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CCCCPPPPAAAA R R RREEEEVVVVIIIEIEEEWWWW 11 332244 FFiinnaanncciiaall BBuussiinneessss RRAAeeuuggdduuiittlliiaannttggiioo &&nn AAccccoouunnttiinngg aanndd EEnnvviirroonnmmeenntt AAtttteessttaattiioonn &&RRee CCppoooonnrrcctteeiippnnttggss by bbbyyy Joseph R. Lanciano, CPA, ViVVniicnneccneetnn Wtt WW. L..a LLmaammbebbreesr,r ssM,, MMBABB,AA C,, PCCAPP AAa,n, d Michael F. Farrell, J.D. and Arthur E. Reed, MBA, MST, CPA, RDDiocohnnaaarllddd TDT.. e HHlgaaannussoodnnio,, ,MM MBBBAAA,, ,CC CPPPAAA,, . Paul Debole, J.D William A. Grubbs, MBA, CPA 1 Financial Accounting and Reporting by Vincent W. Lambers, MBA, CPA Donald T. Hanson, MBA, CPA William A. Grubbs, MBA, CPA Published by Copyright © 2012 by LearnForce Partners, LLC. All rights reserved. No part of this publication may be reproduced in any form without the written permission of the publisher. ACKNOWLEDGMENTS It would be impossible to write a CPA examination preparation book of any kind without the assistance of the American Institute of Certified Public Accountants, and their various operating divisions, in granting permission to use various materials. We respectfully acknowledge and thank those persons in the American Institute who promptly answered our inquiries. Those areas of the set for which we received permission to use copyrighted material from the American Institute are: CPA Examination Questions, Problems and Solutions Opinions of the Accounting Principles Board and The Financial Accounting Standards Board Statements on Auditing Standards The Code of Professional Ethics and Interpretations Thereof Vincent W. Lambers, CPA Donald T. Hanson, CPA William A. Grubbs, CPA North Andover, Massachusetts Chapter Subjects of Volume 1—FINANCIAL ACCOUNTING AND REPORTING Chapter One PARTNERSHIPS Chapter Two STOCKHOLDERS' EQUITY AND INVESTMENTS IN STOCK Chapter Three INVENTORIES Chapter Four CONSOLIDATED FINANCIAL STATEMENTS Chapter Five EARNINGS PER SHARE, SEGMENT REPORTING Chapter Six PRICE LEVEL—FOREIGN EXCHANGE Chapter Seven ACCOUNTING THEORY Chapter Eight STATEMENT OF CASH FLOWS (ASC 230), FINANCIAL STATEMENT ANALYSIS Chapter Nine BONDS, ACCOUNTING FOR DEBT Chapter Ten REVENUE AND EXPENSE RECOGNITION, MISCELLANEOUS ITEMS Chapter Eleven OTHER ASSETS, LIABILITIES, AND DISCLOSURES Chapter Twelve REPORTING THE RESULTS OF OPERATIONS Chapter Thirteen ACCOUNTING FOR INCOME TAXES Chapter Fourteen ACCOUNTING FOR LEASES, PENSION AND POSTRETIREMENT PLANS Chapter Fifteen GOVERNMENTAL ACCOUNTING Chapter Sixteen NOT-FOR-PROFIT ACCOUNTING Material from Uniform CPA Examination Questions and Unofficial Answers, copyright 1977 through 2010 by the American Institute of Certified Public Accountants, Inc., is reprinted (or adapted) with permission. Chapter One Partnerships DEFINED .......................................................................................................................................................... 1-1 AGREEMENTS ................................................................................................................................................ 1-1 DIVISION OF PROFITS .................................................................................................................................. 1-1 ADMISSION OF A PARTNER ........................................................................................................................ 1-1 PURCHASE OF AN INTEREST ...................................................................................................................... 1-1 Payment to an Existing Partner Payment to More Than One Partner INVESTMENT IN A PARTNERSHIP BY CONTRIBUTION TO THE FIRM'S CAPITAL ............................................................................................................................................. 1-3 No Goodwill or Bonus Goodwill Recognized to Old Partners Bonus Allowed to Old Partners Goodwill Allowed to New Partner Bonus Allowed to New Partner DIVISION OF PROFITS .................................................................................................................................. 1-4 Interest on Capital Partners' Salaries RETIREMENT OF A PARTNER ..................................................................................................................... 1-4 Goodwill Recorded Implied Bonus or Goodwill DISSOLUTION AND LIQUIDATION ............................................................................................................ 1-5 Causes of Dissolution Liquidation LIQUIDATION IN INSTALLMENTS ............................................................................................................. 1-6 CASH DISTRIBUTION PLANS ...................................................................................................................... 1-7 INCORPORATION OF A PARTNERSHIP ..................................................................................................... 1-9 BONUS COMPUTATIONS ............................................................................................................................. 