Impairment Testing

Executive SummaryPreliminary results for 2023 show that the number of goodwill impairments is increasing for both large and middle-market public companies. Based on data through November, the number of impairments recorded by firms on the S&P 500 and Russell 2000 indices had already eclipsed 2021 and 2022 full-year figures. Interestingly, these trends materialized even as the indices themselves posted favorable total returns for the year of 25% and 14%, respectively. Public and private companies currently in the process of performing their annual/interim impairment tests should be on the alert if their peer group turns out to be the one recording impairment charges.Back in 2020, the stock market downturn stemming from pandemic shutdowns resulted in triggering events and impairment charges for many companies.This was especially evident among smaller publicly-traded companies (as tracked by the Russell 2000 versus the S&P 500).The number of charges dropped drastically in 2021 (even compared to 2019 results), suggesting that some of the 2020 impairment charges may have reflected a pull-forward of later charges.Since that time, the number and percentage of companies recording charges has steadily increased, with preliminary figures for 2023 already exceeding the numbers recorded in 2022.Total Goodwill Impairment Charges and % of companies with GW that recorded chargesThis trend held across sectors as well.In the Russell 2000, eight of eleven sectors reported an increase in number of charges to goodwill between 2019 and 2020.Charges in the consumer staples sector declined among S&P 500 companies, while increasing for Russell 2000 companies.Charges in the utilities sector declined for S&P 500 companies but remained stable for Russell 2000 companies.For both groups of companies, charges taken by the materials sector declined.Following 2020, impairment charges dropped below 2019 levels – sharply, in the case of many sectors over 2021 through 2022.More recently, the number of charges and the magnitude of total goodwill charges for the first eleven months of 2023 had already exceeded the full year of 2022.Additional impairments may be on the way as companies complete and file their year-end financials. Based on the preliminary figures for the Russell 2000, the sectors recording the most charges appear to be healthcare and industrials.Despite the increase in impairment charges taken in 2020, the number of small-cap companies reporting year-end goodwill balances increased in 2020 and continued to increase through 2022 and 2023.Approximately 60% of Russell 2000 companies carried goodwill in 2019, while over 63% did so in 2023.The percentage of S&P 500 companies reporting goodwill declined from 89% in 2019 to 86% in 2023.Percent of Companies Reporting GoodwillIt is impossible to attribute the rise in impairment charges to a single specific factor. However, it is likely that rising interest rates and higher inflation played a significant role in 2023 results. Impairment charges also tend to have a larger impact on smaller companies.Generally speaking, smaller companies tend to be less diversified in terms of product or service offerings, and their client bases may be more sensitive to external economic factors.Ultimately, the preliminary data for 2023 shows that impairments do not necessarily taper off when overall equity markets are rising. Company-specific factors, including financial performance relative to history, expectations, and peer performance, are critical when evaluating goodwill for potential impairment. Will the impairment trends seen in the large and middle-market public markets extend to private companies? Perhaps.The valuation specialists at Mercer Capital have experience in implementing both the qualitative and quantitative aspects of goodwill impairment testing under ASC 350. If you have questions, please contact a member of Mercer Capital’s Financial Statement Reporting Group.

This article discusses important concepts of personal goodwill in divorce litigation engagements. The discussion relates directly to several divorce litigation cases involving owners of automobile dealerships. These real life examples display the depth of analysis that is critical to identifying the presence of personal goodwill and then estimating or allocating the associated value with the personal goodwill. The issues discussed here pertain specifically to considerations utilized in auto dealer valuations, but the overall concepts can be applied to most service-based industries.It is important that the appraiser understands the industry and performs a thorough analysis of all relevant industry factors. It is also important to determine how each state treats personal goodwill. Some states consider personal goodwill to be a separate asset, and some do not make a specific distinction for it and include it in the marital assets.Personal goodwill was an issue in several of our recent litigated divorce engagements. It is more prevalent in certain industries than others and varies from matter to matter. However, although there are several accepted methodologies to determine personal goodwill, there is not a textbook that discusses where it exists and where it doesn’t. Before any attempts to measure and quantify it, an important question to ask is “Does it exist?” Often with ambiguous concepts like personal goodwill, the adage “you know it when you see it” is most appropriate. In this article, we examine personal and enterprise goodwill using a specific fact pattern unique to the auto dealership industry. Beyond this illustrative example, the analyses can be applied in other industries, but must be considered carefully for the unique facts and circumstances of each matter.What Is Personal Goodwill?Personal goodwill is value stemming from an individual’s personal service to a business and is an asset that tends to be owned by the individual, not the business itself. Personal goodwill is part of the larger bucket of an intangible asset known as goodwill. The other portion of goodwill, referred to as enterprise or business goodwill, relates to the intangible asset involved and owned by the business itself.1Commercial and family law litigation cases aren’t typically governed by case law resulting from Tax Court matters and can differ by jurisdiction, but Tax Court decisions offer more insight into defining the conditions and questions that should be asked in an evaluation of personal goodwill. One seminal Tax Court case on personal goodwill is Martin Ice Cream vs. Commissioner.2 Among the Court’s discussions and questions to review were the following:Do personal relationships exist between customers/suppliers and the owner of a business?Do these relationships persist in the absence of formal contractual relationships?Does