阅读志:巴菲特论商誉及其摊销

30 Dec 2018

在1983年致股东的信中的附录内容, Buffett 讲述 (1) 会计商誉 (2) 经济商誉 (3) 摊销 (4) 商誉的举例说明 (5) 如何看待无形资产. 抄录其内容, 自加标题及阅读笔记, 便于常读.

Appendix: 1983 Goodwill and its Amortization BERKSHIRE HATHAWAY INC.

Goodwill and its Amortization: The Rules and The Realities

Intro

This appendix deals only with economic and accounting Goodwill - not the goodwill of everyday usage. For example, a business may be well liked, even loved, by most of its customers but possess no economic goodwill. (AT&T, before the breakup, was generally well thought of, but possessed not a dime of economic Goodwill.) And, regrettably, a business may be disliked by its customers but possess substantial, and growing, economic Goodwill. So, just for the moment, forget emotions and focus only on economics and accounting.

会计商誉

When a business is purchased, accounting principles require that the purchase price first be assigned to the fair value of the identifiable assets that are acquired.

会计商誉: (收购公司资产公允价值 - 负债) 与总收购值的差额.

Frequently the sum of the fair values put on the assets (after the deduction of liabilities) is less than the total purchase price of the business. In that case, the difference is assigned to an asset account entitled “excess of cost over equity in net assets acquired”. To avoid constant repetition of this mouthful, we will substitute “Goodwill”.

1970 年会计商誉的情况:

Accounting Goodwill arising from businesses purchased before November 1970 has a special standing. Except under rare circumstances, it can remain an asset on the balance sheet as long as the business bought is retained. That means no amortization charges to gradually extinguish that asset need be made against earnings.

1970 年之后就不同了:

The case is different, however, with purchases made from November 1970 on. When these create Goodwill, it must be amortized over not more than 40 years through charges - of equal amount in every year - to the earnings account. Since 40 years is the maximum period allowed, 40 years is what managements (including us) usually elect. This annual charge to earnings is not allowed as a tax deduction and, thus, has an effect on after-tax income that is roughly double that of most other expenses.

That’s how accounting Goodwill works. To see how it differs from economic reality, let’s look at an example close at hand. We’ll round some figures, and greatly oversimplify, to make the example easier to follow. We’ll also mention some implications for investors and managers.

经济商誉

Blue Chip Stamps bought See’s early in 1972 for 💵25 million, at which time See’s had about 💵8 million of net tangible assets. (Throughout this discussion, accounts receivable will be classified as tangible assets, a definition proper for business analysis.) This level of tangible assets was adequate to conduct the business without use of debt, except for short periods seasonally. See’s was earning about 💵2 million after tax at the time, and such earnings seemed conservatively representative of future earning power in constant 1972 dollars.

以喜诗糖果为例子, 净有形资产800万, 税收收入200万.

税后净有形资产25%的净利润.

(一) What

Thus our first lesson: businesses logically are worth far more than net tangible assets when they can be expected to produce earnings on such assets considerably in excess of market rates of return. The capitalized value of this excess return is economic Goodwill.

In 1972 (and now) relatively few businesses could be expected to consistently earn the 25% after tax on net tangible assets that was earned by See’s - doing it, furthermore, with conservative accounting and no financial leverage. It was not the fair market value of the inventories, receivables or fixed assets that produced the premium rates of return. Rather it was a combination of intangible assets, particularly a pervasive favorable reputation with consumers based upon countless pleasant experiences they have had with both product and personnel.

产生溢价回报率原因并非是存货，应收款项或固定资产的公允价值。相反，它是无形资产的组合结果，特别是客户从产品和人员获得无数愉快体验中得到普遍有利赞赏。

无形资产组合: 促成高溢价回报率(比如喜诗糖果的那25%).

那么这些无形资产是什么呢? 对于喜诗糖果而言可能就是: 人们广泛喜爱喜诗糖果这个品牌, 这个喜好从喜诗糖果的高质量产品和员工的热情服务等品质造就的.

消费者的市场经济专利:

Such a reputation creates a consumer franchise that allows the value of the product to the purchaser, rather than its production cost, to be the major determinant of selling price. Consumer franchises are a prime source of economic Goodwill. Other sources include governmental franchises not subject to profit regulation, such as television stations, and an enduring position as the low cost producer in an industry.

