The controversy surrounding customer-based intangibles. (includes related article)by Carter, Fonda
Stock and asset acquisitions typically involve payment of a premium over the net fair market value of the tangible assets of the acquired business. Once the purchase price is allocated among the various tangible assets, any excess purchase price is then allocated to intangible assets. These intangible assets usually represent goodwill, which by definition has an indeterminate life and is unamortizable.
However, many taxpayers have allocated a portion of the excess purchase price to customer-based intangible assets, claiming such assets are separate and distinct from goodwill and therefore amortizable. These intangible assets, such as customer or subscriber lists, patient lists, insurance expirations, core deposits, work force in place, and advertiser lists, are closely associated with continuing customer relationships developed by the acquired business. Attempts to amortize them precipitate controversy between taxpayers and the IRS.
For example, when an insurance agency is purchased, consideration is usually given to the seller for the value of the client files and more specifically the value of insurance expiration lists. Insurance expirations are customer lists containing all pertinent information regarding insurance policies held b.v customers of the agency. They are valuable because they provide the present agent with a competitive edge over other agents soliciting renewals.
In Potts-Davis & Company(1), the Tax Court noted that the insurance files contain information (e.g., correspondence, claims adjustments, property appraisals, premium audits, premium financing record, and rating bureau information) necessary to service the customer.
This issue is important because in the allocation of the purchase price of an insurance agency among the acquired tangible and intangible assets, a portion of any residual remaining after the initial allocation is typically assigned to the value of the expiration lists. When an amount is assigned to the value of the expiration lists a related amortization deduction or, in some cases a loss deduction, is taken by the taxpayer. However, the courts and the IRS have placed a strong burden of proof upon the taxpayer to establish that: 1) the expirations have an ascertainable value separate and distinct from goodwill; and 2) the expirations have a limited useful life, the duration of which can be ascertained with reasonable accuracy.
CONTROVERSIES REGARDING CUSTOMER LISTS
A significant court case, often cited and quoted, related to the issue of customer lists is Houston Chronicle.2 This case concerned the amortization by a newspaper publisher of the cost incurred in the acquisition of a customer subscription list. The taxpayer acquired the assets of The Houston Press in 1964 but did not continue its operations. The Houston Chronicle employed an appraisal firm to value the assets including the subscription lists received as part of the purchase. The lists furnished the purchaser with information for potential subscribers and were considered valuable. The IRS denied the deduction, but the Circuit Court of Appeals rejected the IRS's argument that the "mass asset rule" would link the value of the subscription lists inextricably with goodwill. The court noted that such lists are bargained for and sold as separate assets and that the law requires only that there be "reasonable accuracy" in estimating the useful life of assets. Since the purchased competing newspaper had ceased publishing, the customer list was only of value as a means to solicit new customers for the Chronicle.
In contrast, in Newark Morning Ledger Co.(3) the appeals court concluded that the taxpayer failed to prove that the customer list had any value separate and distinct from goodwill. Since the purchased newspapers in this case continued in operation, the future stream of revenue expected to be generated by the existing subscribers was determined to be the core of the goodwill value of the newspapers--and thus the lists were not depreciable. Another case in which the taxpayer has been successful in deducting customer-based intangibles is ABCO Oil Corp. (4)
In ABCO Oil, a fuel oil distributor was allowed to amortize 75% of the stated amount of customer lists acquired in connection with the purchase of various assets of two competitors. The customer lists had independent values (conceded by an IRS expert), but 25% of the stated amount was allocated to goodwill because of actions taken by the distributor to maintain the patronage of the competitor's customers. The customer lists were determined to have useful lives of five years. In determining whether an intangible, such as a customer list, has a limited business life, the court considered a number of factors, including: testimony of expert witnesses, experience in the industry, testimony of officers, relationship of geographic area and the customers involved, turnover of customers (both before and after the acquisition of the list), and other pertinent factors.
