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They May Exist, But You
          Can’t Touch
A Review of How the Post-Sarbanes Environment has
    Impacted the Importance, Presentation, and
           Valuation of Intangible Assets


                Jerrad Howard


 This Creation is © Jerrad T. Howard. All
            Rights Reserved.
Interactive Exercise

Which would you prefer to purchase given price and
     features (ie. size, color) are equal? Why?




   Apple iPod                Microsoft Zune
Abstract

Why Should We Value Intangibles?

What are the current valuation techniques?

How are current entities representing
 Intangibles to investors?

How Do International Standards Differ?
How Important Are Intangibles?

• Lev, 2001: Intangibles have changed the nature
  of the Corporation Itself

• IM&A, 2005: 60 to 80 % of Company Assets are
  Intangibles.

• Federal Reserve: US Corporations spend $1
  Trillion Annually on Intangible Investments, equal
  to Tangible Investments
An Example Of Unaccounted Value

 • Coca-Cola President once claimed that if
   all physical assets were destroyed, the
   Company could survive… if Intangibles
   were not impaired

 • Senkus, 2005: Coca-Cola’s 2003
   Financial Statements are misleading:
       • Listed Assets of $25.3B
       • Stock Valued Company at $112B
Examples of Intangible Assets And
   Their Impact on Business

  Goodwill and Brand Reputation

  Patents

  Trademarks, Trade names, and Slogans

  Trade Secrets

  Other Internally Generated Items
       IE. Customer Lists & Licensing
        Agreements
Examples of Valuable
             Intangibles
 American Airlines SABRE Reservation System
     1996: Worth $3.3B to a $6.5B Firm
     1960: Developed with RnD of $40M


 International Pulp & Paper Company
     Re-emergence from Bankruptcy


 CISCO Market Performance vs. GM
     GM, 2000: $88.19B
      CISCO, 2000 : $555.44B
Cydney Tune’s Arguments for
   Recognition of Intangible Assets

• Tune (IM&A, 2005): SOX should require valuation
  of Intangibles
      • Disclosures have increased, but no values
      • MGT is resistant to disclose any information
      • Should at least require
         –   IP Risks
         –   Prosecution
         –   License Agreement Expiration
         –   Expiration of Protection
         –   Material Handling
         –   Current Strategy
Hoffman’s (2005) Arguments for
   Recognition of Intangible Assets

• Previous lack of recognition due to inability to
  value

• Lack of Intangible Recognition causes:
      • Increased Cost of Capital
      • Misleading Results and Conclusions
      • Lost Economical Growth
Lev Arguments for Recognition (cont.)

 • Lev, 2001: Intangibles are the main driver of
   corporate success.
       • Omission has reduced effectiveness of Financial
         Statements.
       • Redaction of these “Investments” misleads
         Investors regarding future cash flows.


 • Deng, Lev, Narin, 1999: Patent Citations
   influence on future earnings
       • Patent Attributes have high correlation with
          – Market to Book Ratios
          – Future Estimated Stock Performance
Disclosure vs. Recognition

• Difference Between Recognition and Disclosure

• Why would simply disclosure not be adequate?
      • IM&A, 2005: Companies are not maintaining
        value schedules.
         – Tune: Refuse to disclose because could negatively
           impact investor decisions
         – Disclosures may release confidential information, but
           Recognition of Dollar Values wouldn’t


      • Information regarding intangibles is hard to
        comprehend.
Disclosure vs. Recognition (cont.)

• Grooves, 1994: Disclosures are of little-to-no
  meaning to investors.
      • Financial Statements are Cumbersome


• Investors place more emphasis on recognized
  items.

• Lev, 2004: Investors are failing to comprehend
  Intangibles’ information under current practices
      • Over-valuing: Dot-Com Entities
      • Under-Valuing: Research-Intensive Entities
Basu’s Arguments Against Recognition
   of Intangible Assets (Basu, 2008)
1. Current day importance of Intangibles is nothing unique.
     • Today’s fierce competition and business
         environment is unique

2. All tangible and profit-generating ideas were once
   intangible in nature.
      • Marketing and Manufacturing Processes do not take
          physical embodiments

3. Assets only have worth in that they generate wealth
     • Reilly & Schweihs, 1998: Intangibles generate
         wealth by use of; forbearance of use; and ownership
Basu’s Arguments Against Recognition
      of Intangible Assets (cont.)

