Goodwill Calculator

Calculate goodwill from purchase price and net assets.

How it is calculated

The tool takes three amounts for the same acquisition, all in the same currency: the purchase price, the fair value of the identifiable assets acquired, and the liabilities assumed. net identifiable assets = assets − liabilities. goodwill = purchase price − net identifiable assets. premium = goodwill ÷ net identifiable assets × 100, the premium paid over net asset value. A negative goodwill figure means the price was below net asset value, which accountants treat as a bargain purchase gain, not goodwill. The price and assets must be above zero and liabilities cannot be negative. When net assets are zero the premium is shown as 0 %, and when liabilities exceed assets the premium is measured against a negative base, so read goodwill instead. The values must be fair values, not book values.

Worked example

A buyer pays $5,000,000 for a business whose identifiable assets have a fair value of $6,000,000 and which carries $2,500,000 of liabilities. Net identifiable assets: 6,000,000 − 2,500,000 = $3,500,000.00. Goodwill: 5,000,000 − 3,500,000 = $1,500,000.00. Premium over net assets: 1,500,000 ÷ 3,500,000 = 42.86 %. If the price were only $3,000,000, the result would be −$500,000.00, a bargain purchase rather than goodwill.

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Common mistakes

  • Using book values for the assets. Goodwill is measured against the fair value of identifiable assets, so a building carried at cost may need to be entered at its current appraised value.
  • Leaving existing goodwill in the asset figure. The target's own goodwill is not an identifiable asset; including it understates the goodwill from this deal.
  • Entering the equity value as net assets and then also entering liabilities. The assets field is for total assets, and the tool subtracts liabilities itself, so entering net assets there subtracts liabilities twice.
  • Forgetting assumed liabilities. A higher liability total lowers net assets and raises goodwill for the same price.
  • Reading a negative result as an error. It means the price is below net asset value, and under the accounting rules this is recorded as a gain, not as goodwill.

Sources

About this calculator

Goodwill is what an acquirer pays above and beyond the fair value of a target company’s identifiable net assets — the premium for things a balance sheet can’t line-item, like brand reputation, customer relationships, workforce know-how and expected synergies. The formula is straightforward: goodwill = purchase price − fair value of identifiable net assets, where identifiable net assets equal the fair value of tangible and identifiable intangible assets minus assumed liabilities. If the purchase price is actually below fair value of net assets, accountants record a “bargain purchase gain” instead.

Corporate development teams, M&A advisors and accountants calculate goodwill during every acquisition close under US GAAP (ASC 805) or IFRS (IFRS 3), because the resulting figure gets booked as an intangible asset on the combined company’s balance sheet and must be tested for impairment at least annually thereafter. Getting the fair-value-of-net-assets side right — not just book value — is what separates an accurate goodwill figure from a distorted one.

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