FRS
10 in the UK allows acquired intangibles to be valued FAS.141
in the US requires a purchase price to be allocated to acquired
assets including intangibles and FAS 142 demands intangible
impairment reviews.
Goodwill
and other intangible assets are no longer subject to amortization,
they must be tested at least annually for impairment or on
an interim basis when there is reason to suspect that values
have diminished. Testing is done through the application
of commonly used valuation methodology. Non-goodwill
indefinite lived assets are to be tested first.
There
is a lot more emphasis on pre-acquisition analysis with valuers
asked to look at transactions prior to consummation of the
deal.
International
Accounting Standards will be commonplace soon and concerning
intellectual property they are mostly similar (e.g. legal
right but but not economic right) to the new US standards.
In
addition, the developing International Financial Reporting
Standards (IFRS) being promulgated by the IASB (International
Accounting Standards Board) may afford further, new opportunities.
For instance, the new requirements (IFRS 2) that companies
expense stock-based compensation - such as stock options -
will require the valuation of the stock/options. In
the U.S., this is also emerging as a requirement (SFAS 123,
Amended). Read also the note in Employment
above
We understand the
auditor perspective, for example PwC
in respect of our work for Prudential
over the years as that of the SEC in many other appraisals.
Auditors
are particularly interested in scruitinising purchase price
methodology. For example they look at what kind of internal
rate of return has been used to make forecasts of earnings
in relation to the purchase price.
We
advise clients to use as many valuation methods as allowed
to give them flexibility, typically market and comparability
study, discounted cashflow and market
capitalisation.
If only one method is chosen, there is a danger of having
an impairment charge, even though there has been no real change
to the underlying business.
The
Purchase Cost Allocation summary at our NewsDesk
contains more detail.
Broadly
the implementation process can be summarised by five phases;
identification and due-diligence, analysis of purchase price,
testing of purchase price, determination of the type of acquired
asset and determine their value.
The
fair values of working and identified tangible and intangible
assets are subtracted from the purchase price and the residual
represents acquired goodwill value.
If
fair values exceed the purchase price they are reduced on
a pro-rata basis to the purchase price. In that case,
no goodwill exists.
The
standards can be vague and confusing. We are continually
evaluating practices and promulgations. When we can
we will provide clarity to the area of business combinations
at our NewsDesk.
Greater
convergence then but internally generated intangibles are
yet again not treated with the respect they deserve. If
you are unhappy about this the Operating Financial Review
document, compulsory soon for all UK listed companies, will,
for all IPR, be the place be seen.
The smartest companies, including unquoted or quoted will as usual accompany the annual report with a supplement with intangibles information and valuation. In surveys it has been shown that those who report in this way are more likely to receive upbeat views from analysts.
Conceptually there is no difference to a creditor or shareholder whether IPR was purchased or developed in house. In either case they have value because they generate future cashflows. Why should accounting treatment differ.

|