Purchase price allocation shifts away from goodwill

BVWireIssue #132-3
September 25, 2013

More value is being allocated to identified intangible assets and less to unidentified goodwill, according to a report from Houlihan Lokey on purchase price allocation.

The analysis examined 511 transactions in which the acquiring company was based in the United States and publicly held. The study uses “purchase consideration,” which is the sum of the purchase price paid and liabilities assumed in connection with a business combination. The study excludes transactions involving financial institutions, which have uniquely large allocations to intangible assets.

Changing mix: The percentage of the purchase consideration allocated to intangible assets increased to 32% on average in 2012, up from 26% in 2011. The percentage of purchase consideration allocated to goodwill, on the other hand, dropped to 31% on average in 2012, compared with 38% in 2011.

Categories of intangible assets acquirers most frequently identified were customer-related intangibles (cited in 53% of deals), trademarks and trade names (41%), developed technology (39%), and in-process research and development (9%). Other intangible assets typically included were noncompete agreements, licenses, permits, and other contracts or agreements, according to Houlihan Lokey.

It’s not surprising that more value is being allocated away from goodwill, which is subject to an annual test for impairment or if events occur that affect its value.

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