2. Steve Schuetz, CFA, ASA
• Mr. Schuetz specializes in the valuation of businesses, assets
and liabilities for financial reporting and tax purposes. In particular, he
focuses on the valuation of intellectual property/intangible assets such as
trademarks, technology, re-acquired rights, software and customer
relationships. He also values business interests for fairness and solvency
opinions.
• Mr. Schuetz holds the CFA designation, awarded by the CFA Institute and is
an Accredited Senior Appraiser of the American Society of Appraisers (ASA).
Mr. Schuetz is a board member of the Tampa Bay Chapter of the Association
for Corporate Growth (ACG).
• Mr. Schuetz is a frequent presenter on valuation issues for financial
reporting purposes and recently presented at the University of South Florida.
2
3. P.J. Patel, CFA
• Mr. Patel specializes in the valuation of businesses, assets and
liabilities for financial reporting purposes. In particular, he focuses on
the valuation of intellectual property/intangible assets such as
trademarks, technology, software, customer relationships and
IPR&D. He also values business interests for tax purposes.
• Mr. Patel is an active member of the AITF and is currently a member of
the Appraisal Foundation Working Group preparing a Practice Aid for
the valuation of customer relationships. Mr. Patel holds the CFA
designation, awarded by the CFA Institute.
• Mr. Patel is a frequent presenter on valuation issues for financial
reporting purposes and has recently presented on valuation issues
relating to SFAS No. 141/141R, SFAS No. 142/144, SFAS No. 157
and other emerging issues. Mr. Patel recently spoke at the AICPA SEC
conference in Washington D.C.
3
4. Valuation Research Corporation
• Formed in 1975, VRC has eight U.S. offices and eight international
affiliates.
• VRC provides M & A advisory services, fairness and solvency opinions in
support of corporate transactions, and valuations of intellectual property
and tangible assets for financial reporting and tax purposes.
• VRC maintains relationships with corporations, lenders, accountants,
investment banks, private equity firms, and law firms.
• VRC was instrumental in forming the Appraisal Issues Task Force (AITF), a
valuation industry group that meets quarterly to discuss financial reporting
related valuation issues.
4
5. Agenda – Lessons Learned: Impairment Testing in 2010
and Beyond
• Recurring Issues & Specific Case Studies
• Enterprise, total assets or equity valuation
• Deferred income tax considerations in applying the goodwill impairment test
• Impairment testing under ASC 360
• Discount rates and the selection of multiples
• Reconciliation of valuation methodologies
• Implied control premiums
• Common Questions in the Audit Review Process
• Reporting Unit
• Indefinite-lived assets
• Conclusion: Lessons Learned
5
6. Enterprise, Total Assets or Equity Valuation
• ASC 350 states that the first step of the Goodwill Impairment Test is
to compare the fair value of a Reporting Unit to its Carrying Value
• EITF 10-A will provide guidance on how the Carrying Amount of a
Reporting Unit should be determined when performing Step 1 of the
Goodwill Impairment Test
• FASB put off the issue for discussion at a future meeting
• With no specific guidance, there are different interpretations
• Alternatives:
• Enterprise Level
• Total Asset Level
• Equity Level
6
7. Enterprise, Total Assets or Equity Valuation (cont.)
Goodwill Testing at the Enterprise Level
• Tested by comparing the Carrying Value of the Enterprise with its
Fair Value
• Enterprise Value (EV) is commonly defined as:
