SFAS No. 141 - Business Combinations

Effective immediately, the FASB has eliminated the use of the pooling-of-interests method of accounting for business combinations. Purchase accounting will be required for future transactions.

MPI provides the following services to assist companies and their advisors in accounting for business combinations:

· Performing independent purchase price allocations;
· Identifying intangible assets to be recognized apart from goodwill (using the    contractual/legal and/or separable criterion) and establishing useful lives; and,
· Allocating the excess of cost over the fair value of acquired assets to goodwill.

SFAS No. 142 - Goodwill and Other Intangible Assets

Goodwill will no longer be amortized. Rather, goodwill and other indefinite lived intangible assets (also not subject to amortization) must be tested for possible impairment on an annual, if not more frequent, basis.

MPI provides the following services to assist companies conduct the two-part test to determine the extent to which any impairment exists:

Step One:

· Determining the fair value of reporting units for comparison with their carrying amount (book value), including goodwill. Should the fair value of the reporting unit exceed the carrying amount, no impairment is indicated. If, however, the carrying amount exceeds the fair value of the reporting unit, then impairment is indicated and step two must be performed to measure the amount of the impairment loss, if any.

Step Two:

· Performing an asset allocation of the reporting unit;

· Determining the fair value of the finite and indefinite lived intangibles (for comparison with carrying amounts); and,

· Determining the implied fair value of goodwill (the residual amount) for comparison with its carrying amount.

Annual and Interim Services: Update reporting unit fair value determinations annually or on an interim basis (as a result of a "trigger event" which may indicate possible impairment) using consistent valuation approaches and methodologies.

MPI Can Serve All Of Your Needs.

MPI is a full service business appraisal firm that has been providing independent valuation advice to corporations nationwide since 1939. Known and trusted by our clients and their advisors for providing credible, defensible gift and estate tax related valuations, MPI has also prepared hundreds of financial valuations of businesses, business interests and intangible assets in a wide variety of industries for many other purposes, including purchase price allocations, ESOPs, ERISA issues, litigation support, sale/merger and equity interest transactions, bankruptcy, marital dissolution and fairness opinions, among others. We have an exemplary track record of supporting our valuation opinions in various venues. MPI has the expertise, including deep industry and functional skills, to effectively address SFAS No. 141 and No. 142 and other complex valuation issues.

MPI stands ready to assist you and your accountants with the valuation related aspects of SFAS No. 141 and No. 142, either on a consultative basis or by providing independent valuation opinions and purchase price allocations that are thoroughly supportable and well reasoned. Our approach to SFAS No. 141 and No. 142 issues is to work closely with your accounting firm, providing valuation opinions and value added consultation and advice, as needed. With our dedicated purchase price allocation and intangible asset valuation team, MPI has the resources and experience necessary to perform business enterprise or reporting unit valuations, purchase price allocations and intangible asset valuations, as well as to offer related consulting services to assist in the accomplishment of your financial reporting compliance objectives.

MPI is committed to consistently delivering supportable valuation opinions and the highest quality documented reports to our clients. If you or your client has a need for intangible asset valuation, purchase price allocation and/or goodwill impairment valuation services, or if you would like to learn more about SFAS No. 141 and No. 142, please call or e-mail your MPI contact.

For those involved in acquisitions or divestitures, the services of MPI Securities, Inc. ("MPIS"), a NASD registered broker-dealer, may also be of interest to you. MPI Securities provides merger and acquisition advisory and private placement services to middle market companies. For information on MPI Securities, Inc., please visit the MPIS website or contact James T. Dwyer.

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