11/3/09

Can someone verify for me how to calculate Goodwill in an LBO?

I think it's: Equity Purchase Price - Book Value of Equity = Goodwill.

And BVE = Retained Earnings.

But what if BVE is > than Equity Purchase Price? Then Goodwill is negative? That doesn't seem to make sense to me.

Please clarify where I'm going wrong.

Comments (85)

11/3/09

then it would be an impairment

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11/4/09

Purchase Price (equity)- BV of Equity + Transaction Costs - Write up in PP&E - Write up in intangibles + Deferred Tax Liabilities (from write up in PP&E) + Existing Goodwill

There wouldn't be impairment... it is technically 'negative goodwill', which in reality means you've made a gain on the acquisition, I don't know the exact accounting treatment but I think you reduce some of the acquired assets or record it as an extraordinary gain in net income, which flows to equity making up the differnece.

11/4/09

Mergerarb is right - for negative goodwill you record it as a gain on the acquisition, which flows through SE.

To be clear, goodwill is the difference between what the buyer pays and the target's net assets at fair value (this differs slightly from mergerarb's algorithm in that it would include step ups of land, etc., which mergerarb didn't include explicitly, but the idea is correct).

However, you do not include transaction costs.

More precisely, under FASB 141R, the buyer values its acquisition at the fair value of the consideration transferred and include in this contingent consideration, but exclude direct business combination costs (which I interpret "transaction costs" to be).

Under 141, you would include direct combination costs but exclude contingent considerations, but that has been revised.

Also note that the DTLs arise because while GAAP mandates purchase accounting, the IRS does not. Thus, if the buyer elects to use pooling accounting on the IRS tax books, then there is no tax-deductible goodwill on the tax books, but there is on the GAAP books, creating the DTL. If, however, the buyer elects to use purchase accounting on the IRS books, there would be no DTL.

11/4/09

Much appreciated.

1/17/10

Actually let me add to this question if i may. I have seen models calculate goodwill and shareholder equity two different ways and am wondering if it is interchangeable or if one is more correct. The first method of goodwill and equity is:

Goodwill = Purchase price equity - Current BV equity + Transaction costs + old goodwill
Equity = cancel out old equity and make equity the contribution by sponsor

The other method i have seen is:

Goodwill = Purchase price of equity - Current BV equity + old goodwill
Equity = cancel old equity and make equity the contribution by sponsor less transaction costs

One method makes the purchase price effectively increased by the goodwill, the other makes the cash contribution decreased. I can see the logic in both situations but the net effect on equity is different (allocating transaction costs to goodwill increases it, deducting it from sponsor contribution obviously decreases it), so i'm wondering if one is more appropriate. Intuition and several models i have seen tell me choice one is the winner, but I read a good book that utilized the second method and is written by two bankers so I am questioning which is right.

1/17/10

It's the second option -- transaction costs are expensed immediately, and they are pulled from SHE. Transaction costs technically increase the amount of equity a sponsor must pay (as it is generally a "plug" from the S&U), but as I mentioned above, it is expensed at the close of the transaction.

1/20/10

The complex way of doing this for a stock sale ONLY, is as such:

Goodwill = Equity Purchase Price - Net Asset Value (Total Assets - Liabilities) - Fixed Asset Write Up - Intangible Write Up - DTL (Fixed Asset Write up + Intangible Write up * tax rate) - Old goodwill...

some people eliminate the DTA & DTLs but I personally have never done that...

transaction costs aren't taken into account in the goodwill, but the debt fees are capitalized and amortized of the life of each instrument and all other fees taken as reduction in Retained Earnings @ close...

The DTL captures the difference in write-up accounting treatments at close and is reduced over time by the fact that the tax depreciation is less as a result of not being written up.... on the other hand, if a MACRS or SYD is used on this un-written up basis and the book taxes are less than irs taxes, then you'd innately create a DTL and would by default increase it on the balance sheet... if DTL rises, that's an increase in cash, if it falls, that's a decrease of cash (as seen in the cashflow statement)

4/12/10

Follow up question. What if Target has different book vs tax balance sheet, which do you use for NAV and write-up calculations?