Debt plus equity
or
Total assets less debt-free current liabilities adjusted for deferred taxes
7
8. Enterprise, Total Assets or Equity Valuation (cont.)
Advantages and Disadvantages of EV
(+) Generally accepted valuation methodologies and techniques
are designed to determine EV
(+) The EV reflects the fair value of debt and equity, thus avoiding
the issue of having to estimate the fair value of debt or timing of
debt repayment
(+) Many transactions are consummated at the EV level, thereby
providing important valuation inputs and market based support
for value conclusions
(+) If a Step 2 calculation is required to measure the fair value of
goodwill, EV provides a logical starting point
8
9. Enterprise, Total Assets or Equity Valuation (cont.)
Goodwill Testing at the Total Asset Level
• Tested by comparing the Carrying Value of Total Assets with its Fair
Value
• Total Asset Value is commonly defined as:
EV plus debt-free liabilities adjusted for deferred taxes
or
the left side of the balance sheet
9
10. Enterprise, Total Assets or Equity Valuation (cont.)
Advantages and Disadvantages of Total Assets
(+) Testing level would appear to be logical since in Step 1, the
purpose is to determine if goodwill impairment may exist
(-) The fair value of total assets cannot be directly calculated, as EV
must first be calculated and then adjusted for debt-free liabilities
and deferred taxes
(-) Transactions are infrequently consummated at this level, thereby
making FV and CV estimates less meaningful
10
11. Enterprise, Total Assets or Equity Valuation (cont.)
Goodwill Testing at the Equity Level
• Tested by comparing the Carrying Value of the Equity with its
Fair Value
• Total Equity Value is commonly defined as:
EV less Debt
11
12. Enterprise, Total Assets or Equity Valuation (cont.)
Advantages and Disadvantages of Equity
(+) The Carrying Value can be taken directly from the Reporting Unit’s
balance sheet
(+) If the Reporting Unit is a public company with a single Reporting Unit, a
simple comparison of market capitalization with the Carrying Value of
equity can provide an initial Step 1 indication
(-) Valuing the equity requires accounting for the debt of the Reporting
Unit. Significant diversity exists regarding whether debt should reflect
fair value, book value, or the current obligation. The method of
incorporating debt may lead to different Step 1 conclusions (i.e., the
choice may not be consistent with how investors value equity)
(-) In situations where the Reporting Unit has negative equity, the Step 1
conclusion would result in no impairment, since the fair value of the
equity cannot be below zero. This conclusion is not intuitive and can
differ from the conclusion at the total asset or EV level
12
13. Goodwill Testing - Equity vs EV Level – Case Study
Equity Level versus Enterprise Value level
• Public company that operates in the steel fabrication industry
• Substantial goodwill as a result of a large acquisition
• Operating results depressed as a result of the downturn in the economy
• Stock price depressed as of the valuation date
• Negative book value of equity
• Due to long life on PP&E, long lived assets pass the ASC 360 recoverability
test: No impairment of long lived assets
• Based on an Equity level test, implication was that there was no impairment
• This specific Big 4 auditor typically requires testing at the Equity level, but
asked for an EV level test in this case
• EV level test indicated impairment at Step 1, and a Step 2 analysis was
performed as a result
• Result was a significant goodwill write-off
13
14. Deferred Income Tax Considerations (EITF 02-13)
• How should an entity account for differences between the book and
tax bases of assets and liabilities (i.e., deferred tax balances) in
determining:
a) A Reporting Unit’s fair value?
b) A Reporting Unit’s carrying amount? and
c) The implied fair value of goodwill?
• The Emerging Issues Task Force (EITF) reached consensus on the
following issues.
14
15. Deferred Income Tax Considerations (cont.)
Issue 1: Assumption regarding whether an assumed sale would be
taxable or nontaxable
• Matter of judgment evaluated in a case-by-case basis, and should consider:
• Whether the assumption is consistent with those that marketplace participants
would incorporate into their estimates of fair value,
• The feasibility of the assumed structure, and
• Whether the assumed structure results in the highest economic value to the
seller for the reporting unit, including consideration of related tax implications.
• In determining the feasibility of a nontaxable transaction, an entity should
consider:
• Whether the reporting unit could be sold in a nontaxable transaction, and
• Whether there are any income tax laws and regulations or other corporate
governance requirements that could limit an entity’s ability to treat a sale of the
unit as a nontaxable transaction.
15
16. Deferred Income Tax Considerations (cont.)
Issue 2: Should Deferred Income Taxes be included in the carrying
amount of a Reporting Unit for purposes of Step 1 of the ASC
350 (SFAS 142) goodwill impairment test?