1-9 IFRS…………………………………………………………………………………………………………….1-10 Chapter One Partnerships DEFINED "Association of two or more persons to carry on, as co-owners, a business for profit." AGREEMENTS Can be expressed (oral or written contract) or implied (actions). Should be in writing for protection of partners. The agreement governs the formation, operation, distribution of income or loss, and dissolution of the partnership. DIVISION OF PROFITS • Profits can be shared in any way agreeable to the partners. • If the agreement is silent, the law assumes that profits and losses will be shared equally. • Amount of capital contributed has no effect on profit division unless specified in the agreement. ADMISSION OF PARTNER • Admission or withdrawal of a partner generally dissolves the partnership and brings into being a new partnership. • New articles of partnership should be drawn up. • A new partner can purchase an interest or invest in the partnership. Care should be taken to distinguish between a purchase of an interest and the investment in a partnership. The difference is critical to the proper procedure to follow in partnership problems. 1. Purchase of interest. Example: A purchases interest of X in XYZ partnership or part of interest of XYZ in XYZ partnership. The amount A paid for his interest is outside the partnership and not recorded in the books. 2. Investment. Example: A invests $10,000 in XYZ partnership, thereby increasing the capital of the partnership. PURCHASE OF AN INTEREST 1. Payment to an existing partner No cash transaction is to be entered on the books in the purchase of an interest. X, Y, and Z have capitals of $10,000, $15,000 and $20,000 respectively. Z sells half of his capital interest to P for the sum of $12,000. Entry: Z, Capital $10,000 P, Capital $10,000 Transaction is between Z and P as to amount and Z has merely transferred one-half of his interest to P. 2. Payment to more than one partner Purchase at book value: P purchases a one-fourth interest for $11,250. Entry: X, Capital $2,500 (25% × $10,000) Y, Capital $3,750 (25% × $15,000) Z, Capital $5,000 (25% × $20,000) P, Capital $11,250 Purchase at more than book value: Where purchase is at more than book value, goodwill may or may not be recognized. 1-1 Example: P pays $15,000 for a one-fourth interest and XYZ share profits on a 4:3:3 basis. a. Goodwill not recognized. Transfer of capital same as above. The existing partners will divide the $15,000 cash on some agreed basis or as follows: X(40) Y(30) Z(30) Total For Capital $2,500 $3,750 $5,000 $11,250 Amount in Excess of Capital in P&L Ratio 1,500 1,125 1,125 3,750 $4,000 $4,875 $6,125 $15,000 b. Goodwill recognized. If P is willing to pay $15,000 for a one-fourth interest, the implied value of the partnership is $60,000 ($15,000 × 4). Goodwill must be placed on the books prior to the admission of P to bring total capital to $60,000. Goodwill $15,000 ($60,000 – $45,000 XYZ total capital) X, Capital $6,000 ($15,000 × 40%) Y, Capital 4,500 ($15,000 × 30%) Z, Capital 4,500 ($15,000 × 30%) To recognize goodwill and increase total capital to $60,000. (1) X, Capital $4,000 (2) Y, Capital 4,875 (3) Z, Capital 6,125 P, Capital $15,000 (1) $16,000 × 1/4 (2) $19,500 × 1/4 (3) $24,500 × 1/4 To record transfer of capital to P. Purchase at less than book value: P pays $10,000 for a one-fourth interest. a. No adjustment of the old partner's capital account. The same journal entry as in #2 above will be recorded since P will receive $11,250 in capital for $10,000. The existing partners will divide the $10,000 cash on some agreed basis or as follows: X(40) Y(30) Z(30) Total Capital $2,500 $3,750 $5,000 $11,250 Loss: $11,250 – 10,000 in P&L ratio (500) (375) (375) (1,250) Division of Cash $2,000 $3,375 $4,625 $10,000 b. Adjustment of old partner's capital account: In this situation the partners are giving recognition to the loss in value of their interest. Total capital is reduced to $40,000 implied value ($10,000 × 4), with the resulting asset write-down of $5,000. X(40) Y(30) Z(30) P Total Original Capitals $10,000 $15,000 $20,000 $45,000 Asset write-down $45,000 – $40,000 in P&L ratio (2,000) (1,500) (1,500) (5,000) 8,000 13,500 18,500 40,000 Capital transfers (2,000) (3,375) (4,625) 10,000 -- $ 6,000 $10,125 $13,875 $10,000 $40,000 1-2 INVESTMENT IN A PARTNERSHIP BY CONTRIBUTION TO THE FIRM'S CAPITAL Asset values may be adjusted before admission of any new partner(s). An investment may result in the following: • Recognition of either goodwill or bonus to the old partners. Goodwill is placed on the books before admission of a new partner. Bonus--part of the capital contributed is credited to the account of the old partners. • Recognition to the incoming partner in the form of either goodwill or bonus. 1. No goodwill or bonus. A and B have capitals of $10,000 and $20,000 respectively, share profits and losses equally, and C is to be admitted to the firm by making a contribution to the firm's capital. C is to invest $10,000. Entry: Cash $10,000 C, Capital $10,000 Note that C's profit sharing ratio is not determined by the amount of capital contributed, but must result from agreement with the original partners. 