6/26/10

Greetings All,

My question is:

If Company A is acquiring Company B and goodwill is created. Company A and Company B both have 'EXISTING GOODWILL'. So the combined new entity's goodwill will comprise Company A exisitng goodwill and goodwill created from transaction.

And we do not add the goodwill Company B (being acquired). ?

Is this correct?

Thanks

2/5/13

Total preliminary purchase price - Acquired equity book value Elimination of existing goodwill = Preliminary Excess Purchase Price (PEPP)

Goodwill = PEPP - Preliminary Fair Value Adjustments (Sum of fair values of PP&E (Property Plant & Equipment) and Intangible assets - deferred taxes

Hope that helps...

"negative goodwill" is a Badwill.... that means the seller fucked it up! ;-)

2/5/13

The easy version....

Asset Purchase Price - Net Book Value of Assets Required = Goodwill.

2/5/13

Not only do I know you KNOW the answer... but you're just posting on purpose to sound intelligent :-) He he he

2/5/13

If I was a 100% sure ..I wont be asking.

2/5/13

I'm not sure how your scenario ends up with $6B in negative goodwill. Two things happen if you have negative goodwill (1) you must take an extraordinary gain to income or (2) you write down your non-current assets until there is no negative goodwill left.

I worked on a project where a company with $5B on their balance sheet was acquired for $140M. We wrote down all their assets to equal the $140M.

2/5/13

You cannot have negative goodwill. You just write down the assets to whatever you pay for them.

However, theoretically, you could have positive goodwill even if you pay less than book value. For example, you could get a valuation of the assets at $1B in your Delta Air example, write down the assets to $1B and then have $1B in new goodwill.

In practice, you just write down the assets.

2/5/13
Alpine:

You cannot have negative goodwill. You just write down the assets to whatever you pay for them.

However, theoretically, you could have positive goodwill even if you pay less than book value. For example, you could get a valuation of the assets at $1B in your Delta Air example, write down the assets to $1B and then have $1B in new goodwill.

In practice, you just write down the assets.

Right but that is considered negative goodwill.

2/5/13

yes, you take off PP&E pro rating it, once that is down to 0 then you go with extraordinary item

2/5/13

In the U.K. can you write down assets below fair value to clear -ve goodwill, or do u simply go with extraordinary gains on I/S?

2/5/13

The only time you take an extraordinary gain is when the assets cannot be written down any further. This usually occurs with liquid assets such as securities or cash.

Taking an extraordinary gain in such a case implies that you have received a bargain purchase, something that virtually never happens.

2/5/13

As has been said before, you first write up/down all assets to FMV. Then, you calculate your goodwill amount (purchase price - adjusted book value). If this is negative, you look at long-term assets (basically, not AR, cash, or inv, since these would result in you recognizing the gain immediatly) and allocate the negative goodwill across them proportionally (based on their relative % of total tangible assets). If, theoretically, you managed to completely wipe out the entire long-term asset balance, you'd have to recognize an extraordinary gain. However, that is incredibly unlikely to happen since someone is going to get sued by their shareholders (or if bankrupt, their debt holders) if they sell it for that low of a price. To get below the writedown of assets, it would basically mean that you're buying cash, secutiries, AR, and inv. (the short-term assets), for less than the FMV that you wrote them up (or down) to.

2/5/13

You're almost right. However, you say that that if you wipe out the entire long term asset balance you'd have to recognize an extraordinary gain. That's not true. An extraordinary gain is recorded when the "fair value" of the assets, as defined by GAAP, exceeds the purchase price. You are essentially writing up your retained earnings to make the balance sheet balance, hence the gain.

