The Value of Goodwill: An Underappreciated Asset in Business Valuations

In determining the overall value of a business, there are many complex factors at play. While tangible business assets like real estate, inventory, and equipment are relatively straightforward to quantify, intangible assets can be more difficult for a business owner to pin down. One of the most misunderstood intangible assets is goodwill – broadly defined as the value of a company’s brand, reputation, customers, and potential earning capacity beyond its physical assets.

Many business owners underestimate or even ignore the concept of goodwill when assessing the value of their company. They may rely on the book value of assets and fail to account for goodwill and other intangibles that could significantly increase a business’s worth. However, for potential buyers, goodwill is one of the main factors that makes a company valuable. The perceived integrity of the brand, loyalty of the customers, strength of vendor relationships, depth of employee expertise, and future earning potential can outweigh the physical assets.

Thus, properly evaluating goodwill is essential for both interested buyers and sellers when transferring ownership of a business through a business sale. This article will examine the components that make up goodwill, its financial mechanics and valuation, the implications of goodwill impairment, and why seeking expert advice can help business owners truly understand the intangible assets that drive their company’s value and help you get the best price when it comes time to sell your business.

Defining Goodwill: More Than Just “Blue Sky”

Goodwill is an intangible asset that represents the favorable reputation, solid customer relationships, brand awareness, proprietary processes, and future earning potential not accounted for in the tangible assets or identified intangible assets of a company. The value of goodwill often stems from the “whole being greater than the sum of its parts” – the synergies and competitive advantages created when all aspects of the business come together.

The term “goodwill” is associated with the old phrase “blue sky”, which refers to the intangible value of a company beyond its physical assets. However, goodwill has real financial implications and quantifiable worth that come into play when a business sells. Assets like brand recognition, customer loyalty, and talent can be monetized, especially in the context of selling a business. Thus, goodwill should be thought of as more than just speculative “blue sky” value.

Components of Goodwill

There are several key components that make up a company’s goodwill. While the importance of each factor varies by industry and individual business, some of the main elements include:

Brand Equity and Recognition

A strong brand identity, reputation, and story instill trust and gravitas with customers. Brand recognition also leads to higher sales volumes and enables premium pricing power.

Customer Relationships and Loyalty

Long-standing relationships with customers who habitually purchase from the business due to loyalty and familiarity are enormously valuable. Many business owners depend on repeat business from established customers.

Proprietary Processes and Trade Secrets

Unique and protected intellectual property, processes, recipes, and trade secrets provide a competitive advantage. These intangible assets are part of a company’s goodwill.

Employee Expertise and Corporate Culture

The skills, knowledge, and institutional wisdom possessed by the management team and employees gained over years of experience. Also, intangibles like leadership style, workplace culture, and employee satisfaction.

Marketing Assets and High-Traffic Locations

Savvy marketing strategies and access to in-person sales channels, foot traffic, natural resources, and infrastructure. Prime locations and territories are examples of marketing assets with tangible goodwill value.

Vendor Relationships

Established networks of quality suppliers and distributors who offer favorable terms. Long-standing vendor relationships benefit the business.

Future Potential Earnings

Financial projections, growth opportunities, access to markets, and economic factors that signal strong future profitability. The promise of future earnings potential speaks directly to the sustainability of goodwill.

These goodwill components combine to generate increased earning power and competitive differentiation. While individually they are hard to quantify, collectively they materially impact the value of your business.

The Financial Mechanics of Goodwill

In financial terms, goodwill is calculated as the purchase price of a business minus the fair market value of tangible assets and identified intangible assets. For example:

  • Purchase Price of Business: $5 million
  • Fair Market Value of Tangible Assets: $2 million
  • Fair Market Value of Identifiable Intangible Assets: $500,000

Goodwill = Purchase Price – Tangible Asset Value – Identifiable Intangible Asset Value Goodwill = $5,000,000 – $2,000,000 – $500,000 Goodwill = $2,500,000

Thus, the excess value of the purchase price after accounting for tangible and identifiable intangible assets is allocated to goodwill. This reflects the worth ascribed to the company’s brand, customers, talent, and earnings potential.

The purchase price is typically higher than the company’s book value (the value of assets recorded on the balance sheet) because historical cost may not reflect current fair market value. Tangible assets like real estate, machinery, and inventory can appreciate significantly over time.

When companies are sold, most buyers are willing to pay more than book value due to the perceived future earnings conferred by goodwill. For example, Coca-Cola’s book value is significantly lower than the $260 billion market value because of the enormous goodwill value of its brand. Thus, goodwill helps explain the difference between book value and fair market value.

The Role of Goodwill in Business Valuation

Goodwill often makes up a sizeable portion of a company’s overall valuation. While the exact ratio varies by industry, goodwill can account for more than 50% of a company’s market value in many cases. Tech companies and consumer brands tend to have higher goodwill, while manufacturing and asset-heavy businesses have lower goodwill.

For example, when Mars Inc. acquired Wrigley for $23 billion in 2008, over $16 billion was attributed to goodwill value beyond Wrigley’s physical assets. This illustrates how the Wrigley brand, loyal customers, distribution channels, and growth potential accounted for nearly 75% of the purchase price.

