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© Pearson Education, Inc. publishing as Prentice Hall15-1 Chapter 15: Partnerships – Formation, Operations, and Changes in Ownership Interests by Jeanne.

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Presentation on theme: "© Pearson Education, Inc. publishing as Prentice Hall15-1 Chapter 15: Partnerships – Formation, Operations, and Changes in Ownership Interests by Jeanne."— Presentation transcript:

1 © Pearson Education, Inc. publishing as Prentice Hall15-1 Chapter 15: Partnerships – Formation, Operations, and Changes in Ownership Interests by Jeanne M. David, Ph.D., Univ. of Detroit Mercy to accompany Advanced Accounting, 10 th edition by Floyd A. Beams, Robin P. Clement, Joseph H. Anthony, and Suzanne Lowensohn

2 © Pearson Education, Inc. publishing as Prentice Hall15-2 Partnerships: Objectives 1.Comprehend the legal characteristics of partnerships. 2.Understand initial investment valuation and record keeping. 3.Grasp the diverse nature of profit and loss sharing agreements and their computation. 4.Value a new partner's investment in an existing partnership.

3 © Pearson Education, Inc. publishing as Prentice Hall15-3 Objectives (cont.) 5.Value a partner's share upon retirement or death. 6.Understand limited liability partnership characteristics.

4 © Pearson Education, Inc. publishing as Prentice Hall15-4 1: Characteristics of Partnerships Partnerships – Formation, Operations, and Changes in Ownership Interests

5 © Pearson Education, Inc. publishing as Prentice Hall15-5 Partnerships RUPA "Revised Uniform Partnership Act" –Entity theory: partners own their share of the partnership, but not its individual assets –Dissociation: partners can dissociate without dissolution Partners have –Mutual agency –Unlimited liability

6 © Pearson Education, Inc. publishing as Prentice Hall15-6 Articles of Partnership 1.Products or services, line of business 2.Partner rights & responsibilities 3.Initial investment and value assigned to noncash investments 4.Additional investment conditions 5.Asset withdrawals 6.Profit and loss sharing 7.Dissolution procedures

7 © Pearson Education, Inc. publishing as Prentice Hall15-7 Partnership Reporting Financial reporting should provide for the needs of –Partners –Creditors of the partnership –IRS

8 © Pearson Education, Inc. publishing as Prentice Hall15-8 2: Initial Investment Partnerships – Formation, Operations, and Changes in Ownership Interests

9 © Pearson Education, Inc. publishing as Prentice Hall15-9 Initial Investment A partnership is started by Amy and Paul, each investing cash. If they invest other assets, the value of those assets should be agreed upon in advance. CashXXX Amy CapitalXXX CashXXX Paul CapitalXXX CashXXX EquipmentXXX LandXXX Paul CapitalXXX

10 © Pearson Education, Inc. publishing as Prentice Hall15-10 Initial Investment with Bonus or Goodwill Partner initial investments, at fair value, will not represent their ownership. –Individual talent –Business connections –Customer base Partners choose method –Bonus method Adjustment within the capital accounts –Goodwill method Goodwill is recorded on the books

11 © Pearson Education, Inc. publishing as Prentice Hall15-11 Initial Investment with Bonus Total fair value received is split, as desired, between partners Cola invests land and building worth $10 and $40. Crown invests cash and inventory at $7 and $35. Agree to have equal shares: ( ) / 2 = $46 each Cash7 Inventory35 Land10 Building40 Cola Capital46 Crown Capital46

12 © Pearson Education, Inc. publishing as Prentice Hall15-12 Initial Investment with Goodwill Cola's 50%(100) $50 He invests: Land$10 Building$40 $50 Crown's 50%(100) $50 He invests: Cash $7 Inventory $35 $42 Goodwill $8 If Cola and Crown agree to equal shares, use larger implied total value of firm. Cola's: ( ) / 50% = $100 Crown's: (7 + 35) / 50% = $84 Implied value of firm$100

13 © Pearson Education, Inc. publishing as Prentice Hall15-13 Initial Entry with Goodwill Land10 Building40 Cola Capital50 To record Cola's investment Cash7 Inventory35 Goodwill8 Crown Capital50 To record Crown's investment and goodwill

14 © Pearson Education, Inc. publishing as Prentice Hall15-14 Partner Accounts Each partner has his/her own accounts for –Capital –Drawings (periodic, salary-like, amounts) –Withdrawals (other, large, unusual amounts) Investments increase Capital Drawings and withdrawals are closed to Capital Income Summary or Revenue and Expense Summary is closed to Capital.

15 © Pearson Education, Inc. publishing as Prentice Hall15-15 Sample Partner Closing Entries Amy CapitalXXX Amy DrawingsXX Amy WithdrawalsXX Reduces Amy's capital for drawings and withdrawals Paul CapitalXXX Paul DrawingsXXX Income SummaryProfit Amy CapitalXXX Paul CapitalXXX To share profits between Amy and Paul Drawings / withdrawals are closed to individual capital accounts. Income is shared between the partners. A loss would cause the entry to be reversed. It is possible for some partners to have losses while other have profits.

