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ACCUMULATED ADJUSTMENT ACCOUNT (AAA) under Section 1368(e)(1) of the IRS Code provides that the term 'accumulated adjustment account' (AAA) means an account of the S corporation which is adjusted for the S period in a manner similar to the adjustments under 1367 (except that no adjustment shall be made for income (and related expenses) which is exempt from tax under title 26 and the phrase '(but not below)' shall be disregarded in 1367(b)(2)(A)) and no adjustment shall be made for Federal taxes attributable to any taxable year in which the corporation was a C corporation.

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GOVERNMENTAL ACCOUNTING STANDARDS BOARD (GASB) is a nonprofit organization responsible for establishing and improving accounting and financial reporting standards for governmental units.

GOODWILL is that intangible possession which enables a business to continue to earn a profit that is in excess of the normal or basic rate of profit earned by other businesses of similar type. The goodwill of a business may be due to a particularly favorable location, its reputation in the community, or the quality of its employer and employees. The evidence that goodwill exists is the proven ability to earn excess profits. Goodwill is created on the books of a newly purchased company to the extent that the purchase price of the company is greater than the value of its net tangible assets. There are a number of methods for valuing goodwill: a. Simple Capitalization - The net profit of the business is capitalized to determine the total value of the business. The value of all the tangible assets is subtracted from the total value to establish the value of the intangible assets, or goodwill. b. Excess Earnings - the amount of earnings that are in excess of those normally earned by a similar business are capitalized to determine the value of goodwill. c. Income Tax Method - The past five years net income is averaged and a reasonable expected rate of return for tangible assets and salary requirements are subtracted. The resulting value is then capitalized to arrive at the goodwill value. d. Market Value - The price a willing seller would accept and a willing buyer would pay for goodwill. e. Buy /Sell Agreement - The value of goodwill is established by a formula in the buy/ sell agreement. f. Rule of Thumb - Goodwill is worth one years gross income.

A firm that shows increasing goodwill over a multi-year period likely has a sustainable competitive advantage.

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