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12850CHAPTER 13
ACCOUNTING FOR LEGAL REORGANIZATIONS
AND LIQUIDATIONS
Chapter Outline
I. Because of a myriad of possible financial or business difficulties, a company may become
insolvent, unable to pay its debts as they come due.
A. To ensure the equitable treatment of all parties involved with an insolvent company
(stockholders as well as creditors), laws have been written to provide structure for the
bankruptcy process in the United States.
B. At present, legal guidance is provided primarily by the Bankruptcy Reform Act of 1978
as amended.
1. This law attempts to arrive at a fair distribution of a debtor's assets.
2. It also seeks to discharge the obligations of an honest debtor.
II. Bankruptcy proceedings can be formally instigated by either the debtor or a group of
creditors.
A. A voluntary petition is filed with the court by the insolvent company while an involuntary
petition must be filed by a minimum number of creditors with, at least, a minimum level
of debt.
B. After a bankruptcy petition is received, normally the court will grant an order for relief to
halt all actions against the debtor.
III. Within the bankruptcy process, determining the appropriate classification of every creditor
is an important step in achieving a fair settlement.
A. Fully secured creditors hold a collateral interest in assets of the insolvent company
having a value in excess of the related liability.
B. Partially secured creditors also have a collateral interest but the expected net realizable
value will not satisfy the entire obligation.
C. Some unsecured obligations (including administrative expenses, certain debts to
employees, and government claims for unpaid taxes) have priority over other
unsecured debts.
D. All remaining unsecured creditors will receive assets from the debtor only after all of the
above claims have been satisfied.
V. Bankruptcy proceedings often conclude with the assets of the debtor being liquidated to
satisfy creditor claims (a Chapter 7 bankruptcy).
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Vl. As an alternative to liquidation, a company may seek to stay in business and attempt to
return to solvency (a Chapter 11 bankruptcy).
A. A reorganization plan has to be devised that can win the approval of each class of
creditors and each class of stockholders as well as the bankruptcy court.
B. Reorganization plans normally lay out a specific course of action designed to save the
company and can include proposed changes in operations, methods of generating
additional working capital, and a settlement of the debts that were in existence on the
day that the order for relief was entered.
Vll. Financial reporting during reorganization is important to allow parties to follow the progress
being made.
A. FASB’s Accounting Standards Codification, Topic 852, Reorganizations provides
guidance for preparing financial statements during the period that a company goes
through reorganization.
1. Gains, losses, revenues, and expenses that result from reorganization must be
reported separately on the income statement.
2. Professional fees incurred in connection with the bankruptcy must be expensed
immediately.
3. Liabilities subject to compromise are reported on the balance sheet based on the
expected amount of the allowed claims.
VIII. Fresh start accounting is often required when a company emerges from reorganization.
A. Assets are restated to current value but only if the fair value of assets is less than the
allowed claims and the original owners are left holding less than 50 percent of
company.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
B. The recognition of goodwill may also be required if the reorganization value of the
emerging company is greater than the value of the identifiable assets (both tangible
and intangible).
C. Retained earnings must be set at zero to indicate that a new entity has been formed.
What Do We Do Now?
Students are given a chance in this case to look at a non-accounting business decision: the
forcing of a valued client into bankruptcy. Thurber has already committed several unfortunate
mistakes in this case. For example, he has seen a dramatic slowdown in cash payments by
Abraham and Sons without seeking any further information about the prospects of the client.
Furthermore, he has let the treasurer pressure him into providing additional credit without any
valid justification. He is now being pushed by another company into filing a bankruptcy petition
without adequate assurance that Abraham and Sons has a real problem.
Because Thurber has not acted earlier, he should now request audited financial statements
from Abraham and Sons so that he can make a reasonable decision as to the course of action
to take. Once successful companies can falter and go bankrupt creating huge losses for their
creditors. Thurber needs to assess the risk and take appropriate action.
Many important figures can be gleaned from the company’s financial statements including the
amount of working capital, the current ratio, the debt to equity ratio, the trend in sales, the
trend in long-term debt, operating cash flows, the gross profit percentage, any expenses that
have risen at a fast rate, the amount of property that has been mortgaged, and the like.
Thurber should then ask for a face-to-face meeting with the treasurer (or another officer) of
Abraham and Sons. In this meeting, Thurber should discuss the possibility of having the
current debt secured in some manner as protection. The development of a formal repayment
schedule would also be wise.
If Thurber is not satisfied by the financial statements and the discussion with the client, he
should meet with the clothing manufacturer who has called as well as with a lawyer and/or
accountant. They should discuss possible actions and the outcomes that could result from
each. Inevitably, if loss of the receivable seems probable unless some action is taken, filing an
involuntary petition for bankruptcy may be the wisest decision. However, that procedure should
only be undertaken after adequate study has been made. In the long run, companies do not
prosper by having their clients go into bankruptcy.
Students often address this type of case as either a black or white issue: give more credit or
force the debtor into bankruptcy. The case simply does not provide enough data to arrive at
either choice. Thus, the students should be directed to consider the types of information that
could prove to be beneficial in making this decision. Often, in decision-making, the gathering of
information is the key step in arriving at the proper conclusion.
College textbooks frequently present fair value as if it were a known number that was easily
determined. Students may view an asset’s fair value as if getting that much money was
virtually assured. Thus, they often believe that producing a statement of financial affairs
requires little more than establishing and reporting what a buyer will pay for an asset.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
This case was written to emphasize that net realizable value might actually be no more than a
wild guess. Obviously, the value of most stocks and many bonds can be determined with
accuracy. However, other assets such as the building in this case might eventually prove to
have a liquidation value that can vary from zero (many deserted buildings are simply never
sold because no one wants to buy that type of building in that particular location even if it is in
great condition—many cities are filled with such structures) up to a significant amount.
The accountant faces the problem of preparing a statement of financial affairs that requires
that a single number be reported as the value of each asset. Users of this statement can then
make important financial decisions based on the number that is presented. Subsequently, the
actual amount received may be significantly higher or lower than the figure shown. The users
of the information may feel as if they have been mislead when, in fact, the accountant made
the best estimate possible.
Given the problems faced in determining fair value, the accountant will probably seek a very
conservative number for reporting purposes. In most cases, less potential damage will be
created by reporting a relatively low figure. However, use of a particularly low value may tempt
the creditors to allow the company to reorganize because little would seem to be gained by
forcing liquidation. For this reason, a conservative approach can favor the company
attempting to avoid liquidation.
Probably the most important lesson from this case is that decision makers should look with
skepticism on many of the numbers reported as representing fair value. In some cases, fair
value is a figure that can only be estimated and may depend on a number of factors that
cannot be anticipated in advance by the accountant or by anyone else.
