AMDG Chapter 4 On The Meaning Of (Economic) Life: An Overview And Proposed Method Of Estimation I. Introduction The concept of amortization, or decay, applies to all assets. This includes intangible assets. For tangible assets, economic obsolescence is relatively easy to observe. Tangible assets wear out at a rate that can be observed at a physical level. In some cases, this obsolescence occurs because of actual decay or entropy. In other cases, physical assets obsolesce because their underlying functionality is displaced by a competing functionality. In either case, obsolescence is an empirical fact that is relatively easy to verify. By contrast, intangible assets “decay” at a rate that is inherently more difficult to observe. The reason for this is obvious. Intangible assets are, at essence, ideas. They are non-physical in nature. This means that they can not be observed, except indirectly through their effect on revenue and profits. If the assets themselves can only be observed indirectly, it stands to reason that their rate of change, or obsolescence, is even more removed from empirical observation. It is largely for this reason that the concept of the “economic life” or “remaining useful life” of intangible assets is one that is inherently fuzzy, frequently confusing, and subject to numerous (often inconsistent) definitions. The result is well known – valuations of intangible assets are commonly contested because of disagreements relating to the economic life of the subject intangibles. This chapter serves a twofold purpose. First, it attempts to summarize and evaluate the meanings of “economic life” as applied to intangible assets. Second, it proposes a new definition of economic life that is “endogenous” to the firm. By this I mean that my proposed definition of “intangible asset life” is a function only of objective financial data, rather than subjective determinations relating to the “usage” and “productivity” of the intangible assets at issue. The logic of my proposed approach to defining economic life can be summarized as follows. DRAFT 2 1) First, recognize that today’s stock of intangible assets is the result of the cumulative accretion of prior years of intangible asset investments (such as R&D or marketing investments) by the firm. This is, at essence, a recognition that, from an economic perspective, sunk intangible asset investments are “capitalized” by the firm, even if this capitalization is not always recognized by current accounting standards. 2) Second, define a prior year, or “layer,” of sunk intangible asset investment as being “in service” today, if yields a return today. 3) Third, recognize that the economic life, N, of an intangible asset is necessarily both the number of years over which a dollar of intangible asset investment incurred today yields its required return in the future and the number of layers, or prior years, of past investments that have accumulated to form today’s stock of intangible assets. This is necessarily true. For example, in a steady state, if today’s dollar of R&D investment yields its required return over 5 years, then it must be the case that 5 years of prior investments are supporting today’s intangible-related profit flow. Therefore, if we know the number of layers of “in service” investments, we know the time period over which today’s intangible asset investment yields a return, and vice versa. 4) Fourth, recognize that there can only be a finite number of layers, or previously sunk investments, in service today. We can see this by noting that if this statement were not true, then the total return to currently in service investments would be greater than residual profit – because it would be infinite.1 In other words, some finite number, N, of prior years of sunk investments will fully exhaust the firm’s per period residual profit flow, simply because each layer requires (produces) a return if it is in service, and an infinite economic life would imply infinite layers and infinite profits. 5) Fifth, given #3 above (if we know the number of layers, we know the future payoff period of today’s investments, and vice versa), by finding the number of layers of prior investments, N, that exhausts the firm’s per period residual profit, we have also found the economic life of today’s investments in the same intangible. We have found an “endogenous” definition of economic life – that is, an N that is entirely determined by the firm’s profit flow and investment decisions. It would be equal to I*r*N, where I is the intangible asset investment per year, r is the required return on that investment given that it is a perpetuity, and N is the total number of prior years of investments made by the firm. As N approaches ∞, so too does the profit flow attributable to the firm’s sunk investments. This is obviously an absurd result. 1 DRAFT 3 6) Sixth, recognize that this unique value for N is the only choice of economic life that neither implies more, nor less, residual profit than actually exists. Other definitions of economic life may arrive at an estimate of N that corresponds precisely to the level of residual profit expected by the firm, but will not do so necessarily. This approach results in a valuation of existing intangible property that has four very important characteristics. First, only this “endogenous” approach has the advantage of ensuring that the choice of N is exactly consistent with the steady state level of residual profit in the system. Importantly, I do not propose that this is the only approach to estimating economic life that makes sense. Other approaches, including subjective analyses of functional and economic obsolescence, should be incorporated into any evaluation of intangible asset life. However, there is only one N that exactly absorbs, or exhausts, the residual profit in the system, given a rate of return and level of steady state intangible asset investment. Second, what this approach demonstrates is that the economic life of intangible assets must be finite. N must be a finite number. As noted earlier, I show in this paper that if N were not finite, the implication would be that the firm would eventually have an infinite amount of residual profit per period (which is obviously absurd). Third, because the economic life, N, is chosen such that the ongoing intangible asset investments are NPV=0,2 a buyer of intangible assets using this approach to economic life (i.e., the party making post-transaction intangible asset investments) is by definition NPV=0. This means that this approach is fundamentally consistent with the IRS’ Investor Model framework, which simply says that a buyer of any asset should be NPV=0 on the deal if the asset price is correct. Finally, this approach is very similar in principle to the valuation approach outlined by Modigliani and Miller in their famous 1961 paper on optimal dividend policy. Almost as an aside, Modigliani-Miller show that the value of the firm is equal to the present value of a steady state flow of “normal” or “competitive” returns, plus the present value of growth opportunities over a The net present value of the intangible asset investments is zero – meaning that the present value of the future benefits from the investments exactly equals the upfront cost of the investments. 