Intangible assets valuation case:
Goodwill valuation case
Case
Client: Company A
Assessment object: Goodwill of Company A
Purpose of assessment: Shareholding restructuring of Company A
Basic date of assessment: July 31, 2002
Evaluation method: residual income Law
We have implemented the verification and review of the legal documents, accounting records and related materials provided by Company A, and conducted necessary property rights verification and verification on the asset list submitted by Company A according to the generally recognized principles of property rights definition. On the basis of on-site inspection and verification of assets, necessary market research and comparison of transaction prices, we made an overall objective and objective assessment of the market value of all assets designated by Company A on July 31, 2002. A fair assessment opinion, and then a fair judgment on the price of Company A’s goodwill.
1. Valuation method
First, we use the income present value method to evaluate all the assets of Company A, and then, after deducting the valuation, we use the replacement cost method or the current market value method. The remaining amount of Company A's various tangible assets and identifiable intangible assets can be judged as the price of Company A's goodwill. This method is the income residual method.
The income present value method refers to an asset evaluation method that determines the price of the asset being evaluated by estimating the future expected income of the asset being evaluated and converting it into a present value. The basic steps are as follows:
1. Determine the future profit period of the assets being evaluated
Based on the operating cycle of Company A’s main production equipment, we determined that the expected future profit period of Company A’s assets being evaluated is 10 years.
2. Forecast future income
Forecast future income, that is, future cash flow (including future operating profit, future depreciation amount, expected residual value of fixed assets at the end of the income period and The expected recovery of current operating working capital) is forecasted. The specific steps are as follows:
(1) Company A’s products mainly include X and Y. Product X is the main raw material for industrial product Z. According to Company A’s income statement, product Sales volume data and national sales market forecasts for industrial products Z and For price prediction, the moving weighted average method and the index method are used to determine the future sales price; the future sales tax rate is determined based on the current average sales tax burden rate of Company A. Based on this, prepare a sales revenue and tax forecast table for the next three years.
(2) Based on the historical data of unit consumption and unit price of direct materials, fuel and power provided by Company A’s main product unit product cost table and relevant consumption quota statistics table, and taking into account the technological transformation and reduction of the enterprise Consumption, future market price changes, changes in import and export tariff rates and other factors, use regression analysis and index adjustment methods to determine the unit costs of future product direct materials and fuel power, and compile product direct materials and fuel power in the next three years. Unit cost forecast table; based on the historical data on salary expenses and workshop expenses provided by company A's main product unit product cost table and workshop expenses and corporate management fee detailed table, after making certain adjustments according to the requirements of the corporate accounting system, use the index adjustment method and the moving weighted average method to determine unit costs for direct labor and manufacturing overhead. Based on this, prepare a production cost forecast table for the next three years.
(3) Based on the historical data of corporate management fees, sales expenses and bank loan balances provided by Company A’s workshop expenses and corporate management fee schedules and bank loan schedules, according to the corporate accounting system issued by the Ministry of Finance After making certain adjustments to the requirements, consider the changing trends of corporate management expenses and sales expenses in the future, and use the moving weighted average method and the index adjustment method to determine the management expenses, sales expenses and financial expenses in the next three years. Based on this, we prepare forecast tables for administrative expenses, sales expenses and financial expenses.
(4) Use the data provided in the above sales revenue and tax forecast table, production cost forecast table, management expense, sales expense and financial expense forecast table, and based on the other business profits provided by the company's income statement Based on historical data, use the index adjustment method to determine other business profits in the next three years, and prepare an operating profit forecast table for the next three years based on this.
(5) Based on the operating profits in the next three years, use the moving weighted average method and the index adjustment method to comprehensively determine the operating profits in the next 10 years of income period.
(6) Based on the original value and net value of fixed assets after deducting the living fixed assets provided by Company A’s balance sheet and relevant fixed asset ledgers, use the straight-line method to determine the expected average value for the next 10 years. Annual depreciation amount and estimated residual value of fixed assets after 10 years.
(7) Use the number of self-owned working capital provided by Company A’s balance sheet in July 2002 as the residual value of working capital for 10 years.
