TIDEWATER INC Goodwill & Intangibles Disclosure
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(16) |
GOODWILL |
The company tests goodwill for impairment annually at the reporting unit level using carrying amounts as of December 31 or more frequently if events and circumstances indicate that goodwill might be impaired.
During the quarter ended December, 31, 2014 the company performed its annual goodwill impairment assessment and determined that the rapid and significant decline in crude oil and natural gas prices (which occurred and accelerated throughout the latter part of the company’s third quarter of fiscal 2015), and the expected short to intermediate term effect that the downturn might have on levels of exploration and production activity would likely have a negative effect on average day rates and utilization levels of the company’s vessels. Expected future cash flow analyses using the projected average day rates and utilization levels in this new commodity pricing environment were included in the company’s valuation models and indicated that the fair values of the Americas and Sub-Saharan Africa/Europe reporting units were less than their respective carrying values. A goodwill impairment charge of $283.7 million, to write-off the company’s remaining goodwill, was recorded during the quarter ended December 31, 2014.
During the quarter ended December, 31, 2013 the company performed its annual goodwill impairment assessment and determined that the carrying value of its Asia/Pacific unit exceeded its fair value as a result of the general decline in the level of business and, therefore, expected future cash flow for the company in this region. At the time of the December 2013 goodwill impairment assessment, the Asia/Pacific region continued to be challenged with excess vessel capacity as a result of the significant number of vessels that had been built in this region over the previous 10 years. These additional newbuilds had not been met by a commensurate increase in exploration, development or other activity within the region. In recent years, the company has disposed of older vessels that had worked in the region and transferred vessels out of the region to other regions where market opportunities are currently more robust. In accordance with ASC 350 goodwill is not reallocated based on vessel movements. A goodwill impairment charge of $56.3 million was recorded during the quarter ended December 31, 2013.
During the first quarter of fiscal 2014, $42.2 million of goodwill related to the acquisition of Troms Offshore was allocated to the Sub-Saharan Africa/Europe segment.
Goodwill by reportable segment at March 31, 2016 and 2015 is as follows:
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(In thousands) |
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March 31, 2015 |
|
|
Goodwill acquired |
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Impairments |
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March 31, 2016 |
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Americas |
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$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Sub-Saharan Africa/Europe |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total carrying amount (A) |
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$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
(In thousands) |
|
March 31, 2014 |
|
|
Goodwill acquired |
|
|
Impairments |
|
|
March 31, 2015 |
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||||
|
Americas |
|
$ |
114,237 |
|
|
|
— |
|
|
|
114,237 |
|
|
|
— |
|
|
Sub-Saharan Africa/Europe |
|
|
169,462 |
|
|
|
— |
|
|
|
169,462 |
|
|
|
— |
|
|
Total carrying amount (B) |
|
$ |
283,699 |
|
|
|
— |
|
|
|
283,699 |
|
|
|
— |
|
|
(A) |
The total carrying amount of goodwill at March 31, 2016 and 2015 is net of accumulated impairment charges of $370.9 million. |
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(B) |
The total carrying amount of goodwill at March 31, 2014 is net of accumulated impairment charges $30.9 million and $56.3 million related to the Middle East/North Africa and Asia/Pacific segments, respectively. |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.