consistent with the expectations of a market participant. An entity should consider all
available information including current prices, historical averages, and forward pricing
curves and maximise the use of observable inputs. Those market participant
assumptions typically are consistent with the acquiring entity’s operating plans for
developing and producing minerals. However entities need to undertake steps to
demonstrate this is true (to ensure compliance with the requirements of IFRS 13 – Fair
Value Measurement). The potential upside associated with mineral resources that are
not classified as reserves can be much larger than the downward risk. A valuation model
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that only takes account of a single factor, such as the spot price, historical average or a
single long-term price, without considering other information that a market participant
would consider, would generally not be able to reflect the upward potential that
determines much of the value of VBPP. Consequently, an entity may need to apply
option valuation techniques in measuring VBPP.
There are commonly considered to be three categories of VBPP, including:
• mineral resources not yet tested for economic viability;
• early mineralisation; and
• acquired exploration potential.
The CRIRSCO reporting standards consider the geological definition of mineral
resources that have not yet been tested for economic viability, which is the first category
of VBPP. Valuation techniques used for this category include:
• probability weighted discounted-cash flows;
• resource reserve conversion adjustment;
• comparable transactions; and
• option valuation.
In relation to early mineralisation, the second category of VBPP, while it may represent
a discovery, its true value will be determined by further appraisal/evaluation activities
to confirm whether a resource exists. This category of VBPP is often grouped with the
next (and final) category, being AEP, even though it has a higher intrinsic value, and is
valued using:
• cost based methods;
• budgeted expenditure methods;
• comparable sales;
• farm in/out values; or
• sophisticated option pricing.
In relation to AEP, the basis for its valuation varies from studying historic cost to the use
of sophisticated option valuation techniques.
As VBPP does not provide current economic benefits, there is no need to allocate its
cost against current revenue and hence no need for amortisation or depreciation.
However, as part of the process of completing the acquisition accounting, an entity
should form a view about how that value will ultimately be ascribed to future discoveries
and converted into proven and probable reserves and then ultimately depreciated. Such
methodologies might include a per unit (e.g. tonnes/ounces) basis or possibly an area
(e.g. acreage) basis. VBPP would need to be tested for impairment under IAS 36 if,
depending on the classification of VBPP, there is an indicator of impairment under that
standard or IFRS 6. The VBPP may ultimately be impaired because it may never be
converted into proven or probable reserves, but impairment may not be confirmed until
the entity is satisfied that the project will not continue.
An impairment of VBPP should be recognised if its book value exceeds the higher of
fair value less costs of disposal and value in use. In practice, there may not be a
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convenient method to determine the value in use. Hence, impairment testing will often
need to rely on an approach based on fair value less costs of disposal.
Extract 39.14 below illustrates that AngloGold Ashanti does not subsume the ‘value
beyond proven and probable reserves’ in goodwill but instead recognises it as part of
the value ascribed to mineral resources.
Extract 39.14: AngloGold Ashanti Limited (2017)
GROUP – NOTES TO THE FINANCIAL STATEMENTS [extract]
For the year ended 31 December
1 ACCOUNTING POLICIES [extract]
1.2 SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES [extract]
USE OF ESTIMATES [extract]
Carrying value of goodwill and intangible assets [extract]
Where an investment in a subsidiary, joint venture or an associate is made, any excess of the consideration transferred
over the fair value of the attributable Mineral Resource including value beyond proven and probable Ore Reserve,
exploration properties and net assets is recognised as goodwill.
Intangible assets that have an indefinite useful life and separately recognised goodwill are not subject to amortisation
and are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying
amount may not be recoverable. Assets that are subject to amortisation are tested for impairment whenever events or
changes in circumstance indicate that the carrying amount may not be recoverable.
8.3
Acquisition of an interest in a joint operation that is a business
One area where there has historically been a lack of clarity is how to account for
acquisitions of interests in joint operations (under IFRS 11) which constitute businesses.
However, an amendment to IFRS 11 was made to clarify this, which applies
prospectively to acquisitions that occurred on or after 1 January 2016. The amendment
states that where an entity is acquiring an interest in a joint operation that is a business
as defined in IFRS 3, it should apply, to the extent of its share in accordance with
paragraph 20 of IFRS 11, all of the principles of business combinations accounting in
IFRS 3, and in other IFRSs, that do not conflict with IFRS 11. In addition, the entity
should disclose the information that is required in those IFRSs in relation to business
combinations. However, if an entity acquires an interest in a (group of) asset(s) that is
(are) not a business as defined in IFRS 3 then it should apply the guidance on asset
acquisitions that IFRS already provides. [IFRS 11.BC45I].