2 DRAFT 4 “competitive advantage period.” My approach in this paper is quite complementary, and provides a means of estimating the competitive advantage period in the Modigliani-Miller model. This is important to grasp – the endogenous approach to N that I develop in this paper will always result in the unique N that produces a valuation of intangible assets that when summed with the present value of “normal” or “routine” returns, equals enterprise value. This is, in essence, a new way to value the firm and its component parts. This paper proceeds as follows. In Section II, I survey and evaluate the three primary meanings of the term “economic life” that are in currency today. In Section III, I describe an alternative approach to the question of intangible asset life – the endogenous life approach. Section IV then examines the intangible asset valuation and licensing implications of this approach, and demonstrates that the endogenous approach to economic life is generally consistent with the licensee-licensor profit split rule of thumb, as well as with approaches to economic life that are currently used. Section V demonstrates that this approach to economic life is consistent with, and in fact completes, the 1961 “competitive advantage period” valuation model sketched out by Modigliani and Miller. Section VI discusses the relationship between realized rates of return to intangible asset investments and discount rates for intangible asset-generated profit. Section VII concludes. II. Intangible Asset Life – Three Common Definitions While the assumption that intangible assets decay is a standard one, an accepted definition of intangible asset life seems hard to come by. At present, there appear to be three primary concepts of economic life in currency. These are as follows. 1) Functional Obsolescence. Intangible assets have eroded in value when they have ceased to function at a technical level. This definition is commonly applied to software code or other technologies. For example, if an average line of code, or a typical object in an object-oriented software library, is no longer used in a software product after five years, then we say that the economic life of software is five years. 2) Residual Profit Obsolescence. Intangible assets have eroded in value when they are considered to no longer contribute to residual, or economic, profit. That is, when an intangible asset no longer produces pricing DRAFT 5 power, and therefore to profit in excess of a company’s required return to other functions and assets, that intangible asset has amortized. 3) Willingness To Pay. Intangible assets have eroded in value once a third party would be unwilling to pay for access to the intangible. This definition relies on the public good nature of intangible assets – that is, the fact that intangible assets are goods that are non-excludable and non-rival once they have leaked into the public domain. Since all intangibles (knowledge goods) eventually leak into the public domain, all intangibles eventually amortize to zero. As an example, the Pythagorean Theorem is an intangible that is commonly used by engineers, but it is not commercially transferable given that it has fully leaked into the public domain – it is a public good. There are advantages and disadvantages to each of these definitions. Beginning with functional obsolescence, functional obsolescence has the advantage of being relatively observable. That is, it is sometimes possible to clearly observe, at a functional level, the rate at which an intangible asset ceases to be of use. Lines of software code are the most commonly cited example of this – we can tell when a line of code is replaced, and therefore is no longer functional. However, functional obsolescence also has important conceptual disadvantages. First, it does not apply to all asset types. Trademark assets, for example, generally do not “functionally” obsolesce in a meaningful way. Under normal conditions the only functional obsolescence that one can observe for trademark assets is the discontinuation or replacement of a trademark asset. Second, and perhaps more importantly, the concept of functional obsolescence may ignore the “value echo,” or economic advantage, passed on to future intangible assets by the current intangible assets. For example, even when we observe existing lines of code being replaced by new ones, the new lines of code may incorporate concepts or other programming devices that existed in the old code. Just as a child’s DNA incorporates elements of the DNA of prior generations, lines of code likely incorporate elements of logic from prior generations of software code. A functional obsolescence concept has a difficult time capturing this. The second definition of obsolescence, residual profit obsolescence, has the distinct advantage that it emphasizes the economic profit, or profit in excess of a required return, that results from the pricing power that intangible assets generate. In other words, residual profit obsolescence “asks the right question,” by focusing the analysis on pricing premia, or market power, that results from successful investments in intangible assets. DRAFT 6 However, residual profit obsolescence suffers from a problem that is similar to one of the problems faced by the functional obsolescence concept. Namely, this approach to defining economic life requires that one take a stance regarding whether or not current or expected future residual profit results only from currently functional generation of intangible assets (i.e., lines of currently functioning software code), or from current and prior generations of the asset. In other words, residual profit obsolescence begs the same fundamental question as functional obsolescence – namely, is the relationship between residual profit and intangible assets limited to currently functioning intangibles or prior generations that have a “value echo” reflected in today’s intangibles. Depending upon one’s view of the way in which “current and old” intangibles map into residual profit, this definition, like functional obsolescence, can produce widely varied estimates of economic life. Said differently, while residual profit obsolescence focuses on the right question (the timing of erosion in price premia and economic profit), the subjectivity of the answer is of concern. Finally, we come to “commercial transferability.” In a sense, commercial transferability is the most objective of the three definitions of economic life. The test here is a standard market test – are the intangible assets salable? Would a buyer be willing to pay for the intangibles? The primary advantage of this approach is that it sidesteps the question of whether or not current or previously “functioning” generations of the intangibles matter. The question asked is, simply, “for how long would a third party be willing to pay for your current portfolio – however you define it – of intangible assets?” Equivalently, this approach says “take this year’s investments, last year’s investments, the investments of the year prior, and so on, and tell me how far back you go before a third party would no long be willing to pay for the resulting intangible assets?” Thus, in principle, the commercial transferability or willingness to pay definition is objective. However, in practice, it is typically the case that the fact finding necessary to implement this definition is very difficult to perform. By their