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The recognition and measurement of goodwill has been widely discussed by specialists worldwide. Although many national and international bodies have issued exposure drafts and accounting standards dealing with this issue, there is no universally accepted treatment for goodwill. Moreover, the regulatory aspects on this matter are complex and have been changing frequently, thus leading to a high amount of volatility. Our study aims to examine, based on the accounting literature and professional standards, the main methods of accounting for purchased goodwill and to identify methods which have found been internationally recognized as viable. The analysis confirms that some if not all of these methods may not pass the test of time. Controversies regarding recognition and measurement of goodwill remain with no solution in sight in the foreseeable future internationally. Keywords: goodwill, International Financial Reporting Standards (IFRS), methods of accounting for purchased goodwill
ComTekk SINAD Software Article Type:
Goodwill (Business) (Analysis) Financial disclosure (Standards) Financial disclosure (Analysis) Accounting (Standards) Accounting (Analysis)
Feleaga, Liliana Feleaga, Niculae Dragomir, Voicu D.
Name: European Journal of Management Publisher: International Academy of Business and Economics Audience: Academic Format : Magazine/Journal Subject : Business, international Copyright : COPYRIGHT 2011 International Academy of Business and Economics ISSN: 1555-4015
Date: Spring, 2011 Source Volume: 11 Source Issue: 1
Event Code: 350 Product standards, safety, & recalls
Product Code: 9108628 Financial Regulation & Reporting; 9915410 Reporting & Disclosure NAICS Code: 92615 Regulation, Licensing, and
Inspection of Miscellaneous Commercial Sectors Geographic:
Geographic Scope: United Kingdom Geographic Code: 4EUUK United Kingdom
1. INTRODUCTION The development of industrial mass production has lead to a major change in the business world. The property function assumed by investors has gradually been entirely separated from the leadership function assumed by the managers. Additionally, the development of goodwill paralleled the development of business enterprise (Hughes, 1982). As the form of businesses changed from individual enterprises to corporations, goodwill was no longer attached to its owner's personality and became potentially transferable to other entities (Garcia). The treatment of goodwill has also evolved in line with global institutional changes. For example, in the US, the Dominion Companies Act was amended in 1917 to force companies to issue shares only after the capital has been fully paid in. Therefore, the difference between the fair value of the shares involved in the transaction and the fair value of the net assets in the case of business combinations has been capitalized under the term of goodwill. The recognition of goodwill has created a lot of controversy in the accounting world, and its measurement has been the object of numerous debates. Hughes' review (1982) goes as far as saying that "the accounting literature on goodwill appeared in periodicals or newspapers, such as The Accountant starting with 1874". The purpose of the present study is to propose a historical review of accounting for goodwill, seeking to identify the recognition and measurement methods with may eventually find their place in the international generally accepted accounting principles (GAAP). The remainder of this paper is structured as follows: the next section analyses the notion of goodwill; this is followed by a description of the controversies regarding its recognition and evaluation; the fourth section presents the evolution of the accounting policies regarding goodwill in the international standards; the last section offers the conclusions of this paper and some recommendations for future research. 2. WHAT IS GOODWILL? The issue of goodwill has been fiercely debated for many decades. In spite of numerous academic and practitioner efforts, there is still not widely accepted definition and recording method for goodwill. To clarify this notion, the scientific literature (Epingard, 1999) usually presents different methods regarding the measurement of goodwill, of which we acknowledge the following: * Goodwill is calculated as the difference between the global real value of an enterprise and the fair value of the identifiable elements as net assets. This subtractive method is preferred by professionals because it is straightforward, but it also has a major drawback since it does not account specifically for intellectual capital. * Goodwill can be determined on an additive procedure, by aggregating the value of its components (patents, licenses, trademarks, distribution networks etc.). The main drawback is that the additive method ignores the interdependence between the components of goodwill and its effects on the financial performance of the enterprise, thus being the least used method of calculation. * Goodwill can also be determined based on the estimation of managers regarding the capacity of the enterprise to produce a return superior to that from a riskless investment of capital. From a practical standpoint, this method entails the identification of future cash flows, of outflows to shareholders in the form of dividends and of the surplus from selling the control in the company. Within the limits of the International Financial Reporting Standards (IFRS), goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized (IFRS 3, 2007). The definition effectively confirms that the value of the business overall is more than the sum of the accountable and identifiable net assets. 