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functional currencies. However, IAS 36 clarifies that the entity is not required to test
the goodwill for impairment at that same level unless it also monitors the goodwill at
that level for internal management purposes. [IAS 36.83].
Impairment of fixed assets and goodwill 1489
Groups that do not have publicly traded equity or debt instruments are not required to
apply IFRS 8. In our view, these entities are still obliged to allocate goodwill to CGUs
and CGU groups in the same way as entities that have to apply IFRS 8 as the restriction
in IAS 36 refers to the definition of operating segment in IFRS 8, not to entities within
scope of that standard.
IAS 36 does not provide any methods for allocating goodwill. This means that once the
acquirer’s CGUs or CGU groups that benefit from the synergies have been identified,
discussed at 8.1.2 below, the entity must use an appropriate methodology to allocate
that goodwill between them. Some approaches are described at 8.1.3 below.
8.1.1
The composition of goodwill
IAS 36 requires an entity to allocate goodwill to the CGUs that are expected to benefit
from the synergies of the business combination, a challenging task because, in
accounting terms, goodwill is measured as a residual (see Chapter 9 at 6). This means
that in most cases goodwill includes elements other than the synergies on which the
allocation to CGUs is based.
The IASB and FASB argue that what it refers to as ‘core goodwill’ is an asset.
[IFRS 3.BC323].
Core goodwill, conceptually, comprises two components: [IFRS 3.BC313]
(a) the fair value of the going concern element of the acquiree’s existing business. ‘The
going concern element represents the ability of the established business to earn a
higher rate of return on an assembled collection of net assets than would be
expected if those net assets had to be acquired separately. That value stems from
the synergies of the net assets of the business, as well as from other benefits (such
as factors related to market imperfections, including the ability to earn monopoly
profits and barriers to market entry – either legal or because of transaction costs
– by potential competitors).’
(b) the fair value of the expected synergies and other benefits from combining the
acquirer’s and acquiree’s net assets and businesses. Those synergies and other
benefits are unique to each combination, and different combinations would
produce different synergies and, hence, different values.
The problem for the allocation process is, firstly, that (a) relates to the acquired business
taken as a whole and any attempt to allocate it to individual CGUs or CGU groups in the
combined entity may well be futile. IFRS 3 refers to part of element (a) above, the value
of an assembled workforce, which may not be recognised as a separate intangible asset.
This is the existing collection of employees that permits the acquirer to continue to
operate an acquired business from the acquisition date without having to hire and train
a workforce. [IFRS 3.B37]. This has to be allocated to all the CGUs and CGU groups that
benefit from the synergies.
Secondly, synergies themselves fall into two broad categories, operating synergies, which
allow businesses to increase their operating income, e.g. through economies of scale or
higher growth, or financial synergies that may result in a higher cash flow or lower cost of
capital and includes tax benefits. Some financial synergies are quite likely to relate to the
combined business rather than individual CGUs or CGU groups. Even though the expected
1490 Chapter 20
future cash flows of the CGU being assessed for impairment should not include cash inflows
or outflows from financing activities or tax receipts, [IAS 36.50, 51], there is no suggestion in
IAS 36 that these synergies cannot be taken into account in allocating goodwill.
In addition, goodwill measured as a residual may include amounts that do not represent
core goodwill. IFRS 3 attempts to minimise these amounts by requiring an acquirer:
• to measure the consideration accurately, thus reducing any overvaluation of the
consideration paid;
• to recognise the identifiable net assets acquired at their fair values rather than their
carrying amounts; and
• to recognise all acquired intangible assets meeting the relevant criteria so that they
are not subsumed into the amount initially recognised as goodwill. [IFRS 3.BC317].
However, this process is not perfect. The acquirer might for example attribute value to
potential contracts the acquiree is negotiating with prospective customers at the
acquisition date but these are not recognised under IFRS 3 and neither are contingent
assets, so their fair value is subsumed into goodwill. [IFRS 3.B38, IFRS 3.BC276]. Employee
benefits and share-based payments are not recognised at their fair value. [IFRS 3.26, 30]. In
practice, the most significant mismatch arises from deferred taxation, which is not
recognised at fair value and can lead to the immediate recognition of goodwill. This is
discussed at 8.3.1 below.
