Chapter 12
Chapter 12
Chapter 12
INTRODUCTION
CHAPTER 1
INTRODUCTION
1. MEANING OF VALUATION
Valuation is the process of estimating what something is worth. Valuation can be used as a very
effective business tool by management for better decision making throughout the life of the
enterprise. Valuations are needed for many reasons such as investment analysis, capital budgeting,
merger and acquisition transactions, financial reporting, determination of tax liability. Companies
are governed and valuations are influenced by the market supply &demand life cycles along with
product and technology supply-demand lifecycles. Correspondingly, the value of an enterprise over
the course of its lie peaks with the market and product technology factors. Both financial investors
such as venture capitalists and entrepreneurs involved in a venture would ideally like to exit the
venture in some form near the peak to maximize their return on investment. Thus, valuation helps
determine the exit value of an enterprise at that peak. This exit value typically includes the tangible
and intangible value of the company’s assets. Tangible value would typically include balance sheet
items recorded as the book value of the enterprise. Intangibles would typically include intellectual
property, human capital, brand and customers, and others. In more traditional companies
considering the private equity markets, the value of intangibles is much higher than the value of the
tangible assets. Therefore, an effective enterprise valuation methodology needs to be developed.
One can also define valuation as Measurement of value in monetary terms. Measurement of income
and valuation of wealth are two interdependent core aspects of financial accounting and reporting.
Wealth comprises of assets and liabilities. Valuation of assets and liabilities are made to portray the
wealth position of a firm through a balance sheet and to supply logistics to the measure of the
periodical income of the firm through a profit and loss account. Again valuation of business and
valuation of share are made through financial statement analysis for management appraisal and
investment decisions. Valuation is pivotal in strategic, long term or short term decision making
process in cases like reorganization of company, merger and acquisition, extension or
diversification, or for launching new schemes or projects. As the application area of valuation
moves from financial accounting to financial management, the role of accountant also undergoes a
transition. That order of transition in the concept and use of valuation process is followed in the
subsequent units of this chapter.
2. GOODWILL
2.1) MEANING OF GOODWILL
Goodwill is said to be that element arising from reputation, connection or other advantages
possessed by a business which enables it to earn greater profits than the return normally to be
expected on the capital represented by net tangible assets employed in the business. In considering
the return normally to be expected, regard must be had to the nature of the business, the risk
involved, fair management remuneration and other relevant circumstances. Goodwill of a business
may arise in two ways. It may be inherent to the business that is generated internally or it may be
acquired while purchasing any concern. Purchased goodwill can be defined as being the excess of
fair value of the purchase consideration over the fair value of the separable net assets acquired. The
value of purchased goodwill is not necessarily equal to the inherent goodwill of the business
acquired as the purchase price may reflect the future prospects of the entity as a whole. Goodwill in
financial statements arises when a company is purchased for more than the fair value of the
identifiable net assets of the company. The difference between the purchase price and the sum of
the fair value of the net assets is by definition the value of the "goodwill" of the purchased
company. The acquiring company must recognize goodwill as an asset in its financial statements
and present it as a separate line item on the balance sheet, according to the current purchase
accounting method. In this sense, goodwill serves as the balancing sum that allows one firm to
provide accounting information regarding its purchase of another firm for a price substantially
different from its book value. Goodwill can be negative, arising where the net assets at the date of
acquisition, fairly valued, exceed the cost of acquisition. Negative goodwill is recognized as a gain
to the extent that it exceeds allocations to certain assets. Under current accounting standards, it is no
longer recognized as an extraordinary item. For example, a software company may have net assets
(consisting primarily of miscellaneous equipment, and assuming no debt) valued at ` 1 million, but
the company's overall value (including brand, customers, intellectual capital) is valued at ` 10
million. Anybody buying that company would book ` 10 million in total assets acquired, comprising
` 1 million physical assets, and ` 9 million in goodwill.
THEROTICAL BACKGROUND
CHAPTER 3
THEROTICAL BACKGROUND
1. VALUATION OF GOODWILL
1.1) Concept of valuation
Valuation means measurement of an item in monetary term. The subjects of valuation are varied
as stated below:
Valuation of Tangible Fixed Assets
Valuation of Intangibles including brand valuation and valuation of goodwill
Valuation of Shares
Valuation of Business
The objectives of valuation are again different in different areas of application in financial
accounting and in financial management.
