# ASC 805-958-30: Business Combinations — Not-for-Profit Entities — 30 Initial Measurement

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-958-30: 30 Initial Measurement

[Read section](https://asc.understandingaccounting.org/asc/805/958/#30-initial-measurement)

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### Merger of Not-for-Profit Entities

##### [805-958-30-1](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-1)

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**The new [not-for-profit entity](https://asc.understandingaccounting.org/glossary/n/#not-for-profit-entity "An entity that possesses the following characteristics, in varying degrees, that distinguish it from a business entity: Contributions of significant amounts of resources from resource providers who do not expect commensurate or proportionate pecuniary return Operating purposes other than to provide goods or services at a profit Absence of ownership interests like those of business entities. Entities that clearly fall outside this definition include the following: All investor-owned entities Entities that provide dividends, lower costs, or other economic benefits directly and proportionately to their owners, members, or participants, such as mutual insurance entities, credit unions, farm and rural electric cooperatives, and employee benefit plans.") (NFP) shall measure the assets and liabilities in its financial statements as of the [merger date](https://asc.understandingaccounting.org/glossary/m/#merger-date "The date on which the merger becomes effective.") at the amounts reported in the financial statements of the merging entities as of that date prepared in accordance with GAAP, adjusted as necessary in accordance with paragraphs

[958-805-30-2 through 30-3](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-2)

.**

##### [805-958-30-2](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-2)

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The merging entities may have measured assets and liabilities using different methods of accounting in their separate financial statements. The new NFP shall adjust the amounts of those assets and liabilities as necessary to reflect a consistent method of accounting.

##### [805-958-30-3](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-3)

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However, because the carryover method does not reflect a fresh-start measurement, a merger is not an event that permits the election of accounting options that are restricted to the entity's initial acquisition or recognition of an item (or the reversal of a previous election). Thus, for example, one merging entity's election to apply the Fair Value Option Subsections of Subtopic 825-10 for a particular financial asset or liability permits neither the new NFP's election of the fair value option for other financial assets or liabilities at the merger date nor the reversal of the previous selection of the fair value option.

##### [805-958-30-4](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-4)

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The new NFP shall eliminate the effects of any intra-entity transactions on its assets, liabilities, and net assets as of the merger date.

### Acquisition by a Not-for-Profit Entity

##### [805-958-30-5](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-5)

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A [not-for-profit entity](https://asc.understandingaccounting.org/glossary/n/#not-for-profit-entity "An entity that possesses the following characteristics, in varying degrees, that distinguish it from a business entity: Contributions of significant amounts of resources from resource providers who do not expect commensurate or proportionate pecuniary return Operating purposes other than to provide goods or services at a profit Absence of ownership interests like those of business entities. Entities that clearly fall outside this definition include the following: All investor-owned entities Entities that provide dividends, lower costs, or other economic benefits directly and proportionately to their owners, members, or participants, such as mutual insurance entities, credit unions, farm and rural electric cooperatives, and employee benefit plans.") (NFP) that is an [acquirer](https://asc.understandingaccounting.org/glossary/a/#acquirer "The entity that obtains control of the acquiree. However, in a business combination in which a variable interest entity (VIE) is acquired, the primary beneficiary of that entity always is the acquirer. (P) December 16, 2026; (N) December 16, 2026805-10-65-5The entity that obtains control of the acquiree.See paragraphs 805-10-25-4805-10-25-5 for guidance on determining the acquirer.") applies the guidance in this Subsection instead of Subtopic 805-30 for the measurement of the following items:

1.  a
    
    [Goodwill](https://asc.understandingaccounting.org/glossary/g/#goodwill "An asset representing the future economic benefits arising from other assets acquired in a business combination, acquired in an acquisition by a not-for-profit entity, or recognized by a joint venture upon formation that are not individually identified and separately recognized. For ease of reference, this term also includes the immediate charge recognized by not-for-profit entities in accordance with paragraph 958-805-25-29.") acquired, whether recognized as an asset or an immediate charge to the statement of activities
    
2.  b
    
    A [contribution](https://asc.understandingaccounting.org/glossary/c/#contribution "An unconditional transfer of cash or other assets, as well as unconditional promises to give, to an entity or a reduction, settlement, or cancellation of its liabilities in a voluntary nonreciprocal transfer by another entity acting other than as an owner. Those characteristics distinguish contributions from:Exchange transactions, which are reciprocal transfers in which each party receives and sacrifices approximately commensurate valueInvestments by owners and distributions to owners, which are nonreciprocal transfers between an entity and its ownersOther nonreciprocal transfers, such as impositions of taxes or legal judgments, fines, and thefts, which are not voluntary transfers. In a contribution transaction, the resource provider often receives value indirectly by providing a societal benefit although that benefit is not considered to be of commensurate value. In an exchange transaction, the potential public benefits are secondary to the potential direct benefits to the resource provider. The term contribution revenue is used to apply to transactions that are part of the entity's ongoing major or central activities (revenues), or are peripheral or incidental to the entity (gains). See also Inherent Contribution and Conditional Contribution.") received in an acquisition
    