The requirements apply to the acquisition of an initial interest in a joint operation or
where the acquisition leads to the formation of a joint operation that constitute a
business, and also to the acquisition of additional interests in a joint operation to the
extent that joint control is maintained. The amendment also makes it clear that any
previously held interest in the joint operation would not be remeasured if the joint
operator acquires an additional interest while retaining joint control.
See Chapter 12 at 8.3.1 for further discussion on this.
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In addition to the matters outlined above, there are a number of additional issues which
have been raised in relation to joint operations. These include:
• A passive investor in a joint operation becomes a joint operator: In this
situation, the issue is whether a previously held interest in the assets and liabilities
of a joint operation that is a business is remeasured to fair value when the investor’s
acquisition of an additional interest results in the investor becoming a joint
operator (i.e. assumes joint control) in that joint operation.
The Interpretations Commit
tee considered this issue and tentatively decided that
the previously held interest in this situation should not be remeasured. The IASB
agreed with this decision and an amendment was issued as part of the 2015-2017
annual improvements cycle. This amendment clarifies that the previously held
interests in a joint operation are not remeasured where a party that participates in,
but does not have joint control of, a joint operation might obtain joint control of
the joint operation in which the activity of the joint operation constitutes a
business as defined in IFRS 3 (see Chapter 12 at 8.3.2 for further discussion on this).
[IFRS 11.BC45A, BC45H]. An entity applies those amendments to transactions in which
it obtains joint control on or after the beginning of the first annual reporting period
beginning on or after 1 January 2019. Earlier application is permitted.
• Obtaining control over a joint operation: Where a party obtains control over a
joint operation structured through a separate vehicle, over which it previously had
joint control, it is required to apply the business combination achieved in stages
accounting requirements in IFRS 3, if the acquiree meets the definition of a
business (see Chapter 9 at 3.2).
However, it had not previously been clear, when this acquisition related to a joint
operation that was not structured through a separate vehicle, whether the
previously held interest in the assets and liabilities of the joint operation should be
remeasured to fair value at the date when control is obtained. As a result, diversity
had existed. This diversity arose because of differing interpretations of the term
‘equity interests’ and whether this included interests in the assets and liabilities of
a joint operation.
This issue was raised with the Interpretations Committee who agreed that this
issue was not covered by current standards and proposed that these interests
should be remeasured to fair value at the date of obtaining control. Amendments
have been made to IFRS 3 and IFRS 11 to clarify that when an entity obtains control
of a business that is a joint operation, it applies the requirements for a business
combination achieved in stages, including remeasuring previously held interests in
the assets and liabilities of the joint operation at fair value. In doing so, the acquirer
remeasures its entire previously held interest in the joint operation. An entity
applies those amendments to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after
1 January 2019. Earlier application is permitted. (See Chapter 12 at 8.3.2 for more
information).
8.4 Asset
acquisitions
The acquisition of an asset, group of assets or an entity that does not constitute a
business is not a business combination. In such cases the acquirer should identify and
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recognise the individual identifiable assets acquired and liabilities assumed. The cost of
the acquisition should be allocated to the individual identifiable assets acquired and
liabilities assumed on the basis of their relative fair values at the date of purchase. Such
a transaction or event does not give rise to goodwill. [IFRS 3.2(b)].
Any difference between the carrying amount of the assets and liabilities thus recognised
and their tax base would not give rise to a recognised deferred tax asset or liability under
IAS 12 as it would fall within the initial recognition exception under that standard (see
Chapter 29 at 7.2). [IAS 12.15, 24].
8.4.1
Asset acquisitions and conditional purchase consideration
When an asset or a group of assets/net assets that do not constitute a business are
acquired, they are required to be accounted for at cost. There are various standards in
which ‘cost’ is defined, with those of most relevance to the acquisition of an asset being
IAS 16, IAS 38 and IAS 40. Cost is defined in those standards as ‘the amount of cash or
cash equivalents paid or the fair value of the other consideration given to acquire an
asset at the time of its acquisition or construction or, where applicable, the amount
attributed to that asset when initially recognised in accordance with the specific
requirements of other IFRSs, e.g. IFRS 2 – Share-based Payment’. [IAS 16.6, IAS 38.8,
IAS 40.5]. Amounts capitalised under IFRS 6 are also required to be measured initially at
cost. [IFRS 6.8].
