2. Amend paragraphs 805-10-25-13 and 805-10-25-17, with a link to transition paragraph 805-10-65-3, as follows:
Business Combinations—Overall
Recognition
> The Measurement Period
805-10-25-13 If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, in accordance with paragraph 805-10-25-17, the acquirer shall retrospectively
adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.
805-10-25-14 During the measurement period, the acquirer also shall recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the acquirer receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.
805-10-25-15 The measurement period is the period after the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination. The measurement period provides the acquirer with a reasonable time to obtain the information necessary to identify and measure any of the following as of the acquisition date in accordance with the requirements of this Topic:
- The identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree (see Subtopic 805-20)
- The consideration transferred for the acquiree (or the other amount used in measuring goodwill in accordance with paragraphs 805-30-30-1 through 30-3)
- In a business combination achieved in stages, the equity interest in the acquiree previously held by the acquirer (see paragraph 805-30-30-1(a)(3))
- The resulting goodwill recognized in accordance with paragraph 805-30-30-1 or the gain on a bargain purchase recognized in accordance with paragraph 805-30-25-2.
805-10-25-16 The acquirer recognizes an increase (decrease) in the provisional amount recognized for an identifiable asset (liability) by means of a decrease (increase) in goodwill. However, new information obtained during the measurement period sometimes may result in an adjustment to the provisional amount of more than one asset or liability. For example, the acquirer might have assumed a liability to pay damages related to an accident in one of the acquiree’s facilities, part or all of which are covered by the acquiree’s liability insurance policy. If the acquirer obtains new information during the measurement period about the acquisition-date fair value of that liability, the adjustment to goodwill resulting from a change to the provisional amount recognized for the liability would be offset (in whole or in part) by a corresponding adjustment to goodwill resulting from a change to the provisional amount recognized for the claim receivable from the insurer.
805-10-25-17 During the measurement period, the acquirer shall recognize adjustments to the provisional amounts
as if the accounting for the business combination had been completed at the acquisition date
with a corresponding adjustment to goodwill in the reporting period in which the adjustments to the provisional amounts are determined. Thus, the acquirer shall
revise comparative information for prior periods presented in financial statements as needed, including making any change
adjust its financial statements as needed, including recognizing in its current-period earnings the full effect of changes in depreciation, amortization, or other income
effects recognized in completing the initial accounting
effects, by line item, if any, as a result of the change to the provisional amounts calculated as if the accounting had been completed at the acquisition date. Paragraph 805-10-55-16 and Example 1 (see paragraph 805-10-55-27) provide additional guidance.
3. Amend paragraphs 805-10-55-16 and 805-10-55-27 through 55-29, with a link to transition paragraph 805-10-65-3, as follows:
Implementation Guidance and Illustrations
> Implementation Guidance
> > The Measurement Period
805-10-55-16 Paragraphs 805-10-25-14 through 25-19 and 805-10-30-2 through 30-3 discuss requirements related to the measurement period in a business combination. If the initial accounting for a business combination is incomplete at the end of the financial reporting period in which the combination occurs, paragraph 805-10-25-13 requires that the acquirer recognize in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the acquirer recognizes adjustments to the provisional amounts needed to reflect new information obtained about facts and circumstances that existed as of the
acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Paragraph 805-10-25-17 requires the acquirer to recognize such adjustments
with a corresponding adjustment to goodwill as if the accounting for the business combination had been completed at the acquisition date
in the reporting period the adjustments are determined.
Measurement period adjustments
The effects of adjustments to provisional amounts to periods after the acquisition date are
not
included in
the earnings
of the adjustment period.
805-10-55-17 Example 1 (see paragraph 805-10-55-27) illustrates measurement period guidance.
> Illustrations
> > Example 1: Appraisal That Is Incomplete at the Reporting Date
805-10-55-27 This Example illustrates the measurement period guidance in paragraph 805-10-55-16. Acquirer acquires Target on September 30, 20X7. Acquirer seeks an independent appraisal for an item of property, plant, and equipment acquired in the combination, and the appraisal was not complete by the time Acquirer issued its financial statements for the year ended December 31, 20X7. In its 20X7 annual financial statements, Acquirer recognized a provisional fair value for the asset of $30,000. At the acquisition date, the item of property, plant, and equipment had a remaining useful life of five years.
Five
Six months after the acquisition date, Acquirer received the independent appraisal, which estimated the asset’s acquisition-date fair value as $40,000.
805-10-55-28 In its
interim financial statements for the
year
quarter ended
December 31
,
March 31, 20X8, Acquirer
retrospectively
adjusts
the provisional amounts recorded and the related effects on that period’s earningsthe 20X7 prior year information
as follows:
- The carrying amount of property, plant, and equipment as of
December 31, 20X7
,March 31, 20X8, is increased by $9,500
$9,000. That adjustment is measured as the fair value adjustment at the acquisition date of $10,000 less the additional depreciation that would have been recognized had the asset's fair value at the acquisition date been recognized from that date ($500 for 3
($1,000 for 6 months' depreciation).
- The carrying amount of goodwill as of
December 31, 20X7,
March 31, 20X8, is decreased by $10,000.
- Depreciation expense for
20X7
the period ended March 31, 20X8, is increased by $500
$1,000 to reflect the effect on earnings as a result of the change to the provisional amount recognized.
805-10-55-29 In accordance with paragraph
805-20-50-4A 805-10-50-6
, Acquirer discloses both of the following:
- In its 20X7 financial statements, that the initial accounting for the business combination has not been completed because the appraisal of property, plant, and equipment has not yet been received
- In its March 31, 20X8 financial statements, the amounts and explanations of the adjustments to the provisional values recognized during the current reporting period. Therefore, Acquirer discloses that
the 20X7 comparative information is retrospectively adjusted to
increase to the fair value of the item of property, plant, and equipment at the acquisition date by $9,500, offset by
was $10,000, with a corresponding decrease to goodwill. goodwill of $10,000
Additionally, the change to the provisional amount resulted in and
an increase in depreciation expense of $500
and accumulated depreciation of $1,000, of which $500 relates to the previous quarter.
4. Add paragraph 805-10-65-3 and its related heading as follows:
> Transition Related to Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
805-10-65-3 The following represents the transition and effective date information related to Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments:
a. For public business entities, the pending content that links to this paragraph shall be effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015.
b. For all other entities, the pending content that links to this paragraph shall be effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017.
c. Early application of the pending content that links to this paragraph is permitted for:
1. Public business entities for reporting periods for which financial statements have not yet been issued
2. All other entities for reporting periods for which financial statements have not yet been made available for issuance.
d. The pending content that links to this paragraph shall be applied prospectively to adjustments made to provisional amounts that occur after the effective date of the pending content that links to this paragraph.
e. An entity shall disclose the nature of and reason for the change in accounting principle in the first annual period after the entity’s adoption date and in the interim periods within the first annual period of adoption if there is a measurement-period adjustment during the annual period in which the changes are effective.