Partnership Liquidation
Partnership Liquidation
LIQUIDATION OF A PARTNERSHIP
The Meaning of Liquidation
The liquidation of a limited liability partnership means winding up its activities, usually by selling assets, paying liabilities, and distributing any remaining cash to the partners. In some cases, the partnership net assets may be sold as a unit; in other cases, the assets may be sold in installments, and most or all of the cash received must be used to pay partnership creditors. This process of liquidation may be completed quickly, or it may require several months. When the decision is made to liquidate a limited liability partnership, the accounting records of the partnership should be adjusted and closed, and the net income or loss for the nal period of operations entered in the capital accounts of the partners. The liquidation process usually begins with the realization (conversion to cash) of noncash assets. Absent provisions of the partnership contract to the contrary, the losses or gains from realization of assets are divided among the partners in the income-sharing ratio and entered in their capital accounts. The amounts shown as their respective equities at this point are the basis for settlement. However, before any payment to partners, all outside creditors of the limited liability partnership must be paid in full. If the cash obtained from the realization of assets is insufcient to pay liabilities in full, an unpaid creditor may act to enforce collection from the personal assets of any solvent partner whose actions caused the partnerships insolvency, regardless of whether that partner has a credit or a debit capital account balance. As pointed out in Chapter 2, a partnership is treated as an entity for many purposes such as changes in partners, but it may not use the shield of a
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separate entity to protect culpable partners personally against the claims of unpaid partnership creditors.
Assets
$10,000 75,000
Total
$85,000
As a rst step in the liquidation, the noncash assets with a carrying amount of $75,000 realized cash of $35,000, with a resultant loss of $40,000 absorbed equally by Abra and Barg. Because Bargs capital account balance is only $5,000, the partnerships accountant exercises the right of offset by transferring $15,000 from Bargs loan ledger account to Bargs capital account. The statement of realization and liquidation below, covering the period July 1 through 15, 2005, shows the division of the realization loss between the partners, the payment of outside creditors, the offset of Bargs capital decit against Bargs loan, and the distribution of the remaining cash to the partners. (The income-sharing ratio appears next to each partners name.)
Other
$75,000 (75,000)
Liabilities
$20,000
Barg, loan
$20,000
Abra (50%)
$40,000 (20,000) $20,000 $20,000
Barg (50%)
$ 5,000 (20,000) $(15,000) $(15,000) 15,000 -0-0-
$20,000 (20,000)
$25,000 (25,000)
$20,000 (20,000)
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In the foregoing statement of realization and liquidation, Bargs loan account balance of $20,000 and capital account balance of $5,000 might have been combined to obtain an equity of $25,000 for Barg. As stated earlier, such a procedure would be appropriate because the legal priority of a partners loan account has no signicance in determining either the total amount of cash paid to a partner or the timing of cash payments to partners during liquidation. In the foregoing illustration, Partner Abra received cash of $20,000 and Partner Barg received $5,000. Neither partner received cash until after partnership creditors had been paid in full. Because the only partnership asset is $25,000 cash at this point, it is reasonable to assume that checks to Abra and Barg for $20,000 and $5,000, respectively, were prepared and delivered to the partners at the same time. It is thus apparent that a partners loan account has no special signicance in the liquidation process. Therefore, succeeding illustrations do not show a partners loan ledger account in a separate column of the statement of realization and liquidation. Whenever a partners loan account is involved, its balance may be combined with the partners capital account balance in the statement of realization and liquidation.