These requirements sometimes give rise to issues in situations where the purchase price
is conditional upon certain events or facts. These issues can best be illustrated by an
example.
Example 39.7: Asset acquisitions with a conditional purchase price
Scenario 1
Entity A agrees to buy a group of assets from Entity B which does not constitute a business for a total purchase
price of $15 million. However, the purchase contract provides a formula for adjusting the purchase price upward
or downward based on the report of a surveyor on the existence and quality of the assets listed in the contract.
Scenario 2
Entity C agrees to buy an exploration licence and several related assets from Entity D which do not constitute
a business for a total purchase price of $35 million. However, Entity C would only be allowed to extract
minerals in excess of 20 million barrels (or tonnes), upon payment of an additional consideration transferred
of $12 million.
In scenario 1, we believe Entity A would be required to account for the fair value of the
consideration transferred as determined at the date of acquisition. In contrast to the
treatment under IFRS 3, there is no purchase price allocation or measurement period
under IAS 16. However, suppose that three weeks after the initial accounting the
surveyor reports that at the date of acquisition a number of assets listed in the contract
were not present or were of inferior quality, the purchase price is therefore adjusted
downwards to $14.5 million. Rather than recognising a profit arising from this
adjustment, the entity should adjust the cost of the asset as the surveyor’s report
provides evidence of conditions that existed at the date of acquisition. [IAS 10.3(a)].
In scenario 2 above, Entity C pays an additional $12 million in exchange for additional
rights to extract minerals in excess of 20 million barrels (or tonnes) agreed upon in the
initial transaction. At the date that Entity C purchases the additional rights it accounts
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for this as an additional asset acquisition. In more complicated scenarios, however, it
might be necessary to assess whether the first and second acquisition should be
accounted for together.
It is clear from the above two scenarios that changes in the facts and circumstances can
have a significant effect on the accounting for conditional purchase consideration.
When considering asset acquisitions with contingent consideration, several issues need
to be addressed. These include:
• how and when the contingent element should be accounted for, i.e. when a liability
should be recognised and how it should be measured;
• whether the initial cost of the asset acquired includes an amount relating to the
>
contingent element; and
• how the remeasurement (if any) of any liability recognised in relation to the
contingent element should be accounted for. Should it be recognised as an adjustment
to the cost of the asset acquired, or should it be recognised in profit or loss?
IAS 32 (as currently worded) is clear that the purchase of goods on credit gives rise to a
financial liability when the goods are delivered (see Chapter 41 at 2.2.6) and that a
contingent obligation to deliver cash meets the definition of a financial liability (see
Chapter 41 at 2.2.3). Consequently, it would seem that given the current requirements of
IFRS, a financial liability arises on the outright purchase of an item of property, plant and
equipment or an intangible asset if the purchase contract requires the subsequent
payment of contingent consideration, for example amounts based on the performance of
the asset. Further, because there is currently no exemption from applying IFRS 9 to such
contracts, one might expect that such a liability would be accounted for in accordance
with IFRS 9, i.e. any measurement changes to that liability would flow through profit or
loss. This would be consistent with the accounting treatment for contingent consideration
arising from a business combination under IFRS 3 (see Chapter 41 at 3.7.1.A). However,
this is not necessarily clear and for this reason the issue of how to account for contingent
consideration in the acquisition of an item of PP&E was taken to the Interpretations
Committee. See below for further discussion of this issue.
The current definition of cost in IAS 16 and IAS 38 requires the cost of an asset on the
date of purchase to include the fair value of the consideration given (if a reliable estimate
can be made), such as an obligation to pay a contingent price. Based on our experience
and the level of diversity of views identified as part of the Interpretations Committee’s
considerations of this, not all would agree that all contingent payments are for the
original asset and, indeed, the circumstances of a particular contract might support this.
In addition to this issue, there is the issue of how to account for the remeasurement of
the liability and whether changes should be recognised in profit or loss, or included as
an adjustment to the cost of the asset.
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 647
