Notes on FAS NO. 142
Goodwill and Other Intangible Assets

Para.No.
Introduction
1 This statement addresses 
  • financial accounting and reporting for intangible assets acquired individually or 
  • with a group of other assets (but not those acquired in a business combination) at acquisition. 
  • financial accounting and reporting for goodwill and other intangible assets, subsequent to their acquisition.
2 This statement supersedes APB Opinion No. 17, Intangible Assets
Scope
4 The initial recognition and measurement provisions of this statement apply to intangible assets acquired individually or with a group of other assets (but not those acquired in a business combination).
The remaining provisions apply to goodwill that an entity recognizes in accordance with Statement 141 and to other intangible assets that an entity acquires, whether individually, with a group of other assets, or in a business combination.
While goodwill is an intangible asset, the term intangible asset is used in this statement to refer to an intangible asset other than goodwill.
9 An intangible asset that is acquired either individually or with a group of other assets..., shall be initially recognized and measured based on its fair value.
The cost of a group of assets acquired in a transaction other than a business combination shall be allocated to the individual assets acquired based on their relative fair values and shall not give rise to goodwill.

Intangible assets acquired in a business combination are initially recognized and measured in accordance with Statement 141.

Accounting for Intangible Assets
Determining the Useful life of an Intangible Asset
11 The accounting for a recognized intangible asset is based on its useful life to the reporting entity.
An intangible with a finite life is amortized;
An intangible with an indefinite life is not amortized
Useful life is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of that entity.


Intangible Assets Subject to Amortization
12 A recognized intangible asset--amortized over its useful life to the reporting entity, unless that life is determined to be indefinite.
If finite, but precise length of life is not known, then amortize over the best estimate of useful life.
Method--shall reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up.
If pattern cannot be reliably, determined, a straight-line method shall be used.
An intangible asset shall not be written down or off in the period of acquisition unless it becomes impaired during that period.
13 The amount of an intangible to be amortized shall be the amount initially assigned to that asset less any residual value.
Residual value assumed to be zero unless at the end of its useful life to the reporting entity the asset is expected to have a useful life to another entity and:

a. the reporting entity has a commitment from a third party to purchase the asset at the end of its useful life, or

b. the residual value can be determined by reference to an exchange transaction in an existing market for that asset and that market is expected to exist at the end of the asset's useful life.
14
  • The useful life of an intangible that is being amortized shall be evaluated each reporting period to determine if a revision in the remaining period of amortization is warranted.
  • If the useful life is changed, the remaining carrying amount of the intangible shall be amortized prospectively over the revised useful life.
  • If an intangible that is being amortized is subsequently determined to have an indefinite life, the asset shall be tested for impairment in accordance with paragraph 17.  The intangible shall no longer be amortized  and shall be accounted for in the same manner as other intangibles not subject to amortization.
Recognition and Measurement of an Impairment Loss
15
An intangible that is subject to amortization shall be reviewed for impairment in accordance FAS 121 by applying the recognition and measurement provisions of paragraphs 4-11 of that statement. (changed by FAS 144).

An impairment loss shall be recognized if the carrying amount of an intangible asset exceeds its fair value.

After an impairment loss is recognized, the adjusted carrying amount of the intangible asset shall be its new accounting basis.

Subsequent reversal of a previously recognized impairment loss is prohibited.

