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Does Your Business Have Goodwill or Intangible Assets? Impairment Testing May Be Required

Have you or your clients purchased a business that resulted in recording goodwill or other indefinite-lived intangible assets to your balance sheet? Financial reporting guidance requires that goodwill and other indefinite lived intangible assets be tested for impairment at least annually, or upon the occurrence of a triggering event. If you haven’t yet selected a testing date, it’s worth considering a timing in the early part of the fiscal fourth quarter. This choice allows for the completion of the analysis before the commencement of the busy financial audit season.

Beyond the annual testing requirement, businesses that have been negatively impacted by current market conditions like rising interest rates, high inflation, supply chain disruption, staffing shortages, or valuation reductions in the public capital markets may have a triggering event that would necessitate interim impairment testing. Financial reporting guidance requires that goodwill be tested for impairment upon the occurrence of a triggering event, which indicates that the fair value of the entity (or a reporting unit) may be below its carrying amount.

Some examples of triggering events include:

• Macroeconomic conditions, such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other adverse developments in equity and credit markets.
• Industry and market considerations, such as deterioration in the economic environment in which an entity operates, an increased competitive landscape, a decline in market 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.
• Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows.
• 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.
• A sustained decrease in share price (consider in both absolute terms and relative to peers), if applicable.
• 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 of 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.
• Other relevant entity-specific events, such as changes in management, key personnel, or strategy; loss of key customers; contemplation of receivership; or litigation.

For private companies that elected the alternative available to amortize goodwill and bypass the annual testing requirement, testing is still required upon the occurrence of a triggering event, and the hurdle for passing the impairment testing could be relatively higher or lower depending on the recency of the business combination. For transactions close to the measurement date, goodwill would be higher as a result of subsuming certain intangible assets, i.e., customer relationships and non-competition agreements. For transactions farther in the rearview, accumulated amortization may outweigh the higher initial balance.

How Centri Can Help

Even if you’ve done your own impairment testing in years past, there are benefits to seeking outside assistance to properly analyze the appropriate measurement date and determine the fair value of the reporting unit(s) relative to the carrying amount. We have an in-depth understanding of the valuation requirements of ASC 350, key areas of concern to your auditors and the SEC. At Centri, our valuation and technical accounting professionals can be a great resource to help navigate the financial reporting complexities and keep you on track with your requirements. Contact us to learn how our experts can help you.

Editor’s note: This article was originally published on October 24, 2022. It was updated on October 30, 2023.

Gerald Cullins

Partner | Valuation Practice Leader

Jerry is a Partner at Centri Business Consulting and the leader of the firm’s Valuation Practice. He has more than 20 years of valuation experience and has analyzed and valued companies for numerous purposes, participating in a wide variety of industries, including technology, life sciences, energy, retail, and manufacturing.. View Gerald Cullins's Full Bio

Charles Higgins

Managing Director | CFA

Charles is a Managing Director at Centri Business Consulting. He has more than 25 years of experience in providing fairness and solvency opinions in connection with going private transactions, spin-offs, related-party transactions, recapitalizations, and restructurings. He Joined Centri in March 2021, where he utilizes his skillset across a wide variety of industries, including technology, life sciences, healthcare, manufacturing, retail, professional services, and alternative energy. View Charles Higgins's Full Bio

Manhar Mayank

Senior Manager

Manhar is a Senior Manager at Centri Business Consulting within the Valuation Practice. He has more than 10 years of valuation experience. View Manhar Mayank's Full Bio