Materi
Materi
Materi
Either the debtor or its creditors may decide that a judicial action is best in the
individual circumstances. The debtor may file a voluntary petition seeking judicial
protection in the form of an order of relief against the initiation or continuation of
legal claims by the creditors against the debtor. Alternatively, creditors may file an
involuntary petition against the debtor but first certain conditions must exist. The
first condition is that the debtor has generally not been paying debts as they become
due or within the last 120 days and has appointed a custodian to take possession of
its assets or other creditors or some other agency has done so. Second, if more than
12 creditors exist, 3 or more must combine to file the petition and must have aggre-
gate unsecured claims of at least $5,000. The debtor is permitted to file an answer to
an involuntary petition.
Once a petition has been filed, the bankruptcy court evaluates the company and deter-
mines whether present management should continue to manage it or should appoint
a trustee. Appointments of trustees are common when creditors make allegations of
management fraud or gross management incompetence.
The Bankruptcy Code provides two major alternatives under the bankruptcy court’s
protection. These two alternatives are often known by the chapters of the Bankruptcy
Code. The first is reorganization under Chapter 11, which provides the debtor judicial
protection for a rehabilitation period during which it can eliminate unprofitable opera-
tions, obtain new credit, develop a new company structure with sustainable operations,
and work out agreements with its creditors. The second alternative is a liquidation under
Chapter 7 of the Bankruptcy Code, which is often administered by a court-appointed
trustee. The debtor’s assets are sold and its liabilities extinguished as the business is liqui-
dated. The major difference between a reorganization and a liquidation is that the debtor
continues as a business after a reorganization whereas the business does not survive a
liquidation. We illustrate both of these alternatives next.
CHAPTER 11 REORGANIZATIONS
LO 20-2 Chapter 11 of the Bankruptcy Code allows for legal protection from creditors’ actions during
Understand Chapter 11
a time needed to reorganize the debtor company and return its operations to a profitable
reorganizations and be able level. The bankruptcy court administers reorganizations and often appoints trustees to direct
to prepare financial state- them. Reorganizations are typically described by four Ps. A company in financial distress
ments for debtors-in- petitions the bankruptcy court for protection from its creditors. If granted protection, the
possession as well as a company receives an order of relief to suspend making any payments on its prepetition
plan of recovery. debt. The company continues to operate while it prepares a plan of reorganization, which
serves as an operating guide during the reorganization. The proceeding includes the
actions that take place from the time the petition is filed until the company completes the
reorganization.
The petition must discuss the alternative of liquidating the debtor and distributing
the expected receipts to creditors. The plan of reorganization is the essence of any
reorganization and must include a complete description of the expected debtor actions
during the reorganization period and the way these actions will be in the best interest of the
debtor and its creditors. A disclosure statement
is transmitted to all creditors and other parties
FYI eligible to vote on the plan of reorganization. The
Lehman Brothers was the fourth largest U.S. investment bank before filing for disclosure statement includes information that
Chapter 11 bankruptcy protection in 2008. With more than $600 billion in would enable a reasonable investor or creditor to
assets, this was the largest bankruptcy proceeding in U.S. history and it had a make an informed judgment about the worthiness
significant impact on the 2007–2009 financial crisis. Barclays, an international
banking and financial services firm based in London, purchased Lehman
of the plan and how it will affect that person’s
Brothers North American businesses in September 2008, shortly after Lehman financial interest in the debtor company. The
filed for Chapter 11 bankruptcy protection. bankruptcy court then evaluates the responses
to the plan from creditors and other parties and
Chapter 20 Corporations in Financial Difficulty 1049
1
ASC 852-10-45-19.
Chapter 20 Corporations in Financial Difficulty 1051
ASC 310 and 470 do not apply to troubled debt restructurings in which debtors restate
their liabilities generally under the purview of the bankruptcy court. ASC 310 and 470
apply only to specific debt restructuring transactions. This exception is not an issue in the
immediate settlement of debt in which the debtor’s gain or loss is the difference between
the fair value of the consideration given and the carrying value of the debt. The gain or
loss is the same under ASC 310 and 470 as under a general restatement of liabilities in a
reorganization. However, in cases of modification of terms in a reorganization involving
a general restatement of liabilities, the debtor’s restructuring gain is computed as the dif-
ference between the debt’s carrying value and the new principal after restructuring. The
future cash flows from interest payments are not included in the computation of the new
principal. Thus, in most cases of debt restructuring of companies in reorganization proceed-
ings, the debtor’s gain from the debt restructuring is higher than it would have been under
ASC 310 and 470.
