Partnerships: Liquidation

Partnerships: Liquidation
Chapter 16 Partnerships: Liquidation Note: Students sometimes like to print slides as “handouts” with 1, 2, 3, 4, 6, or 9 slides per page for taking notes in class. It is sometimes best to print them using the “pure black and white” option on the color/gray scale dropdown menu to avoid dark boxes that are not conducive to note taking. Be aware that many instructors will only cover a sub-set of the slides available in this file. Also note that we have removed slides containing solutions to group or individual in-class exercises. You may want to print some slides (such as worksheets or slides with a large quantity of calculations) as a full page slide to facilitate working the exercise in class.

Understand and explain terms associated with partnership liquidations.
Learning Objective 1 Understand and explain terms associated with partnership liquidations.

Overview of Partnership Liquidations
The Uniform Partnership Act of includes seven sections which deal specifically with the dissolution and winding up of a partnership. Creditors have first claim to the partnership’s assets. After the creditors are fully satisfied, any remaining assets are distributed to the partners based on the balances in their capital accounts. 3

Dissociation The legal description of the withdrawal of a partner, including the following: A partner’s death. A partner’s voluntary withdrawal. A judicial determination. Not all dissociations result in a partnership liquidation. 4

Dissolution The dissolving of a partnership Events that cause dissolution and winding up: In a partnership at will, a partner’s express notice to leave the partnership. In a partnership for a definite term or specific undertaking: When after a partner’s death or wrongful dissociation, at least half of the remaining partners decide to wind up the partnership business. When all of the partners agree to wind up the business . When the term or specific undertaking has expired or been completed. 5

Events that cause dissolution and winding up: An event that makes it unlawful to carry on a substantial part of the partnership business. A judicial determination. On dissolution, the partnership begins the winding up of the partnership’s business. 6

Winding up and liquidation begins after the dissolution of the partnership. The partnership continues for the limited purpose of winding up the business and completing work in process. Winding up process includes the transactions necessary to liquidate the partnership. Some partnerships change to the liquidation basis of accounting once they no longer consider the business to be a going concern. 7

Loans to/from partners According to the UPA 1997, liabilities to partners for loans the partners made to the partnership generally have the same status as liabilities to the partnerships’ third party creditors. These loans have no priority for payment. Receivables from partners for loans or other advances made by the partnership to partners have the same status as other assets of the partnership. 8

Deficits in partners’ capital accounts Generally, a partner with a deficit in his or her capital account must make a contribution to the partnership to remedy that capital deficit. Liquidating distributions, in cash, are made to each partner with a capital credit balance. If a partner fails to remedy his or her capital deficit, all other partners must contribute, in the proportion to which those partners share partnership losses, the additional amount necessary to pay the partnership’s obligations. 9

Statement of partnership realization and liquidation May be prepared to guide and summarize the partnership liquidation process. Often called a “statement of liquidation.” It presents, in worksheet form, the effects of the liquidation on the partnership balance sheet accounts. 10

Practice Quiz Question #1
The difference between disassociation and dissolution is: a. Dissolution relates to adding a powder to a liquid. b. Disassociation relates to the withdrawal of a partner and dissolution relates to the winding up of a partnership. c. Dissolution relates to the dissolving of a partner’s personal assets. d. Dissolution relates to the withdrawal of a partner and disassociation relates to the winding up of a partnership.

Make calculations related to lump-sum partnership liquidations.
Learning Objective 2 Make calculations related to lump-sum partnership liquidations.

The Liquidation Process
Non-cash assets converted to cash. Creditors paid to the extent possible. Remaining funds (if any) distributed to partners.

Group Exercise 1: Lump-sum Liquidation
Partners Larry, Curly, and Moe share profits and losses in the ratio of 3:2:1, respectively. The partners voted to liquidate the partnership when its assets, liabilities, and capital were as follows: Cash $ 7,000 Liabilities $24,000 Non-cash assets 90,000 Loan, Larry 5,000 Loan, Moe 10,000 Capital, Larry 22,000 Capital, Curly 27,000 __________ Capital, Moe 9,000 Total Assets $97,000 Total Liabilities & Equity $97,000 Assume that all the noncash assets were sold for $42,000 and that all cash was distributed to outside creditors and partners. REQUIRED Prepare a statement of realization and liquidation.

