Skip to content

Valuations

When a simple purchase price allocation stops being simple

Valuation and deal analysis

A purchase price allocation is usually mechanical. Identify the intangibles, value them, allocate the residual to goodwill. It stops being mechanical in four situations, and it is worth knowing which one you are in before the timetable is set.

Contingent consideration

An earn-out turns a one-off exercise into a recurring one. It has to be fair-valued at acquisition and remeasured every period after, and the assumptions have to be defensible each time.

Customer relationships without customer data

The most commonly recognised intangible depends on attrition data that many private targets simply do not keep. The workaround is not to guess — it is to say what you used instead, and why.

A bargain purchase

Negative goodwill is treated as a red flag by auditors, and reasonably so. It usually means something in the allocation is wrong. Occasionally it is real, and then it requires a reassessment you should document before anyone asks.

Deals close together

Two acquisitions in one period is not twice the work — it is more, because the comparison between them invites questions neither would face alone. Consistency of method matters more than the individual answers.

If none of these apply, a PPA is a fortnight. If one does, plan for longer and start earlier.

Tapiwa Njikizana

Technical Director

Twenty years on the standards that give reporting teams the most trouble, and a habit of explaining them without the jargon.

Not sure where to start?