• Deferred income taxes should be included in the carrying value of a
Reporting Unit, regardless of whether the fair value of the Reporting Unit will
be determined assuming it would be bought or sold in a taxable or
nontaxable transaction
16
17. Deferred Income Tax Considerations (cont.)
Issue 3: For purposes of determining the implied fair value of a
Reporting Unit’s goodwill in Step 2 of ASC 350 (SFAS 142),
what income tax basis an entity should use for a Reporting
Unit ‘s assets and liabilities in order to measure deferred tax
assets and liabilities (i.e., existing or new).
• Use the income tax basis of a Reporting Unit’s assets and liabilities implicit
in the tax structure assumed in the estimation of fair value of the Reporting
Unit in Step 1
• In performing Step 2 of the goodwill impairment test, the implied fair value of
a Reporting Unit’s goodwill is determined in the same manner that the
amount of goodwill recognized in a business combination was estimated
and accounted for in accordance with ASC 805 (SFAS 141/141r).
17
18. Deferred Income Tax Case Study
• Private company (the “Company” or “Reporting Unit”) that operates in the computer
software industry
• Reporting Unit fails Step 1 of the goodwill impairment test; Step 2 must be performed
• In Step 1 of the ASC 350 impairment test, the company concludes that’s it would recognize
the highest economic value from the Reporting Unit by selling it in a nontaxable
transaction; as a result of this assumption the analysis in Step 2 would be as follows:
• Fair Value of Reporting Unit $ 12,409
• Less Fair Value of net tangible &
identifiable intangible assets (5,472)
Less deferred tax assets (or Plus deferred tax liabilities)
**($3,082 – $4,198 = ($1,116) x 40% = ($446)) 446
• Implied Fair Value of Goodwill 6,491
• Carrying Value of the Goodwill 10,500
• Indicated Impairment $ 4,009
• **$3,802 = Fair Value of Net Assets; $4,498 = Tax Basis of Net Assets; 40% = Tax Rate
• Deferred tax accounts on the books at the time of valuation may differ from the theoretical
deferred tax accounts which result from the impairment testing (as shown above).
18
19. Deferred Income Tax Case Study (cont.)
• Applying a taxable transaction assumption with the same Company the analysis would be
as follows :
• Fair Value of Reporting Unit $ 12,409
• Less Fair Value of net tangible &
identifiable intangible assets (5,472)
Less deferred tax assets (or Plus deferred tax liabilities)
**($3,082 – $3,082 = 0 x 40% = 0) 0
• Implied Fair Value of Goodwill 6,937
• Carrying Value of the Goodwill 10,500
• Indicated Impairment $ 3,563
• **$3,802 = Fair Value of Net Assets; $3,802= Tax Basis of Net Assets; 40% = Tax Rate
• As Fair Value = tax basis in a taxable no deferred tax liability or asset exists.
19
20. Impairment Testing Under ASC 360 (SFAS 144)
An impairment loss shall be recognized if the Carrying Amount of a
long-lived asset (Asset Group) is not recoverable and exceeds its
fair value
• An Asset Group is the lowest level for which identifiable cash flows are
largely independent of the cash flows of other groups of assets and
liabilities (paragraph 360-10-35-23).
• The carrying amount of a long lived asset (Asset Group) is not recoverable
if it exceeds the sum of the undiscounted, pretax cash flows expected to
result from the use and eventual disposal of the asset (Asset Group).
• Life is based on the remaining useful life of the primary asset.
20
21. Impairment Testing Under ASC 360 (SFAS 144) (cont.)
3 Steps ASC 360
• Step 1: Undiscounted Cash Flow Recoverability Test
• If Impairment is indicated (carrying amounts exceed the sum of
undiscounted cash flows) proceed to Step 2
• Step 2: Determination of Impairment Loss
• Fair Value of long-lived asset (asset group) less the carrying value of the
asset (aggregate carrying value of the asset group)
• Step 3: Allocation of the Impairment Loss
• Pro-rata allocation of impairment loss starting from the greatest to least
proportional asset
• Fair values of the individual long-lived assets being tested are applied as a
floor value
• Pro-rata allocation amounts that exceed impairment allowed per the floor
value carry forward to be allocated on a pro-rata basis to the remaining long-
lived assets
• Possible that not all impairment is allocated to the long-lived assets based
on fair value floor
21
22. Impairment Testing Under ASC 360 - Case Study
Impairment Testing of Long-lived Assets
• Private company that operates in the for-profit education industry
• Substantial goodwill as a result of acquisition by a PEG
• Operating results depressed as a result of the downturn in the
economy
• Asset Group is the Reporting Unit
• Primary Asset is Building
• Long-lived assets were PP&E and customer relationships
• Impairment indicated on pretax, pre-discounted cash flow basis
• Step 2 - Calculation determined impairment of $4 mil.
