#mergers-and-acquisitions
Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring
Adyen paid $335M for Orb because usage-based pricing went mainstream: 42% of SaaS offer it, top-quartile NRR is 122%. A 3-question test and 5 launch mistakes.
DICK'S Sporting Goods FY2026 Q2: net sales $5,587M (+53% on the first full Foot Locker quarter), net income $315M (−17%), diluted EPS $3.50 (−26%) on ~9.6M deal shares. DICK'S Business comps grew +4.9% with World Cup lift while Foot Locker pro forma comps fell −3.6%; goodwill of $837M, intangibles of $763M, and up to $750M of contemplated unproductive-asset charges track the $2.5B integration — all in a public Beancount ledger spanning FY2021–FY2026Q2.
Marvell's Q2 FY2027 (ended August 1, 2026) posted record revenue of $2.739B (+37% YoY) and data-center revenue of $2.172B (+46%), yet GAAP net income of $308M was barely a third of the $866M non-GAAP figure. The $558M gap — $326M stock-based compensation plus $215M acquired-intangible amortization — is reconciled line by line in a public Beancount ledger.
Palo Alto Networks closed FY2026 with Q4 revenue of $3.41 billion (+34%), NGS ARR of $9.10 billion (+63%), and $21.2 billion of remaining performance obligations, while the CyberArk acquisition lifted goodwill from $4.57 billion to $22.01 billion. A double-entry read of the 10-K's purchase-price allocation, the $14.76 billion deferred-revenue stock, and why GAAP operating margin fell to 6.1%.
Salesforce FY2027 Q2: $11.3B revenue (+11%) with a stated $456M Informatica contribution, GAAP diluted EPS $4.29 (+119%) driven by $2.6B of strategic-investment gains over flat $2.33B operating income, and a $25B accelerated share repurchase that cut stockholders' equity by $20.8B — tracked in a public Beancount ledger asserting goodwill at $59.3B and treasury stock at $55.0B.
In a stock sale the seller reports one capital gain and the buyer inherits every liability; in an asset sale the price is allocated across seven Form 8594 classes, so depreciation recapture, inventory, and C corporation double taxation convert much of the gain to ordinary income. Here is how each structure taxes the seller, what the 338(h)(10) election and personal-goodwill carve-out change, and which liabilities follow you past closing.
Synopsys posted $2.477B revenue for Q3 FY2026 (+42% YoY) with GAAP diluted EPS of $2.84 against non-GAAP $3.91 — a gap bridged mostly by $402M of acquired-intangible amortization from the Ansys deal. A public Beancount ledger reconciles the print to the balance sheet, where goodwill sits at $26.8B and long-term debt is already down from $13.5B to $9.0B.
Section 1234A treats gain or loss from the cancellation, lapse, or termination of a right in capital-asset property as capital — so a forfeited earnest-money deposit is usually a short-term capital loss, a lapsed option premium is short-term capital gain, and a merger break fee is a capital loss capped at $3,000 of ordinary income per year for individuals. Services contracts, Section 1231 business property, and debt retirements fall outside the statute and stay ordinary.
An asset purchase does not automatically leave the seller's unpaid state taxes behind. State bulk sale statutes make the buyer liable unless notice is filed before payment or possession — New York requires Form AU-196.10 by registered mail 10 days ahead, California requires a CDTFA clearance certificate rather than escrow alone, and Illinois and Pennsylvania extend successor liability to income taxes. Here are the clearance rules, the non-tax liabilities that ride along, and a seven-step checklist to run before closing.
Veterinary and dental practice owners weighing a private-equity sale in 2026 face new state transaction-review rules in New York and California, MSO/PC deal structures that regulators now read closely, and diligence that reprices adjusted EBITDA add-back by add-back. This guide covers the disclosure obligations, how cash, rollover, earnout and work-back slice the headline multiple, and the bookkeeping cleanup that protects your price.
A stay bonus agreement pays a key employee to remain through a fixed date, usually 10% to 30% of base salary as a lump sum or milestone installments. This guide covers when a retention bonus beats a raise, how to size it against replacement cost, the terms a written agreement needs (forfeiture carve-outs, clawback limits, who pays in a sale), and the payroll rules that apply, including the IRS flat 22% supplemental-wage withholding, FICA, and state supplemental rates.
Lowe's posted $25.96B in Q2 FY2026 revenue, up 8.3%, but net earnings were flat at $2.40B and operating margin fell 81 basis points. Acquired businesses supplied about 90% of the sales increase while Retail Home Improvement grew just 0.8% and comparable sales rose 0.2% — the full income statement and balance sheet reconciled in a public Beancount ledger.