an owner’s personal reputation and/or perception in the industry provide intangible benefit to the business?Are practices of the owner innovative or distinguishable in his or her industry, such as the owner having added value to the particular industry?Another angle with which to evaluate the presence of personal goodwill, specifically to professional practices, is provided in Lopez v. Lopez.3 Lopez suggests several factors that should be considered in the valuation of professional (personal) goodwill as:The age and health of the individual;The individual’s demonstrated earning power;The individual’s reputation in the community for judgement, skill, and knowledge;The individual’s comparative professional successThe nature and duration of the professional’s practice as a sole proprietor or as a contributing member of a partnership or professional corporation.Why Is Personal Goodwill Important?Many states identify and distinguish between personal goodwill and enterprise goodwill. Further, numerous states do NOT consider the personal goodwill of a business to be a marital asset for family law cases. For example, a business could have a value of $1 million, but a certain portion of the value is attributable and allocated to personal goodwill. In this example, the value of the business would be reduced for personal goodwill for family law cases and the marital value of the business would be considered at something less than the $1 million value.How Applicable/Prevalent Is Personal Goodwill in the Auto Dealer Industry?In litigation matters, we always try to avoid the absolutes: always and never. The concept of personal goodwill is easier identified and more prevalent in service industries such as law practices, accounting firms, and smaller physician practices. Does that mean it doesn’t apply to more traditional retail and manufacturing industries? In each case, the fundamental question that should be first answered is “Is this an industry or company where personal goodwill could be present?”For the auto dealer industry, the principal product, outside of the service department, is a tangible product – new and used vehicles. In order for personal goodwill to be present in this industry, the owner/dealer principal would have to exhibit a unique set of skills that specifically translates to the heightened performance of their business.We are all familiar with regional dealerships possessing the name of the owner/dealer principal in the name of the business. However, just having the name on a business doesn’t signify the presence of personal goodwill. An examination of the customer base would be needed to justify personal goodwill. It would be more difficult to argue that customers are purchasing vehicles from a particular dealership only for the name on the door, rather than the more obvious factors of brands offered, availability of inventory, convenience, etc. An extreme example might be having a recognized celebrity as the name/face of the dealership, but even then, it would be debated how materially that affects sales and success.Auto dealers attempt to track performance and customer satisfaction through surveys, which could provide an avenue to determine this value (if, for example, factors that influenced the decision to buy listed Joe Dealer as being their primary motivation) though this is still unlikely and would be subject to debate.Another consideration of the impact of a dealer’s name on the success/value of the business would be how actively involved the owner/dealer principal is and how directly have they been involved with the customer in the selling process. Simply put, there should be higher bars to clear than just having the name in the dealership for personal goodwill to be present. In more obvious examples of personal goodwill in professional practices, the customer usually interacts directly with the owner/professional such as with the attorney or doctor in our previous examples. How often does the customer of an auto dealership come into contact or deal directly with the owner/dealer principal, or do they generally engage with the salespeople, service manager, or the general manger?Another factor that often helps identify the existence of personal goodwill is the presence of an employment agreement and/or non-compete agreement. The prevailing thought is that an owner of a business without these items would theoretically be able to exit the business and open a similar business and compete directly with the prior business. Neither of these items typically exist with an owner of an auto dealership. However, owners of auto dealerships must be approved as dealer principals by the manufacturer.The transferability of a dealer principal relationship is not guaranteed, and certainly an existing dealer principal would not be able to obtain an additional franchise to directly compete with an existing franchise location of the same manufacturer for obvious area of responsibility (AOR) constraints. So, does the fact that most dealer principals don’t have an employment or non-compete agreement signify that personal goodwill must be present? Not necessarily. Again it relates back to the central questions of whether an owner/dealer principal is directly involved in the business, has a unique set of skills that contributed to a heightened success of the business, and does that owner/dealer principal have a direct impact on attracting customers to their particular dealership that could not be replicated by another individual.ConclusionPersonal goodwill in an auto dealership, and in any industry, can become a contested item in a litigation case because it can reduce the enterprise value consideration, reduced by the amount allocated to personal goodwill. As much as the allocation, quantification, and methodology used to determine the amount of personal goodwill will come into question, several central questions should be examined and answered before simply jumping to the conclusion that personal goodwill exists. Instead of arguing whether the value of an auto dealership should be reduced by some percentage, the real debate should center around the examination of whether personal goodwill exists in the first place. The difference in reports from valuation for experts in litigation matters generally falls within the examination and support of the assumptions (that lead to differences in conclusions). If present, personal goodwill for an auto dealership, or any company in any industry for that matter, must exist beyond just having the owner’s name in the title of the business.1 In the auto dealer industry, goodwill and other intangible assets are referred to as Blue Sky value. 2 Martin Ice Cream Co. v. Commissioner, 110 T.C. 189 (1998). 3 In re Marriage of Lopez, 113 Cal. Rptr. 58 (38 Cal. App. 3d 1044 (1974).