2/5/13

As has been said before, you first write up/down all assets to FMV. Then, you calculate your goodwill amount (purchase price - adjusted book value). If this is negative, you look at long-term assets (basically, not AR, cash, or inv, since these would result in you recognizing the gain immediatly) and allocate the negative goodwill across them proportionally (based on their relative % of total short-term assets). If, theoretically, you managed to completely wipe out the entire long-term asset balance, you'd have to recognize an extraordinary gain. However, that is incredibly unlikely to happen since someone is going to get sued by their shareholders (or if bankrupt, their debt holders) if they sell it for that low of a price. To get below the writedown of assets, it would basically mean that you're buying cash, secutiries, AR, and inv. (the short-term assets), for less than the FMV that you wrote them up (or down) to.

2/5/13

non-current assets.

2/5/13

I have looked at a few distressed deals over the past 6 months and have had to familiarize myself with this topic.

In case anyone is looking for an answer to this question post FAS 141r (effective Dec 2008), the rules have changed.

The excess (purchase price - value of assets) must be immediately recognized by the acquirer in earnings as a gain that increases goodwill from a would-be negative value to zero, per FAS 141r.

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2/5/13

Goodwill comes into play when a fund or company purchases another. It is a way of recognizing the difference between a firms assets and the purchase price. For instance, if ABC buys XYZ for $50 per share of CS for a total of $50mil, yet the assets of XYZ only equal to $43mil, $7mil would be assigned to goodwill. It's not a tangible asset in the sense that it does not add to net income in a way that can be measured. It's strictly part of an accounting system used to track transactions. Net income on the other hand is based on incoming revenues and outgoing expendatures.

2/5/13

Impairment of goodwill will decrease Net Income through a non-cash impariement line-item. This occurs when you finally realize that whatever you bought isn't worth anything.

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2/5/13

Impairment may also occur if you buy a well-known and profitable toy company with a good brand name and then it becomes public that you have been infusing those toys with lead.

2/5/13

There is a notion that GWI should impact Net income. The reason you are "overpaying" for the company is because you feel you will achieve synergies, or turn assets better.

In other words, when evaluating profitability of an acquisition, GWI should be included in the denominator as it was a factor in your purchase price.

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Either you sling crack rock or you got a wicked jump shot

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Either you sling crack rock or you got a wicked jump shot

2/5/13

what do you mean by "equity"?

2/5/13
LondonE1:

what do you mean by "equity"?

are you retarded? does it look like he's talking about some complex capital structure involving 2 tranche preferred with warrants and class A & B common?

I think your new strategy from now on should be read and learn. When your financial acumen is advanced enough, then we would be more than happy to hear from you and by default read your idiotic and empty remarks. Until then, SHUT UP!

2/5/13

another winner post london.

you bought 100% of their shares for 110 million and i guess assume their debt after taking control.

im just asking what the combined balance sheet will now look like and the appropriate use of goodwill.

2/5/13

Reduce cash by 110
Add all accounts together, except for equity.
Debt is rolled over ie simply added to acquiror's debt.
Eliminate the $50m equity of target and replace w/ $110m new equity ie add 110m to acquiror's old equity value.

Goodwill is now the excess of the old equity and the new equity paid ie $60m plus existing goodwill on acquiror's BS.

It helps to proforma the BS for the target company only first and then roll it up into a proforma combined with adjustements for cash source of the acquiror.

Implied EV is $160m.

2/5/13

so you say reduce cash 110, increase assets/goodwill 160? (50 debt and 110 new equity?)

how does this balance?

2/5/13
flgators519:

so you say reduce cash 110, increase assets/goodwill 160? (50 debt and 110 new equity?)

how does this balance?

no increase goodwill (assets by 60)... it is the excess equity price paid over BV equity (110-50=60)

160 is your EV for the target = 110 equity + 50 rolled over debt.

2/5/13

thanks for the help. yes i get the EV. im still having trouble seeing how the new balance sheet will balance.

so you decrease cash 110, you would need to increase assets 110 to get it to balance.

increase assets 100, and increase goodwill 60.
on the other side 50 debt and 110 equity.

wont the shares you bought for cash of the target just be retired. you stlil increase your new balance sheet 110 for equity?

