Reporting Historical Cost for Intangible Assets Rather Than Fair Value

Question: Much was made in earlier chapters about the importance of painting a portrait that fairly presents the financial health and future prospects of an organization. Many companies develop copyrights and other intangible assets that have incredible value but little or no actual cost.

Trademarks provide an excellent example. The golden arches that represent McDonald’s must be worth many millions, but the original design cost was probably not significant and has likely been amortized entirely to expense by now. Could the balance sheet of McDonald’s possibly be considered fairly presented if the value of its primary trademark is omitted?

Many other companies, such as Walt Disney, UPS, Google, Apple, Coca-Cola, and Nike, rely on trademarks to help create awareness and brand loyalty around the world. Are a company’s reported assets not understated if the value of a trademark is ignored despite serving as a recognizable symbol to millions of potential customers? With property and equipment, this concern is not as pronounced because those assets tend to have significant costs whether bought or constructed. Internally developed trademarks and other intangibles often have little actual cost despite the possibility of gaining immense value.

Answer: Figures reported for intangible assets such as trademarks may indeed be vastly understated on a company’s balance sheet when compared to fair values. Decision makers who rely on financial statements need to understand what they are seeing. U.S. GAAP requires that companies follow the historical cost principle in reporting many assets. A few exceptions do exist, and several are examined at various points in this textbook. For example, historical cost may have to be abandoned when applying the lower-of-cost-or-market rule to inventory. The same is true when testing property and equipment for possible impairment losses. Those departures from historical cost were justified because the asset had lost value and financial accounting tends to be conservative. Reporting an asset at a balance in excess of its historical cost basis is much less common.

In financial accounting, what is the rationale for the prevalence of historical cost, which some might say was an obsession? As discussed in earlier chapters, cost can be reliably and objectively determined. It does not fluctuate from day to day throughout the year. It is based on an agreed-upon exchange price and reflects a resource allocation judgment made by management. Cost is not a guess, so it is less open to manipulation. Although fair value may appear to be more relevant, various parties might arrive at significantly different estimates of worth. What is the true value of the golden arches to McDonald’s as a trademark? Is it $100 million or $10 billion? Six appraisals from six experts could suggest six largely different amounts.

Plus, if the asset is not going to be sold, is the fair value of much relevance at the current time?

Cost remains the basis for reporting many assets in financial accounting, though the use of fair value has gained considerable momentum. It is not that one way is right and one way is wrong. Instead, decision makers need to understand that historical cost is the generally accepted accounting principle normally used to report long-lived assets such as intangibles. The use of historical cost does have obvious flaws, primarily that it fails to report any appreciation in value no matter how significant. Unfortunately, any alternative number that can be put forth as a replacement also has its own set of problems. At the present time, authoritative accounting literature holds that historical cost is the appropriate basis for reporting intangibles.

Even though fair value accounting seems quite appealing to many decision makers, accountants have proceeded slowly because of potential concerns. For example, the 2001 collapse of Enron Corporation was the most widely discussed accounting scandal to occur in recent decades. Many of Enron’s reporting problems began when the company got special permission (due to the unusual nature of its business) to report a number of assets at fair value (a process referred to as “mark to market”).Unique accounting rules have long existed in certain industries to address unusual circumstances. College accounting textbooks such as this one tend to focus on general rules rather than delve into the specifics of accounting as it applies to a particular industry. Because fair value was not easy to determine for many of those assets, Enron officials were able to manipulate reported figures to make the company appear especially strong and profitable.For a complete coverage of the history and ramifications of the Enron scandal, both the movie and the book The Smartest Guys in the Room are quite informative and fascinating. Investors then flocked to the company only to lose billions when Enron eventually filed for bankruptcy. A troubling incident of this magnitude makes accountants less eager to embrace the reporting of fair value except in circumstances where very legitimate amounts can be determined. For intangible assets as well as property and equipment, fair value is rarely so objective that the possibility of manipulation can be eliminated.

Acquiring a Company to Gain Control of Its Intangibles

Question: Although a historical cost basis is used for intangible assets rather than fair value, Microsoft Corporation still reports $13.3 billion as “goodwill and intangible assets, net” while Yahoo! indicates similar balance sheet accounts totaling $3.9 billion. Even the size of these numbers is not particularly unusual for intangible assets in today’s economic environment. As of June 30, 2011, for example, the balance sheet for Procter & Gamble listed goodwill of $57.6 billion and trademarks and other intangible assets, net of $32.6 billion. If historical cost is often insignificant, how do companies manage to report such immense monetary amounts for their intangible assets?

Answer: Two possible reasons exist for a company’s intangible asset figures to grow to incredible size. First, instead of being internally developed, assets such as copyrights and patents are often acquired from outside owners. Reported asset balances then represent the historical costs of these purchases which were based on fair value at the time of the transaction. Large payments may be necessary to acquire such rights if their value has already been firmly established.

Second, Microsoft, Yahoo!, and Procter & Gamble could have bought one or more entire companies so that title to a multitude of assets (including a possible plethora of intangibles) was obtained in a single transaction. In fact, such acquisitions often occur specifically because one company wants to gain valuable intangibles owned by another. In February 2008, Microsoft offered over $44 billion in hopes of purchasing Yahoo! for exactly that reason. Yahoo! certainly did not hold property and equipment worth $44 billion. Microsoft was primarily interested in acquiring a wide variety of intangibles owned by Yahoo! Although this proposed takeover was never completed, the sheer size of the bid demonstrates the staggering value of the intangible assets that companies often possess today.

If a company buys a single intangible asset directly from its owner, the financial reporting follows the pattern previously described. Whether the asset is a trademark, franchise, copyright, patent, or the like, it is reported at the amount paid. That cost is then amortized over the shorter of its estimated useful life or legal life. Intangible assets that do not have finite lives are not amortized and will be discussed later in this chapter.

Reporting the assigned cost of intangible assets acquired when one company (often referred to as “the parent”) buys another company (“the subsidiary”) is a complex issue discussed in more detail in Chapter 12 "In a Set of Financial Statements, What Information Is Conveyed about Equity Investments?". In simple terms, the subsidiary’s assets (inventory, land, buildings, equipment and the like) are valued and recorded at that amount by the parent as the new owner. The subsidiary’s assets and liabilities are consolidated with those of the parent. In this process, each intangible asset held by the subsidiary that meets certain requirements is identified and recorded by the parent at its fair value. The assumption is that a portion of the price conveyed to purchase the subsidiary is being paid to obtain these intangible assets.

To illustrate, assume Big Company pays $10 million in cash to buy all the capital stock of Little Company. Consolidated financial statements will now be necessary. Little owns three intangibles (perhaps a copyright, patent, and trademark) that are each worth $1 million. Little also holds land worth $7 million but has no liabilities. Little’s previous net book value for these assets is not relevant to Big, the new owner.

Following the takeover of Little, Big reports each of the intangibles on its balance sheet at its cost of $1 million (and the land at $7 million). The acquisition price is assumed to be the historical cost paid by Big to obtain these assets. A parent that buys many subsidiaries will frequently report large intangible asset balances as a result. When Big purchases Little Company, it is really gaining control of all these assets and records the transaction as shown in Figure 11.3 "Big Company Buys Little Company, Which Holds Assets with These Values".

Figure 11.3 Big Company Buys Little Company, Which Holds Assets with These Values