cpa_-_far_copy_20190610235057 Flashcards
Which one of the following is not a legal form of business combination?
- Consolidation.
- Merger.
- Pooling of interests.
- Acquisition.
Pooling of interests.A pooling of interests is not one of the three legal forms of business combinations, which are: (1) merger, (2) consolidation, and (3) acquisition. A pooling of interests is a method of accounting for a business combination, but under GAAP, it cannot be used after June 30, 2001.
Under normal circumstances, what minimum level of voting ownership is considered to give the investor control over the investee?
- 10+%
- 20+%
- 50+%
- 100%
50+%In the absence of circumstances that restrict an investor from exercising its ownership rights, owning 50+% of the voting securities will give the investor control over the investee. Since it has majority ownership, it can elect the Board of Directors of the investee and, thus, control the operations of the investee.
For business combinations, which one of the following statements correctly reflects the determination of the accounts and amounts for the entry to record the combination?
- Legal form determines both the entry accounts and entry amounts.
- Legal form determines the entry accounts; accounting method determines entry amounts.
- Legal form determines entry amounts; accounting method determines entry accounts.
- Accounting method determines both the entry accounts and entry amounts.
Legal form determines the entry accounts; accounting method determines entry amounts.The legal form of a business combination determines the entry accounts (i.e., which accounts to debit and/or credit), and the accounting method (acquisition method) determines the amounts at which the entries will be made (i.e., fair value).
If, as a result of gaining control of another entity, the acquiring entity recognizes an investment in the acquired entity on its books, which of the following legal forms of business combination could have occurred? Merger Consolidation Acquisition
Merger - NO Consolidation - NO Acquisition - YES
In an acquisition, the acquiring entity recognizes (debits) on its books as an investment in the acquired entity, but in a merger and in a consolidation, the assets and liabilities of the acquired entity/entities are recorded on the books of the acquiring entity, not an investment in the acquired entity. In an acquisition, one preexisting entity acquires controlling interest in another preexisting entity, and both continue to exist as separate legal entities, with the acquired entity a subsidiary of the acquiring entity. In a merger and in a consolidation, at least one preexisting entity ceases to exist, and the assets and liabilities are recorded on the books of the surviving entity.
In which of the following legal forms of business combination are the assets and liabilities of an acquired entity or entities recorded on the books of the acquiring entity? Merger Acquisition Consolidation
Merger - YES Acquisition - NO Consolidation - YES
In a merger and in a consolidation, the assets and liabilities of the acquired entity/entities are recorded on the books of the acquiring entity, but in an acquisition, the assets and liabilities of the acquired entity remain on the books of the acquired entity. In a merger and in a consolidation, at least one preexisting entity ceases to exist, and the assets and liabilities are recorded on the books of the surviving entity. In an acquisition, one preexisting entity acquires controlling interest in another preexisting entity, and both continue to exist as separate legal entities.
In which of the following legal forms of business combination are two or more entities combined into one new entity? Merger Consolidation Acquisition
Merger - NO Consolidation - YES Acquisition - NO
Only a legal consolidation results from the combination of two or more existing entities into one new entity. In a merger, one preexisting entity is combined into another preexisting entity; no new entity is formed. In an acquisition, one preexisting entity acquires controlling interest in another preexisting entity, and both continue to exist as separate legal entities; no new entity is formed.
Topco owns 60% of the voting common stock of Midco and 40% of the voting common stock of Botco. Topco wishes to gain control of Botco by having Midco buy shares of Botco’s voting stock. Which one of the following minimum levels of ownership of Botco must Midco have in order for Topco to have controlling interest of Botco’s voting stock?
- 11%
- 17%
- 26%
- 50+%
11%In order for Topco to gain control of Botco, it must own, either directly or indirectly, more than 50% of Botco’s voting stock. Since it directly owns 40% of Botco’s voting stock, it must acquire control over 10+% more. Also, since Topco owns 60% of Midco, it controls Midco. Therefore, if Midco acquires 11% of Botco, Topco will be able to exercise 51% of Botco’s voting stock - 40% directly and 11% indirectly through its control of Midco.
If a business combination is effected through an exchange of equity interests, assuming all other factors are equal, which one of the following independent circumstances would not indicate the likely acquirer in a business combination?
- The combining entity whose owners have the larger portion of voting rights in the combined entity.
- The combining entity whose owners have the ability to select or remove a voting majority of the governing body of the combined entity.
- The combining entity whose debt-holders have the larger portion of the debt of the combined entity.
- The combining entity whose former management dominates the combined entity.
The combining entity whose debt-holders have the larger portion of the debt of the combined entity.Because debt-holders do not have voting rights and cannot exercise control over an investee, the combining entity whose debt-holders have the larger portion of the debt of the combined entity by itself would not indicate that the entity is an acquirer in a business combination.
Which of the following statements concerning the acquisition date of a business combination is/are correct? The acquisition date may be before the closing date. The acquisition date may be on the closing date.
The acquisition date may be after the closing date.