Oil & gas producers have been forced to take steps to improve their liquidity and make production cuts as prices have fallen to the lowest in decades, primarily due to a price war between Saudi Arabia and Russia as well as a demand slump amid the coronavirus pandemic. Weakness in the equity markets at the end of Q1 and through Q2 in 2020, due to the virus outbreak and substantial decline in commodity prices, have forced public oil & gas companies to take large impairment charges in recent quarterly reports (See table below for a non-exhaustive list of companies that have taken Q1 impairment charges). Even before prices started to collapse, energy companies were cutting outlooks and planning major asset write-downs. Last fall, Schlumberger planned to take a $12.7 billion charge as shale drilling slowed, and Chevron Corp. announced a $10 billion charge related to offshore assets in the Gulf of Mexico and its Appalachia shale assets. This post is aimed at discerning whether an oil & gas company may need to make interim impairment assessments in light of recent major global events and discuss the impairment testing process. The Basics of Impairment TestingIn an earlier post from Mercer Capital titled Goodwill Impairment Testing in Uncertain Times, we cover the basics of impairments, namely when it is appropriate to assess and how to perform tests of impairment with the most notable item for testing relating to goodwill on a company’s balance sheet.In short, under ASC Topic 360 impairment tests for long-lived assets should follow a two-or three-step process:Assess Impairment IndicatorsTest for RecoverabilityMeasure the Impairment In addition to the listed indicators in the accounting guidance, an entity may identify other indicators or “triggering events” that are particular to its business or industry. Once an indicator is identified, a company then tests for recoverability. For oil & gas companies, conditions such as extreme volatility of supply, demand, and sustained periods of low commodity prices brought on by international commodity price wars, adverse global politicking, and the novel coronavirus pandemic can constitute as triggering events to necessitate interim impairment testing.Oil & Gas Reserves – Accounting MethodologyAs opposed to the vast majority of companies outside of the energy sector, oil & gas companies have reserves that are considered long-lived assets for accounting purposes. These reserves are subject to the same impairment testing rules outlined above such that they are required to be tested on a periodic basis or when triggering events occur.Before performing any impairment testing, however, the accounting methods used to account for these oil & gas reserves need to be considered. Under ASC Topic 932, companies can use one of two methods to account for their oil and gas operations: the successful efforts method or the full cost method.Under the successful efforts method, the cost of drilling an oil well cannot be capitalized unless the well is successful. Costs for unsuccessful wells (dry holes) must be charged as an expense against revenue in the matching period.Under the full cost method, companies may capitalize all operating expenses relating to searching for and producing new oil reserves. Costs are then totaled and grouped into cost pools.Impairment Considerations Related to Oil & Gas Reserves In Statement of Financial Accounting Standards No. 19, the FASB requires that oil & gas companies use the successful efforts method. However, the SEC allows companies to use the full cost method. Guidance for impairment testing of reserves under both methods differ but are available to valuation and other practitioners conducting the tests.Successful Efforts MethodOil & gas companies that use the successful efforts method apply the guidance in ASC 932-360-35 and ASC 360-10-35 to account for the impairment of their reserve assets.Timing of Impairment Testing and Impairment IndicatorsUnder the successful efforts method, an oil & gas company generally performs a traditional two-step impairment analysis in accordance with ASC 360 when assessing reserves for indications of impairment. As mentioned above, impairment assessment for reserves may be determined on an annual basis or in the case of a triggering event. To begin, we bifurcate the total reserve assets into two major groups: proved properties and unproved properties.Proved properties in an asset group should be tested for recoverability whenever triggering events or changes in circumstances indicate that the asset group’s carrying amount may not be recoverable. Generally, companies that apply the successful efforts method will perform an annual impairment assessment upon receiving their annual reserve report by preparing a cash flow analysis. Companies can consider proved (P1), probable (P2), and possible (P3) reserves and other resources since these are all included in the value of the assets. Typically, the impairment evaluation of proved properties are performed on a field-by-field basis. Property groupings may differ due to specific circumstances like shared platform infrastructure or other logical reasons.Oil & gas companies should also assess unproved properties periodically to determine whether they have been impaired. The assessment of these properties is based mostly on qualitative factors and are generally assessed on a property-by-property basis.Measurement of Impairment LossA company that applies the successful efforts method then evaluates each asset group for impairment using the two-step approach under ASC Topic 360. In step one, the company will perform a cash flow recoverability test by comparing the summation of an asset group’s undiscounted cash flows with the asset group’s carrying value. If the undiscounted cash flows are less than the asset group's carrying value, the assets are likely impaired. The company would then proceed to step two of the impairment test to compare the asset group’s determined fair value with its carrying amount. An impairment loss would be recorded and measured as the amount by which the asset group’s carrying amount exceeds this determined fair value.Recognition of Impairment LossAn impairment loss for a proved property asset group will reduce only the carrying amounts of the group’s long-lived assets. The loss should be allocated to the long-lived assets of the group on a pro rata basis by using the relative carrying amounts of those assets. However, the loss allocated to an individual long-lived asset of the group should not reduce the asset’s carrying amount to less than its fair value if that fair value is determinable without undue cost and effort.For unproved properties, if the results of the assessment indicate impairment, a loss should be recognized by providing