2/5/13

DO NOT TOUCH THE ASSETS! you only increase the goodwill.

The true change from 50 of old equity to the new 110 of equity is 60 and this is what the goodwill is. You're rolling over the debt therefore it does not change (you haven't used debt financing, you rolled it over, therefore it carries over just like the other accounts), the only thing that has happened is that equity portion increased therefore it needs an offsetting account in assets of 60 to balance it out.

That's why i suggest doing the proforma on the target and restructuring the balance sheet as per the acquisition finance & details and then rolling it up into the acquiror.

What happens is the proforma target will balance and when you roll it up the assets will be greater by 110 as you haven't deducted the source ie the cash. One you eliminate 110 of cash it will balance..

2/5/13

You can't buy the target's goodwill. it is wiped out and the new goodwill on the consolidated balance sheet is calculated taking into consideration the consideration transfered and the FMV of the assets you had to write up on the target's BS.

2/5/13

It's not added. It's wiped out.

To get the new goodwill that will be for the pr-forma company, subtract the net assets and existing goodwill from the purchase price.

2/5/13

1) Given the recent changes in how transaction/advisory fees are accounted (expensed vs. capitalized), how has calculation of goodwill changed? Offer value less tangible book value plus no fees? Also, how does the new transaction fee expensing work? Assuming that your proforma balance sheet reflects the decrease in cash, is the expense a non-cash expense in period one and then added back on the cash flow statement?

2) In the case that you have an asset write up, i believe that deferred tax liabilities are formed and added to the goodwill calculation - can someone expand upon why this is the case and how the DTL balance decreases over time?

2/5/13

To answer your question 2) the deferred tax loss is created in your model ONLY if you do not plan on calculating the tax depreciation schedule seperately. This in effect allows you to spread the DLT over the years and create the tax shield in effect for "cash" taxes... You'll notice that the DTL doesnt exist in an asset purchase because the write up of the assets for book purposes and tax purposes is the same, creating no difference in depreciation over the years therefore no DTL (this is all assuming that you're running STL type depr.)

If you plan on creating a book depreciation schedule, tax depreciation schedule and a tax schedule to calculate the DLT/A each year, you need not worry about it... I prefer this method as you can apply a MACRS 5 / 7 years depreciation schedule really squeezing your "cash" taxes to a minimum...

That is my experience with it, if anyone has any differing views, please challenge, I'm no tax expert...

2/5/13

Thanks. How is the DTL calculated in the instance that you dont calculate tax depreciation separately?

Also would be helpful if someone had the answer to question 1) above.

2/5/13

Greetings,

I know this question has been addressed before, I am still unclear:

My question is:

If Company A is acquiring Company B and goodwill is created. Also, Company A (Acquirer) and Company B (Target) both have 'EXISTING GOODWILL'. What will be the goodwill for the combined entity's.

Thanks a lot

2/5/13

Sort of. For GAAP reporting purposes, the impairment will be treated as an expense -- some companies will put it below the line, some will put it above the line. The goodwill impairment is generally considered a one-time expense, and for modeling purposes, you're definitely going to want to get the goodwill impairment out of EBIT and EBITDA ("normalize" the metrics) if it's above the line.

Depending on the preferences of your group (read: MD), you may back out the goodwill impairment all together due to it's one-time nature, i.e. your net income will increase by the tax-effected impairment number.

For cash flow purposes, it will depend on the treatment it received in the P&L. If you back out the impairment completely, you will not recognize it in the CF because you'll be "double-counting." However, if you do keep the impairment below the line, you'll want to add back the impairment just like you would D&A due to its non-cash nature.

Hope this helps.

EDIT: Realized that I assumed you knew what above and below the line meant... The "line" is operating income/EBIT, and anything above is an expense included in EBIT, and anything below is not included in EBIT.

2/5/13

Book and write off target goodwill anyway so it doesn't matter.