3. PURCHASED GOODWILL--CONTROVERSIES REGARDING RECOGNITION AND EVALUATION A widely discussed aspect in the literature is whether goodwill is really an asset in the full sense of the word. According to Spacek (1964), goodwill is not an asset, but a cost to the buyer of earnings in excess of the cost of the assets required to produce those earnings. Catlett & Olson (1968) add that basing the valuation of goodwill on shares' price represents nothing but the stock market's speculation about the company's future. Moreover, Schuetze (2001) considers that goodwill cannot be recognized as an asset because it does not comply with the definition of IAS 38 for intangible assets, i.e. goodwill cannot be sold separately from the enterprise acquired, thus being an accounting residual in nature. These aforementioned ideas start from the fact that the accrual of an expense does not necessarily lead to the creation of an asset. However, the following definition must be brought into the discussion, according to the IFRS Conceptual Framework: an asset is a resource under the company's control, coming from past operations and expected to generate future economic benefits. Therefore, goodwill can be seen as an asset controlled by an entity as long it will generate future economic benefits because of its capacity to interact with other assets in an enterprise, as a result of a past event, i.e. the business combination. On the same note, Paton (1968) highlights that assets are not inherently tangible or physical. An asset is an economic quantum and the distinction between tangibles, so-called, and intangibles, so-called, is not a fundamental line of cleavage. In principle, the intangible asset is just as admissible to the respectable, recognizable company of business property as something you can stub your toe on. Goodwill can be created in the context of economic activity or can emerge as the results of an acquisition of an entity, the latter situation being called "purchased goodwill". To prevent the situation in which some companies may obtain an unlawful advantage by valuing their own assets and thus producing more favourable balance sheet, goodwill is recognized by accounting standards only when it is purchased. One of the issues crucial to this discussion is the fact that acquired goodwill can only be evaluated when the business combination takes place. In other words, goodwill is within the definition of an asset only at the moment the acquired company is evaluated, but not after this event (Schuetze, 2001). However, similar difficulties can also appear for tangible assets for which there is no active market, like for highly specialized industrial equipment. It is customary for these fixed assets to be recorded at their cost and depreciated over their useful life, so it would be natural to apply the same reasoning to the recognition and measurement of goodwill. Therefore, ignoring goodwill just because it does not fit the standard definition after its recognition is not a valid accounting policy, because future profits will appear disconnected from the asset base of the entity. A historical review of accounting literature, including professional standards, highlights a significant diversity in the policies and practices applicable to goodwill (Catlett & Olson, 1968; Hughes, 1982; Arnold et al., 1994). Thus, one can identify numerous methods of accounting for purchased goodwill: (i) capitalization and subsequent amortization; (ii) capitalization and subsequent impairment; (iii) a combination of the first two approaches; (iv) diminishing the equity of a company (i.e. reserves with or without a special character) with the value of the goodwill after a business combination; (v) a combination between transferring losses of value to the reserves and the impairment method. For the following analysis we will discuss the main accounting treatments, and not their combinations. Recognizing goodwill as an asset without depreciation or impairment A leading opinion in the field is that the value of goodwill does not diminish over time, but is constant or may even increase as time passes. In other words, goodwill is an investment which should be kept in the balance sheet with no subsequent value losses (Venkatesan, 1995). However, Collette & Richard (2002) consider that this solution is unacceptable, since goodwill is a fictitious asset which leads to creating a false image of the net asset value. Goodwill write-offs The idea that goodwill should not be recognized as an asset, but as a correction for the equity came from the leading author for the second half of the 19th century, Dicksee. Numerous other authors (such as Hamilton, Lancaster, Garke, Fells etc.) drawn to this view for practical reasons (Ding et al., 2008). The proponents of this solution suggest the fact that a company accepts to pay a lump sum in excess of the value of the net assets of an enterprise, whenever they estimate that, in the future, economic benefits will grow as a result of this transaction. Since future income is to be recognized as part