SEC charges Sequential Brands for goodwill impairment failures

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.