of an impairment of a CGU within a group of CGUs containing the goodwill. The entity
must test the CGU for impairment first, and recognise any impairment loss for that CGU,
before testing the group of CGUs to which the goodwill is allocated. [IAS 36.97-98].
8.2.3
Carry forward of a previous impairment test calculation
IAS 36 permits the most recent detailed calculation of the recoverable amount of a CGU
or group of CGUs to which goodwill has been allocated to be carried forward from a
preceding period provided all of the following criteria are met:
(a) the assets and liabilities making up the CGU or group of CGUs have not changed
significantly since the most recent recoverable amount calculation;
(b) the most recent recoverable amount calculation resulted in an amount that exceeded
the carrying amount of the CGU or group of CGUs by a substantial margin; and
(c) based on an analysis of events that have occurred and circumstances that have
changed since the most recent recoverable amount calculation, the likelihood that
a current recoverable amount determination would be less than the current
carrying amount of the CGU or group of CGUs is remote. [IAS 36.99].
The Basis for Conclusions indicates that the reason for this dispensation is to reduce the costs
of applying the impairment test, without compromising its integrity. [IAS 36.BC177]. However,
clearly it is a matter of judgement as to whether each of the criteria is actually met.
8.2.4
Reversal of impairment loss for goodwill prohibited
Once an impairment loss has been recognised for goodwill, IAS 36 prohibits its reversal in
a subsequent period. [IAS 36.124]. The standard justifies this on the grounds that any reversal
‘is likely to be an increase in internally generated goodwill, rather than a reversal of the
impairment loss recognised for the acquired goodwill’, and IAS 38 prohibits the
recognition of internally generated goodwill. [IAS 36.125]. The impairment test itself though
does not distinguish between purchased and internally generated goodwill.
Impairment of fixed assets and goodwill 1499
8.3
Impairment of assets and goodwill recognised on acquisition
There are a number of circumstances in which the fair value of assets or goodwill
acquired as part of a business combination may be measured at a higher amount through
recognition of deferred tax or notional tax benefits. This raises the question of how to
test for impairment and even whether there is, in fact, a ‘day one’ impairment in value.
In other circumstances, deferred tax assets may or may not be recognised as part of the
fair value exercise and this, too, may affect subsequent impairment tests of the assets
and goodwill acquired as part of the business combination.
8.3.1
Testing goodwill ‘created’ by deferred tax for impairment
As described in Chapter 29 at 12, the requirement of IAS 12 to recognise deferred tax on all
temporary differences arising on net assets acquired in a business combination may have
an impact on the amount of goodwill recognised. In a business combination, there is no
initial recognition exemption for deferred tax and the corresponding accounting entry for
a deferred tax asset or liability forms part of the goodwill arising or the bargain purchase
gain recognised. [IAS 12.22(a)]. Where an intangible asset, which was not recognised in the
acquiree’s financial statements, is acquired in a business combination and the intangible’s
tax base is zero, a deferred tax liability based on the fair value of the intangible and the
prevailing tax rate will be recognised. The corresponding debit entry will increase goodwill.
This then begs the question of how to consider this in the VIU when performing an
impairment test on that goodwill and whether there is indeed an immediate impairment
that would need to be recognised. We explore the issues in the following examples.
Example 20.23: Apparent ‘day one’ impairment arising from recognition of
deferred tax in a business combination
Entity A, which is taxed at 40%, acquires Entity B for €100m in a transaction that is a business combination.
For simplicity assume the only asset of the entity is an intangible asset with a fair value of €60m.
It is assumed that the entity cannot get a deduction for tax purposes for the goodwill and the intangible asset,
as is often the case for assets that arise only on consolidation. It also assumes that the fair value of the
intangible asset does not reflect the benefits of any tax deductions had the asset been tax deductible, which
may not be an appropriate assumption and is discussed further below.
The fair value and tax base of the intangible are as follows:
Fair value
Tax base
€m
€m
Intangible asset 60
nil
This will give rise to the following initial entries on consolidation:
€m
€m
Goodwill (balance)
64
Intangible asset 60
Deferred tax liability1 24
Cost of investment 100
1 40% of €60m
Of the goodwill of €64m, €24m is created
through deferred tax on the intangible asset.
1500 Chapter 20
The carrying value of the consolidated assets of the subsidiary (excluding deferred tax) is now €124m
consisting of goodwill of €64m and the intangible asset of €60m. However the fair value of the subsidiary is
only €100m. Clearly €24m of the goodwill arises solely from the recognition of deferred tax. However,
IAS 36.50, explicitly requires tax to be excluded from the estimate of future cash flows used to calculate any
impairment. This raises the question of whether there should be an immediate impairment write-down of the
assets to €100m.
