ACCTG 028: ACCOUNTING FOR SPECIAL TRANSACTIONS Instructor: Rafael R. Veloso III, CPA, MBA 3rd Year BSA Notes Module 1: Partnership Accounting Partnership Partnerships are a popular form of business because they are easy to form and because they allow several individuals to combine their talents and skills in a particular business venture. In addition, partnerships provide a means of obtaining more capital than a single individual can obtain and allow the sharing of risks for rapidly growing businesses. Partnerships are particularly common in the service professions, especially law, medicine and accounting. Partner's Ledger Accounts In a partnership, although it is possible to operate with one equity account for each partner, it is desirable that the following partner's accounts be maintained: 1) Capital accounts 2) Drawing or personal accounts 3) Account for loans to or from partners A partner's equity is increased by the additional investment of cash or other property and by a share in the partnership profit. A partner's equity is decreased by the withdrawal of cash or other assets and by a share in the partnership loss. Normally, increases or decreases in capital that are interpreted as permanent capital changes are recorded directly in the capital account. Withdrawals, which are considered equivalent to salaries, made by the partner in anticipation of profits and other increases or decreases of relatively minor amounts are recorded in the drawing account. At the end of the accounting period, the debit and credit balances in the drawing account are then closed to the respective partner's capital account. Also, during this period, the profit or loss as shown by the Income Summary account is distributed in accordance with the profit and loss sharing agreement, The share of each partner in the profit or loss is recorded in their respective capital account. Individual partner's capital and drawing balances are combined to reporting each partner's interest in the statement of financial position. The Capital account is credited for: a) Original Investment b) Additional Investment c) Partner's share in the profits The Capital account is debited for: a) Permanent withdrawal of capital b) Debit balance of the drawing account at the end of the period c) Partner's share in the losses Capital and Drawing Accounts The original investment of each partner is recorded by debiting the fair value of the assets invested, crediting the liabilities assumed by the firm and crediting the partner's capital account for the net assets contributed. Subsequent to the original investments, transactions between the partnership and the partners will result to changes in the respective partner's ownership interest. These changes are summarized in the respective partner's capital and drawing accounts. The Drawing account is credited for: a) Partnership obligations assumed or paid by the partner b) Personal funds or claims of partner collected and retained by the partnership c) Periodic partner's salaries depending on the accounting and disbursement procedures agreed upon. The Drawing account is debited for: a) Withdrawal of assets by the partners in anticipation of net income b) Partner's personal indebtedness paid or assumed by the partnership c) Funds or claims of partnership collected and retained by the partner Loan to and Loan from partners A withdrawal by a partner of a substantial amount with the assumption of its repayment to the firm may be debited to a Receivable from partner account rather than to the partner's drawing account. On the other hand, an advance to the partnership by a partner with the assumption of its ultimate repayment by the partnership is viewed as a loan rather than as an increase in the capital account. This type of transaction is credited to the Loan's payable or Notes payable if the loan is evidence by a note duly signed in the name of the partnership. FORMATION Accounting for the Formation of a Partnership 1. Formation of a partnership for the first time 2. Conversion of a sole proprietorship to a partnership a. A sole proprietor allows an individual, who has no business of his own to join his business. b. Two or more sole proprietors form a partnership. 3. Admission of a new partner Partnership formation for the First Time Cash Investments - initial cash investments in a partnership are recorded in the capital accounts maintained for each partner. For example Aldous and Baxia each invests P100,000 cash in a new partnership. The entry to record the investments would be: Debit 200,000 OPERATION Accounting for Partnership Operations Net income is computed in the usual manner that is matching revenues and expenses then credited to the individual capital accounts. However, the treatment becomes more complex because of the differences in capital contributions, abilities and talents of individual partners, and in time spent on partnership duties by the individual partners, Division of Profits and Losses A partnership maybe formed in several ways namely: Account Cash Aldous, capital Baxia, capital To record impairment loss. Non-cash investments – when property other than cash is invested in a partnership, the non-cash property is recorded at the current fair value of the property at the time of the investment. The fair value on non-cash asset is determined by agreement of the partners. The amounts involved should be specified in the written partnership agreement. Credit 100,000 100,000 The partnership law provides that profits and losses of the partnership are to be divided in accordance with the partners agreement. If no agreement is made between and among the partners, profits and losses are to be divided according to their original capital contributions. Should the partners agree to divide the profits only, losses, if any are to be divided in the same manner as that of dividing profits. However, should the partners agree to divide losses only, profits, if any shall be divided by the partners according to capital contributions. The ratio in which the partnership profits and losses are divided is known as the profit and loss ratio. The many possible methods of dividing net income or loss among partners can be summarized as follows: 1. Equally 2. In an unequal or arbitrary ratio 3. In the ratio of partners capital account balances on a particular date, or in the ratio of average capital account balances during the year. 4. Allowing interest on partners' capital account balances and dividing the remaining net income or loss in a specified ratio. 5. Allowing salaries to partners and dividing the remaining net income or loss in a specified ratio 6. Bonus to managing partner based on net income. DISSOLUTION/CHANGES IN OWNERSHIP INTEREST Partnership Dissolution/Changes in Ownership Interest A partnership rests upon a contractual foundation, therefore, the life span of a partnership may be somewhat uncertain since it depends on the moods and relationships of the partners. Any circumstances which cause the technical termination of a partnership may lead to the the partnership's permanent dissolution and liquidation, if the partners so agree, Dissolution and liquidation in relation to the partnership are not synonymous. A partnership is said to be dissolved when the original association for the purposes of carrying on activities has ended. A partnership is said to be liquidated when the business is terminated. Thus, a partnership may be dissolved without being liquidated. While dissolution may result to liquidation of a partnership, liquidation always results to dissolution. Partnership dissolution due to changes in ownership interests occurs for variety of reasons. These can be summarized as follows: 1. Admission of a partner 2. Retirement of a partner 3. Death of a partner 4. Incorporation of a partnership In most cases, when a change in ownership occurs, the market values of individual partnership assets and liabilities are different from their book values. These differences can be accounted for by recording them on the partnership books either by adjusting the assets and liabilities - in may cases, by adjusting the partners' capital accounts. ADMISSION OF A NEW PARTNER An existing partnership may admit a new partner with the consent of all the partners. When a new partner is admitted, the partnership is dissolved, and a new partnership is formed. Upon the admission of a new partner, a new agreement covering partners' interests, profit and loss sharing and other consideration should be drawn because the dissolution of the original partnership cancel the original agreement. The admission of a new partner may occur in either of two ways, namely: 1. Purchase of all or part of the interest of one or more of the existing partners. 