nature, intangible assets that generate price premia are unique, therefore markets in the intangibles are not “thick,” or “liquid.” It is therefore difficult to estimate how long a given layer of sunk intangible asset investment will be commercially transferable, since there are very few market reference points to rely on. This problem is particularly acute for marketing and customer-based intangibles. What does it mean, exactly, to ask “how long would a third party be willing to pay for your sunk marketing investments?” In my experience, the response DRAFT 7 when this question is asked of company marketing personnel is something along the lines of “I’m not sure that the question makes sense.” We thus arrive at the conclusion that most practitioners already understand intuitively, there is no perfect way of thinking about economic life, or economic obsolescence, for intangible assets. The most common definitions all have drawbacks. In the next section, I propose an alternative. III. A Proposed Definition A. Reasonable Criteria Given the drawbacks of the definitions of economic obsolescence reviewed above, it is worth asking the question – if one were to develop a definition of economic life, what criteria might one require? Said differently, what would be some of key characteristics of a meaningful and practical definition of economic life? Four desirable characteristics come to mind immediately. They are as follows. 1) Objective. Any definition of economic life should rest, to the greatest degree possible, on objective data rather than subjective judgments. 2) Simple. Any definition of economic life should be straightforward, and not rest on complex, or vague, concepts. 3) Intuitive. Any definition of economic life should be intuitive sensible. If, for example, the definition produces short economic lives (rapid obsolescence rates) under certain conditions, this should make sense intuitively and be consistent with economic theory. 4) Finance-based. Any definition of economic life should be consistent with basic concepts from finance theory – in particular, the theory of investment decisions. In more precise terms, a definition of economic life should require an analytical correspondence among three key variables: a) levels of intangible asset investment, b) levels of economic or residual profit, and c) the required rate of return on intangible asset investments. What follows is a proposed definition of economic life that I believe meets these four criteria. I also believe that this definition has significant conceptual advantages over the three definitions in common currency. DRAFT 8 I begin with the intuition behind the definition, and the process for arriving at an estimate of economic life. I then move to the mathematics. B. The Basic Model The logic of my proposed approach to defining economic life can be summarized as follows. 1) First, recognize that today’s stock of intangible assets is the result of the cumulative accretion of prior years of intangible asset investments (such as R&D or marketing investments) by the firm. This is obvious – intangibles, like any asset, are created by making investments. 2) Second, define a prior year, or “layer,” of sunk intangible asset investment as being “in service” today, if yields a return today. “In service” layers are like a first in – first out inventory. The investments come into service, live for some period of time, and then amortize away. 3) Third, recognize that the economic life, N, of an intangible asset is necessarily both the number of years over which a dollar of intangible asset investment incurred today yields its required return in the future (the life of a layer of sunk investment) and the number of layers, or prior years, of past investments that have accumulated to form the intangible asset. This is necessarily true. For example, if today’s dollar of R&D investment yields its required return over 5 years, then it must be the case that 5 years of prior investments are supporting today’s intangible asset. Therefore, if we know the number of layers, we know the time period over which today’s intangible asset investment yields a return (economic life), and vice versa. 4) Fourth, consider that there can only be a finite number of layers, or previously sunk investments, in service today. We can see this by noting that if this statement were not true, then the total return to currently in service investments would be greater than residual profit – because it would eventually be infinite.3 In other words, some finite number, N, of prior years of sunk investments will fully exhaust the firm’s per period residual profit flow, simply because each layer requires (produces) a It would be equal to I*r*N, where I is the intangible asset investment per year, r is the required return on that investment given that it is a perpetuity, and N is the total number of prior years of investments made by the firm. As N approaches ∞, so too does the profit flow attributable to the firm’s sunk investments. This is obviously not possible. 3 DRAFT 9 return if it is in service, and an infinite economic life would imply infinite profits. 5) Fifth, given #3 above (if we know the number of layers, we know the future payoff period of today’s investments, and vice versa), by finding the number of layers of prior investments, N, that exhausts the firm’s per period residual profit, we have also found the economic life of today’s investments in the same intangible. We have found an “endogenous” economic life – that is, an N that is entirely determined by the firm’s profit flow and investment levels. 6) Sixth, recognize that this unique value for N is the only choice of economic life that neither implies more, nor less, residual profit than actually exists. Other definitions of economic life may arrive at the same N, but will not do so necessarily. It may be helpful to see this approach graphically before delving into the algebra. The figure below provides a simplified depiction of how this approach works. DRAFT 10 The figure shows a firm that lives for nine periods. The key variables for the firm are described in three separate panels, all with time on the horizontal axis and dollars on the vertical axis, and all drawn to scale. In the top panel, we show intangible asset investments of $3 per year – with each vertical segment or bar representing a single year, and each box within that vertical segment representing a dollar of intangible asset investment. Directly below that, in the middle panel, we show “gross residual profit,” which is residual profit earned before deduction of current period intangible asset investments. In other words, gross residual profit is the payoff to prior period sunk investments that are in service. The arrows pointing from the top panel to the middle panel indicate that each layer of investment corresponds to a layer of residual profit. This is important, because our approach solves for the economic life, N, of each layer of investment that will result in total gross returns to the N layers (in this case three) that exhausts the residual profit in the system. We see in the figure, therefore, that gross residual profit is fully absorbed by the returns in the middle panel. This middle panel relies on two simplifying assumptions, which we will relax when we develop this approach algebraically. First, the middle