Plan of Reorganization
The plan of reorganization is typically a detailed document with a full discussion of all
major actions to be taken during the reorganization period. In addition to these major
actions, management also continues to manufacture and sell products, collect receivables,
and pursue other day-to-day operations. Most plans include detailed discussions of the
following:
1. Disposing of unprofitable operations through either sale or liquidation.
2. Restructuring of debt with specific creditors.
3. Revaluation of assets and liabilities.
4. Reductions or eliminations of original stockholders’ claims and issuances of new
shares to creditors or others.
The plan of reorganization must be approved by at least half of all creditors, who must
hold at least two-thirds of the dollar amount of the debtor’s total outstanding debt,
although the court may still confirm a plan that the necessary number of creditors do not
approve provided the court finds that the plan is in the best interests of all parties and is
equitable and fair to those groups not voting approval.
Illustration of a Reorganization2
Figure 20–1 is a balance sheet for Peerless Products Corporation on December 31,
20X6. On January 2, 20X7, Peerless’ management petitions the bankruptcy court for a
Chapter 11 reorganization to obtain relief from debt payments and time to rehabilitate the
company and return to profitable operations.
The following timeline presents the dates relevant for this example:
Reorganization Proceedings
2
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1052 Chapter 20 Corporations in Financial Difficulty
The bankruptcy court accepts the petition, and Peerless Products prepares its plan of
reorganization. The plan is filed on July 1, 20X7, and the disclosure statement is sent to
all creditors and other affected parties. On December 31, 20X7, the company presents its
financial statements for the 20X7 fiscal period in which it was in Chapter 11 proceed-
ings. The bankruptcy court approves the reorganization plan on January 2, 20X8, and the
reorganization is completed by April 1, 20X8.
Peerless files the plan of reorganization in Figure 20–2 with audited financial state-
ments and other disclosures requested by the bankruptcy court.
Prior to the approval of the plan of reorganization, Peerless continues to operate
under the protection of the granted petition of relief. The company makes only court-
approved payments on prepetition liabilities. The only court-approved payment on prepe-
tition liabilities is a $2,000 payment on the mortgage payable. On December 31, 20X7, the
company issues financial statements for the fiscal year. ASC 852 prescribes the report-
ing guidelines for companies in reorganization proceedings. A most important report-
ing concern is that the reorganization amounts be reported separately from other
operating amounts. Peerless Products prepares the following financial statements as
of December 31, 20X7: balance sheet (Figure 20–3), income statement (Figure 20–4),
and statement of cash flows (Figure 20–5). Note that Debtor-in-Possession indicates
Chapter 20 Corporations in Financial Difficulty 1053
that Peerless continues to manage its own assets rather than have a court-appointed
trustee manage them.
On January 2, 20X8, the bankruptcy court approves the plan of reorganization as filed.
Peerless carries out the plan as shown in the recovery analysis in Figure 20–6.
An important concept for determining the appropriate accounting for entities in reorga-
nization is calculating reorganization value. Reorganization value is the fair value of the
FIGURE 20–6 Recovery Analysis for Plan of Reorganization
PEERLESS CORPORATION
Plan of Reorganization
Recovery Analysis
Recovery
entity’s assets. Typical methods of determining reorganization value are discounting future
cash flows or appraisals. After extensive analysis, a reorganization value of $195,000 is
determined for Peerless’ assets. Recall that fresh start accounting is appropriate only when
both of the following conditions occur: (1) reorganization value is less than total post-
petition liabilities and allowed claims and (2) holders of existing shares of voting stock
immediately before the plan of reorganization is approved retain less than 50 percent of
the voting shares of the emerging entity. To determine the first condition for Peerless, the
following comparison approves the plan of reorganization:
Note that the first condition for fresh start accounting is present. The second condition for
fresh start accounting also occurs as shown in Figure 20–6. Immediately before the plan
of reorganization is approved, the common shareholders hold only 5 percent of the com-
mon stock of the emerging entity. Therefore, fresh start accounting is used for Peerless.
After intensive study of risk-equivalent companies, the profit potential of the emerging
company, and the present value of future cash flows, the capital structure of the emerging
company is established as follows:
Note that for purposes of the illustration, the newly issued common stock is no-par stock;
therefore, no additional paid-in capital is carried forward to the emerging entity. If the
assigned value of the newly issued stock is higher than its par value, an additional paid-in
capital account is credited for the excess. The $162,000 of postreorganization capital is
the reorganization value of $195,000 less the $33,000 paid for the prepetition liabilities
as part of the plan of reorganization.
Peerless Products prepares entries to record the execution of the plan of reorganization
as it transpires between January 1, 20X8, and April 1, 20X8. Figure 20–7 is a worksheet
illustrating the effects of executing the plan of reorganization on Peerless’ balance sheet
accounts. The first journal entry (1) records the debt restructuring and the gain on the
discharge of debt:
The second journal entry (2) records the exchange of stock for stock. The prior pre-
ferred shareholders receive 8,000 shares of newly issued common stock. The prior com-
mon shareholders receive 1,000 shares of the newly issued common stock:
Chapter 20 Corporations in Financial Difficulty 1057
The last journal entry (3) records the fresh start adjustments of the assigned values
of the emerging entity’s assets and the elimination of any retained earnings or deficit.
