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Company Valuation Under IFRS : Interpreting and Forecasting ...

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Chapter Seven – An introduction to consolidation<br />

assets. In addition, the rules regarding goodwill amortisation are, as we have seen,<br />

changing. So we need not merely to be able to analyse proposed deals but also to<br />

analyse companies whose accounts reflect a legacy of growth through acquisition.<br />

9.5.1 The accounting change<br />

The change over to <strong>IFRS</strong> will result in a very simple change to the accounting<br />

treatment of goodwill created on acquisition. It will no longer be subject to<br />

annual amortisation <strong>and</strong> under normal circumstances will therefore remain<br />

permanently in the balance sheet at historical cost. It will continue to be subject<br />

to impairment tests, <strong>and</strong> in the event of its value being deemed to be lower than<br />

its book carrying value, the surplus will have to be written off.<br />

9.5.2 What should we do?<br />

From the valuation perspective, the key questions are why or whether we should<br />

have worried about earnings after amortisation, <strong>and</strong> what balance sheet figure for<br />

goodwill we should be using to determine the company’s profitability.<br />

Our answer to these questions is as follows:<br />

1. Goodwill amortisation was always an irrelevance to valuation, <strong>and</strong> its<br />

disappearance is to be welcomed.<br />

2. In assessing the operating performance of a company, <strong>and</strong> in forecasting its<br />

profits, returns on capital excluding goodwill are the key driver, since the<br />

company will not build a pile of goodwill on its new investments (unless it<br />

is a serial acquirer).<br />

3. But it is important that goodwill is justified in the end, otherwise value has<br />

been eroded (this is not a contradiction to the sentence above).<br />

4. For many companies, balance sheets understate economic capital, because<br />

much of what was really an investment is treated as if it were an operating<br />

cost.<br />

9.5.3 Other intangibles do matter<br />

Let us just kill off the last statement first. Imagine that a consumer goods<br />

company had grown entirely organically. All of the cost of building its br<strong>and</strong><br />

would have been written off as operating costs. So the balance sheet would be<br />

hugely understated. Now imagine that a competitor, with an identical set of<br />

products, had built its business partly organically <strong>and</strong> partly by acquisition, which<br />

would imply capitalising those acquired either as intangible assets or as goodwill.<br />

The solution here is to remove the goodwill <strong>and</strong> to adjust the balance sheets of<br />

both companies to reflect the investments that they have made in building their<br />

br<strong>and</strong>s, including investment made by companies that have been absorbed into<br />

375

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