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Goodwill
12 Months Ended
Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Disclosure

11.       Goodwill

 December 31,December 31,
 20132012
 $’M$’M
 ________________________
Goodwill arising on businesses acquired624.6644.5
 ________________________

In the year to December 31, 2013 the Company completed the acquisitions of SARcode, Premacure and Lotus Tissue Repair, which resulted in goodwill of $86.6 million, $29.6 million and $54.1 million, respectively (see Note 3 for details).

 

As a result of the re-alignment of the business into a simplified One Shire organization, the Company now comprises one operating and one reportable segment (see note 24 for further details).

 20132012
 $’M$’M
 ________________________
As at January 1, 644.5592.6
Acquisitions 170.348.1
Goodwill impairment charge related to continuing operations(7.1)-
Goodwill impairment charge related to DERMAGRAFT business and transferred to discontinued operations(191.8)-
Foreign currency translation8.73.8
 ________________________
As at December 31,624.6644.5
 ________________________

Goodwill is tested for impairment at least annually as at October 1 each year. This assessment is also performed whenever there is a change in circumstances that indicates the carrying value of these assets may not be recoverable.

In the first quarter of 2013 the Company identified circumstances which indicated that the carrying value of goodwill in the Company's former RM reporting unit may not be recoverable, which triggered an impairment test in advance of the annual testing date.

Those circumstances included the results of an independent market research study of the DERMAGRAFT sales potential, commissioned by the Company, which was finalized late in the first quarter of 2013. In addition, the recently completed restructuring of the RM sales and marketing organization and the implementation of a new commercial model had a more pronounced impact than previously expected. As a result of those and other factors forecast future sales were lower than at the time of acquisition.

The results of the Company's March 31, 2013 impairment test showed that the carrying amount of the former RM reporting unit exceeded its fair value and the implied value of the goodwill was $nil. As a result the Company recorded an impairment charge of $198.9 million related to the goodwill allocated to the former RM reporting unit. The RM goodwill impairment charge is not deductible for tax purposes. Accumulated goodwill impairment as at December 31, 2013 was $198.9 million (December 31, 2012: $nil).

The Company determined the estimated fair value of the former RM reporting unit using discounted cash flow analyses, which used significant unobservable (Level 3) inputs. These unobservable inputs included, among other things, expected cash flows for the period from March 31, 2013 to December 31, 2023 and the associated discount rate of 15.1%, which was derived from management's best estimate of the after-tax weighted average cost of capital for the RM reporting unit.

Discounted cash flow analyses are dependent upon a number of quantitative and qualitative factors including estimates of forecasted revenue, profitability, earnings before interest, taxes, depreciation and amortization, and terminal values. The discount rates applied in the discounted cash flow analyses also have an impact on the estimates of fair value, as use of a higher rate will result in a lower estimate of fair value.

Following the divestment of DERMAGRAFT (see Note 8) the Company has reclassified the Goodwill and related accumulated impairment of $191.8 million (being the portion of the former RM reporting unit goodwill impairment charge that relates to the DERMAGRAFT business) to discontinued operations.