商品价值给消费者, 产品成本不是销售价格的决定因素. 这样消费者还愿意去买, 去用. 比如苹果手机?.

(1) 消费者的市场经济专利是主导因素
(2) 不受利润监管的政府的专营权: 比如: 电视台,(电力行业就不是了, 受政府价格监管控制)
(3) 行业中低成本生产者的持久地位

(二) 喜诗糖果一例

回到喜诗糖果: 1972年, Blue Chip收购喜诗糖果的收购价约为(1700w+800w), 其净有形资产为800w, 与净有形资产差异为 1700w, 分40年摊销, 每年需摊销:42.5w. 1983年, 11年下来, 还需要1232.5w刀. 伯克希尔拥有 Blue Chip 60%的股份, 也就拥有60%的喜诗糖果. 这么看来, 伯克希尔资产负债表上因反应60%的喜诗糖果的会计商誉, 约为750w刀.

Let’s return to the accounting in the See’s example. Blue Chip’s purchase of See’s at 💵 17 million over net tangible assets required that a Goodwill account of this amount be established as an asset on Blue Chip’s books and that 💵 425,000 be charged to income annually for 40 years to amortize that asset. By 1983, after 11 years of such charges, the 💵 17 million had been reduced to about 💵 12.5 million. Berkshire, meanwhile, owned 60% of Blue Chip and, therefore, also 60% of See’s. This ownership meant that Berkshire’s balance sheet reflected 60% of See ’s Goodwill, or about 💵 7.5 million.

1983年, 伯克希尔与Blue Chip合并.

In 1983 Berkshire acquired the rest of Blue Chip in a merger that required purchase accounting as contrasted to the “pooling” treatment allowed for some mergers. Under purchase accounting, the “fair value” of the shares we gave to (or “paid”) Blue Chip holders had to be spread over the net assets acquired from Blue Chip. This “fair value” was measured, as it almost always is when public companies use their shares to make acquisitions, by the market value of the shares given up.

伯克希尔收购 Blue Chip 的收购价与 Blue Chip 的净有形资产的差额为 5170万美元, 分为两部分的会计商誉: 2840 for 喜诗糖果, 2330 for 水牛城晚报.

The assets “purchased” consisted of 40% of everything owned by Blue Chip (as noted, Berkshire already owned the other 60%). What Berkshire “paid” was more than the net identifiable assets we received by 💵 51.7 million, and was assigned to two pieces of Goodwill: 💵 28.4 million to See’s and 💵 23.3 million to Buffalo Evening News.

收购后, 伯克希尔公司的会计商誉:

喜诗糖果: 7.5 m + 28.4 m.
- 摊销: 28年每年 1m, 接下来的12年每年0.7m.
- 正好40年摊销完
水牛城晚报: 23.3 m

After the merger, therefore, Berkshire was left with a Goodwill asset for See’s that had two components: the 💵 7.5 million remaining from the 1971 purchase, and 💵 28.4 million newly created by the 40% “purchased” in 1983. Our amortization charge now will be about 💵 1.0 million for the next 28 years, and 💵 0.7 million for the following 12 years, 2002 through 2013.

In other words, different purchase dates and prices have given us vastly different asset values and amortization charges for two pieces of the same asset. (We repeat our usual disclaimer: we have no better accounting system to suggest. The problems to be dealt with are mind boggling and require arbitrary rules.)

实际经济现实: the economic realities.

(1) 利润表中每年当作成本(costs)的摊销并非实际实际经济成本(economic costs). 喜诗糖果1300万的税后利润(在2000w的净有形资产运营下)的表现(实际经济表现-经济商誉)远远超过了最初购买喜诗糖果的会计商誉.

(2) 未来的年度摊销费用将不符合经济成本。

But what are the economic realities? One reality is that the amortization charges that have been deducted as costs in the earnings statement each year since acquisition of See’s were not true economic costs. We know that because See’s last year earned 💵 13 million after taxes on about 💵 20 million of net tangible assets - a performance indicating the existence of economic Goodwill far larger than the total original cost of our accounting Goodwill. In other words, while accounting Goodwill regularly decreased from the moment of purchase, economic Goodwill increased in irregular but very substantial fashion.