Answers to Questions
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
2. In the United States today, the primary piece of federal legislation that governs most
bankruptcy proceedings is the Bankruptcy Reform Act of 1978 and its subsequent
amendments.
4. A voluntary bankruptcy petition is one filed by an insolvent company to gain protection from
its creditors. Creditors may also seek to prevent or limit losses by filing their own
(involuntary) petition. Where a company has at least 12 unsecured creditors, a minimum of
three (having total unsecured debts of over $15,325) must sign an involuntary petition. If
fewer than 12 unsecured creditors exist, only one is needed to file the petition but the
minimum debt level remains at $15,325.
5. The granting of an order for relief halts all actions against an insolvent company. The order
for relief provides the company as well as the creditors with time to decide on a future
course of action. It also brings the court into the process and provides a structure for what
might otherwise be a chaotic event, the distribution of assets to the parties involved.
6. A fully secured creditor has an obligation from an insolvent company but holds a collateral
interest in assets that have a value in excess of the debt. Thus, these parties can assume
that they will suffer no loss regardless of the outcome of the bankruptcy proceedings. A
partially secured creditor also has a collateral interest but the liability is larger than the
anticipated proceeds from the realization of the attached assets. A portion of the liability is
covered but a risk of loss still exists in connection with the remaining debt. Unsecured
creditors have no collateral interest and can only hope to collect after the various secured
interests have been satisfied. Obviously, this last group of creditors has the highest chance
of incurring a loss.
7. A liability classified "with priority" is still unsecured. However, because of provisions of the
Bankruptcy Reform Act of 1978, these debts must be paid before any other unsecured
obligations. Thus, the chance of loss is reduced, sometimes significantly. Unsecured
liabilities having priority include the following:
8. Administrative expenses are classified as liabilities with priority to offer some protection to
those individuals who serve the company during the period of insolvency. Without a
legitimate chance for monetary reward, few people would be willing to provide the various
administrative services needed during the bankruptcy process. Also, these debts were
incurred after the order for relief.
9. In a Chapter 7 bankruptcy, the assets of the insolvent company are liquidated to satisfy the
claims of the creditors. Business activities cease and noncash assets are sold. Conversely,
in a Chapter 11 bankruptcy, the company attempts to survive its financial problems and
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
return to solvency. A reorganization plan is developed that will allow the company to
continue operations and reach a settlement of its debts. This reorganization plan must be
accepted by each class of creditors, each class of stockholders, and the court.
10. Unsecured creditors often face the possibility of absorbing substantial losses in a Chapter
7 liquidation because their claims rank below fully secured and partially secured liabilities.
Frequently, little or nothing is expected. Because of this possibility, unsecured creditors
may feel that they have a better chance of limiting their losses by agreeing to a
reorganization plan to keep the company alive as a potential future customer.
11. The statement of financial affairs helps the parties involved with a bankruptcy to anticipate
their potential losses. It reports all assets of the insolvent company at net realizable value
whereas liabilities are classified as fully secured, partially secured, with priority, and
unsecured. Based on the potential cash inflows and outflows, an estimation can be made
of the losses that will be incurred by each group of claimants. A statement of financial
affairs is considered especially useful at the beginning of the bankruptcy process since it
can assist the parties in evaluating the outcome of various possible actions.
12. In general, a trustee is assigned to prevent loss of the insolvent company's assets and
oversee the liquidation and distribution process. A number of rather procedural tasks are
normally accomplished by the trustee shortly after appointment such as notifying the post
office, changing locks, obtaining possession of corporate records, and opening a new bank
account. Thereafter, the trustee might have to operate the company for a period of time to
complete any business still in process. The trustee also has the power to void any transfer
made by the debtor within 90 days prior to the filing of the bankruptcy petition if the
company was insolvent at the time. Subsequently, the trustee works to liquidate noncash
assets and make appropriate disbursements to the various claimants. During this entire
process, the trustee needs to make periodic reportings to the court and other interested
parties.
13. A trustee can demand the return of any payment (or other asset transfer) made within 90
days prior to the filing of a bankruptcy petition if the company was already insolvent. This
legal procedure is known as the voiding of a preference transfer and is intended to prevent
one party from gaining an unfair advantage over the remaining claimants. In effect, the
payment is viewed as a distribution of the insolvent company's assets, a process that is to
be controlled solely by the trustee and the court.
14. A statement of realization and liquidation is designed to report (1) the account balances of
the insolvent company at the date the order for relief is entered, (2) the liquidation of
noncash assets, (3) the cash distributions made to the various claimants, (4) any other
transactions incurred during this period, and (5) any remaining asset and liability balances.
Because of changes in U.S. GAAP, this statement is normally limited for internal reporting
purposes.
15. A company must follow the liquidation basis of accounting once liquidation becomes
imminent. That point is reached when a plan of liquidation has been approved by the
appropriate court or by individuals who have the authority to make that decision.
16. Liquidation is viewed as imminent (so that the liquidation basis of accounting is necessary)
if a formal plan of liquidation has been approved by the court in charge or by individuals
who have the authority to make that decision.
17. When a company is viewed as being in liquidation, then, at a minimum, a statement of net
assets in liquidation and a statement of changes in net assets in liquidation are required.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
18. If the liquidation basis of accounting is applied, assets are reported at the amount of cash
that is expected from that liquidation. Because assets often have to be liquidated rather
quickly, the amount of cash expected is often a lower amount than the fair value of those
assets.
19. If the liquidation basis of accounting is applied, liabilities continue to be reported based on
the amount of each claim. The accountant does not attempt to estimate the amount that
will have to be paid until formal agreements have been reached.
20. During the liquidation of an insolvent company, control is turned over to an outside trustee.
However, in a Chapter 11 bankruptcy (a reorganization), operations will usually be
continued so that an attempt can be made to arrive at a plan to save the company. While
the bankruptcy proceeds, control is normally retained by the ownership, a group that is
legally referred to as the debtor in possession.
21. In a Chapter 11 bankruptcy, the debtor in possession (the present ownership of the
company) is given the initial opportunity of filing a reorganization plan with the court. If a
formal proposal is not put forth by the debtor in possession within 120 days of the order for
relief or is not accepted within 180 days, any interested party has the right to submit a plan.
Bankruptcy proceedings often drag on for lengthy periods because the time limitations can
be extended by the court. However, the debtor’s exclusivity to propose a plan cannot be
extended beyond 18 months. In recent years, debtors have begun to push for quicker
resolutions so that matters can be finalized even if liquidation becomes necessary.
