Goodwill – Investments

Goodwill is an intangible asset that is associated with the purchase of one company by another. Specifically, goodwill is the portion of the purchase price that is higher than the sum of the net fair value of all of the assets purchased in the acquisition and the liabilities assumed in the process. The value of a company’s brand name, solid customer base, good customer relations, good employee relations, and proprietary technology represent some reasons why goodwill exists.

Goodwill in accounting is an intangible asset that arises when a buyer acquires an existing business. Goodwill represents assets that are not separately identifiable. Goodwill does not include identifiable assets that are capable of being separated or divided from the entity and sold, transferred, licensed, rented, or exchanged, either individually or together with a related contract, identifiable asset, or liability regardless of whether the entity intends to do so. Goodwill also does not include contractual or other legal rights regardless of whether those are transferable or separable from the entity or other rights and obligations. Goodwill is also only acquired through an acquisition; it cannot be self-created. Examples of identifiable assets that are goodwill include a company’s brand name, customer relationships, artistic intangible assets, and any patents or proprietary technology. The goodwill amounts to the excess of the “purchase consideration” (the money paid to purchase the asset or business) over the net value of the assets minus liabilities. It is classified as an intangible asset on the balance sheet, since it can neither be seen nor touched. Under US GAAP and IFRS, goodwill is never amortized, because it is considered to have an indefinite useful life. Instead, management is responsible for valuing goodwill every year and to determine if an impairment is required. If the fair market value goes below historical cost (what goodwill was purchased for), an impairment must be recorded to bring it down to its fair market value. However, an increase in the fair market value would not be accounted for in the financial statements. Private companies in the United States, however, may elect to amortize goodwill over a period of ten years or less under an accounting alternative from the Private Company Council of the FASB.

The process for calculating goodwill is fairly straightforward in principle but can be quite complex in practice. To determine goodwill in a simplistic formula, take the purchase price of a company and subtract the net fair market value of identifiable assets and liabilities.

Goodwill = P-(A-L)

where: P = Purchase price of the target company, A = Fair market value of assets, L = Fair market value of liabilities.

What Goodwill Tells You?

The value of goodwill typically arises in an acquisition—when an acquirer purchases a target company. The amount the acquiring company pays for the target company over the target’s net assets at fair value usually accounts for the value of the target’s goodwill If the acquiring company pays less than the target’s book value, it gains negative goodwill, meaning that it purchased the company at a bargain in a distress sale.

Goodwill is recorded as an intangible asset on the acquiring company’s balance sheet under the long-term assets account. Under generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS), companies are required to evaluate the value of goodwill on their financial statements at least once a year and record any impairments. Goodwill is considered an intangible (or non-current) asset because it is not a physical asset like buildings or equipment.

Goodwill Calculation Controversies

There are competing approaches among accountants as to how to calculate goodwill. One reason for this is that goodwill represents a sort of workaround for accountants. This tends to be necessary because acquisitions typically factor in estimates of future cash flows and other considerations that are not known at the time of the acquisition. While this is perhaps not a significant issue, it becomes one when accountants look for ways of comparing reported assets or net income between different companies; some that have previously acquired other firms and some that have not.

Goodwill Impairments

Impairment of an asset occurs when the market value of the asset drops below historical cost. This can occur as the result of an adverse event such as declining cash flows, increased competitive environment, or economic depression, among many others. Companies assess whether an impairment is needed by performing an impairment test on the intangible asset.

The two commonly used methods for testing impairments are the income approach and the market approach. Using the income approach, estimated future cash flows are discounted to the present value. With the market approach, the assets and liabilities of similar companies operating in the same industry are analyzed.

If a company’s acquired net assets fall below the book value or if the company overstated the amount of goodwill, then it must impair or do a write-down on the value of the asset on the balance sheet after it has assessed that the goodwill is impaired. The impairment expense is calculated as the difference between the current market value and the purchase price of the intangible asset.

The impairment results in a decrease in the goodwill account on the balance sheet. The expense is also recognized as a loss on the income statement, which directly reduces net income for the year. In turn, earnings per share (EPS) and the company’s stock price are also negatively affected.

The Financial Accounting Standards Board (FASB), which sets standards for GAAP rules, is considering a change to how goodwill impairment is calculated.1 Because of the subjectivity of goodwill impairment and the cost of testing impairment, FASB is considering reverting to an older method called “goodwill amortization” in which the value of goodwill is slowly reduced annually over a number of years.

Goodwill vs. Other Intangibles

Goodwill is not the same as other intangible assets. Goodwill is a premium paid over fair value during a transaction and cannot be bought or sold independently. Meanwhile, other intangible assets include the likes of licenses and can be bought or sold independently. Goodwill has an indefinite life, while other intangibles have a definite useful life.

Limitations of Using Goodwill

Goodwill is difficult to price, and negative goodwill can occur when an acquirer purchases a company for less than its fair market value. This usually occurs when the target company cannot or will not negotiate a fair price for its acquisition. Negative goodwill is usually seen in distressed sales and is recorded as income on the acquirer’s income statement.

There is also the risk that a previously successful company could face insolvency. When this happens, investors deduct goodwill from their determinations of residual equity. The reason for this is that, at the point of insolvency, the goodwill the company previously enjoyed has no resale value.

Example of Goodwill

If the fair value of Company ABC’s assets minus liabilities is $12 billion, and a company purchases Company ABC for $15 billion, the premium value following the acquisition is $3 billion. This $3 billion will be included on the acquirer’s balance sheet as goodwill.

As a real-life example, consider the T-Mobile and Sprint merger announced in early 2018. The deal was valued at $35.85 billion as of March 31, 2018, per an S-4 filing. The fair value of the assets was $78.34 billion and the fair value of the liabilities was $45.56 billion. The difference between the assets and liabilities is $32.78 billion. Thus, goodwill for the deal would be recognized as $3.07 billion ($35.85 – $32.78), the amount over the difference between the fair value of the assets and liabilities.