Another reality is that annual amortization charges in the future will not correspond to economic costs. It is possible, of course, that See’s economic Goodwill will disappear. But it won’t shrink in even decrements or anything remotely resembling them. What is more likely is that the Goodwill will increase - in current, if not in constant, dollars - because of inflation.

经济商誉会随通货膨胀而增加.

(三) 商誉与通货膨胀

That probability exists because true economic Goodwill tends to rise in nominal value proportionally with inflation. To illustrate how this works, let’s contrast a See’s kind of business with a more mundane business. When we purchased See’s in 1972, it will be recalled, it was earning about 💵 2 million on 💵 8 million of net tangible assets. Let us assume that our hypothetical mundane business then had 💵 2 million of earnings also, but needed 💵 18 million in net tangible assets for normal operations. Earning only 11% on required tangible assets, that mundane business would possess little or no economic Goodwill.

A business like that, therefore, might well have sold for the value of its net tangible assets, or for 💵 18 million. In contrast, we paid 💵 25 million for See’s, even though it had no more in earnings and less than half as much in “honest-to-God” assets. Could less really have been more, as our purchase price implied? The answer is “yes” - even if both businesses were expected to have flat unit volume ? as long as you anticipated, as we did in 1972, a world of continuous inflation.

答案是肯定的——即使预计两家公司的单位产量持平——只要你能像我们在1972年所做的那样，预见到一个持续通货膨胀的世界。

To understand why, imagine the effect that a doubling of the price level would subsequently have on the two businesses. Both would need to double their nominal earnings to 💵 4 million to keep themselves even with inflation. This would seem to be no great trick: just sell the same number of units at double earlier prices and, assuming profit margins remain unchanged, profits also must double.

要理解为什么，想象一下价格水平翻倍会对两家公司带来的影响。两者都需要将其名义收益翻一番，达到400万美元才能保持自己的通货膨胀率。这似乎不是一个很好的伎俩：只需以较早的价格出售相同数量的单位，并且假设利润率保持不变，利润也必须加倍。

But, crucially, to bring that about, both businesses probably would have to double their nominal investment in net tangible assets, since that is the kind of economic requirement that inflation usually imposes on businesses, both good and bad. A doubling of dollar sales means correspondingly more dollars must be employed immediately in receivables and inventories. Dollars employed in fixed assets will respond more slowly to inflation, but probably just as surely. And all of this inflation-required investment will produce no improvement in rate of return. The motivation for this investment is the survival of the business, not the prosperity of the owner.

但是，至关重要的是，为了实现这一目标，两家企业可能不得不将净有形资产的名义投资增加一倍，因为这是通货膨胀通常对企业施加的经济要求，无论好坏。美元销售额增加一倍意味着必须立即在应收账款和存货中使用更多的美元。在固定资产中使用的美元对通货膨胀的反应会更慢，但可能也是如此。所有这些通胀所需的投资都不会带来回报率的提高。这项投资的动机是企业的生存，而不是业主的繁荣。

Remember, however, that See’s had net tangible assets of only 💵 8 million. So it would only have had to commit an additional 💵 8 million to finance the capital needs imposed by inflation. The mundane business, meanwhile, had a burden over twice as large - a need for 💵 18 million of additional capital.

After the dust had settled, the mundane business, now earning 💵 4 million annually, might still be worth the value of its tangible assets, or 💵 36 million. That means its owners would have gained only a dollar of nominal value for every new dollar invested. (This is the same dollar-for-dollar result they would have achieved if they had added money to a savings account.)

See’s, however, also earning 💵 4 million, might be worth 💵 50 million(2 m时的收购价为25 m) if valued (as it logically would be) on the same basis as it was at the time of our purchase. So it would have gained 💵 25 million in nominal value while the owners were putting up only 💵 8 million in additional capital - over 💵 3 of nominal value gained for each 💵 1 invested.

Remember, even so, that the owners of the See’s kind of business were forced by inflation to ante up 💵 8 million in additional capital just to stay even in real profits. Any unleveraged business that requires some net tangible assets to operate (and almost all do) is hurt by inflation. Businesses needing little in the way of tangible assets simply are hurt the least.

任何需要一些净有形资产运营的非杠杆业务（几乎全部都是这样）都会受到通货膨胀的影响。几乎不需要有形资产的企业受到的伤害最小。

这也容易理解.

