contingent consideration

ASC 605-28 formerly provided the "milestone method" of revenue recognition, an accounting policy election that allowed a vendor in a research-and-development arrangement to recognize contingent milestone consideration in its entirety in the period the milestone was achieved, if the milestone was deemed substantive. Every paragraph of this subtopic — scope, recognition, disclosure, and transition — was superseded by ASU 2014-09 (Revenue from Contracts with Customers). Milestone-type contingent consideration is now accounted for as variable consideration under ASC 606, subject to the constraint on variable consideration.

ASC 805-30 covers the piece of the acquisition method that produces goodwill or a bargain purchase gain. Goodwill equals the excess of (a) consideration transferred at acquisition-date fair value plus the fair value of any noncontrolling interest plus the acquisition-date fair value of any previously held equity interest, over (b) the net of the acquisition-date amounts of identifiable assets acquired and liabilities assumed (805-30-30-1); if (b) exceeds (a), the acquirer must first reassess its identification and measurement of all items and then recognize the remaining excess as a gain in earnings. It also governs measurement of consideration transferred, including contingent consideration and share-based payment replacement awards.

ASC 805-954 supplements Subtopic 958-805 for not-for-profit, business-oriented health care entities that combine with other NFPs, businesses, or nonprofit activities in a transaction meeting the definition of a merger of not-for-profit entities or an acquisition by a not-for-profit entity. Its incremental rules address classification of acquired debt securities, and—most importantly—whether particular acquisition-related amounts (contingent consideration remeasurements, the separate charge, inherent contributions, step-acquisition gains or losses) are reported within or outside the performance indicator. It also prescribes pro forma performance indicator disclosures for public health care entities.