ASC 805-50
Related Issues
805 Business Combinations
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ASC 805-50 collects the transactions that fall outside the acquisition method of Topic 805: asset acquisitions that are not businesses, transfers between entities under common control, formation of master limited partnerships, and pushdown accounting. Asset acquisitions are recorded at cost (including transaction costs) and allocated to the individual assets on a relative fair value basis with no goodwill; common-control transfers are recorded by the receiving entity at the transferor's (or parent's) carrying amounts with retrospective presentation for periods under common control. Pushdown accounting is an optional, irrevocable election by an acquiree to reflect the acquirer's new basis in its separate financial statements.
Key points (7)
- The Subtopic has its own discrete scope separate from 805-10-15 (805-50-15-1); asset acquisition guidance does not apply to a primary beneficiary's initial measurement of a non-business VIE (805-50-15-4) or to joint venture formations, which follow 805-60 (805-50-15-4A).
- In an asset acquisition, assets are recognized at their cost to the acquiring entity, which generally includes transaction costs, and no gain or loss is recognized unless the fair value of noncash assets given differs from their carrying amounts (805-50-30-1; 805-50-30-2).
- The cost of a group of assets acquired outside a business combination is allocated to the individual assets and liabilities based on their relative fair values and shall not give rise to goodwill (805-50-30-3).
- In a common-control transfer, the receiving entity initially recognizes the transferred assets and liabilities at the transfer date (805-50-25-2) and measures them at the transferring entity's carrying amounts—or the parent's historical cost if those differ (805-50-30-5).
- The receiving entity presents results as though the transfer occurred at the beginning of the period, eliminating intra-entity effects, and retrospectively adjusts prior-year comparatives, but only for periods during which the entities were under common control (805-50-45-2 through 45-5).
- No new basis of accounting is appropriate for master limited partnership rollups (with transaction costs expensed), specified dropdowns, rollouts, or reorganizations (805-50-30-7); units issued for services not carrying over are compensation (805-50-30-9).
- Pushdown accounting is an option an acquiree (and any of its subsidiaries, independently) may elect upon a change-in-control event, must be elected before the financial statements are issued or available to be issued, is applied as of the acquisition date, and is irrevocable (805-50-25-4 through 25-9); goodwill is recognized but any bargain purchase gain goes to additional paid-in capital, not income (805-50-30-11).
For students. Exam favorite: the asset-acquisition vs. business-combination fork—transaction costs are capitalized (not expensed) and no goodwill arises in an asset acquisition, the opposite of the acquisition method. Also commonly missed: common-control comparatives are restated only for periods the entities were actually under common control, and pushdown bargain purchase gains hit APIC rather than earnings.
Machine-generated study aid for ASC 805-50. Check the source paragraphs below.
805-50-00Status
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805-50-05Overview and Background
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- aGeneral
- bAcquisition of Assets Rather than a Business
- cTransactions Between Entities Under Common Control
- dFormation of a Master Limited Partnership
- ePushdown Accounting.
Acquisition of Assets Rather than a Business
Transactions between Entities under Common Control
Formation of a Master Limited Partnership
Master Limited Partnership Transactions
Pushdown Accounting
805-50-15Scope and Scope Exceptions
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Overall Guidance
Acquisition of Assets Rather than a Business
Entities
Transactions
Transactions between Entities under Common Control
Entities
Transactions
- aAn entity charters a newly formed entity and then transfers some or all of its net assets to that newly chartered entity.
- bA parent transfers the net assets of a wholly owned subsidiary into the parent and liquidates the subsidiary. That transaction is a change in legal organization but not a change in the reporting entity.
- cA parent transfers its controlling interest in several partially owned subsidiaries to a new wholly owned subsidiary. That also is a change in legal organization but not in the reporting entity.
- dA parent exchanges its ownership interests or the net assets of a wholly owned subsidiary for additional shares issued by the parent's less-than-wholly-owned subsidiary, thereby increasing the parent's percentage of ownership in the less-than-wholly-owned subsidiary but leaving all of the existing noncontrolling interest outstanding.
- eA parent's less-than-wholly-owned subsidiary issues its shares in exchange for shares of another subsidiary previously owned by the same parent, and the noncontrolling shareholders are not party to the exchange. That is not a business combination from the perspective of the parent.
- fA limited liability company is formed by combining entities under common control.
- gTwo or more not-for-profit entities (NFPs) that are effectively controlled by the same board members transfer their net assets to a new entity, dissolve the former entities, and appoint the same board members to the newly combined entity.
Formation of a Master Limited Partnership
Entities
Pushdown Accounting
Transactions
805-50-25Recognition
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Acquisition of Assets Rather than a Business
Acquisition Date Recognition of Consideration Exchanged
Transactions between Entities under Common Control
Transfer Date Recognition
New Basis of Accounting (Pushdown)
Pushdown Accounting
- aBy transferring cash or other assets
- bBy incurring liabilities
- cBy issuing equity interests
- dBy providing more than one type of consideration
- eWithout transferring consideration, including by contract alone as discussed in paragraph 805-10-25-11.
805-50-30Initial Measurement
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Acquisition of Assets Rather than a Business
Determining Cost
Allocating Cost
Transactions between Entities under Common Control
Transfer Date Measurement
Formation of a Master Limited Partnership
- aA rollup in which the general partner of the new master limited partnership was also the general partner in some or all of the predecessor limited partnerships and no cash is involved in the transaction. Transaction costs in a rollup shall be charged to expense.
