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Diversifying the Alberta Economy 1st of 3 white papers Capitalizing Intangible Assets Contact :the authors Robert McGarvey [email protected] 780.433.5086 Joe Batty [email protected] 604-824-5713 [Capitalizing Intangible Assets] | 2 Executive Summary Alberta’s economy is facing its most trying circumstances since the 1930s. With oil prices collapsing, major projects delayed or cancelled and capital disappearing from major sectors of the economy, there is a compelling urgency to find ways to diversify the Alberta economy and, in the process, reduce our overdependency on the volatile oil and gas industry. Of course, governments have been promising Albertans a more diversified economy for decades. We believe past diversification attempts have failed because governments have either been too deeply involved in diversification (picking winners, owning businesses outright) or too distant (simply leaving diversification to the ‘market’). Both of these strategies have failed to achieve any significant progress. We believe the heart of the problem is structural and that diversification of the Alberta economy needs to begin with fundamental reforms: 1. Adapt to the new economy: The economy has changed in the past 50 years, while Alberta’s banks and other financial institutions have not. Many of Alberta’s most exciting growth opportunities are technology-based; that is, they are underpinned by patented inventions, copyright software and services. However, Alberta’s financial infrastructure has not adapted to these new assets, undermining the free flow of capital. As a result, various sectors of the Alberta economy, including the technology sector, are undercapitalized and therefore underperforming in the market. [This paper outlines the growing importance of intangible assets and presents a methodology to help technology companies overcome this deficiency.] 2. Reform Alberta’s capital markets: Capital markets are out of sync with the new economic reality. Unfortunately, there is an overwhelming bias in Alberta’s capital markets, funneling investment toward unproductive stock market speculation. Approximately $2 billion a month in managed investments (RRSPs, TSFAs, pension and mutual funds) leaves Alberta to be invested on Bay or Wall streets. Capital market reforms could redirect some part of this capital to local businesses, allowing Albertans to make direct investments in investment ready opportunities that help diversify the Alberta economy. [Our second white paper will investigate ways to reform capital markets to encourage more direct investment in Alberta.] 3. Managing change: Diversifying Alberta’s economy means doing things differently, capitalizing intangible assets and opening new sources of capital for Alberta businesses. But these new approaches also need to be augmented by informed leadership and competent management. The third white paper in our series outlines some of the most common management challenges in technology companies and other SMEs (small to medium sized businesses) and addresses the means of preparing them for investment. The key objectives of management in this role are to prepare the opportunities for commercial success, in other words, get them market ready and investment ready, properly structured to receive an investment and to deliver a return on investment. [Our third white paper will outline a pathway for launching new and exciting businesses in Alberta, creating entire new industries and diversifying the economy.] [Capitalizing Intangible Assets] | 3 The Alberta Economy is Changing Like many other western developed economies, Alberta’s is being buffeted by deep trends in global capitalism. In the last few decades, the global economy has been radically transformed by the meteoric rise of China (and other emerging economies) abroad and an almost invisible asset revolution at home. The scale of the changes is written in the numbers. Since the late 1950s, in the U.S. and other western economies, intangibles (services and intellectual forms of property, such as patents, copyright materials, software and network applications) have increased in economic importance. Today, intangibles have displaced the more familiar tangible assets as the primary engine of growth in all developed economies. Studies conducted by the World Bank suggest that these new sources of value now contribute more than three-quarters of GDP. While this newer intangible economy is growing, industrial-type manufacturing is in decline. Consider that between 1995 and 2002 developed economies in the West lost 22 million industrial jobs. In the last decade, the United States economy alone lost close to 25 per cent (four million) of its domestic manufacturing jobs. Yet, despite the shrinking of their industrial work forces, the output in these countries as a measure of GDP increased by half. Investment in Research and Development is Growing As a consequence of these underlying trends, technology (research and development) is playing an increasingly important part of Alberta’s economic future. Gross domestic expenditures on research and development (GERD) in Alberta amounted to $3.6 billion in 2013 and will top $4.0 billion in the near future. Industry in Alberta invested the lion’s share ($2.05 billion) of Alberta’s R&D spending. Suncor, for instance, invested $1.2 billion in a dry tailings technology that is expected to reduce the [Capitalizing Intangible Assets] | 4 environmental impact of oils sands development. Other operators, including Shell, Syncrude and Canadian Natural Resources, are financing university