Badwill, also known as negative goodwill, occurs when a company purchases an asset or another company at less than its net fair market value. This usually happens when the outlook for the company being acquired is particularly bleak.

当一家公司以低于其净公允市场价值的价格购买一项资产或收购另一家公司时，就会产生不良商誉，也称为负商誉。通常发生在被收购公司的前景不好的时候。

 

KEY TAKEAWAYS

要点

Badwill, also known as negative goodwill, occurs when a company or asset is purchased for a price below its fair market value.

当一家公司或一项资产以低于其公允市场价值的价格被购买时，就会产生不良商誉，也称为负商誉。

Companies are usually purchased below their fair market value when they are in financial distress.
当公司陷入财务困境时，通常会以低于公允市场价值的价格收购公司。

Badwill is the opposite of goodwill, which is when a company or asset is purchased above its fair market value, as the price takes into consideration a positive brand name and other qualitative factors.

负商誉与商誉相反，商誉指的是，当一家公司或资产的购买价格高于其公允市场价值时，因为该价格考虑了积极的品牌名称和其他质量因素。

Both badwill and goodwill are intangible assets.
负商誉和商誉都是无形资产。

The accounting for badwill is regulated under the Financial Accounting Standards Board's Statement No. 141 (SFAS 141).

负商誉的会计受到财务会计准则委员会第141号声明（SFAS 141）的监管。

 

Understanding Badwill

理解负商誉

When one company acquires another company at a value that is greater than the market value of the target company's assets and liabilities, it records the excess amount on its balance sheet as "goodwill."

当一家公司以高于目标公司资产和负债市场价值的价格收购另一家公司时，该公司会在其资产负债表上将超额金额记录为“商誉”

 

Companies with strong brands, for example, are often acquired at a price above the market value of their assets and liabilities because their value as a company lies partly in their brand name and other intangibles that make them attractive to customers. The value in excess of the fair market value is goodwill, which is an intangible asset.

例如，品牌知名的公司通常以高于其资产和负债市场价值的价格被收购，一家公司的价值部分在于它们的品牌名称和其他能够吸引客户的无形资产。超过公允市场价值的价值为商誉，属于无形资产。

 

Companies may also be acquired at a price that is less than their fair market value. Often this occurs when a company is in financial distress. In this case, the acquiring company records on its balance sheet the difference between the fair market value of the company and the price paid as negative goodwill, also known as badwill, which is also an intangible asset.

公司也可能以低于其公允市场价值的价格被收购，这种情况通常发生在公司陷入财务困境时。在这种情况下，收购公司在其资产负债表上记录公司的公允市场价值与作为负商誉（也称为不良商誉）支付的价格之间的差额，负商誉也是一种无形资产。

 

Badwill can also refer to the negative effect felt by a company when investors discover it has done something that is not in accordance with good business practices. Although typically not expressed in a dollar amount, badwill can result in a loss of revenue, clients, suppliers, and market share and may even prompt legal action.

负商誉也可以指当投资者发现一家公司做了不符合良好商业惯例的事情时所产生的负面影响。尽管通常不会以金额表示，但负商誉可能会导致收入、客户、供应商和市场份额的损失，甚至可能引发法律诉讼。

 

Accounting for Badwill

对负商誉的解释

The accounting treatment for badwill is regulated under the Financial Accounting Standards Board's Statement No. 141 (SFAS 141) Business Combination. SFAS 141 defines badwill as the difference between the fair market value of an asset and the price paid to acquire it, when the price paid is lower than the fair market value.

负商誉的会计处理受财务会计准则委员会第141号（SFAS 141）企业合并报表的监管。SFAS 141将负商誉定义为当支付的价格低于公允市场价值时，资产的公允市场价值与收购价格之间的差额。

 

On the financial statements of the acquirer, the value of badwill is booked to reduce the cost of noncurrent assets that have been acquired to zero. Once noncurrent assets have been reduced to zero by the badwill amount, any remaining badwill is marked as an extraordinary gain on the income statement.

在收购方的财务报表上，将负商誉的价值入账，以将已收购的非流动资产的成本降至零。一旦非流动资产被坏帐金额减至零，任何剩余的坏帐将在损益表上标记为非经常性收益。

 

Outside of the United States, badwill is recognized under International Financial Reporting Standards (IFRS) 3. IFRS 3 treats the accounting for badwill as the same as SFAS 141.

在美国境外，根据国际财务报告准则（IFRS）3确认负商誉。IFRS 3负商誉的会计处理与SFAS 141相同。

 

Example of Badwill

负商誉示例

Company ABC acquires Company DEF for a purchase price of $700 million. At the time of the purchase, the fair market value of Company DEF is $900 million. Company ABC was able to purchase Company DEF for a bargain purchase as the purchase price was below the fair market value.

ABC公司以7亿美元的收购价格收购了DEF公司。购买时，DEF公司的公允市场价值为9亿美元。ABC公司能够以低价收购公司DEF，因为收购价格低于公允市场价值。

 

The difference in the price paid and the fair market value is the badwill, which is $200 million. Fifty million dollars of the badwill is used to reduce noncurrent assets to zero, and the remaining balance of $150 million is marked as a credit as an extraordinary gain.

支付价格与公允市场价值之间的差额为2亿美元。5000万美元的负商誉将用于将非流动资产减为零，剩余的1.5亿美元将被标记为信贷，作为一项非常收益。

 

来源：

https://www.investopedia.com/terms/b/badwill.asp

 

By WILL KENTON

作者：WILL KENTON

Reviewed by CHARLENE RHINEHART

审核：CHARLENE RHINEHART