IRS EXPRESSES ITS DISAGREEABLE VIEWS
The IRS in its January 30, 1990, Industry Specialization Program Coordinated Issue Paper specifically disagrees with two cases where it says amortization was permitted for customer-based intangible assets acquired where the purchaser stepped into the shoes of the seller with the expectation of continued customer patronage. In Donrey,(5) the Eighth Circuit found that a subscription list of a newspaper purchased by the taxpayer from an ongoing business was an amortizable asset because it had a limited useful life that was separate and distinct from goodwill. In dissent, Judge Bright noted "that goodwill is transferred where, as here, the buyer continues the seller's business uninterrupted using primarily the seller's employees, and utilizing the seller's name. It is immaterial that the agreement did not use the term' good will,' for the use of these words is, of course, not necessary if in fact what is transferred does give to the purchaser everything that can effectively aid him to step into the shoes of the seller."
Likewise, in Citizens and Southern Corp.(6) the Tax Court allowed the purchaser to amortize core deposits obtained via the acquisition of a healthy, correspondent-associate bank. The taxpayer in this case was a bank holding company that acquired nine other banks during 1981 and 1982. The taxpayer allocated a portion of the purchase price of each bank to the acquired bank's deposit base. The allocation was made in accordance with GAAP. The allocation to the deposit base was based on the present value of the expected earnings from the acquired bank's core deposits. The cost of goodwill was then calculated under the residual method.
The IRS argued in this case that the taxpayer had not separately valued the deposit base in setting a purchase price. However, the taxpayer successfull)' asserted that the main purpose in the acquisition was to obtain the core deposits and that the value of the core deposits had been determined prior to the date of acquisition. The taxpayer also established the estimated useful life computation was reasonable. In thh calculation of the present values, the taxpayer prepared run-off tables by age and type of account for each bank. Run-off tables Show the probability that an account will remain open for a specified period. An outside consuitant was employed to conduct a study to verify findings. Furthermore. the taxpayer performed a follow-up study actual closings. The court found that these methods were reasonable, and, in particular, the fact that the taxpayer had evidence from an independent expert and actual evidence on subsequent closings was significant. Depreciation on the deposit base was determined based on the present value at the acquisition date of each taxable year's projected income stream. The court specifically noted that it is not necessary to use straight-line amortization if another method is more reasonable.
The IRS disagreed with the results in these cases as well as the rationale under which amortization was permitted. The bases for disagreement remain those set forth in Rev. Ruls. 67-145, 74-456, and 65-180 discussed in more detail later. In short, however, Rev. Rul. 67- 175, 1967 CB41 ,states, "if the customer-based intangible represents the customer structures of the acquired business and that business possesses characteristics of goodwill, then the intangible is inseparable from goodwill, and thus, is nonamortizable as a matter of law." The IRS position is that no amortization is allowed when such intabibles, along with goodwill, are purchased as part of an overall acquisition.
EXPIRATION LISTS: INEXTRICABLY LINKED
Due to the lacek of authority permitting a taxpayer to depreciate or take a loss deduction for the value of insurance expiration lists, courts have maintained a strict viewpoint on the allocation methods employed by taxpayers in ascertaining the value of the expiration lists. While the courts do not disagree theoreticalIx, that the assets have value, they consistently have disallowed taxpayer loss deductions or deductions for the amortization of the intangibles. The courts have generally agreed with the IRS that expiration lists are valuable, but "inextricably linked" to goodwill and therefore not amortizable since they cannot be specifically identified.
In analyzing litigation in this area, it should be noted hat there are very few cases where the courts have accepted the allocation method used by the taxpayer. In several cases, insurance agents used a formula to determine the consideration to be paid for the value of insurance premiums or to allocate a portion of the purchase price to the value of the insurance expiration lists. For example, according to insurance agents currently involved in purchase negotiations, the industry "rule of thumb" for the value of the expiration lists,. is two times the average gross commissions of the seller. The courts have routinely rejected this method as a basis for the allocation of the purchase price. Figure I illustrates an analysis of several cases argued before the Court of Appeals, the Court of Claims, and the Tax Court. In R.W. Fullerton' the courts clearly implied that the formula method was not acceptable. In this particular case, the taxpayer valued the expiration lists at two times the annual commissions and claimed as a loss deduction amounts assigned to the value of the expirations at the time the customer failed to renew the policy. The District Court noted that the taxpayer was unable to establish any authority entitling the taxpayer to a loss deduction upon the failure to renew a policy. Also, the court indicated that the taxpayer had not presented a"strong factual showing" that he had individually valued the seller's accounts at the date of acquisition. In addition, the taxpayer failed to consider the expected life of, or the likeIihood of, renewal of the individual accounts.