22. Numerous types of proposals are found in reorganization plans. For example, many will set
forth specific ideas for changes to be made in the company's operations (to increase
profitability) such as selling assets, closing stores, or terminating complete lines of
business. In addition, most reorganization plans identify sources that will be tapped in the
future to generate additional funding. Proposed changes in management (and the board of
directors) may also be spelled out in an attempt to persuade claimants that the company
will have the ability to overcome past economic problems. Last, and probably most
important, a reorganization plan must include some anticipated settlement of the claims
against the company that were in existence at the time the order for relief was entered.
Before any reorganization plan is approved, the creditors (as well as the court) must be
convinced that the financial rewards will outweigh the amounts that could be received from
liquidation.
23. To become effective, a reorganization plan must be accepted by all interested parties. For
approval, each class of creditors (more than two-thirds in dollar amount and one-half in
number) must vote for the proposal. Each group of stockholders (two-thirds of the shares
being voted) must also accept the plan. The court will then confirm the reorganization plan
but only if the court feels that all parties are being treated fairly. The court also has the
authority to confirm a proposal even if not accepted by the creditors or stockholders. This
procedure (known as a "cram down") is only used if the plan is judged to be fair and
equitable.
24. A "cram down" is a legal provision whereby the court can confirm a reorganization proposal
for an insolvent company even though the plan has not been accepted by a particular class
of creditors or stockholders. This step is not taken unless the court believes the plan being
put forth is fair and equitable.
25. During reorganization, some debts are in jeopardy of being settled at a significantly
reduced amount whereas others will probably be paid at face value. Unsecured and
partially secured liabilities are likely to be settled at a lowered figure. Conversely, fully
secured liabilities and any debts incurred during the reorganization period are normally not
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
26. A company going through a Chapter 11 bankruptcy will report specified reorganization
items on its income statement separately from operating figures. However, these
reorganization items are reported prior to income tax expense rather than in a manner
similar to an extraordinary item. These separately disclosed figures include gains and
losses on the sale of assets necessitated by the reorganization. Professional fees incurred
in connection with the reorganization are also reported in a similar manner as well as any
interest revenue that would not have been earned except for the bankruptcy proceeding.
28. “Fresh start accounting” refers to the adjustment of a company's assets to current value at
the time the organization emerges from bankruptcy. A company must use fresh start
accounting if two criteria are met at the time the reorganization is finalized: (1) the fair value
of the assets is less than the total allowed claims as of the date of the order for relief plus
the liabilities incurred during reorganization and (2) the original owners are left with less
than 50 percent of the voting stock.
In fresh start accounting, all assets are reported at current value while liabilities are
reported based on the present value of the settlement amounts. If the reorganization value
of the company as a whole is greater than the total fair value of the individual assets,
goodwill is reported for the excess.
Initially, in fresh start accounting, retained earnings must be reported at a zero balance.
29. Fresh start accounting is used by companies that are emerging from a bankruptcy
reorganization if the value of the assets held at that time are less than the allowed claims
associated with company’s liabilities (those present at the date of the order for relief and
those incurred since that date) and the original owners are left with less than 50 percent of
the voting stock of the reorganized company.
30. In fresh start accounting, the tangible and intangible assets of the company are reported at
their fair values. Liabilities are reported at the present value of the future cash flows.
31. When a company emerges from bankruptcy, the reorganization value of its assets as a
whole must be determined. The figure is normally computed by discounting anticipated
future cash flows from the business. This figure is then assigned to the various assets of
the company based on individual fair values. The total reorganization value may well be
greater than the current value of the individual assets. If so, the residual amount is
recorded as the intangible account Goodwill. Each year (or more often in some cases) it is
reviewed for impairment.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Answers to Problems
1. B
2. D
3. B
4. C
5. A
6. D
7. C
8. B
9. C
10. B
11. A
12. A
13. A
14. B
15. C
16. B
17. D
18. B
19. D
20. A
21. C
22. A
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
23. D
24. C
25. C
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Free Assets:
Current Assets ........................................................... $ 35,000
Buildings and Equipment ......................................... 110,000
Total ..................................................................... $145,000
Unsecured Liabilities
Notes Payable (in excess of value of security) ...... $ 30,000
Accounts Payable ..................................................... 85,000
Bonds Payable ........................................................... 70,000
Total ..................................................................... $185,000
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Free Assets:
Other Assets .............................................................. $ 80,000
Excess from Assets Pledged with Fully Secured
Creditors ($116,000 – $70,000) ............................ 46,000
Total ..................................................................... $126,000
Unsecured Liabilities:
Excess of Partially Secured Liabilities Over Pledged
Assets ($130,000 – $50,000) ................................ $ 80,000
Unsecured Creditors ................................................. 200,000
Total ..................................................................... $280,000
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Free Assets:
Cash ........................................................................... $60,000
Excess from Assets Pledged with Fully Secured
Creditors ($110,000 – $90,000)............................. 20,000
Total....................................................................... $80,000
Unsecured Liabilities:
Excess of Partially Secured Liabilities Over
Pledged Assets ($170,000 – $140,000)................ $ 30,000
Accounts Payable...................................................... 190,000
Total ..................................................................... $220,000
Payment on Bond:
Value of Pledged Asset.............................................. $140,000
26% of Remaining $30,000........................................ 7,800
Total to be Received by holders.......................... $147,800
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
The holder of Debt 2 will receive $100,000 from the sale of the pledged asset.
This creditor wants to receive $142,000 out of the total debt of $170,000.
Thus, $42,000 must be collected from the remaining debt of $70,000. That is
a payoff of 60 percent of the unsecured debt ($42,000/$70,000). To get the
additional $42,000, the company must be able to generate enough cash to (a)
pay off 100 percent of the liabilities with priority ($110,000) and (b) also pay 60
percent of the unsecured liabilities.
Unsecured Liabilities:
Unsecured Creditors ...................................................... $230,000
Excess Liability of Debt 1 in Excess of Pledged Asset
($210,000 – $180,000) ................................................ 30,000
Excess Liability of Debt 2 in Excess of Pledged Asset
($170,000 – $100,000) ................................................ 70,000
Total Unsecured Liabilities.................................. $330,000
Necessary Payoff Percentage ....................................... 60%
Cash Needed For These Liabilities ............................... $198,000
In order for the holder of Debt 2 to receive exactly $142,000, the other free
assets must be sold for $308,000. With that much money, the liabilities with
priority ($110,000) can be paid with the remaining $198,000 going to help
cover the unsecured debts of $330,000. That is 60 percent coverage of those
debts ($198,000/$330,000). This 60 percent figure would insure that the
holder of Debt 2 would get $100,000 from the pledged asset and $42,000
($70,000 x 60%) from the free assets.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
b. The bank will receive a total of $100,800. The secured interest will generate
$90,000 (for the $120,000 note). The remaining $30,000 liability is unsecured
so that only an additional payment of $10,800 (36%) can be expected.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Note payable B is unsecured. The holders want at least $129,000 of the total
balance of $258,000. Thus, at least enough money must become available to
pay 50 percent of the unsecured debts ($129,000/$258,000). All values for
assets are known except for the company’s equipment.