Equity of One Partner Is Not Sufcient to Absorb That Partners Share of Loss from Realization
In this case, the loss on realization of assets, when distributed in the income-sharing ratio, results in a debit balance in the capital account of one of the partners. It may be assumed that the partner with a debit balance has no loan account or that the total of the partners capital account and loan account combined is less than the partners share of the loss on realization. To fulll an agreement to share a specied percentage of partnership losses, the partner must pay to the partnership sufcient cash to eliminate any capital decit. If the partner is unable to do so, the decit must be absorbed by the other partners as an additional loss to be shared in the same proportion as they have previously shared net income or losses among themselves. To illustrate, assume the balance sheet below for Diel, Ebbs & Frey LLP just prior to liquidation:
Assets
$ 20,000 80,000
Total
$100,000
The income-sharing ratio is Diel, 20%; Ebbs, 40%; and Frey, 40%. The other assets with a carrying amount of $80,000 realized $50,000 cash, resulting in a loss of $30,000. Partner Frey is charged with 40% of this loss, or $12,000 ($30,000 0.40 $12,000), which creates a decit of $3,000 in Freys capital account. In the following statement of realization and liquidation, it is assumed that Frey pays the $3,000 to the partnership:
Other
$80,000 (80,000)
Liabilities
$30,000
Diel, (20%)
$40,000 (6,000) $34,000 $34,000 $34,000 (34,000)
Ebbs (40%)
$21,000 (12,000) $ 9,000 $ 9,000 $ 9,000 (9,000)
Frey (40%)
$ 9,000) (12,000) $ (3,000) $ (3,000) 3,000 $ -0-0-
$30,000 (30,000)
Illustration of Completed Liquidation of Limited Liability Partnership (Above) Illustration of Incomplete Liquidation of Limited Liability Partnership
Next, change one condition of the foregoing illustration by assuming that partner Frey was not able to pay the $3,000 capital decit to the partnership. If the cash available after payment of creditors is to be distributed to Diel and Ebbs without a delay to determine the collectibility of the $3,000 claim against Frey, the statement of realization and liquidation would appear as illustrated below:
Other
$80,000 (80,000)
Liabilities
$30,000
Diel, (20%)
$40,000 (6,000) $34,000 $34,000 (33,000) $ 1,000
Ebbs (40%)
$21,000 (12,000) $ 9,000 $ 9,000 (7,000) $ 2,000
Frey (40%)
$ 9,000 (12,000) $ (3,000) $ (3,000) $ (3,000)
$30,000 (30,000)
The cash payments of $33,000 to Diel and $7,000 to Ebbs leave both with a sufcient capital account credit balance to absorb their share of the additional loss if Frey is unable to pay $3,000 to the partnership. The income-sharing ratio is 20% for Diel and 40% for Ebbs; consequently, the possible additional loss of $3,000 would be charged to them in the proportion of 26, or $1,000, to Diel and 46, or $2,000, to Ebbs. The payment of the $40,000 cash available to partners is divided between them in a manner that reduces Diels capital account balance to $1,000 and Ebbss balance to $2,000.
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If the $3,000 is later collected from Frey, this amount will be divided $1,000 to Diel and $2,000 to Ebbs. The foregoing statement of realization and liquidation then may be completed as follows:
Completion of Liquidation; Capital Decit Paid by Partner Frey
Balances (from page 79) Cash received from Frey Payments to partners
Ebbs (40%)
$2,000
Frey (40%)
$(3,000) 3,000
(1,000)
(2,000)
However, if the $3,000 receivable from Frey is uncollectible, the statement of realization and liquidation would be completed with the write-off of Freys capital decit shown as an additional loss absorbed by Diel and Ebbs as follows:
Ebbs (40%)
$2,000
Frey (40%)
$(3,000)
(1,000)
(2,000)
3,000
Equities of Two Partners Are Not Sufcient to Absorb Their Shares of Loss from Realization
It already has been noted that inability of a partner to pay the partnership for a capital decit causes an additional loss to the other partners. A partner may have sufcient capital, or combination of capital and loan accounts, to absorb any direct share of loss on the realization of noncash assets, but not sufcient equity to absorb additional actual or potential losses caused by inability of the partnership to collect the decit in another partners capital account. In brief, one capital decit, if not collectible, may cause a second capital decit that may or may not be collectible. Assume that Judd, Kamb, Long, and Marx, partners of Judd, Kamb, Long & Marx LLP, share net income and losses 10%, 20%, 30%, and 40%, respectively. Their capital account balances for the period August 1 through 15, 2005, are as shown in the statement of realization and liquidation on page 81, supported by the table that follows. Table 3.1 on page 81, which supports the statement of realization and liquidation on that page, shows that the $20,000 of available cash may be distributed $16,000 to Judd and $4,000 to Kamb. If the $24,000 decit in Marxs capital account proves uncollectible, the additional loss to be divided among the other three partners will cause Longs capital account to change from a $6,000 credit balance to a $6,000 debit balance (decit). Therefore, Long is not eligible to receive a cash payment. If this decit in Longs capital account proves uncollectible, the balances remaining in the capital accounts of Judd and Kamb, after the cash payments to them totaling $20,000, will be equal to the amounts ($2,000 and $4,000, respectively) needed to absorb the additional loss shifted from Longs capital account.
