CPA Audit & Advisory · ASC 805 / IFRS 3
Business combination accounting that holds up after the deal closes.
We build the purchase price allocation for your acquisition — valuing the assets, liabilities, intangibles, and goodwill so your first post-close financials pass audit and answer your board’s questions.
Business combination accounting is how an acquirer records a deal on its books under ASC 805 or IFRS 3. FinAudit CPA identifies the acquirer, measures the consideration paid, values the identifiable assets and liabilities acquired at fair value, isolates intangibles like customer relationships and technology, and assigns the remainder to goodwill in an audit-ready purchase price allocation.
Reviewed by Debraj Hazra, CPA (USA), ACA (ICAEW, ICAI)
Last updated July 2026
What is business combination accounting, really?
When your company buys another business, the deal does not just move cash and shares. It reshapes your balance sheet. Business combination accounting is the set of rules that decides how the acquisition shows up in your financial statements — what you record, at what value, and where the difference between price and net assets goes. In the United States the governing standard is ASC 805; internationally it is IFRS 3. Both apply what accountants call the acquisition method.
The core exercise is a purchase price allocation. You paid a number for the target. That number rarely matches the book value of what you acquired, because you bought a running business with contracts, brand, technology, and a customer base that a balance sheet never fully captured. The allocation takes the total consideration and spreads it across every identifiable asset and liability at fair value on the acquisition date. Whatever you paid above the fair value of those net identifiable assets lands in goodwill.
That sounds mechanical, but the judgment is real. Which intangible assets exist and can be separated from goodwill? What is a customer relationship actually worth over its remaining life? How do you value an earnout that pays only if the target hits revenue targets? Get these wrong and your post-close earnings, your amortization, and your future impairment tests all inherit the mistake. We build the allocation so the numbers are defensible the day your auditor asks how you arrived at each one.
A purchase price allocation is where a deal stops being a headline number and becomes accounting. Every dollar you paid has to land somewhere on the balance sheet, and you have to prove why. We build it so the proof is already in the file.
When do you need a PPA, and who asks for it?
You need a purchase price allocation whenever you acquire control of a business, and you need it fast. Under ASC 805 the acquisition goes on your books in the period the deal closes, so the allocation cannot wait until you feel ready. The people who push for it are predictable, and they usually arrive in this order.
- Your auditor. The financial statements for the year of the acquisition have to reflect the deal correctly. Your external auditor will test the consideration, the fair values, the intangibles you recognized, and the goodwill you booked. A thin or late allocation turns into an audit finding.
- Your CFO and controller, right after close. The finance team has to run the acquired business through the monthly close, and they cannot do that until they know the opening balances, the intangible amortization schedules, and the deferred tax entries the deal created.
- Your private equity sponsor. PE-backed acquirers report to a fund that watches how each add-on affects portfolio-level EBITDA and leverage. Sponsors expect a clean allocation because it feeds the reporting they send their own limited partners.
- Your lenders and future buyers. Anyone underwriting your debt or diligencing your company later reads the acquisition accounting to understand what you really bought and how the goodwill sitting on your books came to be.
The measurement period gives you up to 12 months after close to finalize provisional numbers as better information arrives, but that window is for refinement, not for starting late. The earlier we begin, the more the allocation reflects real diligence data rather than rushed estimates.
ASC 805 vs IFRS 3: where the two standards part ways
Both standards use the acquisition method, so the shape of the work is similar. The differences show up in a handful of measurement choices that can change your reported goodwill and your later impairment results. If you report under both frameworks, we reconcile them in one model.
| ASC 805 (US GAAP) | IFRS 3 | |
|---|---|---|
| Noncontrolling interest | Measured at fair value (full goodwill) | Choice of fair value or proportionate share of net assets, deal by deal |
| Goodwill after close | Not amortized for public filers; tested for impairment | Not amortized; tested for impairment |
| Impairment approach | Reporting-unit level, single-step quantitative test | Cash-generating-unit level, recoverable-amount test |
| Contingent consideration | Remeasured through earnings each period if a liability | Similar remeasurement, with narrower classification nuances |
| Contingent liabilities | Recognized when fair value is measurable | Recognized if a present obligation with reliable fair value |
How our PPA engagement runs
You always know which balances are settled and which are still provisional. No black box, no surprise true-ups at year end.
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01
Deal read and acquirer test
We read the purchase agreement, confirm the transaction is a business combination rather than an asset purchase, and identify the accounting acquirer — which is not always the legal buyer.
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02
Measure the consideration
We total what you transferred: cash, equity, assumed debt, and the fair value of contingent consideration such as earnouts and holdbacks. This sets the number the whole allocation has to absorb.
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03
Fair value the assets and liabilities
We value the tangible assets, working capital, and assumed liabilities at acquisition-date fair value, adjusting book values that no longer reflect economic reality.
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04
Identify and value intangibles
We isolate the intangible assets that qualify for separate recognition — customer relationships, developed technology, trademarks, noncompetes — and value each with a method the standard supports.
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05
Solve for goodwill and deferred taxes
We assign the residual to goodwill, book the deferred tax effects the allocation creates, and reconcile the full model back to the total consideration.
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06
Documentation and audit support
We deliver a memo and model your auditor can follow line by line, then stand behind the numbers through their review and any measurement-period adjustments.
What you get, and how long it takes
You receive a complete purchase price allocation package. That means a technical accounting memo that walks through the acquirer determination, the consideration measurement, and the recognition decisions; a valuation model supporting each intangible asset with its useful life and amortization schedule; the goodwill calculation with the deferred tax bridge; and the journal entries your team posts to record the deal. Everything ties to the total consideration, and every judgment carries a reason a reviewer can test.