of the equity (i.e. as the comprehensive income of the year) goodwill may be regarded as a compensation for the value of future benefits. According to Bryer (1995) write-offs of goodwill was in the collective interest of investors because it helped to hide from public view the fact that dividends were being paid from capital. In spite of an increasing trend towards recommending recording goodwill at cost, followed by systematic amortization over its useful life, in some countries the goodwill write-off approach was frequently used until the beginning of the 1990s (Arnold et al., 1994; Peasnell,1996). Moreover, this method was part of numerous regulations for a long period of time (e.g., the memorandum entitled "Uniform Accounting" issued by the American Institute of Accountants, predecessor to the American Institute of Certified Public Accountants, which was accepted by the Federal Trade Commission and Federal Reserve Board, in US; and the Statement of Standard Accounting Practice (SSAP) No. 22, in UK). In academic research, the goodwill write-off approach has been regarded as old-fashioned at least from around 1945-1970. Numerous authors, e.g. Paton, Walker, Kripke, Hylton, Wolff etc., have argued against goodwill write-offs (Ding et al., 2008). The decline of the write-off was equally strong in practice (Hughes, 1982). The reasons for the loss of interest in this method are not clear, but apparently concern the aim to avoid (1) the elimination of reserves that were useful for dividend distribution; (2) a sudden impact on reserves and (3) the reduction of the financial surface of the firm (Ding et al., 2008). The capitalization of goodwill and its subsequent amortization Although the idea of amortizing goodwill had long been discussed by academics and practitioners, it was only in the 1960s and 1970s that this method begun to emerge in accounting standards. For example, in the US, APB Opinion No. 17 Intangible assets of 1970 stipulates that goodwill must be "amortized by systematic expenses over a certain period"; in France, General Accounting Plan issued in 1982 reintroduced a goodwill amortization account; in UK, FRS 10 Goodwill and intangible assets of 1997 made capitalization plus systematic amortization over a period of up to 20 years the preferred method. The necessity of amortizing goodwill is actually supported by the nature of this element. Thus, goodwill may aggregate unidentifiable intangible assets which are not recorded distinctly, because their individual value cannot be determined on a reliable basis. Moreover, some components of goodwill like "the abilities of the managerial team" or "the collective knowledge of the staff" do not have an infinite utility life. In this vision, only the amortization of goodwill offers a true and fair view of the financial performance and financial position of a company. However, the amortization of goodwill is not without inconveniencies. The main difficulty comes from the fact that goodwill must be treated as a whole, in spite of the major differences between its components. Some parts of goodwill can even be valued objectively, with respect to information present on the market; others are protected by law, for a limited or an indefinite period of time; finally, a group of elements are affected by moral wear-off, which has significant effects over time. The capitalization and subsequent impairment of goodwill This approach is considered as an "optimal" solution in that it enables a business to manage results better. Goodwill will no longer be amortized but submitted to an impairment test, by comparing its recoverable value (or fair value, in some standards) with its carrying value. The main advantage of this method is that it should provide accounting numbers closer to the true market value, and therefore more useful to investors (Ding et al., 2008). However, it must be noted that determining the impairment of goodwill is a difficult task which asks for the involvement of independent valuation consultants" (Delaney et al., 2003). Moreover, given that the recoverable value (or fair value) of cashgenerating units holding goodwill is not readily available, managers have a certain amount of discretion when it comes to applying this valuation method (Raffournier, 2005; Bens, 2006). The stakes in choosing one method over the other are not to be ignored. For this reason, it is necessary to introduce a discussion regarding the reasons behind the managerial options with regard to recognition and measurement of goodwill. In this respect, we will use the contract cost theory, developed by Watts & Zimmerman (1986). Of a large palette of contracting costs scrutinized by the aforementioned authors, agency costs is the most relevant for our investigation. With respect to the valuation of goodwill and its impact on firm value, agency costs are based on a series of relations between corporate actors: between managers and shareholders; between shareholders, managers and creditors; between the company and its economic environment. Through the provision of contractual compensation plans and restrictions on additional liabilities, managers accept to link their interests with those of the shareholders and creditors. However, positive research has shown that managers have an opportunistic behaviour, by choosing those accounting policies that maximize their remuneration, by avoiding