Business Combinations & Consolidation

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FASB Discusses Business Combinations and Asset Purchases NEW!

Business Combinations (Topic 805): Clarifying the Definition of a Business - FASB ASU 2017-01

FASB Accounting Standards Update No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business

Podcast: Audit Partner Steven Vertucci Discusses the Newest FASB Accounting Standards Update: Clarifying the Definition of a Business

FASB Accounting Standards Update No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business

FASB Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business

FASB Proposed Accounting Standards Update 2016-260 - Consolidation (Topic 810): Interests Held Through Related Parties that are Under Common Control

FASB Accounting Standards Update No. 2015-08, Business Combinations (Topic 805): Pushdown Accounting

FASB Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments

Articles

FASB Discusses Business Combinations and Asset Purchases

Summary - As reported in its "Summary of Board Decisions" publication, the FASB met on May 9, 2018, and discussed how certain areas within the accounting for asset acquisitions and business combinations could be aligned, specifically contingent consideration, in-process research and development, and acquisition costs. No technical decisions were made.

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Business Combinations (Topic 805): Clarifying the Definition of a Business - FASB ASU 2017-01

Summary - These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business.

Effective - Effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other companies and organizations, the amendments are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption.

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FASB Accounting Standards Update No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business

Effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other companies and organizations, the amendments are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted under certain circumstances. The amendments should be applied prospectively as of the beginning of the period of adoption.

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Podcast: Audit Partner Steven Vertucci Discusses the Newest FASB Accounting Standards Update: Clarifying the Definition of a Business

Summary - Our May 2017 podcast features Steven Vertucci, Audit Partner, as he discusses one of the FASB updates featured in the May 2017 newsletter, Topic 805, which pertains clarifying the definition of a business. Steven also provides information on who this update affects and when it will go into effect.

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FASB Accounting Standards Update No. 2017-01 - Business Combinations (Topic 805): Clarifying the Definition of a Business

Summary - We have added a GAAP Update Service that discusses ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this ASU affect all companies and other reporting organizations that must determine whether they have acquired or sold a business.

The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. They also provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable.

For public companies, the amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other companies and organizations, the amendments are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019.

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FASB Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business

Summary - The FASB has issued Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, clarifying the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business.

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FASB Proposed Accounting Standards Update 2016-260 - Consolidation (Topic 810): Interests Held Through Related Parties that are Under Common Control

Summary - The FASB has issued a proposed ASU, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. Comments are due by July 25, 2016. The proposed amendments would affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity, in certain situations involving entities under common control. Specifically, the proposed amendments would change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity would treat indirect interests in the entity held through related parties that are under common control with the reporting entity.

The proposed amendments would not change the characteristics of a primary beneficiary. A primary beneficiary of a variable interest entity has both of the following characteristics: (1) the power to direct the activities of a variable interest entity that most significantly impact the variable interest entity's economic performance; and (2) the obligation to absorb losses of the variable interest entity that could potentially be significant to the variable interest entity or the right to receive benefits from the variable interest entity that could potentially be significant to the variable interest entity.

If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the proposed amendments would require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. That is, under the proposed amendments, a single decision maker would no longer be required to consider indirect interests held through related parties that are under common control with the single decision maker to be the equivalent of direct interests in their entirety and, instead, would include such interests on a proportionate basis consistent with indirect interests held through other related parties.

If, after performing that assessment, a reporting entity that is the single decision maker of a variable interest entity concludes it does not have the characteristics of a primary beneficiary, the proposed amendments would continue to require that reporting entity to evaluate whether it and one or more of its related parties under common control, as a group, have the characteristics of a primary beneficiary. If the single decision maker and its related parties that are under common control, as a group, have the characteristics of a primary beneficiary, then the party within the related party group that is most closely associated with the variable interest entity is the primary beneficiary.

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FASB Accounting Standards Update No. 2015-08, Business Combinations (Topic 805): Pushdown Accounting

Summary - The FASB has issued ASU No. 2015-08, Business Combinations (Topic 805): Pushdown Accounting-Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. This ASU amends various SEC paragraphs of the FASB Accounting Standards Codification^TM pursuant to the issuance of SEC Staff Accounting Bulletin No. 115.

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FASB Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments

Summary - Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments eliminate the requirement to retrospectively account for those adjustments.

U.S. GAAP currently requires that during the measurement period, the acquirer retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. Those adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The acquirer also must revise comparative information for prior periods presented in financial statements as needed, including revising depreciation, amortization, or other income effects as a result of changes made to provisional amounts.

The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments require that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

The amendments require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

For public business entities, the amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued.

The only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.

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