A LITTLE BACKGROUND INTANGIBLE ASSETS Before “corporate scandal” was the number one focus, intangible asset valuation, and amortization periods were among the most scrutinized aspects of financial reportingAND STILL ARE VERY HIGH PRIORITIES Chapter 12 Intangible assets represent nearly 50% of the balance sheet these days. Prior to FAS 142, goodwill was amortized. Now it, and intangibles with “indefinite useful lives” are no longer amortized. Can you say “ticking time bomb”? Also, how about our old friend the matching principle- where did it go? NOT amortizing goodwill is one of the very first examples of “Convergence”. Bob Anderson, UCSB 2004 12-1 12-2 Bob Anderson, 2004 10:24 Intangibles Defined Valuation Purchased Intangibles - At cost, which includes ... Assets (not including financial assets) that lack physical substance. all expenditures necessary to make asset ready for its intended use. Internally-Created Intangibles - Generally expensed as incurred. Amortization - Limited useful life – AMORTIZE, over estimated life Test for impairment under same rules as fixed assets.. Bob Anderson, 2004 12-3 Remember? IF “event or change in circumstance” then do the undiscounted cash flow analysis. Indefinite useful life – No AMORTIZATION, BUT annual impairment testing required… no “if”- ALWAYS ONCE/ YEAR Bob Anderson, 2004 12-4 Amortization Types of Intangibles Limited-Life Intangibles -The useful life should reflect the periods over which these assets will contribute to cash flows (MATCHING) Indefinite-Life Intangibles— There is no foreseeable limit on the period of time over which the intangible asset is expected to provide cash flows. Test for impairment at least annually Trademark or Trade NameRegistration with the U.S. Patent and Trademark Office provides legal protection for an indefinite number of renewals of periods of 10 years each. Amortizable? NO- Indefinite life- test for impairment annually (more on impairment testing later) Direct costs capitalizable (i.e attorney fees) Customer Lists Capitalizable if you bought it, if internally generated, nope. FIRST compare estimated fair value of business to NBV, if FV>NBV, done, if not… Write Goodwill down until FV of the business= its NBV IMPAIRMENT TESTING DISCUSSED MORE LATER Bob Anderson, 2004 12-5 Bob Anderson, 2004 12-6 10:24 Types of Intangibles- Continued NOT AN INTANGIBLE Copyright Granted for the life of the creator plus 70 years. Franchise, License, and Permits Patent right to use, manufacture, and sell a product or process for a period of 20 years. Goodwill- we will discuss at length! Bob Anderson, 2004 Costs to internally develop an intangible Organizational costs (SOP 98-5) Unless ACQUIRED, these are NOT capitalized as intangibles (expense as incur) 12-7 Customer mailing lists; Brand name; Just about anything which is not tangible and not acquired Bob Anderson, 2004 12-8 Exercise 12-4 Exercise 12-4 1. Alatorre purchased a patent from Vania Co. for $1,000,000 on January 1, 2005. The patent is being amortized over its remaining legal life of 10 years, expiring on January 1, 2015. During 2007, Alatorre determined that the economic benefits of the patent would not last longer than 6 years from the date of acquisition. What amount should be reported in the balance sheet for the patent, net of accumulated amortization, at December 31, 2007? 1. Amortization for 2005 & 2006 -($1,000,000/10) x 2 years $200,000 2007 amortization -(1,000,000-200,000) / 4 years 200,000 Accumulated amortization $400,000 12-9 Bob Anderson, 2004 12-10 Bob Anderson, 2004 10:24 Exercise 12-4 Exercise 12-4 2.Altorre bought a franchise from Alexander Co. on January 1, 2006, for $400,000. Its carrying amount on Alexander’s books at January 1, 2006, was $500,000. The franchise had an estimated useful life of 30 years. Because Alatorre must enter a competitive bidding at the end of 2015, it is unlikely that the franchise will be retained beyond 2015. What amount should be amortized for the year ended December 31, 2007? Bob Anderson, 2004 12-11 2. $400,000 / 10 = $40,000 Bob Anderson, 2004 12-12 Exercise 12-4 Exercise 12-4 3. On January 1, 2007, Alatorre incurred organization costs of $275,000. What amount should be expensed in 2007? 