Business Combinstion Flashcards

1
Q

In business combination, under what situation, the company can use acquisition method of actg?

A

Determine the acquiring entity
Determine the acquisition date of the business combination
Determine the cost of acquisition
And other elements like identify assets and liabilities acquired
Economy goodwill or gain from bargain purchase

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2
Q

What entities are not excluded from using acquisition accounting for business combination?

A

JV
acquisition of assets that are not for business
Acquisition of business by a NPO
Combination business under common control
Combination between two NPOs

Acquisition actg requirement under GAAP is different from IFRS in many ways including the 
  definition of control
  FV measurement
  Contingencies
  Employee benefit obligations
  NCI
  Goodwill measurement 
And disclosure requirements
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3
Q

The concept of business for business combination ASC 805 elements

A

Is an integrated set of activities and assets
Uses inputs and processes
No need to be in the form of separate legal entity
Is intended to provide economic benefits to owners or others

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4
Q

Contingent consideration for business combination measurement and where to record them?

A

Usually record at FV unless acquirer still remain control after acquired, then record at CV

Bond record at CV at transfer, and the. At year end, the entity hold the bond will adjust to FV.

The CC after the acquisition date would treat as a liability or asset, the increase or decrease of that cost can create G/L. CC can be treated as equity as well, if equity, no G/L, and no remeasurement.

CC include in the acquisition cost

The cost of carrying out the acquisition should be expensed

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5
Q

What can be an acquisition date in a business combination?

A

Before, on or after closing date are all fine

But usually the acquisition date is the closing date

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6
Q

When a business combination complete in stages, the value of the combination should use? Does acquirer recognize G/L?

A

Use FV at the latest acquisition,

The difference of the FV and CV is the G/L

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7
Q

The what types of the intangible asset would be recognized immediately before the business combination?

A

The intangible that brings future benefit from legal contractual rights and can be separately sold.

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8
Q

What value to record NCI?

A

Separately determined based on the FV of the NCI. Does not have to be the acquired per share value because there might be a premium with control of an entity.

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9
Q

How is the contingent consideration liability is recognized and measured subsequently after the acquisition?

A

Eco guise day FV and adjusted at FV at yr end, a change of FV will result in G/L in income in the period of change.

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10
Q

How is the contingent asset is measured?

A

At the lower of
1) FV on acquisition date
Or 2) best estimates of future settlement Amt

If it’s an reacquired Right asset (the right to use the franchise name) would be amortized over the contractual period of the grants if the right.

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11
Q

When pushdown accounting is elected, what account can’t be recorded at acquisition date FV?

A

C/S

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12
Q

When a bargain purchase is occurred, what info need to be disclosed?

A

Amt of gain,
The income stmt line item that includes the gain
What are the basis that caused the gain

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13
Q

What type of info must be disclosed for provisional amount for items recognized in business combination?

A

Reason for the actg to be incomplete

Amt of adj. made to the provisional amt during the period

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14
Q

What accounts need extensive disclosure?

A

The existence of the NCI

And achieving controls in step acquisition

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15
Q

What needs to be disclosed for goodwill from acquisition?

A

Factors mad up the goodwill,
And The amt of goodwill that is expected to be deducted for tax purpose

And amt of goodwill allocate to different reportable segments

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16
Q

Under IFRS, what does not included in the acquisition cost?

A

Contingent assets

Need to disclose assumptions related to acquire contingencies

17
Q

VIE - what is it and who is in control?

A

VIE is set up for special purpose, the entity that can direct the resource is the primary/ controlled party, and there is only one primary beneficiary.

18
Q

What method the parent use on its book to account for its investment in a sub would effect what?

A

Consolidation process, but will not affect the finals consolidated f/s.

The consolidation report two or more legal entity into one economic entity because the sub is under the common control of the parent co.

  • method affect process, preparation affect the legal entity status.*
19
Q

If P co owns A co 75%, and A co owns B co 60%, how much is P co own indirectly to B, and what kind of financial stmt P co can prepare?

A

P co can consolidate both A and B. P can use equity method for A co but can’t do it for B co, can only consolidat B co, so all three would be consolidated.

20
Q

When preparing the financial stmt, what kind of info the P co should have for the consolidating process?

A

BV
FV
COST OF THE INVESTMENT BY P co

21
Q

What accounts would be eliminated every time for consolidating process?

A

Investment in S

22
Q

Consolidating process happened on what? FS or other form?

A

On worksheet for preparing the consolidate financial stmt

23
Q

Not a characteristics of consolidated f/s after the date of consolidation

A

The method used by parent to carry its invest the in sub

24
Q

Goodwill recognized from previous combination on the balance sheet should include in intangible assets?

A

No not part of the intangible, just represent the cost over net assets acquired.

25
Q

What method used the investment in s would change?

A

Only equity method because the NI increase the investment, the dividend paid will decrease
H
But under cost method, the investment account always count the same

26
Q

After the acquisition date, would the bs and IS be the same still following an operating cycle?

A

No, both would all be different

Bs would have investment account, and NCI

IS would include the sub’s revenue and expense

27
Q

When using cost method to account the parent co investment in S, what would the parent co recognized from sub co at year end?

A

Only its share of sub co dividend declared as income for P co.

28
Q

When using equity method, what amount of investment in S is reversed when consolidated FS is prepared?

A

Reverse the whole beginning balance of investment in S. No change when using equity method

Subco investment reverse amount is SUB NI -dividend = reverse amt

Record for recognized NI revenue
dr. investment in S. Cr. revenue

Record for recognize dividend
Dr. Dividend receivable / cash. Cr. investment in S

29
Q

When parent do paid FV for the assets over BV from s co, what effect the excess depreciation expense would result in the parent co?

A

When FV is > BV, parent had paid more than s for the same assets, therefore, the excess depreciation parent has either decreases the investment in S or as a deduction of the p co portion Revenue from s co. So it decreases both p co inv. In s and equity revenue from sub.

30
Q

GAAP and IFRS differences at consolidation

  1. Control
  2. VIE
  3. Align Actg policy
  4. Actg period
  5. NCI
A

ALL FOR IFRS
1. >50% including potential rights, right to appoint key personnel and right to make decisions

  1. No define VIE, but have SPE
  2. Actg policies have to align
  3. Actg period has the same end date, need to adjust if not
  4. Parent has choice to assign goodwill to NCI based on % purchase
    FV- NA bought = goodwill - (purchase price - NA % bought) = goodwill allocate to NCI
31
Q

Eliminating entry for interco bond transaction

A
Dr. B/P 
     Premium on BP
     Loss
            Cr.    investment in BP 
                     Premium on BP 
Or BP 
     Premium on BP
     Interest income 
     Loss
             Investment in BP 
             Premium on bond investment 
             Interest expense
32
Q

If there is a small investment before, and then bought more of other company shares resulted control, what value used to measure the previous investment?

A

The newest date investment that caused the control , which = FV on the control date

33
Q

What does interco sale of fixed assets at a profit or at a loss would cause the buying entity’s depreciation expense to decrease of increase?

A

At a profit

Overstate dep expense