When Goodwill Turns Nasty

By EconMatters [11]

More and more in fashion lately in the financial world is companies taking huge write-downs of some flopped acquisitions. Even the big-name players with tremendous resources to scrutinize the acquisition can't escape this fate.

Microsoft had to own up last July to a $6.2-billion write-off of the acquisition of aQuantive, a digital advertising company that Microsoft bought for $6.3 billion cash in 2007.  The size of the write-down is significant even for Microsoft.  For comparison purpose, Microsoft operating  operating profit in Dec. 2012 quarter was $7.8 billion.

Nevertheless, Microsoft can at least have some consolation as just four month later, shares of tech giant HP suffered a 11% plunge partly because of a massive $8.8 billion write-off at Autonomy, a British software company it acquired in 2011 for around $10 billion, due to 'serious' accounting issues.

This is not just limited to the typically high-flying tech sector either.  Last week, Caterpillar, the manufacturer of mining and construction equipment, also said it would need to write off $580 million in 4Q, 2012 goodwill related to a 2011 acquisition in China citing possible accounting fraud.

According to Bloomberg [13], goodwill, basically the amount paid over the book value of the target firm in an acquisition, in the S&P 500 companies have more than doubled on a per-share basis as companies have paid an increasingly higher takeover premium over the underlying asset value (i.e. goodwill) for the past decade.

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Why do you think these companies supposedly with some of the best financial minds in the world at their disposal would overpay that much for another company?  A large part of it is that M&A is still one of the quicker and easier way to generate some positive buzz juicing up company stock.  Hungry for future top-line growth (which is usually tied to executive pay) in a lack-luster world economy, corporation executives are more inclined overlook certain "ambiguity."

Furthermore, increasing foreign acquisition in new/developing markets has also increased the risk of accounting discrepancy or min-interpretation more than most people have realized.  Of course, the unprecedented synchronized QEs from world's central banks have a big hand in over-valuation in almost all asset class as well.

It typically takes at least 2-3 years for companies to realize the full synergy, or discovering the dog, of an acquisition.  Bloomberg quoted Erin Lyons, a Citigroup Inc. credit strategist, that some 44 companies listed on U.S. exchanges are potential candidates for write-downs, and that three S&P 500 companies -- Frontier Communications Corp. (FTR), Nasdaq OMX Group Inc. and L-3 Communications Holdings Inc. (LLL) -- have more goodwill than market value.

So it looks like goodwill could turn nasty pretty soon for the U.S. companies, particularly the tech sector, which historically tends to have a bigger goodwill appetite than other industries.  

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