Accounting policy
Goodwill
Goodwill represents the excess of the cost of an acquisition over dsm-firmenich’s share in the net fair value of the identifiable assets and liabilities in a business combination. Goodwill paid on acquisition of subsidiaries is included in intangible assets. Goodwill paid on acquisition of joint ventures or associates is included in the carrying amount of these entities. Goodwill recognized as an intangible asset is tested for impairment annually, and when there are indications that the carrying amount may exceed the recoverable amount. A gain or loss on the disposal of an entity includes the carrying amount of goodwill relating to the entity sold.
Intangible assets acquired as part of a business combination
Intangible assets acquired in a business combination are recognized at fair value on the date of acquisition and subsequently amortized on a straight-line basis over their expected useful lives. The expected useful lives vary from 4 to 20 years.
Separately acquired intangible assets
Separately acquired licenses, patents, application software and other purchased rights are carried at historical cost less straight-line amortization and less any impairment losses. The expected useful lives vary from 4 to 20 years.
Capital expenditure that is directly related to the development of application software is recognized as an intangible asset and amortized over its estimated useful life (5 to 8 years). Costs of software maintenance are expensed when incurred.
Internally generated intangible assets
Research costs are expensed when incurred. Development expenditure is capitalized if the recognition criteria are met and if it is demonstrated that it is technically feasible to complete the asset; that the entity intends to complete the asset; that the entity is able to sell the asset; that the asset is capable of generating future economic benefits; that adequate resources are available to complete the asset; and that the expenditure attributable to the asset can be reliably measured. Development expenditure that meets the recognition criteria is amortized over the asset’s useful life on a straight-line basis.
As long as internally generated intangible assets are under construction, these intangible assets are not amortized as they are not yet available for use. Instead, they are subject to a review for impairment annually, or more frequently if events or circumstances indicate this is necessary. Any impairment is charged to the income statement as it arises.
Impairment of non-financial assets
When there are indications that the carrying amount of a non-financial asset (goodwill, an intangible asset or an item of property, plant and equipment) may exceed the estimated recoverable amount (the higher of its value in use and fair value less costs of disposal), the possible existence of an impairment loss is investigated. If an asset does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market interest rates and the risks specific to the asset or CGU. When the recoverable amount of a non-financial asset or a CGU is less than its carrying amount, the carrying amount is impaired to its recoverable amount and an impairment charge is recognized in profit or loss. An impairment loss is reversed when there has been a change in estimate that is relevant for the determination of the asset’s recoverable amount since the last impairment loss was recognized. Impairment losses for goodwill are never reversed.
Estimates and judgments
Key estimates and judgments dsm-firmenich makes in the accounting for goodwill and intangible assets relate to:
- The amortization period of intangible assets, which depends on their useful lives
- The determination of CGUs, which depends on the capacity of the asset or group of assets to generate independent cash flows
- The estimation and allocation of future cash flows, growth rates, discount rates and fair values minus costs of disposal for the impairment testing of goodwill and intangible assets. These estimates are based on historical and current market rates, quoted prices, experience, current business outlooks, and validated by external valuation specialists, where deemed necessary by management
