Recognising and measuring goodwill or a gain from a bargain purchase (paras. BC312-BC382)
BC312 Consistently with IFRS 3 and SFAS 141, the revised standards require the acquirer to recognise goodwill as an asset and to measure it as a residual.
Goodwill qualifies as an asset
BC313 The FASB’s 1999 and 2001 Exposure Drafts listed six components of the amount that in practice, under authoritative guidance in effect at that time, had been recognised as goodwill. The IASB’s ED 3 included a similar, but not identical, discussion. The components and their descriptions, taken from the FASB’s exposure drafts, were:
Component 1 - The excess of the fair values over the book values of the acquiree’s net assets at the date of acquisition.
Component 2 - The fair values of other net assets that the acquiree had not previously recognised. They may not have been recognised because they failed to meet the recognition criteria (perhaps because of measurement difficulties), because of a requirement that prohibited their recognition, or because the acquiree concluded that the costs of recognising them separately were not justified by the benefits.
Component 3 - 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).