In the first quarter of fiscal year 2020, Woodward’s board of directors (“the Board”) approved a plan to divest Woodward’s renewable power systems business, protective relays business, and other businesses within the Company’s Industrial segment (collectively, the “disposal groups”).

Woodward determined that the approved plan to divest the disposal groups represented a triggering event requiring the long-lived assets attributable to the disposal groups be assessed for impairment. Given the current facts and circumstances, Woodward determined that the value of the long-lived assets of the disposal groups, including goodwill, intangible assets, ROU assets and property, plant, and equipment, were not recoverable and a $24,092 non-cash impairment charge was recorded during the six-months ended March 31, 2020. The non-cash impairment charge removed all the goodwill, intangible assets, ROU assets and property, plant, and equipment associated with the disposal groups from the Condensed Consolidated Balance Sheets as of March 31, 2020.

Further, on the approval of the divestiture plan and subsequent marketing of the disposal groups, Woodward determined that based on the current market conditions, the carrying value of the disposal groups’ remaining held for sale net assets exceeded the fair value. As a result, Woodward recorded a valuation allowance to reduce the carrying value of the net assets of the disposal groups to their fair value.

In determining the amount by which the carrying value of the disposal groups’ remaining net assets exceeded their fair value, Woodward considered primarily the market value of the assets held for sale based on negotiations it had entered into with affiliates of the AURELIUS Group for the sale of the majority of the disposal groups. On January 31, 2020, Woodward entered into definitive agreements to sell the majority of the disposal groups to affiliates of the AURELIUS Group for $23,400, subject to customary purchase price adjustments, consisting of cash and a $6,000 promissory note. The assets are primarily located in Germany, Poland and Bulgaria and accounted for approximately $80,000 of sales in fiscal year 2019. The $9,667 estimated fair value of the net assets held for sale as of March 31, 2020 shown in the table below was based on the estimated selling price pursuant to the definitive agreements reduced by the estimated working capital adjustments, transaction costs, and anticipated losses on assets held for sale that were not included in the disposal groups to be sold to the AURELIUS Group, which are level 3 inputs as defined by the U.S. GAAP fair value hierarchy.

Based on this estimate of the fair market value of the disposal groups’ net assets, Woodward recorded a valuation allowance against the assets and liabilities held for sale as follows:


	March 31, 2020
Assets:
Accounts receivable	$	21,680
Inventories		15,313
Other current assets		704
Other assets		54
Total assets		37,751
Valuation, allowance		(13,810)
Total assets, net		23,941

Liabilities:
Accounts payable		7,866
Accrued liabilities		5,407
Other liabilities		1,001
Total liabilities	$	14,274

The total assets held for sale, net of valuation allowance, associated with the disposal groups in the amount of $23,941 are included in “Other current assets” at the Condensed Consolidated Balance Sheet as of March 31, 2020. The total liabilities held for sale associated with the disposal groups in the amount of $14,274 are included in “Accrued liabilities” at the Condensed Consolidated Balance Sheet as of March 31, 2020. The total non-cash charge of $37,902 consisting of the valuation allowance recognized for the disposal groups’ net assets held for sale and the charge recognized for the impairment of the goodwill, intangibles, ROU assets and property, plant and equipment associated with the disposal groups has been recorded as “Impairment of assets held for sale” in the Condensed Consolidated Statements of Earnings for the six-months ended March 31, 2020.

The transactions consummating the sale of the disposal groups were completed on April 30, 2020 (see Note 24, Subsequent events)