a valuation allowance. Under the successful efforts method and consistent with U.S. GAAP, companies are prohibited from reversing write-downs.In most cases, write-downs occur when oil & gas reserves cannot be extracted economically, such as on properties where drilling has not started or where properties were expected to be developed based on higher oil prices than are currently estimated. As evidenced in recent market events, if oil prices drop too low, the cost to develop the properties may outweigh the net revenues associated with production.Full Cost MethodAlthough less common in U.S financial reporting, companies that use the full-cost method of accounting should apply the guidance in Regulation S-X, Rule 4-10; SAB Topic 12.D; and FRC Section 406.01.c.Timing of Impairment Testing and Impairment IndicatorsUnder the full-cost method, a full-cost ceiling test must be performed on proved properties each reporting period. This “ceiling” is a formulaic limitation on the net book value of capitalized costs prescribed by SEC guidance listed above. This ceiling formula is equal to: + The present value of estimated future net revenues, minus any estimated future expenditures to develop and produce proved reserves, using a discount rate of 10% + The cost of any properties not being amortized + The lower of cost or the estimated fair value of unproved properties that are included in the amortized costs - Any income tax effects associated with differences between the book and tax basis of the excluded properties and the unproven properties being amortized Similar to the successful efforts method, unproved properties must be assessed periodically for inclusion in the full-cost pool, subject to amortization.Measurement and Recognition of Impairment LossIf a full cost pool ceiling is exceeded, the excess amount must be recorded as an expense. If the cost center ceiling later increases, like the successful efforts method, write-downs may not be reversed and the amount written off may not be reinstated.Determination of Fair Value of Oil & Gas ReservesIn the event that a step two analysis needs to be performed, the determination of fair value of the reserve assets can be performed under three approaches:Income approach — Under this approach, valuation techniques are used to convert future cash flows to a single present amount using a discount rate. The measurement is based on the value indicated by current market expectations about those future amounts.Market approach — This approach requires entities to consider prices and other relevant information in market prices and transactions that involve identical or comparable assets or companies. Valuation techniques commonly used under the market approach include the guideline public company and guideline transaction methods.Asset approach —Also known as the cost approach, the value of a business, business ownership interest, or tangible or intangible asset is estimated by determining the sum of total costs required to replace the investment or asset with similar utility. When determining the fair value of oil & gas reserves, companies use various methods and approaches. The vast majority utilize a discounted cash flow (DCF) model to estimate the fair value of reserves. Depending on circumstances other approaches or a mix of approaches may be appropriate for determining fair value of a company’s reserves.Concluding ThoughtsThe oil & gas market and the energy sector as a whole have taken a beating and experienced unprecedented events due to the global impacts from the pandemic and international price wars. While the scale of the full economic effects from these events has yet to be seen, companies are having to question and consider the need for interim impairment testing on reserves.At Mercer Capital, we have experience in implementing both the qualitative and quantitative aspects of interim oil & gas reserve impairment testing. To discuss the implications and timing of triggering events, please contact a professional in Mercer Capital’s Energy Group.

Analysts and pundits are debating whether the economic recovery will be shaped like a U, V, W, swoosh, or check mark and how long it may take to fully recover. To find clues, many are following the lead of the healthcare professionals and looking to Asia for economic and market data since these economies experienced the earliest hits and recoveries from the COVID-19 pandemic.Taking a similar approach led me to take a closer look at the Japanese megabanks for clues about how U.S. banks may navigate the COVID-19 crisis. In Japan, the banking industry is grappling with similar issues as U.S. banks, including the need to further cut costs; expanding branch closures; enhancing digital efforts; bracing for a tough year as bankruptcies rise; and looking for acquisitions in faster growing markets.Another similarity is impairment charges. Two of the three Japanese megabanks recently reported impairment charges. Mitsubishi UFJ Financial Group (MUFG) reported a ¥343 billion impairment charge related to two Indonesian and Thai lenders that MUFG owned controlling interests in and whose share price had dropped ~50% since acquisition. Mizuho Financial Group incurred a ¥39 billion impairment charge.In the years since the Global Financial Crisis, there have not been many goodwill impairment charges recognized by U.S. banks. A handful of banks including PacWest (NASDAQ-PACW) and Great Western Bancorp (NYSE-GWB) announced impairment charges with the release of 1Q20 results. Both announced dividend reductions, too.Absent a rebound in bank stocks, more goodwill impairment charges likely will be recognized this year. Bank stocks remain depressed relative to year-end pricing levels despite some improvements in May and early June. For perspective, the S&P 500 Index was down ~5% from year-end 2019 through May 31, 2020 compared to a decline of ~32% for the SNL Small Cap Bank Index and ~34% for the SNL Bank Index.This sharper decline for banks reflects concerns around net interest margin compression, future credit losses, and loan growth potential. The declines in the public markets mirrored similar declines in M&A activity and several bank transactions that had previously been announced were terminated before closing with COVID-19 impacts often cited as a key factor.Price discovery from the public markets tends to be a leading indicator that impairment charges and/or more robust impairment testing is warranted. The declines in the markets led to multiple compression for most public banks and the majority have been priced at discounts to book value since late March. At May 31, 2020, ~77% of publicly traded community banks (i.e., having assets below $5B) were trading at a discount to their book value with a median of ~83%. Within