| In recent years,the development of China's capital market is booming,and M & A activities are in the ascendant.M & A brings not only investment opportunities but also risks to the capital market.Many target companies fail to achieve the expected performance after being acquired,which becomes a hidden risk of the capital market and affects the stable operation of the capital market.In order to reduce the risk,the listed companies often attach the gambling clauses to the M & A,so as to adjust the transaction consideration by means of installment unlocking or installment payment.According to the current accounting standards,the gambling clause belongs to contingent consideration.However,there are many types of gambling clauses,and the current accounting standards lack clear guidelines and norms for the specific operation of related accounting treatment.This led to huge differences of the accounting treatment of gambling agreements in the accounting principles,presentation items and measurement standards by different companies,which affected the comparability of accounting information.This dissertation adopts a case study method,taking XLM's 2015 merger and acquisition of LvCheng Media as the research object,and analyzes XLM's accounting treatment in the year of the merger,the commitment year,and the first year after the commitment period.In this case,the company counted the entire price paid into the consolidation cost,resulting in a large premium.This dissertation collects the public information of XLM Company,obtains the relevant indicators required for valuation,and brings them into the B-S option pricing model for valuation,then uses the split measurement method to re-accounting and compare these financial datas and performance which was generated by different methods.As a result of the comparison,the total profit and loss of the two treatment methods are the same,but the amounts in each year of the commitment period are different.The overall measurement method does not consider the value of the gambling agreement,which leads to high goodwill and affects the amount of goodwill impairment in subsequent periods,making the company's profits higher in the early stage and lower profits(more losses)in the later stage.Overall,profits are more volatile.The spin-off measurement method recognizes the value of the gambling agreement in the balance sheet,and reflects the process of year-to-year loss of its value in the profit statement,thereby causing certain changes in performance evaluation.Therefore,split measurement can improve the relevance of accounting information.Through the case study,this dissertation considers that a gambling agreement that uses financial indicators(such as net profit)as the target and is settled in cash should be recognized as a transactional financial asset,and its fair value changes should be included in the current profit and loss.Difficulty of the spin-off measurement lies in the estimation of fair value.In current practice,both parties to the merger and acquisition will treat the gambling agreement as a free incidental clause,so the valuation report prepared at the time of the merger and acquisition will not disclose its value separately.This makes accountants unable to adopt the split measurement method,and it is difficult to adopt a fair value model for subsequent measurement.Therefore,the promotion of the spin-off measurement method also requires clear standards,guidelines and explanations from accounting standard-setting agencies.On the other hand,there are many types of gambling agreements,and different types require different accounting standards in terms of recognition and measurement;different methods of calculating compensations will also affect accounting measurement;the two parties that signed the agreement will also have different treatment methods as different accounting entities.If split measurement is to be carried out,relevant departments need to issue comprehensive and comprehensive specific guidelines as soon as possible to regulate them. |
PDF Full Text Request