Oil and Gas Accounting Practice Insight from Practitioners and Academics

AHAM  NZENWATA

ABSTRACT
This seminar paper investigated Oil and Gas Accounting Practice with the objective of providing Insight from Practitioners and Academics. The research was descriptive in nature hence it relied mainly on survey of research literature both from industry and the academic fields to reach its outcomes. The findings of the research indicate that the choice of method is firm specific and most likely to be determined based on the firm's size and the prevailing economic conditions. Thus, we observe that smaller oil and gas firms are more likely to use the full cost method because it affords them the opportunity of reducing the risk associated with the difficulty of predicting income. However, considering that bigger firms are better capitalized, this will not be a deterrent to them hence they would be at home using the successful effort method.

1.        Introduction
The objective of oil and gas operations is to find, extract, refine and sell oil and gas, refined products and related products. It requires substantial capital investment and long-lead times to find and extract the hydrocarbons in challenging environmental conditions with uncertain outcomes. Exploration, development and production often take place in joint ventures or joint activities to share the substantial capital costs. The outputs often need to be transported significant distances through pipelines and tankers.
The industry is exposed significantly to macroeconomic factors such as commodity prices, currency fluctuations, interest rate risk and political developments. The assessment of commercial viability and technical feasibility to extract hydrocarbons is complex, and includes a number of significant variables. Despite all of these challenges, taxation of oil and gas extractive activity and the resultant profits is a major source of revenue for many governments.
The different methods for accounting for these oil and gas activities have generated debates over time. The debate or controversy has been about the method that best represents the true financial position of oil and gas. Considering that both investors and tax authorities rely on such records for assessment of viability and taxation purposes, it becomes apparent why there should be a debate as to which of the methods is suitable.
The debate over the choice of any of the accounting methods in preference to the other is exacerbated by the failure of standard setting bodies to make a defined and agreed choice of one method over the other. The large capital outlay and attendant profit or loss motivates investors, regulators, employees and other users of financial statement to show preference for a method which best serves their interest. The choice of method therefore is a function of company philosophy, motive and environmental variables (Umobong, 2015).
According to Mgbame, Donwa and Igunbor (2015), there are basically two alternative methods for accounting for acquisition, exploration and development and productions costs in Oil and Gas exploration and Production, viz., Successful Efforts Method and Full Cost Method.
Under the Successful Efforts method, only those costs that lead directly to the discovery, acquisition or development of specific, discrete oil and gas reserves are capitalized and become part of the capitalized costs of the cost Centre. Costs that are known at the time of incurrence to fail to meet this criterion are generally charged to expense in the period they are incurred. When the outcome of such costs is unknown at the time they are incurred, they are recorded as capital work-in-progress and written off when the costs are determined to be non-productive.
Alternatively, in Full Cost method all costs incurred in prospecting, acquiring mineral interests, exploration and development are capitalized and accumulated in large cost Centre that may not be related to geological factors. The cost Centre, under this method, is not normally smaller than a country except where warranted by major difference in economic, fiscal or other factors in the country. The capitalized costs of each cost center are depreciated as the reserves in each cost center are produced. Under the Full Cost method, all costs incurred at any time and at any place in a cost center in an attempt to add to commercial reserves are an essential part of the cost of any reserves added in that cost center.
One of the major arguments advanced by Critics of Successful Effort method is that it causes earnings variability as earnings change from period to period in addition to asset minimization. The variability is attributed to cost of unsuccessful wells which is of no commercial viability. The earnings variability affects investors’ reliance on the financial statement (Cooper & Grossman, 1979) as useful investment decisions cannot be made from such financial statement. It is also argued that the financial statement prepared using successful efforts method bear no relationship to economic realities because of the huge expenses charged to the statement of comprehensive income.
Dyckman (1979) argues that using the Successful Efforts method does not represent a true economic picture of the petroleum industry. The system of oil and gas producing companies revolves around the search for oil and gas. When companies search for oil and gas they expect from exploration wells that some wells will produce reserves and other wells will not produce reserves. Thus, under this view, it seems unreasonable to not include all of the costs associated with finding reserves (Umobong, 2015).
Full Cost method is criticized because it is believed that earnings are inflated as a result of the fact that unsuccessful operational costs in exploring for reserves are capitalized. The negating effect is that the financial statement gives unreliable information to investors who cannot rely on the reported earnings to make decisions. It is further argued that the Full cost method puts asset of no economic value to the statement of financial position as the capitalized cost does not meet the criteria of capitalization which is reasonable assurance of future flow of economic benefits (Nagar 1978).
They further argue that the capitalization of costs of ‘dry holes’ could lead to increase current earnings reported to shareholders. It is also the argument of the critics that the major reason Full cost firms defer their expenses and treat them as capital investment is a desire to offset the cost outlays from the proceeds of sale of discovered oil. Considering the above issues, this paper is aimed at providing insight into the oil and gas accounting practices from the perspective of industry practitioners and academic researchers.
2.        Concept of Oil and Gas Accounting
Oil and gas accounting is a specialized area, one that demonstrates many theoretical problems. Standard setting in oil and gas accounting has been the subject of controversy for nearly two decades. From a theoretical point of view, financial accounting and reporting in the oil and gas industry illustrates very well a situation in which information produced by the historical cost model generally is considered to be much less relevant for decision makers than information produced by some form of current valuation.
