Acquisitions · AASB 3

Audit-ready purchase price allocation valuations under AASB 3.

For mid-market acquirers and their auditors: identifiable intangibles — customer relationships, brands, software, contracts — valued under AASB 3, with the residual goodwill supported. Transparent fixed fees for sub-$50m transactions.

A purchase price allocation (PPA) valuation allocates the price paid for an acquired business across the identifiable assets acquired and liabilities assumed at fair value — including intangibles such as customer relationships, brands, software and contracts — with the residual recognised as goodwill, as AASB 3 requires. Prismi prepares audit-ready PPA valuations for Australian mid-market acquirers, with IVS-compliant documentation, IRR/WACC/WARA reconciliation and transparent fixed fees.

When you need a PPA — and who will ask for it

If you have acquired a business — by buying its assets or its shares — and the transaction is a business combination under AASB 3, the purchase price must be allocated across the identifiable assets acquired and liabilities assumed at their acquisition-date fair values. Whatever cannot be attributed to an identifiable asset is recognised as goodwill. The standard allows a measurement period of up to twelve months, but the practical deadline is earlier: your auditor will want the allocation supported before signing off the first financial statements after completion. Mid-market acquirers often discover the requirement at year-end, with the audit already underway. The PPA is not optional and it is not a journal the bookkeeper can post — the intangible values must be independently supportable, because the split between amortising intangibles and non-amortising goodwill directly affects reported profit for years after the deal.

What counts as identifiable — and what falls to goodwill

AASB 3 recognises an intangible asset separately from goodwill if it is separable — capable of being sold, licensed or transferred on its own — or arises from contractual or legal rights. In practice the recurring categories are customer relationships and customer contracts, brand and trade names, developed software and technology, licences and permits, favourable supply agreements, order backlog and non-compete arrangements. An assembled workforce is not identifiable and remains within goodwill, though it is still valued because it feeds the contributory asset charges. The distinction matters commercially: identifiable intangibles with finite useful lives are amortised through profit and loss, while goodwill is not amortised but tested annually for impairment. An allocation that pushes too much value to goodwill flatters early earnings but concentrates impairment risk; one that over-allocates to short-life intangibles depresses reported profit. The allocation has to be what the evidence supports — not what the earnings profile would prefer.

How each intangible is valued

Method selection is asset-by-asset. Customer relationships are usually valued under the multi-period excess earnings method (MPEEM), which isolates the earnings attributable to the customer base after charging for the contribution of every other asset — working capital, fixed assets, workforce, brand — through contributory asset charges. Brands and developed software are typically valued under relief-from-royalty, using an arm's-length royalty rate the business would otherwise pay to license the asset. Non-compete arrangements are valued with-and-without: the difference in cash flows between a scenario where the covenant exists and one where it does not, weighted for the likelihood and impact of competition. Only one asset should carry the excess-earnings method — the primary income-generating asset — and the contributory asset charges must be internally consistent across the model. The report documents why each method was selected for each asset, and why the alternatives were set aside.

What your auditor will tie out

  • ·Asset-level discount rates that sit sensibly around the overall deal rate — riskier intangibles above the WACC, working capital and fixed assets below it
  • ·An IRR/WACC/WARA reconciliation: the internal rate of return implied by the price paid, the weighted average cost of capital and the weighted average return on assets must reconcile, or the differences must be explained
  • ·Royalty rates and customer attrition assumptions supported by observable evidence, not asserted
  • ·Contributory asset charges consistent with the fair values concluded for each contributing asset
  • ·Useful life conclusions for each intangible, with documented reasoning
  • ·The tax amortisation benefit applied consistently with the valuation premise
  • ·IVS-compliant documentation — basis of value, scope, valuation date, assumptions and limitations — with an independence statement and senior-reviewer signature

One set of numbers, two jobs: the tax side

If the acquirer brings the target into a tax consolidated group, the tax cost setting process allocates the allocable cost amount (ACA) across the target's reset cost base assets in proportion to their market values — and those market values are, in substance, the same fair values the PPA concludes. Running the accounting allocation and the tax allocation off inconsistent numbers invites questions from the auditor and the ATO alike. We prepare the fair value evidence once, documented so it can serve both processes, and your tax adviser applies it to the cost setting calculation. Prismi prepares the independent valuation only — we are not a registered tax agent and do not provide tax advice; the consolidation workings and any tax positions remain matters for your accountant.

Realistic timelines against audit deadlines

A PPA has more moving parts than a single-entity business valuation — multiple intangibles, a business enterprise value cross-check and the reconciliation work auditors expect — so the honest answer on timing is longer than most acquirers hope and shorter than most fear. A single acquired entity with two or three identifiable intangibles is typically deliverable in 15–25 business days from complete information. Multi-entity or multi-CGU acquisitions take 25–35 business days. If the audit deadline is close, rush turnaround is available at +30% of the base fee, subject to capacity — but the fastest saving is information. A complete deal file at engagement — sale agreement, completion accounts, due diligence reports, customer data — removes weeks of back-and-forth.

Fees — fixed at engagement

Most sub-$50m PPA engagements sit at the Comprehensive tier (from $3,995 + GST, 15–25 business days), which suits a single acquired entity with a small number of identifiable intangibles. Acquisitions with multiple intangible classes, multiple entities or heightened audit scrutiny warrant the Defensible Valuation File (from $8,995 + GST, 25–35 business days), which carries the expanded documentation auditors ask for on larger or contested allocations. Additional entities are $750 each. Where the deal raises genuine valuation uncertainty — earn-outs, contingent consideration or a wide supportable range on the key intangible — the Valuation Range & Scenario Review premium engagement is the right level. Fees are fixed at engagement and never contingent on the values concluded.

Common questions.

What does a purchase price allocation report contain?+

A PPA report identifies each intangible that meets the AASB 3 recognition criteria, values each under the appropriate method (MPEEM, relief-from-royalty or with-and-without), reconciles the implied IRR, WACC and WARA, and concludes the residual goodwill. It documents the basis of value, key assumptions, useful life reasoning, an independence statement and a senior-reviewer signature, with the working file retained for 10 years.

How long does a PPA valuation take in Australia?+

From complete information, a straightforward AASB 3 allocation is typically 15–25 business days; multi-entity or complex allocations take 25–35. The measurement period under AASB 3 allows up to twelve months from acquisition date, but in practice auditors want the allocation finalised before the first post-acquisition financial statements are signed.

Is a PPA required for small acquisitions?+

If the acquirer prepares audited or auditable financial statements and the transaction is a business combination under AASB 3, an allocation is required regardless of deal size. For sub-$50m transactions the exercise is usually proportionally lighter — fewer intangible classes, simpler structures — which is why we price these engagements at fixed fees rather than an open-ended time-cost model.

Can the same valuation be used for the ACA allocation on tax consolidation?+

The tax cost setting process under the consolidation rules allocates the allocable cost amount by reference to the market values of the joining entity's assets — in substance the same fair values the PPA concludes. We document the fair value evidence so it can serve both processes; your tax adviser applies it to the consolidation calculation, as we do not provide tax advice.

What is an IRR/WACC/WARA reconciliation and why does my auditor ask for it?+

It is the cross-check that the deal's implied internal rate of return, the weighted average cost of capital and the weighted average return across the acquired assets tell a consistent story. If they diverge without explanation, the asset-level discount rates or fair values are probably wrong somewhere. Auditors treat it as the fastest test of whether a PPA hangs together, so our reports include it as standard.

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