Unsecured Liabilities:
Accounts payable....................................................... $188,000
Note payable A—unsecured portion (186,000-168,000) 18,000
Note payable B .......................................................... 258,000
Total ..................................................................... $464,000
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Unsecured Liabilities:
Accounts payable....................................................... $90,000
Bonds payable (less secured interest in
building: $300,000 – $180,000)............................ 120,000
Unsecured liabilities............................................. $210,000
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
The individual assets of Larisa Company have a total fair value of $700,000
but a reorganization value of $760,000. Thus, an intangible asset (Goodwill)
equal to the $60,000 must be recognized.
In addition, the retained earnings deficit must be eliminated and all other
asset and liability accounts adjusted to the value on the day that the company
exits from bankruptcy.
Because common stock was transferred directly from the previous owners to
the creditors, no entry is needed for the stock account. Because the
reorganization value is $760,000 but liabilities are $300,000, stockholders’
equity must be $460,000. Retained earnings will be zero and common stock
will remain $330,000. Thus, additional paid-in capital should be adjusted to
$130,000 ($460,000 less $330,000).
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
37. (15 Minutes) (Prepare income statement for company going through a
bankruptcy reorganization)
ADDISON CORPORATION
Income Statement
Reorganization items:
Loss on closing of branch ...................................... (109,000)
Professional fees ...................................................... (71,000)
Interest revenue ......................................................... 32,000 (148,000)
Loss before income tax benefit .................................... (28,000)
Income tax benefit (20 percent) .................................... 5,600
Net loss ..................................................................... $(22,400)
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
38. (15 Minutes) (Description of balance sheet for a company emerging from
bankruptcy reorganization)
a. FASB ASC Topic 852 (Reorganizations) states that a company that is exiting
bankruptcy is considered a new entity (so that fair values would be applicable
for reporting purposes) if two criteria are met. Otherwise, the company is
simply considered to be a continuation of the old concern, a company that
should keep reporting its historical cost figures.
The first criterion is that the fair value of the assets of the emerging company
must be less than the allowed claims as of the date of the order for relief (plus
liabilities incurred during reorganization).
The second criterion is that the original owners must be left with less than 50
percent of the voting stock of the emerging company.
Whenever both of these criteria are met, the company's assets should be
reported at their current fair values.
b. Under fresh start accounting, the assets are adjusted to current value on the
date that the company successfully emerges from bankruptcy reorganization.
A reorganization value for the entity’s assets as a whole is first determined by
discounting the cash flows that are anticipated. This balance is assigned to
identifiable assets (both tangible and intangible) in the same manner as in a
purchase combination. Any amount of the reorganization value that exceeds
the assigned total is recorded as goodwill.
c. The reorganization value in excess of the value of the identified assets and
liabilities is reported as the intangible asset goodwill. Goodwill is reviewed
each year for impairment.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
JAEZ CORPORATION
Balance Sheet
December 31, 2015
Current assets:
Cash ........................................................................... $ 23,000
Inventory .................................................................... 45,000 $ 68,000
Stockholders' equity
Common stock .......................................................... 200,000
Retained earnings (deficit) ....................................... (233,000)
Total liabilities and shareholders' (deficit) ........ $ 582,000
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
40. (40 Minutes) (Prepare journal entries for company emerging from bankruptcy
using fresh start accounting)
Preliminary computations:
BOOK VALUES PRIOR TO EMERGING FROM REORGANIZATION
— Total assets at book value = $710,000 ($100,000 + $112,000 + $420,000 +
$78,000)
— Total liabilities at book value = $800,000 ($80,000 + $35,000 + $100,000 +
$200,000 + $185,000 + $200,000)
— Total common stock = $240,000 (given)
— Deficit = $330,000 (given)
— Since the above accounts balance, no additional paid-in capital must exist at
this time.
JOURNAL ENTRIES
— Land and Buildings ................................................... 80,000
Goodwill ..................................................................... 45,000
Accounts Receivable ........................................... 20,000
Inventory ............................................................... 22,000
Equipment ............................................................ 13,000
Additional Paid-In Capital (to balance) .............. 70,000
To adjust accounts to fair value as part of fresh
start accounting.
13-23
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
40. (continued)
13-24
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Education.
Chapter 13 - Accounting for Legal Reorganizations and Liquidations
41. (25 Minutes) (Prepare a balance sheet for a company emerging from
bankruptcy reorganization)
a. Smith Corporation must apply fresh start accounting because it meets both
requirements established by FASB:
The reorganization value of $800,000 of the company is less than the
allowed claims of $730,000 ($180,000 + $200,000 + $350,000) plus the
liabilities incurred following the order for relief of $97,000.
The original owners are left with less than 50 percent (40 percent actually)
of the voting stock.
b. Because the company has a reorganization value of $800,000 but only
$653,000 can be assigned to specific assets based on fair value, the
remaining $147,000 is reported as Goodwill.
SMITH CORPORATION
Balance Sheet
December 31, 2015
ASSETS
Current Assets:
Accounts receivable ................................................. $ 18,000
Inventory .................................................................... 111,000 $129,000
Land, Buildings, and Equipment:
Land and buildings ................................................... 278,000
Machinery ................................................................... 121,000 399,000
Intangible Assets:
Patents........................................................................ 125,000
Goodwill ..................................................................... 147,000 272,000
Total Assets .......................................................... $800,000
13-25
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Unsecured debts:
Accounts payable....................................................... $283,000
Partially secured liabilities in excess of pledged assets
($180,000 – $103,000) ........................................... 77,000
Total unsecured debts ........................................ $360,000
13-26
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
LIMESTONE COMPANY
Statement of Financial Affairs
June 3, 2015
Available for
Book Unsecured
Values Assets Creditors
Pledged with Fully Secured Creditors:
$400,000 Land and buildings $310,000
Less: Notes payable-long-term (190,000) $120,000
Free Assets:
3,000 Cash ................................................................. 3,000
65,000 Accounts receivable ....................................... 26,000
88,000 Inventory ......................................................... 80,000
Total amount available to pay liabilities
with priority and unsecured creditors...... $229,000
Less: Liabilities with priority
(listed below).............................................. (42,000)
Available for unsecured creditors ................ $187,000
Estimated deficiency....................................... 21,000
$736,000 $208,000
13-27
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
43. (continued)
Unsecured—
Book Nonpriority
Values Liabilities and Stockholders' Equity Liabilities
Unsecured Creditors:
88,000 Accounts payable (other than salaries) 88,000
198,000 Stockholders' equity....................................... - 0-
$736,000 $208,000
13-28
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
13-29
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
a. Because the land's net realizable value is less than the amount of the secured
note payable, the debt will be reported on a statement of financial affairs as a
liability owed to "partially secured creditors." The $80,000 obligation is
disclosed in this manner and then reduced by the $48,000 anticipated cash
proceeds. The remaining $32,000 balance will be shown by Anteium as an
unsecured nonpriority liability.