The acquisition date may be before the closing date. - YES The acquisition date may be on the closing date. - YES
The acquisition date may be after the closing date. - YES
All three statements are correct. The acquisition date may be before the closing date, on the closing date, or after the closing date, if by agreement or otherwise the acquirer gains control of the acquiree at an earlier or later date than the closing date.
When a new entity is formed to effect a business combination, which of the following statements, if any, is/are correct? A legal consolidation has occurred. The new entity is always the acquirer in the business combination.
A legal consolidation has occurred. - YES The new entity is always the acquirer in the business combination. - NO
Statement I is correct; Statement II is not correct. When a new entity is formed to effect a business combination, a legal consolidation has occurred (Statement I), but the new entity is not always the acquirer in the combination (Statement II). If the new entity transfers cash or other assets or incurs liabilities to effect the combination, the new entity is likely the acquirer, but if the new entity issues equity interest to effect the business combination, one of the pre-existing combining entities must be the acquirer.
The acquisition date of a business combination is generally which one of the following?
- The effective date.
- The closing date.
- The settlement date.
- The recording date.
The closing date.The acquisition date of a business combination is the date on which the acquiring entity obtains control of the acquired business; usually, it is also the closing date (of the business combination).
At the closing date of a business combination, goodwill was recognized. During the subsequent measurement period, additional identifiable assets were properly recognized as part of the business combination. If no other changes occurred during the measurement period, which one of the following would be the effect, if any, of the additional assets recognized on the amount of goodwill recognized in the combination?
- No change in the amount of goodwill recognized.
- An increase in the amount of goodwill recognized.
- A decrease in the amount of goodwill recognized.
- An increase or decrease in the amount of goodwill recognized, depending on the underlying reason(s) for the goodwill.
A decrease in the amount of goodwill recognized.The recognition of additional identifiable assets would result in a decrease in the amount of goodwill initially recognized in a business combination. Since goodwill is basically the difference (residual) between the investment fair value and the fair value of the net identifiable assets acquired, an increase in the identifiable assets will result in a decrease in the amount of goodwill.
In which one of the following cases is Company A most likely to be the acquirer of Company B in a business combination?
- Company A owns 80% of Company B’s long-term debt.
- Company A owns 40% of Company B’s voting stock and 40% of Company C’s voting stock, which owns 20% of Company B’s voting stock.
- Company A owns 35% of Company B’s voting stock and 60% of Company C’s voting stock, which owns 20% of Company B’s voting stock.
- Company A owns 40% of Company B’s outstanding bonds and 20% of Company B’s voting stock.
Company A owns 35% of Company B’s voting stock and 60% of Company C’s voting stock, which owns 20% of Company B’s voting stock.Generally, to be an acquirer, an entity must own, either directly or indirectly, more than 50% of the voting stock of another entity. In this case, Company A owns 35% of Company B directly and would control 20% indirectly, or a total of 55%. (Since Company A owns 60% of Company C, it has absolute control of C and could control C’s 20% ownership of B.) Thus, Company A would control Company B and likely would be an acquirer in a business combination.
Which one of the following correctly describes the maximum length of the measurement period for a business combination?
- The acquisition date of the business combination.
- The end of the annual fiscal period in which the combination occurs.
- One year from the acquisition date of the combination.
- Indefinite, until all information about accounts and amounts is known.
One year from the acquisition date of the combination.The measurement period may extend up to one year from the acquisition (closing) date of a business combination. The measurement period is the period after the acquisition date during which the acquirer may adjust any provisional amounts recognized as part of the business combination, and it may extend for as long as one year after the acquisition date.
Which of the following statements, if any, concerning the accounting for business combinations is/are correct? All business combinations in the U.S. are subject to the acquisition accounting requirements of ASC 805, “Business Combinations.” The acquisition accounting requirements of ASC 805, “Business Combinations,” are identical to those of IFRS #3, “Business Combinations.”
NEITHER.either statement is correct. No business combinations in the U.S. are subject to the acquisition accounting requirements of ASC 805 (Statement I). That pronouncement specifically excludes certain combinations, including the formation of a joint venture, the acquisition of assets that do not constitute a business, a combination between entities under common control, a combination between not-for-profit organizations, and the acquisition of a for-profit entity by a not-for-profit organization. In addition, the requirements of ASC 805 are not identical to those of IFRS #3 (Statement II). Differences exist between the two pronouncements in the areas of scope; the definition of control; how fair value, contingencies, employee benefit obligations, noncontrolling interest, and goodwill are measured; and disclosure requirements.
Which one of the following would be subject to the acquisition accounting requirements of ASC 805, “Business Combinations?”
- Formation of a joint venture.
- Acquisition of a manufacturing entity by a holding company.
- Acquisition of a for-profit entity by a not-for-profit organization.
- Combination of entities under common control.
Acquisition of a manufacturing entity by a holding company.The acquisition of a manufacturing entity by a holding company would be subject to the acquisition accounting requirements of ASC 805. The formation of a joint venture, the acquisition of assets that do not constitute a business, a combination between entities under common control, a combination between not-for-profit organizations, and the acquisition of a for-profit entity by a not-for-profit organization are the only combinations specifically excluded from the scope of ASC 805.
The requirements of ASC 805, “Business Combinations,” apply to all of the following business combinations except for which one?