4. Intangibles provide highly uncertain, volatile, and
   ambiguous future benefits.
     •   Hypocritical given current macro-environment and
         FASB treatment of Securities
     •   Lev’s research also indicates R&D risks are
         exaggerated


5. Intangibles are prone to obsolescence or legal
   challenge, and are unable to be separated from
   tangible assets.
     •   Why does this matter? Further developments on
         Capital Assets are allowed to be Capitalized.
Basu’s Arguments Against Recognition
     of Intangible Assets (cont.)

6. Intangibles have a cumulative effect, continually
   building upon themselves.
     •   Similar to Point 5: Why can we not capitalize
         future developments?


7. Income earning potential matters rather than
   their valuation on the balance sheet.
     •   Then why value anything using FASB standards?
Why Current Standards Aren’t Cutting It

 • Current Standards Ignore Intangible Impact on
   Business

 • FASB S2 Requires R&D Expenditures to be
   Expensed immediately during period incurred
       • Shelf-Loading of Expenses is misrepresenting
         Earned Revenue
       • Treating as Investments with no future benefits
       • Aggregated Allowed, No Meaningful Segregation
         on individual expenditures
       • Lev & Sougiannis, 1996: Individuals try to dissect
         R&D Expenditures to find future value but FAIL
Why Current Standards Aren’t Cutting It
               (cont.)
 • FASB S142: Recognition, Impairment Testing,
   and Useful-Life of Acquired Intangibles
       • Segregation into Definite- & Indefinite-Life Assets
       • Indefinite-Lived and Goodwill Impairment Test
         Annually
       • “Intangible assets are an increasingly important
         economic resource for many entities”
       • Still fails to recognize Internally Generated
         Intangibles


 • Kabir, 2008: Lack of Standards have hampered
   development of Intangible Marketplace
Valuation Techniques

• Irrespective of claims, Intangibles have adequate
  valuation techniques



• Most often employed are:
   – Cost Method
   – Market Method
   – Income Method
Cost Method
 Intangible Asset is Valued at the Cost to
  Replace.
     Replacement Cost = Reproduction Cost – Incurable
      Functional & Technological Obsolescence



 Evaluate Impairment to Ascertain FMV
     Fair Market Value = Replacement Cost – External
      Obsolescence – Curable Functional and Technological
      Obsolescence (Pratt & Niculita, 2007).



Cost Method (cont.)

 In order to use, may have to expend resources
    Cost < Future Economic Benefit = Curable
    Cost > Future Economic Benefit = Incurable
 Replacement Cost = Amount to purchase Similar
  Asset
 Reproduction Cost = Amount to imitate Asset
 4 Components of Reproduction and Replacement
    Direct costs
    Indirect costs
    Developer’s profit
    Entrepreneurial incentive
Income Approach

 Value established by the Present Value of Future
  Income from three roles

 Lacks Structure as to what “Future Income” is
      Net Income Before Taxes
      Net Income After Taxes
      Operating Cash Flows
      Net Operating Income


 May Capitalize One Year of Income, Many Years
  of Income, of an Average of Annual Income
  Expected
Income Approach (cont.)

• Investor should review:
   –   Opportunity Cost Associated
   –   Time Value of Money
   –   Term of Investment
   –   Risk Associated


• Must Ensure not “double booking” between
  various intangibles

• Prone to Use with Customer Lists, Favorable
  Supply Contracts, and Proprietary Technologies
Income Approach (cont.)

