FAR CPA Lessons 187-205 Flashcards
Define business combination
a transaction or an event in which an acquirer obtains control of a business.
Define transaction
when there is an exchange of consideration between two parties
Define control
voting control and is essentially greater than 50% voting interest.
Define Business
an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return
FASB ASU 2017-01 - determination is a group of assets is not a business
“substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar assets, the set is not a business.”
This screening means that if the acquisition value is concentrated in only one type of asset, then the acquisition is an asset acquisition, not a business combination.
3 legal forms of business combinations
merger, consolidation, and acquisition
Explain a merger
One preexisting entity acquires either a group of assets that constitute a business or controlling equity interest of another preexisting entity and “collapses” the acquired assets or entity into the acquiring entity.
Explain a Consolidation
A new entity consolidates the net assets or the equity interests of two (or more) preexisting entities.
Explain an Acquisition
One preexisting entity acquires controlling equity interest of another preexisting entity, but both continue to exist and operate as separate legal entities.
Legal Merger/Consolidation
All of the assets and liabilities of the acquiree are recorded on the acquirer’s general ledger. The acquiree will no longer exist. After this type of combination, only one entity exists, therefore there is no need to prepare Consolidated Financial Statements.
legal acquisition
one entity (the acquirer) buys controlling interest (> 50%) of the voting stock of a target entity (the acquiree) and both entities (acquiring and acquired entities) continue as separate legal and accounting entities.
The acquirer records its ownership of the stock of the acquiree as a long-term investment.
The acquirer does not record (pick up) on its books the assets and liabilities of the acquiree.
an acquisition usually does require preparation of Consolidated Financial Statements, those of the acquirer together with those of the acquiree(s)
Accounting at the date of combination
- Only the acquirer’s (acquiring firm’s) operating results (income/loss) up to the date of combination enter into determination of consolidated net income as of the date of the combination
- The acquiree’s operating results up to the date of the combination will be closed (or treated as closed) to its retained earnings.
- The acquiree’s retained earnings as of the date of the combination will be part of the acquiree’s equity eliminated against the acquirer’s investment account in the consolidating process. (The acquiree’s retained earnings as of the date of the combination is part of the equity “paid for” by the acquirer when it makes its investment.)
Which of the 3 legal forms of business combinations are the asses & liabilities of an acquired entity record on the books of the acquiring entity?
Merger - Yes
Acquisition - No
Consolidation - Yes
Which of the 3 legal forms of business combinations does at least one preexisting entity cease to exist?
Merger - Yes
Acquisition - Yes
Consolidation - No
Which of the 3 legal forms of business combinations does more than one entity survive?
Merger - No
Acquisition - No
Consolidation - Yes
Which of the 3 legal forms of business combinations are two or more entities combined into one new entity?
Merger - No
Acquisition - Yes
Consolidation - No
Transactions that are exempt from applying the acquisition method of accounting
- The formation of a joint venture
- The acquisition of an asset or group of assets that does not constitute a business
- A combination between entities under common control
- A combination between not-for-profit organizations
- The acquisition of a for-profit entity by a not-for-profit organization
Steps of applying the acquisition method
- Identifying the acquiring entity (the acquirer)
- Determining the acquisition date and measurement period
- Determining the cost of the acquisition
- Recognizing and measuring the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired business (the acquiree)
- Recognizing and measuring goodwill or a gain from a bargain purchase, if any
The acquirer of a variable interest entity
the primary beneficiary of the variable interest entity
Measurements that must be identified and measured during the measurement period
- Identifiable assets, liabilities, and noncontrolling interest in the acquiree
- Consideration transferred to obtain the acquiree
- Any precombination interest held in the acquiree
- Any goodwill or bargain purchase gain
How will additional identifiable assets or asset amounts effect goodwill?
Decrease in goodwill
How will additional identifiable liabilities or liability amounts effect
Increase in goodwill
The acquisition date of a business combination is generally what date?
The closing date
The two ways an acquirer may obtain control of a business
- By transferring consideration to either another entity or its owner(s):
- To obtain a group of assets that constitute a business, or
- To gain control of another entity.
- Without transferring consideration.
Explain contingent consideration
Contingent consideration should be recognized on the acquisition date at fair value as part of the consideration transferred in exchange for the acquired business.
Two ways that an acquisition can be considered contingent:
A. An obligation of the acquirer to transfer additional assets or equity interest to the former owner(s) of the acquired business as part of the consideration if future events occur or conditions are met, or
B. A right of the acquirer to a return of previously transferred consideration if specific conditions are met.
Accounting for contingent consideration
Obligation to pay contingent consideration - Liability of equity
A right to the return of previously transferred consideration - Asset
Acquisition costs include
- Finder’s fees
- Advising, legal, accounting, valuation (appraisal) and other professional and consulting fees
- General administrative costs, including the cost of an internal acquisitions department
- Cost of registering and issuing debt and equity securities in connection with an acquisition
Accounting for acquisition costs
Acquisition-related costs (except as noted in D, below) should be expensed in the period in which the costs are incurred and the services are received; these costs are not included as part of the cost of an acquired business.
The cost of an acquired business is the sum of:
- Fair value of assets transferred by the acquirer
- Fair value of liabilities incurred by the acquirer
- Fair value of equity interest issued by the acquirer
- Fair value of contingent consideration (net) obligations of the acquirer
- Fair value of share-based payment awards for precombination services that the acquirer is obligated to provide
At the acquisition date, the acquirer must recognize:
(distinct from goodwill, if any) the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree.