Other
$200,000
Liabilities
$120,000
Judd (10%)
$30,000
Kamb (20%)
$32,000
Long (30%)
$30,000
Marx (40%)
$ 8,000
$ 6,000
$(24,000)
TABLE 3.1
Partners Capital Judd (10%) Capital account balances before distribution of cash to partners Additional loss to Judd, Kamb, and Long if Marxs decit is uncollectible (ratio of 10 : 20 : 30) Balances Additional loss to Judd and Kamb if Longs decit is uncollectible (ratio of 10 : 20) Amounts that may be paid to partners Kamb (20%) Long (30%) Marx (40%)
$22,000
$16,000
$ 6,000
$(24,000)
(4,000) $18,000
(8,000) $ 8,000
(12,000) $ (6,000)
24,000
(2,000) $16,000
(4,000) $ 4,000
6,000
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his or her capital account. As an illustration of an insolvent partnership whose partners are solvent (have personal assets in excess of liabilities), assume that Nehr, Ordo & Page LLP, whose partners share net income and losses equally, had the following balance sheet just prior to liquidation on May 10, 2005:
Balance Sheet for Limited Liability Partnership to Be Liquidated
Cash Other assets
Assets
$ 15,000 85,000
Total
$100,000
On May 12, 2005, the other assets with a carrying amount of $85,000 realize $40,000 cash, which causes a loss of $45,000 to be divided equally among the partners. The total cash of $55,000 is paid to the partnership creditors, which leaves unpaid liabilities of $10,000. Partner Nehrs capital account has a credit balance of $3,000 after absorbing onethird of the loss. Partners Ordo and Page owe the partnership $5,000 and $8,000, respectively. Assuming that on May 30, 2005, Ordo and Page pay in the amounts of their deciencies, the partnership will use $10,000 of the $13,000 available cash to pay the remaining liabilities and will distribute $3,000 to Nehr. These events are summarized in the statement of realization and liquidation below.
NEHR, ORDO & PAGE LLP
Statement of Realization and Liquidation May 12 through 30, 2005
Assets Cash
Balances before liquidation Realization of other assets at a loss of $45,000 Balances Partial payment to creditors Balances Cash invested by Ordo and Page Balances Final payment to creditors Balances Payment to Nehr $ 15,000 40,000 $ 55,000 (55,000) $ -013,000 $ 13,000 (10,000) $ 3,000 (3,000)
Nehr (13)
$18,000 (15,000) $ 3,000 $ 3,000 $ 3,000 $ 3,000 (3,000)
Ordo (13)
$ 10,000 (15,000) $ (5,000) $ (5,000) 5,000
Page (13)
$ 7,000 (15,000) $ (8,000) $ (8,000) 8,000
$ 85,000 (85,000)
It should be noted that if a limited liability partnership is insolvent because of an adverse award of damages in a lawsuit, and the partner or partners responsible for the damages are solvent, they alone of the partners must pay the amount of damages that the insolvent LLP is unable to pay. However, if such partners also are insolvent, both they and the LLP may have
to le for liquidation under Chapter 7 of the U.S. Bankruptcy Code, which is discussed in Chapter 14 of this textbook. The partners of the LLP not responsible for the award of damages, unless they too were insolvent, apparently would not have to undertake bankruptcy proceedings.