R&D or conducting in-house research developing new methods of heavy oil and/or bitumen extraction. These new technologies will reduce their costs dramatically and eliminate unsightly environmental problems that have plagued the industry. In 2013, federal and provincial governments also invested heavily in R&D; together they contributed $829 million in grants, mostly to universities in Alberta conducting primary research. The result, in areas of excellence like bio-refining, (space age) materials, nanotechnology, clean tech, biotechnology and health care, is very impressive. World-class innovation is being generated in Alberta and has been for decades. A significant proportion of this innovation eventually finds its way into small to medium sized enterprises (SMEs) that attempt to commercialize this innovation. The Starvation Zone Regrettably R&D development, as valuable as it is, will not diversify Alberta’s economy. Alberta’s innovation is stymied because Alberta’s innovators are unable to gain access to the capital and other (human capital and institutional) resources they need to realize their potential. While there are plenty of resources (grants, facilities, related expertise) available for conducting the primary R&D through university and related funding channels, once a technology is out in the market the support and financing options diminish significantly. The problem is, very few of the thousands of technology rich startups that exist today are able to escape the Starvation Zone and become successful commercial businesses in Alberta. What is the Starvation Zone? It is the financial black hole that technology meets when it emerges from the laboratory. Banks, for example, are NOT equipped to finance (pre-revenue) start-up ventures and don't (or won't) recognize the collateral value of intangible assets. As a result, low-cost bank financing channels are closed to these companies, limiting their growth potential. Venture capital or VC (SME’s alternative financing option) is expensive and very scarce in Alberta; regrettably, VC business models can address only a small fraction of the market and are specifically designed for rapid ROI (return on investment). As a result of these limitations, even when they invest VCs are not designed to help technology companies achieve their full potential. VCs finance only those companies with very high return potential. Despite choosing only a handful of winners, the VC success ratio is very low; only one success in six or seven ventures. VCs are further limited in the capital sums they can invest; it’s very seldom enough to realize the full global potential of the venture. Regrettably, as a result, a technology success in Alberta most often involves the sale of a world-class technology to a U.S., Chinese or South Korean venture firm at pennies in the dollar. This represents a direct loss of opportunity for Alberta-based innovators and a missed opportunity for economic diversification. So, what do we do to solve this problem? Identify and Capitalize Intangible Assets The first step in overcoming this problem involves adapting to the new economic reality. Governments, corporate leaders, bankers and other financiers have much to gain by recognizing and capitalizing new classes of intangible assets derived from intellectual property. What is intellectual property? [Capitalizing Intangible Assets] | 5 Intellectual property is knowledge, specialized skills and other (often digital) value drivers in trademarks, patents, copyrighted materials, contracts and/or communities-of-practice (another name for commercial networks). Unlike the more traditional assets, such as land, industrial equipment or inventory, intellectual forms of property are not physical, manufactured items. Therefore, to quantify them as assets a process needs to be undertaken. [Informal protocols are emerging in the handling of intangibles. As they mature they’ll evolve into formal, recognized processes.] For example, if University of Alberta researchers develop a new approach to solving the oil sands tailings problem or develops a new cancer drug, they’ll take the underlying innovation and then document it, codifying it formally. If the innovation is text-based or computer code, then it’s automatically protected by copyright; if it is new technology, then the inventors will attempt to have the innovation patented (generally) or protected as a trade secret. After this process is completed, the individuals or corporations involved will have acquired an ownable form of intellectual property. If that intellectual property (IP) has (monetary) commercial value, the researchers will have something more than IP; they will have ownership of Intellectual Capital (IC). If this IC is then transferred into a startup (technology) company, and if the IC is handled appropriately from an accounting perspective, it can become that most coveted form of property, an Intellectual Asset (IA). Why Assets Matter Assets matter in business for two critical reasons. One, an asset is something an individual or business owns and from which they can expect future economic benefit. They are the fuel that drives productivity and cash flow. Two, assets are a form of captured value. If they’re handled and accounted for properly, then they can be valued and used for collateralizing a bank loan or as security for an equity investment. A collateral grade asset provides financiers, bankers, investors or joint venture partners with a kind of insurance. For instance, if a bank lends money for a mortgage then the loan is secured against the asset value of the house. Why is