In practice, there are variations in the application of both Full Cost and Successful Efforts methods because of such factors as the definition of a cost center. The basic difference between the two is their treatment of incurred exploration costs that do not result in the discovery of oil or gas reserves. Under Full Cost method, all the costs of exploration are capitalized, regardless of whether those costs lead to a specific discovery of reserves (William, 1982). The rationale supporting Full Cost method is the probabilistic nature of exploration: it may require, on average, that numerous exploratory wells be drilled in order to find a reservoir that can be developed.
Therefore, costs of all exploration are included in the cost of successful wells. Under Successful Efforts method, only the exploration costs that result in a producing well are capitalized; exploration costs that result in dry holes are expensed immediately. If four exploratory wells are drilled and three are dry holes, the costs of those three will not provide future benefits and therefore should be expensed (Klingstedt, 1970). In the next section(s), the two methods will be examined in their broadest sense.
2.1      Full Cost Method
The full cost method is a project accounting method used in the oil and gas industry. Under this method, all property acquisition, exploration, and development costs associated with a project are aggregated and capitalized as part of that project. This capitalization occurs whether or not a project is deemed successful.
It is an accounting system used by companies that incur exploration costs for oil and natural gas that does not differentiate between operating expenses associated with successful and unsuccessful exploration projects. Regardless of the outcome, successful and unsuccessful operation expenses are capitalized. By contrast, the successful efforts accounting method only capitalizes expenses related to successful ventures.
These costs are then charged to expense using the unit-of-production system, based on proven oil and gas reserves. If the stream of expected cash flows from a project is expected to decline, either due to a reduction in estimated reserves or a decline in the market price of the commodity in question, then the full cost pool associated with that project may be impaired. If so, the amount of the impairment is charged to expense at once (Bragg, 2013).
The full cost method makes a company more susceptible to large non-cash charges whenever the preceding factors result in an expected cash flow decline. Until an impairment occurs, reported profit levels can appear to be inordinately high, since the expense recognition for so many costs has been deferred to a future date. The need for periodic impairment reviews also increases the accounting cost associated with this method.
A more conservative approach is the successful efforts method, under which exploration costs are only capitalized if a project is deemed successful. If a project is not considered successful, then these costs are charged to expense. It is less likely that the successful efforts method will result in large non-cash charges, since the capitalized costs that could be subject to impairment are smaller than under the full cost method. Neither of these methods capitalize the costs of corporate overhead or ongoing production activities (Bragg, 2013).
2.2      Successful Efforts Methods
The successful efforts method is used in the oil and gas industry to account for certain operating expenses. Under this approach, a company only capitalizes those costs associated with the location of new oil and gas reserves when such reserves have been found. If exploration costs are incurred and no new reserves are found, then the costs are instead charged to expense as incurred. When exploration costs have been capitalized under this method, they are aggregated within the fixed assets section of the balance sheet. These capitalized costs are subsequently amortized as production occurs, so that expenses offset revenues as advocated under the matching principle (Bragg, 2016).
The successful efforts method is a conservative approach to oil and gas accounting, since it mandates immediate charges to expense when a "dry hole" is drilled. By doing so, expense recognition is accelerated, leaving the smallest amount of expenditures recorded as assets on the balance sheet. Also, since fewer expenses are capitalized, there is less risk that a large amount of capitalized assets will be suddenly charged to expense due to the impairment of a firm's oil and gas reserves (Bragg, 2016).
In this method, the Company utilizes the successful efforts method of accounting for oil and gas producing activities as opposed to the alternate acceptable full cost method. In general, the Company believes that, during periods of active exploration, net assets and net income are more conservatively measured under the successful efforts method of accounting for oil and gas producing activities than under the full cost method (USSEC, 2006).
The critical difference between the successful efforts method of accounting and the full cost method is as follows: under the successful efforts method, exploratory dry holes and geological and geophysical exploration costs are charged against earnings during the periods in which they occur; whereas, under the full cost method of accounting, such costs and expenses are capitalized as assets, pooled with the costs of successful wells and charged against the earnings of future periods as a component of depletion expense.
2.3      Oil and Gas Accounting in Practice
Exploration and Evaluation Costs
The objective of oil and gas operations is to find, extract, refine and sell oil and gas, refined products and related products. The achievement of any or all of the above objectives involves huge costs. Exploration costs are incurred to discover hydrocarbon resources. Evaluation costs are incurred to assess the technical feasibility and commercial viability of the resources found. Exploration, as defined in IFRS 6 Exploration and Evaluation of Mineral Resources, starts when the legal rights to explore have been obtained. Expenditure incurred before obtaining the legal right to explore must be expensed.
The accounting treatment of exploration and evaluation expenditures (capitalizing or expensing) can have a significant impact on the financial statements and reported financial results, particularly for entities at the exploration stage with no production activities. Successful Efforts and Full Cost Method Two broadly acknowledged methods have traditionally been used under national GAAP to account for E&E and subsequent development costs: successful efforts and full cost. Many different variants exist under national GAAP, but these are broadly similar.
