Post-acquisition risks associated with M&A and capital and business alliances
First written in FY2020-Q1. 7 of 19 entries say "Materialised", first in FY2022-Q1. Latest entry: FY2027-H1.
Tkp moved to the "Worse" side of this theme in 2019, 5 years before the typical company in this theme (2024).
The whole theme swung hardest in 2024: 36 of 89 companies on the "Worse" side.
4 other companies' latest entry also says "Other".
- FY2027-H1Finalization of purchase price allocation for エスクリAnnual report
「Upon finalization of this provisional accounting treatment, significant revisions to the initial allocation of the purchase price were reflected in the comparative information included in the interim consolidated financial statements for the current interim consolidated accounting period. The provisionally calculated goodwill of ¥365 million increased by ¥161 million upon finalization of the accounting treatment, to ¥527 million.」
The provisional purchase price allocation for エスクリ's business combination was finalized, and goodwill was revised from ¥365 million to ¥527 million. The uncertainty surrounding the accounting treatment for the acquisition has been resolved. - 2026-05-29RestatedManagement Planning
「Follow-up and regular monitoring aimed at realizing synergies after acquisitions」
The company reaffirmed the risks of unrealized post-acquisition synergies and unexpected problems, together with responses through due diligence and monitoring. - FY2026WorsenedAnnual report
「Goodwill recognized: ¥365 million. The goodwill amount is provisional because the allocation of the acquisition cost had not been completed as of the end of the current consolidated fiscal year.」
The company recognized ¥365 million in goodwill upon making エスクリ a consolidated subsidiary, expanding its exposure to M&A risks relating to post-acquisition results, realization of synergies and impairment. - 2026-04-14MaterialisedEarnings presentation
「We sincerely accept that the targets of the medium-term management plan were not achieved」
The failure to achieve the medium-term management plan targets at Riricara following its acquisition was explicitly stated, indicating the need for management reform. - FY2025WorsenedAnnual report
「As a risk relating to impairment of the group's fixed assets, M&A may give rise to the need to impair goodwill and intangible assets recognized at the time of acquisition, as well as acquired securities and other assets, if it becomes difficult to maintain ongoing demand for an acquired business, if synergies cannot be generated between the group's services and the acquired business, or if significant issues not anticipated at the time of acquisition are discovered after the acquisition.」
The acquisitions of リリカラ, ノバレーゼ and fabbit increased acquisition-related assets, including goodwill and trademark rights, and expanded the group's exposure to risks associated with maintaining post-acquisition demand, realizing synergies and discovering issues. - FY2024RestatedAnnual report
「As described below, the group may fail to achieve the results initially expected from M&A, giving rise to the need to impair goodwill and intangible assets recognized at the time of acquisition, as well as acquired securities and other assets.」
Even after impairment arose in the Regus business, the group reconfirmed as key risks the potential for impairment due to maintaining post-M&A demand, realizing synergies and discovering unforeseen issues. The related response measures, including due diligence, review of acquisition prices and monitoring, were also organized. - FY2024-Q1MaterialisedAnnual report
「The business restructuring loss arose when the adjustment to the transfer price based on changes in the financial position as of the share transfer date, relating to the transfer of the shares of 日本リージャスホールディングス株式会社 in the previous consolidated fiscal year, was finalized during the first quarter of the current fiscal year.」
The adjustment to the transfer price in connection with the transfer of the Regus shares was finalized, resulting in a business restructuring loss of ¥48 million. The risk of adjustments after the M&A and business sale has materialized as an actual loss. - FY2023MaterialisedAnnual report
「In addition, because the company decided to transfer the shares of 日本リージャスホールディングス株式会社 and its 54 subsidiaries, and the shares of 臺北雷格斯企業管理諮詢有限公司 (now 臺北雷格斯企業管理諮詢股份有限公司) and 12 other companies, it reduced the carrying amounts of the goodwill generated from these acquisitions to their recoverable amounts and recognized the reductions as impairment losses under extraordinary losses.」
An impairment loss was recognized on the Regus business after the M&A, including a ¥2,820 million impairment loss on goodwill arising from the decision to transfer the business. - FY2023-Q3MaterialisedAnnual report
「In addition, because the company decided to transfer the shares of 日本リージャスホールディングス株式会社 and its 54 subsidiaries, and the shares of 臺北雷格斯企業管理諮詢有限公司 (now 臺北雷格斯企業管理諮詢股份有限公司) and 12 other companies, it reduced the carrying amounts of the goodwill generated from these acquisitions to their recoverable amounts and recognized the reductions as impairment losses under extraordinary losses.」
In connection with the decision to transfer the Regus business after its acquisition, the company recognized a ¥2,820 million impairment loss on goodwill. Risks relating to post-M&A asset values and expected results have materialized as an additional loss. - FY2022MaterialisedAnnual report