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A IMPORTANCE OF GOODWILL
Creating goodwill among people is important in almost every area of your life. Spreading goodwill
makes people feel good about you, and it encourages them to spread goodwill to others. In business,
creating goodwill can help you to build relationships that ensure the long-term success of your
business.
You can create goodwill in a number of ways, from creating customer appreciation programs to
going the extra mile when you are providing a service. In return, your business will reap a number
of benefits. Here are just a few ways that creating goodwill with customers can help your business.
1) Encourages Brand Loyalty:- When you feel good about a company, you want to do
business with them again and again. Creating goodwill with customers encourages brand
loyalty by making them feel good about doing business with you. Not only does it
encourage customers to contact your company the next time they need a product or service
that you offer, but it also encourages them to recommend your company to their family and
friends, helping you to expand your customer base.
2) Encourages Forgiveness:- Think about how you feel when your neighbour brings you a big
tin of cookies at Christmas time. You are probably less likely to be upset when that same
neighbor parks in front of your yard or doesn’t bring in their newspaper, letting a pile form
in the driveway. The same concept applies to your business. When you create goodwill with
your customers by going the extra mile, by exceeding their expectations, or by showing
them personal attention they are more likely to overlook your mistakes when you make
them.
3) Sets You Apart from the Competition:- When customers are having a hard time choosing
between companies who have similar products and price points, the goodwill you create can
help set you apart from your competition and push them in your favour. Maybe you went the
extra mile by tracking down obscure information to answer a question.
4) Improves the Value of Your Business:- Investors understand the importance of goodwill
and what it builds with customers. If your company has a positive reputation as a result of
the goodwill it has built, it will increase its value. This will help you to attract more
investors or secure credit more easily if you are looking to expand your operations, and it
will help you to command more in a sale if you choose to sell your business. Building
goodwill builds value.
1st method
Private distribution of goodwill
Under this method , new partner gives his share of goodwill to old partners personally .So there is
no need to record it to the books of firm . No journal entry will pass .
2nd method
Goodwill is given in cash form by new partner
Under this method , old partner bring his share of goodwill in cash form in the firm and it is taken
by old partner in their sacrifice ratio . For this following journal entry pass in the books of firm (1)
Cash / Bank Account (Dr) ................xxxx
To Goodwill / Premium Account .............xxxx
Above two entries will pass as same as in second method but third new entry will pass
If new partner do not bring goodwill in cash in firm , then following entry will pass for the
adjustment of goodwill .
5th method
6th method
If goodwill already exits in balance sheet of old partner , then it must be transfer to old
partner’s capital account in old ratio .
Other method is same above from 1 to 5 method .
ii. If the existing value of goodwill is less than the new valuation:
Goodwill A/C.........Dr.(excess value)
To all partners' capital A/C
Note: The excess amount of goodwill is transferred to remaining and outgoing partners according to
old profit sharing ratio.
ii. Goodwill raised at its full value and written off immediately:
Goodwill A/C ...........Dr.
To all partners' capital A/C (old profit sharing ratio)
iii. Goodwill raised at only retired partner's capital account and immediately written off:
Goodwill A/C............Dr.
To retired partner's capital A\C
First of all Amount Due will be calculated with the help of the following points to be
paid to the Retiring partner or the legal heir/heirs of the deceased partner.
(i) Accounting Treatment for Goodwill (In Sacrificing Ratio and Gaining Ratio).
(ii) Accounting Treatment for Revaluation of Assets and Liabilities ( In Old Profit
Sharing Ratio)
(iii) Accounting Treatment for Distribution of Undistributed Profits-Losses and
Reserves
(In Old Profit Sharing Ratio)
(iv) Accounting Treatment for Life Insurance Policies (If taken)
(v) Other Accounting Treatments :
a) Interest on Capital
b) Interest on Drawings
c) Share in Profits (for the current accounting period, if retirement/death
happens in mid term)
d) Any Remuneration or Commission Amount
After calculation of Amount Due, next step will be "the payment of the Amount
Due". Payment can be made by any of the following three methods :
(i) Lump-Sum Payment
(ii) In Instalments
(iii) By giving Annuity
So we are to take care of the above mentioned Accounting Treatments in the various
cases of Reconstitution of Partnership Firm.