the cohort of banks trading below book value at May 31, 2020, ~74% were trading below tangible book value.Do I Need an Impairment Test?Goodwill impairment testing is typically performed annually. But the unprecedented events precipitated by the COVID-19 pandemic now raise questions whether an interim goodwill impairment test is warranted.The accounting guidance in ASC 350 prescribes that interim goodwill impairment tests may be necessary in the case of certain “triggering” events. For public companies, perhaps the most easily observable triggering event is a decline in stock price, but other factors may constitute a triggering event. Further, these factors apply to both public and private companies, even those private companies that have previously elected to amortize goodwill under ASU 2017-04.For interim goodwill impairment tests, ASC 350 notes that management should assess relevant events and circumstances that might make it more likely than not that an impairment condition exists. The guidance provides several examples, several of which are relevant for the bank industry including the following:Industry and market considerations such as a deterioration in the environment in which an entity operates or an increased competitive environmentDeclines in market-dependent multiples or metrics (consider in both absolute terms and relative to peers)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 periodsChanges in the carrying amount of assets at the reporting unit including the expectation of selling or disposing certain assetsIf applicable, a sustained decrease in share price (considered both in absolute terms and relative to peers) The guidance notes that an entity should also consider positive and mitigating events and circumstances that may affect its conclusion. If a recent impairment test has been performed, the headroom between the recent fair value measurement and carrying amount could also be a factor to consider.How Does an Impairment Test Work?Once an entity determines that an interim impairment test is appropriate, a quantitative “Step 1” impairment test is required. Under Step 1, the entity must measure the fair value of the relevant reporting units (or the entire company if the business is defined as a single reporting unit). The fair value of a reporting unit refers to “the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.”For companies that have already adopted ASU 2017-04, the legacy “Step 2” analysis has been eliminated, and the impairment charge is calculated as simply the difference between fair value and carrying amount.ASC 820 provides a framework for measuring fair value which recognizes the three traditional valuation approaches: the income approach, the market approach, and the cost approach. As with most valuation assignments, judgment is required to determine which approach or approaches are most appropriate given the facts and circumstances. In our experience, the income and market approaches are most used in goodwill impairment testing. However, the market approach is somewhat limited in the current environment given the lack of transaction activity in the banking sector post-COVID-19.In the current environment, we offer the following thoughts on some areas that are likely to draw additional scrutiny from auditors and regulators.Are the financial projections used in a discounted cash flow analysis reflective of recent market conditions? What are the model’s sensitivities to changes in key inputs?Given developments in the market, do measures of risk (discount rates) need to be updated?If market multiples from comparable companies are used to support the valuation, are those multiples still applicable and meaningful in the current environment?If precedent M&A transactions are used to support the valuation, are those multiples still relevant in the current environment?If the subject company is public, how does its current market capitalization compare to the indicated fair value of the entity (or sum of the reporting units)? What is the implied control premium and is it reasonable in light of current market conditions? At a minimum, we anticipate that additional analyses and support will be necessary to address these questions. The documentation from an impairment test at December 31, 2019 might provide a starting point, but the reality is that the economic and market landscape has changed significantly in the first half of 2020.Concluding ThoughtsWhile not all industries have been impacted in the same way from the COVID-19 pandemic and economic shutdown, the banking industry will not escape unscathed given the depressed valuations observed in the public markets. For public and private banks, it can be difficult to ignore the sustained and significant drop in publicly traded bank stock prices and the implications that this might have on fair value and the potential for goodwill impairment.At Mercer Capital, we have experience in implementing both the qualitative and quantitative aspects of interim goodwill impairment testing. To discuss the implications and timing of triggering events, please contact a professional in Mercer Capital’s Financial Institutions Group.Originally published in Bank Watch, June 2020.Request for ProposalMercer Capital is pleased to prepare a proposal for impairment testing services for your bank or bank holding company. Follow the link below to complete a submission.Bank Impairment Testing Proposal Request »

The economic impact from the COVID-19 pandemic has been swift and unexpected. Just a few short weeks ago, the S&P 500 was at an all-time high and goodwill impairments were not a serious concern for most companies. However, between mid-February and the end of March, the S&P 500 declined by 25%. The Russell 2000 fell nearly 32% over the same period, and the negative shock to certain companies and sectors has been much worse.Most financial professionals understand that goodwill impairment testing is typically performed annually, usually near the end of a Company’s fiscal year. In fact, many companies just completed an impairment test as of year-end 2019. But the unprecedented events precipitated by the COVID-19 pandemic now raise questions about whether an interim goodwill impairment test is warranted.Do I Need an Impairment Test?The accounting guidance in ASC 350 prescribes that interim goodwill impairment tests may be necessary in the case of certain “triggering” events. For public companies, perhaps the most easily observable triggering event is a decline in stock price, but other factors may constitute a triggering event. Further, these factors apply to both public and private companies, even those private companies that have previously elected to amortize goodwill under ASU 2017-04.For interim goodwill impairment tests, ASC 