SEC charges Sequential Brands for goodwill impairment failures
The Securities and Exchange Commission has filed a civil complaint against brand-management company Sequential Brands Group for ignoring "clear, objective evidence of likely goodwill impairment" in violation of accounting principles and federal securities laws.
According to the SEC's complaint, filed Friday in the U.S. District Court for the Southern District of New York, in December 2016, shortly after passing its annual goodwill testing, Sequential conducted internal calculations showing, due to declining stock prices, the company "would fail the first step of its disclosed two-step impairment test." Sequential ignored this "objective evidence of impairment," the SEC alleges.
Instead, says the SEC, Sequential "performed a qualitative analysis that omitted any mention of its internal calculations, as well as numerous other negative developments in the company's business, leading it to unreasonably conclude that goodwill was not impaired. As alleged, by avoiding an impairment to its goodwill in 2016, Sequential inflated its income from operations, created a false impression of its financial condition, and misstated its financial statements and reports for almost a year."
Such conduct was made possible through the acts and omissions of Sequential's senior accounting and finance personnel, including its then-chief financial officer, president and interim CFO, and vice president of finance, the SEC complaint states. The SEC further alleges Sequential's internal accounting controls relating to the assessment of goodwill impairment were "deficient in design and application and failed to provide reasonable assurance that its financial statements were materially accurate and that it accounted for goodwill in compliance with governing accounting standards."
Sequential continued with this deceptive conduct for three more quarters until it belatedly impaired all its goodwill—$304.1 million—in the fourth quarter of 2017, the complaint states.
"Companies carrying goodwill on their books and testing for impairment must consider and appropriately weigh all relevant facts and circumstances when evaluating whether to impair goodwill and must do so in a timely fashion," said Melissa Hodgman, an associate director in the SEC's Division of Enforcement, in a press release.
The SEC's complaint charges Sequential with violating antifraud, reporting, books and records, and internal controls provisions of the federal securities laws and seeks injunctive relief and civil monetary penalties.
Jaclyn JaegerJaclyn Jaeger is an editor with Compliance Week and has written on a wide variety of topics, including ethics and compliance, risk management, legal, enforcement, technology, and more.
accounting fraud
goodwill accounting
Goodwill Impairment
Sequential Brands
Sequential Brands avoids fine in SEC goodwill impairment case
Sequential Brands won't be fined as part of a settlement with the SEC over charges it violated accounting principles in securities law when it did not acknowledge goodwill impairment that eventually landed on its balance sheet as a $304 million write-down.
FASB proposes goodwill alternative for certain private companies, nonprofits
The Financial Accounting Standards Board proposed a standard update to provide an accounting alternative to the goodwill triggering event assessment for certain private companies and nonprofit organizations.
Goodwill impairments more than doubled in 2018, says recent study
Goodwill impairment recorded by U.S. public companies is on the rise. According to Duff Phelps' 2019 U.S. Goodwill Impairment study, it climbed 125 percent in 2018.
More Regulatory Enforcement