specific covenants and by minimizing the possibilities of political interference. When applying these results to the recognition and valuation of goodwill, we can intuitively deduct the following hypotheses (Gore et al., 2000): * In the case of firms where managers are subject to a variable income-linked compensation scheme, the preferred method is to avoid any effect on the accounting result: a) maintaining goodwill as an asset without any amortization or depreciation; or b) offsetting the goodwill against the equity. * In the case of firms which are bound by covenants on contracting debt, or by restrictions on balance sheet performance ratios, the preferred method is to avoid diminishing the equity, by keeping goodwill as an asset without amortization or depreciation. If these restrictions are based on performance ratios calculated on the income statement, the preferred method involves the maintenance of the period's profits: a) either by recording goodwill as an asset without amortization or depreciation; or b) by offsetting goodwill against the equity. * In the case of firms which are "politically sensitive", the method which reduces the accounting income is preferred, since it diminishes the company's political "visibility", through the capitalization and amortization of goodwill, or through the capitalization and depreciation of goodwill. 4. THE ACCOUNTING TREATMENT OF GOODWILL IN THE INTERNATIONAL STANDARDS Goodwill has been analyzed in the larger context of business combinations. Within the corpus of the International Financial Reporting Standards (IFRS), the first standard which discussed the issue of business combinations, and implicitly, of goodwill, was IAS 22 "Accounting for Business Combinations", issued in November 1983. This standard was revised in December 1993, as part of the project regarding the Comparability and Improvements of Financial Statements. IAS 22 provided that goodwill is an asset which must be amortized for its useful life, and there are several factors for determining this time span: * The probable useful life or its usual life in a specific activity sector; * The consequences of its benefits becoming obsolete, as well as the evolution of demand and of economic environment; * The period for which the extant business partners would link their operations with those of the company; * The expected behaviour of present and potential competitors; and * Possible legal limitations, either regulatory of contractual. Normally, the duration for which the goodwill can be amortized must not exceed five years. However, a longer period was admissible as long as the acquired goodwill was linked to an asset whose useful life exceeds five years. Finally, this derogation was limited to a possible period of amortization of 20 years. The standard provided that the residual value of goodwill must be re-estimated at the end of every financial year. The moment it becomes greater than the sum of future economic benefits, the exceeding part is immediately expensed, without the possibility to cancel this expense. In July 1998, various paragraphs of IAS 22 were revised to be consistent with IAS 36 Impairment of Assets, IAS 37 Provisions, Contingent Liabilities and Contingent Assets, and IAS 38 Intangible Assets. In the revised form, it is considered that the useful life of goodwill cannot normally exceed 20 years from its initial recognition. However, with the aid of compelling evidence on the use of related assets, goodwill may have a useful life of more than 20 years. In this case, the enterprise shall amortize goodwill on its best determined useful life and will perform an impairment test on a yearly basis. Moreover, the notes to the annual accounts should indicate the assumptions behind determining a useful life of more than 20 years. It is relevant that IAS 22 does not offer any example to reflect the adequate treatment of this situation. IAS 22 was repealed by IFRS 3 Business Combinations which entered into effect from 1 January 2005. This standard provides that, at the date of acquisition, goodwill recognized as part of a business combination is evaluated at cost and included in the asset group. After the initial recognition, goodwill must be impaired, and these impairment losses are irreversible. Cash-generating units can also carry goodwill, which generates a synergy between the assets of the unit. Each cash-generating unit must also be subject to a yearly impairment test in case it holds acquired goodwill; its carrying value shall be diminished with its potential impairment loss. On 10 January 2009, the International Accounting Standards Board published a revised of IFRS 3 which is due to be applied starting with 1 July 2009. The revised standard allows a company to choose between two policies for measuring noncontrolling interests, either at fair value (e.g. under the full goodwill method) or as a proportion of the net assets of the acquired company. In this case, goodwill is evaluated as the difference between: * The sum of the following elements: (i) the fair value of the inflows at acquisition date; (ii) the value of the minority interests; and (iii) the fair value of the shares previously owned by the acquirer, in case the business combination was performed as a multiple step operation; and * The carrying value of all identifiable assets and present liabilities, measured in accordance