Goodwill And Intangible Assets

3 Months Ended

Jul. 31, 2011

7. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the three months ended July 31, 2011 consist of the following:


								(in 000s)
		Tax Services			Business Services			Total
Balance at April 30, 2011:
Goodwill	$	459,039		$	427,094		$	886,133
Accumulated impairment losses		(24,888	)		(15,000	)		(39,888	)
		434,151			412,094			846,245
Changes:
Acquisitions		3,478			34			3,512
Disposals and foreign currency changes		112			(7,561	)		(7,449	)
Impairments		-			(99,697	)		(99,697	)

Balance at July 31, 2011:
Goodwill		462,629			419,567			882,196
Accumulated impairment losses		(24,888	)		(114,697	)		(139,585	)
	$	437,741		$	304,870		$	742,611

We test goodwill and other indefinite-life intangible assets for impairment annually or more frequently if events occur or circumstances change which would, more likely than not, reduce the fair value of a reporting unit below its carrying value. In August 2011, our Board of Directors approved a non-binding letter of intent to sell substantially all assets of RSM to M&P. The sale is dependent on, among other factors, the ability of M&P to raise financing for the purchase. In conjunction with this sale, we are also evaluating strategic alternatives for EquiCo. Both of these businesses are separate reporting units within the Business Services segment.

These decisions triggered an interim review of the goodwill for our RSM and EquiCo reporting units. The fair values of both reporting units were reviewed based on expected sale prices in the market compared to book value. As a result of that review, we recorded a goodwill impairment of $85.4 million related to our RSM reporting unit, leaving a remaining goodwill balance of approximately $304.9 million. We have also recorded a goodwill impairment of $14.3 million related to our EquiCo reporting unit, leaving no remaining goodwill balance.

Intangible assets consist of the following:


															(in 000s)
As of				July 31, 2011								April 30, 2011
		Gross								Gross
		Carrying		Accumulated						Carrying Accumulated
		Amount Amortization						Net		Amount Amortization					Net
Tax Services:
Customer relationships	$	86,678	$	(43,031	)	$		43,647	$	87,624	$	(41,076	)	$	46,548
Noncompete agreements		23,451		(22,278	)			1,173		23,456		(22,059	)		1,397
Reacquired franchise rights		214,330		(10,991	)			203,339		214,330		(9,961	)		204,369
Franchise agreements		19,201		(3,414	)			15,787		19,201		(3,093	)		16,108
Purchased technology		14,700		(9,070	)			5,630		14,700		(8,505	)		6,195
Trade name		1,325		(650	)			675		1,325		(600	)		725
Business Services:
Customer relationships		147,208		(125,848	)			21,360		152,079		(128,738	)		23,341
Noncompete agreements		35,551		(25,101	)			10,450		35,818		(24,662	)		11,156
Attest firm affiliation		7,629		(424	)			7,205		7,629		(318	)		7,311
Trade name – amortizing		2,600		(2,600	)			-		2,600		(2,600	)		-
Trade name – non-amortizing		55,637		(4,868	)			50,769		55,637		(4,868	)		50,769
	$	608,310	$	(248,275			) $	360,035	$	614,399	$	(246,480	)	$	367,919

Amortization of intangible assets for the three months ended July 31, 2011 and 2010 was $7.7 and $6.9 million respectively. Estimated amortization of intangible assets for fiscal years 2012 through 2016 is $27.1 million, $22.7 million, $19.2 million, $14.4 million and $13.0 million, respectively.

In connection with a prior acquisition, we have a liability related to unfavorable operating lease terms in the amount of $5.9 million, which will be amortized over the remaining contractual life of the operating lease. The net balance was $5.3 million at July 31, 2011.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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