Deferred Tax (in Business Combinations)

The International Financial Reporting Standard governing the accounting treatment of mergers and acquisitions. IFRS 3 requires acquirers to identify and separately recognise intangible assets at fair value as part of purchase price allocation, which often reveals significant off-balance-sheet value in areas such as customer relationships, technology, and brand.

The period following a business combination during which the acquirer may adjust the provisional amounts recognised at the acquisition date as new information is obtained about facts and circumstances that existed at that date. Under IFRS 3 and ASC 805, the measurement period cannot exceed 12 months from the acquisition date.

The process of allocating the total price paid in a business combination to identifiable tangible assets, intangible assets, and liabilities, with any residual assigned to goodwill. PPA is required under IFRS 3 and ASC 805 and is the primary mechanism through which acquired intangible assets are recognised on the balance sheet.

A U.S. tax provision allowing investors in qualifying small businesses to exclude a portion of capital gains from federal taxation upon the sale of stock held for more than five years.

A business model that creates value by facilitating exchanges between two or more interdependent user groups — typically producers and consumers — through a digital platform. Platform businesses generate powerful network effects and intangible assets including user data, algorithmic matching capabilities, and brand trust.

Firms that provide specialist knowledge-based services such as consulting, engineering, IT services, legal advisory, and financial analysis. KIBS firms are characterised by high intangible asset intensity, with the majority of their enterprise value derived from human capital, client relationships, proprietary methodologies, and reputation.

Income received by a company for goods or services that have not yet been delivered or performed, recorded as a liability on the balance sheet. In SaaS and subscription businesses, deferred revenue is a key indicator of future recognised revenue and contract backlog strength.

The IFRS standard that requires lessees to recognise nearly all leases on the balance sheet as a right-of-use asset and a corresponding lease liability, eliminating the previous distinction between operating and finance leases for lessees. IFRS 16 significantly impacts reported assets, liabilities, and financial ratios, and has implications for enterprise value calculations and purchase price allocations where material lease portfolios exist.

Contingent Liability

A potential obligation arising from past events whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the entity's control, or a present obligation where payment is not probable or the amount cannot be reliably measured.

How do I value a business I want to buy?

Apply a multiple to the target's normalised earnings, then test whether the intangible assets behind those earnings — customers, technology, brand, people — justify it and will transfer to you.

How do I finance a business acquisition?

Combine sources into a capital stack: your equity, senior bank debt, asset-based lending, IP-backed lending against intangible assets, and vendor finance such as loan notes or an earn-out.

How much money do I need to buy a business?

Often much less than the headline price. Acquisitions are usually funded with a mix of your own equity, bank or asset-based debt, and vendor finance, so the cash you need upfront can be a fraction of the total.