Total
$110,000
Assume also that on November 30, 2005, the partners have the following assets and liabilities other than their equities in the partnership:
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The realization of other assets of the partnership results in a loss of $60,000, as shown in the following statement of realization and liquidation for the period December 1 through 12, 2005:
RICH, SAND & TOLL PARTNERSHIP
Statement of Realization and Liquidation December 1 through 12, 2005
Assets Cash
Balances before liquidation Realization of other assets at a loss of $60,000 Balances Partial payment to creditors Balances $10,000 40,000 $50,000 (50,000)
Rich ( 3)
$ 5,000 (20,000) $(15,000) $(15,000)
Sand (13)
$ 15,000 (20,000) $ (5,000) $ (5,000)
Toll (13)
$ 30,000 (20,000) $ 10,000 $ 10,000
$100,000 (100,000)
The creditors of the partnership have received all the cash of the general partnership and still have unpaid claims of $10,000. They cannot collect from Sand or Toll because the assets of these two partners are just sufcient or are insufcient to pay their personal liabilities. However, the partnership creditors may collect the $10,000 in full from Rich, who is solvent. By chance, Rich has a capital decit of $15,000, but this is of no concern to creditors of the partnership, who may collect in full from any partner who has sufcient assets, regardless of whether that partners capital account has a debit balance or a credit balance. The statement of realization and liquidation is now continued below to show Richs payment of the nal $10,000 owed to partnership creditors. Because the assumptions about Richs nances showed that Rich had $100,000 of assets and only $25,000 of liabilities, Rich is able to invest in the partnership the additional $5,000 needed to offset Richs capital decit. This $5,000 cash is paid to partner Toll, the only partner with a capital account credit balance.
Liabilities
$ 10,000 (10,000)
Rich ( 3)
$(15,000) 10,000 $ (5,000) 5,000
Sand (13)
$(5,000)
Toll (13)
$10,000
$(5,000) $(5,000)
$(5,000)
The continued statement of realization and liquidation now shows that Sand owes $5,000 to the partnership; however, Sands assets of $50,000 are exactly equal to Sands personal liabilities of $50,000. Under the Uniform Partnership Act, all the assets of Sand will go to Sands creditors; therefore, the $5,000 decit in Sands capital account represents an additional loss to be shared equally by Rich and Toll. To conclude the liquidation, Rich, who is solvent, pays $2,500 to the partnership, and the $2,500 will be paid to Toll or to
Tolls creditors, because Toll is insolvent. These payments are shown below to complete the statement of realization and liquidation for the Rich, Sand & Toll Partnership:
Sand (13)
$(5,000)
Toll (13)
$ 5,000 (2,500) $ 2,500 $ 2,500 (2,500)
5,000
The nal results of the liquidation show that the partnership creditors received payment in full because of the nancial status of partner Rich. Because Rich was solvent, the creditors of Rich also were paid in full. The creditors of Sand were paid in full, thereby exhausting Sands assets; however, because Sand failed to pay the $5,000 capital decit to the partnership, an additional loss of $5,000 was absorbed by Rich and Toll. The creditors of Toll received all of Tolls separate assets of $5,000 and also $7,500 from the partnership, representing Tolls equity in the rm. However, Tolls creditors were able to collect only $12,500 ($5,000 $7,500 $12,500) on their total claims of $60,000.
