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Accounting for Goodwill
Routledge Studies in Accounting

1. A Journey into Accounting

Thought
Louis Goldberg
Edited by Stewart Leech

2. Accounting, Accountants and

Accountability
Postructuralist Positions
Norman Belding Macintosh

3. Accounting and Emancipation

Some Critical Interventions
Sonja Gallhofer and Jim Haslam

4. Intellectual Capital Accounting

Practices in a Developing Country
Indra Abeysekera

5. Accounting in Politics
Devolution and Democratic
Accountability
Edited by Mahmoud Ezzamel,
Noel Hyndman, Åge Johnsen and
Irvine Lapsley

6. Accounting for Goodwill

Andrea Beretta Zanoni
Accounting for Goodwill

Andrea Beretta Zanoni

New York London

First published 2009
by Routledge
270 Madison Ave, New York, NY 10016

Simultaneously published in the UK

by Routledge
2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN

Routledge is an imprint of the Taylor & Francis Group, an informa business

This edition published in the Taylor & Francis e-Library, 2009.

To purchase your own copy of this or any of Taylor & Francis or Routledge’s
collection of thousands of eBooks please go to www.eBookstore.tandf.co.uk.

© 2009 Taylor & Francis

All rights reserved. No part of this book may be reprinted or reproduced or utilised
in any form or by any electronic, mechanical, or other means, now known or hereaf-
ter invented, including photocopying and recording, or in any information storage or
retrieval system, without permission in writing from the publishers.

Trademark Notice: Product or corporate names may be trademarks or registered trade-

marks, and are used only for identification and explanation without intent to infringe.

Library of Congress Cataloging in Publication Data

Zanoni, Andrea Beretta.
Accounting for goodwill / Andrea Beretta Zanoni.
p. cm. — (Routledge studies in accounting ; 6)
Includes bibliographical references and index.
ISBN 978-0-415-45149-9 (hardback : alk. paper) 1. Goodwill (Commerce) 2. Social
responsibility of business. I. Title.
HF5681.G6Z36 2009
657'.7—dc22
2008043620

ISBN 0-203-87380-7 Master e-book ISBN

ISBN10: 0-415-45149-3 (hbk)

ISBN10: 0-203-87380-7 (ebk)

ISBN13: 978-0-415-45149-9 (hbk)

