Having a Great Idea and Potential Product are Not Enough
There's a chasm between the brilliance of defining a new product and finding its market fit -- and developing the financial foundation to scale the business. What makes someone a great entrepreneur frequently makes him or her pretty bad at steering the financial side of their business. So, what distinguishes someone from the pack is the ability to make both happen.
The Financial Accounting Standards Board (FASB) recently issued revised standards for public and private companies on how to test indefinite-lived intangible assets, other than goodwill, for impairment. The amendments won’t change how a company measures an impairment loss, but they could allow some companies to skip the performance of the quantitative impairment test on assets such as trademarks, licenses and distribution rights when the likelihood of impairment is low.
This amendment does not affect the testing of impairment of long-lived intangible assets whose life is not considered indefinite (i.e., it does not affect those intangibles whose costs are being amortized.)
The amendments, found in Accounting Standards Update (ASU) No. 2012-02, Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, permit companies to make a qualitative assessment to determine whether it’s necessary to perform the quantitative impairment test. The new amendments generally follow the approach of those found in last year’s ASU No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment, and are similarly intended to reduce the cost and complexity of impairment testing.
Under the amendments in ASU 2011-08, a company was required to test an indefinite-lived intangible asset for impairment at least annually. Quantitative testing involved comparing an asset’s fair value with its carrying amount.
If the indefinite-lived intangible asset’s carrying amount exceeded the fair value, the company was required to recognize an impairment loss on its financial statements in an amount equal to the difference. After an impairment loss was recognized, the adjusted carrying amount of the intangible asset was the asset’s new accounting basis.
The amendments in ASU 2012-02 provide the option for a company to make a qualitative evaluation to determine whether it must perform the annual quantitative test for the impairment of indefinite-lived intangible assets. If it chooses this option, the company must assess whether relevant “events and circumstances” affect the significant inputs used to determine fair value and whether it’s more likely than not that the indefinite-lived intangible asset is impaired. “More likely than not” means a likelihood of more than 50%.
If the company concludes that it indeed is more likely than not that the indefinite-lived intangible asset is impaired, it must perform the quantitative testing, calculating the fair value and comparing that amount with the carrying amount to determine the amount of impairment loss to recognize. And, as before, the adjusted carrying amount becomes the indefinite-lived intangible asset’s new accounting basis.
If the company concludes that it isn’t more likely than not that fair value is less than the carrying amount, no further action is necessary. The company must, however, make a positive assertion about its conclusion and the events and circumstances taken into consideration to reach that conclusion.
As mentioned, the qualitative assessment is purely optional. A company can choose to bypass the assessment and proceed directly to calculating an indefinite-lived intangible asset’s fair value for the quantitative impairment test. It may prove more cost effective for a company to skip the qualitative assessment when it believes it’s highly likely that the indefinite-lived intangible asset is impaired. Companies that do so can still conduct the qualitative assessment in any future period.
Notably, FASB stressed that it doesn’t intend to change the practice of how a company evaluates indefinite-lived intangible assets for impairment on an interim basis. Such assets should be tested at least annually and evaluated on an interim basis to consider whether any changes in events and circumstances have occurred that indicate it’s more likely than not that the indefinite-lived intangible assets are impaired.
When making the more-likely-than-not assessment, a company must consider all relevant events and circumstances that could affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets. The amendments replace the previous indicators of potential impairment with a nonexclusive list of events and circumstances that a company should consider, including:
FASB notes that none of the examples listed above represents a standalone event or circumstance that automatically requires an entity to perform the quantitative impairment test. Also, companies can identify other relevant events and circumstances, including, for public companies, a sustained drop in share price.
If a company has made a recent fair value calculation for an indefinite-lived intangible asset, the difference between that fair value and the carrying amount at that time should be included as a factor. FASB observes, though, that the more time that has passed since the company last calculated fair value, the more difficult it may be for the company to draw a conclusion about whether an indefinite-lived intangible asset is more likely than not to be impaired based on a qualitative assessment of relevant events and circumstances.
The company must consider the extent to which the adverse events and circumstances identified could affect the significant inputs used to determine the fair value of the indefinite-lived intangible asset, both individually and in aggregate. It must also consider whether there have been any changes to the indefinite-lived intangible asset’s carrying amount, as well as any positive and mitigating events and circumstances. The existence of mitigating events, however, doesn’t trigger a rebuttable presumption that the company shouldn’t perform the quantitative test.
The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, and early adoption is permitted. If you have questions regarding impairment testing requirements or how to conduct the new qualitative assessment, please give us a call.
If you have questions, please contact William M. Stocker III, Partner-in-Charge of the Professional Practices Group, at 212.503.8875 or by email at email@example.com or an MP&S professional.
Marks Paneth & Shron LLP (MP&S) is a large, regional professional services firm offering a wide range of accounting, auditing, tax, consulting, restructuring, bankruptcy and advisory services as well as litigation and corporate financial advisory services to domestic and international clients.
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