Impairment of goodwill

 
Following the revisions to IFRS 3, Business Combinations and IAS 27, Consolidated
and Separate Financial Statements in January 2008, there are now two ways of
measuring the goodwill that arises on the acquisition of a subsidiary and each has a
slightly different impairment process.

This article discusses and shows both ways of measuring goodwill following the
acquisition of a subsidiary, and how each measurement of goodwill is subject to an
impairment review. 

How to calculate goodwill

The traditional measurement of goodwill on the acquisition of a subsidiary is the

excess of the fair value of the consideration given by the parent over the parent's
share of the fair value of the net assets acquired. This method can be referred to as
the proportionate method. It determines only the goodwill that is attributable to the
parent company.

The new method of measuring goodwill on the acquisition of the subsidiary is to

compare the fair value of the whole of the subsidiary (as represented by the fair
value of the consideration given by the parent and the fair value of the non
controlling interest) with all of the fair value of the net assets of the subsidiary
acquired. This method can be referred to as the gross or full goodwill method. It
determines the goodwill that relates to the whole of the subsidiary, ie goodwill that
is both attributable to the parent's interest and the non-controlling interest (NCI).

Consider calculating goodwill

Borough acquires an 80% interest in the equity shares of High for consideration of
$500. The fair value of the net assets of Borough at that date is $400. The fair value
of the NCI at that date (ie the fair value of High's shares not acquired by Borough) is
$100.

Required

1. Calculate the goodwill arising on the acquisition of High on a proportionate

basis.
2. Calculate the gross goodwill arising on the acquisition of High, ie using the
fair value of the NCI.

Solution

1. The proportionate goodwill arising is calculated by matching the consideration

that the parent has given, with the interest that the parent acquires in the net
 assets of the subsidiary, to give the goodwill of the subsidiary that is
attributable to the parent.

Parent's cost of investment at the fair value of

consideration given
Less the parent's share of the fair value of the net
(80% x $400) ($320)
assets of the subsidiary acquired
Goodwill attributable to the parent
2.
3. The gross goodwill arising is calculated by matching the fair value of the
whole business with the whole fair value of the net assets of the subsidiary to
give the whole goodwill of the subsidiary, attributable to both the parent and
to the NCI. 

Parent's cost of investment at the fair value of

consideration given
Fair value of the NCI
Less the fair value of the net assets of the
(100% x $400) ($400)
subsidiary acquired
Gross goodwill
Given a gross goodwill of $200 and a goodwill attributable to the parent of $180, the
goodwill attributable to the NCI is the difference of $20.

In these examples, goodwill is said to be a premium arising on acquisition. Such

goodwill is positive goodwill and accounted for as an intangible asset in the group
accounts, and as we shall see be subject to an annual impairment review.

In the event that there is a bargain purchase, ie negative goodwill arises, then this is
regarded as a profit and immediately recognised in income.

Basic principles of impairment

An asset is impaired when its carrying value exceeds the recoverable amount. The
recoverable amount is, in turn, defined as the higher of the fair value less cost to sell
and the value in use; where the value in use is the present value of the future cash
flows.
 
An impairment review calculation looks like this

Consider an impairment review

A company has an asset that has a carrying value of $800. The asset has not been
revalued. The asset is subject to an impairment review. If the asset was sold then it
would sell for $610 and there would be associated selling costs of $10. (The fair
value less costs to sell of the asset is therefore $600.) The estimate of the present
value of the future cash flows to be generated by the asset if it were kept is $750.
(This is the value in use of the asset.)

Required

Determine the outcome of the impairment review.

Solution

An asset is impaired when its carrying value exceeds the recoverable amount, where
the recoverable amount is the higher of the fair value less costs to sell and the value
in use. In this case, with a fair value less cost to sell of only $600 and a value in use
of $750 it both follows the rules, and makes common sense to minimise losses, that
the recoverable amount will be the higher of the two, ie $750.

Impairment review

Carrying value of the asset $800

Recoverable amount ($750)
Impairment loss $50

The impairment loss must be recorded so that the asset is written down. There is no
accounting policy or choice about this. In the event that the recoverable amount had
exceeded the recoverable amount then there would be no impairment loss to
recognise and as there is no such thing as an impairment gain, no accounting entry
would arise.

As the asset has never been revalued, the loss has to be charged to income.
Impairment losses are non-cash expenses, like depreciation, so in the cash flow
statement they will be added back when reconciling operating profit to cash
generated from operating activities, just like depreciation again.

Assets are generally subject to an impairment review only if there are indicators of
impairment. IAS 36, Impairment of Assets lists examples of circumstances that
would trigger an impairment review.

External sources

 market value declines

 negative changes in technology, markets, economy, or laws
 increases in market interest rates
 company share price is below book value

Internal sources

 obsolescence or physical damage

 asset is part of a restructuring or held for disposal
  worse economic performance than expected 

Goodwill and impairment

The asset of goodwill does not exist in a vacuum; rather, it arises in the group
accounts because it is not separable from the net assets of the subsidiary that have
just been acquired.

The impairment review of goodwill therefore takes place at the level of a cash-
generating unit, that is to say a collection of assets that together create an
independent stream of cash. The cash-generating unit will normally be assumed to
be the subsidiary. In this way, when conducting the impairment review, the carrying
value will be that of the net assets and the goodwill of the subsidiary compared with
the recoverable amount of the subsidiary. 