ISBN13: 978-0-203-87380-9 (ebk)
Contents

List of Figures vii

List of Tables ix
Introduction xi

1 Goodwill: Meaning and Relevance 1

2 The Valuation of the Internally Generated Goodwill and

Its Breakdown 22

3 Business Goodwill and Corporate Goodwill 58

4 Goodwill and Competitive Heterogeneity: System Goodwill,

Positional Goodwill and Firm Capabilities 81

5 Valuation of Unrecorded Intangible Assets and

Reduced Goodwill 112

6 Integration of the Different Breakdown Approaches 147

Appendix 157
Notes 179
Bibliography 185
Index 191
Figures

1.1 Economic value of equity, average normal earnings and

abnormal earnings. 4

1.2 Goodwill and ROE/ke ratio. 6

1.3 Book value, current earnings conditions and growth

earnings conditions. 6

1.4 Relation between current profitability and growth. 7

1.5 Purchase method. 13

1.6 Acquisition method. 15

2.1 Equity cost. 28

2.2 Financial reclassification of assets and liabilities (1). 37

2.3 Financial reclassification of assets and liabilities (2). 39

2.4 In brief. 56

3.1 Business areas’ spread. 67

3.2 Business areas’ abnormal earnings. 67

3.3 Business areas’ RCE. 68

3.4 In brief. 80

4.1 Industry/segment five competitive forces. 85

4.2 Business and enterprise: risk and profitability. 96

4.3 Enterprise’s spread. 98

4.4 Enterprise and industry: basic relationship (1). 99

viii Figures
4.5 Enterprise and industry: basic relationship (2). 100

4.6 Capabilities. 105

4.7 In brief. 110

5.1 In brief. 146

6.1 Relationship among enterprise value, assets portfolio

and capabilities. 149

6.2 Value of client’s portfolio. 151

6.3 An overview of the breakdowns (1). 152

6.4 An overview of the breakdowns (2). 154

APPENDIX

1. Business areas’ spread. 170

2. Business areas’ abnormal earnings. 171

3. In brief. 176

4a. Breakdown of the wholesale and investment banking

division’s goodwill. 177

4b. Breakdown of the mid-corporate and foreign branches

division’s goodwill. 178
Tables

2.1 FCFO 38

2.2 FCFE 38

2.3 Real Goodwill and Terminal Goodwill 51

2.4 Current Goodwill and Growth Goodwill 54

2.5 Real, Terminal, Current and Growth Goodwill 55

3.1 Corporate Costs (1) 70

3.2 Corporate Costs (2) 72

3.3 Corporate Revenues 73

4.1 Return on Equity and Capital—by Industry 92

5.1 Intangible Assets Nature 126

5.2 Estimation of Research Asset’s Value 130

5.3 Benchmark for Brand Evaluation 133

5.4 Estimation of Patent’s Positioning 138

5.5 Estimation of Research Asset’s Value 140

5.6 Estimation of Fair Value of Assets, Fair Return on and of

Such Assets and the CAC 143

5.7 Cash Flow from Subject Asset 143

6.1 Breakdowns Levels 147

x Tables

APPENDIX

1. Results Arising from the Evaluation Made by Different

Evaluating Subjects 159

2. Arithmetic Mean of the Values Resulting from the

Application of the Individual Stand- Alone Methods 159

3. Real Goodwill and Terminal Goodwill 162

4. Current Goodwill and Growth Goodwill 165

5. Real, Terminal, Current and Growth Goodwill Under

Steady Growth Hypothesis 165

6. Business Goodwill Evaluation (1) 168

7. Business Goodwill Evaluation (2) 169

Introduction

This book proposes a method for the analysis and evaluation of intangible
assets of an enterprise based on a breakdown process of the internally gen-
erated goodwill (also referred to as going concern goodwill). The main the-
oretical frameworks of the study are to be sought in the Residual Income
Model, as regards the relation between abnormal earnings and enterprise
value, and in the Resource Based View integrated by the Dynamic Capa-
bilities Theory, as regards the role of resources and capabilities in the gen-
eration of competition differentials and value. Particular relevance is also
borne by the studies on the evaluation of intangible assets, based on dif-
ferent theoretical sources (fi nance, accounting, management), and by the
enterprise management theory originated in continental Europe (in par-
ticular, enterprise equilibrium theory). In line with these theoretical frame-
works, the analysis can be based on the following two assumptions:

1. The internally generated goodwill corresponds to the overall value of

not recorded intangible assets available to an enterprise. This can be
measured through the capitalization of expected flows of abnormal
earnings. This value, under specific conditions, corresponds to the dif-
ference between the enterprise value and the operating invested capital.
2. The internally generated goodwill may be broken down into its main
components, bearing in mind that such operation is inevitably sub-
ject to approximations, given the fact that an enterprise is an organic
system.

***

Intangible resources play a fundamental role in OECD (Organisation for

Economic Co-operation and Development) economies’ change, from tra-
ditional scale-based manufacturing to new innovation-oriented activities
(OECD 2000, 2001). Intellectual property, R&D, workforce training,
brand, software, organizational capabilities, etc., all play a critical role
since the content of knowledge and sophisticated capabilities incorporated
in products and services have dramatically increased in the course of the
xii Introduction
last century. Starting from the eighties, the mean market-to-book ratio of
the S&P 500 companies has steadily increased, reaching in March 2001
the value of 6.0 (Lev 2001) (today, the value is lower, but in any case is
above 4.0). Similar analyses carried out in other sectors, for example, on
companies listed in the FTSE 100 in the UK, lead to similar conclusions,
i.e., that almost 60 per cent of the value of enterprises is not reflected in
balance sheets (Beattie & Thompson 2005). The increasing relevance of
intangible assets can be also verified from a macroeconomic perspective.
In 1999 Nakamura, using a broad defi nition of intangible investments,
evaluated the U.S. gross investment in intangibles to be one trillion dollars
annually (Nakamura 1999). According to a 2006 Federal Reserve Board
analysis, investments in intangibles assets exceed all investments in tangible
property (Corrado et al. 2006). These investments:

1. in system National Accounts (SNA) are oftentimes classified as interme-

diate expenses (excluded from the GDP calculation) and not as invest-
ments (included in the GDP calculation) (Bismuth & Tojio 2008);
2. by their own nature directly influence, more than any other invest-
ment, the future productivity growth of the system. It is estimated
that these investments, if properly accounted for, would raise U.S.
productivity growth by 20 per cent for the period 1973–1995 (Cor-
rado et al. 2006).