2/5/13

Greetings

My question is:

If Company A is acquiring Company B and goodwill is created. Company A and Company B both have 'EXISTING GOODWILL'. So the combined new entity's goodwill will comprise Company A exisitng goodwill and goodwill created from transaction.

And we "do not" add the goodwill the Company B (being acquired). ?

Is this correct?

Thanks

2/5/13

google good will impairment test and good will business combinations. you know I am lazy too. yawn!

2/5/13

no.

follow these steps:

step 1: calculate equity purchase price
step 2: calculate bv
step 3: figure out existing gw and ia
step 4: step 1 - step 2 + step 3 = excess purchase price
step 5: figure out how you write up intangibles
step 6: figure out dtl

go from there.

2/5/13

So how does the new goodwill amount calculated affect the three financial statements?

2/5/13
number1monkey:

So how does the new goodwill amount calculated affect the three financial statements?

Goodwill is no longer amortized. It just sits on your balance sheet unchanged until you do another acquisition. So only affects balance sheet.

Consultant to a Fortune 50 Company

2/5/13

Unless its impaired (annual test)

2/5/13

bump

2/5/13

It would only affect corporate tax in the sense that Goodwill is no longer being amortized. Instead of an amortization expense being expensed each year on the I/S, companies will record a loss on impairment, is an impairment is determined. All this does is make the loss on Goodwill less frequent, only occurring when there is an actual loss of value, rather than expensing it each year. And since Goodwill technically has an infinite lifespan, it didn't make sense to amortize it, which is why they changed it.

2/5/13

No, it does not affect the amount of tax paid. For tax purposes goodwill is still amortizable under section 197. Since you no longer are allowed to amortize it for book purposes you will have a temporary difference resulting in a DTL being created.

2/5/13

@crackjack

Thanks I already understood that, that's not what my question was asking.

@we_be_bad

Goodwill is not amortized by default on the IS after SFAS142; so after SFAS142, operating expense is less, EBIT is more, more tax is paid? So why is DTL created? (should be DTA?). Sorry if I missed something.

2/5/13

This may be too in-depth for what you were asking since you are basing taxes on EBIT, but if anyone cares. This all assumes an asset acquisition or a stock acquisition with a section 338 election to treat the stock acquisition as an asset acquisition for tax purposes.

You are correct in thinking that all else equal EBIT after SFAS 142 is higher due to not being able to amortize goodwill. However, it is technically incorrect to assume that just because EBIT increases, taxes due will increase. Tax is calculated using a parallel accounting system that has differences with GAAP accounting. The amortization of goodwill resulting from an acquisition is one of those differences. Section 197 allows an amortization deduction for tax purposes for goodwill resulting from an asset acquisition even though goodwill is not allowed to be amortized for book purposes per SFAS 142. This situation is similar to differences in depreciation for tax and book purposes. For tax you will be allowed an amortization deduction and for book you will not therefore all else equal taxable income will be lower than book income resulting in a DTL.

The DTL will be reversed when you either impair the goodwill and take a write off for book purposes and deduct nothing for tax purposes or when you sell the assets from with the goodwill is related. When the assets are sold you will recognize a larger taxable gain than you recognize for book purposes due to the lower basis in the goodwill due to the amortization deductions, resulting in the reversal of the DTL.

2/5/13

@we_be_bad

Thanks for explaining that, what you're saying makes sense. I'm guessing the DTL would be registered in GAAP accounting on the balance sheet? And the only time that DTL is going to actually have any effect is in a sale as you have mentioned.

Also is the system you are talking about tax accounting vs. GAAP accounting? It's just a general question really, not related to the original topic, but is there any reconciliation between these two accounting systems (ie. is it possible to verify the amortization charged under tax accounting from looking at a 10k). Do DTL and DTA on a GAAP balance sheet correspond with some entries in tax accounting or are they similar.

That's the last question Im gonna ask. But thanks for your time here, your last post was very informative.

2/5/13

No problem, glad to help.