When looking to assign the impairment loss to particular assets within the cash
generating unit, unless there is an asset that is specifically impaired, it is goodwill
that is written off first, with any further balance being assigned on a pro rata basis.

The goodwill arising on the acquisition of a subsidiary is subject to an annual

impairment review. This requirement ensures that the asset of goodwill is not being
overstated in the group accounts. Goodwill is a peculiar asset in that it cannot be
revalued so any impairment loss will automatically be charged against income.
Goodwill is not deemed to be systematically consumed or worn out thus there is no
requirement for a systematic amortisation. 

Proportionate goodwill and the impairment review

When goodwill has been calculated on a proportionate basis then for the purposes of
conducting the impairment review it is necessary to gross up goodwill so that in the
impairment review goodwill will include an unrecognised notional goodwill
attributable to the NCI. 

Any impairment loss that arises is first allocated against the total of recognised and
unrecognised goodwill in the normal proportions that the parent and NCI share
profits and losses.

Any amounts written off against the notional goodwill will not affect the consolidated
financial statements and NCI. Any amounts written off against the recognised
goodwill will be attributable to the parent only, without affecting the NCI.
 
If the total amount of impairment loss exceeds the amount allocated against
recognised and notional goodwill, the excess will be allocated against the other
assets on a pro rata basis. This further loss will be shared between the parent and
the NCI in the normal proportion that they share profits and losses. 

Consider an impairment review of proportionate goodwill

At the year-end, an impairment review is being conducted on a 60%-owned
subsidiary. At the date of the impairment review the carrying value of the
subsidiary's net assets were $250 and the goodwill attributable to the parent $300
and the recoverable amount of the subsidiary $700. 

Required

Determine the outcome of the impairment review.

Solution

In conducting the impairment review of proportionate goodwill, it is first necessary

to gross it up.

Goodwill included in
Proportionate
Grossed up the notional
goodwill
unrecognised NCI
$300 x 100/60 = $500

Now, for the purposes of the impairment review, the goodwill of $500 together with
the net assets of $250 form the carrying value of the cash-generating unit.
 
Impairment review

Carrying value
Net assets $250
Goodwill $500
$750
Recoverable amount ($700)
Impairment loss $50

The impairment loss does not exceed the total of the recognised and unrecognised
goodwill so therefore it is only goodwill that has been impaired. The other assets are
not impaired. As proportionate goodwill is only attributable to the parent, the
impairment loss will not impact NCI.

Only the parent's share of the goodwill impairment loss will actually be recorded, ie
60% x $50 = $30.

The impairment loss will be applied to write down the goodwill, so that the
intangible asset of goodwill that will appear on the group statement of financial
position will be $270 ($300 - $30).

In the group statement of financial position, the accumulated profits will be reduced
$30. There is no impact on the NCI.
In the group income statement, the impairment loss of $30 will be charged as an
extra operating expense. There is no impact on the NCI. 

Gross goodwill and the impairment review

Where goodwill has been calculated gross, then all the ingredients in the impairment
review process are already consistently recorded in full. Any impairment loss
(whether it relates to the gross goodwill or the other assets) will be allocated
between the parent and the NCI in the normal proportion that they share profits and
losses. 

Consider an impairment review of gross goodwill

At the year-end, an impairment review is being conducted on an 80%-owned

subsidiary. At the date of the impairment review the carrying value of the net assets
were $400 and the gross goodwill $300 (of which $40 is attributable to the NCI) and
the recoverable amount of the subsidiary $500. 

Required

Determine the outcome of the impairment review.

Solution

The impairment review of goodwill is really the impairment review of the net asset's
subsidiary and its goodwill, as together they form a cash generating unit for which it
is possible to ascertain a recoverable amount.
 
Impairment review

Carrying value
Net assets $400
Goodwill $300
$700
Recoverable amount ($500)
Impairment loss $200

The impairment loss will be applied to write down the goodwill, so that the
intangible asset of goodwill that will appear on the group statement of financial
position, will be $100 ($300 - $200).

In the equity of the group statement of financial position, the accumulated profits
will be reduced by the parent's share of the impairment loss on the gross goodwill,
ie $160 (80% x $200) and the NCI reduced by the NCI's share, ie $40 (20% x
$200).
In the income statement, the impairment loss of $200 will be charged as an extra
operating expense. As the impairment loss relates to the gross goodwill of the
subsidiary, so it will reduce the NCI in the subsidiary's profit for the year by $40
(20% x $200).

Observation

In passing, you may wish to note an apparent anomaly with regards to the
accounting treatment of gross goodwill and the impairment losses attributable to the
NCI. The goodwill attributable to the NCI in this example is stated as $40. This
means that goodwill is $40 greater than it would have been if it had been measured
on a proportionate basis; likewise, the NCI is also $40 greater for having been
measured at fair value at acquisition.

The split of the gross goodwill between what is attributable to the parent and what
is attributable to the NCI is determined by the relative values of the NCI at
acquisition to the parent's cost of investment. However, when it comes to the
allocation of impairment losses attributable to the write off of goodwill then these
losses are shared in the normal proportions that the parent and the NCI share profits
and losses, ie in this case 80%/20%.

This explains the strange phenomena that while the NCI are attributed with only $40
out of the $300 of the gross goodwill, when the gross goodwill was impaired by
$200 (ie two thirds of its value), the NCI are charged $40 of that loss, representing
all of the goodwill attributable to the NCI.

Tom Clendon and Sally Baker are tutors at Kaplan Financial