Costs incurred in finding, acquiring and developing reserves are capitalised on a field-by-field basis. Capitalised costs are allocated to commercially viable hydrocarbon reserves. Failure to discover commercially viable reserves means that the expenditure is charged to expense. Capitalized costs are depleted on a field-by-field basis as production occurs. However, some upstream companies under national GAAP have historically used the full cost method. All costs incurred in searching for, acquiring and developing the reserves in a large geographic cost centre or pool, as opposed to individual fields, are capitalized.
Borrowing Costs
The cost of an item of property, plant and equipment may include borrowing costs incurred for the purpose of acquiring or constructing it. Such borrowing costs may be capitalised if the asset takes a substantial period of time to get ready for its intended use. The capitalisation of borrowing costs under IAS 23 Borrowing Costs (Issued 1993) is an option, but one which must be applied consistently to all qualifying assets. However, amendments to IAS 23 that were published in 2007 and became effective from January 2009 require that all applicable borrowing costs be capitalized.
Borrowing costs should be capitalised while acquisition or construction is actively underway. These costs include the costs of specific funds borrowed for the purpose of financing the construction of the asset, and those general borrowings that would have been avoided if the expenditure on the qualifying asset had not been made. The general borrowing costs attributable to an asset’s construction should be calculated by reference to the entity’s weighted average cost of general borrowings.
Development Expenditures
Development expenditures are costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. Development expenditures should generally be capitalized to the extent that they are necessary to bring the property to commercial production. Expenditures incurred after the point at which commercial production has commenced should only be capitalised if the expenditures meet the asset recognition criteria. This will be where the additional expenditure enhances the productive capacity of the producing property.
Some of the wells drilled in accordance with the development plan for the field may be unsuccessful (dry), but the results of the development work as a whole may further support the conclusion that the field has commercially viable reserves. The relevant unit of account for a field in the development or production stage is normally larger than the individual well. It is appropriate therefore to assess the economic benefits of the development dry hole in the context of the field as a whole and the development plan for that field.
Production and Sales
The oil and gas natural resources found by an entity are its most important economic asset. The financial strength of the entity depends on the scale and quality of the resources it has the right to extract and sell. Resources are the source of future cash inflows from sale of hydrocarbons, and provide the basis for borrowing and for raising equity finance. Entities record reserves at the historical cost of finding and developing reserves or acquiring them from third parties.
The cost of finding and developing reserves is not directly influenced by the quantity of reserves, except to the extent that impairment may be an issue. The cost of reserves acquired in a business combination may be more closely associated with the fair value of reserves present. However, reserves and resources have a pervasive impact on an oil and gas entity’s financial statements, impacting on a number of significant areas. These include, but are not limited to: Depletion, depreciation and amortization; Impairment and reversal of impairment; The recognition of future decommissioning and restoration obligations;     Termination and pension benefit cash flows; Allocation of purchase price in business combinations.
Proved and Unproved Reserves
Proved reserves are estimated quantities of reserves that, based on geological and engineering data, appear reasonably certain to be recoverable in the future from known oil and gas reserves under existing economic and operating conditions, ie, prices and costs as of the date the estimate is made. Proved reserves are further sub-classified into those described as proved developed and proved undeveloped. Unproved reserves are those reserves that technical or other uncertainties preclude from being classified as proved. Unproved reserves may be further categorized as probable and possible reserves.
Estimation of Reserves
Reserves estimates are usually made by petroleum reservoir engineers, sometimes by geologists but, as a rule, not by accountants. Preparing reserve estimations is a complex process. It requires an analysis of information about the geology of the reservoir and the surrounding rock formations and analysis of the fluids and gases within the reservoir. It also requires an assessment of the impact of factors such as temperature and pressure on the recoverability of the reserves, taking account of operating practices, statutory and regulatory requirements, costs and other factors that will affect the commercial viability of extracting the reserves.
As an oil and gas field is developed and produced, more information about the mix of oil, gas, water, etc, reservoir pressure, and other relevant data is obtained and used to update the estimates of recoverable reserves. Estimates of reserves are therefore revised over the life of the field. There are standards for estimating and auditing oil and gas reserves information developed by the Society of Petroleum Engineers.
Depreciation of Production and Downstream Assets
Productive assets are often large and complex installations. Assets are expensive to construct, tend to be exposed to harsh environmental or operating conditions and require periodic replacement or repair. Large network or infrastructure assets might comprise a significant number of components, many of which will have differing useful lives. Examples include gas treatment installations, refineries, chemical plants, distribution networks and offshore platforms, including the supporting infrastructure and pipelines.
Those identified components that have a shorter useful life than the remainder of the asset should be depreciated to the recoverable amount over that shorter useful life. The remaining carrying amount of the component is derecognised on replacement and the cost of the replacement part is capitalised. The production expected during the period can be estimated and the components depreciated over that number of units. This method needs to be periodically assessed to determine that it continues to approximate a straight-line method.
The calculation of a depreciation charge cannot be avoided on the basis that a high level of maintenance expenditure is incurred that will continuously maintain the network’s operating capacity. The practice of assuming that the maintenance charge approximates the depreciation charge and thus avoiding the calculation of depreciation on an asset or component basis, known as renewals accounting, is not acceptable under IFRS.