The land is still reported as an asset, one pledged with partially secured
creditors. The $31,000 cost is revealed within the statement of financial affairs
although this information is not considered relevant in liquidation. The
$48,000 net realizable value is reported but is offset by the $80,000 liability.
Thus, no cash will be available to unsecured creditors unless a greater
amount is generated by the sale.
b. Fresh start accounting must be used because the reorganization value is less
than the debts and the original owners are left with less than 50 percent of the
voting stock.
After reorganization, the assets will be reported at $82,000 with one $5,000
debt. Since the common stock has a total par value of $40,000, additional
paid-in capital must be $37,000. Retained earnings will be zero.
13-30
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
45. (continued)
c. The bank will collect a total of $59,000. Obviously, the $50,000 proceeds
generated by the land sale must go to the bank with the remaining $30,000
obligation then being ranked as an unsecured-nonpriority liability. Anteium
(the insolvent company) will have $15,000 of the $26,000 cash left after paying
the $11,000 administrative expenses. Unsecured debts total $50,000 ($30,000
from the note and $20,000 of accounts payable). Thus, 30% of these debts will
be paid ($15,000/$50,000). The bank collects an additional $9,000 ($30,000 x
30%); the accounts payable collect $6,000 ($20,000 x 30%).
13-31
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
47. (40 Minutes) (Prepare journal entries for company emerging from bankruptcy
using fresh start accounting)
JOURNAL ENTRIES
—Investments ................................................................. 14,000
Land ............................................................................. 23,000
Buildings ..................................................................... 52,000
Goodwill ....................................................................... 27,000
Accounts Receivable ............................................ 20,000
Inventory ................................................................ 16,000
Equipment .............................................................. 31,000
Additional Paid-In Capital (to balance)................ 49,000
To adjust accounts to fair value as part of fresh
start accounting.
13-33
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
47. (continued)
13-34
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
48. (40 Minutes) (Prepare statement of financial affairs and determine amounts to
be paid in liquidation)
a. OREGON CORPORATION
Statement of Financial Affairs
Available for
Book Unsecured
Values Assets Creditors
Pledged with Fully Secured Creditors:
$33,000 Land (Plots A and D) $43,000
Less: Notes payable (30,000) $13,000
Pledged with Partially Secured Creditors:
28,000 Land (Plots B and C) $25,000
Less: Notes payable (30,000) -0-
Free Assets:
6,000 Cash 6,000
25,000 Accounts receivable 12,000
Total available to pay liabilities with
priority and unsecured creditors $31,000
Less: Liabilities with priority
(listed below) 28,000
Available for unsecured creditors $ 3,000
Estimated deficiency 47,000
$92,000 $50,000
Unsecured—
Book Nonpriority
Values Liabilities and Stockholders' Equity Liabilities
Liabilities with Priority:
-0- Administrative expenses (estimated) $16,000
$12,000 Salaries payable 12,000
Total (as shown above) $28,000
Fully Secured Creditors:
30,000 Notes payable $30,000
Land (Plots A and D) (43,000) -0-
Partially Secured Creditors:
30,000 Notes payable $30,000
Land (Plots B and C) (25,000) $ 5,000
Unsecured Creditors:
25,000 Notes payable 25,000
20,000 Accounts payable (less salaries
shown above) 20,000
(25,000)* Stockholders' equity
$92,000 $50,000
*Derived as a balancing figure.
13-35
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
48. (continued)
Cash of $11,240 will be paid on the note payable that is secured by plot B. The
land is to be sold for $11,000 leaving a $4,000 unsecured debt. Since 6% of
this amount is expected to be paid, the holder will only receive an additional
$240.
d. Selling plot D for $30,000 rather than $27,000 generates an additional $3,000
in available cash. The statement of financial affairs produced above would
then report $6,000 as the amount available for unsecured nonpriority claims
or 12% of the total ($6,000/$50,000). After plot B is sold for $11,000, the
remaining $4,000 of this note is classified as an unsecured nonpriority
liability. Since 12% of this amount is to be paid, an additional $480 is
transferred to the holder of the note for a total of $11,480.
13-36
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Free Assets:
1,000 Cash 1,000
25,000 Accounts receivable 15,000
100,000 Inventory 33,000
15,000 Investments 21,000
Total available to pay liabilities with
priority and unsecured creditors $75,000
Less: Liabilities with priority
(listed below) (22,000)
Available for unsecured creditors $53,000
Estimated deficiency 115,000
$195,000 $168,000
13-37
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
49. (continued)
Unsecured—
Book Nonpriority
Values Liabilities and Stockholders' Equity Liabilities
Liabilities with Priority:
-0- Administrative expenses (estimated) $16,000
$5,000 Salaries payable 5,000
1,000 Payroll taxes payable 1,000
Total (above) $22,000
Fully Secured Creditors:
70,000 Notes payable $70,000
Land and building (75,000) -0-
Partially Secured Creditors:
150,000 Notes payable $150,000
Equipment (19,000) $ 131,000
Unsecured Creditors:
33,000 Accounts payable 33,000
4,000 Advertising payable 4,000
(68,000) Stockholders' equity
$195,000 $168,000
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
'1'
50. (30 Minutes) (Prepare a statement of realization and liquidation)
a. LYNCH, INC.
Statement of Realization and Liquidation
March 14, 2015 to July 23, 2015
Stock-
Liabilities Fully Partially Unsecured holders'
Noncash with Secured Secured Nonpriority Equity
Cash Assets Priority Creditors Creditors Liabilities (Deficits
b. The statement of realization and liquidation prepared in (a) indicates that $81,000 in cash remains. $26,000 of
this amount must be distributed to liabilities with priority leaving $55,000 for unsecured nonpriority creditors.
Since (as shown) these unsecured liabilities amount to $186,000, only 30% (rounded) ($55,000/$186,000) of
each debt will be paid. Thus, a creditor holding a $1,000 claim will receive cash of approximately $300.
13-39
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
51. (30 Minutes) (Prepare Journal entries for company emerging from bankruptcy
using fresh start accounting)
JOURNAL ENTRIES
— Goodwill ..................................................................... 15,000
Additional Paid-In Capital ................................... 15,000
To adjust to total reorganization value as part of fresh
start accounting ($225,000 – $210,000).