In general, our ability to measure and evaluate the phenomenon, at the level
of an individual enterprise and at a national level, is still very limited, since
current measurement and evaluation methodologies are still in large part
the result of theoretical attitudes that attribute to physical assets the role of
main value drivers. The problem also extends to the capital theory. Shifting
from an agricultural economy to a mercantile, and then later, industrial
economy, the capital has become a specific production factor, which tradi-
tionally consists of a group—whose value is measurable—of durable goods
that can be used in production processes and to which economic actors may
claim a property right (capitalists). The concept later evolved, especially
in the second half of the twentieth century, clearly shifting towards intan-
gible, social and dynamic dimensions: let us take, for example, the theories
of Human Capital (Schultz 1961, Becker 1962) or Social Capital (Bourdieu
1980, Coleman 1988), and then the rather variegated studies dedicated to
the so-called Intellectual Capital (among others, Grindley & Teece 1997,
Teece 1998, Teece 2000, Dzinkowsky 2000). The resulting scenario is on
a theoretical level still in progress and it may also lead to a deep recon-
sideration of the traditional meaning of ‘production factor’, a fact that in
part has already occurred in the theories of endogenous growth (Dean &
Kretschmer 2007). In the meantime, however, the role of intangible assets
is increasingly more relevant and the evaluation tools remain inadequate
(Bismuth 2006).
 Introduction xiii

***

Accounting, Finance, Management and Strategy have tackled the problem

of intangibles. As a result, analytical models have emerged, which are rather
different from one another and can be classified into one of the following
approaches (Sveiby 1997, 2002):

1. Market capitalization (MCM, Market Capitalization Methods),

whereby intangible assets are estimated as a difference between the
enterprise market value and the operating invested capital.
2. Return on assets (ROA), which is based on a calculation procedure
that allows to go from profitability of the enterprise to profitability of
intangible assets and therefore their value.
3. Direct estimate of the value of individual intangible assets (DIC,
Direct Intellectual Capital methods). Among these, it is worth men-
tioning the methodologies for brand evaluation that, according to
some, constitute another methodological group with specific charac-
teristics (AIAF 2003). The same applies to the methodologies for the
evaluation of the human capital.
4. Methods based on scorecards (Scorecard Methods), whereby the indi-
vidual elements of the intangible property are fi rst identified and then
measured using indicators of a non-monetary kind.

The goodwill breakdown, intended as a process for the evaluation of the

intangible capital, uses logics and instruments typical of the fi rst three
methodologies listed above, without however fully matching any of these.
For example, as regards the classification of intangible capital, a more
articulated classification of resources into five portfolios (technologies,
techniques, relations with clients, relations with other stakeholders, aes-
thetics, taste and style attitudes) is preferred over the usual classification
in structural, human and relational capital also accepted by EU’s Meritum
(Measuring Intangibles to Understand and Improve Management Project)
(Meritum 2002). However, in this book, the analysis of intangible assets
is driven, at every stage, by the evaluation and competitive interpretation
of the enterprise goodwill. For this reason, different goodwill breakdown
schemes are elaborated, each of them bearing specific information:

1. evaluation of the tax shield value;

2. assessment of the value of real goodwill and terminal goodwill;
3. estimation of the value of current and growth goodwill;
4. assessment of the value of business goodwill, corporate goodwill and
risk compensation effect (RCE);
5. within business goodwill values, evaluation of system goodwill and
positional goodwill (and related income effect and risk effect);
6. assessment of the value of distinctive capabilities;
xiv Introduction
7. estimation of the value of autonomously quantifiable intangible assets
and reduced goodwill.