Thus, failing to accurately evaluate goodwill can greatly underestimate or overestimate a company’s fair market value. This has important implications whether a business is being bought, sold, or merged. Many small business owners who minimize goodwill may underprice their business while buyers who overestimate goodwill may overpay.

Since goodwill is a key factor in the valuation of many businesses, especially those short on hard assets, understanding and properly quantifying its value is essential for both buyers and sellers during the process of transferring ownership. Expert valuation is often required.

Goodwill Impairment: What It Is and Why It Matters

While goodwill arises during the purchase of a company, goodwill impairment occurs when the carrying value of goodwill on the buyer’s balance sheet exceeds its fair value. This typically happens due to unforeseen events that negatively impact factors comprising goodwill, like brand reputation, customer retention, or future earnings.

Impairment leads to write-downs and charges against earnings. This non-cash expense signals erosion of goodwill but does not impact cash flow. Events triggering impairment include economic recessions, loss of major customers, increased competition, lawsuits, or changes in regulations.

Since goodwill is evaluated at least annually, impairment matters to both current owners and prospective buyers. Significant impairment decreases net worth and signals weakness, impacting the company’s perceived value. Business owners should monitor goodwill regularly for any events or trends suggesting impairment to maintain an accurate valuation.

Tax Implications of Goodwill

The tax treatment of goodwill is complex when a business looks to transfer ownership. When structured as an asset purchase deal, goodwill is considered an amortizable intangible asset from the buyer’s perspective. This allows tax deductions for the buyer over 15 years by amortizing the amount paid for goodwill.

For sellers, the proceeds attributed to goodwill are taxed as a long-term capital gain if the seller owned the business for more than a year. The capital gains tax rate ranges from 0% to 20% based on income level, which is lower than ordinary income tax rates. Thus, properly allocating the sale price between tangible assets and goodwill can have major tax implications for both buyers and sellers.

Since the IRS may scrutinize these allocations, sellers generally want to maximize goodwill while buyers want to minimize it. Sellers benefit from the preferential capital gains rate while buyers obtain tax deductions via amortization. Given the tax nuances and potential tax consequences, consultation with a business valuation expert and tax professional is recommended before finalizing any sale.

The Misconceptions Surrounding Goodwill

Despite its importance in business valuation, goodwill remains elusive and misunderstood. Common misconceptions include:

  • Goodwill only matters for publicly traded companies. In fact, privately held companies benefit greatly from establishing and tracking goodwill when positioning for a future sale.
  • Goodwill just inflates value artificially. While there is risk of overestimating goodwill, properly quantified goodwill represents real financial value. It’s supported by metrics like repeat sales, conversion rates, and profitability benchmarks.
  • Goodwill value is short-lived. If the components of goodwill are maintained, the value is sustainable. Brands like Coca-Cola illustrates goodwill can persist for generations.
  • Goodwill impairs automatically during recessions. Strong brands can maintain goodwill value even during downturns if customer loyalty remains intact.
  • Goodwill is the same as blue sky value. Calling goodwill just “blue sky” underestimates the tangible ways brand, customers, talent, and culture create value. Proper financial modeling can quantify goodwill.

With knowledge and expert input, these misconceptions can be avoided. Goodwill can be measured with acceptable accuracy using frameworks like excess earnings and brand valuation methodologies. There are real drivers behind goodwill.

The Role of Business Valuation Experts

Given the complexity of goodwill as an intangible asset, partnering with a professional business valuation expert is key. They provide an objective, skilled perspective to quantify goodwill based on experience across a range of transactions with similar businesses in the same industry or in similar industries. Experts also bring credibility if the valuation requires justification.

Business valuation professionals assist small business owners in several ways:

  • Identifying all sources of goodwill unique to the business based on due diligence
  • Isolating financial value attributable to goodwill vs. hard assets
  • Determining fair market value through methodologies like discounted cash flow analysis
  • Benchmarking goodwill as a percentage of total value against other sales
  • Providing documentation to support goodwill valuation if challenged
  • Navigating the tax implications of goodwill for structuring the sale
  • Assessing if recorded goodwill has become impaired

For business owners thinking of selling your business, the incremental expense of an expert appraisal is money well spent given the stakes involved. Professional valuation gives buyers confidence they are not overpaying while helping sellers prove their full business value.


Goodwill remains an often misunderstood and underappreciated concept in business valuation. Despite being intangible, goodwill has concrete financial worth due to the many ways brand reputation, customers, talent, processes, and growth potential contribute value. Especially when selling or acquiring a business, owners need to calculate goodwill accurately to avoid underpricing or artificially inflating their company’s true market value.

By fully recognizing the sources and quantifying the financial impact of goodwill, both buyers and sellers can transact with business value confidence and achieve better outcomes. With so much at stake during the process of selling or buying a business, seeking guidance from valuation professionals is key to maximizing value and navigating deals successfully.

Contact Fair Market Valuations today to learn more about our business valuation services and to schedule an in-person, no obligation meeting with one of our nationwide professional experts.