350 notes that entities should assess relevant events and circumstances that might make it more likely than not that an impairment condition exists. The guidance provides several examples, including the following:Changes in the macroeconomic environment, such as a deterioration in general economic conditionsLimitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit marketsIndustry and market considerations such as a deterioration in the environment in which an entity operates or an increased competitive environmentDeclines in market-dependent multiples or metrics (consider in both absolute terms and relative to peers)Changes in the market for an entity’s products or services, or a regulatory or political developmentCost factor considerations such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flowsOverall 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 periodsEntity-specific events (changes in management or key customers, contemplation of bankruptcy, adverse litigation or regulatory events)Changes in the carrying amount of assets at the reporting unit including the expectation of selling or disposing certain assetsIf applicable, a sustained decrease in share price (considered both in absolute terms and relative to peers) The examples above are not all-inclusive and entities should consider other relevant events and circumstances that might affect the fair value or carrying amount of a reporting unit. An entity should place more weight on the events and circumstances that most affect a reporting unit’s fair value or the carrying amount of its net assets. The guidance notes that an entity should also consider positive and mitigating events and circumstances that may affect its conclusion. If a recent impairment test has been performed, the headroom between the recent fair value measurement and carrying amount could also be a factor to consider.How an Impairment Test WorksOnce an entity determines that an interim impairment test is appropriate, a quantitative “Step 1” impairment test is required. Under Step 1, the entity must measure the fair value of the relevant reporting units (or the entire company if the business is defined as a single reporting unit). The fair value of a reporting unit refers to “the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.”For companies that have already adopted ASU 2017-04, the legacy “Step 2” analysis has been eliminated, and the impairment charge is calculated as simply the difference between fair value and carrying amount. Under the old framework, an additional “Step 2” analysis was performed and the impairment charge was based on the amount by which carrying amount exceeded the implied value of goodwill.ASC 820 provides a framework for measuring fair value which recognizes the three traditional valuation approaches: the income approach, the market approach, and the cost approach. As with most valuation assignments, judgment is required to determine which approach or approaches are most appropriate given the facts and circumstances. In our experience, the income and market approaches are most commonly used in goodwill impairment testing. In the current environment, we offer the following thoughts on some areas that are likely to draw additional scrutiny from auditors and regulators.Are the financial projections used in a discounted cash flow analysis reflective of recent market conditions? What are the model’s sensitivities to changes in key inputs?Given developments in the market, do measures of risk (discount rates) need to be updated?If market multiples from comparable companies are used to support the valuation, are those multiples still applicable and meaningful in the current environment?If precedent M&A transactions are used to support the valuation, are those multiples still relevant in the current environment?If the subject company is public, how does its current market capitalization compare to the indicated fair value of the entity (or sum of the reporting units)? What is the implied control premium and is it reasonable in light of current market conditions? At a minimum, we anticipate that additional analyses and support will be necessary to address these questions. The documentation from an impairment test at December 31, 2019 might provide a starting point, but the reality is that the economic landscape has changed significantly in the last three months.Concluding ThoughtsNot all industries have been impacted in the same way and there will certainly be differences between companies. For public companies, it can be difficult to ignore the significant drop in stock prices and the implications that this might have on fair value. For private businesses, even if a triggering event has not arisen yet, the deteriorating economic environment may just push the triggering factors into the second or third quarter of the year.At Mercer Capital, we have experience in implementing both the qualitative and quantitative aspects of interim goodwill impairment testing. To discuss the implications and timing of triggering events, please contact a professional in Mercer Capital’s Financial Statement Reporting Group.

ASU 2016-01 shook up financial reporting at the beginning of the year, as companies scrambled to determine compliance with the new requirements for reporting equity investments.The rise of corporate venture capital over recent years largely flew under the accounting radar until this update took effect, creating significant volatility for many corporate investors in their reported earnings as they were required to recognize the gains and losses from investments previously held at cost.Now that the initial shock has worn off, CFOs may be able to rest a little easier, but they shouldn’t forget about the requirements under ASU 2016-01 entirely.Even if the company elected the measurement alternative that allows for the investment to be reported at cost, don’t forget about the requirement for impairment testing that goes along with it. Some companies may choose to perform the initial Step Zero analysis internally before engaging a valuation firm to navigate the rest of the process, while others turn over the entire process to a valuation professional.“An entity may elect to measure an equity security without a readily determinable fair value [and that does not qualify for the practical expedient]…at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.” ASU 2016-01 Paragraph 321-10-35-2 Originally appeared in Mercer Capital's Financial Reporting Update: Goodwill Impairment