13-40
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Research Case 1
This case allows the student to review the official information provided by the
Securities and Exchange Commission in connection with bankrupt
organizations, as well as gain information about reporting requirements for
organizations in bankruptcies. In addition, this assignment allows the student to
see how the SEC attempts to educate the public on matters pertaining to
financial investing.
13-41
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Research Case 2
This assignment provides the student with the chance to work with actual data
from a real company. Thus, students get a feel for the process of retrieving
information of interest about a company that is going through bankruptcy. In
addition, this assignment can help them appreciate the frustration that
sometimes comes about when analyzing financial statements. Textbooks often
have information laid out for students so that analysis may resemble a “connect
the dots” assignment. In reality, pages and pages of data are often available that
require slow and meticulous study.
Here is the actual note – parts (a) and (b) -- as supplied by the company. This
information can serve as the basis for considerable class discussion.
On April 30, 2010 (the ‘‘Effective Date’’), the Bankruptcy Court entered an order
confirming the Debtors’ Modified Fourth Amended Joint Plan of Reorganization
(the ‘‘Plan’’) and the Debtors emerged from Chapter 11 by consummating their
restructuring through a series of transactions contemplated by the Plan
including the following:
• Name Change. On the Effective Date, but after the Plan became effective and
prior to the distribution of securities under the Plan, SFI changed its corporate
name to Six Flags Entertainment Corporation. As used herein, unless the context
requires otherwise, the terms ‘‘we,’’ ‘‘our,’’ and ‘‘Six Flags’’ refer collectively to
Six Flags Entertainment Corporation and its consolidated subsidiaries, and
‘‘Holdings’’ refers only to Six Flags Entertainment Corporation, without regard to
the respective subsidiaries. As used herein, ‘‘SFI’’ means Six Flags, Inc. as a
Debtor or prior to its name change to Six Flags Entertainment Corporation. As
used herein, the ‘‘Company’’ refers collectively to SFI or Holdings, as the case
may be, and its consolidating subsidiaries.
• Common Stock. Pursuant to the Plan, all of SFI’s common stock, preferred
stock purchase rights, preferred income equity redeemable shares (‘‘PIERS’’)
and any other ownership interest in SFI including all options, warrants or rights,
contractual or otherwise (including, but not limited to, stockholders agreements,
registration rights agreements and rights agreements) were cancelled as of the
Effective Date.
On June 21, 2010, the common stock commenced trading on the New York Stock
Exchange under the symbol ‘‘SIX.’’
• Prepetition Indebtedness. Pursuant to the Plan and on the Effective Date, all
outstanding obligations under notes issued by SFI and SFO (collectively, the
‘‘Prepetition Notes’’) were cancelled and the indentures governing such
obligations were cancelled, except to the extent to allow the Debtors,
Reorganized Debtors (as such term is defined in the Plan) or the relevant
Prepetition Notes indenture trustee, as applicable, to make distributions
pursuant to the Plan on account of claims related to such Prepetition Notes. The
Prepetition Notes were as follows: (i) SFI’s 87⁄8% Senior Notes due 2010 (the
‘‘2010 Notes’’), (ii) SFI’s 93⁄4% Senior Notes due 2013 (the ‘‘2013 Notes’’), (iii)
SFI’s 95⁄8% Senior Notes due 2014 (the ‘‘2014 Notes’’), (iv) SFI’s 4.50%
Convertible Senior Notes due 2015 (the ‘‘2015 Notes’’), and (v) the 2016 Notes.
Pursuant to the Plan and on the Effective Date, the Second Amended and
Restated Credit Agreement, dated as of May 25, 2007 (as amended, modified or
otherwise supplemented from time to time, the ‘‘Prepetition Credit Agreement’’),
among SFI, SFO, SFTP (as the primary borrower), certain of SFTP’s foreign
subsidiaries party thereto, the lenders thereto, the agent banks party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the
‘‘Administrative Agent’’), was cancelled (except that the Prepetition Credit
Agreement continued in effect solely for the purposes of allowing creditors
under the Prepetition Credit Agreement to receive distributions under the Plan
and allowing the Administrative Agent to exercise certain rights).
See Note 8 for a discussion of the terms and conditions of these facilities and
subsequent amendments, early repayments, and terminations from debt
extinguishment transactions.
The implementation of the Plan and the application of fresh start accounting
results in financial statements that are not comparable to financial statements in
periods prior to emergence. See Note 1(b) for a detailed explanation of the
impact of emerging from Chapter 11 and applying fresh start accounting on our
financial position.
As used herein, ‘‘Successor’’ refers to the Company as of the Effective Date and
‘‘Predecessor’’ refers to SFI together with its consolidated subsidiaries prior to
the Effective Date.
Fresh start accounting results in a new basis of accounting and reflects the
allocation of the Company’s estimated fair value to its underlying assets and
liabilities. The Company’s estimates of fair value are inherently subject to
significant uncertainties and contingencies beyond the Company’s reasonable
control. Accordingly, there can be no assurance that the estimates, assumptions,
valuations, appraisals and financial projections will be realized, and actual
results could vary materially. The implementation of the Plan and the application
of fresh start accounting results in financial statements that are not comparable
to financial statements in periods prior to emergence.
Fresh start accounting provides, among other things, for a determination of the
value to be assigned to the equity of the emerging company as of a date selected
for financial reporting purposes, which for the Company is April 30, 2010, the
date that the Debtors emerged from Chapter 11. The Plan required the
contribution of equity from the creditors representing the unsecured senior
13-44
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
noteholders of SFI, of which $555.5 million was raised at a price of $14.71 per
share, as adjusted to reflect the June 2011 two-for-one stock split described in
Note 12. Holdings also issued stock at $14.71 per share to pay $146.1 million of
SFO and SFI claims. The Company’s reorganization value reflected the fair value
of the new equity and the new debt, the conditions of which were determined
after extensive arms-length negotiations between the Debtors’ creditors, which
included the input of several independent valuation experts representing
different creditor interests, who used discounted cash flow, comparable
company and precedent transaction analyses. The analysis supporting the final
reorganization value was based upon expected future cash flows of the business
after emergence from Chapter 11, discounted at a rate of 11.5% and assuming a
perpetuity growth rate of 3.0%. The reorganization value and the equity value are
highly dependent on the achievement of the future financial results
contemplated in the projections that were set forth in the Plan. The estimates
and assumptions made in the valuation are inherently subject to significant
uncertainties. The primary assumptions for which there is a reasonable
possibility of the occurrence of a variation that would have significantly affected
the reorganization value include the assumptions regarding revenue growth,
operating expense growth rates, the amount and timing of capital expenditures
and the discount rate utilized.