16 © Pearson Education, Inc. publishing as Prentice Hall15-16 Statement of Partners' Capital Beginning capital + investments – drawings and/or withdrawals + income or – loss = ending capital

17 © Pearson Education, Inc. publishing as Prentice Hall : Sharing Profit and Loss Partnerships – Formation, Operations, and Changes in Ownership Interests

18 © Pearson Education, Inc. publishing as Prentice Hall15-18 Profit/ Loss Sharing Agreements The partnership articles should clearly state the means of distributing profits and distributing losses. Items commonly considered –Bonus allowance –Salary allowance –Interest allowance on capital invested Based on average, beginning or ending capital balance –Sharing of remaining amounts

19 © Pearson Education, Inc. publishing as Prentice Hall15-19 Bonus and Salary Allowances Bonus allowances are often based on partnership profits and may be before or after: (a) salary allowances and (b) bonus. If the bonus is after both: Bonus = b% x (NI – Salary Allow – Bonus) Salary allowances are generally pre-determined amounts

20 © Pearson Education, Inc. publishing as Prentice Hall15-20 Interest Allowances and Capital Interest Allowances are generally based on a measure of the partner's capital –Beginning of the year capital balance –Average* capital balance for the year Weighted average balance –Ending* capital balance Beginning balance – withdrawals + investments * Periodic drawings are often ignored, although withdrawals are considered

21 © Pearson Education, Inc. publishing as Prentice Hall15-21 Allocating Income Partner's allowances for bonus, salary and interest are allocated to them, whether or not sufficient profits exist. Remaining profits (or deficit) is then split according to the agreed-upon proportions. These are general procedures. The partnership articles provide the specific requirements.

22 © Pearson Education, Inc. publishing as Prentice Hall15-22 Example: Sharing Profits Tom and Betty agree to share profits and losses: Tom and Betty have $60 and $30 salary allowances Betty has a bonus of 50% of profits in excess of $500 Each have interest allowances of 10% of beginning capital –Tom Capital, 1/1 $400 –Betty Capital, 1/1 $350 Remaining profits or losses are shared Tom 60%, Betty 40%. Partnership profits are $660 for the year.

23 © Pearson Education, Inc. publishing as Prentice Hall15-23 Share Profits of $660 Bonus = 50%( ) = 80 Tom Interest = 10%(400) = 40 Betty Interest = 10%(350) = 35 60%(415) = 249; 40%(415) = 166 TotalTomBetty Net income$660 Salary allowance(90)$60$30 Bonus allowance(80)080 Interest allowance(75)4035 Subtotal$415 Split 60:40(415) Allocated net income$0$349$311

24 © Pearson Education, Inc. publishing as Prentice Hall15-24 Share Profits of $180 Assume instead that income was only $180. Bonus = zero, income does not exceed threshold Tom Interest = 10%(400) = 40 Betty Interest = 10%(350) = 35 60%(-45) = -27; 40%(-45) = -18 TotalTomBetty Net income$120 Salary allowance(90)$60$30 Bonus allowance000 Interest allowance(75)4035 Subtotal, deficit($45) Split 60:4045(27)(18) Allocated net income$0$73$47

25 © Pearson Education, Inc. publishing as Prentice Hall : Admitting a New Partner Partnerships – Formation, Operations, and Changes in Ownership Interests

26 © Pearson Education, Inc. publishing as Prentice Hall15-26 Admitting a New Partner 1.A current partner assigns interest to new partner. 2.New partner purchases interest from existing partner. Goodwill method Bonus method 3.New partner invests directly in partnership. Goodwill method Bonus method

27 © Pearson Education, Inc. publishing as Prentice Hall15-27 Assignment Assignment gives the assignee right to a share of future earnings and share of assets in liquidation –Not a partner –No share in management Old Partner CapitalXXX Assignee Capital XXX

28 © Pearson Education, Inc. publishing as Prentice Hall15-28 Buy from Partner: Simple Alfano and Bailey have capital balances of $50 each and each have a 50% interest in the firm. Cobb buys half of Alfano's interest for $25. Before After CapitalShare CapitalShare Alfano$5050% $2525% Bailey5050% 5050% Cobb 2525% Total$100 Alfano Capital25 Cobb Capital 25

29 © Pearson Education, Inc. publishing as Prentice Hall15-29 Buy from Partner: Goodwill Don and Ed have capital of $50 and $40 with each 50% interest. Fay will pay $60 directly to the partners and receive 50% interest in the firm. Don and Ed each keep 25%. Assets are at fair value. The goodwill increases Don & Ed's capital each by $15. Implied value of firm, $60/ Old capital, $ Goodwill30