2. Investment of assets in the partnership by the incoming partner. BY PURCHASE OF INTEREST Purchase of Interest from One or More Partners One or more partners may sell their portion of the business to an outside party. This type of transaction is common in operations that rely primarily on monetary capital rather than on the business expertise of the partners. The partner in making the transfer of ownership can actually convey the following rights: 1. The right of co-ownership in the business property. This right justifies the partnership drawings from the business as well as the settlement paid at liquidation or at the time of partners' withdrawal. 2. The right to share in profits and losses. 3. The right to participate in the management of the business. When an incoming partner purchases a portion or all of the interests of one or more of the original partners, the partnership assets remain unchanged and no cash or other assets flow from the new partner to the partnership. This transaction is recorded by opening a capital account for the new partner and decreasing the capital accounts of the selling partners by the same amount. The cash paid by the buyer is not recorded in the books of the partnership for this is a personal transaction between the selling partners and the buyer. The gain or loss arising from the sale of interest is not to be recorded in the partnership books. BY INVESTMENT New partner invests in partnership A new partner may acquire interest in the partnership by investing in the business. In this case, the partnership receives the cash or other assets, thereby increasing its total assets as well as the total capital. This method of admission is a transaction between the partnership and the incoming partner. Three cases may exist when a new partner invests in partnership: Case 1: The new partner's investment (contributed capital) equals the new partner's proportion of the partnership's book value (agreed value) Case 2: The new partner's investment is more than the new partner's agreed capital. This indicates that the partnership's prior net assets are undervalued on the books. Case 3: The new partner's investment is less than the new partner's agreed capital. This suggests that the partnership's prior net assets are overvalued on its books. The following steps/procedures may be used in determining how to account for the admission of a new partner: 1. Compute the new partner's proportion of the partnership's book value (agreed capital) as follows: Prior capital of old partners Investment of the new partner x capital to new partner Agreed capital xx xx % xx Revalue net assets down to fair value and allocate to old partners. Assign bonus to new partner 3. Determine the specific admission method. WITHDRAWAL, RETIREMENT OR DEATH OF A NEW PARTNER When a partner retires or withdraws from the partnership, the partnership is dissolved but the remaining partners may continue operating the business. The existing partners may buy out the retiring partner either by making a direct acquisition or by having the partnership acquire the retiring partner's interest. If the present partner directly acquire the retiring partner's interest, the only entry on the partnership's books is to record the transfer of capital from the retiring partner to the remaining partner. If the partnership acquires the interest of the retiring partner, the partnership must pay the retiring partner an amount equal to his interest, more than his interest or less than his interest. The interest of the retiring partner is usually measured by his capital balance, increased or decreased by his share in the following adjustment: 1. Profit or loss from the partnership operations from the last closing date to the date of his/her retirement. 2. Changes in the valuation of all assets and liabilities (book values to fair values) Death of a partner 2. Compare the new partner's contributed capital with his or her agreed capital to determine the procedures to be followed in accounting for his or her admission. Case 1: Investment = Agreed Capital No revaluation or bonus Case 2: Investment cost > Agreed Capital Revalue net assets up to fair value and allocate to old partners. Allocate bonus to old partners. Case 3: Investment cost < Agreed Capital In the event of the death of a partner, the estate of the deceased partner is entitled to receive the amount of his interest in the partnership at the date of his death, The deceased partner's capital is adjusted using his profit and loss share percentage for changes in asset values arising from revaluation of assets and for the profit from the date the books were last closed. The balance of his capital account after considering the necessary adjustments should be transferred to a liability account pending settlement. INCORPORATION OF A PARTNERSHIP When a partnership is converted into a corporation, the corporation takes over the assets and assume the liabilities of the partnership in exchange for shares of stocks. The stocks received by the partnership are distributed in settlement of their interest. The partners now become stockholders of the newly formed corporation. The accounting procedures in recording the incorporation of the partnership will depend on whether the original books of the partnership will be continued by the corporation or new books will be opened. Partnership Books Retained – if the partnership book are retained, the steps to be taken are as follows: 1. Revalue the assets. 2. Close the partner's capital accounts to the corporate capital accounts. New Books Opened for the Corporation – if new books are to be opened, the old partnership books must be closed. The accounting procedures may be outlined as follows: In the books of the partnership: 1. Revalue the assets (and any other items agreed on) in accordance with the agreed transfer values. 2. Record the transfer of assets and liabilities to the corporation and the receipt of capital stocks by the partnership. 3. Record the distribution of stocks to the partners in settlement of the balances of their capital accounts. LIQUIDATION The basic objectives of a partnership during the liquidation process are to convert the partnership assets to cash (called realization of assets), to pay off partnership obligations and to distribute cash and any unrealized assets to the individual partners. The purpose of accounting during this period is to have an equitable distribution of partnership cash to creditors and partners. Hence, it is no longer income determination that is the focus of accounting but rather, the computation of gains or losses on realization of assets which are to be subsequently allocated among the partners, the payment of liabilities in accordance with law and the final distribution of cash to partners. There are certain rules that should be followed in the liquidation of the partnership namely: 1. Always allocate and close gains or losses to the partners' capital accounts prior to distribution any cash to partners. 2. When the business is liquidated, the partner is entitled to an amount depending upon his capital contribution, his drawing, his share in the net income or loss from operations before liquidation, gains and losses on realization and the balance of his loan account, if any. Each partner will receive in the final settlement the amount of his equity in the business, The amount of a partner's equity is increased by the positive factors such as investment of capital and share in the profits. It is decreased by the negative factors such as withdrawals and share in the losses. If the negative factors are greater than positive factors, the partners will have a deficiency (debit balance) and he must pay the partnership the amount of such deficiency, Failure to do so would mean that his fellow partners would bear more than their contractual share in losses and they will consequently receive less than their equities in the business. As a general rule, the cash should be distributed as follows: 1. First, to outside creditors 2. Second, to partners for loan accounts. 