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Assets
$ 8,000 192,000
Total
$200,000
To simplify the illustration, assume that noncash assets were realized as follows:
Date, 2005
July 31 August 31 September 30 Totals
Loss on Realization
$13,500 36,000 31,500 $81,000
Thus, on July 31, 2005, $56,500 ($8,000 $48,500 $56,500) of cash is available for distribution. The rst claim to the cash is that of partnership creditors; because their claims total $61,000, the entire $56,500 available on July 31 is paid to creditors, leaving an unpaid balance of $4,500 ($61,000 $56,000 $4,500), and the partners receive nothing on that date. On August 31, 2005, $30,000 cash is available for distribution; the rst $4,500 is paid to creditors, leaving $25,500 ($30,000 $4,500 $25,500) available for distribution to partners. Under the worst-case scenario described on page 86 the appropriate distribution of the $25,500 to partners is determined as follows:
Urne Capital account balances, July 5, 2005 Allocation of loss on July 31, 2005, realization of noncash assets ($13,500) Allocation of loss on Aug. 31, 2005, realization of noncash assets ($36,000) Capital account balances, Aug. 31, 2005 Allocation of maximum potential loss on remaining noncash assets ($64,000) Potential capital account balances Allocation of potential loss from uncollectibility of Urnes potential capital decit in ratio of 3 : 2 Appropriate cash payments to partners, Aug. 31, 2005 $ 40,000 (6,000) (16,000) $ 18,000 (28,445) $(10,445) 10,445 0
A technique similar to that above would be used to determine the appropriate payment to partners of the $32,500 cash available on September 30, 2005.
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becomes available. For these reasons, it is more efficient to prepare in advance a complete cash distribution program to show how cash may be divided during liquidation. If such a program is prepared, any amounts of cash received from the realization of partnership assets may be paid immediately to partnership creditors and the partners as specied in the program. Using the data for Urne, Vint & Wahl LLP illustrated on page 87, the following cash distribution program may be prepared; the working paper supporting the cash distribution program and an explanation of the preparation of the working paper are below and on pages 89 and 90:
Creditors First Next Next All over $ 61,000 24,000 25,000 $110,000 100%
Urne
Vint
60% 3 9
Procedures for developing the following working paper.1 1. The capital account balances before liquidation represent the equities of the partners in the partnership, that is, the balance of a partners capital account, plus or minus the balance (if any) of a loan made by a partner to the partnership or a loan made by the partnership to a partner. 2. The capital account balance before liquidation for each partner is divided by each partners income-sharing ratio to determine the amount of capital per unit of income (loss) sharing for each partner. This procedure is critical because it (1) identies the partner with the largest capital per unit of income (loss) sharing who, therefore, will be the rst to receive cash, (2) facilitates the ranking of partners in the order in which they are entitled to receive cash, and (3) provides the basis for computing the amount of cash each partner receives at various stages of liquidation. Because Wahls capital per unit of income (loss) sharing is largest ($27,000), Wahl is the rst partner to receive cash (after all partnership creditors have been paid), followed by Vint and nally by Urne. 3. Wahl receives enough cash to reduce Wahls capital of $27,000 per unit of income (loss) sharing to $15,000, equal to the balance for Vint, the second-ranking partner. To accomplish this,Wahls capital per unit of income (loss) sharing must be reduced by $12,000, and because Wahl has two units of income (loss) sharing,Wahl receives $24,000 ($12,000 2 $24,000) before Vint receives any cash.
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The procedure for preparing a cash distribution program illustrated herein may be used regardless of the number of partners involved or the complexity of the income-sharing ratio. For example, assume that partners share net income and losses as follows: Abt 41.2%, Bry 32.3%, Cam 26.5%. The incomesharing ratio may be stated as 412 for Abt, 323 for Bry, and 265 for Cam to apply the techniques illustrated in this section.
