FASB Statement 164: Accounting for Non-Profit Mergers and Acquisitions

Preparing for New Standards on Combinations, Accounting Methods and Disclosures

Recording of a 110-minute CPE webinar with Q&A

Conducted on Wednesday, September 16, 2009

Course Materials

This seminar will provide an in-depth review of FASB Statement 164 and offer guidance and best practices to advisors for non-profit organizations on proper accounting and disclosures in mergers and acquisitions.


In good economies and bad, non-profit organizations remain active players in mergers and acquisitions. However, non-profits and their advisors can no longer rely on analogies to business-combination reporting, thanks to recent specific guidance from FASB's Statement 164.

Statement 164 gives non-profits detailed rules on determining whether a business combination is a merger or acquisition, how to account for each, and required disclosures. It takes effect for mergers on or after Dec. 15, 2009 and acquisitions in the first annual reporting period after that date.

While the guidance is a major step forward, non-profit advisors must prepare now for a plethora of new rules and definitions affecting the standard for change in control, handling of goodwill and other intangible assets, and using the carryover or acquisition accounting methods, among other key topics.

Listen as our panel of experienced accounting advisors to non-profit organizations analyzes the new M&A standard in detail, offering suggestions at each step for helping NPO clients make clear and correct accounting disclosures.



  1. History of previous guidance for non-profit organizations on M&A
    1. Heavy reliance on business-combination accounting pronouncements
    2. Need to refer to several different FASB statements
  2. FASB Statement 164: Its purpose and provisions
    1. Goal of more uniform presentations
    2. Dec. 15, 2009 effective date
    3. Definitions of “merger” and “acquisition,” in non-profit context
    4. How to distinguish between merger and acquisition
      1. Key factor is when control is ceded
    5. Choosing an accounting method
      1. Carryover method for mergers
      2. Acquisition method for acquisitions
      3. How to identify the acquirer, determine the acquisition date
      4. Measuring assets, liabilities and non-controlling interests
    6. Recognizing goodwill
      1. The “predominantly supported” test for recognizing goodwill as of the acquisition date
    7. Necessary presentations in financial statements, and disclosures
      1. Reflecting combined entity’s assets, liabilities and net assets as of merger date
      2. Separate line for acquisitions in financial statements
      3. Required disclosures for mergers, acquisitions
  3. Practical impacts of Statement 164 in routine accounting for NPOs and advisors


The panel will help you prepare for these and other accounting aspects of non-profit activity in M&A:

  • Distinguishing between a merger, acquisition or other business combination—and choosing the proper accounting method accordingly.
  • Dealing with complex choices about recognizing and measuring assets, liabilities and non-controlling interests.
  • Making the right decisions about how and when to recognize goodwill.
  • Meeting requirements for presenting items in financial statements, and in disclosures consistent with FASB Statement 141R.


Colette Kamps
Colette Kamps

Senior Manager
Henry & Horne

She specializes in audits of non-profit organizations and closely held businesses.

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Jay R. Meglich, CPA
Jay R. Meglich, CPA

Schneider Downs

He chairs the firm's Non-Profit Services Group and provides audit, tax and consulting services to non-profit,...  |  Read More

Russell Coleman
Russell Coleman

Cherry Bekaert & Holland

He specializes in non-profit and government clients and helps develop the firm's internal procedures for compliance...  |  Read More

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