3. Third, to partners for capital accounts. A debit balance in the partner's capital account may be caused by losses incurred in the realization of assets or by prorata absorption of an uncollectible deficit of a partner whose combined capital and loan accounts is not enough to absorb the partner's share of total losses. Methods of Partnership Liquidation When a partnership is to be liquidated by the sale of assets, the following methods may be used: 1. Lump-Sum Liquidation, otherwise called Total Liquidation or Single Distribution. 2. Installment Liquidation, otherwise called Installment Distribution. LUMP-SUM METHOD A lump-sum liquidation of a partnership is one in which all the assets are converted into cash within a very short time, outside creditors are paid, and single lump-sum payment is made to the partners for their total interests. Realization of Assets Typically, a partnership will experience losses on the sale of its assets. A partnership may have a "Going Out of Business" sale in which its inventory is marked down well below normal selling price to encourage immediate sale. The partnership's fixed assets may also be offered at a reduced price. The accounts receivable are actually collected by the partnership. Sometimes the partnership offers a large cash discount for prompt payment of any remaining receivables whose collection may otherwise delay the termination of the partnership. Alternatively, the receivables may be sold to a factor. A factor is a business that specializes in acquiring accounts receivables and immediately paying cash to the seller of the receivables. The partnership records the sale of the receivables, as it would any other asset. Before any distribution may be made to the partners, either liabilities to outside creditors must be paid in full or the necessary funds may be placed in an escrow account. The escrow agent, usually a bank, uses the funds only for payment of the partnership liabilities. Expenses of Liquidation During the liquidation process, expenses are usually incurred, such as legal and accounting expenses and advertising cost of selling the assets. These expenses are allocated to partners' capital accounts in their profit and loss ratio. Liquidation Procedures. The following procedure may be used in lumpsum liquidation. 1. Realization of assets and distribution of gain or loss on realization among the partners based on the profit and loss ratio. 2. Payment of expenses 3. Payment of liabilities 4. Elimination of partner's capital deficiencies. If after the distribution of loss on realization, a partner incurs a capital deficiency (i.e. partner's share of realization loss exceeds his capital credit) this deficiency must be eliminated by using one of the following methods, in order of priority. a. If the deficient partner has a loan balance, exercise the right of offset, b. If the deficient partner is solvent, make him invest cash to eliminate his deficiency. c. If the deficient partner is insolvent, let the other partners absorb his deficiency 5. Payment to partners (in order of priority) a. Loan accounts b. Capital accounts INSTALLMENT METHOD Installment Liquidation Involves the selling of some assets, paying liabilities of the partnership, dividing the available cash to the partners, selling additional assets and making further payments to partners. This process continues until all the assets have been sold and all cash has been distributed to the creditors and to partners. Procedures for Liquidation by Installment The following are the accounting procedures that may be followed in liquidating a partnership by installments. 1. Record the realization of assets and distribute the realized gains or losses among the partners using profit and loss ratio. 2. Pay liquidation expense and unrecorded liabilities, if there are any and distribute these among the partners using the profit and loss ratio. 3. Pay the liabilities to outsiders. 6. 4, Distribute cash to partners after possible future losses have been apportioned to partners or in accordance with a cash distribution program. *Eliminate any capital deficiency only before final payments to partners. Periodic Computation of Safe Payments to partners The Statement of partnership liquidation is usually supported by a schedule of safe installment payments to partners, simply called Schedule of Safe Payments, prepared periodically. According to the schedule, each installment of cash is distributed as if no more cash is forthcoming, either from sale of assets or from collection of deficiencies from partners. Cash is therefore, distributed to a partner only if he has an excess credit balance in his partnership interest (i.e. capital account or capital and loan account combined) after absorption of his share of the maximum possible loss that may occur. The possible loss (hypothetical loss) consists of the following: 1. Total value of remaining non-cash assets. These assets are assumed unrealizable (they cannot be sold), hence, they are considered loss chargeable to the partners. 2. Cash withheld to pay for anticipated liquidation expenses and unrecorded liabilities that may arise. The said expenses and liabilities represent possible loss to the partners because upon their payment, the amount paid is to be correspondingly absorbed by the partners. Additional loss may also accrue to the partners when a debit balance in any of the capital accounts results from the foregoing allocations of possible loss. The deficiency of any of the partners is absorbed by the other partners as additional possible loss to them because he is presumed unable to pay anything to the firm. Cash Withheld The cash set aside in a separate fund is not a factor in computing possible loss. It is the cash set aside to insure payments of potential liquidation expenses, which may be incurred and unrecorded liabilities may be discovered. This cash withheld is added to the total remaining non-cash assets to obtain the maximum possible loss needed in the computation of safe installment payment. Also cash available for distribution to the partners for the period is net of the cash withheld. Unrecorded liabilities are obligations which are discovered or incurred during the liquidation. These are allocable to the partners according to their profit and loss sharing agreement. SUMMARY Capital interest vs. Profit and Loss Interest Capital Interest is a claim against the net assets of the partnership as shown by the balance in the partner’s capital account, while Interest in Profit or Loss determines how the partner’s capital interest will increase or decrease as a result of subsequent operations. Assignment of an interest to a Third Party A. Revaluation Approach The use of fair values provides an equitable measure of each partner’s capital interest in the partnership. Basis of valuation is fair value Results in a marked departure from the historical principle B. Absence of Revaluation This approach would retain the historical cost/changing value (BOOK VALUE APPROACH). Admission of a New Partner 1. Admission by Purchase Interest Case 1: Purchase of interest for one partner Account A, Capital B, Capital Debit xx Credit xx Case 2: Purchase of interest from all partners Assumption 1 Purchase at Book Value 2. Admission by Investment Assumption 2 Purchase at more than Book Value Alternative 1: BOOK VALUE APPROACH Amount paid Less: BV of interest acquires Excess TCC = TAC TCC > TAC xx (xx) xx TCC TAC Alternative 2: REVALUATION APPROACH Account Goodwill A, Capital B, Capital Debit xx Account A, Capital (old+goodwill*interest acquires) B, Capital (old+goodwill*interest acquires) F, Capital Credit xx xx Amount paid Less: BV of interest acquires Excess / Interest Acquired Revaluation of Asset Upward CC = AC CC > AC CC < AC No Adjustment Overstatement of the asset or diminution in partner’s capital Unrecorded net assets or the required additional investment in the partner’s capital Not transfer of capital Capital transfer or bonus to old partners Additional Capital credit (either bonus or goodwill) from old partners TOTAL AGREED CAPITAL LESS: TOTAL CONTRIBUTED CAPITAL DIFFERENCE xx (xx) xx xx xx Debit xx Any gain or loss are recognized on sales subsequent to recording the admission will be allocated on the basis of the new profit and loss ratio. xx (xx) xx In bonus, if there’s a revaluation of assets, they cannot recognized. But if revaluation method is used, they affected the partner’s capital account. Credit In the absence of approach to be used, bonus approach should applied. Incorporation of a Partnership xx Partnership books are retained xx Assumption 3: Purchase at less than Book Value In Book Value approach, same format but it is a loss, while, in Revaluation approach, same format but it is downward. Prefer Book Value if Profit and Loss interest > capital interest, otherwise, use revaluation approach. 