- Combination between financial institutions.
- The acquisition of a foreign entity by a U.S. entity.
- Combination between not-for-profit organizations.
- The acquisition of a group of assets that constitutes a business.
Combination between not-for-profit organizations.The requirements of ASC 805 do not apply to combinations between not-for-profit organizations (or to the formation of a joint venture, an acquisition of assets that do not constitute a business, a combination of entities under common control, or the acquisition of a for-profit entity by a not-for-profit organization).
Which of the following is/are acceptable methods to account for a business combination? Purchase Method Acquisition Method Pooling of interests Method
Purchase Method - NO Acquisition Method - YES Pooling of interests Method - NO
Only the acquisition method is acceptable in accounting for a business combination. The purchase method and the pooling of interests method of accounting for a business combination are not acceptable methods. The pooling of interests method was eliminated in 2001 and the purchase method was changed to the acquisition method in 2008. Although the acquisition method is a variation of the purchase method, it has sufficiently different requirements that it is not identified as the “purchase method,” but rather as the “acquisition method.”
Which one of the following is not a characteristic associated with the concept of a “business” for the purposes of ASC 805, “Business Combinations?”
- Is an integrated set of activities and assets.
- Uses inputs and processes.
- Is intended to provide economic benefits to owners or others.
- Must be in the form of a separate legal entity.
Must be in the form of a separate legal entity.For the purposes of ASC 805, a business does not have to be in the form of a separate legal entity. Specifically, a business is an integrated set of activities and assets that is capable of being conducted and managed through the use of inputs and processes for the purpose of providing economic benefits to owners, members, or participants. The concept of a “business” for the purposes of ASC 805 does not have to be in the form of a separate legal entity. Under this definition, a “business” may be a group of assets (or net assets) that constitute a business (e.g., a line of business) and does not have to be in the form of a separate legal entity.
Zipco, Inc. acquired 100% of the voting stock of Narco, Inc. with an acquisition date of March 31, 2009. During the following three months, Zipco learned the following: A major credit customer of Narco had declared bankruptcy on March 1, 2009, but the adverse effect on Narco’s accounts receivable had not been recognized in the amount of accounts receivable recognized in the acquisition date amounts. Narco had a lawsuit against it that existed at the acquisition date of the combination but was not recognized on Narco’s books or in the liabilities recognized at the acquisition date. Analysis determined that it was more likely than not that the party that brought the lawsuit would win a material judgment against Narco/Zipco.
Which of these items of new information, if any, should be recognized in accounting for the business combination?
BOTH.The effects of both the reduced accounts receivable and the lawsuit liability would be recognized in accounting for the business combination. Since the effects on Narco’s accounts receivable and the lawsuit liability both occurred before the acquisition date, both items would be recognized in accounting for the business combination and would be adjustments made during the measurement period. The effects would be to reduce accounts receivable (Item I) and to increase liabilities (Item II) in the final recording of the business combination.
The terms of a business combination can provide that former shareholders of the acquired firm may receive additional compensation based on post-combination earnings or post-combination market share price. Would additional compensation based on such earnings or market price be considered an additional cost of the business combination? Based on Earnings Based on Share Price
Based on Earnings - NO Based on Share Price - NO
Additional compensation to former shareholders of an acquired entity based on either post-combination earnings or post-combination share price would not be recognized as changes in the cost of the business combination. Changes in the fair value of contingent consideration resulting from occurrences after the acquisition date, including meeting earnings targets and reaching a specified share price, are not measurement period adjustments and do not enter into the cost of a business combination.
Which of the following statements concerning the acquisition of a business is/are correct?
- Most consideration transferred to effect a business combination should be measured at fair value.
- Contingent consideration should be included in the cost of an acquired business at fair value existing on the acquisition date.
- The cost of carrying out a business combination should be included in the cost of an acquired business.
1 and 2 Only.Statement I and Statement II are correct; Statement III is not correct. Most consideration used to effect a business combination should be measured at fair value (Statement I). The only exception is when the consideration transferred remains under the control of the acquirer. Contingent consideration should be included in the cost of an acquired business at fair value as of the acquisition date (Statement II). The cost of carrying out a business combination should not be included in the cost of an acquired business (Statement III); most such costs should be expensed.
Changes in the fair value of contingent consideration transferred in a business combination resulting from occurrences after the acquisition date should be recognized as a gain or loss in the current income when the contingent consideration is classified as An Asset or a Liability An Equity Item
An Asset or a Liability - YES An Equity Item - NO
Changes in the fair value of contingent consideration resulting from occurrences that occur after the acquisition date are recognized as gains or losses when the contingent consideration is classified as an asset or a liability. Contingent considerations classified as equity are not remeasured, and no gain or loss is recognized. The change in fair value of equity items is recognized as an adjustment within equity.
An obligation of an acquirer to pay contingent consideration to the former owners of an acquired entity in a business combination can be recognized as which of the following? A Liability An Equity Item
A Liability - YES An Equity Item - YES
An obligation to pay contingent consideration in a business combination may be recognized by the acquirer as either a liability or as an equity item, depending on the nature of the obligation under the provisions of FASB #150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.”