|
|
Goodwill |
|
Customer base |
|
Brands and trademarks |
|
Technology and formulas |
|
Software, licenses and patents |
|
Internally generated |
|
Other |
|
Total |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at 1 January 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
2,943 |
|
1,140 |
|
117 |
|
898 |
|
592 |
|
570 |
|
659 |
|
6,919 |
Amortization and impairment losses |
|
14 |
|
468 |
|
52 |
|
161 |
|
395 |
|
174 |
|
345 |
|
1,609 |
Carrying amount |
|
2,928 |
|
672 |
|
65 |
|
737 |
|
197 |
|
396 |
|
314 |
|
5,309 |
Changes in carrying amount: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Capital expenditure |
|
- |
|
- |
|
- |
|
- |
|
8 |
|
130 |
|
- |
|
138 |
- Put into operation |
|
- |
|
- |
|
- |
|
- |
|
90 |
|
(100) |
|
10 |
|
- |
- Acquisitions |
|
52 |
|
11 |
|
4 |
|
17 |
|
- |
|
2 |
|
- |
|
86 |
- Disposal subs |
|
(46) |
|
|
|
|
|
- |
|
(7) |
|
(7) |
|
(4) |
|
(64) |
- Amortization |
|
- |
|
(66) |
|
(10) |
|
(58) |
|
(49) |
|
(34) |
|
(23) |
|
(240) |
- Impairment losses |
|
(4) |
|
- |
|
- |
|
- |
|
(3) |
|
5 |
|
- |
|
(2) |
- Exchange differences |
|
80 |
|
14 |
|
3 |
|
16 |
|
6 |
|
10 |
|
- |
|
129 |
- Reclassification to held for sale |
|
(26) |
|
- |
|
- |
|
- |
|
- |
|
(11) |
|
(182) |
|
(219) |
- Transfers |
|
- |
|
22 |
|
- |
|
22 |
|
(1) |
|
- |
|
(43) |
|
- |
- Other |
|
- |
|
|
|
|
|
1 |
|
8 |
|
(1) |
|
2 |
|
10 |
|
|
56 |
|
(19) |
|
(3) |
|
(2) |
|
52 |
|
(6) |
|
(240) |
|
(162) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
2,989 |
|
1,249 |
|
124 |
|
1,005 |
|
612 |
|
576 |
|
270 |
|
6,825 |
Amortization and impairment losses |
|
5 |
|
596 |
|
62 |
|
270 |
|
363 |
|
186 |
|
196 |
|
1,678 |
Carrying amount |
|
2,984 |
|
653 |
|
62 |
|
735 |
|
249 |
|
390 |
|
74 |
|
5,147 |
- Of which acquisition related |
|
2,984 |
|
653 |
|
62 |
|
735 |
|
2 |
|
- |
|
36 |
|
4,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in carrying amount: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Capital expenditure |
|
- |
|
1 |
|
- |
|
- |
|
2 |
|
124 |
|
2 |
|
129 |
- Put into operation |
|
- |
|
2 |
|
2 |
|
1 |
|
57 |
|
(62) |
|
- |
|
- |
- Acquisitions |
|
8,398 |
|
3,451 |
|
658 |
|
1,149 |
|
71 |
|
52 |
|
10 |
|
13,789 |
- Disposal subs |
|
- |
|
- |
|
- |
|
- |
|
(1) |
|
- |
|
- |
|
(1) |
- Amortization |
|
- |
|
(178) |
|
(40) |
|
(118) |
|
(83) |
|
(38) |
|
(20) |
|
(477) |
- Impairment losses |
|
(28) |
|
(3) |
|
(3) |
|
(13) |
|
(6) |
|
(13) |
|
(4) |
|
(70) |
- Exchange differences |
|
(61) |
|
174 |
|
30 |
|
53 |
|
8 |
|
13 |
|
(5) |
|
212 |
- Reclassification to held for sale |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2 |
|
- |
|
2 |
- Transfers |
|
- |
|
- |
|
22 |
|
(34) |
|
40 |
|
(29) |
|
6 |
|
5 |
- Other |
|
- |
|
3 |
|
1 |
|
- |
|
24 |
|
- |
|
(26) |
|
2 |
|
|
8,309 |
|
3,450 |
|
670 |
|
1,038 |
|
112 |
|
49 |
|
(37) |
|
13,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
11,315 |
|
4,880 |
|
837 |
|
2,174 |
|
813 |
|
676 |
|
258 |
|
20,953 |
Amortization and impairment losses |
|
22 |
|
777 |
|
105 |
|
401 |
|
452 |
|
237 |
|
221 |
|
2,215 |
Carrying amount |
|
11,293 |
|
4,103 |
|
732 |
|
1,773 |
|
361 |
|
439 |
|
37 |
|
18,738 |
- Of which acquisition-related |
|
11,293 |
|
4,103 |
|
732 |
|
1,773 |
|
76 |
|
- |
|
11 |
|
17,988 |
The amortization and impairment losses of goodwill and intangible assets are included in Cost of sales, Marketing & Sales, Research & Development and General & Administrative expenses.
Where dsm-firmenich acquired entities in business combinations in the past, they were accounted for by the acquisition method, resulting in recognition of mainly goodwill, customer- and marketing-related, and technology-based intangible assets. The amounts assigned to the acquired assets and liabilities are based on assumptions and estimates about their fair values. In making these estimates, management consults independent, qualified appraisers where appropriate.