1. Change in assets and liability values in the partner’s interest prior to corporation 2. The change in the form of proprietorship. A revaluation account may be debited to losses and credited with gains from revaluation, and the balance may subsequently be closed into the capital accounts in the Profit and Loss Ratio. New books for the corporation 1. In accounting record of partnership 2. Prepare J.E. for revaluation of assets, including recognition of goodwill. 3. Record any cash withdrawal necessary to adjust parties capital account balances to round amounts 4. Record the transfer of assets and liabilities to the corporation, the receipt of the corporation’s common stock by partnership, and the distribution of the common stock to the partners in settlement of the balances of their capital accounts. In the accounting records of the corporation 1. Record the acquisition of assets and liabilities from the partnership at current fair values. 2. Record the issuance of common stock at current fair value in payment of the obligation to the partnership. Partnership Liquidation The phase of partnership operations which begins after dissolution and ends with the termination of a partnership activities referred to as "winding up the affairs." Basic Procedures in Liquidation Procedures for minimizing inequities among partners. 1. Sharing Gains and Losses. When a partnership is liquidated, the books should be adjusted and have closed the net profit or loss for the period in the manner they have agreed in the partnership agreement. 2. Advance planning when the partnership is formed. 3. Rules on setoff – Partnership Loans (Receivable) to the partners 4. Rules on set off – Partner (Payable) loans to the partnership— depends upon the situation. Legal doctrine of setoff – whereby a deficit balance in partner’s capital account may be set off against any balance existing in his/her loan account. 5. Liquidation expenses. Certain cost incurred during the liquidation process should be treated as a reduction of the proceeds from the sale of non-cash asset. Other liquidation costs should be treated as expenses. 6. Marshalling of assets. This doctrine is applied when the partnership and/or one or more of the partners are insolvent. 7. Distribution of cash or other assets to partners. Lump-sum Liquidation Is one in which all assets are converted into cash within a very short time, creditors are paid, and a single, lump-sum payment is made the partner’s for their capital interest. 1. Realization and distribution of gain or loss to all partners on the basis of profit and loss ratio. 2. Payment of liquidation expenses, if any. 3. Payment of liabilities to third parties. 4. Elimination of capital deficiencies. 5. Payment to partners(in order) a. loan accounts b. capital accounts Installment Liquidation Is a process of realizing some assets, paying creditors, paying the remaining available cash to partners, realizing additional assets, and making additional cash payment to partners. A. Schedule of Safe Payments A.1. Assume total loss on all remaining non-cash assets. Provide all possible losses, including potential liquidation cost and unrecorded liabilities. Possible Loss = amount of unrealized non-cash assets + amount of cash withheld (i.e. unrecorded unpaid expenses, and anticipated liquidation expenses) A.2. Assume that partners with a potential capital deficit will be unable to pay anything to the partnership (assume to be personally insolvent) Hypothetical or assumed deficit balance is allocated to the partners who have credit balances using profit and loss ratio. This portion is the maximum potential loss on non-cash assets. Any capital deficiencies that may result in other partners as a result of a maximum loss on non-cash assets. Schedule of Safe Payments is effective method of computing the amount of safe payments to partners and preventing excessive payments on any partners. It is inefficient, if numerous installment distributions are made to partners. It is deficient as a planning device because it does provide information, but it can be overcome by preparing cash distribution plan at the start of the liquidation process. B. Cash Priority Program 1. Ranking the Partners 2. Total interest (equity) account = balance of the capital account + loan receivable (-)/loan payable (+) to the partner 3. Loss Absorption Power/Abilities/Potential/Maximum Loss Absorbable= Total interest account/Profit and Loss assigned ratio Vulnerability Rankings – lowest absorption abilities is the most vulnerable to partnership losses. Limitation of Cash Priority Program 1. The program is operable only after outside creditors have been paid in full. 2. Reflects only the order in which cash distribution to partners will be made if cash is available to distribute 3. The sequence of distribution of cash in the program coincides with the sequence that would result if cash were distributed using the schedule of safe payments Module 2: Corporate Liquidation Corporations get into financial difficulty for a large variety of reasons. A company may suffer from continued losses from operations, overextended credit to customers, poor management or working capital, failure to react changes in economic conditions, inadequate financing and a host of other reasons for not sustaining a viable economic position. Insolvency A debtor corporation is considered insolvent when it is unable to pay its debts as they come due. In the legal sense, a business enterprise is insolvent when, its financial condition is such that the sum of all its debt is greater than all of its assets at fair valuation. Thus, a corporation remains solvent as long as the fair value of its assets exceeds its liabilities, even if it cannot meet its current obligation because of an insufficiency of liquid resources. Debtor Corporations that are insolvent has a large number of alternatives, such as liquidation, reorganization or debt restructuring. Corporate Liquidation This process can be initiated by the company by filing a voluntary petition with the Securities and Exchange Commission (SEC). The corporation is given three years from the date of approval within which to wind up its affairs. The Securities and Exchange Commission may appoint a receiver or a trustee following the filing of a petition for liquidation or bankruptcy. The duties of the receiver in a liquidation focuses on the realization of assets and the payment of liabilities rather than on the preservation and continuation of the business. In the course of the liquidation, the receiver may continue business activity if that is in the interest of an orderly liquidation. Financial Report Corporation in liquidation usually prepares two classes of financial reports. First, which is the initial report shows the available asset values and debts of the debtor corporation. This report is known as the Statement of Affairs. The second, is the periodic report of the receiver known as the Statement of Realization and Liquidation, this shows how the receiver managed the assets of the debtor corporation on behalf of the creditors. STATEMENT OF AFFAIRS Normally, at the start of the liquidation, a statement of affairs is prepared for the corporation to provide information about the current financial position of the company. The Statement of Affairs is not a going concern report, it is an important planning report for the anticipated liquidation of a company. Thus, historical cost figures are not relevant. The various parties concerned desire information that reflects 1) the net realizable value of the debtor's assets and 2) the ultimate application of these proceeds to specific liabilities. The assets and liabilities are reported according to the classifications relevant to liquidation. Consequently, assets are classified into three categories as follows: 1. Assets pledged to fully secured creditors - Certain assets can be pledged as security for a particular liability and the estimated realizable value of the assets equals or exceeds the amount of the liability. Such assets may also yield resources to cover unsecured liabilities. Ex. The building with an estimated realizable of P3,000,000 which secures a P2,000,000 mortgage liability, is an example of an asset pledged to a fully secured creditor. After the mortgage is paid, P1,000,000 remains for unsecured creditors. 