this important? Because in the case of default the asset (house) can be repossessed by the bank and sold to another buyer, helping the bank recover its loan principal. This insurance takes significant risk out of investment decision-making, allowing the free flow of capital into (in this case) the housing sector. Consider that it’s often easier to get a $30,000 car loan than to get a business loan. Why is this the case? An individual can get financing approval to buy a new car these days by securing the auto loan against the asset value of the car. If the purchaser can’t make his or her monthly car payments, then the finance company can recover its costs by repossessing the asset. Traditionally, bankable collateral grade assets have been what economists call capital grade; that is they are tangible. They’re (generally) physical manufactured items that have a long accounting and business history. Today, however, the asset foundations of our economy are becoming more intangible. Major accounting standards boards are redefining what an asset is and are offering new guidelines on how to account for intangibles. The International Accounting Standards Board (IASB) defines an asset broadly: an asset is a resource that is controlled by the enterprise as a result of past events (for example, purchase or self-creation) and from which future economic benefits (inflows of cash or other assets) are expected. The board defines an intangible asset (IAS 38) as: An identifiable non-monetary asset without physical substance. The IASB goes on to set the parameters of acceptance: Thus, the three critical attributes of an intangible asset are: [IAS 38.8], the asset must meet the GAAP standard of Identifiability. In addition, the company must demonstrate its control (power to obtain benefits from the asset) and there must be an expectation of future economic benefits (such as revenues or reduced costs in future). [Capitalizing Intangible Assets] | 6 Despite the fact that intangible assets are clearly playing key roles up and down the economy, they remain difficult to manage, require new skills to identify and are accompanied by a host of unfamiliar risk factors which complicates the handling of these assets from a corporate prospective. More importantly, because of Canadian tax law and traditional accounting practices, most intangibles are written off for tax purposes and therefore do not appear on the company’s balance sheet. Despite these procedural difficulties, the secret to diversifying Alberta’s economy lies in redirecting capital to under-performing sectors of our economy. Accomplishing this means recognizing that the economy has changed and adapting our business practices, accounting standards and banking protocols to identify and capitalize these new forms of value as quickly and as accurately as we can. Strengthening your Technology Balance Sheet The first step in creating a more successful technology sector, for example, is to identify and capitalize the billions of dollars of (presently invisible) intangible assets in Alberta companies. Doing so would formally quantify the value of a technology company’s assets, strengthening their balance sheets and make them more attractive to banks and other debt and equity financiers. The Government of Alberta could materially improve the success rates of technology SMEs by supporting educational programs to inform corporate managers and other related professionals of the importance of intangibles and work with the Government of Canada to remove various impediments to the capitalization of intangible assets. Stronger balance sheets are NOT an end in themselves, but need to form part of a coordinated effort to increase the flow of capital to this vital sector of the economy. The Importance of Stronger Balance Sheets Technology commercialization represents a critical element in any Alberta diversification strategy. Like all sectors in our economy, technology needs its own nutrient-rich commercial biosphere. This protective environment wants, first of all, the raw material of innovation but it also needs access to vital nutrients including expertise in commercialization, production, global marketing, sales and finance in order to create the conditions for life. Clearly, we have many of the ingredients for this biosphere already. Alberta is rich in innovation and has expertise of all sorts, including business development specialists, technology incubators and related support services. What it lacks is access to finance. Formal treatment of the (presently invisible) intangible assets on technology balance sheets would strengthen many company’s financial metrics; perhaps help quantify leverage-able collateral. This additional asset strength can be translated into financial strength by reducing debt-to-asset ratios, providing new internally generated collateral, increasing leverage opportunities with banks, bond markets and other debt and equity financiers. While IP capitalization is not sufficient in and of itself, it is a necessary first step in ‘oxygenating’ the technology biosphere. Doing so in tandem with capital market reforms (subject of our next white paper) would help achieve the goal of diversifying Alberta’s economy. [Capitalizing Intangible Assets] | 7 Case study Capitalizing IP: San Jose, California A few years ago, Joe and I experienced, first hand, the impact of non-traditional assets on SMEs ability to finance their growth. One of our clients was an Access Security systems manufacturer, headquartered near San Francisco. There are giant global companies that dominate the market for office security systems; our