Managing Partner
Carlos Bernardo Gonçalves
20+ years in M&A, structured finance, and corporate finance. Partner responsible for Business Valuation, Intangible Assets, and Fairness Opinions.

Where value resides outside the balance sheet.
Intangible asset valuation is mandated by accounting, transactional, or tax purposes. In all of them, correct identification of separable or contract-originated intangibles is the starting point: and what auditors challenge most.
The IAS 38 taxonomy organizes identifiable intangibles into four families. Each admits one or two dominant methodological approaches, calibrated to the economic nature of the asset.
Predominantly valued by relief from royalty: DCF of royalties avoided, with royalty rate built from licensing comparable transactions, sector benchmarks, and economic attribution via margin analysis. In premium brands, complemented by the excess earnings method and brand premium observed in precedent transactions.
Predominantly valued by the Multi-Period Excess Earnings Method (MEEM): DCF of excess earnings attributable to the customer base, with contributory asset charges (CAC) deducted for working capital, fixed assets, workforce, brand, and technology. Mandatory reconciliation via WARA (Weighted Average Return on Assets) compared with the entity's WACC.
Valued by the income approach with DCF of contract-specific cash flows over the remaining term, discounted at a rate adjusted to contractual risk. In contracts with probable renewal, explicit treatment of renewal probability and cost is embedded in the projection horizon.
For software developed internally without active market, depreciated replacement cost with developer-cost and time-to-market benchmarks. For patents and processes with identifiable economic flow, relief from royalty or MEEM calibrated to expected technical useful life and technological obsolescence.
The procedure below is applied in full to PPA engagements, with depth adjustments according to intangible materiality and information availability.
Contractual, regulatory, and operational analysis to identify all intangibles meeting separability or contract-origin criteria under CPC 04 / IAS 38.
For each identified intangible, mapping of generated revenue, direct expenses, allocated capital, and residual economic margin attributable to it.
Construction of expected useful life based on attrition curve (customer-related), contract term (contract-based), brand economic life (marketing-related), or technology cycle (technology-based). Defended with sector benchmarks.
For relief from royalty, royalty rate built from licensing comparables, RoyaltyStat or proprietary databases, with adjustments for exclusivity, territory, term, and exploitation level. For MEEM, residual margin after contributory asset charges.
Projection of attributable cash flows over technical useful life, discounted at intangible-specific rate (CAPM adjusted for intangible risk vs. entity risk).
Application of fiscal amortization benefit over the calculated value, according to the applicable tax rate and the fiscal amortization period in the relevant jurisdiction.
Mandatory reconciliation of WARA: weighted sum of return rates across identified assets, against the entity's WACC. Material divergence requires rebalancing of assumptions.
Full documentation with working papers archived for seven years, formal report following CPC 04 / IAS 38 standard, and availability for auditor review.
Intangibles valuation is the most frequently reviewed area of PPA by Big Four auditors. The points below concentrate the highest volume of challenge.
The most frequent risk is leaving material intangibles unidentified: typically contracted backlog, customer relationships, or proprietary know-how, which end up absorbed into goodwill. Auditors push particularly on PPAs where goodwill exceeds 60% of the excess over acquired equity.
IAS 38 requires technical useful life based on economic foundation, not on fiscal or accounting convenience. Standardized useful lives (5 years for everything) are a classic red flag.
Royalty rates applied without licensing comparable benchmarks, or applied without adjustment for exclusivity, territory, and term, are frequently challenged. Construction must be quantitative and auditable.
Understated CACs: particularly for workforce and technology: inflate MEEM and contaminate all intangibles valued by the method. WARA reconciliation is the most effective test for flagging inconsistencies.
Customer relationships valued with optimistic attrition curve: or linear when the sector is characterized by non-linear churn: produce oversized MEEM. Defense requires empirical historical cohort analysis, not generalized assumption.
Automatic application of TAB in jurisdictions where the intangible is not fiscally amortizable (or where amortization is limited) is a clear technical deficiency. TAB must be modulated by specific fiscal regime.
| Standard | Scope |
|---|---|
| CPC 04 / IAS 38 | Intangible Assets: recognition criteria, initial and subsequent measurement, useful life and amortization. |
| CPC 15 / IFRS 3 | Business Combinations: reference for identification and measurement of intangibles acquired in PPA. |
| CPC 46 / IFRS 13 | Fair Value Measurement: fair value hierarchy applied to intangibles. |
| IVS 210 | Intangible Assets: international standard for intangible asset valuation. |
| CPC 01 / IAS 36 | Impairment of Assets: reference for impairment of finite-life intangibles. |
| IASB ED/2024/1 | Exposure Draft on goodwill and impairment: relevant for ongoing discussion of shielding effect and KOT monitoring in impairment tests. |
Engagements involving intangibles valuation conducted by the CBG team.
Case · Telecom
Valuation of customer relationships, regional brand, and contractual backlog in fiber-optic operator for foreign PE fund.
Case · Impairment B3
Recoverability of goodwill and deferred assets, with CGU review by automaker brand and impairment testing of intangibles under CPC 04.
Case · Retail B3
Impairment testing of fixed assets and intangibles allocated to CGUs by store, in one of Brazil's largest listed food retailers.
Case · Infrastructure
Level 3 fund quota measurement in urban-rail concession, with valuation of the concession right as the main intangible.
Managing Partner
20+ years in M&A, structured finance, and corporate finance. Partner responsible for Business Valuation, Intangible Assets, and Fairness Opinions.
Sr. Manager · BV
10+ years in valuation consulting, with prior experience at a Big Four firm. Specific experience in PPA and intangibles impairment.
Manager · BV
10+ years in valuation, with prior experience at Deloitte and Apsis. Background in MEEM modeling, WARA, and relief from royalty.
Next step
One-hour exploratory meeting, under NDA, with initial scenario diagnosis and mapping of critical assumptions. No cost, no commitment.
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