panel assumes that pricing power (residual profit) begins to materialize immediately upon sinking intangible asset investments – i.e., we assume no “gestation lag” for the investments. Second, it assumes that the required rate of return to intangible investments (i.e., the discount rate) is equal to zero. As a result, the gross returns to each layer of intangible asset investment “ramp up” smoothly to the level of $1, remain there for three years, and then ramp down smoothly. The shape of the resulting returns has an area exactly equal to the R&D investment, and at our assumed zero discount rate makes the intangible asset investments in the top panel equal to exactly NPV=0. Finally, in the bottom panel, we show “net” residual profit, which is equal to gross residual profit minus investments made in the period. Net residual profit is negative but rising in the early periods as the intangible asset investments begin to accrete, flat at zero in the middle periods as the rate at which the intangible asset investments accrete exactly offsets the rate at which they decay, DRAFT 11 and positive at the ending periods as investments end but the firm’s pricing power remains while the assets amortize away.4 The key lesson from the graph is this. The firm has gross residual profit in each period that results from its previously sunk intangible asset investments. If we believe – and this is a key assumption – that we can estimate the rate of return to the intangible asset investments, then there exists an N, which is both the number of layers of sunk investments yielding a return and the time horizon over which the intangible asset investment dollars yield that return, that fully exhausts gross residual profit. Our goal, then, is simply to find N. In the diagram, N = 3. Now let’s begin to generalize the approach shown in the diagram. First, define the following variables. N = I Π = = r R = = Economic life. The number of years over which an intangible asset investment yields a return, and the number of “in service” layers. Intangible asset investment (per year). The annual future profit flow required in order for I to be NPV=0. In other words, Π is the profit flow per year that, over N years, results in a present value of the return on one layer of investment to equal the upfront cost of that investment (I). The required rate of return on intangible asset investments. The residual profit in the system that is attributable to pricing power generated by the intangible asset investments. R is the “gross” residual profit, before deduction of intangible asset investment amortization. Note that R must be equal to N*Π. Now, the formula for the present value of a continuous even flow of Π (in other words we begin by assuming a zero growth rate), over N years, is: (1) π ππ = ∫0 Ππ −ππ ππ, where T represents time. This can be integrated and shown to be equal to: It bears noting that it is not necessary that the flat, or steady state, portion of the graph is zero. The graph is drawn this way in part because of our simplifying assumption of a zero discount rate. Of course, in “real life” the net residual profit will generally be positive. 4 DRAFT 12 (2) π −ππ ππ = Π ( −π 1 Π − −π) = π (1 − π −ππ ). Recognizing that, for each layer of investment, we need to find a present value (PV) of residual profit (Π) that is equal to I, we simply replace PV with I, resulting in: (3) Π πΌ = π (1 − π −ππ ), which is the formula equating the present value of profit flow, Π, with upfront investment, I. Solving for Π, we have: (4) ππΌ Π = (1−π −ππ ). The expression on the right hand side of the equality is the profit required in each of N future periods, as a function of the upfront investment level I, the required rate of return (discount rate) r, and the economic life of that investment, N. As of yet, we have not solved for N. However, we can express the number of layers, N, that exhausts the firm’s residual profit as R/Π. Substituting equation (4) into R/Π, we have: (4) π π=Π= π (1−π −ππ ) ππΌ . With some rearranging, this leaves us with the following expression: (6) (1−π −ππ ) π − ππΌ π = 0. This is the equation that allows us to solve for N. That is, equation (6) says that the economic life is that value for N that leaves the leftmost term, ππΌ (1−π −ππ ) π , equal to π . Unfortunately, the structure of equation (6) cannot easily be manipulated to arrive at a closed form expression for N as a function of r, I, and R. However, numeric (non-algebraic) solutions can be derived, and we can demonstrate that DRAFT 13 N is a unique number for every possible combination of r, I, and R. In other words, we have found a formula that allows us to use a simple computer solver (such as the one available in Microsoft Excel™) to find N, given the firm’s intangible asset investment level, residual profit level, and an estimate of the required rate of return to intangible asset investments.5, 6 Exhibit 2 displays the economic life, N, that results from equation (6). The columns of the exhibit represent different levels of net residual profit – that is residual profit, R, less investments incurred of I.7 Columns further to the right provide higher net residual profit than columns further to the left. As an example, the column that reads “100%” means that we have a firm with steady state gross residual profit that is equal to two times the firm’s steady state intangible asset investments (100% = R/I – 1). So, for example, this firm might have R&D as a percentage of sales equal to 5 percent, and residual profit after deduction of per period R&D equal to 5 percent of sales. Correspondingly, the rows of Exhibit 2 provide for different required rates of return to the intangible asset investment – that is, different rates at which the required flows of profit, Π, are discounted. The exhibit shows reasonable discount rates, or required rates of return, ranging from 16 percent to 35 percent. As I have discussed elsewhere, these rates are consistent with the economics and finance literature regarding the required rate of return to intangible asset investments.8 For a discussion of how to estimate the required rate of return to intangible asset investments, see Reichert and Gray, Estimating the Required Return to Intangible Property Investments. Working paper available upon request. 6 The application that we developed in Excel to solve for N is available upon request. 7 Note that net residual profit is residual profit as it is commonly defined in transfer pricing matters. 8 Ibid. See also, Reichert, Technology’s Share of Operating Profit: What are the Implications of the Empirical Economics Literature? 