Acquisition accounting refers to the accounting treatment that a company applies when it acquires another company. This process involves consolidating the financial statements of the acquiring company (also known as the parent) and the acquired company (also known as the subsidiary) into a single set of financial statements. The goal is to accurately reflect the financial position and performance of the combined entity after the acquisition.
Here are key concepts and steps involved in acquisition accounting:
1. **Purchase Price Allocation:**
– The acquiring company must determine the purchase price for the acquired company. This includes not only the cash payment but also the fair value of any assets, liabilities assumed, and equity instruments issued as part of the acquisition.
– The purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their fair values at the acquisition date. This process is known as purchase price allocation.
2. **Fair Value Assessment:**
– Fair value is the amount at which an asset could be exchanged or a liability settled between knowledgeable and willing parties in an arm’s length transaction.
– Assets and liabilities are assessed for fair value, which may involve using various valuation techniques, such as market comparisons, discounted cash flows, and appraisals.
3. **Goodwill Calculation:**
– Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. It is an intangible asset that reflects the value of the acquired company’s reputation, customer relationships, and other factors that contribute to its earning capacity.
– Goodwill is recorded on the balance sheet and subject to periodic impairment testing.
4. **Consolidation of Financial Statements:**
– The financial statements of the acquiring and acquired companies are consolidated to present the combined financial results of the new entity.
– The consolidated financial statements include the assets, liabilities, revenues, and expenses of both the acquiring and acquired companies.
5. **Recognition of Contingent Consideration:**
– If the purchase agreement includes contingent consideration (such as additional payments based on future performance), it is recognized and measured at fair value at the acquisition date.
6. **Recognition of Transaction Costs:**
– Transaction costs directly attributable to the acquisition, such as legal fees and advisory costs, are expensed as incurred.
7. **Subsequent Measurement and Impairment Testing:**
– Goodwill and other acquired assets are subject to periodic impairment testing. If the fair value of the reporting unit (which includes goodwill) falls below its carrying amount, an impairment loss is recognized.
Acquisition accounting is a complex process that requires careful consideration of fair value assessments and compliance with accounting standards, such as the International Financial Reporting Standards (IFRS) or the Generally Accepted Accounting Principles (GAAP) in the United States. Companies often seek the expertise of valuation professionals and accountants to ensure accurate and compliant acquisition accounting.