2. Assets pledged to partially secured creditors - Other assets that are pledged as security for a particular liability. Partial payment of the liability will utilize the entire asset value; nothing will be left for the unsecured liabilities. Ex. The equipment with an estimated realizable value of P30,000 which secures a P50,000 note payable, is an example of an asset pledged to a partially secured creditor. 3. Free Assets - Assets that is not pledged as security for any particular liability, and thus available to meet the claims of priority liabilities and unsecured creditors. Free assets also include the value of assets pledged to fully secured creditors in excess of the related liability. Ex. The P1,000,000 of the value of the building is included as free assets. (See first example) ILLUSTRATIVE PROBLEM To illustrate the preparation of this statement, assume that X Company has experienced severe financial difficulties in recent times and is currently insolvent. Before the preparation of a statement of affairs, additional data must be ascertained concerning the insolvent company and its assets and liabilities. Hence, the following information has been accumulated about the X Company: 1. The marketable securities reported on the balance sheet has appreciated in value since being acquired and is now worth P20,000. Dividends ofP500 are currently due from this investment. 2. P12,000 of the company's accounts receivable can still be collected. 3. The inventory held by the company can be sold for P43,000. 4. A refund of P I ,000 will be received from the various prepaid expenses ut the company's intangible assets have no resale value. 5. The land and building can still be sold for P231 ,000. While the equipment can only be sold for P32,OOO. 6. Administrative expenses ofP21 ,500 is estimated if liquidation of the company does occur. 7. Accrued expenses include salaries of P12,000 and payroll taxes from wages but not yet paid to the government total P3 ,000. 8. Interest of P5,000 on the company's long-term liabilities has not been accrued for the first six months of 2020. From the above data, the statement of affairs for X Company can be prepared and the following should be specifically noted in the statement of affairs: liquidation. Fully secured creditors, of course, will receive the full amount owed to them, as well as those creditors with priority claims. a. The current and non-current classifications usually applied to assets and liabilities are omitted. Since the company is on the verge of going out of business. Such classification is meaningless. Instead, the statement is designed to separate the secured and unsecured balances. b. Book values are presented on the left side of the schedule but only for informational purposes. These figures are not relevant. All assets are reported at net realizable value, whereas liabilities are shown at the amount required for settlement. c. The dividends receivable and the interest payable are both included in the statement, although neither has been recorded on the balance sheet. Currently updated figures must be disclosed within the statement of affairs. d. Liabilities having priority are individually identified with the liability section because these claims will be paid before other unsecured creditors, the P35,500 total also is deducted directly from the free assets. Although not yet incurred, estimated administrative expenses are included in this category since such expenses will be necessary for liquidation. e. According to this statement, if liquidation occurs, X Company expects to have only P57,000 in free assets remaining after settling all liabilities with priority. Unfortunately, the liability section shows unsecured claims with a total of P95,000. These creditors, therefore, face a P38,000 loss (P95,000-P57,000) if the company is liquidated. This final distribution is often converted into an expected recovery percentage computed as follows. Expected Recovery Percentage = Net Free Assets / Unsecured Claims P57,000 / P95,000 = 60% Thus, unsecured creditors can anticipate receiving only 60 percent of their claims. Unsecured creditor, for example, who is owed P1,000 by this company should anticipate collecting only P600 (P1,000 X 60%) following STATEMENT OF DEFICIENCY The balances of the Stockholder's equity account depend on the amount of free assets available. If there is a deficiency of assets to satisfy unsecured creditors, all claims of equity holders are extinguished. Only if there are free assets in excess of unsecured liabilities can stockholders share any distributions. STATEMENT OF REALIZATION AND LIQUIDATION This statement shows a complete record of the transaction of the receiver for a period of time. It structure is similar to a T account and is composed of three elements: asset transactions, and income/loss transactions. The first duty of the receiver is to realize the assets, that is to covert the non-cash assets into cash so that the creditors can be paid. The process of realization may be done in several ways, some assets may be realized by normal operations, such as the continuing collections of receivables from customers. Other assets can be realized by sale. During realization, gains and losses on asset sales may occur, expenses may be incurred and revenues can be earned. The realization activities may be presented in T account format. The second task of the receiver is to liquidate the liabilities, that is to make full or partial settlement with the creditors. Again, gains or losses may occur in the process of liquidation, as may expenses or revenues. The liquidation activities may also be presented in T account format. a. administrative expenses of the receiver b. Unpaid employee's salaries and wages, and benefit plans c. taxes 2. Fully secured creditors - For these liabilities, the creditor has a lien on specific assets, whose estimated realizable value equals or exceed the amount of the liability. Ex. A bank holds a P2,000,000 mortgage on a building of a debtor corporation and the building has an estimated realizable value of P3,000,000. The mortgage is therefore, fully secured and the bank is referred to as a fully secured creditor. 3. Partially secured creditors - In some cases, the creditor has a lien on specific assets but the estimated realizable value of those assets is less than the amount of the liability. Ex. A finance company holds a P50,000 note secured by equipment of a debtor corporation, but the equipment has an estimated realizable value of only P30,000. This note is partially secured and the finance company is referred to as a partially secured creditor. 