Causes and consequences of goodwill impairment losses

The paper examines the reaction of market participants to the announcement of a goodwill impairment loss, the nature of the information conveyed by the loss, and whether a cause of goodwill impairment can be traced back to overpayment for targets at the time of prior acquisitions. Our evidence suggests that both investors and financial analysts revise their expectations downward on the announcement of an impairment loss. We find that the negative impact of the loss is significant under different reporting regimes, that is, pre-SFAS-142, transition period and post-SFAS-142, though it is lower in the post period. We further show that goodwill impairment serves as a leading indicator of a decline in future profitability. Our tests also reveal that proxies for overpayment for targets can predict the subsequent goodwill impairment. Indirect evidence suggests that firms with potentially impaired goodwill that did not report an impairment loss may have used their managerial discretion to avoid taking the loss.     

The relative and incremental value relevance of goodwill before and after SFAS No. 142

We explore the value relevance of goodwill against two benchmarks: other accounting information and long-lived tangible assets. Prior research suggests that fair value estimates for goodwill must be inferred from other available information because of the nature of goodwill, including its intangibility. Such inferences are highly discretionary and may limit the usefulness of reported goodwill estimates. Because Statement of Financial Accounting Standards (SFAS) No. 142 relies exclusively on fair value estimates to subsequently measure goodwill, reported values considering management’s increased discretion may be less reliable and less value relevant when presented in conjunction with other accounting information. However, the subsequent accounting measurement for goodwill is not dissimilar from the subsequent measurement for long-lived tangible assets, which are also subject to impairment. In general, impairment measurement is subjective; management may have greater insight, even in the presence of management incentives and other accounting information, that may help confirm or disconfirm investors’ own goodwill estimates. Using other accounting information and long-lived tangible assets as benchmarks for the value relevance of goodwill, we find that reported goodwill provides greater value relevance relative to other accounting information after SFAS 142 and that the difference between the value relevance of goodwill and other long-lived tangible assets is also significantly greater following SFAS 142.     

Has goodwill accounting gone bad?

Prior to SFAS 142, goodwill was subject to periodic amortization and a recoverability-based impairment test. SFAS 142 eliminates periodic amortization and imposes a fair-value-based impairment test. We examine the impact of this standard on the accounting for and valuation of goodwill. Our results indicate that the new standard has resulted in relatively inflated goodwill balances and untimely impairments. We also find that investors do not appear to fully anticipate the untimely nature of post-SFAS 142 goodwill impairments. Overall, our results suggest that, in practice, some managers have exploited the discretion afforded by SFAS 142 to delay goodwill impairments, thus temporarily inflating earnings and stock prices.     

Overpaid acquisitions and goodwill impairment losses — Evidence from the US

The purpose of this study is to shed light on the reliability of accounting goodwill numbers by examining whether many goodwill impairment losses arise from overpayment for the target at the time of the acquisition, rather than from a subsequent deterioration of goodwill values. A second related objective is to assess whether the goodwill impairment test introduced by SFAS 142 improved the ability of accounting standards to timely capture situations in which the amount of goodwill is overstated and should thus be written down.     

Peer effect in the initial recognition of goodwill

This study investigates the peer effect in the initial recognition of goodwill. We find that firms imitate their peers in the initial recognition of goodwill. The higher the tendency for imitation, the higher the proportion of goodwill recognized. Imitation behavior in the initial recognition of goodwill cannot be explained by information acquisition or rivalry motivations. Instead, we find evidence that managers’ opportunistic motivations explain the peer effect in the initial recognition of goodwill and the overestimation of goodwill arising from imitation tendencies. Executive overconfidence weakens the peer effect but exacerbates the overestimation of goodwill caused by imitation tendencies. Finally, the higher the imitation tendency, the greater the probability and amount of goodwill impairment in the future. This further confirms that the peer effect leads to overestimation of goodwill. The findings of this study enrich the literature on goodwill and provide insightful empirical evidence for regulating goodwill accounting. The results show that the conservatism principle should be reinforced in the initial recognition of goodwill.     