3. These costs should be expensed as incurred. So ALL OF IT!!!! 12-13 Bob Anderson, 2004 12-14 Bob Anderson, 2004 10:24 Goodwill Example Goodwill can ONLY be purchased in connection with the purchase of a business. Goodwill is recorded as the excess of ... Global Corporation purchased the net assets of Local Company for $300,000 on December 31, 2000. The balance sheet of Local Company just prior to acquisition is show on the next slide. purchase price over the FMV of the identifiable net assets acquired. In other words, the portion of the purchase price which is not supported by what you bought.- you must have paid for somethingthat something is goodwill. Bob Anderson, 2004 12-15 Bob Anderson, 2004 12-16 Recording Goodwill ASSETS Cash Receivables Inventories PP&E Total assets Cost 15,000 10,000 50,000 80,000 155,000 FMV 15,000 10,000 70,000 130,000 225,000 Recording Goodwill Inc.(Dec.) 20,000 50,000 ASSET S Cash Receivables Inventories PP&E T otal assets Cost 15,000 10,000 50,000 80,000 155,000 FMV 15,000 10,000 70,000 130,000 225,000 Inc.(Dec.) 20,000 50,000 What are the Net Assets? EQUITIES Current liabilities 25,000 Capital stock 100,000 Retained earning 30,000 Total equities 155,000 25,000 - 25,000 Bob Anderson, UCSB 2004 12-17 EQUIT IES Current liabilities 25,000 Capital stock 100,000 Retained earning 30,000 T otal equities 155,000 25,000 - 25,000 Bob Anderson, UCSB 2004 12-18 10:24 Recording Goodwill Recording Goodwill ASSET S Cost 15,000 10,000 50,000 80,000 155,000 FMV 15,000 10,000 70,000 130,000 225,000 Inc.(Dec.) 20,000 50,000 130,000 EQUIT IES Current liabilities 25,000 Capital stock 100,000 Retained earning 30,000 T otal equities 155,000 200,000 Net Assets Cash Receivables Inventories PP&E T otal assets Bob Anderson, UCSB 2004 25,000 Is there any Goodwill? - 25,000 12-19 Bob Anderson, 2004 12-20 Recording Goodwill Recording Goodwill Is there any Goodwill? Is there any Goodwill? Book Value = $130,000 Book Value = $130,000 Revaluation $70,000 Fair Value = $200,000 Fair Value = $200,000 Purchase Price = $300,000 Purchase Price = $300,000 12-21 Bob Anderson, 2004 Bob Anderson, 2004 12-22 10:24 Recording Goodwill JOURNAL ENTRY: Cash 15,000 A/R 10,000 Inventory 70,000 PP&E 130,000 Current liab. 25,000 Cash 300,000 Goodwill 100,000 Is there any Goodwill? Book Value = $130,000 Revaluation $70,000 Fair Value = $200,000 Goodwill $100,000 Purchase Price = $300,000 Bob Anderson, 2004 12-23 Bob Anderson, 2004 12-24 JOURNAL ENTRY (if mailing list was valued at $25,000): WHAT IF? In prior example, what if the acquired company had developed a mailing list that we got. Because it was internally generated, the seller has no asset. Does this asset have a value even if not on seller’s books? OF COURSE If we acquire it, can we record that asset? YES Would this impact your goodwill? Goodwill recorded would be impacted by the amount of the capitalized intangible. 12-25 Bob Anderson, 2004 Cash 15,000 A/R 10,000 GOODWILL IS A PLUG: Inventory 70,000 THE MORE THE IDENTIFIABLE ASSETS, THE LESS THE GOODWILL PP&E 130,000 Intang. 25,000 Current liab. 25,000 Cash 300,000 Goodwill 75,000 Bob Anderson, 2004 12-26 10:24 IMPAIRMENT TESTING Negative Goodwill Indefinite Life Intangibles, EXCLUDING GOODWILL REMEMBER these do not get amortized When FMV of the acquired assets is higher than the purchase price. FASB requires that this remaining excess be recognized as an gain. NOTE: NOT AN EXTRAORDINARY GAIN= RECENT CHANGE IN GAAP. Annually estimate fair-market value and adjust if carrying value is greater than fair value Definite Life Intangibles These do get amortized, and therefore it is assumed that they ratably decline in value on the balance sheet, matching their Value, so… Only test for impairment if there has been an event or change in circumstance indicating that an impairment may have occurred Bob Anderson, 2004 12-27 Test One: Event or change in circumstance? If not, done; Test Two: Undiscounted cash flows. If pass, done; Impairment: Measured as the excess of carrying value over Fair Value. Bob Anderson, 2004 12-28 Definite-Life Intangible Impairment Trademark with 5 years remaining has been amortized to $200,000. There has been an advancement in a competitor's trademark which is deemed an "event or change in circumstance" which may impair our trademark. We have estimated the future cash flows as follows: Undiscounted cash flows Total 175,000 Year 1 100,000 