• Approach is Cumbersome and Questionable
   – Projecting Cash Flows is inherently risky
   – Intangible coupling makes it much more difficult



• GAAP is not accustomed with utilizing Future
  Economic Value
      • Manufacturing Plant represented at net Historical
        Value, not future cash flows from production
Market Approach

• Value is derived from similar transactions
  regarding intangible assets.
      • Must compare viability of asset and industry
      • Pre-Disposed to use with Licenses, Permits, and
        Technology such as Airline Reservation Systems


• Best and Most Simplistic Model

• Difficult to obtain information because Intangible
  Asset transactions are rare and normally not
  public knowledge.
Senkus’ (2005) Suggested Models

I.    Accounting Approach : Amount Paid Less
      Cost of Developing Asset

II. R&D Investments

III. Wages Paid to “Creative” Employees

IV. Operational Profit Margin: Sales Less COGS
Senkus’ Suggested Models (cont.)


V. Non-Fiscal Approach: Value is assigned
   based on future potential wealth
     •   Similar to Income Approach


VI. Residual Value Method: Market Value of Entity
    less Value of Net Assets.
Review of Financial Statements

Focused on 4 Companies 2002 and 2008 Financials
• 2003 10K Report Highlights
      • Risks Associated with IP Rights
      • Brand Awareness of 80-92% of Population
      • Reach 2.7 B People Monthly
      • IP Rights  Patents and TMs Held
      • Product Formula not Patented to Protect Trade
        Secret  Only known by a few internal
        employees
      • Employees Associated with R&D  5
      • GW Impairment Changes  Saved $$$
      • Intangibles broken out
• 2008 10K Report Highlights and Changes
     • Increased Number of Patents and TMs
     • Lists R&D Expense for 3 Previous Periods
     • Increased Disclosures RE Risks Associated
     • Complete Break Out of Intangibles, Useful Life,
       Amortization Schedule for future 5 Years
     • Disclosure of Method for Valuation 
         – Income Approach with Appropriate Risk Discount
           Rate
         – Market Approach
     • Show Payments for Intangibles in Cash Flows
• 2002 10K Report Highlights
   – Licensing Agreements: % of
     Revenue

   – Amortization Schedules for GW and
     Intangibles

   – No Specific Record of Depreciation
     or Amortization of Intangibles

   – No Information Regarding R&D
• 2008 10K Report Highlights
   – Break out Revenue from Licensing
     Agreements Individually

   – Include Sum of R&D Expenses

   – “Inherent Risk Abroad Based on
     Ability to Enforce IP Rights”

   – Note #9: Breakout of Indefinite- and
     Definite-Lived Intangibles and
     Amortization Schedule for Future 5
     Years
• 2002 10K Financial Statements

  – FASB S142 in effect, but will not follow until 2003
  – Instead, Goodwill and Intangibles Amortized over
    Straight-Line Useful Life
  – Values of Goodwill and Intangibles deduced from
    Undiscounted Cash Flows and Future Projects
  – Capitalize Internally Developed Software and
    Amortize over 3 Years
  – 2003 will result in Goodwill Recapture of $250M
• 2008 10K Financial Statements

  – Following FASB S142, Previously used SL
    Amortization
  – Evaluate Value of Intangibles by Acquisition Price,
    taking into account Business Use
      • Based on FMV of Discount Cash Flows & Market
        Approach
  – Future Operations Risk Based on Intangibles
  – No Breakout of R&D Expense or Amortization STILL
• 2002 Pepsi 10K Statements

  – Definition of Intangible Lifespan
    basis
     • Significant Market Share
     • Stable Macro Environment
     • History of Strong Cash Flow

  – Value using Undiscounted Cash
    Flow Method

  – Demonstrated Retroactive
    Influence of S142
• 2008 Pepsi 10K Statements

  – Break Out R&D Expenditures

  – Capitalizing Software Development

  – Provide 5 Year Amortization
    Schedule

  – Fair Value Analysis Based on:
     • Market Participants
     • Consumer Awareness
     • Brand History
     • Future Expansion
     • Discounted Future Cash Flows
International Accounting Standards

• IAS 38: Intangible Assets
      • Recognize Asset when purchased or self-created
         – Probable that future economic benefits will occur
         – Cost can be measured reliably


      • If Fail To Meet These Requirements, Expense

      • R&D
         – Research is Expensed Immediately unless acquired
         – Acquired Research is Capitalized
         – Design Expenses may be Capitalized


      • May Not Recognize Brands, Customer Lists
Conclusion

• While Principles Reflect Conservatism, Standards
  are Out-dated

• Adequate Valuation Techniques Do Exist

• While Financial Statements are becoming more
  transparent, It is still not enough.

