CHAPTER 4 Partnership Liquidation Group 9 What is Liquidation? Liquidation It is the termination of business operations or the winding up of affairs. It is a process by which: 1. Assets are converted into cash. 2. Liabilities are settled. 3. Any remaining amount is distributed to the owners. Conversion of non-cash assets into cash The conversion of asset into cash is referred to as "Realization" while the settlement of claims of creditors and owners is referred to as "Liquidation” Methods of Liquidation LUMP-SUM LIQUIDATION All the non-cash asset of the partnership are sold simultaneously, or within a short period of time. And the proceeds are used to settle first all the liabilities and any remaining amount is paid to the partners under a lump-sum payment. INSTALLMENT LIQUIDATION In most cases, it would take some time before all the assets of a business are converted into cash. Partners claims are settled on an Installment basis as cash becomes available, but only after all partnership liabilities are fully settled. Settlement of claims: The available cash of the partnership is used to settle the claims in the following order of priority: OUTSIDE CREDITORS INSIDE CREDITOR OWNERS CAPITAL BALANCES Lump-sum vs. Installment Illustration: Lump-sum vs. Installment Liquidation Statement of Liquidation It is a financialreport that highlights the realization (receipts from asset disposals) and the liquidation (settlement of creditors’ and partners’ claims)of a partnership. Marshalling Assets one of the characteristics of a partnership is “unlimited liability”. It is applied when partnership and/or one or more partners are insolvent. Rules when applying the doctrine of marshalling of assets: 1 2 Any available assets of the partnership are used to settle the partnership’s liabilities. In case the assets of the partnership are insufficient to pay all liabilities, the general partners are required to provide additional funds from their personal assets. 3 In case some partners are insolvent, their capital deficiency is offset to the capital balances of the other partners. Non-cash asset used as payment for claim if a creditor or a partner agrees to receive non-cash assets as settlement of his claim, the noncash asset is considered sold at the amount agreed to be debited to the creditor's or partner's claim The difference between the carrying amount of the non-cash asset and the agreed settlement amount is treated as either gain or loss to be allocated to all the partner's capital balances. Safe payment schedule and Cash priority program The computations for installment liquidation may be presented in a formal manner through either. 1. Safe payments schedule 2. Cash priority program The basic purpose of these schedules is to prevent overpayments to partners during installment liquidation. Safe payments schedule shows how much cash can be “safely” paid to the partners during installment liquidation, which avoids any overpayment. a. unsold non-cash assets are treated loss. b. expected future liquidation costs and potential unrecorded liabilities are recognized immediately as losses. A + B = Maximum loss possible Cash priority program Another method of ensuring that there are no overpayments to the partners is by preparing a "cash priority program" or "cash program." This schedule determines which partner shall be paid first and which partner shall be paid last, after all the liabilities are settled. This schedule can be prepared even prior to the sale of any asset. The preparation of this schedule requires the application of the same concepts as those we have applied earlier, namely: a. Unsold non-cash are treated as loss; and b. Expected future liquidation costs and potential unrecorded liabilities are recognized immediately as losses. When preparing a cash priority program is to rank the partners according to their maximum loss absorption capacity. The partner woth the highest maximum loss absorption capacity shall be paid first. The partner with the lowest maximum loss absorption capacity is computed as follows: Maximum loss absorption capacity = Total partner's interest in the partnership / Partner's P/L percentage Thank You!