Group Exercise 1: Lump-sum Liquidation
Partners Larry, Curly, and Moe share profits and losses in the ratio of 3:2:1, respectively. The partners voted to liquidate the partnership when its assets, liabilities, and capital were as follows: Cash $ 7,000 Liabilities $24,000 Non-cash assets 90,000 Loan, Larry 5,000 Loan, Moe 10,000 Capital, Larry 22,000 Capital, Curly 27,000 __________ Capital, Moe 9,000 Total Assets $97,000 Total Liabilities & Equity $97,000 Assume that all the noncash assets were sold for $42,000 and that all cash was distributed to outside creditors and partners. Priorities What to do with the loss on sale of non-cash assets? Pay outside debt. Pay inside debt. Distribute remainder to partners

Group Exercise 1: Solution
Larry, Curly, and Moe Statement of Realization and Liquidation Assets Outside Partners' Loans Partners' Capital Cash Noncash Liabilities Larry Moe Curly Beginning Balance 7,000) 90,000) (24,000) (5,000) (10,000) (22,000) (27,000) (9,000) Proceeds $42,000)  Book Value (90,000) Loss $(48,000) Larry (3/6) ($24,000) Curly (2/6) ($16,000) Moe (1/6) ($8,000)

Larry, Curly, and Moe Statement of Realization and Liquidation Assets Outside Partners' Loans Partners' Capital Cash Noncash Liabilities Larry Moe Curly Beginning Balance Asset sale & loss allocation Subtotal Right to setoff Outside Distributions Outside Loans Ending Balance

Sharing of Gains & Losses During Liquidation
Gains and losses incurred on the realization of noncash assets during liquidation are: allocated among the partners in the profit-and-loss sharing ratio (such as 4:3:1). unless agreed to otherwise by the partners.

Consequences of a Partner Being Personally Insolvent
A partner having a capital account deficit may be able to eliminate the deficit by capital contribution. setoff (against loans to the partnership). A deficit that cannot be eliminated is allocated to the remaining partners who have positive capital balances (using their P/L sharing ratio).

Consequences of a Partner Being Personally Insolvent
A partner that winds up absorbing some or all of another partner’s capital deficit has legal recourse against that partner. because that partner has broken the terms of the partnership agreement.

Sharing Profits and Losses: In The Ratio of Capital Balances
is one of the most important safeguards used in partnership agreements. results in no partner ever having a capital account deficit balance until the losses incurred in liquidation exceed the total partnership capital. Thus, all partners go into a deficit position simultaneously.

The Rule of Setoff A deficit balance in a partner’s capital account can be eliminated to the extent that such partner has a loan to the partnership. Note Payable to Jones Capital, Jones Balances before setoff $30,000) $(11,000) Apply rule of setoff (11,000) 11,000) Balances after setoff $19,000) $0)

How to Know You’ve Done it Right?
If you allocate losses correctly, the remaining cash balances at the end should be exactly enough to pay back partners’ capital balances. = Capital

Group Exercise 2: Lump-sum Liquidation—Insolvent
Partners Huey, Dewey, and Louie share profits and losses in the ratio of 3:3:2, respectively. The partners voted to liquidate the partnership when its assets, liabilities, and capital were as follows: Cash $ 2,000 Liabilities $35,000 NR from Louie 4,000 Loan, Dewey 17,000 Non-cash assets 82,000 Capital, Huey 11,000 Capital, Dewey 13,000 Capital, Louie 12,000 Total Assets $88,000 Total Liabilities & Equity $88,000 All the noncash assets of $82,000 were sold for $46,000. Louie was personally insolvent and unable to contribute any cash. Huey and Dewey were both personally solvent and able to eliminate any deficits in their capital accounts through setoff or contribution. All cash was distributed to outside creditors and partners. REQUIRED Prepare a statement of realization and liquidation.

Huey, Dewey, and Louie Statement of Realization and Liquidation Assets Outside Part Loan Partners' Capital Cash Noncash Liabilities Dewey Huey Louie Beginning Balance 2,000) 86,000 (35,000) (17,000) (11,000) (13,000) (12,000)

Huey, Dewey, and Louie Statement of Realization and Liquidation Assets Outside Part Loan Partners' Capital Cash Noncash Liabilities Dewey Huey Louie Beginning Balance 2,000) 86,000 (35,000) (17,000) (11,000) (13,000) (12,000) NR Write-off (4,000) 4,000) Proceeds $46,000)  Book Value (82,000) Loss $(36,000) Huey (3/8) ($13,500) Dewey (3/8) ($13,500) Louie (2/8) ($9,000)

Huey, Dewey, and Louie Statement of Realization and Liquidation Assets Outside Part Loan Partners' Capital Cash Noncash Liabilities Dewey Huey Louie Beginning Balance NR Write-off Asset sale & loss allocation Subtotal Write off Louie Right to setoff Huey contribution Outside Distributions Outside Loans Partners' Loans Ending Balance

Which of the following statements is true about a lump-sum partnership liquidation? Lump-sum liquidations take place over an extended period of time. Lump-sum liquidations can only take place when the partnership has two partners. Lump-sum liquidations relate mainly to corporations. Lump-sum liquidations take place all at once or over a short period of time .