When can the acquirer recognize an intangible asset?
- It is capable of being separated from the acquiree and sold, transferred, leased, rented, or exchanged (e.g., customer lists); or
- It arises from contractual or other legal rights.
Exceptions to the general recognition and/or measurement principles at acquisition
- Contingencies
- Income Tax Issues
- Employee Benefits
- Indemnification Asset
- Reacquired Rights
- Share-Based Payment Awards
- Assets Held for Sale
Exceptions to the general recognition and/or measurement principles at acquisition for Contingencies
- Contingencies related to existing contracts (contractual contingencies—e.g., warranty obligations) should be recognized and measured at fair value.
- Contingencies not related to existing contracts (noncontractual contingencies—e.g., lawsuits) should be recognized and measured at fair value only if it is more likely than not as of the acquisition date that the contingency will give rise to an asset or a liability, and the fair value is readily determinable.
Exceptions to the general recognition and/or measurement principles at acquisition for Income Tax Issues
- The acquirer will recognize and measure a deferred tax asset or liability related to assets acquired and liabilities assumed in a business combination
- The acquirer will account for the potential tax effects of temporary differences, carry forwards and income tax uncertainties of an acquiree at the acquisition date, or that will result from the acquisition
Exceptions to the general recognition and/or measurement principles at acquisition for Employee Benefits
The acquirer will recognize and measure a liability (or asset, if any) related to the acquiree’s employee benefit arrangements in accordance with applicable GAAP.
Exceptions to the general recognition and/or measurement principles at acquisition for Indemnification Asset
The acquirer normally would recognize the indemnification benefit as an asset (indemnification asset) at the time and using the same measurement basis as the indemnified asset or liability.
What is an Indemnification Asset?
represents the promise by the seller to reimburse (indemnify) the acquirer if there are any adverse outcomes from a contingent liability. Typically in a business combination the indemnification would establish a seller’s guarantee, which limits the acquirer’s liability for the outcome of an uncertainty related to an identifiable asset or liability.
Exceptions to the general recognition and/or measurement principles at acquisition for Reacquired Rights
- If, as part of the business combination, the acquirer reacquires that right, it should be recognized by the acquirer as an intangible asset and measured on the basis of the remaining contractual term of the contract that granted the right.
- Subsequent to the business combination, the intangible asset “reacquired right” should be amortized over the remaining period of the contract that granted the right.
Exceptions to the general recognition and/or measurement principles at acquisition for Share-Based Payment Awards
The liability or equity recognized as a result of such awards should be measured in accordance with the provisions of ASC 718.
Exceptions to the general recognition and/or measurement principles at acquisition for Assets Held for Sale
Long-term assets acquired by the acquirer, which it classifies as held for sale at the acquisition date should be measured at fair value less cost to dispose
Accounting for precombination equity (For instance a 35% shareholder became an 80% shareholder - accounting for the 35%)
Any difference between the fair value of the acquirer’s precombination equity interest in the acquiree and the carrying value of that interest on the acquirer’s books would be recognized by the acquirer as a gain or loss in income of the period of the combination. Fair value less carrying value
Accounting for any Noncontrolling Interest at acquisition date
he noncontrolling interest and must be measured at fair value at the acquisition date - it is NOT valued as a proportional interest in the identifiable assets acquired, liabilities assumed and share of goodwill
The investment value is the sum of:
- The fair value of Assets transferred
- T he fair value of Liabilities incurred
- The fair value of Equity interest issued
- The fair value of Contingent consideration (at acquisition date)
- The fair value of Required share-based payment awards to employees for precombination services
- The fair value of Precombination equity of the acquiree held by the acquirer
- The fair value of the noncontrolling interest in the acquiree (if any)
Goodwill results when
The investment value is greater than the net fair value of assets assumed and liabilities incurred at the date of the business combination
A bargain purchase results when
The investment value is less than the net fair value of assets assumed and liabilities incurred as of the date of the business combination
Accounting for goodwill
Goodwill is not amortized.
Goodwill is assessed at least annually for impairment
Accounting for a bargain purchase
- Before recognizing a gain from a bargain purchase the acquirer must fully reassess whether all assets acquired and liabilities assumed have been identified and properly measured according to the provisions
- the amount of that bargain purchase shall be recognized as a gain in earnings as of the date of the business combination.
How does goodwill affect assets being tested for recoverability
goodwill arising from an acquisition business combination shall be allocated to the long-lived assets and identifiable intangible assets being tested for recoverability only if the asset group is or includes a reporting unit.
Accounting for Assets and Liabilities Arising from Contingencies Post Acquisition
- Until new information about the possible outcome of a contingency is received, the acquirer will continue to report the contingency at its fair value at the date of the combination.
Upon receiving new information -
- If the contingency is a liability, it will be measured and reported at the higher of:
- Its acquisition-date fair value, or
- The amount that would be recognized if the requirements of ASC 450 were followed.
- If the contingency is an asset, it will be measured and reported at the lower of:
- Its acquisition-date fair value, or
- The best estimate of its future settlement amount.
Accounting for Indemnification Assets Post Acquisition
An indemnification asset recognized in a business combination should be measured and reported on the same basis as the liability or asset that is indemnified, subject to any contractual limitations.
Accounting for Contingent Consideration Post Acquisition
Changes in the fair value of contingent consideration that results from events after the business combination (including reaching a specific share price, meeting an earnings target, etc.) are not measurement period adjustments and do not change the cost of the investment
- Contingent consideration classified as an asset or liability is remeasured at each reporting date and recognized in earnings
- Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within (by adjusting) equity;