In cases where the taxpayer purchased only a block of insurance premiums, the courts have been more lenient in the allocation of the purchase price to the value of the expiration lists. In Standard Life and Accident, (8) the taxpayer purchased a block of insurance policies from another insurance agency in two different .years. On the returns, the taxpayer deducted as expenses in the years paid the current costs of the purchases of the blocks of insurance policies. The Tax Court ruled that no portion of the acquisition costs of the blocks of policies was deductible. On appeal, the taxpayer contended that it should be allowed to amortize the purchased insurance policy blocks as wasting assets. The Court of Appeals of the Tenth Circuit agreed that such blocks of insurance may be amortized over a given period. However, the taxpayer failed to provide adequate proof relative to any specific amortization period and was not entitled to amortize its blocks of canceled accident and health insurance policies.
COVENANT NOT TO COMPETE
The addition of a covenant not to compete complicates the issue of the allocation of the purchase price. A covenant not to compete in a business such as an insurance agency, where personal ability and reputation are major influences in client relationships, is primary protection for the purchaser that the previous owner will not interfere with the soliciting of renewals on the purchased account listings. In many purchases of insurance agencies and/or accounts, a covenant not to compete is an integral part of the purchase agreement. The courts view the existence of such an agreement as an indication that goodwill does exist. In John T. Fletcher v. Commissioner,9 the taxpayer purchased an insurance agency that included, as part of the sales contract, a covenant not to compete. However, the covenant not to compete was not separately bargained for. This prompted an IRS assertion that, since the covenant was not independently valued, it was not severable from goodwill and thus any payments related to the covenant not to compete should be non-deductible. The Tax Court stated that in the absence of a specific allocation, "an allocation can and should be made when there is proof sufficient for a court to determine relative values." The court found that the covenant not to compete had substantial value, used the Cohan rule in allocating 45% of the purchase price to the covenant, and allowed this amount to be amortized over the life of the covenant.
Also clouding the issue is the Continued affiliation of the previous owner and/or various other business aspects evidencing continuity. Depending on the sales agreement, any of the following could affect the issue: 1) continued employment of the previous owner; 2) continued assistance in the renewal process by the previous owner; 3) continued use of location of the agency; 4) continued employment of the agency's employees; and/or 5) continued use of the purchased agency's name. In situations where there is continued affiliation to some degree, the courts have been more definitive in their opinions that goodwill does exist and have routinely disallowed any assignment of the residual value only to the value of the insurance expirations (see Figure 2).
SUBSTANTIATING A DEDUCTION
If the taxpayer is able to establish that the value of the expiration lists are separate and apart from goodwill, it is then necessary to substantiate the amount and type of deduction. Petitioners in several court cases have deducted the value of the insurance expirations under Sec. 165. In turn, the courts have consistently denied a deduction under this section. The more appropriate code section under which such a deduction should be claimed is Sec. 167.
Reg. Sec. 1.167(a)(3), which relates to the amortization of intangibles, specifically states that in order for an intangible to be amortized, the useful life of the intangible has to be estimated with reasonable accuracy. In Rev. Rul. 74-456,(10) the IRS held that the cost of purchased customer or subscriber lists, insurance expirations, etc., is in the nature of goodwill, or otherwise that such assets have indeterminate lives, thus barring amortization. The primary argument that the IRS has relied upon is the "mass asset" rule. Essentially, this rule advocates that the value of the insurance expiration lists are "inextricably linked" to goodwill and are therefore not amortizable since they cannot be specifically identified.
Separate and Distinct
Rev. Rul. 74-456 was issued to clarify and modify previous positions taken by the IRS on this issue. Under Rev. Ruls. 67-175 and 65-180, the IRS indicated that in all instances the price allocable to the value of insurance expirations should be treated as goodwill and not recovered through amortization or depreciation. Rev. Rul. 74-456 modified these two rulings to remove the implication that such customer lists are indistinguishable from goodwill, possessing no determinable useful life. It shifted the burden of proof to the taxpayer to establish that the acquired lists meet a two-part test (see Figure 3). The two-pronged factual inquiry must be met in order for customer-based intangibles to be treated as amortizable intangible assets. The standard set forth in Reg. Sec. 1.167(a)-3 and further developed by the courts requires that the taxpayer prove that the intangible asset has:
* An intrinsic value separate and distinct from goodwill; and
* A limited useful life, the duration of which can be ascertained with reasonable accuracy.