We think that an immediate write down of goodwill created by deferred tax is unlikely
to have been the intention of IAS 36 because certain assumptions about taxation have
been incorporated into the carrying amount of goodwill that are represented by the
deferred tax liability recorded in relation of the intangible asset recognised on
consolidation. In order to remove all tax effects from the CGU, the carrying amount of
goodwill that relates to taxation and the deferred tax liability should be removed for
impairment testing purposes; otherwise it might not be possible to determine the
appropriate pre-tax discount rate. This means, in effect, that as at the point of
acquisition, the goodwill can be reduced by the deferred tax liability recorded on
consolidation in order to test that goodwill for impairment. As a result, the entity does
not have to recognise an immediate loss.
Not recognising an immediate loss is consistent with the fact that the goodwill due to
deferred tax that is being recognised as part of this acquisition is not part of ‘core
goodwill’ (see 8.1.1 above), but is a consequence of the exceptions in IFRS 3 to the basic
principle that assets and liabilities be measured at fair value, deferred tax being one of
these exceptions (see 8.1.1 above and Chapter 9 at 5.6.2).
Another way of describing this is the lack of tax basis inherent in the asset has already
been reflected in the fair value assigned to the asset. As a result, the increm
ental fair
value of the deferred tax liability is nil. Goodwill is reduced by the nominal versus fair
value difference of the deferred tax liability which in this case is the full amount of the
deferred tax liability related to the intangible.
Continuing with this simplified example, if it is assumed that the intangible asset is
amortised over a finite useful life then the deferred tax relating to that asset (€24m in
this example) will be released over that life with the effect that the net amount charged
to the income statement of €36m (total amortisation less deferred tax, €60m – €24m)
will be the same as if the amortisation charge were tax deductible.
At future impairment testing dates, one would adjust for any remaining deferred tax
liability at the impairment testing date that resulted in an increase in goodwill at the
acquisition date.
In many jurisdictions the amortisation of intangible assets is deductible for tax purposes.
This generates additional benefits, called tax amortisation benefit (TAB), impacting the
fair value of the intangible. Therefore, the fair value as part of a business acquisition for
many intangible assets includes assumptions about the tax amortisation benefit that
would be available if the asset were acquired separately. For example, the value of a
trademark using the ‘relief from royalty’ method would be assumed to be the net present
value of post-tax future royalty savings, under consideration of TAB, in the consolidated
financial statements, based on the hypothetical case of not owning the trademark. In
order to reach the fair value of the asset, its value before amortisation would be adjusted
by a tax amortisation factor reflecting the corporate tax rate, a discount rate and a tax
Impairment of fixed assets and goodwill 1501
amortisation period (this is the period allowed for tax purposes, which is not necessarily
the useful life for amortisation purposes of the asset). In a market approach, fair value is
estimated from market prices paid for comparable assets and the prices will contain all
benefits of owning the assets, including any tax amortisation benefit.
This means that the difference between the tax amortisation benefit and the gross
amount of the deferred tax liability remains part of goodwill.
This is demonstrated in the following example:
Example 20.24: Impairment testing assets whose fair value reflects tax
amortisation benefits
Assume that the entity in Example 20.23 above has acquired an intangible asset that would be tax deductible
if separately acquired but that has a tax base of zero.
The entity concludes that the fair value of the intangible will reflect the tax benefit, whose gross amount is
€40m (€60m × 40% / 60%) but in calculating the fair value this will be discounted to its present value – say
€30m. The initial entry is now as follows:
€m
€m
Goodwill (balance)
46
Intangible asset (€(60m + 30m))
90
Deferred tax liability1 36
Cost of investment 100
1 40% of €90m
Overall, the assets that cost €100m will now be recorded at €136m, as against the total of €124m in
Example 20.23. This increase has come about because of recognition of deferred tax of €12m, which is 40%
of €30m, the assumed tax amortisation benefit.
In this example, only €6m goodwill results from the recognition of deferred tax [€46m – (€100m – €60m)] and
its treatment is discussed above. The €6m represents the difference between the nominal amount of deferred tax
of €36m and the fair value of the tax amortization benefit included in the intangible asset of €30m.