13-45
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
(2) Redeemable noncontrolling interests are stated at fair value determined using
the discounted cash flow methodology. The valuation was performed based on
multiple scenarios with a certain number of ‘‘put’’ obligations assumed to be put
each year. The analysis used a 9.8% rate of return adjusted for annual inflation
for the annual guaranteed minimum distributions to the holders of the ‘‘put’’
rights and a discount rate of 7%.
(3) Other debt includes a $33.0 million refinance loan (the ‘‘Refinance Loan’’) for
HWP Development, LLC, $32.2 million of which was outstanding as of April 30,
2010, as well as capitalized leases of approximately $2.1 million and short-term
bank borrowings of $1.0 million. See Note 8 for a discussion of the terms and
conditions of the Refinance Loan.
_______________________
The valuations required to determine the fair value of the Company’s assets as
presented below represent the results of valuation procedures performed by
independent valuation specialists. The estimates of fair values of assets and
liabilities have been reflected in the Successor Company consolidated balance
sheet as of April 30, 2010.
The adjustments below are to our April 30, 2010 balance sheet. The balance
sheet reorganization adjustments presented below summarize the impact of the
Plan and the adoption of fresh start accounting as of the Effective Date.
(in thousands)
Other assets:
Debt issuance costs . . . . . . . . 11,817 28,184 — 40,001
Restricted-use
investment securities . . . . . . .2,753 — — 2,753
Deposits and other assets . . . 97,677 — 6,643 104,320
Total other assets . . . . . . . . . 112,247 28,184 6,643 147,074
The Plan’s impact resulted in a net decrease of $21.3 million in cash and cash
equivalents. The significant sources and uses of cash were as follows (in
thousands):
Sources:
Net amount borrowed under the Exit First Lien Term Loan . . . . . . . . . $ 762,300
Net amount borrowed under the Exit Second Lien Loan Facility . . . . . . 246,250
Proceeds from the Equity Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . 630,500
Total sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,639,050
Uses:
Repayments of amounts owed:
Prepetition Credit Agreement—long term portion of term loan . . . . . 818,125
2016 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 330,500
Prepetition Credit Agreement—revolving portion . . . . . . . . . . . . . . . . 270,269
Prepetition TW Promissory Note . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,677
Prepetition interest rate hedging derivatives . . . . . . . . . . . . . . . . . . . 19,992
Prepetition Credit Agreement—current portion of term loan . . . . . . . 17,000
Payments:
Exit Facilities’ debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,700
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,950
Professional fees and other accrued liabilities . . . . . . . . . . . . . . . . . . 47,163
Total uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,660,376
Net cash uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (21,326)
Extinguishment of the 2010 Notes, 2013 Notes, 2014 Notes and 2015
Notes (collectively, the ‘‘SFI Senior Notes’’) . . . . . . . . . . . . . . . . . . .$ 868,305
Extinguishment of the PIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306,650
Write-off of the accrued interest on the SFI Senior Notes . . . . . . . . . . . 29,868
Write-off debt issuance costs on the Prepetition Credit Agreement
And the Prepetition TW Promissory Note . . . . . . . . . . . . . . . . . . . . . . .(11,516)
Issuance of Holdings’ common stock . . . . . . . . . . . . . . . . . . . . . . . . . . (105,791)
Gain on the cancellation of liabilities subject to
compromise, before income taxes . . . . . . . . . . . . . . . . . . . . . .$1,087,516
(2) Reflects the adjustments to assets and liabilities to estimated fair value, or
other measurements specified by FASB ASC 805, in conjunction with the
adoption of fresh start accounting. Significant adjustments are summarized as
13-49
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
follows and all are considered a Level 3 fair value measurement with the
exception of the land values which are Level 2 fair value measurements.
13-50
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
(3) The following represent the methodologies and significant assumptions used
in determining the fair value of the significant intangible assets, other than
goodwill and all are considered a Level 3 fair value measurement. Certain long-
lived intangible assets which include trade names, trademarks and licensing
agreements were valued using a relief from royalty methodology. Group-sales
customer relationships were valued using a multi-period excess earnings
method. Sponsorship agreements were valued using the lost profits method.
Certain intangible assets are subject to sensitive business factors of which only
a portion are within control of the Company’s management. A summary of the
key inputs used in the valuation of these assets are as follows:
• The Company valued trade names, trademarks and its third party licensing
rights using the income approach, specifically the relief from royalty method.
Under this method, the asset values were determined by estimating the
hypothetical royalties that would have to be paid if the trade name was not
owned or the third-party rights not currently licensed. Royalty rates were
selected based on consideration of several factors, including industry practices,
the existence of licensing agreements, and importance of the trademark, trade
name and licensed rights and profit levels, among other considerations. The
royalty rate of 4% of expected adjusted net sales related to the respective trade
names and trademarks was used in the determination of their fair values, and a
rate of 1.5% was used for the third-party license agreement. The expected net
sales were adjusted for certain international revenues, retail, licensing and
management fees, as well as certain direct costs related to the licensing
13-51
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
agreement. The Company anticipates using the majority of the trade names and
trademarks for an indefinite period, while the license agreement intangible asset
will be amortized through 2020. Income taxes were estimated at a rate of 39.5%
and amounts were discounted using a 12% discount rate for trade names and
trademarks and 15% for the third-party license agreement. Trade name and
trademarks were valued at approximately $344 million and the third-party license
agreement at approximately $24 million.
• Sponsorship agreements were valued using the lost profits method, also
referred to as ‘‘with or without’’ method. Under this method, the fair value of the
sponsorship agreements was estimated by assessing the loss of economic
profits under a hypothetical condition where such agreements would not be in
place and would need to be recreated. The projected revenues, expenses and
cash flows were calculated under each scenario and the difference in the annual
cash flows was then discounted to the present value to derive at an indication of
the value of the sponsorship agreements. Income taxes were estimated at a rate
of 39.5% and amounts were discounted using a 12% discount rate, resulting in
approximately $43 million of value allocated to sponsorship agreements.
• The Company valued group sales customer relationships using the income
approach, specifically the multi-period excess earnings method. In determining
the fair value of the group-sales customer relationships, the multi-period excess
earnings approach values the intangible asset at the present value of the
incremental after-tax cash flows attributable only to the customer relationship
after deducting contributory asset charges. The incremental after-tax cash flows
attributable to the subject intangible asset are then discounted to their present
value. Only expected sales from current group sales customers were used which
was calculated based on a two year life. The Company assumed a retention rate
of 50% which was supported by historical retention rates. Income taxes were
estimated at a rate 39.5% and amounts were discounted using a 12% discount
rate. The group-sales customer relationships were valued at approximately $7
million under this approach.
