Business Valuation Reports based on historical Financial Reports and Projects for the future, supported by marketing strategies and economic data alone, often does not give confidence in the Value of an entity. One of the root causes is lack of disclosure about intangible assets comprising of Intellectual Property (IP) and Intellectual Property Rights (IPRs), besides other unaccounted intangible assets. The lack of disclosure is due to the fact that internally generated IP Assets (IPAs) are not recognised under the International Financial Reporting Standards (IFRS) and need not be disclosed, except in management reports, which is optional.
The second reason for undervaluation of an entity, are due to difference in concepts and definitions of intellectual property under accounting standards and valuation standards. In order to accurately identify intangibles and intellectual property assets, the clear understanding of such concepts is of paramount importance. For instance:
- Definition of IP: According the definition by World Intellectual Property Organisation (WIPO), IP refers to creations of human intellect or mind, which comprises of inventions, literary and artistic works, symbols, names, images, and designs used in commerce.
- Intellectual Capital: This term can be considered as equivalent to the definition of Intangible Assets. According to WICI Report 2016, it states, “Intellectual Capital encompasses the internal (competencies, skills, leadership, procedures, know-how, etc.) and external (image, brands, alliances, customer satisfaction, etc.) intangibles which are dynamically inter-related and available to an organization, thereby enabling it to transform a set of tangibles, financial and human resources into a system capable of pursuing sustainable value creation.”
- Intangible Assets: An Intangible Asset (IA) unlike physical substances, manifests itself by its economic properties through granting certain rights and economic benefits to its owner. IAs are identified and described by their characteristics in terms of ownership, functionality, market position and image. (IVS 210) This definition implies that IAs are inclusive of IPAs.
- Intangible Assets under IFRS-38: An identifiable non-monetary asset without physical substance. This is a very broad concept which encompasses IPAs, IAs and Goodwill.
- Goodwill: Intangible asset must be identifiable otherwise it is termed as goodwill, which can be either internally generated or recognized after mergers and acquisition. Goodwill recognized should be capable of generating future economic benefits to an entity. However, under IFRS-38, internally generated goodwill is not recognized as an asset, because it is not identifiable, separable and does not arise from contractual or other legal rights.
In view of the above, it is evident that in the modern era of technological advancements, there will be hardly any company which does not have a certain level of resource, which is unaccounted due to the fact that it falls under the categories of IAs, IPAs and IPRs.
Therefore, in order to assess the missing value of a company, the following initial steps are crucial:
Step-1: Conduct an IPA Audit to identify the readily identifiable assets like Registered Trademarks, Copyrights, Industrial Designs, Patents, and IPRs like licenses if any to third parties and any licenses from third parties, including cross-licenses. This may also include items like in-house work manuals, databases, recipes, franchise agreements, publications and product/process know-how.
Step-2: Conduct IA Audit to identify all other intangibles which are being used or could be useful in revenue generation processes. This audit process will identify remaining unaccounted assets like Corporate Brand, Individual Product Brands, Trade Dress, Goodwill, Product Certification, Export Certifications, Regulatory Approvals, Distribution Agreements, and Procurement Networks, Client lists, and Websites, Marketing and Advertising Banners (Billboards).
The valuation of each of the above intangibles whether IPAs or IAs is a complex exercise. Furthermore, each IPA may have multiple types of IPRs, each with its own cashflow streams. The process of valuation of such assets can neither be lumped under Market Valuation Approach or Income Approach based on Company level Cashflow Projections provided by the management.
Challenges of IPAs and IPR Valuation
- Similar but Dissimilar: No two IP assets are the same. When an IPA is protected by rights such as patents and trademarks, where a requisite for obtaining such rights is that the IP is novel and original.
- No Comparable: Uniqueness of IP makes comparisons with other IP difficult, thereby limiting the usefulness of comparison-based pricing.
- Need Expertise for Making Assumptions: Traditional valuation methods will involve assumptions and judgement by the valuer. These must be based on the customized, rigorous analysis of the IP within its business and valuation context, together with market significance, R & D in the industry, competitor alternatives, and economic outlook.
In short, the valuation of Intangibles is multi-facet exercise. Knowledge of applied law, economics, finance, accounting, and investment decision making models is a basic requisite. It is highly recommended to avoid conducting any valuation based on conventional industry practices or well touted norms. The valuation of intangibles requires a solid theoretical and expertise-based framework.
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