MPI. Goodwill Impairment Testing Joseph C. Hassan, CFA, ASA. Valuation Opinions & Transaction Advisory.

Transcription

1 Valuation Opinions & Transaction Advisory Goodwill Impairment Testing Joseph C. Hassan, CFA, ASA

2 What is goodwill? The Financial Accounting Standards Board ( FASB ) defines goodwill as an intangible asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Unlike individually identified and separately recognized intangible assets, goodwill is not amortized under the current accounting rules. Rather, goodwill is tested for impairment at a level of reporting referred to as a reporting unit. The goodwill impairment test is addressed in the FASB s Accounting Standards Codification ( ASC ) Topic 350 Intangibles Goodwill & Other. What is goodwill impairment? Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The fair value of goodwill can be measured only as a residual and cannot be measured directly. Therefore, ASC Topic 350 outlines a methodology for first determining whether or not goodwill impairment is indicated and, if so, next determining a reasonable estimate of the value of goodwill for the purpose of measuring an impairment loss. The aforementioned estimate is referred to as the implied fair value of goodwill. What is a reporting unit? A reporting unit is an accounting designation and, simply put, is intended to encapsulate the lowest level for which discrete financial information is available and regularly reviewed by management of the company. Current accounting rules define a reporting unit as an operating segment or one level below an operating segment (a reporting unit may be an operating segment), also known as a component. The accounting rules regarding reporting units may be found in ASC Topic 280 Segment Reporting. ASC Topic 280 generally refers to public companies; however, for goodwill impairment testing, private companies must give consideration to operating segments and reporting units. We have observed that many middle market private companies comprise only a single reporting unit (at the company level) for goodwill impairment testing purposes. When do you need a goodwill impairment test? Goodwill of a reporting unit is tested for impairment on an annual basis. The annual goodwill impairment test may be performed any time during the fiscal year provided that, once an annual test date is selected, the test is performed as of the same date every year. Current accounting rules also require that goodwill be tested for impairment between annual tests in certain circumstances, specifically if it is more likely than not that a goodwill impairment exists. Examples of factors to be considered in making a determination as to whether or not an interim impairment test is required follow: 1 ASC

3 Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity s products or services, or a regulatory or political development; Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. The factors listed above were excerpted from ASC Topic 350, which also lists additional events and circumstances which should be considered. How do I determine if goodwill impairment is indicated? The goodwill impairment test involves a two-step process. The first step of the goodwill impairment test ( Step One ) is used to identify an indication of impairment. Step One involves a determination of the fair value of the reporting unit. The determined fair value is then compared to the reporting unit s carrying amount. Although accounting rules do not clearly define the term carrying amount, we have observed that the carrying amount is generally stockholders equity at the reporting unit level. The Step One test is binary in nature. If the determined fair value of the reporting unit exceeds its carrying value, then the company passes the goodwill impairment test (i.e., goodwill is deemed to be unimpaired) and no further analysis is necessary. On the other hand, if the carrying amount of a reporting unit exceeds the determined fair value, the second step of the goodwill impairment test ( Step Two ) is performed to measure the amount of impairment loss, if any. What if my reporting unit has a negative carrying value? If the carrying amount of a reporting unit is negative, Step Two is performed to measure the amount of impairment loss, provided that it is more likely than not that a goodwill impairment exists. In considering whether it is more likely than not that impairment exists, management should evaluate whether there are adverse qualitative factors. ASC Topic C lists examples of events and circumstances that should be considered in making this assessment. In evaluating whether it is more likely than not that the goodwill of a reporting unit with a zero or negative carrying amount is impaired, an entity also should take into consideration whether there are significant differences between the carrying amount and the estimated fair value of its assets and liabilities, and the existence of significant unrecognized intangible assets. Please explain Step Two of the impairment test. Step Two of the goodwill impairment test is used to measure the amount of impairment loss. In order to measure the amount of impairment loss, the implied fair value of goodwill is determined and compared to the carrying amount of goodwill. The differential represents the impairment loss. 2 ASC C. 3 ASC A. 2

4 Goodwill is a residual asset and cannot be valued directly. Thus, Step Two involves determining the fair value of residual goodwill in the same manner that goodwill would be recognized in a business combination pursuant to guidance provided under ASC Topic 805 Business Combinations. During this process, an entity allocates the fair value of the reporting unit to all identified assets (including intangible assets) and liabilities of that unit as if the reporting unit had been acquired under a business combination. The determined value under Step One is used as the purchase consideration to allocate among the identified assets and liabilities. What are the identified intangible assets that must be considered? Broadly, the current accounting rules indicate that an asset is identifiable if it is either separable as a standalone asset or if the asset has contractual or other legal rights, regardless of whether the legal rights are transferable. ASC Topic provides examples of identified intangible assets, which are separated into five categories: Marketing-Related: Trademarks and service marks, Trade names, Brand names, Logos and other trade dress, Domain names, Non-competition agreements, etc. Customer-Related: Customer lists, customer contracts, customer relationships, order backlog. Artistic-Related: Literary works and copyrights, musical compositions, photography, videos and audiovisual materials, maps, engravings, etc. Contract-Based: License agreements, royalty agreements, franchise agreements, operating licenses and permits, servicing contracts, etc. Technology-Based: Patented technology, unpatented technology, computer software, trade secrets, processes & technical know-how. What are the next steps? Management Planning Inc. specializes in valuations for financial reporting purposes, including purchase price allocations, goodwill impairment testing, and valuations in support of equity-based incentive plans, among others. We regularly assist middle market public and private companies with goodwill impairment testing as promulgated by ASC Topic 350. Our valuations are regularly accepted by all of the major audit firms. Our self-contained valuation reports, valuation expertise, and ongoing counsel provided to clients result in a smooth valuation process and very happy clients. Please contact one of our offices to discuss your valuation need. 3

5 About is a valuation and investment banking firm serving both private and publicly held companies. Since 1939, has prepared thousands of valuations in a wide variety of industries and for many purposes. Our practice is national in scope, with clients in every state. We have significant experience providing advisory services to Boards and management teams on topics such as shareholder liquidity options and the valuation implications of various strategic initiatives. Our valuation services can be broadly categorized into Corporate, Transaction Advisory, Financial Reporting, Litigation Support and Tax Based applications. For additional information pertaining to or S and our valuation and advisory services, visit Contacts Joseph C. Hassan, CFA, ASA Senior Vice President (609) jhassan@mpival.com Princeton Headquarters: 101 Poor Farm Road Princeton, NJ (609) Princeton New York Chicago Boston Atlanta Hartford Orlando 4