• IAS 38 has established adequate principles far
  beyond US GAAP

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They May Exist, but You Can\'t Touch

  • 1. They May Exist, But You Can’t Touch A Review of How the Post-Sarbanes Environment has Impacted the Importance, Presentation, and Valuation of Intangible Assets Jerrad Howard This Creation is © Jerrad T. Howard. All Rights Reserved.
  • 2. Interactive Exercise Which would you prefer to purchase given price and features (ie. size, color) are equal? Why? Apple iPod Microsoft Zune
  • 3. Abstract Why Should We Value Intangibles? What are the current valuation techniques? How are current entities representing Intangibles to investors? How Do International Standards Differ?
  • 4. How Important Are Intangibles? • Lev, 2001: Intangibles have changed the nature of the Corporation Itself • IM&A, 2005: 60 to 80 % of Company Assets are Intangibles. • Federal Reserve: US Corporations spend $1 Trillion Annually on Intangible Investments, equal to Tangible Investments
  • 5. An Example Of Unaccounted Value • Coca-Cola President once claimed that if all physical assets were destroyed, the Company could survive… if Intangibles were not impaired • Senkus, 2005: Coca-Cola’s 2003 Financial Statements are misleading: • Listed Assets of $25.3B • Stock Valued Company at $112B
  • 6. Examples of Intangible Assets And Their Impact on Business  Goodwill and Brand Reputation  Patents  Trademarks, Trade names, and Slogans  Trade Secrets  Other Internally Generated Items IE. Customer Lists & Licensing Agreements
  • 7. Examples of Valuable Intangibles  American Airlines SABRE Reservation System 1996: Worth $3.3B to a $6.5B Firm 1960: Developed with RnD of $40M  International Pulp & Paper Company Re-emergence from Bankruptcy  CISCO Market Performance vs. GM GM, 2000: $88.19B  CISCO, 2000 : $555.44B
  • 8. Cydney Tune’s Arguments for Recognition of Intangible Assets • Tune (IM&A, 2005): SOX should require valuation of Intangibles • Disclosures have increased, but no values • MGT is resistant to disclose any information • Should at least require – IP Risks – Prosecution – License Agreement Expiration – Expiration of Protection – Material Handling – Current Strategy
  • 9. Hoffman’s (2005) Arguments for Recognition of Intangible Assets • Previous lack of recognition due to inability to value • Lack of Intangible Recognition causes: • Increased Cost of Capital • Misleading Results and Conclusions • Lost Economical Growth
  • 10. Lev Arguments for Recognition (cont.) • Lev, 2001: Intangibles are the main driver of corporate success. • Omission has reduced effectiveness of Financial Statements. • Redaction of these “Investments” misleads Investors regarding future cash flows. • Deng, Lev, Narin, 1999: Patent Citations influence on future earnings • Patent Attributes have high correlation with – Market to Book Ratios – Future Estimated Stock Performance
  • 11. Disclosure vs. Recognition • Difference Between Recognition and Disclosure • Why would simply disclosure not be adequate? • IM&A, 2005: Companies are not maintaining value schedules. – Tune: Refuse to disclose because could negatively impact investor decisions – Disclosures may release confidential information, but Recognition of Dollar Values wouldn’t • Information regarding intangibles is hard to comprehend.
  • 12. Disclosure vs. Recognition (cont.) • Grooves, 1994: Disclosures are of little-to-no meaning to investors. • Financial Statements are Cumbersome • Investors place more emphasis on recognized items. • Lev, 2004: Investors are failing to comprehend Intangibles’ information under current practices • Over-valuing: Dot-Com Entities • Under-Valuing: Research-Intensive Entities
  • 13. Basu’s Arguments Against Recognition of Intangible Assets (Basu, 2008) 1. Current day importance of Intangibles is nothing unique. • Today’s fierce competition and business environment is unique 2. All tangible and profit-generating ideas were once intangible in nature. • Marketing and Manufacturing Processes do not take physical embodiments 3. Assets only have worth in that they generate wealth • Reilly & Schweihs, 1998: Intangibles generate wealth by use of; forbearance of use; and ownership