Intangibles usually carry the most weight. Customer relationships are often valued with a multi-period excess earnings method that models the cash the acquired customers will generate net of the assets that support them. Developed technology and trademarks frequently use a relief-from-royalty approach, estimating what you would pay to license the asset if you did not own it. Noncompete agreements get valued on the difference in cash flows with and without the agreement in place. We pick the method the asset and the standard call for, not the one that is fastest.
Timing depends on deal size and how clean the diligence data is. A focused allocation for a single-product acquisition can be ready in a few weeks. A carve-out with multiple product lines, earnouts, and cross-border entities takes longer. Because ASC 805 allows a measurement period of up to 12 months, we can issue defensible provisional numbers for your close and refine them as final diligence figures land, so your reporting is never held hostage to the last data point.
What actually drives the cost
We quote a fixed engagement fee once we understand the deal, so you will not see a surprise hourly bill. The number depends on real factors, not guesswork:
Deal size and structure
A straightforward stock purchase costs less to allocate than a carve-out or a deal with earnouts, rollover equity, and assumed contingencies.
Number and type of intangibles
Each separately recognized intangible needs its own valuation. A brand-and-technology business carries more of them than a services roll-up.
Quality of the diligence data
When the quality of earnings work and the data room are solid, we build on them. Thin or messy data means more time reconstructing the numbers.
Reporting framework and audit scope
A dual ASC 805 and IFRS 3 report, or a deal your auditor will scrutinize heavily, involves more documentation than a single-framework allocation.
Why run your PPA with FinAudit CPA
Plenty of firms will hand you a valuation model. Fewer bring a licensed CPA who understands how that model has to behave once it lives inside your audited financial statements. That distinction matters. A purchase price allocation is not a standalone appraisal; it is the opening chapter of every post-close period you will report. When the auditor questions a customer-relationship life or a deferred tax entry, you want the people who built the number to answer, not a valuation specialist who has already moved on.
Our work pairs naturally with the quality of earnings analysis that shaped your deal. The normalized EBITDA and working capital insights from diligence feed directly into the fair value estimates, so your accounting reflects the same economic story your investment thesis did. You get senior CPA attention that stays on the file through audit, fixed scope you can budget around, and a model your controller can actually maintain — updating amortization and running impairment tests without calling us every quarter.
Pair your PPA with
- Quality of Earnings, so the diligence that priced the deal feeds the fair values that book it
- US GAAP / IFRS advisory, when you report under both frameworks and need the two allocations reconciled
- Statutory audit and review, when the acquired entity files its own local financial statements
- Ongoing impairment support, to test the goodwill this allocation created as your reporting units evolve
Business Combination Accounting · questions buyers ask
A purchase price allocation, or PPA, is the process of spreading the total price you paid for an acquired business across everything you actually bought. You value each identifiable asset and liability at fair value on the acquisition date — including intangibles like customer relationships and technology — and assign whatever you paid above the net of those fair values to goodwill. It is required under ASC 805 and IFRS 3.
Both use the acquisition method, so the overall approach matches. They diverge on details: ASC 805 requires noncontrolling interest at full fair value, while IFRS 3 lets you choose fair value or a proportionate share of net assets. Impairment testing also differs, with US GAAP working at the reporting-unit level and IFRS at the cash-generating-unit level. We reconcile both if you report under each.
Goodwill is the residual. You start with the total consideration you transferred, add any noncontrolling interest and previously held interest measured as the standard requires, then subtract the fair value of the identifiable net assets you acquired. Whatever remains is goodwill. Because it falls out of every other measurement, an error anywhere in the allocation flows straight into your goodwill balance.
Any intangible that is either separable or arises from contractual or legal rights gets recognized apart from goodwill. In practice that usually means customer relationships, developed technology, trademarks and trade names, order backlog, and noncompete agreements. Each is valued with a method suited to how it earns — excess earnings for customer relationships, relief from royalty for technology and brands. Isolating them keeps your goodwill honest.
ASC 805 gives you a measurement period of up to 12 months after the acquisition date to finalize provisional amounts as better information about acquisition-date facts becomes available. You still record the deal in the period it closes using your best estimates. The measurement period is for refining those estimates, not for delaying the initial accounting, so we start immediately and improve the numbers as diligence data settles.
For public filers under US GAAP, no. Goodwill stays on the balance sheet and gets tested for impairment at least annually, and more often if events suggest its value dropped. Private companies can elect to amortize goodwill under an accounting alternative. IFRS does not permit amortization and relies on impairment testing. We set up whichever treatment fits your reporting profile and document the basis.
They share the same underlying numbers. A quality of earnings study normalizes the target’s EBITDA and scrutinizes working capital before you close. Those findings feed the fair value estimates in the allocation — the customer cash flows, the margins, the working capital pegs. Running both with one team means your accounting reflects the same economic view that priced the deal, and nothing gets rebuilt from scratch.
Your external auditor ultimately opines on the financial statements that contain the acquisition, so the allocation has to satisfy their testing. FinAudit CPA is a licensed US CPA firm, so we build the PPA to the evidentiary standard an auditor applies and support it through their review. When they question a fair value or a deferred tax entry, the people who built the model answer.
Pair it with
Audit once, comply many.
Quality of Earnings
The report that tells you what a target really earns — before you sign.
Statutory Audit & Review
Independent financial statement audits and reviews signed by a licensed US CPA firm.
US GAAP & IFRS Advisory
Technical accounting answers you can defend to your auditor — under both US GAAP and IFRS.