(4) Fresh start accounting eliminated the balance of goodwill and other
unamortized intangible assets of the Predecessor Company and records
Successor Company intangible assets, including reorganization value in excess
of amounts allocated to identified tangible and intangible assets, also referred to
as Successor Company goodwill. The Successor Company’s April 30, 2010
consolidated balance sheet reflects the allocation of the business enterprise
value to assets and liabilities immediately following emergence as follows (in
thousands):
Enterprise value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,301,369
Add: Fair value of non-interest bearing liabilities
(non-debt liabilities) 508,497
Less: Fair value of tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1,756,863)
Less: Fair value of identified intangible assets . . . . . . . . . . . . . . . . . . . (422,755)
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Analysis Case 1
Students may look up any one of a number of companies that have emerged
recently from bankruptcy reorganization. The type of results that will be found
will be based on the specific company. One company, for example, that has
emerged from reorganization is Constar International. Here is a press release
obtained at www.constar.net:
Philadelphia, PA - June 1, 2009 -- Constar International Inc., a leading
global producer of PET (polyethylene terephthalate) plastic containers for
food and beverages, announced that the Company and its affiliated
debtors completed their financial restructuring and successfully emerged
from Chapter 11 on Friday, May 29, 2009. The reorganization was
completed approximately five months from the filing of their Chapter 11
petitions on December 30, 2008. In conjunction with its emergence from
Chapter 11, Constar also announced that it had converted its debtor-in-
possession financing into an exit facility to provide the Company with
ongoing liquidity.
Michael Hoffman, President and Chief Executive Officer of Constar,
commented, "On behalf of our Board and the management team, I want to
thank our unsecured bond holders for their support and their willingness
to restructure our debt. At the same time I want to express my appreciation
to our loyal customers, committed suppliers and dedicated employees
who have supported us and encouraged us throughout the process. We
emerge a revitalized company with an improved balance sheet. Combining
our improved financial condition with our strong technologies, we are
better positioned than ever to provide our customers with the product
quality, innovation and service they have come to expect from Constar."
As required by the Plan approved by the Bankruptcy Court, Constar's old
common stock (which has recently traded with the symbol CNSTQ) was
cancelled in connection with the emergence from Chapter 11. Holders of
the old common stock will not receive a distribution of any kind and no
further transfers will be recorded on the Company's books.
In accordance with the Plan, holders of the $175 million of Constar's pre-
Petition Subordinated Notes will convert 100% of their face amount into
new common stock of the reorganized Company. This common stock is
initially expected to trade over-the-counter. The Company estimates that
following the distribution of the new shares, there will be approximately
1.75 million shares of the new common stock outstanding (exclusive of
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
There are obviously many ways available to investors who are trying to get
information about a bankruptcy reorganization plan.
Analysis Case 2
The following (along with a string of periodic press releases) was posted on the
Web site of Borders (www.borders.com).
Ann Arbor, Mich. Feb. 16, 2011 —“It has become increasingly clear that in light of
the environment of curtailed customer spending, our ongoing discussions with
publishers and other vendor related parties, and the company’s lack of liquidity,
Borders Group does not have the capital resources it needs to be a viable
competitor and which are essential for it to move forward with its business
strategy to reposition itself successfully for the long term. To position Borders to
remedy this condition, Borders Group, with the authorization of its board of
directors, has filed a petition for reorganization relief under Chapter 11 of the
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Bankruptcy Code. This decisive action will give Borders the opportunity to
achieve a proper infusion of capital in order to have the opportunity to have the
time to reorganize in order to reposition itself to be a successful business for the
long term,” said Mike Edwards, Borders Group President.
“In this regard, operating under Chapter 11, Borders has received commitments
for $505 million in Debtor-in-Possession (DIP) financing led by GE Capital,
Restructuring Finance. This financing should enable Borders to meet its
obligations going forward so that our stores continue to be competitive for
customers in terms of goods, services and the shopping experience. It also
affords Borders the opportunity to move forward in implementing the appropriate
business strategy designed to reposition Borders to be a potentially vibrant,
national retailer of books and other products,” Mr. Edwards emphasized.
The company said that it is serving customers in the normal course, including
honoring its Borders Rewards program, gift cards and other customer programs.
Additionally, the company expects to make employee payroll and continue its
benefits programs for its employees.
Borders said that it has many strengths upon which to build a solid plan of
reorganization and implement a new business model for Borders to address the
changing needs of the American reader. “For decades, Borders has been a
beacon of engagement — a highly frequented destination for consumers and a
significant venue for authors and vendors to showcase new books and
merchandise. We have the ability, based on our brick and mortar presence
nationally; the on-line capabilities we have in place; the loyalty of, and access to,
our customers; and the products and services we offer to be an important and
easy access destination of exploration and purchase for readers across the
country,” commented Mr. Edwards.
The company noted that, among other initiatives and subject to court approval,
Borders plans to undertake a strategic Store Reduction Program to facilitate
reorganization and its repositioning. Borders has identified certain
underperforming stores — equivalent to approximately 30 percent of the
company’s national store network — that are expected to close in the next
several weeks. At the same time, the company noted that a major strength of
Borders is its national presence, and its extensive network of remaining stores
as well as Borders.com, will continue to run in normal course. The company
emphasized that the closings were a reflection of economic conditions, cost
structures and viability of locations, among other factors, and not on the
dedication and productivity of the workforce in these stores.
“We are confident that, with the protection afforded under Chapter 11 and with
the support of employees, publishers, suppliers and creditors, and the reading
public, a successful reorganization can be achieved enabling Borders to emerge
from the process as a stronger and more vibrant book seller,” concluded Mr.
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
Edwards.
"We are very pleased to be able to make this commitment to Borders as support
for their plan to reorganize the company," said Tim Tobin, Managing Director,
Retail Restructuring, GE Capital, Restructuring Finance.
The Chapter 11 petition for relief was filed in the U.S. Bankruptcy Court,
Southern District of New York. Completion of the company’s DIP financing
arrangements is subject to approval of the Bankruptcy Court and the satisfaction
of certain conditions provided in the financing commitments received by the
company from the lenders providing such financing.
Communications Case 1
“Bookseller Borders Begins a New Chapter . . . 11.” Wall Street Journal, February
17, 2011.
“When One of the Giants Falls.” New York Times, February 17 2011.
“Borders bankruptcy: 200 store closings point to the rise of e-books,” The
Christian Science Monitor, February 16, 2011.
“Borders ' bankruptcy filing result of failing to keep up with shoppers' book,
music, DVD habits,” Associated Press Newswires, February 16, 2011.
COMMUNICATIONS CASE 2
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Chapter 13 - Accounting for Legal Reorganizations and Liquidations
This assignment is designed so that the student can work with several practical
accounting journals such as the CPA Journal and the Journal of Accountancy.
These sources provide a considerable amount of information about the nature of
the work that can be performed for a company before, during, and after
bankruptcy.
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