A comparison between the company’s book values and fair values follows. The fair
values are determined according to the procedures in ASC 360. An impairment loss
Adjustments to Record
Confirmation of Plan
Company’s
Pre- Debt Exchange Fresh Reorganized
confirmation Discharge of Stock Start Balance Sheet
Assets
Cash $ 40,000 $ (33,000) $ 7,000
Income Tax Refund Receivable 12,000 12,000
Marketable Securities 8,000 $ 2,000 10,000
Accounts Receivable (net) 5,000 5,000
Inventory 37,000 (4,000) 33,000
Total $ 102,000 $ 67,000
Property, Plant & Equipment (net) 78,000 7,000 85,000
Reorganization Value in
Excess of Amounts Allocable
to Identifiable Assets 10,000 10,000
Total Assets $ 180,000 $ (33,000) $ 15,000 $ 162,000
Liabilities
Liabilities Not Subject to Compromise:
Current Liabilities:
Short-Term Borrowings $ (15,000) $ (15,000)
Accounts Payable (10,000) (10,000)
Noncurrent Liability:
Mortgage Payable (48,000) (48,000)
Total $ (73,000) $ (73,000)
Liabilities Subject to Compromise: (133,000) $133,000
Senior Debt (57,000) (57,000)
Subordinated Debt (12,000) (12,000)
Total Liabilities $(206,000) $ 64,000 $(142,000)
Shareholders’ Equity
Preferred Stock $ (40,000) $40,000
Common Stock (old) (10,000) 10,000
Common Stock (new) $ (11,000) (9,000) $ (20,000)
Additional Paid-In Capital (41,000) $ 41,000
Retained Earnings (deficit) 76,000 (20,000) 20,000
(76,000) 0
Total Shareholders’ Equity $ 26,000 $ (31,000) 0 $(15,000) $ (20,000)
Total Liabilities & Shareholders’ Equity $(180,000) $ 33,000 0 $(15,000) $(162,000)
is measured by the amount that the carrying value of a long-lived asset (or asset
group) exceeds its fair value. Note that Reorganization Value in Excess of Amounts
Allocable to Identifiable Assets is debited for an amount not assignable to other assets.
The reorganization value excess is reported as an intangible asset and accounted
for according to ASC 350, which specifies that intangibles with finite useful
lives should be amortized over their lives. However, for intangible assets determined
to have an indefinite life, no amortization should be taken. Instead these indefinite
life intangibles must be tested for impairment at least annually to determine whether
they are impaired and a loss should be recognized for a reduction in their carrying
amount.
Note that if prior to entering reorganization Peerless had goodwill that was judged to
be impaired, it would recognize any impairment loss on the debtor-in-possession income
statement. Typically, a company in reorganization proceedings is not expected to have
goodwill because it is related to excess earnings potential. A case-by-case examination
must be made, however, to determine whether the company’s recognized goodwill was
impaired.
Book Fair
Value Value Difference
Cash $ 7,000 $ 7,000 $ 0
Income tax refund receivable 12,000 12,000 0
Marketable securities 8,000 10,000 2,000
Accounts receivable (net) 5,000 5,000 0
Inventory 37,000 33,000 (4,000)
Property, plant & equipment 78,000 85,000 7,000
Reorganization value in excess of amounts
allocable to identifiable assets 0 10,000 10,000
Totals $147,000 $162,000 $15,000
The entry to record the fresh start revaluation of assets and elimination of the deficit
follows:
April 1, 20X8
(3) Marketable Securities 2,000
Property, Plant, and Equipment 7,000
Reorganization Value in Excess of Amounts
Allocable to Identifiable Assets 10,000
Gain on Debt Discharge 20,000
Additional Paid-In Capital 41,000
Inventory 4,000
Retained Earnings—Deficit 76,000
Record fresh start accounting and eliminate deficit.
The last column in Figure 20–7 presents the postreorganization, new reporting entity’s
balance sheet.
Some reorganizations are unsuccessful, and the debtor must be liquidated. The
major reason for unsuccessful reorganizations is continuing losses from operations and
no reasonable likelihood of rehabilitation. Another common reason is the inability to
consummate a reorganization plan because of the failure to dispose of an unprofitable
subsidiary, a material default of the plan by either the debtor or a creditor, or the inability
to effect part of the plan as a result of changes in the economic environment. The debtor
company then moves from reorganization into liquidation; the latter is the topic of the
next section of the chapter.