Fleet’s Choice Of Pooling–Shortlived for banks?

The financial engineers behind the recently announced merger between Fleet Financial Group and BankBoston Corp.have chosen the pooling method of accounting, which avoids the creation of goodwill and any unsightly recurring charges to earnings. That probably wouldn’t be possible, however, if the Financial Accounting Standards Board’s current proposal to account for business combinations comes to fruition.

FASB is dealing with the question of when merging institutions must choose the pooling or purchase methods of accounting in the last week of March or first of April. However, FASB representatives have clearly stated that the standard setter is seeking to better harmonize accounting rules worldwide, and that bodes for much tighter restrictions on the use of pooling. International accounting standard setters generally permit pooling only when institutions are very close in size in terms of market capitalization. Fleet’s market cap, at about $23 billion last week, is nearly twice BankBoston’s at $13 billion.

"It’s hard to say because FASB hasn’t addressed the question yet, but it seems likely that pooling wouldn’t be permitted in this case," said Robert Willens, Lehman Brother’s accounting expert.

Assuming the newly merged bank, to be called Fleet Boston Corp., is denied the pooling method of accounting and must resort to the purchase method, the proposed standard would result in approximately $11 billion in goodwill. BankBoston Controller Terry Jefferson estimated that separating straight goodwill and core deposit intangibles, and then merging their typical 25-year and seven-year lives, respectively, would result in an average life of 15 years. Dividing that into a total of $11 billion in goodwill would result in a $733 million hit to earnings each year under current accounting. That hit would increase at least slightly for banks under the proposal because it presumes goodwill to have a life of 10 years or less, and sets a cap of 20 years, down from 25 years today. Other companies have a 40-year cap today, which under the proposal would double amortization in many cases.

The good side of being forced to use purchase method of accounting, however, is that it would give the new bank about $16 billion to reinvest in other business or stock repurchases, with restrictions on capital management.

There are complications, however. The proposal requires the merged entity to measure the value and useful lives of the various intangibles–such as brand, customer lists, trademarks, core deposits–and amortize them accordingly. Kim Petrone, FASB’s project manager, explained that there is more flexibility with intangibles, and that some may have lives over 20 years, or even indefinite lives eliminating the need for amortization all together–"If you can presume indefinite renewal, and there’s an observable market–like an FCC license–then you wouldn’t have to amortize it," she said.

Accounting sources fretted, however, that the proposal, particularly with respect to intangibles, not only may be difficult and burdensome to implement, but perhaps impossible.

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