Intangibles – Goodwill and Other Topics – Testing Goodwill for Impairment

On September 15, 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards ASU (“ASU”) 2011-08, Intangibles-Goodwill and Other-Topic 350: Testing for Impairment. ASU 2011-08 amends the guidance in FASB Accounting Standards Codification Topic (“ASC”) 350-20, Intangibles-Goodwill and Other-Goodwill.

The intent of this ASU is to simplify how entities, both public and non-public, test goodwill for impairment by allowing an entity to use a qualitative approach to test goodwill for impairment. The amendments in the ASU permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350-20.

Previous guidance required an entity to perform the two-step goodwill impairment test on at least an annual basis, by comparing the fair value of a reporting unit with its carrying value including goodwill (step 1). If the fair value of a reporting unit is less than its carrying amount, then a test must be performed to measure the amount of the impairment loss, if any (step 2). Under the amendments in this ASU, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. An entity has an option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step process. An entity may resume performing the qualitative assessment in any subsequent period.

A qualitative assessment will require comprehensive documentation concluding on the evaluation of whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In reaching its conclusion, an entity should assess all relevant events and circumstances. Examples of such events and circumstances, which are not intended to be all-inclusive, include the following:

1. 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.
2. 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 (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.
3. Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows.
4. 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.
5. Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation.
6. Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
7. If applicable, a sustained decrease in share price (consider in both absolute terms and relative to peers).

In addition, under the amendments in this ASU, an entity is no longer permitted to carry forward its detailed calculation of a reporting unit’s fair value from a prior year. The amendments do not change the current guidance for testing other indefinite-lived assets for impairment.

ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued or, for non-public entities, have not yet been made available for issuance.