What is Step Zero?A qualitative approach to test goodwill for impairment was introduced by the Financial Accounting Standards Board (“FASB”) when it released Accounting Standards Update 2011-08 (“ASU 2011-08”) in September 2011 as an update to goodwill impairment testing standards under Topic 350, Intangibles—Goodwill and Other.ASU 2011-08 set forth guidance for an optional qualitative assessment to be performed before the traditional quantitative two step goodwill impairment testing process.This preliminary qualitative assessment is known as “Step Zero.”The goal of Step Zero is to simplify and reduce costs of performing the traditional quantitative goodwill impairment test process.According to ASU 2011-08, Step Zero allows entities “the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.”Step One is required only if the qualitative assessment supports the conclusion that it is more likely than not (i.e., likelihood greater than 50%) that the fair value is less than the carrying value.Otherwise, Step One of the goodwill impairment testing process is not required.Alternatively, Step Zero can be skipped altogether, and the traditional quantitative goodwill impairment test can be performed beginning with Step One.Industry ConsiderationsThe standards update release by FASB outlines the individual qualitative categories of the assessment.Specific qualitative events and circumstances to be evaluated include the economy, industry, cost factors, financial performance, firm-specific events, reporting unit events, and changes in share price.ASU 2011-08 defines industry events and circumstances as follows:“Industry and market conditions such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (consider 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.”The process of evaluating an industry involves assessing each of these stated events and circumstances since the previous reporting period and determining how they affect the comparison of fair value to carrying value.By comparing current conditions to the prior period, an analysis of relative improvement or deterioration can be made concerning each industry factor and the industry as a whole.Increasing multiples, share prices, financial metrics, and M&A activity indicate that an industry is improving and suggests that it is more likely than not that the reporting unit’s fair value is greater than its carrying value. Decreasing multiples, share prices, financial metrics, and M&A activity indicate the industry is weakening and suggests that fair value may be less than the reporting unit’s carrying value.Industry AnalysisAn analysis of the S&P 1500, an index that includes approximately 90% of the market capitalization of U.S. stocks, reveals the prevalence of impairment in different industries. For example, of the companies reporting goodwill on their balance sheets, 25% of telecommunication, 17% of consumer staples, and 14% of consumer discretionary companies recorded goodwill impairment charges in 2017.On the other hand, the more robust performance of financial, information technology, and real estate companies is manifest in that only 4% of companies reporting goodwill in each industry recorded a goodwill impairment charge in 2017.Further analysis indicates that companies in the energy and telecommunication industries are currently more likely to be potential impairment candidates as 20% and 38%, respectively, of companies reporting goodwill have cushions (the amount by which market value of equity exceeds book value of equity) of less than 25%. Deterioration in the operating environment of these industries may result in an increase in goodwill impairment charges.Industries with fewer impairment candidates at the moment include real estate, utilities, and industrials.Industry considerations are particularly important to the qualitative assessment and provide valuable insight on the potential for impairment. The qualitative assessment is especially valuable in industries that are performing well as it is less likely that goodwill is impaired.Step Zero provides the opportunity to perform a preliminary qualitative analysis to determine the necessity of performing the traditional two step goodwill impairment test and can lead to a simpler, more efficient impairment testing process.The analysts at Mercer Capital have experience in, and follow, a diverse set of industries.We help clients assemble, evaluate, and document relevant evidence for the Step Zero impairment test. Call us today so we can help you. Originally appeared in Mercer Capital's Financial Reporting Update: Goodwill Impairment

Earlier this year, we considered the impact of the Tax Cuts and Jobs Act of 2017 (“TCJA”) on purchase price allocations.In this article, we turn our focus to the impact of the TCJA on goodwill impairment testing.Changes to the tax code will affect both the qualitative assessment (often referred to as Step Zero) and quantitative impairment test.Qualitative AssessmentCompanies preparing a qualitative assessment are required to assess “relevant events and circumstances” to evaluate whether it is more likely than not that goodwill is impaired.ASC 350 includes a list of eight such potential events and circumstances.Quantitative AssessmentThe same features which, on balance, have made it more likely that reporting units will garner a favorable qualitative assessment also contribute to the fair value of reporting units under the quantitative assessment.Reduction in income tax rate.All else equal, a reduction in the applicable federal income tax rate from 35% to 21% increases after-tax cash flows and contributes to higher fair values for reporting units.Bonus depreciation provisions.The tax bill allows certain capital expenditures to be deducted immediately for purposes of calculating taxable income.While the aggregate amount of depreciation deductions is unaffected, the acceleration of the timing of tax benefits can have a marginally positive effect on the fair value of some reporting units.Interest deduction limitations.One potentially negative effect of the tax bill on reporting unit fair values is the limitation on the amount of interest expense that is deductible for tax purposes.For some highly-leveraged businesses, the interest deduction limitation can increase the weighted average cost of capital.We expect the interest deduction limitations to adversely affect only a small minority of companies.Increase in after-tax cost of debt.When calculating the cost of debt as a component of the cost of capital, analysts multiply the pre-tax cost of debt by one minus the corporate tax rate.The new lower tax rate will, therefore, cause the after-tax cost of debt to increase by a small increment.All else equal, an increase to the weighted average cost of capital has a negative impact on the fair value of a reporting unit.On balance, we expect the negative effect from higher costs of capital to be smaller than the positive cash flow effect from lower tax rates.ConclusionThe Tax Cuts and Jobs Act of 2017 is a material factor to be considered in both qualitative and quantitative assessments of goodwill impairment in 2018.While the provisions are not uniformly favorable to higher valuations, the balance of factors suggests that goodwill impairments will be less likely in the coming impairment cycle.To discuss how the new tax regime affects your company’s goodwill impairment more specifically, please give one of our professionals a call. Originally appeared in Mercer Capital's Financial Reporting Update: Goodwill Impairment

