A Primer on Bargain Purchases and Negative Goodwill

Abstract

When a change of company control occurs, such as an acquisition, a valuation of the assets acquired must be performed to be compliant with generally accepted accounting principles, as mandated by the Financial Accounting Standards Board (FASB) and addressed in Accounting Standards Codification (ASC) 805: Business Combinations. This type of exercise is commonly referred to as a purchase price allocation, since the purchase price of the subject company is allocated across all tangible and intangible assets and liabilities acquired. Generally, the value of the subject company is greater than the value of the acquired assets, or in other words, “the whole is greater than the sum of the parts.” However, what if the sum of the parts is greater than the whole? This paper looks at transactions involving fair value and bargain purchases, the differences between the two, and how bargain purchases should be addressed.