Year 2 50,000 Year 3 10,000 Year 4 10,000 Year 5 5,000 Because the undiscounted cash flows of $175,000 is less than the NBV of $200,000, there has been an impairment. We have to estimate the fair value then of our intangible. Most likely we will just DISCOUNT the cash flows. Using a rate of 8%, they are: Discounted cash flows Total 160,198 Year 1 96,225 Year 2 44,549 Year 3 8,250 Year 4 7,639 Year 5 3,536 IMPAIRMENT TEST: GOODWILL It is a two-step process: Step 1: Estimate the fair value of the reporting unit in which the goodwill is recorded. Excess of the reporting units value over it’s NBV (including goodwill) indicates no impairment. If FV>NBV, done. BUT if not, then: Step 2: Estimate the “implied fair value of goodwill” by comparing the fair value of the reporting unit to the FAIR VALUE OF THE NET ASSETS (excluding goodwill)- INCLUDING ANY INT. Adjust goodwill to its implied fair value. Therefore our estimated impairment is: Estimated fair value Less NBV IMPAIRMENT IMPORTANT NOTE: Not in scope of class, but always fix any other impairments in a reporting unit before revaluing goodwill 160,198 200,000 39,802 ENTRY: Impairment (or amortization) expense Accum. Amortization 39,802 39,802 12-29 Bob Anderson, 2004 Bob Anderson, 2004 12-30 10:24 Goodwill Impairment Example NOT the same as the textbook example (similar): Indefinite life intangible test Reporting Unit Balance Sheet NBV Cash Receivables Inventory PP&E, Net Goodw ill Less: all liab. Net assets of reporting unit 200,000 300,000 700,000 800,000 900,000 (500,000) 2,400,000 Estimate fair value annually and adjust DOWNWARD ONLY if there is an impairment. F. Value 200,000 300,000 750,000 810,000 ??? (500,000) 1,560,000 Pretty simple: B/C we don’t have to estimate the fair value in this class!!! STEP 1: Compare to fair value of reporting unit. If fair value of the reporting unit is $2.8 million, step one passed and w e are done. BUT if the fair value of the reporting unit is $1.9 million, w e have a problem and have STEP 2: Compute "implied fair value of goodw ill" Reporting unit value Fair value of reporting unit net assets, excluding g. w ill Implied fair value of goodw ill 1,900,000 1,560,000 340,000 COMPUTE IMPAIRMENT: Goodw ill on books Implied fair value GOODWILL IMPAIRMENT ENTRY: Impairment expense Goodw ill Bob Anderson, 2004 900,000 (340,000) 560,000 560,000 560,000 12-31 Bob Anderson, 2004 12-32 COMBINED Cash Cash Receivables Indefinite life intangible Definite life intangible, net Inventory PP&E, Net Goodwill Less: all liab. Net assets of reporting unit (a) (b) (C ) 200,000 300,000 125,000 175,000 700,000 800,000 900,000 (500,000) 2,700,000 Deal with these first! Research and Development AFTER IMPAIRMENTS 200,000 300,000 115,000 175,000 700,000 800,000 900,000 (500,000) 2,690,000 Research Activities: (a) This is an indefinite life intangible. We perform annual fair value estimate and determine that it is overvalued by $10k (b) This is being amortized, we only test if it has "an indication of a change in circumstance". If there had been no change, then stop. But lets say there was, then we would do an undiscounted cash flow analysis. The undiscounted cash flows exceed the NBV, so we are done. BUT if not, then we would estimate fair value (probably by discounting the cash flows) and record the impairment. (C ) Fixed assets just like we treat definite lived intangibles. We will assume that no "events or change in circumstance" Examples: Laboratory research aimed at discovery of new knowledge; searching for applications of new research findings. STEP 1: Compare to fair value of reporting unit. If fair value of the reporting unit is $2.8 million, step one passed and we are done. BUT if the fair value of the reporting unit is $2.5 million, we have a problem and have to do step 2 STEP 2: Compute "implied fair value of goodwill" Net assets of reporting unit, excluding goodwill Fair value of reporting unit Implied fair value of goodwill 1,790,000 2,500,000 710,000 COMPUTE IMPAIRMENT: Goodwill on books Implied fair value GOODWILL IMPAIRMENT ENTRY: Impairment expense Goodwill Planned search or critical investigation aimed at discovery of new knowledge. 