US GAAP Business Combinations (M&A) and Consolidations (2 days)

Course code: 2248

Introduction

Business combinations are one of the most complex areas of accounting for many companies. This two-day course provides a comprehensive review of US GAAP rules (ASC 805) that guide the accounting for business combinations and related goodwill. Presented with illustrative examples, the theory and application of the acquisition method is demonstrated, complemented by discussion of the rules in an interactive group environment, utilising a comprehensive case study and financial statements. This programme answers questions such as:

  • What is included and what is excluded when calculating the acquisition price in a business combination?
  • How are fair value determinations made?
  • How do contingent payments (earnouts) affect the determination of cost?
  • How are special recognition and measurement rules applied to contingent liabilities, contingent assets and intangible assets?
  • What is the accounting for deferred income taxes arising out of a business combination?
  • How is goodwill calculated and evaluated for impairment?
  • What is the accounting for stock options assumed in an acquisition?
  • What are the required disclosures?

Topics

  • Introduction
    • Scope of ASC 805 and definition of a business
    • Identifying a business combination
    • Application to variable interest entities (VIEs)
    • Overview of the acquisition method
    • Determining the acquirer
    • Determining the acquisition date
  • Computing the purchase consideration
    • Cash and securities
    • Stock options issued in a business combination
    • Contingent payments such as earnouts
    • Classified as liabilities
    • Classified as equity
  • Fair value determination and recognition of assets acquired and liabilities incurred
    • Receivables
    • Inventories
    • Investments
    • PP&E
    • Asset retirement obligations
    • In-process R&D
    • Onerous contracts
    • Restructuring liabilities
    • Contingent liabilities and assets
    • Remeasurement issues
    • Intangible assets
  • Revision of provisional fair values
  • Goodwill & intangible assets
    • Determining reporting units
    • Annual goodwill impairment test including applying Step 0 - qualitative test
    • Treatment of a gain on a bargain purchase
  • Tax issues
    • Measurement of deferred tax assets and liabilitiess
    • Interaction of deferred taxes with goodwill
    • Tax-deductible goodwill
  • Identification and treatment of reverse acquisitions
  • Issues relating to noncontrolling interests
    • Identification
    • Business combinations achieved in stages
    • Full goodwill method and application to partial acquisitions
    • Step acquisitions – control through two or more investments
    • Step dispositions – disposal of partial interest with control retained
    • Financial statement presentation
    • Earnings per share
  • Disclosure requirements
  • Effect of ASC 820 Fair Value Measurement

Teaching method

  • Group live instruction with interactive participation encouraged
  • Review of US GAAP relating to business combinations
  • Presentation of illustrative case studies and financial statements
  • Discussion of implementation issues relating to business combinations
  • All participants receive a comprehensive binder containing copies of the presentation slides, handouts and other course materials

Prerequisites

A basic understanding of US GAAP. No advance preparation is required for this course.

Course benefits

  • Understand current US GAAP rules applicable to business combinations
  • Learn how to determine the fair values of assets acquired and liabilities assumed in a business combination
  • Comply with requirements regarding gains on business combinations
  • Identify when to establish restructuring provisions
  • Know how to implement all aspects of the acquisition method
  • Comply with the accounting requirements for the initial recognition and subsequent impairment testing of goodwill
  • Understand the treatment of noncontrolling interests

Testimonials

See what past participants said about this course:

Excellent course and very relevant.

Bassam Diab, Sector Assistant Controller

IASeminars was both a strong refresher, and an advancer for my technical knowledge of US GAAP.

Graham Spencer, Analyst - External Reporting,
Seadrill Management Limited, UK

Good, experienced tutors and good quality material. I particularly enjoyed the way the examples built with the topics.

Very thorough examples and case studies. The course was very enjoyable, with a lot of interactive content and examples that made it very relevant to my learning needs and day to day job.

Who should attend?

Industry controllers, accountants, and finance professionals looking to solidify their knowledge of the accounting requirements of ASC 805.

CPE / CPD Accreditation

NASBA

IASeminars is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org. 


Field of study: Accounting

ICAEW Partner in Learning

IASeminars is proud to have been named as an ICAEW Partner in Learning, working together to offer the ICAEW IFRS Certificate to our clients worldwide. ICAEW (The Institute of Chartered Accountants in England and Wales) is a world leading professional membership organisation that promotes, develops and supports over 145,000 chartered accountants worldwide. CPE certificates obtained from attending IASeminars courses are an ideal way for ICAEW members and others to demonstrate their continuing professional development, provided that the topic is relevant to their learning and development needs.

New York State Board of Public Accountancy

IASeminars is registered with the New York State Board of Public Accountancy as a CPE sponsor. Our CPE Sponsor ID is: 002546. This registration does not constitute an endorsement by the Board as to the quality of our CPE Program.

Texas State Board of Public Accountancy

IASeminars is registered with the Texas State Board of Public Accountancy as a CPE sponsor. Our CPE Sponsor ID is: 009689. This registration does not constitute an endorsement by the Board as to the quality of our CPE Program.

In House

To bring this course in-house please contact us and we will be pleased to assist

Course details

Course schedule

There are currently no dates scheduled.
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