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Partnership Liquidation
Partnership Liquidation
Partnerships:
Liquidation
McGraw-Hill/Irwin Copyright © 2011 by The McGraw-Hill Companies, Inc. All rights reserved.
LIQUIDATION
Order of Preference
16-4
Preference of Partnership Creditors and
Partners' Separate Creditors
16-5
METHODS OF PARTNERSHIP LIQUIDATION
16-7
Relative Journal Entries
16-8
Relative Journal Entries
16-9
Relative Journal Entries
16-10
Lump-Sum Liquidation
16-13
Overview of Partnership Liquidations
Dissociation
The legal description of the withdrawal of a
partner, including the following:
1. A partner’s death.
2. A partner’s voluntary withdrawal.
3. A judicial determination.
Not all dissociations result in a partnership
liquidation.
16-14
Overview of Partnership Liquidations
Dissolution
The dissolving of a partnership
Events that cause dissolution and winding up:
1. In a partnership at will, a partner’s express notice
to leave the partnership.
2. In a partnership for a definite term or specific
undertaking:
a) When after a partner’s death or wrongful dissociation, at
least half of the remaining partners decide to wind up the
partnership business.
b) When all of the partners agree to wind up the business .
c) When the term or specific undertaking has expired or
been completed.
16-15
Overview of Partnership Liquidations
16-16
Overview of Partnership Liquidations
16-17
Overview of Partnership Liquidations
16-18
Overview of Partnership Liquidations
16-20
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.
16-21
Learning Objective 2
16-22
The Liquidation Process
1. Non-cash assets
converted to cash.
2. Creditors paid to
the extent possible.
3. Remaining funds
(if any) distributed
to partners.
16-23
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.
16-24
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 16-25
Group Exercise 1: Solution
Larry, Curly, and Moe
Statement of Realization and Liquidation
Assets Outside Partners' Loans Partners' Capital
Cash Noncash Liabilities Larry Moe Larry Curly Moe
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)
16-26
Group Exercise 1: Solution
Larry, Curly, and Moe
Statement of Realization and Liquidation
Assets Outside Partners' Loans Partners' Capital
Cash Noncash Liabilities Larry Moe Larry Curly Moe
Beginning Balance
Subtotal
Right to setoff
Outside Distributions
Outside Loans
Partners' Loans
Partners' Capital
Ending Balance
16-27
Sharing of Gains & Losses During Liquidation
16-28
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).
16-29
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.
16-30
Sharing Profits and Losses: In The Ratio of Capital
Balances
16-31
The Rule of Setoff
16-32
How to Know You’ve Done it Right?
Capital
=
16-33
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.
16-34
Group Exercise 2: Solution
Huey, Dewey, and Louie
Statement of Realization and Liquidation
Assets Outside Part Loan Partners' Capital
Cash Noncash Liabilities Dewey Huey Dewey Louie
16-35
Group Exercise 2: Solution
Huey, Dewey, and Louie
Statement of Realization and Liquidation
Assets Outside Part Loan Partners' Capital
Cash Noncash Liabilities Dewey Huey Dewey Louie
Proceeds $46,000)
Book Value (82,000)
Loss $(36,000)
16-36
Group Exercise 2: Solution
Huey, Dewey, and Louie
Statement of Realization and Liquidation
Assets Outside Part Loan Partners' Capital
Cash Noncash Liabilities Dewey Huey Dewey Louie
Beginning Balance
NR Write-off
Asset sale & loss allocation
Subtotal
Write off Louie
Subtotal
Right to setoff
Huey contribution
Outside Distributions
Outside Loans
Partners' Loans
Ending Balance
16-37
Practice Quiz Question #2
16-38
Learning Objective 3
16-39
Installment Liquidations: Priority In Distributing
Cash
16-40
The Statement of Realization and Liquidation
16-41
The Schedule of Safe Payments
16-42
Cash Distribution Plan
16-43
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.
16-44
Thoughts on Installment Liquidations
16-47
Schedule of Safe Payments
16-48
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 10,000
Capital, Crackle 19,000
Capital, Pop __________ 41,000
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
1. Evaluate the position of each partner.
2. Who should receive the $27,000 available cash?
3. 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?
16-49
Group Exercise 3: Solution
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
16-52
Group Exercise 3: Solution
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
16-53
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.
16-54
Installment Liquidations
16-55
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.
16-56
Installment Liquidations: Loss Absorption
Potential—Calculating
16-57
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.
16-58
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
16-59
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.
16-60
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 10,000
Capital, Crackle 19,000
Capital, Pop __________ 41,000
Totals $82,000 $82,000
REQUIRED
Calculate the loss absorption potential for Snap, Crackle, and Pop.
16-61
Group Practice: Loss Absorption Potential
16-62
Practice Quiz Question #3
16-63
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 12,000
Capital, Snap 10,000
Capital, Crackle 19,000
Capital, Pop __________ 41,000
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
1. Evaluate the position of each partner.
2. Who should receive the $27,000 available cash?
3. 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?
16-64
Cash Distribution Plan: Snap, Crackle, and Pop
First $27,000 Distribution Next $9,000 Distribution
Snap Pop $ 27,000) Snap Pop $ 9,000)
Priorities:
16-65
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 18,000
Capital, Potter 44,000
Capital, Granger 10,000
Capital, Weasley __________ 108,000
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.
16-66
Group Exercise 4: Schedule of Safe Payments
Step 1: Sale of Non-cash Assets
Proceeds
Book Value, non-cash assets sold
Realized loss
16-67
Group Exercise 4: Schedule of Safe Payments
Updated Balance
16-68
Group Exercise 4: Schedule of Safe Payments
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
16-69
Group Practice: Loss Absorption Potential
16-70
Group Exercise 4: Cash Distribution Pl
First $35,000 Distribution
Potter Granger Weasley $ 35,000)
Priorities:
16-71
Practice Quiz Question #4
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.
16-72
Conclusion
The End
16-73