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.