REPRINT PERSPECTIVES ON THE CAPITAL MARKETS S U M M E R 2 0 1 7 Goodwill—Conditional Non-Operating Value to the Buyer Sellers should also be aware of how buyers will value goodwill. by Mark Working hen a purchase price exceeds the VALUES OF GOODWILL 40% amount of a target’s tangible net as- Effective 35% sets, the excess purchase price is called Tax 40.0% 30% W Rates goodwill. Depending on transaction structure, 25% this goodwill can be amortized as an expense to 35.0% reduce taxable income, which provides incre- 30.0% mental value to a buyer by increasing after-tax cash flow. Although buyers are acutely aware 25.5% of this value, it is often not explicitly accounted 20.0% for in a purchase price. Just as it is important 15.0% for a seller to convey to the market the valuable VALUEAS % OF GOODWILL elements of a company’s operations, articulat- 10.0% ing the value of this tax shield asset should not 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% be overlooked. DISCOUNT RATE Goodwill—why Does it Matter? In order for the buyer to gain the value of 4% in North Carolina to 12% in Iowa. When the tax shield created as a result of goodwill, the Factors That Determine you work through the arithmetic, the value transaction must be structured as a purchase of Goodwill Value can be quite different. $50 million of goodwill assets (either in a true asset sale or a sale of stock to a C-corporation buyer located in a state like or interests with both parties agreeing to a tax n Transaction type Washington, which has no state income tax, would be valued at approximately $15 million, election to be treated as an asset sale). n When the seller entity is a pass through Purchase price while a wealthy individual gaining the good- entity (e.g., S-corporation, limited liability n Asset composition will through its LLC located and taxed in Iowa company, or partnership), usually the seller is would value the same amount of goodwill at indifferent to this election. The one primary n Buyer size, profitability, and type over $20 million. exception is that in an asset sale treated transac- Goodwill is less valuable when there is tion, assets are required to be to be revalued at n Effective tax rate of the buyer doubt or delay in its utilization. The prob- market value. If the company is an asset-heavy ability of generating sufficient taxable income business and the assets have been depreciated retained by the company. The primary factors to utilize the goodwill is much like a credit below market value, the markup in value, re- affecting the value of this tax shield then are decision relative to having sufficient cash flow ferred to as a “step-up,” is taxed at ordinary in- the buyer’s marginal tax rate and the likelihood to cover debt service. As the margin between come rates instead of capital gain rates. There- of taxable income being generated during the projected cash flow approaches the amount fore, the election will only make sense when 15-year window to which the goodwill can be of debt service, interest rates climb. Likewise, the value of the goodwill exceeds the cost of the applied. The value of the tax shield created is as projected taxable income approaches the step-up. the present value of the expected tax savings, amount of goodwill, the discount rate also In the case in which the seller’s company is discounted by the appropriate discount rate for climbs. Even if the buyer projects to be able to a C-corporation, there is virtually no set of cir- the projected usage. use the tax shield, the value of it could be cut in cumstances in which the value of the goodwill But, that’s where it gets interesting, as not half as the probability declines. to the buyer would offset the double taxation every buyer is taxed the same or has the same The above graph shows the possible range of an asset sale and, therefore, the value of the taxable income profile. in values of goodwill depending on the likeli- goodwill tax shield is forfeited. Effective tax rates can vary depending on hood of its use and the effective tax rate of the How ValuaBle is Goodwill the taxable entity. Corporations aren’t taxed at buyer. tO the Buyer? the same rate as are individuals, which makes The present value of goodwill in a trans- The value of goodwill to a buyer depends the tax shield more valuable to owners of pass action can vary significantly depending on a on a number of factors. For tax purposes, through entities (S-corporations or LLCs) number of factors: goodwill is amortized on a straight-line basis when the owners are top bracket tax payers. n Transaction Type Owners of C-corpora- over 15 years. As a non-cash deduction against Additionally, the employment of state level tions will likely not be able to benefit in a sale taxable income, it essentially reduces the effec- income taxes can change the equation. Forty- transaction from goodwill enhancing the pur- tive tax rate and increases the amount of cash four states levy a state income tax, ranging from chase price. (continued p.2) 1 INSIGH T REPRINT S U M M E R 2 017 n Purchase Price The price has to be in ex- of one party might have little or no value to buyer. Sellers should be aware of this value, cess of the value of the tangible assets or there is another. A very profitable corporation might but also recognize the amount of value is con- no goodwill. value the goodwill tax shield very high while a ditional upon many factors. Buyers should n Asset Composition Asset-lite businesses private equity firm that applies high leverage or carefully consider the value of the tax asset to are likely to have the value of intangible assets a corporation with large net operating losses, them in their situation, while sellers should be a greater proportion of the business, and might put less value on the goodwill. make sure to communicate this potential value therefore generate more goodwill. n Effective Tax Rate of the Buyer Not only as part of a process, while also considering how n Buyer Size, Profitability, and ypeT The the federal tax rate (corporations versus indi- different suitors may or may not value goodwill more taxable income there is to which the viduals), but also the existence of state income in the context of the broader transaction. zs goodwill tax shield can be applied makes the taxes, can affect the value equation for goodwill. goodwill more valuable. What this means is Conclusion that a potentially valuable asset in the hands Goodwill can be a valuable asset for the aBOUT ZaCHARY sCOTT Zachary Scott is an investment banking and financial advisory firm founded in 1991 to serve the needs of privately held, middle-market companies. The firm offers a unique combination of in-depth knowledge of the capital mar- kets and industry competitive dynamics, sophisticated analytical capabilities, and proven expertise in structuring and negotiating complex transactions. For more information on Zachary Scott, go to ZacharyScott.com. 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