with IFRS 3. The revised standard provides that goodwill is evaluated at the moment at which the acquirer gains control. Thus, this represents an improvement over the old form of the standard, which imposed the recognition of goodwill for each separate acquisition of shares, by comparing the share price with the fair value of the identifiable net assets for each transaction. The revisions to the international standards on business combinations, by replacing the amortization with the impairment of goodwill, is deemed to benefit the transparency of accounting information for investors, as well as the subsequent incidence of the cost of such asset on the financial income (Sevin et al., 2007). This improved accounting policy starts from the presumption that the value of the goodwill cannot be amortized on a straight-line basis. Unlike amortization, the impairment of goodwill can be relatively large, and thus we can expect more volatility in reported income, because impairment losses could occur irregularly and in different amounts. Thus, impairment amounts are a signal of a loss in economic value (Duangploy et al., 2005). Moreover, unlike the amortization of goodwill which leads to lower reported earnings and a lower earnings per share figure, the new method increases the net income considering discrete write-offs which lower assets and equity. Consequently, the ratios return on assets and return on equity should increase. Lower assets and liabilities will have effect also on debt ratios, which will consequently increase (Dunse et al., 2004, Jerman & Manzin, 2008). However, even if the new provisions of the standard are seeking to increase the value relevance of financial figures, the managerial discretion is presumed to reduce the usefulness of information (Dunse et al., 2004). In this respect, several aspects can be invoked: a) the estimates of fair value require from the management to make a number of assumptions and projections, such as future revenues, future earnings and probability of outcomes in contingency situations which lead to possible earnings manipulations (Sevin &S chroeder, 2005); b) defining a cash generating unit is an issue of subjective judgment (Jerman & Manzin, 2008); c) managers can use subjective judgment in assigning goodwill to reporting units because if a business combination provides synergies and benefits to other operations, managers can assign some of its goodwill into other reporting units (Zang, 2008). 5. CONCLUSIONS Accounting for goodwill has been a controversial issue for a very long time. When typologies are ambiguous, with borders which are difficult to delineate, accounting rules are poorly developed and businesses have an opportunistic behavior. Inevitably, in these circumstances, there is an ongoing race between the regulators aimed to develop and implement more detailed rules, on the one hand, and businesses seeking to use the rules to maximize their utility, on the other hand. Goodwill is a residual value with ambiguous features. The experts' views are very different in terms of recognition of goodwill as an asset and its subsequent treatment. The first objective of our study was the analysis of the accounting literature and professional standards, seeking to determine the main methods of accounting for purchased goodwill. The main characteristics were presented for four accounting methods, their trend and why some methods have been in decline. The analysis confirms that none of the methods may pass the test of time. Controversies regarding recognition and measurement of goodwill remain with no solution in sight in the foreseeable future. The second objective of the study was to identify which methods of accounting for goodwill have found international recognition. In this respect, we have conducted a review of the development of international standards relating to goodwill. The treatment of goodwill in the international referential followed the same trend with the doctrine and standards of developed countries, especially those in the US. Since the 1980s it was considered that the goodwill amortization was the only solution providing a fair view of company performance and financial position. Two decades later goodwill accounting has been changed significantly, by replacing amortization with the impairment tests. Despite the fact that some researchers believe that the new goodwill accounting method allows for better information for users of financial statements, it is obvious that this policy is prone to subjective managerial decisions. And no one can say with certainty whether this method really provides better information about goodwill or new opportunities to practice creative accounting. There is much scope for further research in this area. It would be worth exploring the theories that explain the evolution of the accounting treatment of goodwill in the international referential. In addition, one could measure all these issues on a sample of companies applying the international referential, regarding the impact of subsequent changes in the accounting treatment of goodwill. Acknowledgements: This work was supported by CNCSIS--UEFISCSU, project number PNII--IDEI code 1859/2008, contract no. 837/2009. 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Dragomir, The Bucharest Academy of Economic Studies, Romania
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