30 © Pearson Education, Inc. publishing as Prentice Hall15-30 Goodwill Revalues Capital Presumably, Fay paid $35 to Don and $25 to Ed. If the partners had not wanted to realign the capital, the capital of Don and Ed would each be reduced by $30 to transfer the $60 to Fay. BeforeRevaluation After revaluationTransferFinal Don$50$15$65($35)$30 Ed401555(25)30 Fay 60 Total$90$120

31 © Pearson Education, Inc. publishing as Prentice Hall15-31 Buy from Partner: Bonus If Don and Ed had decided not to revalue the assets or record goodwill, the bonus method is used. Fay's capital is 50%(90) = $45. Don and Ed Capital accounts are adjusted to their new balances 25%(90) = $22.5 BeforeTransferFinal Don$50($27.5)$22.5 Ed40(17.5)22.5 Fay 45.0 Total$90$90.0

32 © Pearson Education, Inc. publishing as Prentice Hall15-32 Entries for Purchase from Partner Entries for Fay's admission, under goodwill and bonus methods: Goodwill30 Don Capital15 Ed Capital15 Don Capital35 Ed Capital25 Fay Capital 60 Goodwill method, aligning capital accounts Don Capital27.5 Ed Capital17.5 Fay Capital 45 Bonus method, aligning capital accounts

33 © Pearson Education, Inc. publishing as Prentice Hall15-33 Invest in Business: Goodwill Andrew and Boyles have capital balances of $40 and $40 and share equally in the firm. Criner will be admitted with an investment of $50 cash. All three will have equal shares. Net assets are at fair value; goodwill will be recorded. Implied value of firm, $50/(1/3) $150 Old capital, $ $80 Additional investment50130 Goodwill $20 Criner: $130*1/3 = $43.3, but he pays $50 … so goodwill goes to old partners. Implied firm value is based on Criner's investment.

34 © Pearson Education, Inc. publishing as Prentice Hall15-34 Investment and Goodwill Add to Capital (Goodwill to Old Partners) Capital of $80 at the start, increases by the $20 goodwill and the $50 cash investment. Before Revalu- ation After re- valuationInvestmentFinal Andrew$40$10$50 Boyles Criner $5050 Total$80$100$150

35 © Pearson Education, Inc. publishing as Prentice Hall15-35 Invest in Business: Goodwill Andrew and Boyles have capital balances of $40 and $40 and share equally in the firm. Criner will be admitted with an investment of $50 cash. Criner will be given a 40% share; Andrew and Boyles will each have 30%. Net assets are at fair value; goodwill will be recorded. Implied value of firm, $80/(.60) $133.3 Old capital, $ $80 Additional investment Goodwill $3.3 Criner: $130*40% = $52, but he pays $50 … so goodwill goes to new partner. Implied firm value is based on old partners' capital and retained interest.

36 © Pearson Education, Inc. publishing as Prentice Hall15-36 Investment and Goodwill Add to Capital (Goodwill to New Partner) Capital of $80 at the start, increases by the $3.3 goodwill and the $50 cash investment. Before Revalu- ation After re- valuationInvestmentFinal Andrew$40 $40.0 Boyles Criner $ $ Total$80$83.3$133.3

37 © Pearson Education, Inc. publishing as Prentice Hall15-37 Invest in Business: Bonus Andrew and Boyles decide not to revalue the business assets, and Criner invests $50 cash in the business for a 1/3 interest. Criner's new capital = 1/3 of the total $130. Since he invests on $50 cash for a $52 interest, the $2 bonus is transferred from the old partners. BeforeInvestmentBonusFinal Andrew$50($1)$49 Boyles40(1)39 Criner $ Total$90$130

38 © Pearson Education, Inc. publishing as Prentice Hall15-38 Entries for Investment in Business Entries for Criner's investment, under goodwill and bonus methods: Goodwill20 Andrew Capital10 Boyles Capital10 Cash60 Criner Capital 60 Goodwill method, goodwill to old partners Cash50 Andrew Capital1 Boyles Capital1 Criner Capital52 Bonus method, bonus to new partner

39 © Pearson Education, Inc. publishing as Prentice Hall : Death or Retirement of a Partner Partnerships – Formation, Operations, and Changes in Ownership Interests

40 © Pearson Education, Inc. publishing as Prentice Hall15-40 Dissociation Firm value, according to RUPA, is the greater of –Liquidation value –Sales value as a going concern without the dissociated partner Payment to exiting partner is –Equal to existing capital –More than existing capital Implied goodwill or bonus to exiting partner –Less than existing capital Write down overvalued assets, or bonus to remaining partners

41 © Pearson Education, Inc. publishing as Prentice Hall : Limited Liability Partnership Partnerships – Formation, Operations, and Changes in Ownership Interests

42 © Pearson Education, Inc. publishing as Prentice Hall15-42 Limited Partnerships Limited partnerships must have one or more general partners Limited partner –Excluded from participating in management –Limited liability –Partnership agreement In writing, signed and filed

43 © Pearson Education, Inc. publishing as Prentice Hall15-43 Copyright © 2009 Pearson Education, Inc. Publishing as Prentice Hall All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the publisher. Printed in the United States of America.


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