VEGETACIÓN POTENCIAL

11.40 ASC 350-20-35-22 through 35-23 state:

The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Quoted market prices in active markets are the best evidence of fair value and shall be used as the basis for the measurement, if available. However, the market price of an individual equity security (and thus the market capitalization of a reporting unit with publicly traded equity securities) may not be representative of the fair value of the reporting unit

Substantial value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity’s individual equity securities. An acquiring entity often is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest. That control premium may cause the fair value of a reporting unit to exceed its market capitalization. The quoted market price of an individual equity security, therefore, need not be the sole measurement basis of the fair value of a reporting unit.

11.41 ASC 350-20-35-24 states:

In estimating the fair value of a reporting unit, a valuation technique based on multiples of earnings or revenue or a similar performance measure may be used if that technique is consistent with the objective of measuring fair value. Use of multiples of earnings or revenue in determining the fair value of a reporting unit may be appropriate, for example, when the fair value of an entity that has comparable operations and economic characteristics is observable and the relevant multiples of the comparable entity are known. Conversely, use of multiples would not be appropriate in situations in which the operations or activities of an entity for which the multiples are known are not of a comparable nature, scope, or size as the reporting unit for which fair value is being estimated.

11.42 Any valuation technique should incorporate the principles of ASC 820. One of the Statement’s overall

principles is that the fair value of assets and liabilities should be determined on the basis of assumptions that

market participants would use in pricing assets and liabilities.

11.43 ASC 350-20-35-23 (see 11.40) indicates that measuring the fair value of a reporting unit by referring to

the quoted market price of the individual equity securities of that reporting unit (price times quantity) may require

adjustment for a control premium. ASC 820 does not amend the guidance in ASC 350-20-35-23 regarding a

control premium. Accordingly, when the fair value of a reporting unit is measured by reference to quoted market

prices of individual equity securities of that reporting unit, the presence of a control premium must be evaluated

and, if deemed appropriate, included.

11.44 If individual reporting units do not have separately traded equity securities, it would be inappropriate to

allocate the per share market value of the consolidated entity’s equity to the individual reporting units.

11.45 ASC 350 does not require a comparison of an entity’s market capitalization with the aggregate sum

of the fair value of its reporting units as part of an overall assessment of the appropriateness of the fair value

measurements of individual reporting units. However, entities often perform such a comparison because it can

sometimes yield useful information about the reasonableness of the fair value measurements. The exercise of

judgment will be required when the comparison is reviewed for factors that may indicate appropriate differences

(e.g., a control premium). Additional estimates or assumptions are required when portions of an entity’s business

do not have goodwill assigned and thus do not have a requirement for the periodic measurement of fair value. In

prepared remarks at the 2008 AICPA National Conference on Current SEC and PCAOB Developments, an SEC staff

member (Robert G. Fox III) addressed the staff’s view on determining the reasonableness of control premiums:

[T]he amount of a control premium in excess of a registrant’s market capitalization can require a great deal of judgment. Contrary to some rumors I have heard, the staff does not have “bright line” tests that we use in determining the reasonableness of a control premium. Instead, we believe that a registrant needs to carefully analyze the facts and circumstances of their particular situation when determining an appropriate control premium and that there is normally a range of reasonable judgments a registrant might reach. While it would be prudent to reconcile the combined fair value of your reporting units to your market capitalization, I believe that this should not be viewed as the only factor to consider in assessing goodwill for impairment.

11.46 The SEC staff frequently refers to market capitalization of an entity when commenting about an entity’s

impairment testing of goodwill. When an enterprise’s book value is greater than its market capitalization, questions

may be raised about whether such status indicates that goodwill should be tested for impairment or, if goodwill

was tested, whether goodwill at one or more reporting units is impaired. Entities should be able to explain how

such status affected their judgments in these areas.

11.47 When the equity of an entity is not actively traded on an exchange (i.e., Level 1 inputs are not available),

the reporting entity must use a valuation technique to estimate fair value. When estimating the fair value of an

entity’s equity, reporting entities often use either a direct or indirect method, such as the income approach, the

market approach, or both [see 3.64–3.66].

11.48 When using an indirect method to estimate the equity value of a company, reporting entities estimate

the enterprise value and then subtract the value of the entity’s debt. General valuation practice has been to

subtract the par value of the entity’s debt from the fair value of the enterprise to estimate the fair value of equity.

Historically, this practice was considered a practical expedient in which it was likely that the par value of debt was a

reasonable approximation of the debt’s fair value in most circumstances. However, some have questioned whether

the fair value of debt rather than the par value should be used when the trading prices for debt instruments that

are traded as assets indicate significant discounts to their par value.

11.49 The FASB’s Valuation Resource Group (VRG) indicated the reporting entity should consider the facts and

circumstances when determining whether to use the fair value or the par value of debt when measuring the fair

value of equity for financial reporting purposes. Because ASC 350 does not explicitly state whether the impairment

test should be performed on an enterprise basis or an equity basis, there is diversity in practice.

11.50 See 3.70–3.71 for discussion about the use of a third-party specialist to assist in the measurement of fair

value.