Intangible Assets Not Subject to Amortization
16
  • If an intangible is determined to have an indefinite useful life, it shall not be amortized until its useful life is no longer indefinite.
  • An entity shall evaluate the remaining useful life of an intangible that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life.
  • If it is subsequently determined that the intangible has a definite useful life, the asset should be tested for impairment in accordance with paragraph 17.
  • The intangible asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner  as other intangibles subject to amortization.
Recognition and Measurement of an Impairment Loss
17 An intangible that is not subject to amortization shall be tested for impairment annually, or more frequently if events. . . indicate that an asset has been impaired.
The impairment test shall consist of a comparison of the fair value of an intangible with its carrying amount.
if the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess.
After an impairment loss is recognized, the adjusted carrying amount of the intangible asset shall be its new accounting basis.
Subsequent reversal of a previously recognized impairment loss is prohibited.
Accounting for Goodwill
18 Goodwill shall not be amortized.
Goodwill shall be tested for impairment at a level of reporting referred to as a reporting unit.
Impairment--condition that exists when the carrying amount of goodwill exceeds its implied fair value.
(Fair value of goodwill can be measured only as a residual value and cannot be measured directly)
The two-step impairment test discussed in paragraphs 19-22 shall be used to identify potential goodwill impairment and measure the amount of a goodwill impairment losss to be recognized (if any).
Recognition and Measurement of an Impairment Loss
19 Step one--used to identify potential impairment:
compare the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; step two therefore is unnecessary.
If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test shall be performed to measure the amount of impairment loss, if any.
20 Step two--used to measure the amount of impairment loss:
compare the implied fair value of reporting unit goodwll with the carrying amount of that goodwill. (use guidance in paragraph 21 to estimate the implied value.)
If the carrying amount of reporting unit goodwill exceeds the implied value of that goodwill, an impairment loss shall be recognized in an amount equal to that excess.
The loss recognized cannot exceed the carrying amount of goodwill.
After a goodwill impairment loss is recognized, the adjusted carrying amount of goodwill shall be its new accounting basis. 
Subsequent reversal of a previously recognized goodwill impairment loss is prohibited once the measurement of that loss is completed.
21 The implied value of goodwill shall be determined in the same manner as the amount of goodwill recognized in a business combination is determined.
The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied value of goodwill.
This allocation process is performed only for purposes of testing goodwill for impairment; assets and liabilities should not be written up or down, nor should any previously unrecognized intangible asset be recognized as a result of this allocation process.
22 If the second step of the goodwill impairment test is not complete before the financial statements are issued and a goodwill impairment loss is probable and can be reasonably estimated, the best estimate of that loss shall be recognized in those financial statements
.
Must disclose the fact that the measurement of the impairment loss is an estimate.

Any adjustment to that estimated loss based on the completion of the measurement of the impairment loss shall be recognized in the subsequent reporting period.

Fair Value Measurements
23 The fair value of an asset (or liability) is the amount at which that asset (or liability) could be bought (or incurred) or sold (or settled) in  a current transaction between willing parties, that is, other than in a forced or liquidation sale.
Thus, the fair value of a reporting unit refers to the amount at which the unit as a whole could be bought or sold in a current transaction between willing parties.
Quoted market prices are the best evidence of fair value and should be used as the basis for the measurement, if available.
24 If quoted market prices are not available, the estimate of fair value shall be based on the best evidence available, including prices for similar assets and liabilities and the results of using other valuation techniques.
A present value technique is often the best available technique with which to estimate the fair value of a group of net assets....
25 ...a valuation technique based on multiples of earnings or revenue ... may be used if that technique is consistent with the objective of measuring fair value.
When to test Goodwill for impairment
26 Goodwill of a reporting unit shall be tested for impairment on an annual basis and between annual tests in certain circumstances.
Financial Statement Presentation

Intangible Assets
42 At a minimum, all intangible assets shall be aggregated and presented as a separate line item in the statement of financial position.
Does not preclued presentation of individual intangible assets or classes of intangible assets a separate line items.
The amortization expense and impairment losses for intangible assets shall be presented in income statement line items within continuing operations....

Goodwill
43 The aggregate amount of goodwill shall be presented as a separate line item in the statement of financial position.  The aggregate amount of goodwill impairment losses shall be presented as a separate line item in the income statement before the subtotal income from continuing operations (or similar caption) unless a goodwill impairment loss is associated with a discontinued operation.  A goodwill impairment loss associated with a discontinued operation shall be included (on a net-of-tax basis) within the results of discontinued operations.

This summary does not substitute for reading the original pronouncement!
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