4. Unsecured creditors - All other liabilities for which the creditor has no lien on any specific assets of the debtor corporation are unsecured. This includes the unsecured portion of the liability to partially secured creditors. Ex. There is a note payable to the finance company for P50,000 secured by the equipment worth P30,000, the difference of P20,000 is added to the unsecured liabilities. DETERMINATION OF THE ORDER OF PRIORITY OF CLAIMANTS OF COMPANY ASSETS SUBJECT TO LIQUIDATION The liabilities of the company are classified into four categories as follows: 1. Unsecured Liabilities with priority - When creditor has no lien on any specific assets of the debtor corporation but its claims rank ahead of other unsecured liabilities in the order of payment, the claim are considered unsecured liabilities with priority. These liabilities, in order to priority are: SUMMARY Insolvency - it is an inability to pay off its liabilities as they become due and demandable. In Legal View, it is as a financial condition in which the sum of all debts is greater than all of its assets at a fair valuation. Role of Creditors - outside creditors appoint a trustee to manage the debtor’s state. Roles of trustees 1. Continue operating the debtor’s business if directed by the court 2. Realizes free assets of the debtor’s estate 3. Pay cash to unsecured creditors Role of Accountant – concerned with proper reporting of the financial condition of the debtor and adequate accounting and reporting for the trustee. Statement of Affairs – financial condition prepared for a corporation entering into the stage of liquidation or bankruptcy. Assets Assets pledged with fully secured creditors- expected to realize an amount at least sufficient to satisfy the related debt. Assets pledged with partially secured creditors- expected to realize an amount below the related debt. Free assets- are not pledged and are available to satisfy the claims of creditors with priority, partially secured creditors, and unsecured creditors. Liabilities 1. Fully secured liabilities – expect to be paid in full as a result of their having sufficient collateral to satisfy the indebtedness. 2. Partially secured liabilities – have collateral, the proceeds of which are expected to be insufficient to satisfy the indebtedness. 3. Unsecured Liabilities with priority – have priority under the law (Section 50 Insolvency Law). 4. Unsecured Liabilities (General Creditors) – have no collateral relating to their indebtedness. ESTIMATED RECOVERY % OR DIVIDEND UNSECURED CREDITORS = NET FREE UNSECURED CREDITORS TO GENERAL ASSETS/TOTAL Statement of Realization and Liquidation – an activity statement progress toward the liquidation of a debtor’s state. It shows the actual transactions that transpired during the period covered Module 3: Revenue from Contracts with Customers REVENUE FROM CONTRACTS WITH CUSTOMERS An installment sales contract is a special type of credit arrangement which provides for a series of payments over a period of months or years. Installment sales are widely used by dealers in real estate, home appliances and cars. Since the seller must wait for a considerable period of time to collect the full amount it exposes the seller to a greater risk of non-collection considering that customers who avail of this plan are generally weaker in financial condition. Furthermore, the credit standing of a customer may change significantly during the period covered by an installment contract. In view of this greater risk of non-collection, the seller should protect himself by adopting a form of contract which enable him to repossess the property if the buyer fails to make all the agreed installment payments. Methods of Gross Profit Recognition on Installment Sales The determination of the net income on installment sales is one of the more complicated problems because the amounts of recoveries and the related costs and expenses are seldom known in the period when the sale is made. Two general approach may be used in the recognition of gross profit on installment sales: 1) the gross profit (excess of sales price over cost of sales) is recognized at the time of sale and 2) the gross profit is recognized in installments over the period of the contract on the basis of cash collection. Gross Profit is Recognized at the Time of Sale Many companies treat a sale on installment in exactly the same way as they treat any other sale on account. The Account Receivable account is debited and the Sales account is credited for the full price when the sale is made. The treatment is not different from that employed for regular sales on credit. Gross profit is recognized at the period of sale, the point at which goods have been delivered to the customers and a definite amount of receivables have been acquired. Gross Profit is Recognized in the Period in which Cash is Collected This is a special method of accounting for installment sales whereby gross profit is recognized in the periods in which the installment receivables are collected instead of in the periods in which receivables are created. The amount of cash collections then become the basis for gross profit recognition. FIVE-STEPS MODEL FRAMEWORK Accounting requirements for revenue The five-step model framework The core principle is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This core principle is delivered in a five-step model framework: Identify the contract(s) with a customer. Identify the performance obligations in the contract. Determine the transaction price. Allocate the transaction price to the performance obligations in the contract. Recognize revenue when (or as) the entity satisfies a performance obligation. Application of this guidance will depend on the facts and circumstances present in a contract with a customer and will require the exercise of judgment. STEP 1: IDENTIFY THE CONTRACT WITH THE CUSTOMER A contract with a customer will be within the scope if all the following conditions are met: the contract has been approved by the parties to the contract; each party’s rights in relation to the goods or services to be transferred can be identified; the payment terms for the goods or services to be transferred can be identified; the contract has commercial substance; and it is probable that the consideration to which the entity is entitled to in exchange for the goods or services will be collected. If a contract with a customer does not yet meet all of the above criteria, the entity will continue to re-assess the contract going forward to determine whether it subsequently meets the above criteria. The standard provides detailed guidance on how to account for approved contract modifications. If certain conditions are met, a contract modification will be accounted for as a separate contract with the customer. If not, it will be accounted for by modifying the accounting for the current contract with the customer. Whether the latter type of modification is accounted for prospectively or retrospectively depends on whether the remaining goods or services to be delivered after the modification are distinct from those delivered prior to the modification. STEP 2: IDENTIFY THE PERFORMANCE OBLIGATIONS IN THE CONTRACT At the inception of the contract, the entity should assess the goods or services that have been promised to the customer and identify as a performance obligation: a good or service (or bundle of goods or services) that is distinct; or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. A series of distinct goods or services is transferred to the customer in the same pattern if both of the following criteria are met: each distinct good or service in the series that the entity promises to transfer consecutively to the customer would be a performance obligation that is satisfied over time (see below); and a single method of measuring progress would be used to measure the entity’s progress towards complete satisfaction of the performance obligation to transfer each distinct good or service in the series to the customer. A good or service is distinct if both of the following criteria are met: the customer can benefit from the good or services on its own or in conjunction with other readily available resources; and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Factors for consideration as to whether a promise to transfer goods or services to the customer is not separately identifiable include, but are not limited to: the entity does provide a significant service of integrating the goods or services with other goods or services promised in the contract; the goods or services significantly modify or customize other goods or services promised in the contract; the goods or services are highly interrelated or highly interdependent. Module 5: Franchise Operations FRANCHISE OPERATIONS A franchise generally involves the grant from one party (franchisor) to another party (franchisee), the right to sell the granting party's goods or services. Each party contribute resources. The franchisor contributes his trade name, products, company's reputation and trademarks. He