Urne Capital account balances before liquidation Income-sharing ratio Divide capital account balances before liquidation by income-sharing ratio to obtain capital per unit of income (loss) sharing for each partner Required reduction in capital per unit of income (loss) sharing for Partner Wahl to reduce Wahls balance to equal the next largest balance (for Partner Vint). This is the amount of the rst cash distribution to a partner per unit of the partners income (loss) sharing. Because Wahl has 2 units of income (loss) sharing, Wahl receives the rst $24,000 ($12,000 2 $24,000) Capital per unit of income (loss) sharing after payment of $24,000 to Wahl Required reduction in capital per unit of income (loss) sharing for Partners Vint and Wahl to reduce their balances to equal Partner Urnes balance, which is the smallest capital per unit of income (loss) sharing. The required reduction is multiplied by each partners income-sharing ratio to compute the amount of cash to be paid. Thus, Vint receives $15,000 ($5,000 3 $15,000), and Wahl receives $10,000 ($5,000 2 $10,000) Capital per unit of income (loss) sharing after payment of $15,000 to Vint and $34,000 to Wahl. Remaining cash may be distributed in the income-sharing ratio $40,000 4
Vint $45,000 3
Wahl $54,000 2
$10,000
$15,000
$27,000
(5,000)
(5,000)
$10,000
$10,000
$10,000
4. At this point, the capital per unit of income (loss) sharing for both Vint and Wahl is $15,000, indicating that they are entitled to receive cash until their capital per unit of income (loss) sharing is reduced by $5,000 to the $10,000 balance for Urne, the lowestranking partner. Because Vint has three units and Wahl has two units of income (loss) sharing, Vint receives $15,000 ($5,000 3 $15,000) and Wahl receives an additional $10,000 ($5,000 2 $10,000) before Urne receives any cash. After Wahl receives $24,000, Vint and Wahl would share any amount of cash available to a maximum amount of $25,000 in a 3 : 2 ratio. 5. After Vint has received $15,000 and Wahl has received $34,000 ($24,000 $10,000 $34,000), the capital per unit of income (loss) sharing is $10,000 for each partner, and any additional cash is paid to the partners in the income-sharing ratio (4 : 3 : 2), because their capital account balances have been reduced to the income-sharing ratio. This is illustrated on the next page.
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Urne (49) Capital account balances before liquidation First payment of cash to Wahl Second payment of cash to Vint and Wahl in 3 : 2 ratio Capital account balances (in income-sharing ratio of 4 : 3 : 2) after payment of total of $49,000 to Vint and Wahl $40,000
(15,000)
$40,000
$ 30,000
$20,000
Only when installment payments reach the point at which partners capital account balances correspond with the income-sharing ratio may subsequent cash payments be made in that ratio. A cash distribution program such as the one on page 88 also may be used to ascertain an equitable distribution of noncash assets to partners. The current fair value of noncash assets such as marketable securities, inventories, or equipment distributed to partners is treated as equivalent to cash payments. If a distribution of noncash assets departs from the cash distribution program by giving one of the partners a larger distribution than that partner is entitled to receive, subsequent distributions should be adjusted to allow the remaining partners to make up the distribution prematurely made to one of the partners. In such cases, a revised cash distribution program must be prepared, because the original relationship among the partners capital account balances has been disrupted. Any losses or gains on the realization of assets during liquidation are allocated to the partners in the income-sharing ratio, unless the partnership contract specifies another allocation procedure. Thus, the degree to which the capital account balances do not correspond with the income-sharing ratio is not altered by such losses or gains. Consequently, losses or gains from the realization of assets in the course of partnership liquidation do not affect the cash distribution program prepared prior to the start of liquidation. To illustrate how the cash distribution program on page 88 may be used, assume that the realization of other assets by Urne, Vint & Wahl LLP from July 6 through September 30, 2005, is as shown on page 87. The cash available each month is paid to creditors and partners according to the cash distribution program on page 88. The distributions of cash are summarized below:
Cash
$ 56,500 30,000
Liabilities
$56,500 4,500
Urne (49)
Vint (39)
Wahl (29)
32,500
$4,000 $119,000 $61,000 $4,000
} }
Totals
$36,000
The entire cash balance of $56,500 available on July 31 is paid to creditors, leaving $4,500 in unpaid liabilities. When $30,000 becomes available on August 31, $4,500 is paid to creditors, leaving $25,500 to be paid to the partners according to the cash distribution program on page 88. The program requires Wahl to receive 100% of the first $24,000 available for distribution to partners, and for Vint and Wahl to share the next $25,000 in a 3 : 2 ratio. On August 31 only $1,500 ($30,000 $4,500 $24,000 $1,500) is available for payment to Vint and Wahl; thus, they receive $900 and $600, respectively. Of the $32,500 available on September 30, the first $23,500 is paid to Vint and Wahl in a 3 : 2 ratio, or $14,100 and $9,400, respectively, in order to complete the distribution of $25,000 to Vint and Wahl before Urne participates; this leaves $9,000 ($32,500 $23,500 $9,000) to be distributed to Urne, Vint, and Wahl in the 4 : 3 : 2 income-sharing ratio. A complete statement of realization and liquidation for Urne, Vint & Wahl LLP follows.