- bA dropdown in which the sponsor receives 1 percent of the units in the master limited partnership as the general partner and 24 percent of the units as a limited partner, the remaining 75 percent of the units are sold to the public, and a two-thirds vote of the limited partners is required to replace the general partner.
- cA rollout.
- d
Pushdown Accounting
805-50-35Subsequent Measurement
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Acquisition of Assets Rather than a Business
Accounting After Acquisition
Pushdown Accounting
805-50-45Other Presentation Matters
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Transactions between Entities under Common Control
Financial Statement Presentation in Period of Transfer
Comparative Financial Statement Presentation for Prior Years
805-50-50Disclosure
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Transactions between Entities under Common Control
- a The name and brief description of the entity included in the reporting entity as a result of the net asset transfer or exchange of equity interests
- b The method of accounting for the transfer of net assets or exchange of equity interests.
Pushdown Accounting
- a
- b The acquisition date.
- c The acquisition-date fair value of the total consideration transferred by the acquirer.
- d The amounts recognized by the acquiree as of the acquisition date for each major class of assets and liabilities as a result of applying pushdown accounting. If the initial accounting for pushdown accounting is incomplete for any amounts recognized by the acquiree, the reasons why the initial accounting is incomplete.
- e A qualitative description of the factors that make up the goodwill recognized, such as expected synergies from combining operations of the acquiree and the acquirer, or intangible assets that do not qualify for separate recognition, or other factors. In a bargain purchase (see paragraphs ), the amount of the bargain purchase recognized in additional paid-in capital (or net assets of a not-for-profit acquiree) and a description of the reasons why the transaction resulted in a gain.
- f Information to evaluate the financial effects of adjustments recognized in the current reporting period that relate to pushdown accounting that occurred in the current or previous reporting periods (including those adjustments made as a result of the initial accounting for pushdown accounting being incomplete [see paragraphs ]).
805-50-55Implementation Guidance and Illustrations
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Illustrations
- On January 1, 20X9, Entity A purchased land, building, and equipment for $500,000 in cash. Transaction costs of $25,000 were incurred.
- To allocate the cost, the fair value of the individual assets is determined based on the guidance in Topic 820.
-
Asset Fair Value (Based on Measurement Guidance in Topic 820) Percent of Total Fair Value × Purchase Price + Transaction Costs = Allocated Cost of Assets Acquired + Transaction Costs Land " $350,000 " 61% (a) " $525,000 " " $319,565 " Building " 175,000 " 30% (b) " 525,000 " " 159,783 " Equipment " 50,000 " 9% (c) " 525,000 " " 45,652 " Total " $575,000 " 100% " $525,000 " (a) "$350,000/$575,000 = 61%" (b) "$175,000/$575,000 = 30%" (c) "$50,000/$575,000 = 9%"
805-50-65Transition and Open Effective Date Information
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805-50-S00StatusSEC
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| Paragraph | Action | Accounting Standards Update | Date |
| 805-50-S25-1 | Superseded | Accounting Standards Update No. 2015-08 | 05/08/2015 |
| 805-50-S30-1 | Superseded | Accounting Standards Update No. 2015-08 | 05/08/2015 |
| 805-50-S30-2 | Superseded | Accounting Standards Update No. 2015-08 | 05/08/2015 |
| 805-50-S50-1 | Superseded | Accounting Standards Update No. 2015-08 | 05/08/2015 |
| 805-50-S55-1 | Superseded | Accounting Standards Update No. 2015-08 | 05/08/2015 |
| Superseded | Accounting Standards Update No. 2015-08 | 05/08/2015 | |
| 805-50-S99-1 | Amended | Accounting Standards Update No. 2012-03 | 08/27/2012 |
| 805-50-S99-1 | Amended | Accounting Standards Update No. 2010-22 | 08/19/2010 |
| 805-50-S99-2 | Amended | Accounting Standards Update No. 2010-04 | 01/15/2010 |
805-50-S25RecognitionSEC
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New Basis of Accounting (Pushdown)
805-50-S30Initial MeasurementSEC
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Transactions between Entities under Common Control
Measurement of Certain Transfers Between Entities Under Common Control in the Separate Financial Statements of Each Entity
805-50-S50DisclosureSEC
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805-50-S55Implementation Guidance and IllustrationsSEC
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805-50-S99SEC MaterialsSEC
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Transactions between Entities under Common Control
SEC Staff Guidance
- The SEC staff's views on carrying over historical cost to record, in the separate financial statements of each entity, transfers between companies under common control or between a parent and its subsidiary are focused on transfers of net assets (as in a business combination) or long-lived assets. Those views would not normally apply to recurring transactions for which valuation is not in question (such as routine transfers of inventory) in the separate financial statements of each entity that is a party to the transaction.
Related subtopics
- 805-20 Identifiable Assets and Liabilities, and Any Noncontrolling InterestBusiness Combinations
- 105-10 OverallGenerally Accepted Accounting Principles
- 205-20 Discontinued OperationsPresentation of Financial Statements
- 350-10 OverallIntangibles—Goodwill and Other
- 805-40 Reverse AcquisitionsBusiness Combinations
- 805-958 Not-for-Profit EntitiesBusiness Combinations