also imparts his expertise and on continuing basis provides guidance and duties on the manner in which the franchisee must operate his establishment. The franchisee on the other hand, provides operational capital and managerial operational resources required for the operation of the franchised business. The relation of these parties is covered by a franchise agreement which outlines the rights and responsibilities of each party, describes the marketing practices to be followed, details the contribution of each party and sets certain standards of operating procedures which both parties agree to perform. Franchising gives the franchisor the opportunity to distribute his product and or services with minimum investment in the franchised outlet. Franchisee is able to own his business, reap financial rewards and benefit fro the agreement by way of assistance and guidance from the franchisor. The franchisee, however must pay for these services and must be willing to accept the franchisor's control over operations. JOURNAL ENTRIES AND DETERMINATION OF REVENUE, COSTS AND GROSS PROFIT Revenue Recognition - Initial Franchise Fees The problem of recognizing revenue with regard to initial franchise fees, generally results from two issue: 1. The point at which the fee is to be considered earned; and 2. The assurance of collectibility of any unpaid portion of the fee, if the total initial franchise fee is not paid in full. The following accounting principle and procedures are to be used in the recognition of revenue from the initial franchise fee: 1. Revenue from the initial franchise fee should be recognized on the consummation of the transaction, which occurs when all material services or conditions of the sale have been substantially performed. Substantial performance by the franchisor occurs when the following conditions are met: a. The franchisor is not obligated in any way (trade practice, law, intent or agreement) to refund cash already received or forgive unpaid debt. INITIAL FRANCHISE FEE Franchise Fees b. The initial services required of the franchisor by contract or otherwise have been substantially performed. Franchise agreement usually requires franchisee to make payments, called the franchise fee to the franchisor in consideration for the reputation, skill products and services contributed by the franchisor. There are two types of franchise fees, namely; c. No other material conditions or obligations exist. 1. Initial Franchise Fee 2. Direct franchise costs of initial services rendered by the franchisor shall be deferred until related revenue is recognized. These costs should not exceed anticipated related revenue. Indirect costs that occur on a regular basis should be expensed when incurred. 2. Continuing Franchise Fee Initial Franchise Fee It is assumed that substantial performance occur when the franchisee actually commence operations of the franchise. Once substantial performance is achieved, revenue from the initial franchise fee should be recognized using the following methods: This represents initial payment for establishing the franchise agreement and for providing certain initial services associated with the agreement. The initial franchise fee may be payable immediately in cash or for an extended period of time. The initial services rendered by the franchisor prior to the opening of the franchisee's operations usually include the following: 1. Accrual basis - This method is used when the initial franchise fee is collectible over na extended period of time and the collectibility of the unpaid portion of the franchise fee is reasonably assured. a. Assistance in site selection for the construction of the building 2. Gross profit method - If the collectibility of the unpaid portion of the franchise fee is not reasonably assured. 3. Cost Recovery method - This method should be used in exceptional cases that is when the initial franchise fee is collectible over an extended period and the collectibility of the unpaid portion of the initial franchise fee is uncertain. Revenue Recognition - Continuing Franchise Fees Continuing franchise fee is usually collected from the franchisee at the end of each month base on a certain percentage of their monthly sales. Continuing franchise fees are recognized as revenue when actually earned and receivable from the franchisee. b. Supervision of the construction activity, which involves obtaining financing, designing building and supervising contractor c. Assistance in the acquisition of signs, fixtures and equipment d. Provision of bookkeeping and advisory services e. Provision of employee and management training f. Provision of quality control g. Provision of advertising and promotion CONTINUING FRANCHISE FEE, BARGAIN PURCHASE OPTION, AND COMMINGLED REVENUE Continuing Franchise Fee This represent continues payment to the franchisor for providing specific future services, such as advertising and for the continued use of intangible rights by the franchisee. These fees are usually based on the operations of franchises. Commingled Revenue The franchise agreement ordinarily establishes a single initial franchise fee as consideration for the franchise rights and the initial services to be performed by the franchisor. Sometimes, however, the fee also may cover tangible property, such as signs, equipment, inventory, and land and building. In those circumstances, the portion of the fee applicable to the tangible assets shall be based on the fair value of the assets and may be recognized before or after recognizing the portion applicable to the initial services. For example, when the portion of the fee relating to the sale of specific tangible assets is objectively determinable, it would be appropriate to recognize that portion when their titles pass, even though the balance of the fee relating to services is recognized when the remaining services or conditions in the franchise agreement have been substantially performed or satisfied. Although a franchise agreement may specify portions of the total fee that relate to specific services to be provided by the franchisor, the services usually are interrelated to such an extent that the amount applicable to each service cannot be segregated objectively. The fee shall not be allocated among the different services as a means of recognizing any part of the fee for services as revenue before all the services have been substantially performed unless actual transaction prices are available for individual services; for example, through recent sales of the separate specific services. Bargain Purchase Option The franchisee may purchase some or all of the equipment or supplies necessary for its operations from the franchisor. Sometimes, the franchisee is given the right to make bargain purchases of equipment or supplies for a specified period or up to a specified amount, when the initial franchise fee is paid. If the bargain price is lower than the selling price of the same product to other customers or if the price does not provide the franchisor a reasonable profit on the equipment or supply sales, then a portion of the initial franchise fee shall be deferred and accounted for as an adjustment of the selling price when the franchisee purchases the equipment or supplies. The portion deferred shall be either (a) the difference between the selling price to other customers and the bargain purchase price or (b) an amount sufficient to cover any cost in excess of the bargain purchase price and provide a reasonable profit on the sale, as appropriate. REPOSSESSED FRANCHISE A franchisor may recover franchise rights through repossession if a franchisee decides not to open an outlet. If, for any reason, the franchisor refunds the consideration received, the original sale is canceled, and revenue previously recognized shall be accounted for as a reduction in revenue in the period the franchise is repossessed. If franchise rights are repossessed but no refund is made, (a) the transaction shall not be regarded as a sale cancellation, (b) no adjustment shall be made to any previously recognized revenue, (c) any estimated uncollectible amounts resulting from unpaid receivables shall be provided for, and (d) any consideration retained for which revenue was not previously recognized shall be reported as revenue. OPTION