Assets Cash
Balances before liquidation July 31 installment: Realization of other assets at a loss of $13,500 Balances Payment to creditors Balances Aug. 31 installment: Realization of other assets at a loss of $36,000 Balances Payment to creditors Balances Payments to partners Balances Sept. 30 installment: Realization of other assets at a loss of $31,500 Balances Payments to partners $ 8,000
Urne ( 9)
$ 40,000
Vint (39)
$ 45,000
Wahl (29)
$ 54,000
$192,000
$ 4,500 (4,500)
(64,000)
The journal entries to record the realization of assets and to complete the liquidation of Urne, Vint & Wahl LLP are as follows:
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2005 July 31 Cash Urne, Capital Vint, Capital Wahl, Capital Other Assets To record realization of assets and division of $13,500 loss among partners in 4 : 3 : 2 ratio. 48,500 6,000 4,500 3,000 62,000
31 Liabilities Cash To record payment to creditors. Aug. 31 Cash Urne, Capital Vint, Capital Wahl, Capital Other Assets To record realization of assets and division of $36,000 loss among partners in 4 :3 : 2 ratio.
56,500 56,500
31 Liabilities Vint, Capital Wahl, Capital Cash To record payment to creditors and rst installment to partners. Sept. 30 Cash Urne, Capital Vint, Capital Wahl, Capital Other Assets To record realization of remaining assets and division of $31,500 loss among partners in 4 :3 : 2 ratio. Urne, Capital Vint, Capital Wahl, Capital Cash To record nal installment to partners to complete the liquidation of the partnership.
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amount of cash set aside, and equal to recorded unpaid liabilities, is not a factor in computing possible future liquidation losses; the possible future loss is measured by the amount of noncash assets, any unrecorded liabilities, and any liquidation costs that may be incurred. Any costs incurred during the liquidation of a partnership are deducted from partners capital account balances to compute the cash available for distribution to partners. Costs of liquidation thereby are treated as part of the total loss from liquidation. However, in some cases, the liquidator may wish to withhold cash in anticipation of future liquidation costs. The amount of cash set aside for future liquidation costs or for payment of unrecorded liabilities should be combined with the amount of noncash assets in the computation of the maximum possible loss that may be incurred to complete the liquidation of the partnership.
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64,000 $99,000
After an appraisal of the equipment and an audit of the partnerships nancial statements, the partners agree that the following adjustments are required to restate the net assets of the partnership to current fair value: 1. Increase the allowance for doubtful accounts to $1,000. 2. Increase the inventories to current replacement cost of $30,000. 3. Increase the equipment to its reproduction cost new, $70,000, less accumulated depreciation on this basis, $30,500; that is, to current fair value, $39,500. 4. Recognize accrued liabilities of $1,100. 5. Recognize goodwill of $10,000. B & B Corporation is authorized to issue 10,000 shares of $10 par common stock. It issues 5,500 shares of common stock valued at $15 a share to the partnership in exchange for the net assets of the partnership. The 5,500 shares received by the partnership are divided between the partners on the basis of the adjusted balances of their capital accounts. (Partners may withdraw small amounts of cash to round their capital account balances to even amounts, thus avoiding the issuance of fractional shares of common stock.) This procedure completes the dissolution and liquidation of the partnership. Although the accounting records of the partnership may be modied to serve as the records of the new corporation, it is customary to use a new set of accounting records for the corporation. If this alternative is followed, the procedures required are:
In Accounting Records of Partnership: 1. Prepare journal entries for revaluation of assets, including recognition of goodwill. 2. Record any cash withdrawals necessary to adjust partners capital account balances to round amounts. (In some instances, the contract may require transfer to the corporation of all assets except cash.) 3. Record the transfer of assets and liabilities to the corporation, the receipt of the corporations common stock by the partnership, and the distribution of the common stock to the partners in settlement of the balances of their capital accounts.