Unlike goodwill, the intangible asset will only have to be tested for impairment if there
are indicators of impairment, if it has an indefinite useful life or if it has not yet been
brought into use. [IAS 36.10]. If the intangible asset is being tested by itself for impairment,
i.e. not as part of a CGU, its FVLCD would need to be determined on the same basis as
for the purposes of the business combination, making the same assumptions about
taxation. If FVLCD exceeds the carrying amount, there is no impairment.
However, as mentioned at 3.1 above, many intangible assets do not generate
independent cash inflows as individual assets and so they are tested as part of a CGU.
Assuming there is no goodwill in the CGU being tested, then the VIU of the CGU might
be calculated on an after-tax basis using notional tax cash flows assuming the asset’s tax
basis is equal to its VIU as discussed at 7.2.3 above.
When goodwill is included in the CGU, the carrying amount of goodwill that results from
the recognition of deferred tax (e.g. the €6m in Example 20.24 above) should be
removed for impairment testing purposes. At future impairment testing dates, one
should adjust for any remaining difference between the nominal deferred tax liability at
the impairment testing date and the original fair value of the assumed tax basis
embedded in the intangible asset carrying value that remains at the impairment testing
date. This is consistent with the assumption that it could not have been the IASB’s
1502 Chapter 20
intention to have an immediate impairment at the time of acquisition and the same logic
and approach is being carried forward from day 1 to future impairment tests.
Another way of describing this is that the fair value of the deferred tax liability in the
above example is equal to 30, being the tax amortisation benefit embedded in the fair
value of the intangible asset. This tax amortisation benefit does not actually exist given
the intangible asset’s tax basis is in fact nil. Goodwill is reduced by the nominal versus
fair value difference of the deferred tax liability which in this case is 6. If one tests the
CGU (including both the intangible asset and goodwill) for impairment, when calculating
the VIU following the approach at 7.2.3 above on an after-tax basis (using notional tax
cash flows assuming a tax basis equal to VIU) this should not lead to day 1 impairment,
given the VIU calculation assumes a full tax basis similar to that assumed in the intangible
carrying value, as goodwill has been reduced by the nominal versus fair value difference
of the deferred tax liability of 6.
An entity might not continue to make this adjustment if it becomes impracticable to
identify reliably the amount of the adjustment, in which case the entity would use VIU
without this adjustment or use FVLCD of the CGU as the recoverable amount.
This is illustrated in the following example:
Example 20.25: Impairment testing assets whose fair value reflects tax
amortisation benefits (continued)
Assume that the entity in Example 20.24 above amortises the intangible asset on a straight line basis over
10 years. When the entity performs its impairment test at the end of year one the carrying amount of the
deferred tax liability and remaining fair value of the tax benefits embedded in the carrying amount of the
intangible are as follow:
acquisition
amortisation
end of
date
year 1
year 1
€m
€m
€m
Intangibl
e asset
60
6
54
Tax amortisation benefit (TAB)
30
3
27
Carrying value of intangible asset incl. TAB
90
9
81
Deferred tax1 36
3.6
32.4
1
year 1: 40% of €90m and end of
year 1 40% of €81m
In the impairment test at the end of year 1, goodwill would be adjusted for the difference between the
remaining nominal deferred tax liability of €32.4m and the remaining tax benefit reflected in the carrying
value of the intangible asset of €27m resulting in an adjustment of €5.4m to goodwill. The impairment test
would therefore incorporate goodwill of €40.6m (€46m – €5.4m).
The standard’s disclosure requirements including the pre-tax discount rate, principally
described at 13.3 below, will apply.
Impairment of fixed assets and goodwill 1503
8.3.2
Deferred tax assets and losses of acquired businesses
Deferred tax assets arising from tax losses carried forward at the reporting date must be
excluded from the assets of the CGU for the purpose of calculating its VIU. However,
tax losses may not meet the criteria for recognition as deferred tax assets in a business
combination, which means that their value is initially subsumed within goodwill. Under
IFRS 3 and IAS 12, only acquired deferred tax assets that are recognised within the
measurement period (through new information about circumstances at the acquisition
date) are to reduce goodwill, with any excess once goodwill has been reduced to zero
being taken to profit or loss. After the end of the measurement period, all other acquired
deferred tax assets are taken to profit or loss. [IFRS 3.67, IAS 12.68].
Unless and until the deferred tax asset is recognised, this raises the same problems as
at 8.3.1 above. Certain assumptions regarding future taxation are built into the carrying
value of goodwill and one should consider excluding these amounts from the carrying
amount of the CGU when testing for impairment. However, if at a later date it transpires
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 296