Disclosure of Reserves and Resources
A key indicator for evaluating the performance of oil and gas entities are their existing reserves and the future production and cash flows expected from them. Some national accounting standards and securities regulators require supplemental disclosure of reserve information, most notably the Statement on Financial Accounting Standards (FAS) 69 and Securities and Exchange Commission (SEC) regulations. There are also recommendations on accounting practices issued by industry bodies – Statements of Recommended Practice (SORPs) – which cover Accounting for Oil and Gas Exploration, Development, Production and Decommissioning Activities. However, there are no reserve disclosure requirements under IFRS.
The disclosure of key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, is required by IAS 1. Given that the reserves and resources have a pervasive impact, this normally results in entities providing disclosure about hydrocarbon resource and reserve estimates, for example:
·       Hydrocarbon resource and reserve estimates: methodology used and key assumptions;
·       The sensitivity of carrying amounts of assets and liabilities to the hydrocarbon resource and reserve estimates used;
·       The range of reasonably possible outcomes within the next financial year in respect of the carrying amounts of the assets and liabilities affected; and
·       An explanation of changes made to past hydrocarbon resource and reserve estimates, including changes to underlying key assumptions.
Other information – for example, potential future costs to be incurred to acquire, develop and produce reserves – may help users of financial statements to assess the entity’s performance. Supplementary disclosure of such information with IFRS financial statements is useful, but it should be consistently reported, the underlying basis clearly disclosed and based on a common guideline or practice, such as the Society of Petroleum Engineers definitions.
Revenue Recognition Issues
Revenue recognition, particularly for upstream activities, can present some significant challenges. Production often takes place in joint ventures or through concessions, and entities need to analyze the facts and circumstances to determine when and how much revenue to recognize. Crude oil and gas may need to be moved long distances and need to be of a specific type to meet refinery specifications.
Entities may exchange product to meet logistical, scheduling or other requirements. This section looks at these common issues.
The physical nature of the taking (lifting) of oil is such that it is often more efficient for each partner to lift a full tanker-load of oil at a time. A lifting schedule identifies the order and frequency with which each partner can lift. At the balance sheet date the amount of oil lifted by each partner may not be equal to its equity interest in the field. Some partners will have taken more than their share (over-lifted) and others will have taken less than their share (under-lifted).
Over-lift and under-lift are in effect a sale of oil at the point of lifting by the underlifter to the overlifter. The criteria for revenue recognition in IAS 18 Revenue paragraph 14 are considered to have been met. Overlift is therefore treated as a purchase of oil by the overlifter from the underlifter. The sale of oil by the underlifter to the overlifter should be recognized at the market price of oil at the date of lifting. Similarly the overlifter should reflect the purchase of oil at the same value. The extent of underlift by a partner is reflected as an asset in the balance sheet and the extent of overlift is reflected as a liability (PriceWaterHouseCoopers, 2008).
Product Exchanges
Energy companies exchange crude or refined oil products with other energy companies to achieve operational objectives. This is often done to save on transportation costs by exchanging a quantity of product A in location X for a quantity of product A in location Y. Variations on this arise – sometimes there are variations in the quality of the product, sometimes different products are exchanged. Balancing payments are made to reflect differences in the values of the products exchanged where appropriate.
The nature of the exchange will determine if it is a like-for-like exchange or an exchange of dissimilar goods. A like-for-like exchange doesn’t give rise to revenue recognition or gains, but an exchange of dissimilar goods is accounted for gross, giving rise to revenue recognition and gains or losses. The exchange of crude oil, even where the qualities of the crude differ, is usually treated as an exchange of similar products and accounted for at book value. Any balancing payment made or received to reflect minor differences in quality or location should be adjusted against the carrying value of the inventory.
Taxes and Royalty
Petroleum taxes generally fall into two categories – those that are calculated on profits earned (income taxes) and those calculated on production or sales (royalty or excise taxes). The categorisation is crucial: royalty and excise taxes do not form part of revenue, while income taxes usually require deferred tax accounting but form part of revenue.
Petroleum taxes that are calculated by applying a tax rate to a measure of revenue or volume do not fall within the scope of IAS 12 Income Taxes and are not income taxes. They do not form part of revenue or give rise to deferred tax liabilities. Revenue-based and volume-based taxes are recognized when the production occurs or revenue arises. These taxes are most often described as royalty or excise taxes. They are measured in accordance with the relevant tax legislation and a liability is recorded for amounts due that have not yet been paid to the government.
Petroleum taxes that are calculated by applying a tax rate to a measure of profit fall within the scope of IAS 12. The profit measure used to calculate the tax is that required by the tax legislation and will, accordingly, differ from the IFRS profit measure. Profit in this context is revenue less costs as defined by the relevant tax legislation, and thus might include costs that are capitalized for financial reporting purposes. However it is not, for example, an allocation of profit oil in a PSA. Examples of taxes based on profits include Petroleum Revenue Tax.
The tax rate applied to the temporary differences will be the statutory rate for the relevant tax. The statutory rate may be adjusted for certain allowances and reliefs (eg, tax free barrels) in certain limited circumstances where the tax is calculated on a field-specific basis without the opportunity to transfer profits or losses between fields.
