CHAPTER 22

PARTNERSHIPS:

LIQUIDATIONS

FOCUS OF CHAPTER 22

• Fundamental Procedures in Liquidation

• Lump-Sum Liquidations• Installment Liquidations

Sharing of Gains & LossesDuring 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 PartnerBeing Personally Insolvent

• A partner having a capital account deficitmay be able to eliminate the deficit by:– Capital contribution.– Setoff.

• 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 PartnerBeing Personally Insolvent

• A partner that winds up absorbing someor 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

• 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 Capital, to Jones JonesBalances before setoff....... $30,000 $(11,000) Apply rule of setoff........ (11,000) 11,000Balances after setoff....….. $19,000 $ -0-

No More “Marshaling of Assets”

• In liquidation:– PARTNERSHIP CREDITORS have first

priority as to PARTNERSHIP ASSETS.– PERSONAL CREDITORS of an

insolvent partner do NOT have first priority as to PERSONAL ASSETS of that partner.• They share on a pro rata basis with

partnership creditors.

Installment Liquidations:Priority In Distributing Cash

• No cash distributions are made to partners until creditors have been paid in full (100%).– This holds true for BOTH:

• Lump-sum liquidations.• Installment liquidations.

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.

#1

#2

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.

“CONVERGENCE”

Installment Liquidations:Loss Absorption Potentials

• Conceptually, the first cash distribution to partners goes to that partner who has:– THE HIGHEST LOSS ABSORPTION

POTENTIAL.• This is NOT necessarily the partner

that has the highest capital balance.

Installment Liquidations: Loss Absorption Potentials—Calculating

• The loss absorption potential of each partner is calculated by:– Dividing the partner’s capital balance by his

or her profit-and-loss sharing percentage.

Capital balance of Jones............ $80,000 = $400,000Jones’ P/L sharing percentage.. 20% Loss Absorption Potential

Installment Liquidations: Loss Absorption Potentials—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.

Installment Liquidations: Loss Absorption Potentials—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................ $80,000Note payable to Jones............... 10,000 Total.......................................... $90,000 = $450,000Jones’ P/L sharing percentage... 20% Loss Absorption Potential

PLUS

Installment Liquidations: Loss Absorption Potentials—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................ $80,000Note receivable from Jones...... (5,000) Total.......................................... $75,000 = $375,000Jones’ P/L sharing percentage... 20% Loss Absorption Potential

MINUS

The Statement of Realizationand Liquidation

• The STATEMENT OF REALIZATION AND LIQUIDATION is– A historical statement.– It portrays what actually happened in the

past (during the liquidation process).– Income statements are not prepared

during this period.

The Schedule of Safe Payments

• In contrast to the Statement of Realization and Liquidation, the SCHEDULE OF SAFE PAYMENTS is– A pro forma (what if) statement. – It portrays what could happen in the

future—on a worst-case basis.

Review Question #1

In liquidation, cash distributions to partnersare determined based on: A. Who has the highest capital balance.B. How profits and losses are shared.C. Partners’ loans to the partnership having

priority over partners’ capital balances.D. The marshalling of assets principle.E. The rule of setoff.F. None of the above.

Review Question #1With Answer

In liquidation, cash distributions to partnersare determined based on: A. Who has the highest capital balance.B. How profits and losses are shared.C. Partners’ loans to the partnership having

priority over partners’ capital balances.D. The marshalling of assets principle.E. The rule of setoff.F. None of the above. (Loss absorption potential)

Review Question #2

In liquidation, Kelly (who shares in 25% of profits and losses) was given equipment having a carrying value of $10,000 and a fair value of $14,000. Kelly’s capital account is debited: A. $10,000B. $11,000C. $13,000 D. $14,000 E. $15,000

Review Question #2With Answer

In liquidation, Kelly (who shares in 25% of profits and losses) was given equipment having a carrying value of $10,000 and a fair value of $14,000. Kelly’s capital account is debited: A. $10,000B. $11,000C. $13,000 ($14,000 - [$4,000 x 25%])D. $14,000 E. $15,000

End of Chapter 22

Time to Clear Things Up—Any Questions?