Services

Purchase Price Allocation under ASC 805

Allocations involving real estate, intangible assets, and contingent consideration, supported with audit-defensible methodology and review-response capacity.

What this covers

The work in plain English.

PPAs in transactions where the acquired company holds operating real estate, real-estate-intensive operations, or related-party leases, and where the audit team needs the property and intangible components separated cleanly. The work covers identifiable intangible asset valuation (customer relationships, technology, trade names, favorable / unfavorable contracts), contingent consideration measurement, and goodwill residual.

Methodologies include relief-from-royalty, multi-period excess earnings (MEEM), with-and-without, replacement cost, and Monte Carlo or scenario simulation for contingent consideration and earn-outs. M&A transaction work is a significant part of the practice, from pre-transaction valuation through purchase price allocation and post-close impairment analysis.

Who this is for

Built for the review audiences who actually scrutinize this work.

  • CFOs
  • Controllers
  • Audit firms
  • PE-backed acquirers
  • M&A advisors

When to call LHM

Specific situations where this engagement is the right fit.

  • The acquired company holds operating real estate, real-estate-intensive operations, or related-party leases
  • Customer relationships, trade names, technology, or favorable / unfavorable contracts need rigorous valuation
  • Contingent consideration requires Monte Carlo or scenario-based valuation
  • The audit team has flagged a prior PPA or wants a concurring valuator
  • A PE-backed platform anticipates future bolt-on acquisitions and needs a defensible methodology baseline

Why this gets complicated

The technical nuances that decide the answer.

PPA work is unusually exposed to reviewer second-guessing. Royalty-rate selection, customer-attrition assumptions, contributory-asset-charge construction, and discount-rate calibration are all contestable, and a sloppy answer in one area can cascade through the entire allocation. When real property is involved, the going-concern / fee-simple boundary adds another axis of risk.

The right answer depends on (a) the acquirer's reporting context, (b) the audit firm's posture, (c) the integration plan for the acquired business, and (d) whether the deal is the first of a series. LHM scopes accordingly. A one-off PPA for a private filer is not the same engagement as a methodology baseline for a serial acquirer.

What LHM evaluates

Analytical components.

  • Customer relationships (MEEM with contributory-asset charges)
  • Trade names and brand (relief-from-royalty)
  • Developed technology and IPR&D (relief-from-royalty or MEEM)
  • Favorable / unfavorable contracts and below-market leases
  • Real property components (cost, sales-comparison, income approaches)
  • Contingent consideration (Monte Carlo, scenario-weighted DCF)
  • Goodwill residual reconciliation

Standards and review audiences

The frameworks the work has to clear.

ASC 805
Business Combinations. Fair-value measurement of acquired assets and assumed liabilities.
ASC 820
Fair Value Measurement. Definition, measurement, and disclosure framework.
ASC 350
Intangibles: Goodwill and Other. Impairment testing and useful-life conclusions.
IFRS 3
Business Combinations under IFRS. Analogous to ASC 805, with measurement-period differences.

Deliverables

What you receive.

  • ASC 805 allocation report with reviewer-ready support schedules
  • Intangible asset valuation memos with full methodology disclosure
  • Contingent consideration measurement with sensitivity analysis
  • Goodwill residual reconciliation and bargain-purchase analysis if applicable
  • Audit-response file maintained for the engagement's lifecycle

Related reading

Field notes on this kind of work.

Discuss a PPA engagement

Most engagements begin with a 20–30 minute conversation about scope, timing, and the right analytical path. There is no charge for an initial conversation.