And that fact, of course, has been hard for many people to grasp. For years the traditional wisdom - long on tradition, short on wisdom - held that inflation protection was best provided by businesses laden with natural resources, plants and machinery, or other tangible assets (“In Goods We Trust”). It doesn’t work that way. Asset-heavy businesses generally earn low rates of return - rates that often barely provide enough capital to fund the inflationary needs of the existing business, with nothing left over for real growth, for distribution to owners, or for acquisition of new businesses.

资产密集型企业的回报率通常较低，通常很难提供足够的资本来满足现有企业的通胀需求，没有剩余资金用于实际增长、分配给所有者或收购新企业。

In contrast, a disproportionate number of the great business fortunes built up during the inflationary years arose from ownership of operations that combined intangibles of lasting value with relatively minor requirements for tangible assets. In such cases earnings have bounded upward in nominal dollars, and these dollars have been largely available for the acquisition of additional businesses. This phenomenon has been particularly evident in the communications business. That business has required little in the way of tangible investment - yet its franchises have endured. During inflation, Goodwill is the gift that keeps giving.

相比之下，在通货膨胀期间积累的大量商业财富中，有不成比例的部分来自于对经营的所有权，这种所有权将具有持久价值的无形资产与相对较小的有形资产需求结合在一起。

But that statement applies, naturally, only to true economic Goodwill. Spurious accounting Goodwill - and there is plenty of it around - is another matter. When an overexcited management purchases a business at a silly price, the same accounting niceties described earlier are observed. Because it can’t go anywhere else, the silliness ends up in the Goodwill account. Considering the lack of managerial discipline that created the account, under such circumstances it might better be labeled “No-Will”. Whatever the term, the 40-year ritual typically is observed and the adrenalin so capitalized remains on the books as an “asset” just as if the acquisition had been a sensible one.

= = = = = = =

举例: 商誉

此例, 惊呼.

If you cling to any belief that accounting treatment of Goodwill is the best measure of economic reality, I suggest one final item to ponder.

Assume a company with 💵 20 per share of net worth, all tangible assets. Further assume the company has internally developed some magnificent consumer franchise, or that it was fortunate enough to obtain some important television stations by original FCC grant. Therefore, it earns a great deal on tangible assets, say 💵 5 per share, or 25%.

With such economics, it might sell for 💵 100 per share or more, and it might well also bring that price in a negotiated sale of the entire business.

Assume an investor buys the stock at 💵 100 per share, paying in effect 💵 80 per share for Goodwill (just as would a corporate purchaser buying the whole company). Should the investor impute a 💵 2 per share amortization charge annually (💵 80 divided by 40 years) to calculate “true” earnings per share? And, if so, should the new “true” earnings of 💵 3 per share cause him to rethink his purchase price?

= = = = = = =

如何看待无形资产

We believe managers and investors alike should view intangible assets from two perspectives:

In analysis of operating results - that is, in evaluating the underlying economics of a business unit - amortization charges should be ignored. What a business can be expected to earn on unleveraged net tangible assets, excluding any charges against earnings for amortization of Goodwill, is the best guide to the economic attractiveness of the operation. It is also the best guide to the current value of the operation’s economic Goodwill.

In evaluating the wisdom of business acquisitions, amortization charges should be ignored also. They should be deducted neither from earnings nor from the cost of the business. This means forever viewing purchased Goodwill at its full cost, before any amortization. Furthermore, cost should be defined as including the full intrinsic business value - not just the recorded accounting value - of all consideration given, irrespective of market prices of the securities involved at the time of merger and irrespective of whether pooling treatment was allowed. For example, what we truly paid in the Blue Chip merger for 40% of the Goodwill of See’s and the News was considerably more than the 💵 51.7 million entered on our books. This disparity exists because the market value of the Berkshire shares given up in the merger was less than their intrinsic business value, which is the value that defines the true cost to us.

Operations that appear to be winners based upon perspective (1) may pale when viewed from perspective (2). A good business is not always a good purchase - although it’s a good place to look for one.

We will try to acquire businesses that have excellent operating economics measured by (1) and that provide reasonable returns measured by (2). Accounting consequences will be totally ignored.

At yearend 1983, net Goodwill on our accounting books totaled 💵 62 million, consisting of the 💵 79 million you see stated on the asset side of our balance sheet, and 💵 17 million of negative Goodwill that is offset against the carrying value of our interest in Mutual Savings and Loan.