RE: Ince and Arden11 Apr 2022 12:56
As an example take the acquisition of the Ince & Co UK business, by far the largest yet undertaken by Ince – back when it was still called Gordon Dadds. This was not dissimilar in terms of goodwill payments – though there were key differences:
(i) UK WIP and debtors weren’t bought as the business was bought through a pre-pack insolvency and it was agreed to realise those for the administrator for a (significant) commission.
(ii) The new Ince is paying the former Ince partners 15% of fees billed and collected over 3 years, not 5.
(iii) While the target revenue wasn’t made public, we can estimate this deferred consideration would represent c. £13.5m if the revenue target is hit. This estimate is based on the amount of deferred consideration shown on the balance sheet as published before and after the acquisition completed. We would therefore expect the following: Based on the 15% rate, this implies a target £90m of revenue, or £30m per annum for 3 years.
(iv) In accounting terms this deferred consideration liability would be balanced through the addition of £13.5m to intangible assets.
(v) However, if after 3 years, the Ince & Co business only generated £20m of revenue per annum, the total revenue would be £60m rather than £90m. 15% of this is £9m, leading to a difference of £4.5m between the deferred consideration to be paid, and that recorded as owed on the balance sheet. This difference would be written back to P&L as a profit, and the remaining deferred consideration liability would be extinguished: