this manner, when actualof the asset exchanged or sold. Were this asset carried at a expenditures are compared to planned expenditures, thevalue greater than fair value, then the asset would be written operating unit realizes a portion of the economic benefit ofdown to fair value. the trade credits as the trade credits are utilized, while at the same time, budgetary control over the related expenditures isIn this case, the asset in question would be written down to its maintained and the operating unit is appropriately motivated.fair value, $400,000. Inventory would be sold to the corporatetrade company for $1,000,000 in trade credits and a prepaid Conclusionexpense for $400,000 would be reflected by the client compa- Corporate trading creates value and is easily applied. Thisny. The financial impact with these facts are summarized financial technique will recover substantially greaterbelow. economic benefit of underperforming assets rather than theFinancial Impact of Trade (In Thousands) 30%-40% typically achieved through liquidation. Key(Figure 3) issues at the outset across most, if not all, industries of a transaction are: At Contract Cumulative Signing Date Year 1 Year 2 Year 3 Totals N/A $1,000 $1,000 $1,000 $3,000 Can trade credits be easily retired? Cash Outlay Prepaid Are you satisfied with the scale and depth of the trading Asset N/A $133 $133 $134 $400 company and does it include a successful track record of Amortization Expense retiring trade credits over the last five years? Balance Is proof-of-performance accompanied by affidavits and Sheet $400 $267 $134 N/A N/A post-buy analysis in the case of media routinely provided? Prepaid Account Does the trading company possess the ability to provide complete, professional, in-house media staff withWhile the amount of the prepaid expense to be recognized agency-trained buyers who have sufficient experience?would be different, the general economic benefits of thetransaction, as previously noted (Figure 2), remains the Are the purchases of goods and services at the samesame, except that the value created is reflected in the income quality and at the same price that would otherwiseand cash flow statements as the trade credits are utilized. be purchased?Intracompany Trade Credit Utilization Are sufficient and appropriate fulfillment inventories or capacities maintained to satisfy anticipatedSome companies reflect the acquisition of trade credits client needs?(prepaid marketing) as a corporate asset. As the trade creditsare utilized by the other operating divisions, the marketing Does a demonstrated ability to re-market merchandise,expense incurred by those divisions may be at the amount real estate and capital goods to specified end-that would otherwise have been incurred on a 100% cash users exist?basis, i.e., the benefit of the utilization of the trade credit isreflected at the corporate level, not at the operating level. In For More information, Please contact:this manner, control over operating budgets may bemaintained, but unfortunately, the operating unit is not Richard E.Vendigsufficiently motivated to utilize the trade credit as it does Executive Vice Presidentnot realize any trade credit utilization benefit. Chief Financial & Administrative Officer, SecretaryAccordingly, to properly motivate those divisions who can Active Internationalpositively accelerate trade credit utilization as well as realize Tel: (845) 732-8750the full value of the trade credits, the trade credits’ economic Fax: (845) 735-1774benefit should be shared with the operating division which 3
  4. 4. One Blue Hill Plaza, Pearl River, NY 10965-8705 Tel: (845) 735-1700 Fax: (845) 735-1938 05.05.11B u d a p e s t • D ü s s e l d o r f • L o n d o n • M e x i c o C i t y • N e w Yo r k • P a r i s • S ã o P a u l o • S y d n e y • To r o n t o • W a r s a w