3.        Empirical/Academic Research in Oil and Gas Accounting
According to Umobong (2015) the past few decades has witnessed in a greater momentum the emergence of a major controversy in accounting practice and debate concerning two equally reputable techniques of Accounting in the oil and gas upstream operations ..... The controversy over the choice of any of the Accounting methods in preference to the other is exacerbated by the failure of standard setting bodies to make a defined and agreed choice of one method over the other. The large capital outlay and attendant profit or loss motivates investors, regulators, employees and other users of financial statement to show preference for a method which best serves their interest.
The peculiarity of oil and gas firms in terms of huge capital outlay, variability and volatility in earnings, government regulation, ownership structure, fluctuation in international prices of products, taxation, non-correlation between the amount of investment made and returns obtained and high sensitivity to market risk, operational risk and foreign exchange risk have attracted diverse interest in the activities, choice of accounting methods and reported numbers presented by these companies Umobong (2015).
For Example, Bierman et al, (1974) in support of the Full Cost (FC) method argues that drilling costs of unsuccessful search for reserves is a necessity to find reserves and therefore should be capitalized. He further argues that Full cost method is favorable to small companies as it gives a positive outlook of their income which makes it attractive to potential investors.
In line with the above argument, Brooks (2005) assert that if small companies adopt Successful Effort method, it will be extremely difficult to predict earnings due to fluctuations in income which might result in loss of investors. It is also argued that Full cost method encourages smaller companies to be more aggressive in exploration and subsequent discovery of more viable wells for expansion Umobong (2015). In contrast, bigger companies can easily absorb losses and drive smaller companies out of business but with Full cost method; untimely exit of smaller companies and monopoly by large companies is prevented thereby engendering competition.
On the other hand, supporters of Successful Effort (SE) method rely on the principle of prudence and conservatism and asserts that charging costs of unsuccessful Efforts to statement of Comprehensive income is in line with the concept which requires that losses are recognized immediately. They further supported their preference for Successful Effort method by suggesting that expensing cost of unsuccessful wells will eliminate tedious and long hours of work required in analysis and assignment of cost to specific acreages Umobong (2015).
This is in line with the definition of an asset under IASB as “a resource controlled by the entity as a result of past events and from which future economic benefits are expected to flow to the entity” and consistent with IAS 38 (Research and Development) which stipulates that research should meet the definition of an asset only if it is directly related to any particular product with future economic benefit” (Agbudo, 2013).
Proponents of the successful method also argue that users of financial statement will be able to estimate future cash flows better if costs which do not produce future economic benefits are not capitalized. In support of Successful Effort method, Baker (1976) argue that capitalization of losses by Full cost method leads to understatement of asset valuation and negates measurement theory while Successful Effort method in contrast only recognizes assets with a future flow of economic benefits.
Mgbame and Ukpebor (2016) who examined the determinants of the preference of accounting method of oil and gas companies in Nigeria find that putting these factors in perspective; Securities underwriting, Debt covenants, Political cost and except for Managerial compensation, the Full cost method appears to have a stronger correlation than the successful cost method.
Chen and Lee (1995) who investigated oil and gas firms that switched from the full cost to the successful efforts method during the 1985–1986 show that firms that switched to the successful efforts method provided their executives with bonuses that were based upon accounting income. It is however worthy of note that this period was characterized by the crash of oil prices and thus making it necessary for oil and gas firms relying on the full cost method to either take a write-down in their properties or to switch to successful efforts
4.        Conclusions
This seminar paper investigated oil and gas accounting practice given insight the practice form the view of academics and practitioners. The research shows that there are two major methods of accounting employed in the oil and gas industry. The method chosen by any given firm will be based on the peculiarities of the firm. For example, our findings indicates that smaller firms are more likely to use For example, our findings indicates that smaller firms are more likely to use full cost method as it gives a positive outlook o their income which makes it attractive to potential investors.
Furthermore, Small firms are less likely to use the successful effort method because it will be difficult to accurately measure or predict returns and this increases uncertainty which investors find unattractive. On the other hand, bigger firms with large cash reserves and investor base will be unperturbed by such risk since they have strategic reserves to help cushion such risk.
We also show in the work that some researchers prefer the successful effort method as it gives credence to the principle prudence and conservatism in recognizing income. Furthermore, they assert that the charging of cost of unsuccessful Efforts to statement of Comprehensive income is in line with the concept which requires that losses are recognized immediately. They further supported their preference for Successful Effort method by suggesting that expensing cost of unsuccessful wells will eliminate tedious and long hours of work required in analysis and assignment of cost to specific acreages. Finally, the findings show that the prevailing economic conditions may also be an important factor in the decision of oil and gas firms to switch from one accounting method to the other.
From the above we infer that firms will chose the method most suitable to it based o its size and the prevailing economic conditions in the country considering that any method that is chosen will have a direct effect on the firms cash-flow. 