  • 14. Basu’s Arguments Against Recognition of Intangible Assets (cont.) 4. Intangibles provide highly uncertain, volatile, and ambiguous future benefits. • Hypocritical given current macro-environment and FASB treatment of Securities • Lev’s research also indicates R&D risks are exaggerated 5. Intangibles are prone to obsolescence or legal challenge, and are unable to be separated from tangible assets. • Why does this matter? Further developments on Capital Assets are allowed to be Capitalized.
  • 15. Basu’s Arguments Against Recognition of Intangible Assets (cont.) 6. Intangibles have a cumulative effect, continually building upon themselves. • Similar to Point 5: Why can we not capitalize future developments? 7. Income earning potential matters rather than their valuation on the balance sheet. • Then why value anything using FASB standards?
  • 16. Why Current Standards Aren’t Cutting It • Current Standards Ignore Intangible Impact on Business • FASB S2 Requires R&D Expenditures to be Expensed immediately during period incurred • Shelf-Loading of Expenses is misrepresenting Earned Revenue • Treating as Investments with no future benefits • Aggregated Allowed, No Meaningful Segregation on individual expenditures • Lev & Sougiannis, 1996: Individuals try to dissect R&D Expenditures to find future value but FAIL
  • 17. Why Current Standards Aren’t Cutting It (cont.) • FASB S142: Recognition, Impairment Testing, and Useful-Life of Acquired Intangibles • Segregation into Definite- & Indefinite-Life Assets • Indefinite-Lived and Goodwill Impairment Test Annually • “Intangible assets are an increasingly important economic resource for many entities” • Still fails to recognize Internally Generated Intangibles • Kabir, 2008: Lack of Standards have hampered development of Intangible Marketplace
  • 18. Valuation Techniques • Irrespective of claims, Intangibles have adequate valuation techniques • Most often employed are: – Cost Method – Market Method – Income Method
  • 19. Cost Method  Intangible Asset is Valued at the Cost to Replace.  Replacement Cost = Reproduction Cost – Incurable Functional & Technological Obsolescence  Evaluate Impairment to Ascertain FMV  Fair Market Value = Replacement Cost – External Obsolescence – Curable Functional and Technological Obsolescence (Pratt & Niculita, 2007). 
  • 20. Cost Method (cont.)  In order to use, may have to expend resources  Cost < Future Economic Benefit = Curable  Cost > Future Economic Benefit = Incurable  Replacement Cost = Amount to purchase Similar Asset  Reproduction Cost = Amount to imitate Asset  4 Components of Reproduction and Replacement  Direct costs  Indirect costs  Developer’s profit  Entrepreneurial incentive
  • 21. Income Approach  Value established by the Present Value of Future Income from three roles  Lacks Structure as to what “Future Income” is  Net Income Before Taxes  Net Income After Taxes  Operating Cash Flows  Net Operating Income  May Capitalize One Year of Income, Many Years of Income, of an Average of Annual Income Expected
  • 22. Income Approach (cont.) • Investor should review: – Opportunity Cost Associated – Time Value of Money – Term of Investment – Risk Associated • Must Ensure not “double booking” between various intangibles • Prone to Use with Customer Lists, Favorable Supply Contracts, and Proprietary Technologies
  • 23. Income Approach (cont.) • Approach is Cumbersome and Questionable – Projecting Cash Flows is inherently risky – Intangible coupling makes it much more difficult • GAAP is not accustomed with utilizing Future Economic Value • Manufacturing Plant represented at net Historical Value, not future cash flows from production
