8 GoodwilI and intangible assets

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 and intangible assets

 

 

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).

Goodwill per Cash generating unit

 

 

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.

Key assumptions for goodwill impairment tests

 

 

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.

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