The merger of equals between DSM and Firmenich, which is accounted for as a business combination under IFRS 3, resulted in the recognition of a significant amount of additional intangible assets. More specifically, the main intangible assets provisionally recognized as result of the merger are customer relationships for €3,407 million, technology for €1,044 million, and trademarks for €648 million. Furthermore, an amount of €8,251 million was recognized as goodwill.
Other significant intangibles were mainly obtained during the acquisitions of Erber Group and Glycom in 2020, and F&F Amyris and First Choice Ingredients in 2021. Intangible assets are amortized on a straight-line basis and subject to impairment trigger testing. There are no intangible assets with an indefinite useful life (same as in 2022).
The carrying amount of the internally generated intangible assets includes €133 million (2022: €143 million) that relates mainly to strategic projects which are not being amortized yet. The recoverable amount of these projects was estimated based on the present value of the future cash flows expected to be derived from the projects (value-in-use).
Goodwill
The CGUs dsm-firmenich identified in 2023 were Perfumery & Beauty (P&B), Taste, Texture & Health (TTH), Health, Nutrition & Care (HNC), and Animal Nutrition & Health (ANH).
|
|
2023 |
|
2022 |
---|---|---|---|---|
Perfumery & Beauty (P&B) |
|
4,191 |
|
- |
Taste, Texture & Health (TTH) |
|
3,739 |
|
544 |
Health, Nutrition & Care (HNC) |
|
1,784 |
|
1,429 |
Animal Nutrition & Health (ANH) |
|
1,579 |
|
1,011 |
Total |
|
11,293 |
|
2,984 |
The annual impairment tests of goodwill are performed in the fourth quarter. The recoverable amount of the CGUs is based on a value-in-use calculation.
The cash flow projections are derived from dsm-firmenich’s business plan as adopted by the Board and updated periodically – for example when the strategy is updated. More specifically, the cash flow projections are based on the budget for 2024, as approved by management, which is extrapolated throughout the remainder of the forecast period using management’s internal forecasts. The key assumptions in the cash flow projections relate to the market growth for the CGUs and the related revenue projections, EBITDA developments, and the rates used for discounting cash flows. For the CGUs P&B, HNC and ANH, which are considered mature businesses, a forecast period of five years is applied before they come to a terminal value. For TTH, an initial forecast period of ten years was applied, reflecting the extended period of time during which the identified synergies arising from the merger are expected to contribute to the growth of this CGU. The terminal value growth rate is determined with the assumption of inflationary growth.
|
|
2023 |
|
2022 |
---|---|---|---|---|
Forecast period (years) |
|
|
|
|
- Mature business |
|
5 |
|
5 |
- Emerging business |
|
10 |
|
10 |
|
|
|
|
|
Terminal value growth |
|
2.0% |
|
1.5% |
|
|
|
|
|
Pre-tax discount rate |
|
|
|
|
P&B |
|
8.7% |
|
|
TTH |
|
8.6% |
|
|
HNC |
|
7.9% |
|
9.1% |
ANH |
|
9.2% |
|
10.7% |
|
|
|
|
|
Organic sales growth (year 1–5) |
|
|
|
|
P&B |
|
1%–4% |
|
|
TTH |
|
3%–8% |
|
|
HNC |
|
6%–8% |
|
5%–8% |
ANH |
|
4%–8% |
|
4%–7% |
For ANH and HNC, the growth assumptions are based on the growth of the global food and feed markets, for TTH on the growth assumptions of the global food and beverage markets, and the vitamin transformation program; and for P&B on the growth assumptions of the global fragrances and personal care markets. A sensitivity test was performed on the impairment tests of the CGUs and showed that the conclusions of these tests would not have been different if a reasonable possible adverse change in key parameters had been assumed.
Based on the sensitivity tests performed on the impairment test of the CGUs P&B and TTH, it was identified that a reasonably possible adverse change in the pre-tax discount rate could cause the carrying amount of these CGUs to exceed their recoverable amount. Holding all other factors constant, increases of, respectively, 127 basis points and 156 basis points in the pre-tax discount rates of P&B and TTH would result in recoverable amounts equal to the carrying amounts of these CGUS. The headroom of P&B and TTH amounted to €1,794 million and €2,032 million, respectively. The remainder of the sensitivity tests performed indicate that the conclusions of the impairment test of the CGUs would not have been different if a reasonably adverse change in any other key parameter had been assumed.