***

This book is divided into six chapters. Chapter 1 deals with a few intro-
ductory issues, such as the economic meaning of the going concern good-
will, the role played by this value in relation to the objectives of enterprises
and goodwill accounting procedures in business combinations. Chapter 2
fi rst illustrates the main methods for goodwill evaluation and subsequently
the fi rst three breakdown schemes, which lead to the evaluation of the tax
shield, real/terminal goodwill and current/growth goodwill. In Chapter 3,
goodwill is broken down with reference to the business of the enterprise
(business goodwill) and corporate activities (corporate goodwill). The dif-
ferences between the risk of enterprise as a whole and the risk of each indi-
vidual business cause the emergence of a phenomenon which will be later
defi ned as risk compensating effect (RCE).
In Chapter 4, business goodwill and corporate goodwill values are fur-
ther broken down, by means of the analysis of competitive phenomena that
are related to these. The most relevant aspects are:

1. the abnormal earnings of an enterprise may be caused by structural

phenomena (system goodwill) as well as by system positioning phe-
nomena (positional goodwill);
2. since abnormal earnings mainly originate from enterprise resources, the
goodwill can also be broken down according to the distinctive capabili-
ties of an enterprise, through an evaluation of a differential kind.

Chapter 5 examines the last breakdown scheme of the going concern good-
will, relative to the identification and evaluation of intangible assets that
have not been recorded. This breakdown scheme is based on the identifica-
tion of a few intangible assets that, even though they cannot be recorded,
fulfill a few requirements that make an extra-accounting evaluation pos-
sible. In this way, the goodwill value results from the sum of the value
of all autonomously quantifiable intangible (and unrecorded) assets and a
residual value (reduced goodwill). Finally, in Chapter 6 readers will fi nd a
comprehensive description of the different breakdown schemes joined into
a single, concise framework. The book ends with an appendix written by
Silvia Vernizzi and dedicated to a breakdown example of the going concern
goodwill of Capitalia (Italian bank group) which emerged following the
merger with Unicredit.

Milano, July 2008

1 Goodwill: Meaning and Relevance

THE HIDDEN VALUE OF ENTERPRISES

Goodwill is the part of the enterprise value that does not appear in fi nan-
cial statements but that emerges only when acquired (individually or in a
business combination). It is a hidden value that, generally, the accounting
standards defi ne in the following way (in particular, see accounting stan-
dards SFAS 141, SFAS 142 and IFRS 3):

• the value of the future economic benefits;

• arising from assets that are not individually identified and separately
recognized.

The internally generated goodwill (also known as going-concern goodwill)

cannot be recognized by the accounting and recorded as an asset into the
enterprise capital. However, at the same time, goodwill has become more
and more relevant, because the origin of the value created by fi rms has
gradually moved towards the economic phenomena of intangible nature.
Goodwill is the synthesis, sometimes ambiguous and often very volatile, of
just such phenomena. All that is enough to state that:

• goodwill weighs in a more and more relevant way on the overall

enterprise value;
• goodwill is a value not easy to interpret and/or quantify; it needs to
be analyzed and expressed through a theoretically reliable and suf-
ficiently structured approach.

This first chapter deals with some introductory matters, functional for the
later development of the book. In particular, this chapter is concerned with
the following issues:

• the economic nature of goodwill, namely the existing relationship

between goodwill and enterprises’ abnormal earnings;
2 Accounting for Goodwill
• the relationship between the goodwill value and fi rms’ objectives;
• the link between goodwill and enterprises’ intangible resources;
• fi nally, the rules established by the international accounting stan-
dards for the accounting of the goodwill, when business combina-
tions occur.

THE ECONOMIC NATURE OF GOODWILL

To understand the economic nature of goodwill, it is necessary to intro-

duce some basic notions about its determination. These preliminary con-
siderations will be developed by assuming some simplifications concerning
the adoption of a generic configuration of perpetual expected income,
the hypothesis of an unlevered enterprise and the use of a single rate ke
(cost of equity). More realistic discussions about evaluation methods will
be provided in the second chapter. According to a theoretical defi nition,
goodwill is equivalent to the capitalization of the abnormal earnings flows
expected by the fi rm (Schmalenbach 1908, Zappa 1910, Besta 1922, Hat-
field 1927),

I − (ke × B ) [1.1]
G=[ ]
ke

G: goodwill
I: perpetual expected earnings flows
ke: cost of equity
B: equity book value
I − ( ke × B ) : abnormal earnings

In this way, goodwill is directly evaluated through the capitalization of

the abnormal earnings flows, which have to be intended as higher than the
normal remuneration of the equity capital, given a specific configuration of
an enterprise’s risk. It is also possible to reach the goodwill value through a
different approach, known as the indirect method. In fact, since the good-
will is a component of the overall enterprise value, given VE the economic
value of equity, it will be:

VE = B + G

from which it is possible to infer that goodwill is also determinable through

a differential approach as:

G = VE – B [1.2]
 Goodwill: Meaning and Relevance 3
The value of goodwill, determined in this way (indirect approach), is
more meaningful the more the accounting value of B has been adjusted
and expressed at current value, in particular with respect to manufac-
turing facilities, plant, equipment, warehouse, investment in associates,
fi xed interest securities and deferred debts and credits. It is easily dem-
onstrated that the value reached with both methods (direct and indirect)
is the same. In fact, the preliminary hypothesis being unchanged, the VE
value is equal to the capitalization of the total expected earnings flows.
That is

I [1.3]
VE =
ke

By comparing the two different evaluation approaches of goodwill, the fol-

lowing result is obtained:

I − ke × B I
= −B
ke ke

and, therefore, it is possible to confirm the similarity of the two procedures:

I I
−B= −B
ke ke

It is interesting to remark the nature of the link between the economic value
of the fi rm’s equity and the profitability associated with it. In fact, just as
the total value of VE is broken down into two different values (B and G), so
the underlying earnings values are split into two flows: an average normal
earnings flow and an abnormal flow:

I = In + Ia [1.4]

where:

In: average normal flow

Ia: abnormal flow

While Ia is determinable through the relation [ I − (ke × B ) ], In is the aver-

age normal remuneration implicit in the equity book value, B. The example
that follows is based, as mentioned at the beginning of this section, on the
hypothesis of an unlevered fi rm (Figure 1.1).
4 Accounting for Goodwill

In 6
A = 60 B = 60 =
ke 0.1

I 10
VE = 100 =
ke 0.1

Ia 4
G = 40 =
ke 0.1

Figure 1.1 Economic value of equity, average normal earnings and abnormal
earnings.

I: perpetual expected earnings flow = 10

ke: cost of equity = 0.1
VE: economic value of equity = 100 = (10/0.1)
B: equity book value = 60 = assets value
Ia: abnormal earnings (10–6) = 4
G: goodwill = 40 = (4/0.1) = (100–60)

The total flow equal to 10 has been broken down into an abnormal earn-
ings flow equal to 4 (which being remunerated at 10 per cent leads to a
goodwill value of 40) and a flow equal to 6, which represents the average
normal remuneration of B (remunerated at 10 per cent).

***
The relevance of goodwill in determining the market value of the equity
changes according to circumstances such as, for instance, the features of
the competitive arena in which the fi rm works. Focusing the analysis on
the variables examined, it is possible to work out the following relation
(Ohlson 1991, 1995):

VME = β × I + (1 − β ) B + α [1.5]

where:
 Goodwill: Meaning and Relevance 5
• VME: equity market value
• β: parameter positively related to the persistence of abnormal earn-
ings and negatively related to the cost of capital (ke)
• α: other information.

In the borderline case in which β reaches the maximum value of 1 (perpetual

persistence of abnormal earnings), the book value becomes insignificant for
the estimation. In contrast, the more the value of β is low—small persistence
of abnormal earnings—the more the book value plays an important role in
the determination of the equity market value. It stands to reason that the
goodwill value takes shape just when the price to book value ratio is greater
than 1. That ratio, in fact, identifies the relationship existing between the
equity market value VME and the equity book value B. Assuming a rational
behavior of the market and simplifying the analysis, the value of VME will
depend on the future earnings of the enterprise and on the capitalization rate
applicable to them (equalizing in this sense the VE value), that is:

I
VME = = VE [1.6]
ke
Dividing everything for the book value of the equity, B, it results:

VME ROE
=
B ke
from which it is possible to infer that the price to book ratio is equal to the
I
ratio between the expected return of equity (ROE = B ) and the opportunity
cost of equity (ke): if this ratio is equal to 1 (ROE = ke), the market value of
equity should tend towards its book value. Instead, it stands to reason that
the goodwill area of value takes shape where:
ROE > ke

Of course, the inclination of the straight line (in Figure 1.2) will depend on
the value of B, as is demonstrated by the numerical example shown in the
I
figure. It is necessary to add another consideration: in defi ning ROE = B it
has been implicitly assumed that the ratio ROE expresses the profitability
at the current conditions whereas the market value embodies also growth
expectations. Let us assume the following data:
• book value of equity (B) = 20
• ROE = 30%
• ke = 8%
• ROE =3.75
ke
• VME = 100
P
• price to book value =5
B
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