3.  c
    
    Consideration transferred, including [contingent consideration](https://asc.understandingaccounting.org/glossary/c/#contingent-consideration "Usually an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future events occur or conditions are met. However, contingent consideration also may give the acquirer the right to the return of previously transferred consideration if specified conditions are met.").
    

Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:

[105-10-65-10](https://asc.understandingaccounting.org/asc/105/10/#105-10-65-10)A [not-for-profit entity](https://asc.understandingaccounting.org/glossary/n/#not-for-profit-entity "An entity that possesses the following characteristics, in varying degrees, that distinguish it from a business entity: Contributions of significant amounts of resources from resource providers who do not expect commensurate or proportionate pecuniary return Operating purposes other than to provide goods or services at a profit Absence of ownership interests like those of business entities. Entities that clearly fall outside this definition include the following: All investor-owned entities Entities that provide dividends, lower costs, or other economic benefits directly and proportionately to their owners, members, or participants, such as mutual insurance entities, credit unions, farm and rural electric cooperatives, and employee benefit plans.") (NFP) that is an [acquirer](https://asc.understandingaccounting.org/glossary/a/#acquirer "The entity that obtains control of the acquiree. However, in a business combination in which a variable interest entity (VIE) is acquired, the primary beneficiary of that entity always is the acquirer. (P) December 16, 2026; (N) December 16, 2026805-10-65-5The entity that obtains control of the acquiree.See paragraphs 805-10-25-4805-10-25-5 for guidance on determining the acquirer.") applies the guidance in this Subsection instead of Subtopics 805-20 and 805-30 for the measurement of the following items:

1.  a
    
    [Goodwill](https://asc.understandingaccounting.org/glossary/g/#goodwill "An asset representing the future economic benefits arising from other assets acquired in a business combination, acquired in an acquisition by a not-for-profit entity, or recognized by a joint venture upon formation that are not individually identified and separately recognized. For ease of reference, this term also includes the immediate charge recognized by not-for-profit entities in accordance with paragraph 958-805-25-29.") acquired, whether recognized as an asset or an immediate charge to the statement of activities
    
2.  b
    
    A [contribution](https://asc.understandingaccounting.org/glossary/c/#contribution "An unconditional transfer of cash or other assets, as well as unconditional promises to give, to an entity or a reduction, settlement, or cancellation of its liabilities in a voluntary nonreciprocal transfer by another entity acting other than as an owner. Those characteristics distinguish contributions from:Exchange transactions, which are reciprocal transfers in which each party receives and sacrifices approximately commensurate valueInvestments by owners and distributions to owners, which are nonreciprocal transfers between an entity and its ownersOther nonreciprocal transfers, such as impositions of taxes or legal judgments, fines, and thefts, which are not voluntary transfers. In a contribution transaction, the resource provider often receives value indirectly by providing a societal benefit although that benefit is not considered to be of commensurate value. In an exchange transaction, the potential public benefits are secondary to the potential direct benefits to the resource provider. The term contribution revenue is used to apply to transactions that are part of the entity's ongoing major or central activities (revenues), or are peripheral or incidental to the entity (gains). See also Inherent Contribution and Conditional Contribution.") received in an acquisition
    
3.  c
    
    Consideration transferred, including [contingent consideration](https://asc.understandingaccounting.org/glossary/c/#contingent-consideration "Usually an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree if specified future events occur or conditions are met. However, contingent consideration also may give the acquirer the right to the return of previously transferred consideration if specified conditions are met.").

#### Goodwill Acquired, Whether Recognized as an Asset or an Immediate Charge to the Statement of Activities

##### [805-958-30-6](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-6)

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An NFP acquirer shall measure goodwill acquired, including goodwill recognized as an immediate charge to the statement of activities, as of the [acquisition date](https://asc.understandingaccounting.org/glossary/a/#acquisition-date "The date on which the acquirer obtains control of the acquiree.") as the excess of (a) over (b):

1.  a
    
    The aggregate of the following:
    
    1.  1
        
        The consideration transferred measured at its acquisition-date fair value (see paragraphs
        
        [958-805-30-10 through 30-13](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-10)
        
        )
        
    2.  2
        
        The fair value of any [noncontrolling interest](https://asc.understandingaccounting.org/glossary/n/#noncontrolling-interest "The portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. A noncontrolling interest is sometimes called a minority interest.") in the [acquiree](https://asc.understandingaccounting.org/glossary/a/#acquiree "The business or businesses that the acquirer obtains control of in a business combination. This term also includes a nonprofit activity or business that a not-for-profit acquirer obtains control of in an acquisition by a not-for-profit entity.")
        
