Goodwill impairment occurs when the recognized goodwill associated with an acquisition is greater than its implied fair value. Goodwill is a common byproduct of a business combination, where the purchase price paid for the acquiree is higher than the fair values of the identifiable assets acquired. After goodwill has initially been recorded as an asset, it must be regularly tested for impairment.
Goodwill Impairment Testing
The examination of goodwill for the possible existence of impairment involves a multi-step process, which is:
Assess qualitative factors. Review the situation to see if it is necessary to conduct further impairment testing, which is considered to be a likelihood of more than 50% that impairment has occurred, based on an assessment of relevant events and circumstances. Examples of these events and circumstances are the deterioration of macroeconomic conditions, increased costs, declining cash flows, possible bankruptcy, a change in management, and a sustained decrease in share price. If impairment appears to be likely, continue with the impairment testing process. You can choose to bypass this step and proceed straight to the next step.
Identify potential impairment. Compare the fair value of the reporting unit to its carrying amount. Be sure to include goodwill in the carrying amount of the reporting unit, and also consider the presence of any significant unrecognized intangible assets. If the fair value is greater than the carrying amount of the reporting unit, there is no goodwill impairment, and there is no need to proceed to the next step. If the carrying amount exceeds the fair value of the reporting unit, proceed to the next step to calculate the amount of the impairment loss.
Calculate impairment loss. Compare the implied fair value of the goodwill associated with the reporting unit to the carrying amount of that goodwill. If the carrying amount is greater than the implied fair value, recognize an impairment loss in the amount of the difference, up to a maximum of the entire carrying amount (i.e., the carrying amount of goodwill can only be reduced to zero).
To calculate the implied fair value of goodwill, assign the fair value of the reporting unit with which it is associated to all of the assets and liabilities of that reporting unit (including research and development assets). The excess amount (if any) of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of the associated goodwill. The fair value of the reporting unit is assumed to be the price that the company would receive if it were to sell the unit in an orderly transaction (i.e., not a rushed sale) between market participants. Other alternatives to the quoted market price for a reporting unit may be acceptable, such as a valuation based on multiples of earnings or revenue.
Impairment testing is to be conducted at annual intervals. You may conduct the impairment test at any time of the year, provided that the test is conducted thereafter at the same time of the year. If the company is comprised of different reporting units, there is no need to test them all at the same time. It may be necessary to conduct more frequent impairment testing if there is an event that makes it more likely than not that the fair value of a reporting unit has been reduced below its carrying amount. Examples of triggering events are a lawsuit, regulatory changes, the loss of key employees, and the expectation that a reporting unit will be sold.
The information used for an impairment test can be quite detailed. To improve the efficiency of the testing process, it is permissible to carry forward this information to the next year, as long as the following criteria have been met:
There has been no significant change in the assets and liabilities comprising the reporting unit.
There was a substantial excess of fair value over the carrying amount in the last impairment test.
The likelihood of the fair value being less than the carrying amount is remote.