5 DRAFT 14 The economic lives shown in Exhibit 2 should be relatively familiar to readers that have some experience with intangible asset valuation. For example, at a required rate of return to investment of 25 percent, and gross residual profit equal to two times intangible asset investments, N is 6.4. What, exactly, is happening in Exhibit 2? What is the intuition behind our mathematical approach? First, it is important to recognize that this approach can be thought of as “endogenous,” in the sense that it is determined by the firm’s objective financial data, rather than by subjective judgments regarding the rate at which intangible assets obsolesce. Economic life, N, is entirely determined by just three variables: I, R, and r. Consistent with Exhibit 1, N is derived so that the number of layers, or prior years of sunk investment, exactly “soaks up” or exhausts the residual profit stream given that N is also the length of time over which each of those prior layers live (i.e., N is the length of each layer). Equation (6), which generates the values shown in Exhibit 2, is in essence picking layers of length N ππΌ and height equal to Π, or (1−π −ππ ), so that residual profit per period is entirely exhausted by N*Π – which is simply the number of layers times the required profit per layer. Exhibit 2 highlights several critically important relationships. First, economic life (and therefore the number of “in service” layers) is a function of profitability. As the firm’s level of residual profit increases, N also increases. Correspondingly, as the firm’s level of net residual profit falls, so too does economic life. That is, lower residual profit means that intangible asset investments are relatively more DRAFT 15 like period costs or factor inputs that yield a return equal to their cost in the same period in which the costs are borne. In fact, while it is not shown in Exhibit 2, equation (5) ensures that if the firm’s level of net residual profit is zero, then economic life is zero. That is, if the firm earns no net residual profit, then investments like R&D are simply period costs, rather than investments. This is entirely intuitive. Certainly, if the firm conducts R&D, but no net residual profit results from that R&D, then the “investment” that that R&D would seem to represent is not an investment at all. Rather, the R&D must be a period cost like any other – it exactly covers itself through revenue in the period incurred. Put differently, the R&D does not result in a competitive advantage, so it is like any other input. Correspondingly, if a given intangible asset investment, I, produces significant levels of gross and net residual profit, R, then one of two things (or both) is (are) happening. Either the firm’s intangible asset investments yield a higher average return, or more intangible asset investments have “accreted” to form the stock of intangibles, or both. What Exhibit 2 shows is that all else equal – that is, at a given required rate of return, r – as R increases the number of layers has to increase in order to soak up the entire flow of R. However, as r increases, N decreases, all else equal. This is for the obvious reason that increases in r increase the “height” of each layer, Π. This, in turn, means that there are fewer of layers required to exhaust residual profit – hence N falls. Exhibit 2 also implies that N is slightly more elastic (sensitive) with respect to increases in r than increases in net residual profit. Doubling r roughly halves N. However, doubling net residual profit increases N by slightly less than two times. Finally, it bears noting that the values chosen for the rows in Exhibit 2 (the values for r), and the values chosen for the columns (net residual profit) are consistent with the values that we tend to see in practice. That is the range of values for r is consistent with the economics literature on the return to intangible property investments. Correspondingly, the range of values for R/I – 1 are consistent with the levels of residual profit typically observed in companies with significant intangible asset investments. DRAFT 16 C. Incorporating Growth into the Analysis The model given above incorporates two simplifying assumption that can be relaxed in order to enhance its realism. The first of these is that the model assumes a steady state involving no growth. Relaxing this assumption is straightforward. First, the formula for the present value of a flow of Π growing at an annual growth rate of g, over N years, is: π π ππ = ∫0 Ππ ππ π −ππ ππ = ∫0 Ππ (π−π)π ππ. (7) As with equation (1), equation (7) can be integrated to form: π (π−π)π ππ = Π ( (8) (π−π) 1 Π − (π−π)) = −(π−π) (1 − π (π−π)π ). 9 Once again, we replace PV with I, and solve for Π: −(π−π)πΌ Π = (1−π (π−π)π ). (9) Given that N=R/Π, we divide equation (9) into R, and with some manipulation arrive at equation (10), which is analogous to equation (6). (10) (1−π (−π+π)π ) π − (π−π)πΌ π = 0. Equation (10) can be solved just like equation (6) in order to find N. In fact, what we find in equation (10) is that all we need to do to modify equation (6) in order to find economic life is lower the discount rate r by subtracting g from it.10 Exhibit 3, below, is identical to Exhibit 2, except that Exhibit 3 assumes that the firm is growing at 5 percent per year. 9 Note that the negative sign in front of the denominator in the term obviously converts to Π , and that (π−π) Π (π−π) Π (π−π) (1 − π (π−π)π ). Note then that the limit of Π −(π−π) Π (π−π) (1 − π (π−π)π ). This (1 − π (π−π)π ) as N−>∞ is is the familiar formula for the present value of a continuously growing stream of Π, discounted at rate r. 10 This results from the mathematics of continuous time discounting. DRAFT 17 As Exhibit 3 demonstrates, positive growth rates increase economic life, all else equal. This makes intuitive sense, given that positive growth rates for the firm mean steady state growth in R. In other words, the “height” of the layers of R that must be absorbed by the flows of Π that result from the firm’s intangible asset investments is greater, all else equal, the higher is the firm’s growth rate. This, in turn, implies that more “layers” of Π are required to exhaust R. Exhibit 4 is provided for the reader’s convenience. The exhibit shows the difference between the economic lives shown in Exhibits 3 and 2, or put differently the incremental addition to economic life, all else equal, from increasing the growth rate from zero to five percent. DRAFT 18 Exhibit 4 shows that, over the range of parameters assumed, economic life increases by an average of around 2 years. For example, at a discount rate, r, of 25 percent and gross residual profit equal to two times investment, N increases by 1.6 years. D. How Does a Gestation Lag Affect Life? A “gestation lag” is defined as the average amount of time between the moment at which intangible asset investments are made, and the moment at which these investments come “into service.” A company’s investment gestation lag is determined by technical and market considerations. In the case of R&D, for example, the time period between incurring R&D investments and the moment at which those investments are embedded into product features or production processes is determined by the specific characteristics of the R&D process, the production process, and other aspects of the firm’s operating cycle. It is worth exploring the way in which a gestation lag affects our analysis. Fortunately, this can be done very intuitively. In other words, we don’t need complex math to understand how a positive gestation lag affects our determination of N. Imagine that we have a gestation lag, L, of one year. This means that at the end of one year, the required total return to today’s investment, I is equal to Ier. In other words, the opportunity cost of today’s investment (i.e., its required rate of DRAFT 19 return) means that by the time that investment comes into service after a gestation lag of one year, the intangible asset profit flow of Π has to cover both the original investment of I and “interest” on that investment