In the ruling, the IRS specifically stated: "No deduction is allowed merely because a basis has been estimated and the asset has a limited useful life in the unsupported view of the taxpayer."
The IRS position, as reiterated in its Januarv 30, 1990, issue paper, is that the exception provided in Rev. Rul. 74-456 is not available where an ongoing business is acquired with the expectation of continued patronage of the seller's customers, such that the purchaser merely steps into the shoes of the seller. Even though the courts sometimes favor taxpayers in their efforts to amortize customer-based intangibles, the IRS has adopted a hardline approach to the issue.
Litigation on Insurance Expirations
A deduction is not allowed for the amortization if the useful life of the intangible cannot be supported. In the case of insurance expirations, the courts have held a very restrictive opinion of what is an allowable useful life. An estimate by the owner is not acceptable. As noted previously, in several court of appeals cases, the courts agreed that some value should be assigned to the expiration lists but did not agree that the method of amortization adopted by the taxpayer was reasonable. In Decker,(11) the court denied a depreciation deduction for purchased insurance expirations, stating that the purchase of the expirations was not a purchase of a separate intangible asset. The Court of Appeals found that the value of the insurance expirations was inextricably linked to goodwill and the going concern value. Particularly fatal to the taxpayer's argument before the court was the covenant not to compete. Also, relevant in the court's decision was the retention of the seller's building, the office staff, the principal salesmen, and phone number. The Tax Court which first heard the case noted specifically:
"We are certain that petitioners desired to acquire a going concern and attendant goodwill; yet, petitioners allocated no portion of the purchase price to goodwill or other non-amortizable assets. This singular fact, in the context of the relevant facts and circumstances before us, arouses some concern as to the reasonableness of petitioner's filing position at the time the respective income tax returns were filed. The facts demonstrate a one-sided view which flies in the face of commercial reality."(12)
The Seventh Circuit Court of Appeals affirmed the Tax Court's decision that the covenant not to compete assured the purchaser that he would enjoy the seller's goodwill. The court also noted that the previous owner's assistance in the retention of the accounts was evidence of the presence of going concern value.
The Savings Assurance Agency Inc.,(13) case had a different twist to the purchase of a business, but dealt specifically with insurance expirations. The taxpayer acquired an insurance expiration list from the estate of a deceased, sole proprietor of a casualty insurance agency. The sole proprietorship was not a going concern at the date of acquisition and, therefore, where the expiration list was the sole intangible asset acquired, the list did not constitute an asset in the nature of goodwill.
Therefore, the Savings Assurance Agency was able to recover its cost basis over the useful life of the insurance expirations.
Another Success Story
Another case in which the taxpayer substantiated both the value of the expiration lists and the useful life was R.S. Miller & Sons, Inc.(14) In this instance, the Court of Claims allowed the depreciation of an intangible asset representing insurance expirations acquired as part of the purchase of a fire and casualty insurance company. The court acknowledged that an element of goodwill was present but still agreed with the method of allocation of the purchase price to the value of the intangibles. Other intangible assets acquired in addition to the insurance expirations and goodwill were a covenant not to compete and the right to use the putchased company's name. The acquisition of a going concern does provide the buyer several advantages which are essential elements of goodwill and which are separable from the expirations and related records. The most significant indication that goodwill was transferred in the sale was the fact that a separately bargained for covenant not to compete was part of the purchase agreement. Even though the court felt goodwill was a substantial part of the transaction, the transfer of an ongoing business was not the primary objective sought by the taxpayer. The purchased business was a "dying" agency and after the sale, Miller & Sons did not continue use of the previous location, any sales personnel, office procedures, or the use of the purchased company's name. Miller & Sons only purchased the right to represent itself in the community as the successor to the purchased company.
An additional significant fact noted by the court was that the purchasing agency did not need to purchase the expiration lists in order to gain an entry into the market nor did it need the expiration lists in order to identify the seller's clients. Miller & Sons substantiated that the files included information that could have eventually been obtained through external growth. The court opinion specifically stated:
"The purchase of the expirations was a substitute for time and effort to develop and place on the books a comparable number of policies for the first time. In the realities of modern business technology, the expirations represent an intangible asset with an existence separate from other elements of goodwill."