Make calculations related to installment partnership liquidations.
Learning Objective 3 Make calculations related to installment partnership liquidations.

Installment Liquidations: Priority In Distributing Cash
What is an installment liquidation? Assets are sold over time. Cash is distributed throughout the liquidation process. Who gets priority in each round? No cash distributions are made to partners until outside creditors have been paid in full. This holds true for both: Lump-sum liquidations. Installment liquidations.

The Statement of Realization and Liquidation
is an historical statement. portrays what actually happened in the past (during the liquidation process). is usually prepared in a lump-sum liquidation (or as a “look back” at an installment liquidation).

The Schedule of Safe Payments
is a pro forma (what if) statement for installment liquidations. portrays what could happen in the future—on a worst-case basis. Must prepare a new schedule for each $ distribution

Cash Distribution Plan
The cash distribution plan is a pro forma (what if) statement for installment liquidations. is only prepared once at the beginning of the winding up process.

Installment Liquidations: “Inside” versus “Outside” Loans
Some people seem to have a “fixation” on “equality” between “inside” and “outside” debt. Strictly speaking, the UPA of 1997 says they are equal. In practice, partners frequently need to subordinate their debt to existing “outside” debt. We will assume subordination in all in-class examples. It makes sense to make payments in the following order: Outside debt Inside debt Capital However, this order can result in inequities. Partner gets payment for loan and spends it. Partner can’t make up deficit balance. Other partners have to cover the deficit. The legal doctrine of setoff effectively treats loans as additional capital investments to avoid inequities.

Thoughts on Installment Liquidations
Don’t sell everything at once … BE PATIENT! You can’t just start handing out cash! You need a plan to ensure FAIRNESS! Two types of “plans” for distributing cash: Cash Distribution Plan (beginning of the process) Schedule of Safe Payments (with each distribution) Ensures that no one gets too much cash too soon.

Group Exercise 3: Distributing Available $ to Partners
The partnership of Snap, Crackle, and Pop is in the process of being liquidated. The trial balance immediately after the sale of a portion of the noncash assets and full payment to outside creditors is as follows: Cash $27,000 NR from Crackle 13,000 Non-cash assets 42,000 Loan, Snap $12,000 Capital, Snap ,000 Capital, Crackle ,000 Capital, Pop __________ ,000 Totals $82,000 $82,000 Snap wants the available cash distributed to her to pay off her loan—she cites Section 807 of the UPA, which states that partners’ loans have priority over partners’ capital. Pop wants the cash distributed to him because he has the largest capital investment. Crackle believes that it should be distributed equally, which is how profits and losses are shared. REQUIRED Evaluate the position of each partner. Who should receive the $27,000 available cash? Optional: If subsequent to the cash distribution of $27,000, noncash assets having a book value of $30,000 are sold for $9,000, who receives the $9,000?

PART 1 Snap quotes the UPA properly but does not consider the rule of setoff, which essentially treats a partner’s loan as a capital contribution in determining how cash should be distributed to partners. Pop’s position indirectly states that he is most able to bear losses and the cash should be distributed considering this ability. This general approach is used in distributing cash to partners. Crackle’s position is without merit. The distribution of cash in liquidation is not related to the manner of sharing profits and losses.

Schedule of Safe Payments
No cash to partners until AFTER all outside creditors are paid in full. Before any cash goes to the partners, consider two hypothetical worst-case scenarios. All non-cash assets worthless (distribute losses) Assume partners absorb any deficits Cash only goes to partners with positive balances. It means they have enough excess invested to absorb even the worst possible scenarios!

Group Exercise 3 Continued: Schedule of Safe Payments
The partnership of Snap, Crackle, and Pop is in the process of being liquidated. The trial balance immediately after the sale of a portion of the noncash assets and full payment to outside creditors is as follows: Cash $27,000 NR from Crackle 13,000 Non-cash assets 42,000 Loan, Snap $12,000 Capital, Snap ,000 Capital, Crackle ,000 Capital, Pop __________ ,000 Totals $82,000 $82,000 Snap wants the available cash distributed to her to pay off her loan—she cites Section 807 of the UPA, which states that partners’ loans have priority over partners’ capital. Pop wants the cash distributed to him because he has the largest capital investment. Crackle believes that it should be distributed equally, which is how profits and losses are shared. REQUIRED Evaluate the position of each partner. Who should receive the $27,000 available cash? Optional: If subsequent to the cash distribution of $27,000, noncash assets having a book value of $30,000 are sold for $9,000, who receives the $9,000?