References
Agbudo. E.E. “Accounting for Oil and gas reserves: implication for investors”. Themixoil and water.com 0ct,29, 2013
Bragg, Steven (2013). Full cost method definition and usage, retrieved from: http://www.accountingtools.com/questions-and-answers/full-cost-method-definition-and-usage.html
Bragg, Steven (2016). Successful efforts method, retrieved from: http://www.accountingtools.com/questions-and-answers/successful-efforts-method.html
Chen, K. C., & Lee, C.-W. (1995). Executive bonus plans and accounting trade-offs: The case of the oil and gas industry, 1985–1986. The Accounting Review, 70, 91–112.
Cooper, K., Flory, S. M. & Grossman, S. D. (1979) New Ballgame for Oil and Gas Accounting. The CPA Journal, Vol. 49(1) pp. 11-17
Dyckman, T. R. (1979) Market Effects of the Elimination of Full Cost Accounting in the Oil and Gas Industry: Another View. Financial Analysts Journal, Vol. 35(3) pp. 75-80.
Klingstedt, John (1970). “Effects of Full Costing in the Petroleum Industry,” Financial Analysts Journal (September–October 1979), pp.79–86.
Mgbame, C. O. & Ukpebor, I. O (2016). Determinants of the preference of accounting method of oil and gas companies in Nigeria, International Journal of Multidisciplinary Research and Development, Vol.3(2)
Mgbame, C. O.; Donwa, P. A. & Igunbor, A (2015) Upstream Financial Reporting Practices in the Oil and Gas Sector, International Journal of Advanced Academic Research-Social Sciences and Education, Vol.1(2)
Naggar, Ali (1978). Oil and Gas Accounting: Where Wall Street Stands, Journal of Accountancy, pp. 72–77.
PriceWaterHouseCoopers (2008). Financial reporting in the oil and gas industry: Energy, Utilities & Mining, International Financial Reporting Standards
PriceWaterhouseCoopers (2011) Financial Reporting in the Oil and Gas Industry International Financial Reporting Standards, www.pricewaterhousecooper.com
Umobong, A. A. (2015): Choice of Accounting Methods and Reported Earnings by Oil and Gas Producing Firms in Nigeria: A Critical Evaluation of Full Cost versus Successful Effort Methods, Arabian Journal of Business and Management Review Vol. 4(12)
William, Kross (1982). “Stock Returns and Oil and Gas Pronouncements: Replication and Extension,” Journal of Accounting Research


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MERGERS, ACQUISITION AND BUSINESS REORGANIZATION

AHAM  NZENWATA
1.     INTRODUCTION
Corporate restructuring includes mergers and acquisitions, amalgamation, takeovers, spin-offs, leveraged buyouts, buyback of shares, capital reorganization, sale of business units and assets, etc. mergers and acquisitions are the most popular means of corporate restructuring or business combinations (Pandey, 2010 ).
According to Arthur and Waya (1963) mergers and acquisitions have played an important role in the external growth of a number of leading companies the world over. In the United States, the first merger wave occurred between 1890 and 1904 and the second began at the end of the World War I and continued through the 1920s. The third merger wave commenced in the latter part of World War II and continues to the present day. About two-thirds of the large public corporations in the USA have merger or amalgamation in their history.
There are several aspects relating to mergers and acquisitions but they are all broadly discussed under the concept of corporate restructuring. Corporate restructuring refers to the changes in ownership, business mix, assets mix and alliances with a view to enhance the shareholder value (Arthur & Waya 1963).
Hence, corporate restructuring may involve ownership restructuring, business restructuring and assets restructuring. A company can affect ownership restructuring through mergers and acquisitions, leveraged buyouts, buyback of shares, spin-offs, joint ventures and strategic alliances.
Mergers and Acquisition as a form of business restructuring involves the reorganization of business units or divisions. It includes diversification into new businesses, outsourcing, divestment, brand acquisitions, etc.
The basic purpose of mergers and acquisition is to enhance the shareholder value. Companies continuously evaluate their portfolio of businesses, capital mix, and ownership and assets arrangements to find opportunities for increasing the shareholder value. They focus on assets utilization and profitable investment opportunities, and reorganize or divest less profitable or loss-making businesses/products. In this paper, our focus is on mergers and acquisition and business reorganization.
2.     THE CONCEPT OF MERGERS AND ACQUISITION
2.1   MERGERS
A merger is said to occur when two or more companies combine into one company. One or more companies may merge with an existing company or they may merge to form a new company. In a merger, there is complete amalgamation of the assets and liabilities as well as shareholders’ interests and businesses of the merging companies. In yet another mode of merger, a company may purchase another company without giving proportionate ownership to the shareholders of the acquired company or without continuing the business of the acquired company (ICAI, 2014).
Pandey (2010) defines mergers as the amalgamation of one or more companies (called amalgamating company or companies) with another company (called amalgamated company) or the merger of two or more companies to form a new company in such a way that all assets and liabilities of the amalgamating company or companies become assets and liabilities of the amalgamated company and shareholders holding not less than nine-tenths in the value of the shares in the amalgamating company or companies become shareholders of the amalgamated company.
According to Pandey (2010) Mergers may take two forms:
·       Merger through absorption
·       Merger through consolidation
ABSORPTION
Absorption is a combination of two or more companies into an existing company. All companies except one lose their identity in a merger through absorption. An example of this here in Nigeria is the Merger between United Bank for Africa (UBA) and Standard Trust Bank (STB) in which case UBA retained its identity.
