5.6 Purchase method
Acquisitions of subsidiaries by the PZU Group are recognized by the purchase method of accounting.
For each acquisition transaction, the acquirer is identified and the acquisition date is determined, which is the date on which the acquirer obtains control over the acquiree. As of the acquisition date, the acquirer recognizes, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree.
As at the date of acquisition, the identifiable assets acquired and the liabilities assumed are measured at fair value.
For each acquisition, any non-controlling interest in the acquiree are measured at the non-controlling interest’s proportionate share in the fair value of the acquiree’s identifiable net assets.
The fair value measurement of assets and liabilities is associated with significant uncertainty regarding estimates, as it requires the Management Board of PZU to develop professional judgments and make use of complex and subjective assumptions. Relatively small changes in key assumptions may have a significant impact on the results of the measurement. Key assumptions include, among others: discount rates, credit risk costs, prepayment rates for performing portfolios and the timing and amount of expected cash flows for non-performing portfolios.
Determination of goodwill or a gain from a bargain purchase
Goodwill is measured and recognized as at the acquisition date as the surplus of:
- the consideration transferred measured at acquisition-date fair value;
- the amount of any non-controlling interest in the acquiree measured as described above;
- the acquisition-date fair value of the PZU Group’s previously held equity interest in the acquiree;
- over the acquisition-date net amount of the fair value of the identifiable assets acquired and the liabilities assumed.
If the net fair values of identifiable assets acquired and the liabilities assumed exceeds the fair value of payment received, the gain from a bargain purchase is recognized in the consolidated profit and loss account. Before a gain from a bargain purchase is recognized, a reassessment is made whether all of the assets acquired and all of the liabilities assumed have been correctly identified and all additional assets or liabilities have been are recognized.
In the period of maximum 1 year from taking the control, PZU Group may retrospectively adjust the provisional fair values of assets and liabilities recognized as at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of these assets and liabilities. Such adjustments are charged directly to the recognized goodwill or gain from a bargain purchase.
Intangible assets
Intangible assets acquired in business combination transactions are recognized at fair value as at the acquisition date. The fair value of an intangible asset reflects expectations as to the probability that the entity achieves economic benefits from the asset in the future. The fair value of intangible assets is determined as follows:
- trademark – using the relief-from-royalty method, based on potential savings on the license fees that the company is not required to pay as the owner of the trademark (i.e. present value of future potential license fees). The market level of license fees is determined by analyzing license fee rates for using trademarks applied between unrelated parties in a comparable market segment. Then, hypothetical license payments are determined as the product of the assumed license fee rate and the amount of the estimated sales revenues. In order to calculate the net income from license, license payments should be reduced by the hypothetical amount of income tax. Then the calculated net cash flows are increased by the potential tax relief arising from the tax amortization benefit (TAB) of the trademark. Finally, the calculated cash flows are discounted using the discount rate reflecting, among others, risk typical for a given trademark;
- relations with brokers and relations with clients – using the multiperiod excess earnings method (MEEM), based on the present value of future profits generated by each relation. Fair value is then determined based on discounted future cash flows resulting from the excess income generated by a company in possession of the relevant intangible asset over revenues generated by a company without such an asset. The relations are identified and then their life expectancy is determined (by applying the applicable attrition ratio using the Weibull curve) and revenues and costs associated with each relation are projected. The identified and calculated CAC (contributory asset charge), including maintenance of capital ratios at levels required by supervisory authorities, fixed assets, organized workforce, trademark and other intangible assets, is applied to cash flows after tax. If there are any tax structures in place that allow an average market participant to amortize a relation then its measurement should include TAB;
- value in force (VIF) – future profit from the purchased portfolio of insurance contracts – as a potential excess of the carrying amount of technical provisions over their fair value, taking account of deferred acquisition costs. Fair value of technical provisions is determined as the expected value of nominal cash flows projected using actuarial methods appropriate for particular provision types, including the specific nature of a given portfolio and market trends. The expected value of future cash flows is determined by discounting projected nominal cash flows using discount rates established on the basis of the risk-free rate curve. The projected nominal cash flows take into account the probability of occurrence and the amount of: future claims, claims handling expenses (direct and indirect) and, in the case of the provision for unearned premiums, also administrative expenses related to administration of the insurance portfolio. The estimates take into account the reinsurer’s share resulting from binding reinsurance contracts. The relevant probability of occurrence is estimated using statistical and actuarial methods, while the cash flow level is determined from relevant provisions of insurance contracts and actuarial analysis;
- IT systems – the gross value of purchased systems was assumed to be equal to the financial expenditure made to purchase them. For systems developed internally, their gross value is established at the amount of capitalized expenditures made to develop them. The amounts calculated using this method are then adjusted by the remaining operational life of the system, which is calculated as a percentage of the period of the system’s useful life. The fair value of systems under development is adjusted to the amount of expenditures made on the functionalities for which the development work has not been completed or which have not been tested and thus are not ready for production acceptance;
- relations with customers holding savings and checking accounts (CDI, core deposit intangible) – as the present value of the difference between the cost of the CDI and the alternative borrowing costs (including interest and administrative expenses) that the bank would have to incur if it had no core deposit. The value of CDI is measured using the favorable source of funds method derived from the expense and income methods. In this method, the account retention ratio is projected (using the Weibull curve), the average initial balance and the number of accounts to be included in the measurement are estimated and the net balance of deposits is calculated (adjusted by the retention ratio and the unstable part of the deposit base). Then the cost of acquired deposits is calculated as reserve requirements, interest and administration expenses less net commission income from the accounts. Next, interest rate benchmarks are used to estimate the alternative borrowing cost. In the next step, the difference between the alternative borrowing costs and the cost of acquired deposits is calculated, which is discounted using the required rate of return. The measurement of CDI does not include any tax amortization benefit (TAB).
