In the first quarter of fiscal year 2020, Woodward’s board of directors approved a plan to divest Woodward’s renewable power systems business and related other businesses (the “renewable power systems portfolio”).

Woodward determined that the approved plan to divest the renewable power systems portfolio represented a triggering event requiring the long-lived assets attributable to the renewable power systems portfolio be assessed for impairment. Given the current facts and circumstances, Woodward determined that the value of the long-lived assets of the renewable power systems portfolio, including goodwill, intangible assets, ROU assets and property, plant, and equipment, were not recoverable and a $23,464 non-cash impairment charge was recorded in the first quarter of fiscal year 2020. The non-cash impairment charge removed all the goodwill, intangible assets, ROU assets and property, plant, and equipment associated with the renewable power systems portfolio from the Condensed Consolidated Balance Sheets as of December 31, 2019.

Further, on the approval of the divestiture plan and subsequent marketing of the renewable power systems portfolio, Woodward determined that based on the current market conditions, the carrying value of the renewable power systems’ remaining held for sale net assets disposal group exceeded the fair value. As a result, Woodward recorded a valuation allowance to reduce the carrying value of the net asset disposal group to its fair value. In determining the amount by which the carrying value of the renewable power systems’ remaining net asset disposal group exceeded the 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 net asset group. On January 31, 2020, Woodward entered into definitive agreements to sell the majority of the renewable power systems portfolio to affiliates of the AURELIUS Group for $23,400, subject to customary purchase price adjustments (see Note 24, Subsequent events). The $11,950 estimated fair value of the net assets held for sale as 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 net assets to be sold to the AURELIUS Group, which are level 3 inputs as defined by the U.S. GAAP far value hierarchy.

Based on this estimate of the fair market value of the renewable powers systems portfolio net asset disposal group, Woodward recorded a valuation allowance against the assets and liabilities held for sale as follows:


	December 31, 2019
Assets:
Accounts receivable	$	18,140
Inventories		17,929
Other current assets		363
Other assets		142
Total assets		36,574
Valuation, allowance		(14,438)
Total assets, net		22,136

Liabilities:
Accounts payable		1,962
Accrued liabilities		7,733
Other liabilities		491
Total liabilities	$	10,186

The total assets held for sale, net of valuation allowance, associated with the renewable power systems portfolio in the amount of $22,136 are included in “Other current assets” at the Condensed Consolidated Balance Sheet as of December 31, 2019. The total liabilities held for sale associated with the renewable power systems portfolio in the amount of $10,186 are included in “Accrued liabilities” at the Condensed Consolidated Balance Sheet as of December 31, 2019. The total non-cash charge of $37,902 consisting of the valuation allowance recognized for the renewable power systems portfolio 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 renewable power systems portfolio has been recorded as “Impairment of assets held for sale” in the Condensed Consolidated Statements of Earnings for the three-months ended December 31, 2019.