CONSOLIDATION
Consolidation is a combination of two or more companies into a new company. In this form of merger, all companies are legally dissolved and a new entity is created. In a consolidation, the acquired company transfers its assets, liabilities and shares to the new company for cash or exchange of shares. In a narrow sense, the terms amalgamation and consolidation are sometimes used interchangeably.
2.2   ACQUISITION
A fundamena1 characteristic of merger (either through absorption or consolidation) is that the acquiring or amalgamated company (existing or new) takes over the ownership of other company and combines its operations with its own operations. On the other hand,  Acquisition may be defined as an act of acquiring effective control over assets or management of a company by another company without any combination of businesses or companies.
A substantial acquisition occurs when an acquiring firm acquires substantial quantity of shares or voting rights of the target company. Thus, in an acquisition, two or more companies may remain independent, separate legal entity, but there may be change in control of companies. An acquirer may be a company or persons acting in concert for the purpose of substantial acquisition of shares or voting rights or gaining control over the target company.
An acquisition or take-over does not necessarily entail full, legal control. A company can have effective control over another company by holding minority ownership. If a company wants to invest in more than 10 per cent of the subscribed capital of another company, it has to be approved in the shareholders’ general meeting. The investment in shares of other companies in excess of 10 per cent of the subscribed capital can result into their takeovers.
2.3   FORMS OF MERGER
There are three major types of mergers:
Horizontal merger: This is a combination of two or more firms in similar type of production, distribution or area of business. Examples would be combining of two book publishers or two luggage manufacturing companies to gain dominant market share.
Vertical merger: This is a combination of two or more firms involved in different stages of production or distribution. For example, joining of a TV manufacturing (assembling) company and a TV marketing company or the joining of a wool spinning company and a weaving company. Vertical merger may take the form of forward or backward merger. When a company combines with the supplier of material, it is called backward merger and when it combines with the customer, it is known as forward merger.
Conglomerate: This is a combination of firms engaged in unrelated lines of business activity. A typical example is merging of different businesses like manufacturing of cement products, fertilizers products, electronic products, insurance investment and advertising agencies. Transcorp Nigeria PLC with interests in Hotels, Oil and Gas, Telecommunications etc is a good example of a conglomerate company.
2.4   MOTIVES AND BENEFITS OF M&A
Ansoff et al (1971) believes that mergers and acquisitions are strategic decisions leading to the maximization of a company’s growth by enhancing its production and marketing operations.
Mergers and acquisitions have become popular in the recent times because of the enhanced competition, breaking of trade barriers, free flow of capital across countries and globalization of business as a number of economies are being deregulated and integrated with other economies.
A number of reasons are attributed for the occurrence of mergers and acquisitions. All of them are not real benefits. Based on the empirical evidence and the experiences of certain companies, the most common motives and advantages of mergers and acquisitions are explained below:
Accelerated Growth
Growth is essential for sustaining the viability, dynamism and value-enhancing capability of a company. A growth- oriented company is not only able to attract the most talented executives but it would also be able to retain them. Growing operations provide challenges and excitement to the executives as well as opportunities for their job enrichment and rapid career development. This helps to increase managerial efficiency. All things being equal, growth leads to higher profits and increase in the shareholders’ value. A company can achieve its growth objective by:
·       Expanding its existing markets
·       Entering in new markets
A company may expand and/or diversify its markets internally or externally. If the company cannot grow internally due to lack of physical and managerial resources, it can grow externally by combining its operations with other companies through mergers and acquisitions. Mergers and acquisitions may help to accelerate the pace of a company’s growth in a convenient and inexpensive manner.
Internal growth requires that the company should develop its operating facilities—manufacturing, research, marketing, etc. Internal development of facilities for growth also requires time. Thus, lack or inadequacy of resources and time needed for internal development constrains a company’s pace of growth.
The company can acquire production facilities as well as other resources from outside through mergers and acquisitions. Specially, for entering in new products/markets, the company may lack technical skills and may require special marketing skills and/or a wide distribution network to access different segments of markets. The company can acquire existing company or companies with requisite infrastructure and skills and grow quickly.
Enhanced Profitability
The combination of two or more companies may result in more than the average profitability due to cost reduction and efficient utilization of resources. This may happen because of the following reasons:
·       Economies of scale
·       Operating economies
·       Synergy
Economies of scale arise when increase in the volume of production leads to a reduction in the cost of production per unit. Merger may help to expand the volume of production without a corresponding increase in fixed costs. Thus, fixed costs are distributed over a large volume of production causing the unit cost of production to decline. Economies of scale may also arise from other indivisibilities such as production facilities, management functions, and management resources and systems.
This happens because a given function, facility or resource is utilized for a larger scale of operation. For example, a given mix of plant and machinery can produce scale economies when its capacity utilization is increased. Economies will be maximized when it is optimally utilized. Similarly, economies in the use of the marketing function can be achieved by covering wider markets and customers using a given sales force and promotion and advertising efforts. Economies of scale may also be obtained from the optimum utilization of management resource and systems of planning, budgeting, reporting and control.