3. Determination of the discount rate
The discount rate of the present value of income method is determined by comprehensively considering the average capital profit rate in the same industry and the lowest average return rate of social capital. In the income method evaluation of Company A, we use a discount rate of 8.5%.
4. Cash flow forecast
Based on the above cash flow forecast and the determined discount rate, prepare Company A's cash flow forecast and income present value method asset evaluation sheet for the next 10 years. (Considering that Company A’s financial expenses consisting of bank borrowing interest expenses and exchange losses have historical reasons, the operating profits for the next three years after deducting financial expenses cannot accurately reflect the income level of its actual assets. Therefore, when determining When cash flows, we add operating profit and financial expenses to form the profit number in cash flow).
2. Evaluation results
After implementing the above asset evaluation procedures and methods, the income method evaluation value of all assets of Company A for the purpose of reorganizing into a joint stock company was obtained. , deducting the assessed value of tangible assets and identifiable intangible assets based on the replacement cost method and the current market value method, we determined the fair market value of Company A’s goodwill on July 31, 2002 and reflected it as follows ( Unit: 10,000 yuan):
The total value of all assets assessed using the income method is 141,441.6
The assessed value of tangible assets and identifiable intangible assets is 138,190.8
Company A’s goodwill Appraisal value 3250.8
Intangible Assets Valuation Case (1)
Intangible Assets Valuation Case (1)
1. Valuation Project Name: Value of Company A’s Intangible Assets Valuation
2. Client and asset occupier: Company A (overview omitted)
3. Purpose of valuation: Provide information for Company A to invest its assets in a joint-stock company under formation Price basis for intangible assets.
4. Scope and object of evaluation: Company A’s intangible assets.
5. Evaluation base date: July 31, 1998
6. Evaluation basis
(1) "Asset Evaluation Operation Specifications" of the State-owned Assets Administration Opinions (Trial)";
(2) "China Machinery Industry Yearbook (1997) gt; gt;;
(3) The National Ministry of Finance issued on June 9, 1998 Announcement No. 5 of 1998;
(4) Announcement of the People's Bank of China on Adjusting Deposit and Loan Interest Rates on June 30, 1998;
(5) China Economic Prosperity Monitoring Center 1998 The monitoring indicators for the production and operation performance of state-owned enterprises from l to June 1998 were announced on June 30, 2008.
(6) The company’s annual financial statements from 1994 to 1997 provided by Company A.
(7) Patent certificate and scientific and technological achievements appraisal certificate provided by Company A.
VII. Inventory of intangible assets of Company A
Intangible assets refer to non-independent entities controlled by specific entities, which can continue to play a long-term role in production and operation and bring economic benefits. all economic resources.
The specific forms of intangible assets include special trains, proprietary technology, trademarks and goodwill, etc. The criterion for judging whether an enterprise has intangible assets is whether there are excess returns in its operating results. Excess returns refer to the excess of a company's returns over its average returns.