In summary, this means that the goodwill that is allocated to a CGU or CGU group may
well include an element that relates to the whole of the acquired business or to an
inconsistency in the measurement process as well as the synergies that follow from the
acquisition itself. This point has been acknowledged by the IASB during the
development of the standard:
‘However, the Board was concerned that in the absence of any guidance on
the precise meaning of “allocated on a reasonable and consistent basis”, some
might conclude that when a business combination enhances the value of all
of the acquirer’s pre-existing cash-generating units, any goodwill acquired in
that business combination should be tested for impairment only at the level
of the entity itself. The Board concluded that this should not be the
case.’[IAS 36.BC139].
In spite of the guidance in the standard, the meaning of the monitoring of goodwill as
well as the allocation process remains somewhat elusive. Nevertheless, all goodwill
arising in a business combination must be allocated to CGUs or CGU groups that benefit
from the synergies, none may be allocated to CGUs or CGU groups that do not benefit
and entities are not permitted to test at the level of the entity as a whole as a default.
This means that identifying CGUs and CGU groups that benefit from the synergies is a
crucial step in the process of testing goodwill for impairment.
Impairment of fixed assets and goodwill 1491
8.1.2
Identifying synergies and identifying CGUs or CGU groups for
allocating goodwill
IAS 36 requires goodwill to be allocated to CGUs or CGU groups that are expected to
benefit from the synergies of the combination and only to those CGUs and CGU groups.
This is irrespective of whether other assets or liabilities of the acquiree are assigned to
those CGUs or group of CGUs. [IAS 36.80].
Operating synergies fall into two broad groups, those that improve margin (e.g. through
cost savings and economies of scale) and those that give an opportunity for future
growth (e.g. through the benefits of
the combined talent and technology).
Example 20.18: Identifying synergies
In all of the following cases, the acquiring entity can identify the synergies and the CGU or CGU group that
benefits from them. Goodwill will be allocated to the relevant CGU or CGU group.
• A mining entity (group) extracts a metal ore that does not have an active market until it has been through
a smelting and refining process. The entity considers the CGU to comprise the smelter together with the
individual mines. When the entity acquires a mine, the synergies relate to cost savings as the mine’s
fixed costs are already covered by the existing refining operations. Goodwill is therefore allocated to the
CGU comprising the smelter, the existing mines and the newly acquired mine.
• An airline is subject to cost pressures common in the sector. It acquires another operation with similar
international operations on the basis that it can reduce its workforce and asset base. It will combine its
operational management, including its sales, reporting and human resources functions, into one head
office and consolidate all aircraft maintenance in a single site that currently has capacity. These cost
savings are the synergies of the business combination and goodwill would therefore be allocated to the
CGU or group of CGUs that benefit from these cost savings.
• A global consumer products company, which allocates goodwill at the operating segment level,
purchases a company best-known for razors and razor blades. It has not previously manufactured razors
although its ‘grooming products’ operating segment does manufacture other shaving products. The
acquirer expects that it will be able to increase sales of its shaving products through association with the
target company’s razors and through branding. No assets of the acquired business are allocated to the
grooming products operating segment but this segment will benefit from the synergies of the business
combination and therefore goodwill from the acquisition will be allocated to it.
The process is further illustrated in the following example which shows the differences
for the purposes of testing impairment between the CGU/CGU groups to which
goodwill is allocated and the identification of CGUs.
Example 20.19: Allocating goodwill and identifying CGUs
Entity A operates three different types of fish restaurant: fifteen restaurants, twenty five pubs that contain
restaurants serving fish and forty fish bars. Each is separately branded, although the brand is clearly identified
with the Entity A identity, e.g. the restaurant range is branded ‘Fish by A’. Each brand is identified as a
separate operating segment: restaurants, pubs and fish bars.
Entity A acquired Entity B, which had a similar range of restaurants and bars (thirty in total) although that
entity had not applied any branding to the types of restaurant.
Entity A recognised goodwill on acquisition and determined that ten of Entity B’s outlets were to be allocated
to each of its brands where they would be rebranded and included in the relevant operating segment.
1492 Chapter 20
Each restaurant, pub or fish bar is a separate CGU because it has separately identifiable largely independent
cash inflows.
Management notes that it manages the ‘A’ brand at group (entity) level. This is not appropriate for testing
goodwill as IAS 36 states that CGUs or CGU groups to which goodwill is allocated cannot be larger than an
operating segment determined in accordance with IFRS 8. Also, management monitors operating segments
that correspond to the three individual brands to which it has allocated the acquired outlets.