In addition to economies of scale, a combination of two or more firms may result in cost reduction due to operating economies. A combined firm may avoid or reduce overlapping functions and facilities. It can consolidate its management functions such as manufacturing, marketing, R&D and reduce operating costs. For example, a combined firm may eliminate duplicate channels of distribution, or create a centralized training centre, or introduce an integrated planning and control system.
Synergy implies a situation where the combined firm is more valuable than the sum of the individual combining firms. It is defined as ‘two plus two equal to five’ (2 + 2 = 5) phenomenon. Synergy refers to benefits other than those related to economies of scale. Operating economies are one form of synergy benefits (Weston and Brigham, 1977). But apart from operating economies, synergy may also arise from enhanced managerial capabilities, creativity, innovativeness, R&D and market coverage capacity due to the complementarities of resources and skills and a widened horizon of opportunities (Weston and Brigham, 1977).
Diversification of Risk
Diversification implies growth through the combination of firms in unrelated businesses. Such mergers are called conglomerate mergers. It is difficult to justify conglomerate merger on the ground of economies, as it does not help to strengthen horizontal or vertical linkages. It is argued that it can result into reduction of total risk through substantial reduction of cyclicality of operations. Total risk will be reduced if the operations of the combining firms are negatively correlated (Pandey, 2010).
In practice, investors can reduce non-systematic risk (the company-related risk) by diversifying their investment in shares of a large number of companies. Systematic risk (the market, related risk) is not diversifiable. Therefore, investors do not pay any premium for diversifying total risk via reduction in non-systematic risk that they can do on their own, cheaply and quickly.
The reduction of total risk is advantageous through combination since the combination of management and other systems strengthen the capacity of the combined firm to withstand the severity of the unforeseen economic factors that could otherwise endanger the survival of individual companies. Conglomerate mergers can also prove to be beneficial in the case of shareholders of unquoted companies since they do not have the opportunity for trading in their company’s shares (Pandey, 2010).
Reduction in Tax Liability
In a number of countries, a company is allowed to carry forward its accumulated loss to set-off against its future earnings for calculating its tax liability. A loss-making or sick company may not be in a position to earn sufficient profits in future to take advantage of the carry-forward provision. If it combines with a profitable company, the combined company can utilize the carry-forward loss and save taxes.
Financial Benefits
There are many ways in which a merger can result in financial synergy and benefits. A merger may help in:
·       Eliminating the financial constraint
·       Deploying surplus cash
·       Enhancing debt capacity and
·       Lowering the financing costs
Financing constraint: A company may be constrained to grow through internal development due to shortage of funds. The company can grow externally by acquiring another company by the exchange of shares and thus release the financing constraint.
Surplus cash: A cash-rich company may face a different situation. It may not have enough internal opportunities to invest its surplus cash. It may either distribute its surplus cash to its shareholders or use it to acquire some other company. The shareholders may not really benefit much if surplus cash is returned to them since they would have to pay tax at ordinary income tax rate. Their wealth may increase through an increase in the market value of their shares if surplus cash is used to acquire another company. If they sell their shares, they would pay tax at a lower, capital gains tax rate. The company would also be enabled to keep surplus funds and grow through acquisition.
Debt capacity: A merger of two companies, with fluctuating, but negatively correlated, cash flows, can bring stability of cash flows of the combined company. The stability of cash flows reduces the risk of insolvency and enhances the capacity of the new entity to service a larger amount of debt. The increased borrowing allows a higher interest tax shield which adds to the shareholders wealth.
Increased Market Power
A merger can increase the market share of the merged firm. The increased concentration or market share improves the profitability of the firm due to economies of scale. The bargaining power of the firm vis-à-vis labour, suppliers and buyers is also enhanced. The merged firm can also exploit technological breakthroughs against obsolescence and price wars. Thus, by limiting competition, the merged firm can earn super-normal profit and strategically employ the surplus funds to further consolidate its position and improve its market power.
3.     CONCLUSION
Companies undertake corporate restructuring in order to enhance shareholders values. Corporate restructuring take the form of ownership restructuring, business restructuring and assets restructuring. Mergers and acquisitions result in change in ownership and enhanced shareholders value. There are huge benefits that are likely to accrue to companies that engae in corporate restructuring through mergers and acquisitions. However, such benefits compe accompanied by related costs. Therefore, a careful analyses and understanding of the prevailing business industry specific and business environment factors is necessary for the benefits of mergers and acquisition to be realized.  

REFERENCES
Ansoff, H. L. et al (1971) Acquisitive Nature of US Manufacturing Firms 1946-1965, Vanderbilt University Press, New York
Arthur, R. H. & Waya, H. (1963) A Critical Study of Accounting for Business Combination, Accounting Research Study, American Institute of Certified Public Accountants, New York.
ICAI, Statements of Accounting Standards (2014) Accounting for Amalgamation, New Delhi, http://www.icai.org/resource.as14.html
Pandey, I. M. (2010) Financial Management, 10th Edition, Vikas Publishing House Pvt Ltd, India
Weston, J. F. and Brigham, E. F. (1977) Essentials of Managerial Finance, Dryden Press, P. 515

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