What Is Goodwill?: Key Takeaways
What Is Goodwill?: Key Takeaways
What Is Goodwill?: Key Takeaways
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.
KEY TAKEAWAYS
Goodwill
Understanding Goodwill
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 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. 2 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.
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
2018.3 The deal was valued at $35.85 billion as of March 31, 2018, per an S-4
filing.4 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. 5