The value Miller assigned to the expiration lists purchased was the cost to develop an equivalent quantity of new business. In order to arrive at a satisfactory cost amount, it is necessary to determine: 1) the number of new policies written; 2) the total expenses incurred by insurance operations; and 3) the proportion of total operating expenses used to develop new business. From this information, Miller & Sons calculated a weighted average cost of the development of each new policy. This weighted average cost was then applied to the number of listings on expiration lists purchased. The estimated useful life was based on a five-year period which Miller & Sons established as their loss experience on all of its policies. However, this case must be analyzed in view of the fact that it was decided by the Court of Claims, not by a Circuit Court of Appeals.
In order to successfully allocate a value to an intangible asset and defend the useful life adopted, the purchaser of the assets should carefully plan a strategy, in light of the IRS' intention to bar allocation and amortization, before the purchase agreement is drawn up. For example, important in the purchase of an insurance agency is that the purchaser specifically document that the intent was primarily to acquire the value of the expiration lists. The purchaser has a greater chance for successful defense of the allocation of consideration to the value of the insurance premiums based on the following:
* If the purchase is only for a block of insurance premiums, substantial authority exists for allocating the entire purchase price to the expiration lists. The burden of proof then fails upon establishing a reasonable useful life.
* If the purchase involves a block of insurance premiums as well as a covenant not to compete, the purchaser should separately bargain for, as part of a separate purchase agreement, the covenant not to compete. A separate purchase agreement would then exist for the value of the insurance expirations purchased.
* In purchases where substantially all of the assets of the agency are obtained and there is some degree of continued affiliation, in the absence of substantial evidence that the agency purchased is a "dying agency" and there is no existence of goodwill, the purchaser should recognize that a portion of the consideration given in the purchase should be allocated to goodwill. The taxpayer should not use a formula method or residual method for the allocation of the value to the expiration lists. The following methods were utilized successfully in previous court cases:
* At minimum, the taxpayer should value the expiration lists at the actual cost of the reproduction of the file as in Potts, Davis & Company t,. Commissioner.
1. As in Miller & Sons, the purchaser could calculate the weighted average cost of development of an insurance policy and then multiply this weighted average cost times the number of listings.
2. An alternative method would be one that would calculate the net present value of the expected premiums resulting from the insurance listings obtained. Such a method would require knowledge of each individual premium and statistics on turnover rates of policies for the acquired agency.
A Defensible Useful Life
Once the purchaser has successfully assigned a value to the insurance expirations, it is then necessary to adopt a useful life that has been ascertained with reasonable accuracy. Following are some suggestions:
* Statistically determine the average life of the average policy based on turnover rates of the acquired agency and apply this rate straight line.
* Based on the number of premiums, calculate the amount of allocated value per premium and then deduct the value at the time the customer fails to renew the policy.
* Utilize an expert such as an actuary to determine the expected life of the insurance lists.
PROPOSED LEGISLATION-- INCLUDING 14-YEAR AMORTIZATION
In the House version of the RRA 87, a provision was included that would have specifically barred an amortization deduction for "customer- based intangibles and similar items." However, the change was not enacted and debate still continues today on Capitol Hill. Several bills have recently been introduced in the House and Senate, both advocating and opposing the amortization issue with regard to customer-based intangibles.(15) The most notable of these proposals at the current time is that of House Ways and Means Chairman Dan Rostenkowski (D, IL), whose bill (HR 3035) would require that most intangible assets, including goodwill and going concern value, be amortized ratably over a uniform 14-year period on a prospective basis. House Ways and Means Democrats, however, altered the proposal by including a retroactive provision, allowing a 17-year amortization period for already completed transactions. Kenneth Gideon, former assistant secretary for tax policy, noted that providing a uniform amortization period should reduce tax controversies over the treatment of purchased intangible assets. In addition, Gideon noted that businesses would be able to acquire and dispose of intangible assets with greater certainty as to the tax consequences of the transaction. Clarification in this area may now be forthcoming. However, if Congress does not act on the proposed bills, the controversy and litigation will continue.
