Читать книгу Intellectual Property - Russell L. Parr - Страница 9

An assembled workforce is the existing collection of employees that permits a company to operate at peak efficiency. Without a well trained and knowledgeable collection of employees, all of the assets of a company sit idle. Without employees, no one is manning the computers in accounts receivable to make sure customers are making timely payments. Manufacturing equipment may be humming with electrical energy, but no one is making sure that raw materials, sub assemblies, and final products are zooming through the manufacturing facility. No one is inventing new products, developing marketing campaigns, calling on new customers, or handling human resources questions. Without an assembled workforce, nothing happens. No profits. No investment rate of return.

When an acquirer sets up an opening balance sheet for an acquired entity, the acquirer is required by accounting standards to record the fair value of the assets acquired and liabilities assumed. The premium paid—which is equal to the purchase price in excess of the acquired net tangible assets' fair value—must first be attributed to the fair value of identifiable intangible assets, such as customer lists and relationships, contracts, patents, and trademarks. Any excess premium is then recorded as goodwill.

An assembled workforce is not itself an identifiable intangible asset. But an assembled workforce may affect the value of identifiable intangible assets. When an acquirer uses an excess earnings method to place values on identifiable intangible assets, the cash flows from the asset are often reduced by a contributory asset charge for the value of the assembled workforce. This asset charge is essentially an expense for the use of the workforce that contributes to the realization of the value. The charge reduces the net income expected to be realized from the identifiable intangible asset and, therefore, the value attributed to these assets.

The assembled workforce asset charge is based on the value of an assembled workforce, measured as the cost to recruit and train a workforce to replace the existing service capacity of the acquired one. These calculations often have limitations.

Consider one of the most expensive employees a company possesses—the chief executive officer (CEO). These individuals are the highest paid employees at almost all companies. They determine the strategic direction of a company and then drive all other executives and employees to execute their plan.

It is common to think of these employees as the most important but studies show this assumption may be wrong.

The New York Times published data of 200 of the highest-paid chief executives in American business. The data comes from the Equilar 200 Highest-Paid CEO Rankings, which lists the compensation of 200 chief executives of public companies with annual revenue of at least $1 billion. The data was for the year ended 2017.¹

The chart following shows the poor relationship between the top 100 CEO compensation packages and the performance of their company's share price for 2017. CEO compensation is a combination of salary, bonus, perks, stock, and options.

A positive 20% return can be obtained by paying a CEO over $100 million. The chart also shows the same performance and even more can be obtained from CEOs being provided a $20 million compensation package. While it would have been nice to see higher performance associated with higher compensation, the chart doesn't even come close to showing such a relationship.

Corporate boards continue to try to tie CEO pay to company performance. Specifically, they want CEO pay to reflect improved company performance and shareholder returns. Great performance equals great pay. Poor performance equals lower pay and often the ouster of the CEO. In reality, CEO pay and performance often don't match up.

Speaking about CEO pay and company performance, Herman Aguinis, a professor of management at George Washington University School of Business, told the Wall Street Journal, “Stars are often underpaid, while average performers are often overpaid.”² In support of this statement, the Wall Street Journal cited the following:

 CBS Corp. paid its chief, Leslie Moonves, $69.3 million last year; total shareholder return was negative 6.2%. His pay was virtually unchanged from $69.6 million in 2016 when the broadcaster achieved a one-year return of 37%.

 Allergan PLC's Brent Saunders received a 700% raise in 2017 to $32.8 million, despite total shareholder return of negative 21%. The compensation package came during a year when Allergan ran into patent setbacks for one of its best sellers, dry-eye drug Restasis, which contributed to a 22% drop in the firm's share price for the year.

 One of the biggest gaps between CEO pay and shareholder return was at aerospace-parts company TransDigm Group Inc. For much of the year, TransDigm's stock took a beating from short sellers who criticized its acquisition-driven business model, but the volatility had little effect on then-CEO Nicholas Howley's pay package. Shares, including reinvested dividends, returned just shy of 5% for the fiscal year that ended September 30, 2017, underperforming the broader S&P 500 index for the first time in a decade. During the same period, Mr. Howley earned $61 million, more than triple the $18.9 million he made in 2016.³

An extreme and contradictory case of the value of a CEO involves LuluLemon Athletica. In June 2018, share prices of the company which sells “athleisure wear,” turning pricey women's yoga wear into mainstream fashion, were up nearly 15.5% at $121.26. This happened without a CEO.

CEO Laurent Potdevin had a multi-year relationship with a female designer at the company he oversaw. This was one of the issues that caused his departure from the company on February 5, 2018. A company statement indicated that Potdevin “fell short of … standards of conduct.” LuluLemon did not find a replacement for the CEO job until July 2018 but during the interim the company prospered and the company share price soared.

It can be argued that the strategic plan Potdevin put in place leading up to his departure fueled LuluLemon's success, but this brings up the question about the need for a high-paid CEO. Once a strategic plan is established, is there a need for a highly paid CEO? Companies may find that temporarily employing a strategic planning consultant to establish a plan, then leaving execution to other employees, can serve just as well as employing a high-priced centerpiece for the long haul.

When considering the value of the CEO as part of an assembled workforce, their value may not be indicated by their compensation package unless it is supported by shareholder returns.