TO PURCHASE THE FRANCHISE OUTLET A franchise agreement may give the franchisor an option to purchase the franchisee's business. For example, a franchisor may purchase a profitable franchised outlet as a matter of management policy, or purchase a franchised outlet that is in financial difficulty or unable to continue in business to preserve the reputation and goodwill of the franchise system. If such an option exists, the likelihood of the franchisor's acquiring the franchised outlet shall be considered in accounting for the initial franchise fee. If at the time the option is given, an understanding exists that the option will be exercised or it is probable that the franchisor ultimately will acquire the franchised outlet, the initial franchise fee shall not be recognized as revenue but shall be deferred. When the option is exercised, the deferred amount shall reduce the franchisor's investment in the outlet. CONSIGNMENT SALES In some arrangements the delivery of the goods by the manufacturer (wholesaler) to the dealer (retailer) is not considered to be full performance and a sale because the manufacturer retains title to the goods. This specialized method of marketing certain types of products make use of a device known as a consignment. Under this arrangement, the consignor (manufacturer) ships merchandise to the consignee (dealer), who is to act as an agent for the consignor in selling the merchandise. Both consignor and consignee are interested in selling the former to make a profit or develop a market, the latter to make a commission on the sales. Accounting for Consignment Sales A modified version of the sales basis (regular sales) of revenue recognition is used by the consignor. That is, revenue is recognized only after the consignor receives notification of sale and the cash remittance from the consignee. account called as inventory on Consignment is used to record transactions in relation to consignment. a. Inventory on Consignment account is debited for: Cost of goods shipped on consignment Expenses related to consignment incurred by the consignor Reimbursable expenses related to consignment paid by the consignee b. Inventory on Consignment account is credited for: Cost of goods returned by the consignee Cost of consignment sales and expenses relating to consignment 2. Consignment transaction not recorded separately - consignment transactions are treated like a regular type of sales. Determination of consignment profit is not required since it is already part of the profit of the entire entity. B. CONSIGNEE 1. Consignment transactions recorded separately - under this method, two accounts are needed to be maintained in relation to consignment transactions: The merchandise is carried throughout the consignment as the inventory of the consignor, separately classified as Merchandise inventory on Consignment. It is not recorded as an asset on the consignee's books. Upon sale of the merchandise, the consignee has liability for the net amount. The consignor periodically receives from the consignee an account sales that shows the merchandise received, merchandise sold, expenses chargeable to the consignment and the cash remitted. Revenue then is recognized by the consignor. a. Consignor receivable account is: debited for expenses paid by the consignee but chargeable to the consignor. credited when remittance is made to the consignor The following are procedures in consignment sales transaction: 2. Consignment transactions not recoded separately - consignment transaction are treated like a regular type of sales. Determination of consignment profit is not required since it is already part of the profit of the entire entity. A. CONSIGNOR 1. Consignment transactions recorded separately - this method determines consignment profit separate from regular sales. An inventory b. Consignor payable account is credited for the sales by the consignee debited when remittance is made by the consignor SUMMARY A franchise agreement involves the granting business rights by the franchisor to a franchisee that will operate the franchise outlet in a certain geographical location. Initial Franchise Fee- recorded as revenue only when and as the franchisor makes “substantial performance” of the services it is obligated to perform and collection of the fee is reasonably assured. The franchisor provides the franchisee with the following services: 1. Assistance in site location a. Analyzing the location b. Negotiating the lease 2. Evaluation of potential income 3 Conditions to recognize initial franchise fee a) Services b) Period of refund c) Collectibility JOURNAL ENTRIES A. Initial Franchise fee-Interest Bearing Note 1. Performed all material services, the refund has expired, collectability is assured. Cash N/R Franchise Revenue 3. Supervision of construction income 4. Supervision of construction activity a. Obtaining financing b. Designing building c. Supervising contractor while building 5. Provision of bookkeeping and advisory services a. Setting up franchisee’s records b. Advising on income, real estate, and other taxes c. Advising on local regulations of the franchisee business 6. Provision of employee and management training 2. Refund has expired and collectability of the note is reasonably assured, not substantially performed all material services. Cash N/R Unearned Franchise Revenue Subsequently; when it is performed all services: Unearned Franchise Revenue Franchise Revenue 7. Provision of quality control Substantial Performance – no remaining obligation to refund any cash received or excuse any non-payment of a note and performed all the initial services required under the contract 3. Substantially performed all services and the collectability of the note is reasonably assured, but the refund period has not expired. General Rule: 90% or more of the services required Cash N/R Unearned Franchise Revenue Subsequently; the refund period has expired: Cash Unearned Franchise Revenue N/R Revenue from Franchise Unearned Interest Income (Discount on N/R) Franchise Revenue 4. Substantially Performed all services, refund period has expired, but the collectability of the note is not reasonably assured - use installment method Cash 2. If the probability of refunding the initial franchise fee is extremely low, future services to be provided to the franchisee is minimal, collectability of the note is reasonably is assured, substantial performance has occurred Cash N/R N/R Franchise Revenue Unearned Interest Income Unearned Franchise Revenue Subsequently, it recognizes it over period of time: Unearned Franchise Revenue Franchise Revenue 5. Refund has expired, Substantially performed all services, no basis for estimating the collectability of the note (uncertain) - use cost-recovery method. Franchise Revenue 3. Initial down payment is not refundable, represents a fair measure of the services already provided, significant amount of services still to be performed, collectability of the note is reasonably assured. Cash N/R Unearned Interest Income Cash Franchise Revenue Unearned Franchise Revenue Unearned Franchise Revenue Subsequently, collectability is assured. Unearned Franchise Revenue Franchise Revenue B. Initial Franchise Revenue-Non Interesting Fee 1. Reasonable expectation that the down payment may be refunded, substantial future services remain to be performed 4. Initial down payment is not refundable, and no future services are required by the franchisor, collection of the note is uncertain Cash Franchise Revenue **when the collection of the note is extremely uncertain, revenue through gross profit is recognized by means of cash collection using the cost recovery method. 5. Same case in #4 but the initial down payment is refundable or substantial services are yet to be performed. Cash Unearned Franchise Revenue Franchisor’s Costs - match related costs and revenues by reporting them as a component of income in the same accounting period. - ordinarily defer direct costs - Indirect cost should expense immediately. Continuing Franchise Fees - received in continuing rights granted by the franchise agreement and for providing such service. - it should be reported as revenue when they are earned and receivable from the franchisee, unless a portion of them has been designated for a particular purpose