「Impairment loss ※5 2,344」
Impairment losses, including those on M&A-related assets, reached ¥2,344 million. Risks associated with lower post-acquisition earnings expectations, including ¥1,635 million in customer-related assets of 日本リージャス社, are materializing as losses. - FY2022-Q3MaterialisedAnnual report
「By the end of the third quarter of the current consolidated fiscal year, the company had newly recognized an impairment loss of ¥108 million on fixed assets, bringing the total to ¥1,869 million.」
Impairment losses on fixed assets, including acquisition-related assets and ¥1,635 million in customer-related assets, reached a cumulative ¥1,869 million, with additional impairment risk arising from lower post-M&A earnings expectations having materialized. - FY2022-Q1MaterialisedAnnual report
「As the spread of COVID-19 led customers occupying facilities of Nihon Regus Co., Ltd. at the time of its acquisition to reduce their usage and caused customer turnover, impairment losses of ¥1,635 million on customer-related assets were recognized」
Following the acquisition of 日本リージャス社, an impairment loss of ¥1,635 million was recognized on customer-related assets due to reduced use and customer turnover. The risk of failing to achieve expected post-M&A results and impairment of acquisition-related assets has materialized as an actual loss. - FY2021RestatedAnnual report
「As described below, the group may fail to achieve the results initially expected from M&A, giving rise to the need to impair goodwill and intangible assets recognized at the time of acquisition, as well as acquired securities and other assets.」
The group has reconfirmed the risks of failing to achieve expected results from M&A and impairment of goodwill, intangible assets and acquired securities, along with the responses through due diligence and post-acquisition monitoring. - FY2021-Q2AchievedAnnual report
「As a result, the goodwill amount of ¥39,671 million at the end of the previous consolidated fiscal year decreased by ¥380 million following finalization of the accounting treatment, to ¥39,290 million.」
The provisional purchase accounting for the business combinations involving 有限会社品川配ぜん人紹介所 and 台湾リージャス社 was finalized, revising goodwill from ¥39,671 million to ¥39,290 million. - FY2021-Q1Purchase accounting finalizedAnnual report
「As a result, the provisional goodwill amount of ¥42,906 million decreased by ¥5,040 million following finalization of the accounting treatment, to ¥37,866 million.」
The provisional purchase accounting for the business combination with 日本リージャス社 was finalized, reducing recognized goodwill from ¥42,906 million to ¥37,866 million. This indicates that the previously uncertain accounting treatment of the acquisition-related assets has been finalized. - FY2020WorsenedAnnual report
「Increase in goodwill: ¥39,559 million; increase in tangible property, plant and equipment, including buildings: ¥4,672 million; increase in customer-related assets: ¥5,031 million; and other items」
The acquisitions of 日本リージャス社 and 台湾リージャス社 resulted in the recognition of significant acquisition-related assets, including ¥39,671 million in goodwill and ¥5,031 million in customer-related assets. The group's exposure to post-acquisition impairment, amortization and failure to achieve expected results has become more specific. - FY2020-Q3WorsenedAnnual report
「Following completion of the acquisition of 台湾リージャス社, the group plans to recognize goodwill and intangible assets. Depending on their amounts and amortization periods, these may affect the group's operating results and financial position. ¥2,864 million The goodwill amount is provisional because the allocation of the acquisition cost had not been completed as of the end of the third quarter of the current fiscal year.」
Provisional goodwill of ¥2,864 million was recognized in connection with the acquisition of 台湾リージャス社, clarifying the group's exposure to post-M&A impairment and amortization charges. - FY2020-Q2WorsenedAnnual report
「On 31 May 2019, the group acquired all of the issued shares of 日本リージャスホールディングス株式会社 (hereinafter, 日本リージャス社) for ¥42,905 million. As of 31 May 2019, the group had recognized goodwill of ¥43,011 million on its quarterly consolidated balance sheet, exceeding total net assets of ¥24,030 million, of which goodwill related to 日本リージャス社 accounted for the majority, at ¥42,906 million.」
The acquisition of 日本リージャス社 resulted in the recognition of ¥42,906 million in goodwill, clearly demonstrating the group's significant exposure to post-acquisition impairment and failure to achieve expected results. - FY2020-Q1First statedAnnual report
「Depending on the nature of a transaction, sufficient due diligence may not be possible, and contingent liabilities or other matters may be discovered after the acquisition. Even where sufficient due diligence has been conducted, the company may fail to achieve the results initially expected if issues not identified by the company become apparent after the acquisition or if, for any reason, business development does not proceed as planned.」
Following the acquisition of 日本リージャス社, a standalone risk item was added for M&A and capital and business alliances. The disclosure covers contingent liabilities and issues not identified through due diligence, failure to meet plans, and the possibility of impairment losses on goodwill, intangible assets and acquired securities.