• Step 3 - Impairment limited to $50k (customer value) as the fair
value of the PP&E exceeded book value
• Excess impairment goes to goodwill
22
23. Discount Rate
Key consideration is “market participant” versus subject entity
WACC components:
• Capital Structure assumption
• Key driver of discount rate
• Subject company structure or market participant structure?
• Assumed Cost of Debt
• After tax
• Cost of Equity
• Risk-free rate
• Beta
• Equity risk premium
• Size premium
• Subject company size vs market participant size, or somewhere
in-between?
• Additional company-specific risk premium
23
24. Reconciliation of Valuation Methodologies
Preferred valuation methodology is development of a value estimate
using multiple valuation approaches.
• Appropriate approach(s) dictated by underlying fundamentals of the subject
company and availability of relevant market data.
• Approach(s) employed, underlying assumptions, and independent market
support under greater scrutiny in audit review.
• Valuation methodologies are the Cost Approach, the Market Approach, and
the Income Approach.
• Support for valuation approach weightings in conclusions
24
25. Reconciliation of Valuation Methodologies (cont.)
Cost Approach
• Used generally in start-ups, situations involving businesses with going
concern questions, or holding companies
• Cost approach represents a “sum of the parts” valuation
• Fair value underlying assets (including intangible assets) and liabilities
25
26. Reconciliation of Valuation Methodologies (cont.)
Market Approach
Guideline Company Market Approach
• Are there a sufficient number of comparable companies from which
meaningful conclusions may be drawn?
• Do the multiples derived from the publicly traded comparables require
adjustments to reflect differences between them and the subject?
• Do the publicly traded comparables experience sufficient liquidity (average
daily trading volume) from which meaningful conclusions may be drawn?
• Does current market volatility (specific comparable company volatility)
impact selection of appropriate multiples?
26
27. Reconciliation of Valuation Methodologies (cont.)
Market Approach (cont.)
Transactions Multiples Market Approach
• Are there a sufficient number of comparable transactions from which
meaningful conclusions may be drawn?
• Are they recent, reflecting current capital markets?
• Do the multiples derived from the transactions require adjustments to reflect
differences between them and the subject?
• Is there sufficient information from which synergies/restructuring costs can
be quantified and transactions drivers can be identified?
• What is the composition of the buyers?
• Differences in operational approaches (strategic versus financial)
• Differences in capital structure (strategic versus financial)
27
28. Reconciliation of Valuation Methodologies (cont.)
Income Approach (Discounted Cash Flow – “DCF”)
Key elements:
• Underlying cash flow projections -
• Historical budgets/forecasts versus actual
• Budget process (e.g., formal, bottom-up approach; one-year
budget versus multi-year forecast)
• Historical volatility of revenue and cash flow
• Weighted Average Cost of Capital
• Long-term growth rate assumption
• Terminal value calculation
• Tax impacts layered into DCF or accounted for separately
28
29. Reconciliation of Valuation Methodologies – Case Study
Application of Cost, Market & Income Approaches
• Private company that operates in the publishing industry
• Started valuing the business in June 2007, twice per year
• Valuation in June 2007 employed a market approach (guideline companies
and transactions) and a DCF analysis
• 50% weighting on market approaches, 50% weighting on DCF
• Valuation in December 2007 employed a market approach (guideline
companies and transactions) and a DCF analysis
• 50% weighting on market approaches, 50% weighting on DCF
• Value declined 40% based on deteriorating operating results and market
multiples
• Valuation in December 2008, and thereafter, employed a cost approach
• Value declined 25% based on deteriorating operating results and market
multiples
• Management no longer able to provide forecasts with a reasonable level of
confidence
29
30. Implied Control Premiums
Fair Value Relative to Market Value
• Consideration when testing publicly traded companies
• Mergerstat data shows range from 0% to 100%
• Industry averages/means typically range from 0% to 35%
• Is a value conclusion that implies a control premium reasonable?