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paid exceeds the fair value of the separable net assets acquired. The purchased goodwill is shown
on the assets side of the Balance sheet. Para 36 of AS-10 ‘Accounting for fixed assets’ states that
referred to as internally generated goodwill and it arises over a period of time due to good
reputation of a business. The value of goodwill may be positive or negative. Positive goodwill
arises when the value of business as a whole is more than the fair value of its net assets. It is
negative when the value of the business is less than the value of its net assets.
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1.Arbitrary Valuation:-
METHODS OF GOODWILL
value of goodwill, in this case is fixed by mutual agreement between the parties. In
some cases, the value may be fixed by an independent person known as Arbitrator.
This method can be used only where earning capacity of the firm is exactly known.
2.Average Profits :-
Under this method goodwill is calculated on the basis of the average of some agreed
number of past years. The average is then multiplied by the agreed number of years.
This is the simplest and the most commonly used method of the valuation of
goodwill.
Before calculating the average profits the following adjustments should be made in
the profits of the firm:
a. Any abnormal profits should be deducted from the net profits of that year.
b. Any abnormal loss should be added back to the net profits of that year.
c. Non operating incomes e.g. income from investments etc should be deducted from
the net profits of that year.
3. Super profits method:-
Super Profits are the profits earned above the normal profits. Under this method Goodwill is
calculated on the basis of Super Profits i.e. the excess of actual profits over the average profits.
For example if the normal rate of return in a particular type of business is 20% and your investment
in the business is $1,000,000 then your normal profits should be $ 200,000. But if you earned a net
profit of $ 230,000 then this excess of profits earned over the normal profits i.e. $ 230,000 – $
200,000= Rs.30,000 are your super profits. For calculating Goodwill, Super Profits are multiplied
by the agreed number of years of purchase.
Steps for calculating Goodwill under this method are given below:
Super Profits are the profits earned above the no rmal profits. Under this method Goodwill is
calculated on the basis of Super Profits i.e. the excess of actual profits over the average profits.
For example if the normal rate of return in a particular type of business is 20% and your investment
in the business is $1,000,000 then your normal profits should be $ 200,000. But if you earned a net
profit of $ 230,000 then this excess of profits earned over the normal profits i.e. $ 230,000 – $
200,000= Rs.30,000 are your super profits. For calculating Goodwill, Super Profits are multiplied
by the agreed number of years of purchase.
Steps for calculating Goodwill under this method are given below:
i) Normal Profits = Capital Invested X Normal rate of return/100
ii) Super Profits = Actual Profits – Normal Profits
iii) Goodwill = Super Profits x No. of years purchased
4.Capitalisation Method:
There are two ways of calculating Goodwill under this method:
1. Annuity Method:- Under this method, goodwill is calculated by finding the present worth of
annual super profits to be earned over an estimated period by discounting at a given rate of
interest. The present value factor of annuity for the given number of years and interest rate can
be obtained by making a reference to annuity table. Under this method, value of goodwill is
calculated by using the following formula:
Goodwill =super profits x Annuity factor
2. Hidden Goodwill:- When the value of goodwill is not given in the question, it has to be
calculated on the basis of total capital/net worth of the firm and profit sharing ratio. Illustration
8. X and Y are partners with capitals of ₹ 10,000 each. They admit Z as a partner for 1/4th share
in the profits of the firm.
COMPONENTS OF GOODWILL
1. Excess of the fair values over the book values of the acquirer’s recognized
assets.
In a business acquisition, as assets acquired are measured at fair value, these excesses should
not exist. Subsequent to the acquisition, the acquirer’s goodwill could include such excesses
where assets are measured at cost.
3. Fair values of other net assets not recognized by the acquire
The assets of concern here are those tangible assets which are incapable of reliable measurement
by the acquire, and nonphysical assets that do not meet the identifiability criteria for intangible
assets.
4. Fair value of the ‘going concern’ element of the acquirer’s existing business.
This represents the ability of the acquire to earn a higher return on an assembled collection of
net assets than would be expected from those net assets operating separately. This reflects
synergies of the assets, as well as factors relating to market imperfections such as an entity’s
ability to earn a monopoly profit, or where there are barriers to competitors entering a particular
market.
