Goodwill Law and Legal Definition
Good will is an assetof a business that may be bought and sold in connection with the business. Goodwill is a marketplace advantage of customer patronage and loyalty developed with continuous business under the same name over a period of time. It may be bought and sold in connection with a business, and the valuation is a subjective one.
Good will is an attribute of a business, and thus anyone who maintains a competitive business that offers goods or services may acquire it and insist on its protection. Good will can be sold in a sales contract; and will be governed by the ordinary rules of contract law. Where a contract transfers a business and its good will, the transferee may compete with the transferor's business unless a clause not to compete is expressly included in the contract.
Goodwil is valued by different methods. Two methods, among others, include:
- Residuum approach- under this method, goodwill is calculated as the difference between the purchase price and the fair market value of an acquired company’s assets.
- Excess profits approach- under this method, the present value of the projected future excess earnings over normal earnings for similar businesses is recorded as goodwill. Due to uncertainty of future earnings, valuing goodwill using this method is imprecise.
Goodwill is a type of intangible business asset. It is defined as the difference between the fair market value of a company's assets (less its liabilities) and the market price or asking price for the overall company. In other words, goodwill is the amount in excess of the company's book value that a purchaser would be willing to pay to acquire it. A combination of advertising, research, management talent, and timing may give a particular company a dominant market position for which another company is willing to pay a high price. This ability to command a premium price for a business is the result of goodwill. If a sale is realized, the new owner of the company lists the difference between book value and the price paid as goodwill in financial statements.
The sale of a business may involve a number of intangible assets. Some of these may be specifically identifiable intangibles—such as trademarks, patents, copyrights, licensing agreements—that can be assigned a value. The remaining intangibles—which may include the business's reputation, brand names, customer lists, unique market position, knowledge of new technology, good location, and special skills or operating methods—are usually lumped into the category of goodwill. Although these factors that contribute to goodwill do not necessarily have an assignable value, they nonetheless add to the overall value of the business by convincing the purchaser that the company will be able to generate abnormally high future earnings.
Although goodwill undoubtedly has value, it is still an intangible asset and as such is not recorded on a company's books. In fact, many companies use a value of one dollar for goodwill in their everyday accounting procedures. Many companies could be sold for a premium price based on the good reputation they have established. But such goodwill is never recorded on the books until an actual acquisition occurs. The acquisition price determines the amount of goodwill that is recorded following the purchase of a company. For example, if a small business with assets of $40,000 is purchased for $50,000, then the purchaser records $10,000 of goodwill.
In general, determining the sales price of a business begins with an assessment of its equity, which includes tangible assets such as real estate, equipment, inventory, and supplies. Then an additional amount is added on for intangible assets (sometimes called a "blue sky" amount), which may include things like patent rights, a trade name, a non-compete clause, and goodwill. Experts note that in small business sales, the combined total of "blue sky" additions should rarely be more than a year's net income, because few purchasers are willing to work longer than that for free. For public companies, the amount of goodwill is often dependent on the vagaries of the stock market. Since the share price determines the purchase price, the value attributed to goodwill may fluctuate wildly during the course of an acquisition.
Standard accounting procedures state that, following an acquisition, the purchaser should amortize goodwill over a period of 15 years using the straight-line method. In other words, one-fifteenth of the original amount attributed to goodwill is deducted each year. Since this writeoff period is longer than that required for most tangible assets, it is usually a good idea to allocate as much of the purchase price as possible to business equipment. The shorter depreciation period would enable the purchaser to accelerate deductions and thus achieve earlier tax savings.
On occasion, the goodwill booked after the sale of a business may be written down or reduced. Such occasions usually occur because of some larger shift within the market in which the business is active, a shift that causes a reevaluation of the business. An example of such is the mobile phone market. During the 2000s the market grew quickly, as many new companies entered the market, and many mergers and acquisitions occurred. In late 2005 and early 2006 T-Mobile and Vodafone announced large write-downs of the goodwill on their books in order to more accurately reflect the competitive marketplace in which they operate.
Over the years, there has been some dissatisfaction expressed with the way that goodwill is handled for accounting purposes. First, since goodwill is sometimes a huge component of a company's acquisition price (particularly in the case of large public companies), the amortization of goodwill can have a significant negative effect on the purchaser's net income. Second, the treatment of goodwill under U.S. law differs from many other countries, which sometimes puts American companies at a disadvantage in international mergers and acquisitions.
SEE ALSO Business Appraisers
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Best, Jo. "T-Mobile Goodwill Gut by 1.5 Billion Euros." Mobile and Wireless. Silicon.com Available from http://networks.silicon.com/mobile/0,39024665,39156963,00.htm 3 March 2006.
Bragg, Steven M. Accounting Best Practices. John Wiley, 1999.
Weatherholt, Nancy D., and David W. Cornell. "Accounting for Goodwill Revisited." Ohio CPA Journal. October-December 1998.
Hillstrom, Northern Lights
updated by Magee, ECDI