When testing the goodwill of a reporting unit for impairment, the order of operations matters. Because the units themselves may contain assets subject to impairment testing, it is important to first reflect accurate carrying values for those assets before testing the goodwill of the unit overall.If the goodwill of the unit is tested before a write down of certain of its assets occurs, there may be increased risk of inaccurately allocating impairment between the assets and goodwill of the unit. Similarly, failing to address the order of testing could lead to the false conclusion that the goodwill of a reporting unit is impaired, when there is really only impairment of its underlying identifiable assets. These errors occur when the unit’s fair value of goodwill is compared to an inaccurately high carrying value that results from failing to adjust asset values first.According to the AICPA Accounting & Valuation Guide: Testing Goodwill for Impairment [paragraph 2.57], the order of impairment testing should be as follows:Financial statement preparers should not neglect the proper order of impairment testing to ensure current allocation of impairment. Originally appeared in Mercer Capital's Financial Reporting Update: Goodwill Impairment

A logical fallacy occurs when one makes an error in reasoning.Causal fallacies occur when a conclusion about a cause is reached without enough evidence to do so.The cum hoc (“with this”) fallacy is committed when a causal relationship is assumed because two events occur together.When it comes to financial reporting, an example of this fallacy would be assuming that goodwill cannot be impaired unless the company’s shares are trading below book value.This is a tempting fallacy–especially as the U.S. economy is continuing a long expansion, companies are posting solid earnings, and valuations are reaching new highs.The S&P 500 increased 19% in 2017 and the Nasdaq was up 28%.In these market conditions, goodwill impairment probably does not seem like a pressing concern.After all, goodwill is considered impaired only when fair value drops below carrying value, right?While this is true, accounting standards require that goodwill be tested for impairment at the reporting unit level.Impairment relates to a reporting unit’s ability to generate cash flows.This means that a company’s goodwill can be impaired at the reporting unit level, even as its stock trades above book value.This was the case for multinational conglomerate General Electric last year.GE had a tumultuous 2017 as the company’s CEO and CFO departed, the dividend was cut, and a corporate restructuring was announced.The salient event for the purposes of this article is a $947 million impairment loss recorded in its Power Conversion Unit during the third quarter of 2017.This unit is what became of GE’s 2011 $3.2 billion acquisition of Converteam, an electrical engineering company.According to the company’s 2017 annual report, the causes for this impairment included downturns in marine and oil and gas markets, pricing and cost pressures, and increased competition.GE’s stock felt the turmoil, falling 42% in 2017.Shares traded at $17.25 at their lowest point, implying a market capitalization of $150.5 billion.But even at this point, GE’s stock was not trading below book value ($64.3 billion at the end of 2017).GE’s market value exceeded book value of equity by $86.2 billion.So while impairment and market value/share price are related, it is not safe to assume that there is no impairment if the stock trades above book value.Another notable example is CVS Health.The company made headlines with one of the largest mergers of the year when it announced the acquisition of insurer Aetna, Inc. for $69 billion in December 2017.A smaller, less widely reported transaction transpired in November when the company announced the sale of its RxCrossroads reporting unit to McKesson Corp. for $735 million.This unit was part of CVS’s 2015 acquisition of nursing home pharmacy Omnicare, Inc. and provided reimbursement assistance and sales operation support, among other services.In the second quarter of 2017, CVS recognized a $135 million impairmentcharge related to this reporting unit.As with GE, CVS never traded below book value.CVS stock declined approximately 8% in 2017 and hit a low of $66.45 on November 6.The market capitalization at this point was approximately $67.7 billion.The book value of CVS equity was $34.9 billion at September 30, 2017 and $37.7 billion at year-end.The above examples expose the fallacious idea that a company can avoid impairment charges simply because its stock trades above book value.That is not to say that there is no relationship between the two; an impairment charge can certainly signal the market and affect share price, or a decline in share price may foreshadow an impending impairment charge.Because goodwill must be tested for impairment at the reporting unit level, impairment may occur even when the company’s market cap exceeds book value. Originally appeared in Mercer Capital's Financial Reporting Update: Goodwill Impairment

Mercer Capital’s latest financial reporting update focuses on the topic of goodwill impairment. In this whitepaper, we feature five articles:Financial Reporting Fallacy: The Whole May Appear Healthier Than the PartsIndustry Considerations for Step Zero: Qualitative AssessmentsAccounting Standards Update 2016-01: Impairment Considerations for Equity InvestmentsWhat is the Order of Testing for Impairment?Tax Reform and Impairment Testing Mercer Capital provides a full range of fair value measurement services and opinions that satisfy the scrutiny of auditors, the SEC, and other regulatory bodies. We have broad experience with fair value issues related to public and private companies, financial institutions, private equity firms, start-ups, and other closely held businesses. We also handle a number of different kinds of special projects that corporate finance departments may be outsourcing – completely or partially. In addition, we help clients think through certain financial or strategic questions and perform financial due diligence and quality of earning analyses for some transactions. National audit firms regularly refer financial reporting valuation assignments to Mercer Capital.