PART 2 The two worst-case assumptions are needed to determine who gets the cash. A schedule of safe payments follows: Schedule of Safe Payments to Partners Partner Snap Crackle Pop Preliquidation loan balance Preliquidation capital balance Preliquidation loan from partnership First worst-case assumption: Assume full loss of all non-cash assets Subtotal Second worst-case assumption: Assume Crackle's deficit is absorbed by other partners Cash to be distributed to Snap and Pop

Group Exercise 3 Continued: Schedule of Safe Payments
The partnership of Snap, Crackle, and Pop is in the process of being liquidated. The trial balance immediately after the sale of a portion of the noncash assets and full payment to outside creditors is as follows: Cash $27,000 NR from Crackle 13,000 Non-cash assets 42,000 Loan, Snap $12,000 Capital, Snap ,000 Capital, Crackle ,000 Capital, Pop __________ ,000 Totals $82,000 $82,000 Snap wants the available cash distributed to her to pay off her loan—she cites Section 807 of the UPA, which states that partners’ loans have priority over partners’ capital. Pop wants the cash distributed to him because he has the largest capital investment. Crackle believes that it should be distributed equally, which is how profits and losses are shared. REQUIRED Evaluate the position of each partner. Who should receive the $27,000 available cash? Optional: If subsequent to the cash distribution of $27,000, noncash assets having a book value of $30,000 are sold for $9,000, who receives the $9,000? Proceeds $9,000)  Book Value (30,000) Loss $(21,000)

PART 3 Snap Crackle Pop Loan Capital Beginning Balances $12,000) $10,000) $19,000) $41,000) First Cash Distribution Updated Balances Allocation of loss on sale

PART 3 Schedule of Safe Payments to Partners Beginning Balances are after the above cash distribution of $27,000 and after the $21,000 loss on the sale of noncash assets for $9,000. Schedule of Safe Payments to Partners Partner Snap Crackle Pop Preliquidation loan balance Preliquidation capital balance Preliquidation loan from partnership First worst-case assumption: Assume full loss of all non-cash assets Subtotal Second worst-case assumption: Assume Crackle's deficit is absorbed by other partners Cash to be distributed to Snap and Pop

Installment Liquidations: Different Strokes For Different Folks
The amount to be distributed to each partner at any point in time can be determined by preparing either of the following items: Schedules of safe payments at each cash distribution date. Will have to be done several times. A cash distribution plan at the beginning of the liquidation process. Need be done only once.

Installment Liquidations
The effect of distributing cash to partners based on either (a) schedules of safe payments or (b) cash distribution plans is to bring the capital balances into the profit-and-loss sharing ratio.

Installment Liquidations: Loss Absorption Potential
Conceptually, the first cash distribution to partners goes to that partner who has the highest loss absorption potential (LAP). This is not necessarily the partner who has the highest capital balance.

Installment Liquidations: Loss Absorption Potential—Calculating
The loss absorption potential (LAP) of each partner is calculated by dividing the partner’s capital balance by his or her profit-and-loss sharing percentage. Capital balance, Jones $80,000 = $400,000 Jones’ P/L sharing percentage 20% Loss Absorption Potential

Installment Liquidations: Loss Absorption Potential—Loans “To”
In calculating a partner’s loss absorption potential, a partner’s loan to the partnership is added to the partner’s capital balance. Capital balance, Jones $80,000 PLUS Note payable to Jones 10,000 Total $90,000 = $450,000 Jones’ P/L sharing percentage 20% Loss Absorption Potential

Installment Liquidations: Loss Absorption Potential—Loans “From”
In calculating a partner’s loss absorption potential, a partner’s loan from the partnership is subtracted from the partner’s capital balance. Capital balance, Jones $80,000 MINUS Note payable from Jones (5,000) Total $75,000 = $375,000 Jones’ P/L sharing percentage 20% Loss Absorption Potential

Installment Liquidations: Loss Absorption Potential—Implications
Consequences of Having the Highest Loss Absorption Potential: He or she will be: The first partner to receive cash. The partner that could suffer the greatest inequity in relation to his or her capital balance. It is NOT a good thing to have the highest loss absorption potential.

Group Practice: Loss Absorption Potential
The partnership of Snap, Crackle, and Pop is in the process of being liquidated. The trial balance immediately after the sale of a portion of the noncash assets and full payment to outside creditors is as follows: Cash $27,000 NR from Crackle 13,000 Non-cash assets 42,000 Loan, Snap $12,000 Capital, Snap ,000 Capital, Crackle ,000 Capital, Pop __________ ,000 Totals $82,000 $82,000 REQUIRED Calculate the loss absorption potential for Snap, Crackle, and Pop.