Goodwill—an Example of Puzzle-Solving in Accounting—a Reply

Grinyer and Russell's (G&R, 1992) contention that Ma and Hopkins (1988) have imposed the mutually exclusive rules of the valuation-based paradigm on the matching-based paradigm that underlies accounting practice is overly defensive and misguided. Our 1988 paper was an attempt to throw light on why there was so little agreement on the rules governing the treatment of goodwill. G&R's comment does not change our view that the only answer to the 'puzzle' lies in the lack of a full understanding of the nature of goodwill.     

Market Perception of Goodwill: Some Empirical Evidence

Accounting and reporting for goodwill has been on the agenda of the Financial Accounting Standards Board, the International Accounting Standards Committee, the UK's Accounting Standards Board, and the US Congress. Goodwill has also been the subject of Securities Exchange Commission rulings directed at specific companies. The attention directed towards goodwill would suggest that it is a material asset for a large number of firms. This article analyses the market perception of goodwill as an asset in the determination of the firm's valuation. Also explored is whether the market values goodwill to the same degree as it values other assets. The results of this study found that the market perceives goodwill as an asset and incorporates the information in the valuation of a firm. The findings of this study could be of importance to those involved in and affected by standard-setting deliberations involving goodwill.     

Assessing the Value of Growth Option Synergies from Business Combinations and Testing for Goodwill Impairment: A Real Options Perspective

Goodwill is an intangible asset, and therefore hard to measure and difficult to account for. This article argues that the two‐stage impairment test for acquired goodwill under SFAS 142 has several limitations. Most important, it measures aggregate rather than acquired goodwill, making it very difficult to separate acquisition‐related goodwill from aggregate enterprise goodwill after a business combination. As a consequence, any potential deterioration of acquired goodwill value could be concealed by increases in internally generated goodwill. As an alternative, the authors propose a real options approach to managing a business unit portfolio as a better framework for conducting the goodwill impairment test. A real options approach to testing goodwill for impairment—as opposed to the standard fair value assessment based on DCF analysis—not only accounts for deterioration in the value of goodwill, but also captures upward potential. It enables tracking of the changes in goodwill value from one period to the next, providing a less biased estimate of its real value at each point in time.     

商誉的内涵及其确认问题探讨

本文立足于商誉问题的既有文献,在对商誉构成进行深入探讨的基础上,尝试对商誉的确认进行拓展性的分析。本文首先对商誉进行了分解,指出商誉的构成应更"干净化",应该只包括"合并商誉"和被并购企业的自创商誉。前者的确认是因为存在客观的证据,而后者是因并购行为而得以显性化。以此为基础,本文探讨了商誉是否应该在财务报表上确认为一项资产、如何进行初始确认与后续确认等问题。     

商誉减值准则的变迁及启示:国际视野与中国实践

近年来,我国商誉减值乱象频发,很多上市公司因计提巨额商誉减值导致出现巨额亏损,引发了众多学者对商誉计量的高度关注。由于经济发展存在较大差异,不同国家的商誉准则也有很大区别。国际会计准则委员会、美国会计准则委员会及中国财政部会计准则委员会对有关商誉后续处理方法的准则规定存在很大不同,而大多数学者仅选取其中两者进行对比分析。纵观三者来看,我国商誉准则的变化受国际及美国会计准则委员会的综合影响较大,值得通过对比和分析来获得启示,为我国未来商誉准则的发展提供参考。     

放松卖空管制能够抑制并购商誉泡沫吗？

本文以我国放松卖空管制作为切入点,系统检验了其对并购商誉泡沫的影响。研究发现,放松卖空管制之后,超额商誉显著下降,同时商誉资产也显著下降,且该效应在民营控股公司中更显著;机制检验发现,卖空通过吸引更多分析师跟踪、增加对管理者的激励来抑制商誉泡沫;进一步研究发现,在市场化水平较高、行业竞争度较低的情形下,卖空机制对商誉泡沫的抑制作用更强。本文的研究结论丰富了卖空和并购商誉领域的文献,并为以市场导向原则化解并购商誉泡沫提供了新思路和新范式。     

Does writing down goodwill imperil a CEO’s job?