2. Goodwill recognized to old partners C is to invest $12,000 for a one-fourth interest. Analysis: Implied value is $48,000 (4 × $12,000). C's contribution plus A and B's capital equals $42,000; therefore, $6,000 in goodwill must be added to total capital. Entries: Goodwill $6,000 A, Capital $3,000 B, Capital 3,000 Cash 12,000 C, Capital $12,000 3. Bonus allowed to old partners C is to invest $18,000; capital of A and B plus C's contribution equals $48,000. Since C is contributing $18,000 but is to receive only a one-fourth interest of $12,000 (1/4 × $48,000), a bonus of $6,000 is given to A and B. Entry: Cash $18,000 A, Capital $ 3,000 B, Capital 3,000 C, Capital 12,000 Note that in bonus situations total capital equals the old capital plus the partner's contribution. 4. Goodwill allowed to new partner C is to invest $9,000 of miscellaneous business assets and agreed total capital is to be $40,000. Entry: Goodwill $1,000 ($40,000 – $30,000 – $9,000) Misc. Assets 9,000 C, Capital $10,000 (1/4 × 40,000) 5. Bonus allowed to new partner C is to invest $9,000; a bonus is allowed to C. Entry: Cash $9,000 A, Capital 375 B, Capital 375 C, Capital $9,750 (1/4 × 39,000) 1-3 DIVISION OF PROFITS Division of profits is governed by the partnership agreement. Profits may be divided: 1. Equally 2. On some other fractional basis 3. In capital ratio 4. On average capital ratio 5. By allowing interest on capitals and dividing remainder, and 6. By allowing salaries to the partners and dividing remaining profit. If the agreement makes no provision for the division of profit and losses, the law assumes they will be shared equally. 1. Interest on Capital • Partner cannot claim interest on capital unless provided for in the partnership agreement. • Interest on capital should not be included in income statement as an expense. • Interest paid on partners' loans may be treated as a financial expense. 2. Partners' Salaries: Treated as a division of profits. Allocation of partners' "salaries" may exceed partnership income and create a loss to be allocated to all partners according to the partnership agreement. Method of Distribution • Allocate salaries, interest first • Distribute remaining profit (loss) per agreement Example: A, B, and C agreed to the following distribution of profit: A B C Annual salary $10,000 $ 8,000 0 Interest on average capital 0 4% 10% Remainder 40% 40% 20% Average capital $50,000 $50,000 $200,000 Profit distribution under three different assumptions: A B C Total Interest allocation --0-- $ 2,000 $20,000 $22,000 Salary allowance $10,000 8,000 -0-- 18,000 $10,000 $10,000 $20,000 $40,000 1. Assume $50,000 profit Remainder ($50,000 – $40,000) 4,000 4,000 2,000 10,000 2. Assume $20,000 profit Remainder ($20,000 – $40,000) (8,000) (8,000) (4,000) (20,000) 3. Assume $10,000 loss Remainder (– $10,000 – $40,000) (20,000) (20,000) (10,000) (50,000) RETIREMENT OF A PARTNER Adjustment of asset values may be required to determine the fair equity of a retiring partner. This may be necessary to: a. Correct improper operating charges of prior periods (bad debts, accruals, depreciation and recognition of inventories). b. Give recognition to the existence of goodwill. c. Give recognition to changes in market values. 1-4 Problem: C is to retire from A, B, C partnership. A goodwill value of $6,000 has been agreed upon. 1. Goodwill recorded on the books for (1) all partners or (2) only the retiring partner. (1) Goodwill $6,000 A, Capital $2,000 B, Capital 2,000 C, Capital 2,000 (2) Goodwill $2,000 C, Capital $2,000 2. Implied bonus or goodwill Assume that A, B and C have capitals of $10,000 each and share profits equally. C is to retire and is to be paid $12,000 from partnership assets. The $2,000 excess of the payment to C over his capital may be recorded as a bonus or as goodwill. Bonus A, Capital $ 1,000 B, Capital 1,000 C, Capital 10,000 Cash $12,000 Goodwill: Goodwill $ 2,000 C, Capital $ 2,000 C, Capital 12,000 Cash 12,000 DISSOLUTION AND LIQUIDATION 1. Causes of Dissolution Dissolution occurs when the existing partnership arrangement is altered for some reason. Liquidation may follow dissolution but often outsiders would be unaware of the end of one partnership and the start of another. 2. Liquidation—Terminating the Affairs of a Business A. Procedure: (1) Realization of assets—convert assets into cash (2) Division of loss or gain on realization, by charges or credits to partner's capital (3) Payment of the liabilities (4) Payment of the partner's interest B. Order of distribution in liquidation (1) Outside creditors (a) Priority claims such as artisans, government, liquidation expenses. (b) Secured creditors to the extent covered by proceeds from sale of pledged assets. Excess claim treated as unsecured credit. (c) Unsecured credit to the extent covered by proceeds from sale of unpledged (or free) assets. (2) Partners for loan accounts (right of "offset" reserved, however) (3) Partners' capital As a practical matter partners' loans and capital are considered as one. Any known gain or loss should be distributed before any payments are made to partners. 1-5

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