Snap Crackle Pop Capital $10,000) $19,000) $41,000) Loan to (from) partnership Profit/loss sharing ratio Loss absorption potential Based on these calculations, who should receive cash first?

In liquidation, cash distributions to partners are determined based on: Who has the highest capital balance. How profits and losses are shared. Partners’ loans to the partnership having priority over partners’ capital balances. The marshalling of assets principle. The rule of setoff. None of the above.

Group Exercise 3 Continued: Cash Distribution Plan
The partnership of Snap, Crackle, and Pop is in the process of being liquidated. The trial balance immediately after the sale of a portion of the noncash assets and full payment to outside creditors is as follows: Cash $27,000 NR from Crackle 13,000 Non-cash assets 42,000 Loan, Snap ,000 Capital, Snap ,000 Capital, Crackle ,000 Capital, Pop __________ ,000 Totals $82,000 $82,000 Snap wants the available cash distributed to her to pay off her loan—she cites Section 807 of the UPA, which states that partners’ loans have priority over partners’ capital. Pop wants the cash distributed to him because he has the largest capital investment. Crackle believes that it should be distributed equally, which is how profits and losses are shared. REQUIRED Evaluate the position of each partner. Who should receive the $27,000 available cash? Optional: If subsequent to the cash distribution of $27,000, noncash assets having a book value of $30,000 are sold for $9,000, who receives the $9,000?

Cash Distribution Plan: Snap, Crackle, and Pop
First $27,000 Distribution Snap Pop $ 27,000) Next $9,000 Distribution Snap Pop $ 9,000) Cash Distribution Plan Loss Absorption Potential Snap Crackle Pop Loan Capital 12,000 10,000 6,000 41,000 ) Loss absorption potential 66,000 18,000 123,000 Cash distributed to Pop Cash distributed to Pop/ Snap Priorities:

Group Exercise 4: Installment Liquidation
Partners Potter, Granger, and Weasley share profits and losses in the ratio 2:1:1, respectively. The partners voted to liquidate the partnership when its assets, liabilities, and capital were as follows: Cash $ 25,000 NR from Potter 15,000 Other assets 210,000 Liabilities $ 70,000 Loan, Granger ,000 Capital, Potter 44,000 Capital, Granger ,000 Capital, Weasley __________ ,000 Totals $250,000 $250,000 The partnership will be liquidated over a long period of time. Cash will be distributed to the partners as it becomes available. The first sale of noncash assets having a book value of $110,000 realized $80,000. REQUIRED Determine how the available cash should be distributed to the partners after this first sale.

Group Exercise 4: Schedule of Safe Payments
Step 1: Sale of Non-cash Assets Proceeds  Book Value, non-cash assets sold Realized loss Remaining non-cash assets Step 2: Payment of Outside Liabilities Original cash on hand + Sale proceeds Total cash available for debt payment  Payment of outside liabilities Cash available for distribution to partners

Step 3: Update Capital Balances Potter Granger Weasley Original balance 44,000) 10,000) 108,000)  Loss allocation from asset sale Updated Balance

Schedule of Safe Payments to Partners Potter Granger Weasley Loan to partnership Pre-distribution capital balance Loan from partnership Equivalent Capital First worst-case assumption: Assume full loss of all non-cash assets Subtotal Second worst-case assumption: Assume deficits are absorbed by Weasley Cash to be distributed to Weasley

Potter Granger Weasley Capital $44,000) $10,000) $108,000) Loan to (from) partnership Profit/loss sharing ratio Loss absorption potential Based on these calculations, who should receive cash first?

Group Exercise 4: Cash Distribution Pl
First $35,000 Distribution Potter Granger Weasley $ 35,000) Cash Distribution Plan 50% 25% Loss Absorption Potential Granger Potter Weasley Loan Capital 18,000 29,000 10,000 108,000 ) Loss absorption potential 58,000 112,000 432,000 Cash distributed to Weasley and Granger Priorities:

Which of the following is NOT true about the schedule of safe payments and cash distribution plans? a. Cash distribution plans are prepared multiple times during the liquidation as cash comes in. b. Cash distribution plans are prepared at the beginning of the liquidation. c. Schedules of safe payments are prepared multiple times during the liquidation as cash comes in. d. The allocation of assets to partners is the same under the cash distribution plan and schedule of safe payments.

Conclusion The End

Partnerships: Liquidation

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