at a continuously compounded rate of r. Similarly, after the gestation lag of one year has elapsed, at a constant growth rate of g, the net residual profit margin RL/IL – 1 is equal to Reg/Ieg – 1 = R/I – 1.11 In other words, in a steady state, the residual profit margin is the same after one year as it is today. This means that the same margin must be exhausted not by the profit flow corresponding to I, but rather by a profit flow corresponding to Ier, which is greater than I. Since larger levels of I mean larger per period flow of intangible asset profit Π, fewer “layers” are required to exhaust the residual profit margin. In other words, economic life N falls as L increases. This is an important finding, and differs from common practice. Typically, practitioners view economic life and gestation lag as independent of one another. However, what my analysis shows is that these two variables must be related. Upon reflection, this result is intuitive. Because the residual profit stream is finite, increasing the gestation lag must decrease economic life. Imagine that at first the firm had a fixed residual profit margin and an economic life for its intangible asset investments of N. N fully exhausts the residual profit margin. Imagine then that we introduce a gestation lag, but keep all other attributes of the firm the same. The longer time period that the investments must now wait before realizing their return means that that return, which is Π, is now larger. This in turn means that the number of layers needed to exhaust residual profit must fall (recall that N = R/Π). The reader can verify for himself or herself, using either equation (6) or equation (10), that growing I and R by the same growth rate for a period of L, but increasing the value of the sunk I by a factor of er, results in decrease in the value of N. Exhibit 5 displays the values of N that result from assuming a growth rate of 5 percent and a gestation lag of one year. 11 The superscript L denotes the flows of R and I one year hence. DRAFT 20 Exhibit 6 demonstrates that, on the average, assuming a gestation lag of one year decreases economic life, N, by roughly 75 percent of a year relative to the lives shown in Exhibit 5. E. Reasonable Estimates of N We know that N depends upon the magnitude of the net residual profit margin as well as the realized rate of return to intangible asset investments. This means DRAFT 21 that our estimate of N resides within a natural range, depending upon the magnitudes of R, I, and r. It is therefore worth considering whether we can draw any conclusions regarding expected, or typical, estimates of N, given what we know about R, I, and r in the real world. The economics literatures on returns to R&D and marketing investments come to similar conclusions regarding the marginal productivity, or rate of return, to these intangible asset investments. For example, Hall (2009) provides a comprehensive survey of the results of over 50 empirical studies of the rate of return to R&D investments. She finds that the interquartile range of rates of return to R&D for the studies surveyed is 15 to 51 percent, the median estimate is 29 percent, and the average is 31 percent. The literature on the return to marketing investments finds similar rates of return. These rates are consistent with, though somewhat higher than, the values for r in Exhibits 2 through 6. If we simply take the median and average estimates from Hall as a reasonable estimate for the range of realized rates of return to intangible assets in general, we can demonstrate that for almost any configuration R and I, the economic life of the intangible assets must be well below 10 years. In fact, returning to Exhibits 2, 3, and 5, the empirical literature on rates of return to I suggests that we should generally find ourselves in the bottom portion of these tables, with average economic lives ranging from 5 to 7 years. IV. Using the Endogenous Life Approach to Value the Firm’s Intangible Asset Inventory We can assess the reasonableness of our endogenous life methodology by examining whether or not its valuation and licensing implications are reasonable. Specifically, we can ask: 1) whether or not the value of existing intangible assets that results from this approach is reasonable as a share of enterprise value, and 2) whether or not this approach has value implications that are consistent with what we know about licensing (including empirical analyses of licensing transactions). Of course, in order to answer these questions, we have to first use the endogenous life approach to value the firm’s intangible asset stock. The process for doing so is straightforward, as follows. DRAFT 22 1) Estimate N using the firm’s steady state financial forecasts for R and I, as well as an estimate of r.12 2) Given N, R, r, and g, value the firm’s intangible asset stock, VIA, using the formulae developed below. 3) Add the firm’s steady state financial forecast of routine profit, ΠP, to the forecast for net residual profit (R-I), to obtain total operating profit.13 4) Discount total operating profit to present value using the firm’s weighted average cost of capital as the discount rate. The result is enterprise value, EV. 5) Given the forecasts for net residual profit (R-I), routine profit (ΠP), and our estimate of r, solve for the discount rate on routine profits (πΜ ) that results in EV when the present value of net residual profit is added to the present value of routine profit.14 6) Apply Test #1. Divide VIA, obtained in Step 2, by enterprise value, obtained in Step 4. Examine VIA as a share of enterprise value and assess its reasonableness in light of commonly accepted rules of thumb. 7) Apply Test #2. Using N, R, ΠP, g, r, and πΜ , compute EV as per equation (15). Compare this result to EV as computed in Step 4. I first show how to derive the value of intangible assets, VIA, using this approach, and then turn to the question of whether or not VIA is reasonable. A. Valuing the Firm’s Inventory of Intangible Assets Under the approach outlined above, the formula for the value of the firm’s intangible assets for g=0 is: (11) π π π π π πΌπ΄ = ∫0 π π −ππ (1 − π) ππ = π ∫0 π −ππ (1 − π) ππ. Equation (11) simply says that the value of the firm’s intangible assets, VIA, is the present value of the firm’s gross residual profit, R, over the period from T=0 to There is a significant economics literature that estimates r for both R&D investments and marketing investments. As I detail in another white paper, this literature demonstrates that r is likely in the range of 20 to 40 percent. This means that, at the margin, the return to intangible asset investments is 20 to 40 percent. 13 Technically, one should focus on cash flows rather than accrual-based accounting measures of profit. 14 See Reichert and Gray, Estimating the Required Return to Intangible Property Investments. 