Goodwill isn't the value of the brand. It's just an accounting term to account for the difference in book value and purchase price. Goodwill is basically everything valuable about a company that isn't reflected on their books. Things like relationships with suppliers/buyers, customer base, institutional knowledge, specialized employees, etc.
They're not. That's why purchase price and book value are often different. Goodwill is the difference between the two in order to make the purchaser's books make sense.
Let's say you're buying a trucking firm. Their only assets are 10 trucks worth a total of one million and they have no liabilities. The book value of that firm is one million. Let's say that the firm is one of the few with the specialized knowledge required to ship radioactive waste. They make quite a bit of money so you buy them for their market value of 10 million.
If we look at your books, it looks like you just spent 10 million for 1 million of assets. In other words, your company just lost 9 million dollars. Obviously that doesn't make sense. The accounting way out of that is to add in 9 million dollars of goodwill. The transaction is then 10 million for 1 million worth of trucks and 9 million worth of goodwill. So now you're paying 10 million for 10 million worth of assets and don't show a loss on your books.
Say a year later due to some safety issues you lose your license to ship radioactive waste. Now the trucking company is just a regular ole trucking company and worth a lot less. So you write down the value of the goodwill so your books reflect reality and use the write down to offset profits to lower your taxes.
SaaS companies are very asset-light. Take a look at Salesforce, for example: $17.5 billion dollars of assets on the balance sheet... of which ~$6 billion is cash, $7 billion is goodwill, and only about $141 million is capitalized software.
(Most of their expenditures to produce software are expensed rather than capitalized.)
On the lower end of the scale, liabilities of SaaS companies exceed assets (as measured formally for a balance sheet) quite frequently. The shareholder equity for both of my businesses was negative when I sold them.
I'm not an accountant so take this with a grain of salt, but no a SAAS company would not have a zero book value. The software powering the company is an asset and should be a quite valuable one. A zero book value company would be something like a consulting firm.
Because it’s impossible to come up with a fair value for these concepts. They are not fungible, traded goods, nor is there an actual amount paid at some point to buy them as a reference.