    3.  3
        
        In an [acquisition by a not-for-profit entity](https://asc.understandingaccounting.org/glossary/a/#acquisition-by-a-not-for-profit-entity "A transaction or other event in which a not-for-profit acquirer obtains control of one or more nonprofit activities or businesses and initially recognizes their assets and liabilities in the acquirer's financial statements. When applicable guidance in Topic 805 is applied by a not-for-profit entity, the term business combination has the same meaning as this term has for a for-profit entity. Likewise, a reference to business combinations in guidance that links to Topic 805 has the same meaning as a reference to acquisitions by not-for-profit entities.") achieved in stages, the acquisition-date fair value of the acquirer's previously held [equity interest](https://asc.understandingaccounting.org/glossary/e/#equity-interests "Used broadly to mean ownership interests of investor-owned entities; owner, member, or participant interests of mutual entities; and owner or member interests in the net assets of not-for-profit entities.") in the acquiree.
        
2.  b
    
    The net of the acquisition-date amounts of the [identifiable](https://asc.understandingaccounting.org/glossary/i/#identifiable "An asset is identifiable if it meets either of the following criteria: It is separable, that is, capable of being separated or divided from the entity and sold, transferred, licensed, rented, or exchanged, either individually or together with a related contract, identifiable asset, or liability, regardless of whether the entity intends to do so. It arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.") assets acquired and the liabilities assumed measured in accordance with Subtopic 805-20 and this Subtopic.

##### [805-958-30-7](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-7)

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The result of the equation in the preceding paragraph will be to measure goodwill or the separate charge to the statement of activities as the excess of liabilities assumed over assets acquired if the acquisition by the NFP meets all of the following criteria:

1.  a
    
    No consideration is transferred.
    
2.  b
    
    There is no noncontrolling interest in an acquiree.
    
3.  c
    
    The acquisition was not achieved in stages.

#### A Contribution Received in an Acquisition

##### [805-958-30-8](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-8)

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**An [inherent contribution](https://asc.understandingaccounting.org/glossary/i/#inherent-contribution "A contribution that results if an entity voluntarily transfers assets (or net assets) or performs services for another entity in exchange for either no assets or for assets of substantially lower value and unstated rights or privileges of a commensurate value are not involved.") recognized in accordance with paragraph [958-805-25-31](https://asc.understandingaccounting.org/asc/805/958/#805-958-25-31) shall be measured as the excess of the amount in paragraph [958-805-30-6(b)](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-6) over the amount in paragraph [958-805-30-6(a)](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-6).**

##### [805-958-30-9](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-9)

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The inherent contribution received will be measured as the excess of assets acquired over liabilities assumed if the acquisition meets all of the following criteria:

1.  a
    
    That acquisition is effected without the transfer of consideration.
    
2.  b
    
    There is no noncontrolling interest in an acquiree.
    
3.  c
    
    The acquisition was not achieved in stages.
    

Example 6 (see paragraphs

[958-805-55-62 through 55-67](https://asc.understandingaccounting.org/asc/805/958/#805-958-55-62)

) illustrates an inherent contribution.

#### Consideration Transferred, Including Contingent Consideration

##### [805-958-30-10](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-10)

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The consideration transferred in an acquisition by an NFP shall be measured at fair value, which shall be calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer and the liabilities incurred by the acquirer.

##### [805-958-30-11](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-11)

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If the consideration transferred includes assets or liabilities of the NFP acquirer that have carrying amounts that differ from their fair values at the acquisition date, as discussed in paragraph [958-805-25-34](https://asc.understandingaccounting.org/asc/805/958/#805-958-25-34), the NFP acquirer shall remeasure the transferred assets or liabilities to their fair values as of the acquisition date.

##### [805-958-30-12](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-12)

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An NFP acquirer that retains control over the transferred assets as described in paragraphs

[958-805-25-33 through 25-34](https://asc.understandingaccounting.org/asc/805/958/#805-958-25-33)

shall measure those assets and liabilities at their carrying amounts immediately before the acquisition date.

##### [805-958-30-13](https://asc.understandingaccounting.org/asc/805/958/#805-958-30-13)

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Contingent consideration shall be measured initially at acquisition-date fair value.