client wasn’t one of those. It was a smallish technology player selling into the western U.S. market. It produced relatively cost-effective security solutions and relied strongly on its close personal relationships to market and sell its products. Here is the chronology of events: The company was a 9-year-old company that had developed a cost-effective line of Access Control security systems and other technology related corporate security applications. Their original product line had a competitive cost advantage. The company had reached (annual) gross sales of approximately US$14 million. At the time of our engagement, the company was in the final stages of developing a new suite of security systems and products to take the company to the next level. Presuming the company could finance its product development and had the marketing resources it needed, it expected to be able to double the sales within two years and would make these new sales more profitable. The company estimated it needed an additional investment of $3 million to initiate the new manufacturing plan and the more aggressive marketing strategy. After an initial assessment by the strategists, Beckett Advisors decided to call in (intangible accounting specialist) Joe Batty to see if the company had alternatives to an equity investment. And, sure enough, Joe was able to assist. The initial accounting assessment: The company gross sales had grown steadily over the nine-year period from less than $500,000 in Year 1 to slightly more that $14 million in Year 9. According to the books, the company had shown losses in years 1 through 8 and showed a profit in Year 9 of approximately $200,000. Accumulated deficits for the nine years were more than $5 million. The company had limited assets and limited liabilities. After Joe interviewed the company management, he discovered they had been steadily reinvesting every extra dollar that was available into R&D, a continuous stream of redesigned and new products. He asked the simple question, “Do you know what your assets are? They answered: “Certainly, it is our line of products.” He then asked: “Why don’t your financial statements show these assets?” We recommended that they treat their product line as assets, re-examine their procedures for engineering, manufacturing, and then capitalize the costs associated with the development of these assets. After about a week of analysis with their engineering staff, their accounting staff and the external accountant, Batty recommended a series of policies that would lead to a change in the company’s approach to accounting. [Capitalizing Intangible Assets] | 8 The external accountant agreed to allow the company to restate its last five years of financial statements and show the product line as intangible assets on these statements. This change was dramatic: Stronger Balance Sheet: The company’s IP added $4.5 million worth of assets on the balance sheet. Improved Income Statement: Financial statements showed strong and growing profits for the last 5 years. Recent Performance: Year 8 showed a profit of approximately $1 million and Year 9 showed a profit of more than $1.5 million. The accumulated debt was almost written off. The Result: the same bank manager who refused the company’s initial loan application based on its weak balance sheet approved a $3-million line of credit based on the revised financial statements. About the authors Robert McGarvey: Robert is a consultant economist, geologist and co-founder of the Genuine Wealth Institute of Edmonton. Over the course of his career, he has held a variety of senior management positions. Robert began his career as a petroleum geologist in the oil industry in Calgary, Canada, and went on to become the Managing Director of Merlin Consulting, a London, U.K.-based consulting firm. Since returning from the United Kingdom, McGarvey has been the President of Negawatt International Inc., a Canadian electronics group and Head of Strategy for Beckett Advisors, a consulting group based in Los Angeles, California. Robert is a columnist with Troy Media and has been an Executive Committee Member of the U.K.-based Economic Research Council (ERC) since 1991 (www.ercouncil.org). Founded in 1943 in London, the ERC investigates economic and political change and studies their impact on global business. Joe Batty: Joe is an accountant and associate member of the Genuine Wealth Institute with a specialty in new asset management. He has a long history in financial management and is a leading authority on structuring and financing knowledge rich companies. Joe has held many corporate directorships and senior management positions, including a three-year tenure as CEO of a Canadian electronics group. During his tenure as VP of Finance at NAIT (Northern Alberta Institute of Technology), Joe's interest and involvement in new products and technologies led to his spearheading a technology transfer liaison program between NAIT professional staff and industry. Two decades later, the Liaison Program remains a vital source of innovation for Canadian companies. With more than 40 years of experience in finance and accounting, Joe demonstrates a proven track record of helping business – large and small – set up financial systems in support of their strategic goals and objectives. The work Joe has done over the years has made him an authority on the identification, evaluation, valuation and (where appropriate) capitalization of “Intangible Assets”. His specialty is unique. Every financial manager today needs to know and understand these principles: The success of their businesses depends on it.