Account For Business Combinations
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CPA Financial Accounting and Reporting (FAR) › Account For Business Combinations
Under ASC 805, how are acquisition-related transaction costs (e.g., legal fees, due diligence costs) treated by the acquirer?
Deferred and amortized over the expected benefit period.
Expensed as incurred in the period the costs are incurred.
Capitalized as part of the cost of the acquired business.
Added to goodwill on the acquisition date.
Explanation
Under ASC 805, acquisition-related costs are expensed as incurred and are not included in the consideration transferred or added to goodwill. Answer A is correct. Answer B and C reflect the pre-ASC 805 treatment under APB 16. Answer D (deferral and amortization) has no basis in current GAAP for transaction costs.
The measurement period under ASC 805 allows the acquirer to retrospectively adjust provisional amounts recognized at the acquisition date. What is the maximum duration of the measurement period?
18 months from the acquisition date.
Until the acquirer's first annual financial statements are issued.
6 months from the acquisition date.
One year from the acquisition date.
Explanation
ASC 805 limits the measurement period to no longer than one year from the acquisition date. Answer C is correct. Answer A (6 months) is too short. Answer B is incorrect because the measurement period is time-based, not tied to the issuance of annual statements. Answer D (18 months) exceeds the maximum allowed under ASC 805.
Company A issues 10,000 shares of its $1 par value common stock (fair value $25 per share) as consideration in a business combination. How should the consideration transferred be measured under ASC 805?
$250,000, based on the fair value of shares issued on the acquisition date.
$10,000, based on the par value of shares issued.
The book value of the acquired company's net assets.
$250,000, recorded as $10,000 common stock and $240,000 APIC with no effect on goodwill.
Explanation
Under ASC 805, consideration transferred in a business combination is measured at fair value on the acquisition date. For shares issued, fair value = 10,000 shares x $25 = $250,000. Answer A is correct. Answer B uses par value, which is not fair value. Answer C correctly states the equity recording but incorrectly suggests this has no effect on goodwill - the full $250,000 is used in the goodwill calculation. Answer D uses the acquiree's book value, which violates the acquisition method requirement to use fair values.
Goodwill recognized in a business combination is subsequently tested for impairment at which level?
Operating segment level
Individual asset level
Legal entity level
Reporting unit level
Explanation
Under ASC 350, goodwill is allocated to reporting units and tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (a component). Answer D is correct. Answer A - individual asset level - is used for long-lived asset impairment under ASC 360, not goodwill. Answer B - legal entity - is not the prescribed level. Answer C - operating segment - is one level above a reporting unit and could inappropriately mask impairment within subcomponents.
Which of the following items is included in the consideration transferred in a business combination under ASC 805?
The fair value of contingent consideration arrangements on the acquisition date.
Post-combination compensation arrangements for former owners who become employees.
Direct transaction costs such as legal and due diligence fees.
Costs to register and issue equity securities used as consideration.
Explanation
Under ASC 805, consideration transferred includes cash, other assets, liabilities incurred, equity instruments issued, and the acquisition-date fair value of contingent consideration arrangements. Answer A is correct. Direct transaction costs (B) are expensed, not included in consideration. Equity issuance costs (C) reduce APIC and are not part of consideration transferred. Post-combination compensation (D) is a separate arrangement expensed post-acquisition, not part of consideration transferred.
Which of the following correctly describes the recognition of an assembled workforce acquired in a business combination under ASC 805?
Recognized at the cost to replace the workforce (replacement cost method).
Not recognized separately; subsumed within goodwill.
Recognized as an intangible asset only if the employees are under contract.
Recognized as a separately identified intangible asset at fair value.
Explanation
Under ASC 805, an assembled workforce does not meet the contractual-legal or separability criteria for separate recognition as an intangible asset. It cannot be sold, transferred, or licensed independently and does not arise from legal or contractual rights. Therefore, it is subsumed within goodwill. Answer C is correct. Answers A and D would require separate recognition, which is prohibited. Answer B - recognizing only contracted employees - is a partial approach that still does not comply with ASC 805.
Company A acquires all of Company B's outstanding stock for $1,000,000. Company B's recorded net assets have a book value of $600,000 and a fair value of $850,000. What amount of goodwill should be recognized at the acquisition date?
$400,000
$250,000
$600,000
$150,000
Explanation
Under the acquisition method, goodwill = consideration transferred - fair value of identifiable net assets = $1,000,000 - $850,000 = $150,000. Answer B is correct. Answer A subtracts book value ($1,000,000 - $600,000), which is the pre-ASC 805 approach. Answer C is the difference between fair value and book value of net assets ($850,000 - $600,000), which is the fair value step-up, not goodwill. Answer D uses book value as the measurement, ignoring the fair value requirement.
Under ASC 805, which of the following is the correct treatment for direct costs of issuing equity securities as consideration in a business combination (e.g., underwriting fees)?
Expensed immediately as acquisition-related costs.
Deferred as debt issuance costs and amortized over the expected holding period.
Capitalized as part of the cost of the business combination and added to goodwill.
Recognized as a reduction of the proceeds from equity issuance (i.e., reduces APIC), not included in consideration transferred.
Explanation
Under ASC 805, costs to register and issue equity securities (e.g., underwriting fees) are not acquisition-related costs and are not expensed. Instead, they reduce the proceeds from the equity issuance and are recorded as a reduction of APIC. They do not affect consideration transferred or goodwill. Answer A is correct. Answer B adds them to goodwill, which is incorrect. Answer C treats them as acquisition-related costs and expenses them, but ASC 805 distinguishes between transaction costs (expensed) and equity issuance costs (charged to APIC). Answer D is a debt treatment and does not apply.
Under ASC 805, which of the following is NOT a component of goodwill recognized in a business combination?
The going concern value of the acquiree's existing business.
Overpayment by the acquirer.
Synergies expected from combining the two businesses.
The fair value of the acquiree's identifiable intangible assets.
Explanation
Goodwill represents assets not separately identifiable, including synergies (A), going concern value (B), and acquirer overpayment (C). Identifiable intangible assets (D) - those that are separable or arise from contractual rights - are recognized separately at fair value and are excluded from goodwill. Answer D is NOT a component of goodwill and is therefore correct. ASC 805 specifically requires that all identifiable intangibles be recognized separately rather than subsumed in goodwill.
Which of the following best describes the treatment of pre-existing relationships between the acquirer and acquiree that are effectively settled in a business combination?
They are eliminated in consolidation with no income statement impact.
They are recognized separately from the business combination, with a gain or loss measured based on the settlement terms versus market terms.
They are included in consideration transferred and affect goodwill.
They are always recognized as a gain at the acquisition date.
Explanation
Under ASC 805, pre-existing relationships (e.g., a contract between acquirer and acquiree that is effectively settled by the combination) are accounted for separately from the business combination. A gain or loss is measured as the difference between contractual terms and current market terms. Answer C is correct. Answer A incorrectly includes settlement of pre-existing relationships in consideration transferred. Answer B overstates the outcome - a loss is also possible. Answer D incorrectly absorbs the settlement with no income statement recognition.