(1) Company A has intangible assets
Company A is an industrial enterprise that mainly produces and sells vibrating machinery in mining and metallurgical equipment. In order to determine whether the company has intangible assets, we conducted a relatively large amount of investigation work and then made a determination based on analysis. Based on the four-year annual financial statements from 1994 to 1997 provided by Company A, we compiled the statistical and analysis tables of Company A's financial data from 1994 to 1997 (see Table 1 for details) to determine whether Company A has excess earnings. The following analysis was performed. The assessment of excess income mainly depends on whether the company's net sales profit margin and net asset profit margin exceed the industry, industrial and social average levels. Company A's net sales profit margin was stable at 12.32% to 13.34% from 1994 to 1997, with the four-year average of 12.70%, maintaining a fairly high level. Company A belongs to the mining and metallurgical machinery manufacturing industry. According to the "China Machinery Industry Yearbook 1997", the national independently calculated sales profit rate of the mining and metallurgical machinery manufacturing industry in 1996 was -2.74%. According to the latest data released by the China Economic Prosperity Monitoring Center, the sales profit margin of 58,000 industrial enterprises at the end of June 1998 was 0.2%. It can be clearly seen from the above data that Company A's net sales profit margin greatly exceeds the average level of the same industry and the average level of industrial enterprises. Company A's net asset profit margin from 1994 to 1997 ranged from 8.19% to 10.84%, and increased year by year. Its four-year average was 10.05%. According to the "China Machinery Industry Yearbook 1997", the asset profit rate of the national independently calculated mining and metallurgical machinery manufacturing industry in 1996 was 1.18%. According to the latest data released by the China Economic Prosperity Monitoring Center, the asset profit rate of 58,000 industrial enterprises in June 1998 was -0.1%. The following comparison can be made with the level of asset income in society. Assuming that the total assets of the enterprise are sold into cash and deposited in the bank to obtain legal interest, according to the one-year fixed bank deposit interest rate of 5.67% in 1997, it can be considered as an indicator of the average level of social welfare. Company A's average return on assets in the first four years was 10.05%, which was 1.77 times the social return level of 5.67%. The return on assets in the first four years has greatly exceeded the average return on assets of the same industry, industrial enterprises and society. While the same industry and the national state-owned industries are losing money on average and as a whole, Company A maintains a high level of net sales profit margin and net asset profit margin and is increasing year by year. Compared with the company's bank deposit interest rate as the average social income level, the former is 77% higher than the latter. All the above show that Company A has high excess returns, so we determine that the company has intangible assets.
Statistical and analysis table of financial data of Company A from 1994 to 1997
Table 1 (Unit: Yuan)
Serial number name Annual data Total average of previous years
94 95 96 97
1 Annual sales revenue 1652.08 2291.45 2855.72 3462.88 10262.13 2565.53
Annual increase 639.37 564.27 607.16 1810.80 603.60
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year Growth rate 38.70% 24.63% 21.26% 27.98%
2-year total profit 315.72 421.35 568.44 642.62 1945.16 486.29
3-year net profit 209.54 282.31 380.86 430.55 13 03.26 325.82
Annual increase 72.77 98.55 49.69 221.01 73.67
Annual growth rate 34.73% 34.91% 13.05% 27.13%
4 Total assets 2257.96 2944.24 3493.51 3971.31 3241.76
5 Net sales profit margin 12.68% 12.32% 13.34% 12.43% 12.70%
6 Net asset profit margin 8.19% 9.59% 10.90% 10.84% ??10.05%
(2) Intangible assets of Company A Existence form and asset inventory
We have done a lot of research in the company on the issue of which intangible assets the high income obtained by Company A comes from. We investigated various functional departments and research institutes in each workshop, and held symposiums with the participation of various personnel. From product research, design, development, to product production technology and testing, from the quality of existing technicians and skilled workers to the company's talent investment, from technology to management, we have done some investigations. The investigation shows that technical assets are the main body of intangible assets of Company A. This can be proved from the following facts.
1. Since the "Seventh Five-Year Plan", the company has undertaken and completed 35 ministerial, provincial and municipal science and technology plan projects (including 12 provincial and ministerial-level projects (see Table 2)) and won 28 various science and technology awards. (Table 2 omitted)
2. Since 1991, it has obtained 6 national patents for utility models, see Table 3. We checked these patents. Items 1, 2, and 6 in Table 3 have exceeded the patent protection period. The other items have been certified in writing by the Patent Service Center of City B, confirming that they are legal and valid patents.
Company A's Patent Summary Table 3
Sequence Patent name Patent number Application date Approval date Patentee
l High temperature resistant vibration motor 91202670.7 1991.2.1 1992.1 .8 Vibration Machinery Research Institute of Company A
2 Hot mineral vibrating screen 91202673.1 1991.2.11 1992.6.10 Vibration Machinery Research Institute of Company A
3 Biaxial vibrator zL93211310.9 1993.5. 4 1993.12.4 Company A
4 Low-noise and high-efficiency vibration pan ZL95218106.1 1995.7.19 1996.5.27 Company A
5 Self-vibrating screen surface ZL95219107x 1995.7.19 1996.6.1 A Company
6 Movable Lined Vibrating Mill Screen 89228548.9 1989.12.2 1990.11.2 A Company Vibration Machinery Research Institute
3. Since 1994, it has been established by the National Science and Technology Commission, China Industrial and Commercial Bank of China, and the National Ministry of Labor. The State Administration of Foreign Experts Affairs and the State Administration of Technical Supervision jointly awarded the company's "microcomputer controlled high-precision and low-noise batching system", the SL3075 double-channel cold mineral vibrating screen and the DRS hot mineral vibrating screen as national-level new product certificates. .