There are costs that cannot be clearly identified as relating to an individual restaurant, including marketing
costs, sourcing of fish for the different brands and bulk purchasing. However, these costs are related to the
brands which underlie Entity A’s operating segments and the branding is evidence that there are synergies at
this level. It is appropriate to allocate goodwill to the operating segments in order to test it for impairment.
This does not prevent the separate outlets being identified as CGUs as IAS 36 allows an apportionment of
costs. The independence of cash inflows is decisive.
8.1.3
Measuring the goodwill allocated to CGUs or CGU groups
Although goodwill has to be allocated IAS 36 does not provide any allocation methodologies.
One allocation method is a ‘direct’ method, which is based on the difference between the fair
value of the net assets and the fair value of the acquired business (or portion thereof) to be
assigned to the CGUs, thereby calculating goodwill directly by reference to the allocated net
assets. However, this method will not allocate any goodwill to a CGU if no assets or liabilities
are assigned to the CGU and, arguably, it will allocate too little goodwill to CGUs that may
benefit disproportionately because of synergies with the acquired business. A method that
does not have these shortcomings is a ‘with and without’ method that requires the entity to
calculate the fair value of the CGU or CGU groups that are expected to benefit before and
after the acquisition; the difference represents the amount of goodwill to be allocated to that
reporting unit. This will take account of buyer-specific synergies that relate to a CGU or CGU
group. These methods are illustrated in the following example.
Example 20.20: Allocating goodwill to more than one CGU
Entity A acquires Entity B for $50 million, of which $35 million is the fair value of the identifiable assets
acquired and liabilities assumed. The acquisition is to be integrated into two of Entity A’s CGUs with the net
assets being allocated as follows.
CGU 1
CGU 2
Total
$m
$m
$m
Acquired identifiable tangible and intangible assets
25
10
35
In addition to the net assets acquired that are assigned to CGU 2, the acquiring entity expects CGU 2 to benefit
from certain synergies related to the acquisition (e.g. CGU 2 is expected to realise higher sales of its products
because of access to the acquired entity’s distribution channels). There is no synergistic goodwill attributable
to other CGUs.
Entity A calculates that the fair value of the acquired businesses allocated to CGU 1 and CGU 2 is $33 million
and $17 million respectively. If goodwill is allocated to the CGUs based on the difference between the fair
value of the net assets and the fair value of the acquired business, i.e. the direct method, the allocation would
be as follows:
CGU 1
CGU 2
Total
$m
$m
$m
Acquired identifiable tangible and intangible assets
25
10
35
Fair value of acquired business allocated based on
33
17 50
direct method
Goodwill assigned to CGUs
8
7
15
Impairment of fixed assets and goodwill 1493
Alternatively, Entity A assigns goodwill to the CGUs based on the difference between the fair value of the
net assets to be assigned and the fair value of the acquired business (or portion thereof), including the
beneficial synergies that CGU 2 is expecte
d to achieve. In this case, the fair value of the acquired business
(or portion thereof) is determined using a ‘with and without’ method.
CGU 1
CGU 2
Total
$m
$m
$m
Fair value of CGU after acquisition
90
85
175
Fair value of CGU prior to acquisition
(62)
(63)
(125)
Fair value of acquired business allocated based on the
28
22 50
‘with and without’ method
Acquired identifiable tangible and intangible assets
(25)
(10)
(35)
Goodwill assigned to CGUs
3
12
15
In this case, the ‘with and without’ method may be more appropriate but this would
depend on the availability and reliability of inputs. The ‘direct’ method may in other
circumstances give a reasonable allocation of goodwill.
8.1.4
The effect of IFRS 8 – Operating Segments – on impairment tests
Goodwill to be tested for impairment cannot be allocated to a CGU or CGU group larger
than an operating segment as defined by IFRS 8. [IAS 36.80, 81, IFRS 8.11-12]. IFRS 8 is
discussed in Chapter 32.
Organisations managed on a matrix basis cannot test goodwill for impairment at the level
of internal reporting, if this level crosses more than one operating segment as defined in
IFRS 8. [IFRS 8.5]. In addition, the operating segments selected by the entities may not
correspond with their CGUs.
These are entities that manage their businesses simultaneously on two different bases;
for example, some managers may be responsible for different product and service lines
while others are responsible for specific geographical areas. IFRS 8 notes that the
characteristics that define an operating segment may apply to two or more overlapping
sets of components for which managers are held responsible. Financial information is
available for both and the chief operating decision maker may regularly review both
sets of operating results of components. In spite of this, IFRS 8 requires the entity to