Corporate Liquidation and Reorganization Pertemuan Mata kuliah: F Akuntansi Keuangan Lanjutan II Tahun: 2010

1: Types of Bankruptcies Corporate Liquidations and Reorganizations

Insolvency Equity insolvency –Inability to pay debts on time May avoid bankruptcy proceedings Negotiate directly with creditors Bankruptcy insolvency –Having total debts in excess of the fair value of assets May be liquidated, or Reorganized

Types of Bankruptcies Chapter 7: Liquidation Trustee appoint to sell assets of business Chapter 9: Adjustments of Debts of a Municipality Chapter 11: Reorganization Debtor is expected to be rehabilitated Chapter 12: Farmers Chapter 13: Adjustment of Debts of an Individual with Regular Income

Characteristics Voluntary bankruptcy proceedings –Filed by debtor Involuntary bankruptcy proceedings –Filed by creditor or group of creditors Court action –Dismiss a case –Accept the petition –Change form Chapter 11 reorganization Chapter 7 liquidation

Duties of Trustee Trustee in liquidation cases Investigate debtor's financial affairs Provide information Examine, perhaps object to, creditor claims File report on trusteeship If authorized to operate debtor's business, other period reports are required In reorganization cases, in addition to above Filing reorganization plan or statement why one cannot be filed

Ranking of Claims: Liquidation

2: Corporate Liquidation Corporate Liquidations and Reorganizations

Statement of Affairs Legal document prepared for bankruptcy court –Assets at expected net realizable values –Classified on basis of availability for classes of creditors –Liabilities are classified Priority, fully secured, partially secured, unsecured –Historical values included for reference

Trustee Accounting At start of case –New set of books Through case –Records transactions –Statement of cash receipts and disbursements –Statement of changes in estate equity –Balance sheet –Statement of realization and liquidation At close of case –Final settlement of claims –Trustee is dismissed

3: Corporate Reorganization Corporate Liquidations and Reorganizations

Chapter 11: Balance Sheet Prepetition liabilities subject to compromise are reported as a separate line item in liabilities –Arose before filing –Include Unsecured and under-secured liabilities Prepetition secured liabilities and post petition liabilities reported in normal fashion Prepetition claims discovered after filing –Included at court allowed amounts

Chapter 11: Other Statements Reorganization costs shown separately Interest to be paid or probable amount –Differences from contractual amounts should be noted Expected stock or stock equivalent issuances should be disclosed Cash flow items related to reorganization shown separately

Combined Financial Statements Condensed combined financial statements are prepared for all entities in reorganization proceedings as supplementary information –Intercompany receivables and payables –Write-down if necessary

4: Emerging from Reorganization Corporate Liquidations and Reorganizations

Reorganization Value Approximates fair value of entity without considering liabilities –Discounted future cash flows of reorganized business –Consider business and financial risk Reorganization value determines how much creditors recover Emerging business will either use 1.Fresh start reporting 2.Report liabilities at present value and forgiveness of debt as extraordinary item

Qualify for Fresh Start Reporting Just before confirmation of the plan, –Revaluation value must be less than post petition liabilities and allowed claims, and –Holders of existing voting shares receive less than 50% of emerging entity

Apply Fresh Start Reporting Allocated reorganization value to identifiable assets –Unallocated amount is an intangible Reorganization value in excess of amounts allocated to identifiable assets Liabilities at current value at confirmation date Deferred taxes follow FASB No. 109 Prepare final reports of old entity

Reorganization Example Tiger files for protection under Chapter 11 on 1/5/08. Accordingly, it reclassifies prepetition liabilities. It obtains short term financing, acquires additional equipment and continues operations through 6/31/09 when the plan is approved. First, we'll look at the statements pre and post reorganization. Then we'll go through the entries and adjustments that occurred.

Balance Sheet Assets Filed 1/5/08 FYE 12/31/08 Before 6/30/09 Fair value 6/30/09 Revalu - ation AFTER 6/30/09 Cash Accounts receivable Inventory Other current assets50 30 Land Building, net (75)350 Equipment, net (30)260 Patent (125)0 Reorganization value in excess of identifiable assets 250 2,1002,0502,0551,950(105)2,200

Changes to Assets Fair values and revaluation amounts are shown on 6/30/09 for comparison. Tiger continues operations, records depreciation and even acquires equipment from filing on 1/5/08 to reorganization on 6/30/09. The reorganization revalues the assets to their fair value on that date. Patents are completely written off. Tiger records an intangible "Reorganization value in excess of identifiable assets" of $250. Not all reorganizations result in this intangible.

Filed 1/5/08 FYE 12/31/08 Before 6/30/09 AFTER 6/30/09 Short term borrowing (post)15075 Accounts payable (pre/post) Wages payable (post)5055 Taxes payable (pre)150 Accrued bond interest (pre)90 Note payable (pre)260 Subordinated debt (post) % bonds payable – current (post) % bonds payable (post) % bonds payable (pre)1,200 Liabilities subject to compromise 2,300 Capital stock (old)500 Capital stock (new) 800 Additional paid in capital 0 Deficit(700)(1,050)(1,000)0 2,1002,0502,0552,200 Balance Sheet – Liability & Equity

What Happened to Liabilities? Upon filing on 1/5/08, Tiger reclassifies the unsecured and partially secured liabilities at that point as Pre- petition Liabilities subject to compromise. Pre-petition Liabilities subject to compromise are reclassified or settled according to the plan. Accounts payable on 12/31/08 does not include any of the $600 due prior to filing. Taxes payable are still to be paid, and eventually recorded again in full.

Changes in Equity Some of the creditors receive stock in the reorganized firm. The old shareholders also receive stock, but now own only $100 of $800 of the stock at book value. Although some APIC was recorded in reorganizing, it was subsequently eliminated. If it had been sufficient to wipe out the deficit, no intangible "reorganization value in excess of identifiable assets" would be recorded. The Deficit is removed: Fresh Start!

Can Tiger Use Fresh Start? On 6/30/09 there were $255 in post-petition liabilities. All $2,300 pre-petition liabilities were allowed by the courts. Firm value is $2, Liabilities exceed reorganization value 2. Old shareholders retain less than 50% Yes, fresh start is appropriate. Post-petition liabilities$255 Allowed claims2,300 Total liabilities$2,555 Less reorganization value(2,200) Excess liabilities$355

Reorganization Plan: 6/30/09 Pre-petition Liabilities and Equity New Agreements Debt Dis- charge 15% partially secured bonds, $1200 $500 new stock, $500 senior 12% bonds, and another $100 bonds due 12/31/09$100 Priority tax claims $150 To be paid cash once confirmed$0 Remaining unsecured claims, $950: $600 accounts payable $275 subordinated debt and $140 new stock$185 $90 accrued interestForgiven$90 $260 note $120 subordinated debt and $60 new stock$80 Total debt discharged$455 Old stock$100 new stockEquity

Record New Debt Agreements This entry reclassifies the pre-petition debt according to the reorganization plan. Liabilities subject to compromise (pre)2,300 Taxes payable % senior debt % senior debt - current 100 Subordinated debt 395 Common stock (new) 700 Gain on debt discharge 455 settlement of prepetition claims

Give Shareholders New Shares They will lose control since creditors have $700 of common stock. Common stock (old)500 Common stock (new) 100 Additional paid in capital 400 exchange of stock with owners

Revalue Assets A loss is recorded in revaluing the assets. Refer back to the Asset side of the balance sheet. Inventory25 Land100 Loss on asset revaluation105 Buildings, net 75 Equipment, net 30 Patent 125 revalue assets to fair value

Calculate Balance in Retained Earnings (Deficit) If sufficient APIC had existed, there would be no intangible asset, and excess APIC would remain on the balance sheet. Deficit, 6/30/09(1,000) Gain on debt discharge455 Loss on asset revaluation(105) Final measure of deficit, 6/30/09 ($650) Write-off Additional paid in capital400 Reorganization value in excess of identifiable assets (intangible asset) ($250)

Eliminate Deficit in Equity The $1,000 deficit on 6/30/09 is adjusted for the gain on debt discharge and loss on asset revaluation. The net $650 deficit eliminates all of the APIC and creates a $250 intangible. Reorganization value in excess of identifiable assets 250 Gain on debt discharge455 Additional paid in capital400 Loss on asset revaluation 105 Deficit 1,000

Simplifying Assumptions All transactions are recorded on 6/30/09. Generally this takes some time. Creditors may have interest between submission and approval of plan. All pre-petition debt is approved. The $2,200 reorganization value of the firm probably used a discounted cash flow firm valuation model.

Disclosures Adjustments to historical values –Assets –Liabilities Debt forgiveness Prior retained earnings or deficit eliminated Significant factors in determining the reorganization value