• Does an implied control premium explain completely a fair value
higher than the market capitalization?
• Did the valuation methodologies employed consider a control
premium?
30
31. Control Premiums
• What is a Control Premium?
• What is an Acquisition Premium?
• Current Views
31
32. Implied Control Premiums – Case Study
Implied Control Premium
• Public company that operates in the transportation industry
• Market price of stock on the testing date: approx. $2.40 per share
• Fair Value conclusion of stock value on testing date: approx. $5/per
share
• Implied Control Premium: approx. 107%
• During audit review, explained:
• Only some of premium related to benefits resulting from control
• Some of premium related to negative overreaction to industry
• Market had not priced-in benefits of fuel surcharge
• Market had not priced-in benefits of acquisition synergies
• We had numerous analysts’ reports setting $6+ target prices for the stock
• Shortly after the sign-off by the auditors, stock price increased to more
than $5 per share
32
33. Recent Audit Review Questions
Audit Review Questions
Relating to the valuation of a Reporting Unit:
• Discuss and support the reconciliation of valuation methodologies
• Support the conclusion of the Discount Rate/WACC used in the
Income Approach (WACC)
• How did the valuation specialist get comfortable with
management’s projections?
• What is the fair value of the subject reporting unit’s debt and how
might the WACC analysis change if the fair value of the subject’s
debt was used in the analysis?
• How is corporate debt allocated to separate reporting units?
• How is corporate overhead allocated to reporting units?
• For public companies, detail market capitalization reconciliation
(allocation to the individual reporting units)
33
34. Recent Audit Review Questions
Audit Review Questions (cont.)
• Relating to the valuation of Indefinite-lived Intangible Assets
• Provide a comparison of discount rates and royalty rates applied
from one year to the next and discuss why the rates changed/stayed
the same
• Relating to the impairment testing of long-lived assets
• What is the appropriate level of aggregation for the asset group?
• What is the primary asset?
• What is the remaining useful life?
34
35. Contact Information
PJ Patel
ppatel@valuationresearch.com
609-243-7030
Steve Schuetz
sschuetz@valuationresearch.com
813-463-8511
35
36. U.S. Office Locations
Boston Milwaukee San Francisco
101 Federal Street 330 East Kilbourn Avenue 50 California Street , Suite 3050
Boston, MA 02110 Milwaukee, WI 53202 San Francisco, CA 94111
617.342.7366 414.271.8662 415.277.1800
Chicago New York Tampa
200 W. Madison Street 500 Fifth Avenue 777 S. Harbour Island Blvd.
Chicago, IL 60606 New York, NY 10110 Suite 980
312.957.7500 212.983.3370 Tampa, FL 33602
813.463.8511
Cincinnati Princeton
105 East Fourth Street 200 Princeton Corporate Center
Cincinnati, OH 45202 Ewing, NJ 08628
513.579.9100 609.452.0900
36
37. International Affiliate Office Locations
Buenos Aires London Monterrey
Franklin D. Roosevelt 2445 Cloister House Antonio Gaona No. 2000-401
Piso 10 Riverside Col. Florida
Buenos Aires C1428 BOK New Bailey Street Monterrey, N.L.
Argentina Manchester, M3 5AG C.P. 64810
Mexico
Caracas Madrid
Oficina 1-3, Torre Charan, Alcalá, 265, Edificio 2
Avenida Los Mangos 28027 Madrid São Paulo
Las Delicias, Caracas 1050 Spain Rua Paes Leme, 524 - 12 Andar
Venezuela - Pinheiros
CEP 05424-904 São Paulo SP
Hong Kong Melbourne Brazil
22nd Floor, Siu On Centre Level 10, 470 Collins St.
188 Lockhart Road Melbourne, Victoria 3000
Wanchai, Hong Kong Australia
37
