A.17 ASC 805, Business Combinations
ASC 805-10
Business Combinations Occurring During a Current Reporting
Period or After the Reporting Date but Before the Financial
Statements Are Issued
50-2 To meet the
objective in the preceding paragraph, the acquirer shall
disclose the following information for each business combination
that occurs during the reporting period: . . .
g. In a business combination achieved in
stages, all of the following:
- The acquisition-date fair value of the equity interest in the acquiree held by the acquirer immediately before the acquisition date
- The amount of any gain or loss recognized as a result of remeasuring to fair value the equity interest in the acquiree held by the acquirer immediately before the business combination (see paragraph 805-10-25-10) and the line item in the income statement in which that gain or loss is recognized
- The valuation technique(s) used to measure the acquisition-date fair value of the equity interest in the acquiree held by the acquirer immediately before the business combination
- Information that enables users of the acquirer’s financial statements to assess the inputs used to develop the fair value measurement of the equity interest in the acquiree held by the acquirer immediately before the business combination. . . .
ASC 805-20
Business Combinations Occurring During a Current Reporting
Period or After the Reporting Date but Before the Financial
Statements Are Issued
50-1 Paragraph 805-10-50-1 identifies
one of the objectives of disclosures about a business
combination. To meet that objective, the acquirer shall disclose
all of the following information for each business combination
that occurs during the reporting period: . . .
b. For acquired receivables
not subject to the requirements of Subtopic 326-20 relating to
purchased financial assets with credit deterioration, all of the
following:
- The fair value of the receivables (unless those receivables arise from sales-type leases or direct financing leases by the lessor for which the acquirer shall disclose the amounts recognized as of the acquisition date)
- The gross contractual amounts receivable
- The best estimate at the acquisition date of the contractual cash flows not expected to be collected.
The disclosures shall be
provided by major class of receivable, such as loans, net
investment in sales-type or direct financing leases in
accordance with Subtopic 842-30 on leases — lessor, and any
other class of receivables. . . .
d. For contingencies, the
following disclosures shall be included in the note that
describes the business combination:
- For assets and liabilities arising from
contingencies recognized at the acquisition date:
- The amounts recognized at the acquisition date and the measurement basis applied (that is, at fair value or at an amount recognized in accordance with Topic 450 and Section 450-20-25)
- The nature of the contingencies.
An acquirer may aggregate
disclosures for assets or liabilities arising from contingencies
that are similar in nature. . .
e. For each business
combination in which the acquirer holds less than 100 percent of
the equity interests in the acquiree at the acquisition date,
both of the following:
- The fair value of the noncontrolling interest in the acquiree at the acquisition date
- The valuation technique(s) and significant inputs used to measure the fair value of the noncontrolling interest.
ASC 805-30
Business Combinations Occurring During a Current Reporting
Period or After the Reporting Date but Before the Financial
Statements Are Issued
50-1 Paragraph
805-10-50-1 identifies one of the objectives of disclosures
about a business combination. To meet that objective, the
acquirer shall disclose all of the following information for
each business combination that occurs during the reporting
period: . . .
b. The acquisition-date fair value of the
total consideration transferred and the acquisition-date fair
value of each major class of consideration, such as the
following:
- Cash
- Other tangible or intangible assets, including a business or subsidiary of the acquirer
- Liabilities incurred, for example, a liability for contingent consideration
- Equity interests of the acquirer, including the number of instruments or interests issued or issuable and the method of determining the fair value of those instruments or interests. . . .
ASC 805-50
50-5 If an
acquiree elects the option to apply pushdown accounting in its
separate financial statements, it shall disclose information in
the period in which the pushdown accounting was applied (or in
the current reporting period if the acquiree recognizes
adjustments that relate to pushdown accounting) that enables
users of financial statements to evaluate the effect of pushdown
accounting. To meet this disclosure objective, the acquiree
shall consider the disclosure requirements in other Subtopics of
Topic 805.
50-6
Information to evaluate the effect of pushdown accounting may
include the following: . . .
c. The acquisition-date fair value of the
total consideration transferred by the acquirer. . . .
ASC 805-60
Pending Content (Transition Guidance: ASC
805-60-65-1)
50-2 In the period of
formation, a joint venture shall disclose the
following:
- The formation date
- A description of the purpose for which the joint venture was formed (for example, to share risks and rewards in developing a new market, product, or technology; to combine complementary technological knowledge; or to pool resources in developing production or other facilities)
- The formation-date fair value of the joint venture as a whole
- A description of the assets and liabilities recognized by the joint venture at the formation date
- The amounts recognized by the joint venture for each major class of assets and liabilities as a result of accounting for its formation, either presented on the face of financial statements or disclosed in the notes to financial statements (see paragraph 805-60-45-1)
- A qualitative description of the factors that make up any goodwill recognized, such as expected synergies from combining operations of the contributed assets or businesses, intangible assets that do not qualify for separate recognition, or other factors.
50-3 If the initial
accounting for a joint venture formation is
incomplete (see paragraph 805-60-25-14) for
particular assets, liabilities, noncontrolling
interests, or the formation-date fair value of the
joint venture as a whole and the amounts
recognized in the financial statements for the
joint venture formation thus have been determined
only provisionally, the joint venture shall
disclose the following information:
- The reasons why the initial accounting is incomplete
- The assets, liabilities, noncontrolling interests, or the formation-date fair value of the joint venture as a whole for which the initial accounting is incomplete
- The nature and amount of any measurement period adjustments recognized during the reporting period, including separately the amount of adjustment to current-period income statement line items relating to the income effects that would have been recognized in previous periods if the adjustment to provisional amounts was recognized as of the formation date.