12 DRAFT 23 T=N, given that the flow of R attributable to the in service intangible assets amortizes over N years.15 Integrating equation (11) is a tedious process, given in the mathematical appendix at the end of this paper. As demonstrated, after integration equation (11) results in the following fundamental valuation equation: (12) π π πΌπ΄ = ππ 2 (π −ππ + ππ − 1). As it turns out, equation (12) is a way to find the present value of any flow of income that begins at level R and erodes evenly to zero (assuming a growth rate of zero). While equation (12) may look odd, it is extremely useful. The value of any evenly eroding asset can be derived using equation (12) by simply plugging in parameters for the discount rate, r, the level of the profit flow being discounted (in this case, gross residual profit, R), and life, N. For example, if we assume an intangible asset that generates a gross residual profit flow of $100, an economic life of 2 years, and a discount rate that approaches zero, equation (12) produces a value of $100. This makes perfect sense – we have a profit flow that begins at a level of $100 at time T=0, erodes to $50 by T=1, and finally to zero by T=2. At a zero discount rate, the present value is simply the area of the triangle of profit from T=0 to T=2, which can be found 1 simply by using the formula for the area of a triangle, or (2) ∗ 2 ∗ $100 = $100. Similarly, if we assume the same $100 profit flow, a perpetual economic life, and a discount rate of 10 percent, equation (12) produces a value of $1000 – which is the value of a perpetuity ($1000 = $100 / 10%).16 In this case, equation (12) is discounting gross residual profit. As shown in Exhibit 7, which is an extension of the graph shown in Exhibit 1, assuming an intangible asset life of 3 years (N=3) and a discount rate of zero, equation 12 is finding the present value of the area shown in the blue profit triangle that begins at T=3 and ends at T=6. This is the profit area that includes the remaining required returns to all intangible asset investments costs, I, sunk during the period between T=0 and T=3. 15 π At T=N, the term(1 − ) = 0. π In fact, one can show the limit of equation (12) as N -> ∞ is R/r, which is the formula for a perpetuity. 16 DRAFT 24 Equations (11) and (12), as well as Exhibit 7, assume a zero growth rate. As shown in the mathematical appendix, the formula for the case with growth is: (13) π π πΌπ΄ = π(π−π)2 (π −(π−π)π + (π − π)π − 1). Note that equation (13) is structurally identical to equation (12), but that we have simply modified the “net discount rate” to account for growth. B. Are the Resulting Values Reasonable? As noted earlier, a critical question is whether or not the intangible asset value, VIA, is reasonable. As noted, we can assess the reasonableness of VIA by gauging whether VIA is generally a reasonable share of enterprise value. That is, it is commonly accepted that intangible assets constitute a share of enterprise value residing within a given range, and we can test our approach by asking whether it tends to also produce intangible asset values within that range. Exhibit 8 is constructed in a manner similar to Exhibits 2 through 6, with r shown in the rows and the net residual profit margin given in the columns. It bears noting that in order to construct Exhibit 8, one must assume a given ratio of net residual profit (R-I) to routine profit (ΠP). The exhibit given below assumes a ratio of 1:1 for these values. DRAFT 25 Exhibit 8 Intangible Asset Value (VIA) As A Percentage Of Enterprise Value (EV) Assuming That Net Residual Profit = ΠP Exhibit 8 is quite interesting. What it demonstrates is that, assuming that net residual profit and routine profit are of equal magnitudes, the identifiable intangible asset share of enterprise value is consistent with generally accepted shares of enterprise value, and with the licensor-licensee rule of thumb. The values shown range from 17.1 percent to 37.6 percent, and the average is almost exactly 25 percent. V. Valuing the Enterprise – Completing the Modigliani-Miller Model In 1961, Modigliani and Miller published an article in the Journal of Business entitled Dividend Policy, Growth, and the Value of Shares. In that article, they outlined three basic enterprise valuation techniques, and showed that all three approaches are analytically equivalent. Two of these are in common currency today: the present value of dividends approach, and the present value of free cash flow approach. The third, which they called the “investment opportunities approach,” is far less commonly employed. Importantly, the investment opportunities approach was only sketched out in their paper. The idea behind the investment opportunities approach is that the value of the firm is equal to its steady state “normal,” or “competitive,” level of profit, plus the value of economic profit over a “competitive advantage period.” The competitive advantage period is the time horizon over which the firm expects to DRAFT 26 retain its ability to price at a premium given the stock of intangible assets in place. In terms that “value investors” will understand, it is the time period over which the firm’s “competitive moat” will last. In terms used thus far in this paper, the competitive advantage period sounds very similar to our concept of intangible asset life, N. Importantly, in the Modigliani-Miller paper, the competitive advantage period is subjectively determined. In other words, Modigliani and Miller provide no guidance regarding how to pin down the competitive advantage period, and offer no examination of the relationship between the firm’s other financial variables and the competitive advantage period. Given this, and given that we can now use our endogenously determined estimate of N to value the firm’s intangible assets over their economic life, it is worth examining the relationship between enterprise value developed using commonly employed methods (i.e., discounted free cash flows) and the sum VIA + PV(ΠP), where PV(ΠP) is the present value of routine profits. If our math thus far has been correct, we expect that the enterprise value of the firm should equal VIA + PV(ΠP). In other words, the value of the firm should equal the value of its non-routine intangible assets plus the value of is expected routine profit flow. The fact that VIA + PV(ΠP) = EV is implicit, although at first hard to see, in Exhibits 1 and 7. Exhibit 1 shows that the net residual profit must begin at negative levels (economic losses are borne) while the firm’s intangible asset stock ramps up to its steady state level (periods 1 through 3 in the exhibit). Then, during the steady state period (4 through 6) the firm realizes zero net residual profit. Finally, in the last three periods (7 through 9), the firm realizes positive net residual profit. In present value terms, the payoff during the firm’s last three periods exactly compensates the losses borne during the first three. This means that at time zero the firm’s net residual profit is, in present value, equal to zero. However, at any time after period 3 the present value of the firm’s net residual profit is equal to the gross residual profit payoff in periods 7 through 9. Exhibit 7, in turn, demonstrates that this gross residual profit payoff in the last three periods is the value of the firm’s intangible asset stock at any time after period 3. Put differently, in a steady state the present value of net residual profit is equal to VIA. And, since enterprise value is simply the present value of routine profit plus the present value of net residual profit, then enterprise value must also equal the present value of routine profit plus VIA. In the case of a zero growth rate, if VIA + PV(ΠP) = EV, then we can express the value of the enterprise as: DRAFT 27 (14) π πΈπ = π πΌπ΄ + ππ(Ππ ) = ππ 2 (π −ππ + ππ − 1) + Ππ πΜ , where EV is enterprise value, πΜ is the discount rate applicable to routine profits, and all other variables are defined as before. Again, N is generated by using a solver program to find the unique value for N that makes equation (6) equal to zero. Similarly, in the case of a positive growth rate, the value of the firm is: (15) Ππ π πΈπ = π πΌπ΄ + ππ(Ππ ) = π(π−π)2 (π −(π−π)π + (π − π)π − 1) + (πΜ −π), where all variables are defined as before. As noted earlier, my approach differs from Modigliani-Miller in two important ways. First, formulas (14) and (15) rely on an endogenous definition of economic life, rather than a subjectively determined competitive advantage period. Second, my approach explicitly draws the analyst’s attention to the firm’s intangible asset investments, routine profits, and residual profit streams, whereas Modigliani-Miller focuses only on net residual profit (the difference between the firm’s realized return on invested capital and the firm’s WACC). Exhibit 9, below, simply shows that the value for EV obtained using equation (15) as a percentage of EV obtained by discounting the sum of net residual profit and routine profit using the firm’s weighted average cost of capital. As the exhibit demonstrates, the result under my approach is identical to the value obtained using a traditional discounted cash flow method. We have, in fact, found a new way to value the enterprise. DRAFT 28 Exhibit 9 Intangible Asset Value (VIA) Plus PV(ΠP) As A Percentage Of Enterprise Value (EV) VI. Allowing for Differences Between the Residual Profit Discount Rate and the Rate of Return to Intangible Asset Investments Thus far, I have assumed that the rate of return, r, to intangible asset investments, I, is the same rate at which one should discount the realized returns, or gross residual profit. However, it may be (although is not necessarily) the case that the realized returns to the firm’s intangible asset investments should be discounted at a rate that differs from the realized rate of return, r. The reason that this may be appropriate is simple. The discount rate at which any flow of profit should be discounted is a function of the systematic risk of that profit flow. And, since intangible asset investment decisions may not be made in a perfectly competitive environment (indeed, gaining breathing space from the competition is the reason for the intangible asset investments), there is no reason to expect that the systematic risk of (or required return to) the firm’s gross residual profit flow will be the same as the realized return. It may therefore be appropriate in some cases to use a combination of r and πΜ for discounting residual and routine profit flows that differs from the combination that is implied by the realized rate of return to intangible asset investments. Importantly, this should not be confused with changing the realized rate of DRAFT 29 return must be used to develop N. The realized rate of return should be in the range suggested by the economics literatures on returns, at the margin, to R&D and marketing investments. VII. Conclusions This paper has two primary findings. First, there exists a unique intangible asset life, N, that is endogenous to the firm’s steady state financial position. In other words, N can be found objectively from the firm’s investment-related variables, rather than using the subjective methods and definitions of intangible asset life that are commonly employed today. I noted at the beginning of Section III that there are four obvious criteria for any definition of intangible asset economic life. These are: 1) objectivity rather than subjectivity, 2) simplicity, 3) intuitiveness, and 4) consistency with basic finance concepts. The approach that we have developed for determining economic life, in my view, meets all four criteria. Clearly, the approach does not rely on subjective estimates of the amortization rate of intangible assets. Thus, criterion 1 seems easily satisfied. Further, as we have shown in the foregoing formulas, exhibits, and discussion, criteria 3 and 4 (intuitive and consistent with finance theory) are certainly satisfied. Finally, as for criterion 2 (simplicity), it must be admitted that this approach has more than a hint of complexity that at first glance other approaches to intangible asset life do not. However, recognizing that simplicity should be defined in such a way as to include the absence of logical inconsistencies that must be rationalized away, this approach certainly meets criterion 2. That is, as noted earlier, only the “endogenous” approach to N necessarily exhausts the firm’s residual profit flow. In other words, only the endogenous approach to N is necessarily logically consistent with the firm’s configuration of R, I, and r. The second main finding of this paper is that once N is obtained, a new method for valuing the firm becomes available. While I detail the advantages of this new approach in a separate paper, for our purposes here suffice to say that this approach to enterprise valuation has several distinct advantages. First, it provides an analytically complete way of expressing what Modigliani and Miller recognized forty years ago – that the firm’s value is equal to a steady state normal profit stream plus the value of excess profits earned over an expected competitive advantage period. I say “analytically complete” because my approach fully endogenizes, or “pins down” the competitive advantage period that Modigliani and Miller envisioned. Second, this approach to firm valuation DRAFT 30 allows the analyst tremendous flexibility in defining intangible asset investments versus routine assets and activities, and provides a valuation of the firm in terms of its routine and non-routine components. This is of great advantage in transfer pricing contexts, as well as allocations of the purchase price of an acquired firm. DRAFT 31 Mathematical Appendix Equation (11), now re-written as equation (A-1), is: π π π π (A-1) π πΌπ΄ = ∫0 π π −ππ (1 − π) ππ = π ∫0 π −ππ (1 − π) ππ. This can be decomposed into the sum of (or in this case difference between) two integrals, as follows. π π 1 (A-2) π πΌπ΄ = π (∫0 π −ππ ππ − π ∫0 ππ −ππ ππ). Several manipulations then lead us to our result in equation (12). These are as follows. (A-3) π πΌπ΄ = π ( π −ππ π 1 (ππ+1)π −ππ | +π( π −ππ (A-4) π πΌπ΄ = π (( −π 1 1 − −π) + π ( | )), 0 (ππ+1)π −ππ π2 π −ππ −1 π (ππ+1)π −ππ −π π ππ 2 (A-5) π πΌπ΄ = −π ( )+( ), π (π −ππ (ππ+1)−1) π ππ 2 )+( π (π −ππ (ππ+1)−1) ππ 2 π (π −ππ −1) )−( π 1 − π 2 )), π −ππ −1 (A-6) π πΌπ΄ = −π ( (A-7) π πΌπ΄ = ( π2 −π 0 π ), ), π (A-8) π πΌπ΄ = ππ 2 (π −ππ (ππ + 1) − 1 − ππ(π −ππ − 1)), (A-9) π πΌπ΄ = π ππ 2 (πππ −ππ + π −ππ − 1 − πππ −ππ + ππ), π (A-10) π πΌπ΄ = ππ 2 (π −ππ + ππ − 1), which is the result given in equation (12). In the case of growth, we begin with a very similar integral, and precisely the same manipulations apply. Specifically, we begin with: DRAFT 32 π π π π (A-11) π πΌπ΄ = ∫0 π π −(π−π)π (1 − π) ππ = π ∫0 π −(π−π)π (1 − π) ππ. Noting that the term (r-g) can simply be re-written as r’, we see immediately that all of the manipulations given in equations (A-2) through (A-10) apply to (A-11) as well, once we substitute r’ for (r-g). This means that our result in the growth case must be: π (A-12) π πΌπ΄ = π(π−π)2 (π −(π−π)π + (π − π)π − 1). DRAFT