4. In 1987, Company A's Vibration Machinery Research Institute was established in this company, the first in the province, specializing in the research and development of new vibration machinery products.
5. In December 1996, the company received a certificate from the State Science and Technology Commission and the Bureau of Technical Supervision as an Advanced Unit in Computer-Aided Design CAD Application Engineering. Moreover, in its application, it has achieved practical results in improving the technical volume of new product design and accelerating the design speed to meet market demand.
6. In November 1997, it passed the IS09001 quality system certification, which enabled the company to comprehensively strengthen its management and reach a new level.
7. The company attaches great importance to the improvement of detection methods and has invested heavily in establishing a large-scale industrial vibration machinery simulation device, which is at the domestic advanced level.
8. Work hard on intellectual talents. More than 30 experts have been hired from universities, research institutes and large enterprises to serve as technical advisers, and some have also held practical positions. In 1998 alone, it attracted more than 100 college and technical secondary school graduates. In particular, Company A, with less than 800 employees, established its own postgraduate courses with the support of prestigious domestic universities. Investment in intelligence improves the technical quality of workers. In particular, it laid a good foundation for the company to transition from a labor-intensive development to a technology-intensive enterprise and achieve breakthrough development.
9． Since 1987, he has received various certificates and 58 trophies. These awards come from the National Science and Technology Commission, the Ministry of Agriculture, the Ministry of Labor, the Technical Supervision Bureau, the Bureau of Foreign Experts Affairs, the Henan Provincial Government and relevant commissions and bureaus, Municipal Government B; Industrial and Commercial Bank of China, etc. The awards include provincial Science and Technology Progress Awards, national , ministerial, provincial, and municipal new product awards—provincial science and technology enterprises and provincial patent advanced units, etc. These numerous scientific and technological achievements and basic work and achievements in related technologies have enabled Company A to rapidly develop into 25 series of vibration machinery products with nearly a thousand specifications. The products sell well in 28 provinces, municipalities and autonomous regions across the country, and are exported to Southeast Asia and the Middle East. Used by Shougang, Baosteel, Baotou Steel, Qingdao Glass Instruments and Luoyang Refractory Materials Factory.
8. Calculation of Appraisal Value
The excess income method is used to calculate the appraisal value, that is, the excess income is converted into the present value using an appropriate discount rate, and then the sum is added. This results in the estimated value of the intangible assets.
The idea of ??assessment and estimation is to take the intangible assets as a whole, and calculate the overall assessed value of the intangible assets by capitalizing the excess income during the excess income period. Then, according to the contribution of each intangible asset to excess income, the overall assessed value of the intangible assets is divided into the assessed values ??of each intangible asset.
(2) Calculation formula
n
p=ZF, (1+r)-t (Formula 1)
t =1
In the formula, p—the assessed value of the asset being evaluated (10,000 yuan)
F,—the expected excess return in the future t year (10,000 yuan)
t—Future year sequence
n—Remaining economic life of the asset being evaluated (years)
r—Discount rate (%)
(Three )Calculation and determination of evaluation parameters
1. The expected excess income (Ft) in the future years
The net profit obtained from product sales, that is, after income tax, is used as income.
The calculation formula is:
Annual excess income = Annual income of the enterprise - Appraisal value of the enterprise’s tangible assets × Social average return on assets (Formula 2)
(1 ) Forecast of corporate annual income
From Table 1, we can see that the company's sales revenue increased by an average of 6.036 million yuan per year from 1994 to 1997. Our analysis shows that this momentum will continue into the next 3 years, remain flat in the 4th to 5th years, and sales revenue will decline in the 6th to 7th years. From Table 1, we know that the company's net sales profit adjustment rate in the first four years averaged 12.70%. Substitute the above data into (Formula 3).