We find that accounting charges for goodwill impairment, which imply a deterioration in the capabilities of acquired assets to generate expected cash flows, provide useful indicators of CEO underperformance. The results show that the size and presence of a goodwill impairment charge are positively associated with forced, but not voluntary, CEO turnovers. This implies that goodwill impairment provides information before CEO changes occur. We also find that goodwill impairment has incremental power to predict forced turnover when it is unexpected based on book value relative to market value of equity and when it runs counter to overall firm performance. The association between goodwill impairment and forced CEO turnover varies with audit quality, consistent with the importance of the perceived reliability of accounting information for its effect on CEO retention decisions. Given that the FASB recently considered eliminating annual goodwill impairment testing (FASB, 2022) whereas the IASB not only prefers impairment testing but is considering requiring additional related disclosures (IASB, 2020), our evidence on the informativeness of goodwill impairment charges is timely.     

The potential harms of goodwill impairment avoidance: Evidence based on future performance and stock prices

The rapidly increasing volume of goodwill assets in the capital market generates potential risks due to the possibility of an untimely recognition of goodwill impairment. In this paper, we investigate the financial consequences of goodwill impairment avoidance based on firms’ future performance and stock prices. Using Chinese A-share listed firms with goodwill balances, we find that avoiding goodwill impairments negatively affects a firm’s performance growth and increases its risk of a future stock price crash. These adverse effects continue for the three years following the goodwill impairment avoidance. Our results indicate that goodwill impairment avoidance has detrimental impacts on a firm’s future performance and stock price and that these impacts are persistent. Our conclusions are helpful for regulators on how to prevent the risks hidden in goodwill impairment recognition and maintain the stable development of the financial market.     

Goodwill or “No-will”: Hubris in the tone at the top

In this study, we examine the effect of hubris in the “tone at the top” on goodwill accounting, specifically the proportion of the purchase price allocated to goodwill following a business combination, and subsequent decisions to write down goodwill. Using a sample of CEO letters to shareholders from firms listed on the Stockholm Stock Exchange, we carry out textual analysis of CEO letters to identify hubristic language markers. Regression analyses show that hubristic tone is positively and significantly associated with the purchase price allocation to goodwill. Furthermore, we predict that hubristic managers are more likely to overestimate future cash inflows related to goodwill and are less likely to perceive the need for a potential write-down. Consistent with this prediction, we find that hubristic tone in the CEO letters is associated with less timely goodwill write-downs. This study contributes to the literature on goodwill accounting, the role of CEO attributes on corporate decision making, and to research on CEO-speak, by providing evidence that a hubristic tone at the top can explain strategic choices by management and accounting outcomes.     

Reviewing IFRS Goodwill Accounting Research: Implementation Effects and Cross-Country Differences

We review 42 studies from 2008 to early 2017 about IFRS goodwill accounting choices for recognition, impairment, and disclosure of goodwill, focusing on cross-country evidence of implementation effects. We develop a model of application of goodwill accounting based on IFRS 3, IAS 36, and country- and firm-level influences to analyze the research and to summarize existing evidence about goodwill accounting choices. We report evidence in support of IFRS accounting for goodwill recognition, impairment, and disclosure from many countries. However, evidence regarding value relevance is mixed. Overall, there is a lack of cross-country evidence regarding factors affecting goodwill accounting. Many studies show goodwill recognition, impairment, and disclosure are associated with economic and firm factors, and there is some evidence about the impact of managerial incentives and a lack of timeliness in impairment recognition. There is scope for more cross-country studies showing how institutional factors affect the application of IFRS 3 and IAS 36.     