Yeah the DTL will be on the GAAP balance sheet, and once its there it stays until it reverses through the sale or impairment for books.

Yeah I was referring to tax vs GAAP accounting. You won't be able to see exactly how much amortization they deducted for tax without looking at their tax return. You can see in their 10k their DTA/DTLs broken down into each component representing the temporary differences between the tax and GAAP accounting. That breakdown is found in the tax footnote to the financial statements. If you look at MSFT's you'll see a DTL resulting from the differences in depreciation and amortization but that's all the granularity you are going to get publicly.

2/5/13

We need teacher like you!!!!!

2/5/13

Thanks for a great post.

"Honey can you please pass the mashed pwntatoes"

2/5/13

1. I enjoy the work but it just depends what you are looking to do.
2. I am assuming when you say traditional valuation work you are speaking about fair market value work? Estate and gift type stuff. PPAs are much more complicated, I would say goodwill work is similar in terms of difficulty.
3. I would say PPAs are not usually bid down because it requires a higher skill level and firms making acquisitions can typically higher a firm that is more reputable.
4. Depends. My office is great for teaching, we have several managers who are willing to teach and have time allocated to this. Could be different depending on your office. Team fit is important to me as well.

2/5/13

valuationGURU:

1. I enjoy the work but it just depends what you are looking to do.

2. I am assuming when you say traditional valuation work you are speaking about fair market value work? Estate and gift type stuff. PPAs are much more complicated, I would say goodwill work is similar in terms of difficulty.

3. I would say PPAs are not usually bid down because it requires a higher skill level and firms making acquisitions can typically higher a firm that is more reputable.

4. Depends. My office is great for teaching, we have several managers who are willing to teach and have time allocated to this. Could be different depending on your office. Team fit is important to me as well.

Hello valuationGURU - Great insight, really appreciate it.

Ya I did some research and there doesn't appear to be a ton of literature on the actual process of doing a PPA. Do you know of any good resources?

1. The work seems extremely analytical and somewhat abstract. That part definatley interests me.
2. Yes, I was refering to FMV, Statutory FV, etc. Anything where you value the invested capital, EV, or equity value in aggregate. PPA seems like a different animal to me. You already have the value i.e. total consideration paid and you have to value the different parts (intangibles) essentially.
3. I may have showed my ass with that comment. The only time we get called for a PPA is when someone is "shopping" for lowest price. It's not really our niche, and that is what happens in the market place. I am sure that is not the case for all shops.
4. Fit is huge for me as well. The reason I asked about this topic is because I was looking at a position that does a mix of mm m&a, gift & estate, fv for financial reporting work. Something just didn't feel right though, idk just a gut feeling about the culture/fit.

Any other insights you may have is welcome. what the day to day is like, things you wish you knew, likes/dislikes, etc.

Thanks again

2/5/13

It is very analytical and abstract. The need to value intangible assets is something most people are unaware of and do not have any experience in.

As far as resources are concerned, there are a few intangible asset valuation textbooks out there. I have not read any of them myself, and due to the every evolving world of valuation (in terms of regulations and standards and such), they are probably all outdated to a certain extent.

I think fair market value work is dying in general and is definitely a smaller piece of revenue for larger firms than fair value work. I suppose it could be bid down to a certain extent, but just don't consistently see that.

Fit is huge. It is something we stress at our work and something I stress to potential employees/interns. My previous employer was absolute hell. When you wake up every morning and you don't want to go to work because of the culture in place, you need to make a switch.

2/5/13

Usually you just assume it's 0

2/5/13

Sorry you assume the SHE is zero or the goodwill is 0?

2/5/13

gunner5454:

Sorry you assume the SHE is zero or the goodwill is 0?

just assume book equity is 0 when you calc new goodwill.

2/5/13

How are you arriving to a pro forma negative equity? Generally, even if a company has negative book equity prior to an LBO, you come out in the positive.

2/5/13

Unless you actually got money from shareholders for assuming the debt, then SHE = 0

2/5/13
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