1 Polls-Davis & Company, (CA-9) 70-2 USTC para. 9635, 431 F2d 1222, aff'g TCM 1363 CCH. 29227.
2 Houston Chronicle, ( CA-5 ) 73-2 USTC para. 9537, 481 F2d 1240, cert. den.
3 Newark Morning Ledger Co., (CA-3) 91-2 USTC para. 50, 451, reversing and remanding 734 F. Supp. 176 (D. Ct. NJ, 1990).
4 ABCO Oil Corp., TC Memo 1990-40.
5 Donrey Inc., 87-1, USTC paca. 9143, (CA-8, 1987).
6. Citizens and Southern Corp. t,. Commissioner, 91 TC No. 35, (1988), aff'd CA-II, March 22, 1990.
7 Ralph W. Fullerton, (CA-9) 77-1 USTC para. 9368, 550 F2d 548, aff'g DC, 74-2 USTC p. 9518.
8 Standard Life and Accident, (CA-I0) 75-2 LSTC para. 9811, 525 F2d 786, aff'g 28 TM 1077, Dec. 32,772.
9. John E Fletcher, 2 4 TCM 1489, Dec. 27,589(M), TC Memo 1965- 273.
10. Revenue Ruling 74-456, 1974-2 CB 65, modifving Rev. Rul. 65-175, 1965 CB 41, and Rev. Rul. 65-180, 1965-2 CB 279.
11 Charles W. Decker, (CA-7) 89-1 USTC para. 9113, 864 F2d 51, aff'g TC 54 TCM 73, Dec. 44,099(M), TC Memo 1987-388.
12 Charles W. Decker, 54 TCM 73, Dec. 44,099.
13 Savings Assurance Agency. Inc., 22 TCM 200, Dec. 25, 796(M).
14 R.S. Miller & Sons. Inc., CtCls, 76-2 USTC para. 9481, 537 F2d 446, 452.
15 HR 563, Brian J. Donnefir (D, MA), HR 1456. GuV Vander Jagt (R, MI), and Sen. 1245, Torn Daschle (D, ND) and Steven Symms (R. ID).
Daryl V. Burckel, DBA, CPA is an Assistant Professor of Accounting in the School of Accountancy at Mississippi State University. He is member of the AICPA, American Accounting Association, American Taxation Association and the Louisiana Society of CPAs.
Zoel W. Daughtrey, PhD, CPA is a Professor of Accounting in the School of Accountancy at Mississipi State University. He is a member of the AICPA, American Accounting Association, Texas and Mississippi Societies of CPAs, the American Agricultural Law Association and the International Agribusiness Managemen t Association.
Fonda Carter, CPA is an Assistant Professor of Accounting in the Abbott Turner School of Business at Columbus College. She is a member of the AICPA, American Accounting Association, International Management Association and the Georgia Society of CPAs.
ESTABLISHING THE VALUE OF INTANGIBLES
Acquisitions of assets that constitute a trade or business under IRC Sec. 355 or acquisitions to which goodwill could attach are governed by IRC Sec. 1060, requiring the purchase price to be allocated under the residual method of IRC Sec. 338(b)(5). Sec.338(b)(5) requires that the purchase price be allocated to the bur following groups in the order indicated, Furthermore, both the buyer and seller must file an information return (Form 8594) that provides certain data to the IRS, in order to further discourage inconsistent buyer and seller tax reporting positions.
Class I Assets. Class I assets consist of cash, demand deposits, and similar assets. The allocation of the purchase price is First made to this class of assets up to their fair market value.
Class II Assets. The second allocation is made to Class II assets which are made up of CDs, U.S. Government Securities, and readily marketable stocks or securities as defined by Reg. Sec. 1.351 -1 (c)(3), in proportion to their related fair market values on the date of purchase.
Class III Assets. Any remaining purchase price consideration is then allocated to Class III assets in proportion to the fair market values on the date of purchase. This class of assets is composed of any additional assets not included in Class I or Class II, any all other transferred tangible and intangible assets (e.g., furniture, equipment, accounts receivable, leaseholds, and covenants not to compete).
Class IV Assets. Any remaining consideration is then allocated to Class IV assets, which are intangible in nature, such as goodwill and going concern value.
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