900,000 (710,000) 190,000 190,000 190,000 Bob Anderson, 2004 12-33 Bob Anderson, 2004 12-34 10:24 Research and Development Development Activities: Translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. Examples: Conceptual formulation and design of possible product or process alternatives; construction of prototypes and operation of pilot plants. R & D excludes expenditures for: Legal work, routine improvements, or periodic retooling. Research related to selling and administrative activities. Bob Anderson, 2004 12-35 Cost Associated with R & D ARE GENERALLY EXPENSED AS INCURRED 1Materials, equipment, and facilities 2- Personnel 3- Purchased R&D, unless has value to future R&D, then capitalize and expense with that future R&D 4- Contract services 5- Indirect costs Bob Anderson, 2004 12-36 Exercise Item Exercise Classification 1. Investment in a subsidiary company 2. Timberland 3. Cost of engineering activity required to advance the design of a product to the manufacturing stage. 4. Lease prepayment 5. Cost of equipment obtained under a capital lease. 6. Cost of searching for applications of new research findings. 7. Cost incurred in the formation of a corporation. Item 1. Long-term investments 2. PP & E 3. R & D expense 8. 9. 4. Prepaid rent 5. PP & E 10. 11. 12. 6. R & D expense 13. 7. Expense 14. 12-37 Bob Anderson, 2004 Classification Operating losses incurred in the start-up of a business. Training costs incurred in start-up of new operation. Purchase cost of a franchise. Goodwill generated internally. Cost of testing in search of product alternatives. Goodwill acquired in the purchase of a business. Cost of developing a patent. 8. Operating losses 9. Expense 10. Intangible 11. Not recorded/ expensed 12. R & D expense 13. Intangible 14. R & D expense 12-38 Bob Anderson, 2004 10:24 Exercise Item 15. Cost of purchasing a patent from an inventor. 16. Legal costs incurred in securing a patent. 17. Unrecovered costs of a successful legal suit to protect the patent. 18. Cost of conceptual formulation of possible product alternatives. 19. Cost of purchasing a copyright. 20. Research and development costs. 21. Cost of developing a trademark. 22. Cost of purchasing a trademark. Bob Anderson, 2004 Exercise Classification Josha Company incurred the following costs during 2001: 15. Intangible Quality control during commercial production, including $58,000 routine testing of products. 16. Intangible R&D $0 Laboratory research aimed at discovery of new knowledge 68,000 68,000 17. Intangible Engineering follow-through in an early phase of commercial production. 15,000 0 18. R & D expense Adaptation of an existing capability to a particular requirement or customer’s need as part of continuing 13,000 commercial production. Trouble-shooting in connection with breakdowns during 29,000 commercial production. 19,000 Searching for applications of new research findings. 19. 20. 21. 22. Intangible R & D expense Expensed Intangible Compute research and development costs for 2001. 12-39 Bob Anderson, 2004 0 0 19,000 $87,000 12-40 Exercise INTANGIBLE EXPENDITURE Purchased More Company incurred the following costs during 2001: $280,000 / 5 = Cost of equipment acquired that will have $56,000 alternative uses in future R&D projects over the $280,000 next 5 years. $56,000 59,000 59,000 Materials consumed in R&D projects R&D Consulting fees paid to outsiders for R&D projects 100,000 100,000 Personnel costs of persons involved in R&D projects 128,000 128,000 Indirect costs reasonably allocable to R&D projects 50,000 50,000 Materials purchased for future R&D projects 34,000 0 Compute research and development costs for 2001. $393,000 12-41 Bob Anderson, 2004 Is it g. will in connxn w/ purch of a business or Related to an existing product (not R&D) Or Purchase of a legitimate existing intangible? Yes Internally generated No Generally expense as incurred (unless purchased R&D for future periods-then capitalize and Expense as R&D when used) Generally capitalize as an intangible asset Indefinite Life -NO amortization -Annual Impairment testing (as per Chapter 12) Definite life -Amortize -Impairment testing only when “event or change in circumstance” (as per Chapter 11) 12-42 Bob Anderson, 2004 10:24 Other concepts Chapter 12 Advertising: Generally expense as incurred unless you can establish that the benefit has not yet occurred (generating a prepaid expense) Bob Anderson, 2004 12-43 Done!! Bob Anderson, UCSB 2004 12-44