What is Purchase Price Allocation (PPA)?
Purchase Price Allocation (PPA) is an acquisition accounting process of assigning a fair value to all of the acquired assets and liabilities assumed by the target company.
- What is purchase price allocation (PPA)?
- What are the steps to purchase price allocation (PPA)?
- Why are the acquired assets and liabilities adjusted to reflect their fair value?
- What role does goodwill serve in purchase price allocation (PPA)?
Table of Contents
Purchase Price Allocation (PPA) Overview
Once an M&A transaction has closed, purchase price allocation (PPA) is necessary under accounting rules established by IFRS and U.S. GAAP.
The objective of purchase price allocation (PPA) is to allocate the price paid to acquire the target company and to allocate them to the target’s purchased assets and liabilities, which must reflect their fair value.
The steps to performing purchase price allocation (PPA) are the following:
- Assign the Fair Value of Identifiable Tangible and Intangible Assets Purchased
- Allocate the Remaining Difference Between the Purchase Price and the Collective Fair Values of the Acquired Assets and Liabilities into Goodwill
- Adjust Newly Acquired Assets of the Targets and Assumed Liabilities to Fair Values
- Record Calculated Balances on the Pro-Forma Balance Sheet of the Acquirer
Purchase Price Allocation (PPA) Impact
Upon transaction close, the acquirer’s balance sheet will contain the target’s assets, which should carry their adjusted fair values.
The assets most likely to be written up (or written down) are the following:
- Property, Plant & Equipment (PP&E)
- Intangible Assets
Moreover, the fair value of the tangible assets – most notably, property, plant & equipment (PP&E) – serves as the new basis for the depreciation schedule (i.e. spreading out the capital expenditure across the useful life assumption).
Likewise, the acquired intangible assets are amortized over their expected useful lives, if applicable.
Following a transaction with increased future depreciation and amortization expenses, the acquirer’s net income tends to fall in the initial periods after transaction close.
Goodwill in Purchase Price Allocation (PPA)
To reiterate from earlier, goodwill is a line item designed to capture the excess purchase price over the fair value of the target company’s assets.
The majority of acquisitions contain a “control premium,” since an incentive is typically needed for the sale to be approved by existing shareholders.
Goodwill functions as a “plug” that ensures the accounting equation remains true post-transaction.
- Accounting Equation: Assets = Liabilities + Equity.
The goodwill recognized after purchase price allocation is typically tested for impairment on an annual basis but cannot be amortized, although the rules have been modified for private companies.
Identifiable Intangible Assets in Purchase Price Allocation
If an intangible asset meets either or both of the criteria below – i.e. is an “identifiable” intangible asset – it can be recognized separately from goodwill and be measured at fair value.
- The intangible asset is related to contractual or legal rights, even if the rights are not separable/transferable.
- The intangible asset can be separated from the acquisition target and be transferred or sold without restrictions regarding transferability.
Purchase Price Allocation (PPA) Example
Fundamentally, the purchase price allocation (PPA) equation sets the assets acquired and liabilities assumed from the target equal to the purchase price consideration.
Let’s say, for instance, that an acquisition target was acquired for $100 million.
The next step is to allocate the purchase price to the target’s net tangible book value.
- Net Tangible Book Value = Assets – Existing Goodwill – Liabilities
Note the existing goodwill of the target from earlier transactions is wiped out, and the previous carrying value must be excluded.
In addition, the shareholders’ equity account – assuming it is an acquisition of 100% of the target – must also be wiped out.
We’ll assume that the net tangible book value of the company is $50 million and mark up the assets and liabilities of the company to their fair value.
If we assume the write-up of assets was $10 million post-deal, the goodwill can be calculated by subtracting the fair value write-up amount from the net tangible book value.
- Goodwill = Purchase Price – Net Tangible Book Value + Fair Value Write-Up
Once we input our assumptions into the formula, we calculate $40 million as the total goodwill created.
- Goodwill = $100 million – $50 million + $10 million
- Goodwill = $40 million