Future company's annual income = future company's annual sales revenue (53) 12.70% = 4669.94 × 12.70% = 593.08 (10,000 yuan)
The annual income of the company in the next 3, 4, and 5 years = (4669.94 × 603.53) × 12.70 %=5273.47"×12.70%=669.73 (10,000 yuan)
Annual income of the enterprise in the next 6 years=(5273.47-603.53)×12.70%=4669 ．94×12.70%=593.08 (10,000 yuan)
The company’s annual income in the next 7 years = (4669.94-603.53)×12.70%=4066.41×12.705 = 516.43 (ten thousand yuan)
(2) Appraisal value of corporate tangible assets
Tangible assets in this evaluation refer to current assets, buildings, projects under construction and machinery Equipment. The assessed value of tangible assets this time is 56.7048 million yuan.
(3) Social average asset return rate:
The social average return rate is taken as of July 1, 1998. The one-year bank time deposit interest rate announced by the People's Bank of China is 4.77%. Substituting the above data into formula 2,
The annual excess return for all future years:
F1＝516 ．43-5670.48×4.77%=245.95 (10,000 yuan)
F2＝593.08-5670.48×4.77%=322.60 (10,000 yuan)
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F3＝F4＝F5＝669.73-5670.48×4.77%＝399.25 (10,000 yuan)
F6＝593.08-5670.48×4． 77%=322.60 (10,000 yuan)
F7=516.43-5670.48×4.77%=245.95 (10,000 yuan)
2. Determination of the discount rate
The discount rate is the ratio that converts future income into the present value. We use the sum of the safe interest rate and the risk return rate as the discount rate, and adopt the 1998 regulations of the People's Bank of China. The bank's one-year fixed deposit annual interest rate effective from July 1, 1998 is 4.77%.
Risk-return rate: considering the contribution of the assessed intangible assets to the company's future earnings, there are uncertain factors such as market risks, operating risks, and technical risks. The risk-return rate must be included in the discount rate. According to the "Opinions on Asset Assessment Operation Standards (Trial)", the risk-return rate is generally 3% to 5%. We set it as 5% based on the principle of stability (the higher the risk reporting rate, the lower the assessment value).
Discount rate r=4.77% + 5%=9.77%
3. Future time series (t)
Since the assessment base date is July 31, 1998, the first year in the future refers to August 18, 1998 to July 31, 1999. The rest can be deduced by analogy.
4． The remaining economic life of the assessed asset (n)
The remaining economic life refers to the remaining years during which the assessed intangible asset can generate excess earnings for the enterprise in the future. There are a variety of technical assets within the scope of assessment, and we will consider them comprehensively before identifying them. In the machinery industry, generally speaking, the economic life of technology is about 10 years. We estimate conservatively and take n=7 years.
(4) Calculation of appraised value
Using Formula 1 to calculate the overall appraised value of Company A’s intangible assets is 16.316 million yuan.
As mentioned earlier, Company A’s intangible assets are mainly concentrated in seven technical assets such as hot ore vibrating screens. Based on the on-site inspection and analysis and listening to the opinions of Company A’s senior managers, we divided the overall assessment value of intangible assets as follows according to the contribution of each technical asset to corporate income (see Table 5 for details). As Company A’s various items Appraised value of intangible assets.
Intangible assets evaluation results
Table 5 Unit: Yuan
Serial number Technical asset name Category Proportion evaluation value
1 Hot mineral vibrating screen Proprietary technology 40% 6526400
2 Self-vibrating screen surface patent and related technology 15% 2447400
3 T Gua 3075 Dian Yuan equal thickness vibrating screen
TDL3090 Proprietary technology for barrel garden and other thick cold ore screens 15% 2447400
4 Panzhihua Iron and Steel Materials Yard zKGl539 heavy-duty type
Proprietary technology for the development of driven ore feeders 10% 1631600
5 Motor vibration feeding device proprietary technology 0% 1631600
6 Dual-axis vibrator patent and related technology 5% 815800
7 Low-noise and high-efficiency vibration wrench patent and Related technologies 5% 815880
Total 16316000