5. Fair value from combining the acquirer’s and acquirer’s businesses and net assets.
This stems from the synergies that result from the combination, the value of which is unique to
each combination.
6. Overvaluation of the consideration paid by the acquirer.
This relates to errors in valuing the consideration paid by the acquirer, and may arise
particularly where shares are issued as consideration with differences in prices for small parcels
of shares as opposed to controlling parcels of shares. There could also be overvaluation of the
fair values of the assets acquired. This component could then relate to all errors in measuring
the fair values in the business combination.
7. Overpayment or underpayment by the acquirer.
This may occur if the price is driven up in the course of bidding; conversely, goodwill could be
understated if the acquirer’s net assets were obtained through a distress or fire sale.
GOODWILL DATA SOURCE
Goodwill data sources can be either internal or external to the entity. Internal data sources typically
relate to documentation regarding the entity’s historical or prospective results of operations.
External data sources typically relate to empirical pricing data with regard to the goodwill of
guideline business or professional practice sale transactions
Internal Data Sources :-
1. The existence of identified tangible assets and intangible assets, including a detailed listing of
working capital accounts, real estate, tangible personal property, and identifiable intangible assets
(including intellectual property)
2. The valuation of tangible assets and identifiable intangible assets, including recent appraisals of
any asset category
3. The historical results of business operations, including historical income statement extern
balance sheets, cash flow statements, and capital statements
4. The prospective results of business operations, including current budgets, plans, forecasts, and
projections prepared for any purpose Information from these internal data sources can be used in the
goodwill valuation.
External Data Source :-
For certain industries (principally professional practices), there are publications, periodicals, and
online data sources that report on the goodwill components of actual business sale transactions.
Some of these data sources are listed in the next section
Bank M&A Weekly (Charlottesville, VA: SNL Financial, weekly). Bank M&A Weekly is
the only source dedicated to comprehensive coverage of bank and thrift industry
consolidation, including branch deals and other asset transactions. Delivered via e-mail
every week, each issue includes key deal ratios, buyer and target financials, industry trends,
and feature stories
The Lawyer’s Competitive Edge: The Journal of Law Office Economics and Management
(Eagan, MN: West, monthly). Practical management information to minimize falling profits,
client loss, and employee dissatisfaction.
Merger & Acquisition Survey of Architecture, Engineering, Planning & Environmental
Consulting Firms (Natick, MA: Zweig White & Associates, annual).
3. Capitalization Method
goodwill below this technique is observed by capitalizing the super profits on the premise of the
traditional rate of come back. This technique assesses the capital required for earning the super
profit.
4.ANNUITY METHOD
It is a refinement of the super profit method. Since super profit is expected to arise at different
future time periods, it is not logical to simply multiply super
profit into number of years for which that super profit is expected to be maintained. Further future
values of super profits should be discounted using appropriate discount factor. The annuity method
got the nomenclature because of suitability to use annuity table in the discounting process of the
uniform super profit. In other words, when uniform annual super profit is expected, annuity factor
can be used for discounting the future values for converting into the present value. Here in addition
to the factors considered in super profit method, appropriate discount rate is to be chosen for
discounting the cash flows.
This method considers the time value of money. Here, we consider the discounted value of the super
profit.
Super profit is that the more than predictable future rectifiable profits over traditional profits. An
enterprise might possess some benefits that change it to earn additional profits over and on top of
the conventional profit that may be attained if the capital of the business was endowed in another
business with similar risks. The goodwill below this methodology is observed by multiplying the
super profits by a bound range of year's purchase.
Steps concerned in calculative Goodwill below Super Profit Method:
Step 1: Calculate capital used (it is that the combination of Shareholders' equity and future debt or
fastened assets and current internet assets).
Step 2: Calculate traditional Profits by multiplying capital used with a traditional rate of come back.
Step 3: Calculate average rectifiable profit.
Step 4: Calculate the Super Profit as follows:
Super Profit = Average rectifiable profits - traditional Profits.
Step 5: Calculate goodwill by multiplying super profit
Goodwill = Capitalized worth - net assets of the business.
If the value of annuity is not given, it can be calculated with the help of following formula :