# ASC 805-958-35: Business Combinations — Not-for-Profit Entities — 35 Subsequent Measurement

Source: FASB Accounting Standards Codification, Basic View

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## ASC 805-958-35: 35 Subsequent Measurement

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

##### [805-958-35-1](https://asc.understandingaccounting.org/asc/805/958/#805-958-35-1)

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The guidance in this Section together with the guidance in paragraph [805-10-35-1](https://asc.understandingaccounting.org/asc/805/10/#805-10-35-1) and Section 805-20-35 applies to 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."). This Section provides the following incremental guidance for assets acquired and liabilities assumed or incurred 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."):

1.  a
    
    [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."), including contingent consideration arrangements assumed by an acquirer
    
2.  b
    
    [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.

#### Contingent Consideration, Including Contingent Consideration Arrangements Assumed by an Acquirer

##### [805-958-35-2](https://asc.understandingaccounting.org/asc/805/958/#805-958-35-2)

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Some changes in the fair value of contingent consideration and contingent consideration arrangements assumed from an acquiree that the acquirer recognizes after the [acquisition date](https://asc.understandingaccounting.org/glossary/a/#acquisition-date "The date on which the acquirer obtains control of the acquiree.") may be the result of additional information about facts and circumstances that existed at the acquisition date that the acquirer obtained after that date. Such changes are measurement period adjustments in accordance with paragraphs

[805-10-25-13 through 25-18](https://asc.understandingaccounting.org/asc/805/10/#805-10-25-13)

and Section 805-10-30.

##### [805-958-35-3](https://asc.understandingaccounting.org/asc/805/958/#805-958-35-3)

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Changes resulting from events after the acquisition date, such as meeting an earnings or other performance target, reaching a specified share price, or reaching a milestone on a research and development project, are not measurement period adjustments. An NFP acquirer shall account for such changes by remeasuring the related asset or liability to fair value at each reporting date until the contingency is resolved and recognizing the changes in fair value in the statement of activities.

##### [805-958-35-4](https://asc.understandingaccounting.org/asc/805/958/#805-958-35-4)

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Contingent consideration arrangements of an acquiree assumed by the acquirer shall be measured subsequently in accordance with the guidance for contingent consideration arrangements in paragraphs

[958-805-35-2 through 35-3](https://asc.understandingaccounting.org/asc/805/958/#805-958-35-2)

.

#### Goodwill Acquired

##### [805-958-35-5](https://asc.understandingaccounting.org/asc/805/958/#805-958-35-5)

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For guidance, including the related accounting alternative on subsequently measuring goodwill recognized in an acquisition of a business or a nonprofit activity, see Subtopic 350-20. See paragraph [350-20-65-2](https://asc.understandingaccounting.org/asc/350/20/#350-20-65-2) for transition guidance on applying the accounting alternative for amortizing goodwill in Subtopic 350-20 and paragraph [350-20-65-4](https://asc.understandingaccounting.org/asc/350/20/#350-20-65-4) for transition guidance on applying the accounting alternative for a goodwill impairment triggering event evaluation.