The discount rate used for the measurement of intangible assets reflects the time value of money and risks related to expected future cash flows. It is calculated on the basis of the expected return from the best investment alternative to the investment being measured. This rate sets the lowest return from the measured asset that is required by an investor in such a manner that the rate of return achieved by the investor is at least equal to the best available investment alternative. The return on the alternative investment must be comparable in terms of value, time and certainty.
Cost of equity (CE) is estimated as at the date of obtaining control in accordance with the Capital Asset Pricing Model (CAPM): CE = RF + ERP x β + SP + SR, where RF stands for risk-free rate, ERP – market risk premium, β – measure of systematical risk borne by the equity holders, including the operational and financial risks associated with the business, SP – small cap premium, SR – specific risk premiums.
Loans and advances to customers
The measurement of the loan portfolio to fair value was performed using the income method involving the discounting of future cash flows arising from the loan portfolio component being measured. For performing loans, fair value was estimated as the present value of cash flows defined as the sum of the contractual installments of principal and interest (in accordance with the contractual margin rates and outstanding principal), adjusted by prepayments where relevant. The following is used to discount cash flows:
- interest rate determined based on money market instruments and derivative transactions (standard curve) taking into account the term structure and currency of the loan
- credit spread (credit spread curve) taking into account the term structure, broken down into the credit risk level of the client or the transaction;
- liquidity margin (liquidity curve) taking into account the term structure and currency of the loan;
- market margin, taking into account the cost of capital and profit margin, broken down into client segment, type and currency of the product.
For measurement purposes, the loan portfolio has been divided by currencies, product groups, risk level and client segments.
The standard curve was calculated on the basis of quotations for deposits for nodes up to 1 year and IRS transactions for nodes above 1 year.
The credit spread curve was calculated on the basis of estimated cumulative probability of default curves and expected average recovery rates for a given product group and client segment.
The liquidity curve for PLN was determined as the higher of zero or the difference between the PLN:BOND curve (zero- coupon curve based on Treasury bond prices) and the PLN:Std curve. For other currencies, the liquidity curve was increased by the cost of a swap converting PLN into the currency in question (calculated from FX Swap and Cross Currency Basis Swap quotations). When the cost was negative, the value of zero was assumed.
Market margin was calibrated for loans granted in the period of 3 months preceding the date of obtaining control, so that the fair value is equal to the gross carrying amount. If the market margin became negative following the calibration, it was assumed to be zero. For foreign currency mortgage loans, the margin was determined as the margin for PLN mortgage loans plus the difference in the average margin between mortgage loans granted in foreign currencies and the average margin of PLN mortgage loans.
For short-term working capital loans, the net carrying amount was taken as fair value.
Analyses have shown that the fair value of impaired loans did not differ materially from their carrying amount.
Property, plant and equipment
Property is measured using the income method, while other tangible assets – using market or replacement method.
Technical provisions are recognized in the previous carrying amount. The difference between the fair value and the carrying amount of technical provisions is charged to intangible assets (future profit from the purchased portfolio of insurance contracts).
Liabilities arising from unfavorable (liability-generating) lease agreements
In order to determine the fair value of liabilities arising from unfavorable (liability-generating) real property lease agreements, an analysis was carried out of the standard market lease rates in various locations at the time of determination of the fair value. Then these rates were compared to the amounts resulting from the lease agreements. Due to the large number of such agreements, the analysis was conducted on a sample of agreements concluded in different years. The differences obtained on the examined sample for a given year of execution were then extrapolated to the entire portfolio of agreements concluded in such a year. In the determination of the fair value, no renegotiation or termination of the lease agreements prior to the end date of the agreement was assumed (in particular for agreements where the contractual rate of rent differed from the estimated market rate). Based on the leased area, the location of the real property, the term of the lease and the difference between the market rate and the rate actually paid, cash flows were projected along with the dates of their occurrence in the projection period. These cash flows were then discounted as at the valuation date using a risk-free rate. The value of the discounted cash flows represents the fair value of the liability as at the valuation date.