  • 24. Market Approach • Value is derived from similar transactions regarding intangible assets. • Must compare viability of asset and industry • Pre-Disposed to use with Licenses, Permits, and Technology such as Airline Reservation Systems • Best and Most Simplistic Model • Difficult to obtain information because Intangible Asset transactions are rare and normally not public knowledge.
  • 25. Senkus’ (2005) Suggested Models I. Accounting Approach : Amount Paid Less Cost of Developing Asset II. R&D Investments III. Wages Paid to “Creative” Employees IV. Operational Profit Margin: Sales Less COGS
  • 26. Senkus’ Suggested Models (cont.) V. Non-Fiscal Approach: Value is assigned based on future potential wealth • Similar to Income Approach VI. Residual Value Method: Market Value of Entity less Value of Net Assets.
  • 27. Review of Financial Statements Focused on 4 Companies 2002 and 2008 Financials
  • 28. • 2003 10K Report Highlights • Risks Associated with IP Rights • Brand Awareness of 80-92% of Population • Reach 2.7 B People Monthly • IP Rights  Patents and TMs Held • Product Formula not Patented to Protect Trade Secret  Only known by a few internal employees • Employees Associated with R&D  5 • GW Impairment Changes  Saved $$$ • Intangibles broken out
  • 29. • 2008 10K Report Highlights and Changes • Increased Number of Patents and TMs • Lists R&D Expense for 3 Previous Periods • Increased Disclosures RE Risks Associated • Complete Break Out of Intangibles, Useful Life, Amortization Schedule for future 5 Years • Disclosure of Method for Valuation  – Income Approach with Appropriate Risk Discount Rate – Market Approach • Show Payments for Intangibles in Cash Flows
  • 30. • 2002 10K Report Highlights – Licensing Agreements: % of Revenue – Amortization Schedules for GW and Intangibles – No Specific Record of Depreciation or Amortization of Intangibles – No Information Regarding R&D
  • 31. • 2008 10K Report Highlights – Break out Revenue from Licensing Agreements Individually – Include Sum of R&D Expenses – “Inherent Risk Abroad Based on Ability to Enforce IP Rights” – Note #9: Breakout of Indefinite- and Definite-Lived Intangibles and Amortization Schedule for Future 5 Years
  • 32. • 2002 10K Financial Statements – FASB S142 in effect, but will not follow until 2003 – Instead, Goodwill and Intangibles Amortized over Straight-Line Useful Life – Values of Goodwill and Intangibles deduced from Undiscounted Cash Flows and Future Projects – Capitalize Internally Developed Software and Amortize over 3 Years – 2003 will result in Goodwill Recapture of $250M
  • 33. • 2008 10K Financial Statements – Following FASB S142, Previously used SL Amortization – Evaluate Value of Intangibles by Acquisition Price, taking into account Business Use • Based on FMV of Discount Cash Flows & Market Approach – Future Operations Risk Based on Intangibles – No Breakout of R&D Expense or Amortization STILL
  • 34. • 2002 Pepsi 10K Statements – Definition of Intangible Lifespan basis • Significant Market Share • Stable Macro Environment • History of Strong Cash Flow – Value using Undiscounted Cash Flow Method – Demonstrated Retroactive Influence of S142
  • 35. • 2008 Pepsi 10K Statements – Break Out R&D Expenditures – Capitalizing Software Development – Provide 5 Year Amortization Schedule – Fair Value Analysis Based on: • Market Participants • Consumer Awareness • Brand History • Future Expansion • Discounted Future Cash Flows
  • 36. International Accounting Standards • IAS 38: Intangible Assets • Recognize Asset when purchased or self-created – Probable that future economic benefits will occur – Cost can be measured reliably • If Fail To Meet These Requirements, Expense • R&D – Research is Expensed Immediately unless acquired – Acquired Research is Capitalized – Design Expenses may be Capitalized • May Not Recognize Brands, Customer Lists
  • 37. Conclusion • While Principles Reflect Conservatism, Standards are Out-dated • Adequate Valuation Techniques Do Exist • While Financial Statements are becoming more transparent, It is still not enough. • IAS 38 has established adequate principles far beyond US GAAP