Accounting For Goodwill

This article provides a means of resolving one of accounting's ongoing problems—how to account for goodwill in an era where the unidentifiable intangible asset is often an entity's largest value component. Despite the general recognition that, in practice, the two classes of goodwill are indistinguishable in terms of their ability to generate streams of revenue, a distinction is traditionally drawn between internally generated and purchased goodwill. The former should not be brought to account because it is impossible to do so within the accepted rules of double entry bookkeeping and historical cost based accounting. On the other hand, there is no difficulty in bringing purchased goodwill to account, but controversy has always existed as to how to treat the amount once recognized. It can confidently be expected that, as anomalies and practical difficulties manifest themselves in practice, the current impairment regime will, in its turn, be abandoned.     

Do goodwill impairments affect audit opinions? Evidence from China

There has been a steady growth of goodwill impairments in the Chinese stock market since the adoption of the impairment approach in accounting. The influence of goodwill impairments on a firm’s financial position and profitability give reason to doubt its current and future performance. We examine whether auditors, as a crucial external monitor, identify the information risks of goodwill impairments and express their concerns about financial reporting quality in their audit opinions. Using a sample of firms listed on China’s A-share market from 2007 to 2017, we test the association between goodwill impairments and the type of audit opinion received in the same financial period. Our findings are as follows. First, the probability of receiving a modified opinion increases with the amount of goodwill impairments. Second, the positive association between goodwill impairments and modified audit opinions is driven primarily by earnings management risks. Third, this positive association is more salient when auditors are industry experts and there is no auditor–client mismatch. Fourth, auditors are more sensitive to the amount of goodwill impairments than to their mere existence. Overall, we document that auditors perceive goodwill impairments as a signal of information risks and communicate their concerns to investors to avoid litigation.     

Governance or reputation? Flexible tax enforcement and excess goodwill: Evidence from the taxpaying credit rating system in China

This study investigates the effect of flexible tax enforcement on firms’ excess goodwill using unique manually collected data on taxpaying credit rating in China from 2014 to 2021. We document that A-rated taxpayer firms have less excess goodwill; A-rated firms reduce excess goodwill by 0.005 vis-a-vis non-A-rated firms, which accounts for 100% of the mean value of excess goodwill. This finding holds after multiple robustness tests and an endogeneity analysis. Moreover, this negative effect is more pronounced in firms with low information transparency, that are non-state-owned and that are located in regions with low tax enforcement intensity. The channel test results suggest that taxpaying credit rating system as flexible tax enforcement reduces firms’ excess goodwill through a reputation-based effect and not a governance-based effect. This study reveals that the taxpaying credit rating system in China as flexible tax enforcement can bring halo effect to A rating firms, thereby limiting irrational M&As and breaking goodwill bubble.     

Goodwill—an Example of Puzzle-Solving in Accounting—a Comment

Ma and Hopkins' (1988) paper on accounting for goodwill derives insupportable conclusions because its analysis is based on an inappropriate paradigm. This comment presents a supportable rationale for capitalization and amortization of purchased goodwill and concludes that the 'unsolved puzzle' that Ma and Hopkins present is likely to be a corroborating example for the 'old' matching-based paradigm and a confounding example for the 'new' valuation-based alternative.     

Determinants of initial goodwill overstatement in affiliated and non-affiliated mergers

This study examines the determinants of goodwill overstatement at the time of mergers in a Korean setting. In the Korean M&A market, there are two types of mergers: mergers between independent companies (non-affiliated mergers) and mergers between companies under common control (affiliated mergers). This study extends the literature by examining the factors likely to cause goodwill overstatement in both types of mergers. The results reveal that in affiliated mergers, goodwill at the time of a merger tends to be overstated when controlling owners have higher equity ownership in the target than in the acquirer. By contrast, information uncertainty in the target value causes initial goodwill overstatement in non-affiliated mergers. We also find that monitoring of independent institutional investors with concentrated holdings against overpaying for the target is more pronounced when controlling owners in affiliated mergers have incentives to overpay for the target. In affiliated mergers, acquirers tend to write off goodwill more frequently when controlling owners have higher equity ownership in the target than in the acquirer. In non-affiliated mergers, information uncertainty in the target value is significantly associated with subsequent goodwill write-offs. These results suggest that the type of merger has important consequences for initial goodwill recognition and subsequent impairment.