The journal entries to adjust and eliminate the accounting records of the Blair & Benson LLP on June 30, 2005, are as follows:
Inventories ($30,000 $25,500) Equipment ($70,000 $60,000) Goodwill Allowance for Doubtful Accounts ($1,000 $600) Accumulated Depreciation of Equipment ($30,500 $26,000) Accrued Liabilities Payable Blair, Capital ($18,500 0.80) Benson, Capital ($18,500 0.20) To adjust assets and liabilities to agreed amounts and to divide net gain of $18,500 between partners in 4 : 1 ratio Receivable from B & B Corporation ($64,000 $18,500) Trade Accounts Payable Accrued Liabilities Payable Allowance for Doubtful Accounts Accumulated Depreciation of Equipment Cash Trade Accounts Receivable Inventories Equipment Goodwill To record transfer of assets and liabilities to B & B Corporation. Common Stock of B & B Corporation (5,500 $15) Receivable from B & B Corporation To record receipt of 5,500 shares of $10 par common stock valued at $15 a share in payment for net assets transferred to B & B Corporation. Blair, Capital ($47,990 $14,800: 4,186 $15) Benson, Capital ($16,010 $3,700; 1,314 $15) Common Stock of B & B Corporation To record distribution of common stock of B & B Corporation to partners: 4,186 shares to Blair and 1,314 shares to Benson.
82,500 35,000 1,100 1,000 30,500 12,000 28,100 30,000 70,000 10,000
82,500 82,500
In Accounting Records of Corporation: 1. Record the acquisition of assets and liabilities (including obligation to pay for the net assets) from the partnership at current fair values. 2. Record the issuance of common stock at current fair value in payment of the obligation to the partnership. The journal entries in the accounting records of B & B Corporation on June 30, 2005, are illustrated on the next page:
96
Cash Trade Accounts Receivable Inventories Equipment Goodwill Allowance for Doubtful Accounts Trade Accounts Payable Accrued Liabilities Payable Payable to Blair & Benson LLP To record acquisition of assets and liabilities from Blair & Benson LLP. Payable to Blair & Benson LLP Common Stock, $10 par (5,500 $10) Paid-In Capital in Excess of Par To record issuance of 5,500 shares of common stock valued at $15 a share in payment for net assets of Blair & Benson LLP.
Note that the allowance for doubtful accounts is recognized in the accounting records of B & B Corporation because the specic accounts receivable that may not be collected are not known. In contrast, the depreciation recognized by the Blair & Benson Partnership is disregarded by B & B Corporation because the cost of the equipment to the new corporation is $39,500. The balance sheet for B & B Corporation on June 30, 2005, is as follows:
B & B CORPORATION
Balance Sheet June 30, 2005 Assets Cash Trade accounts receivable Less: Allowance for doubtful accounts Inventories, at current replacement cost Equipment, at current fair value Goodwill Total assets Liabilities and Stockholders Equity Liabilities: Trade accounts payable Accrued liabilities payable Total liabilities Stockholders equity: Common stock, $10 par, authorized 10,000 shares, issued and outstanding 5,500 shares Additional paid-in capital Total liabilities and stockholders equity $ 12,000 $ 28,100 1,000 27,100 30,000 39,500 10,000 $118,600
$ 55,000 27,500
82,500 $118,600
JOINT VENTURES
A joint venture differs from a partnership in that it is limited to carrying out a single project, such as production of a motion picture or construction of a building. Historically, joint ventures were used to nance the sale or exchange of a cargo of merchandise in a foreign country. In an era when marine transportation and foreign trade involved many hazards, individuals (venturers) would band together to undertake a venture of this type. The capital required usually was larger than one person could provide, and the risks were too high to be borne alone. Because of the risks involved and the relatively short duration of the project, no net income was recognized until the venture was completed. At the end of the voyage, the net income or net loss was divided among the venturers, and their association was ended. In its traditional form, the accounting for a joint venture did not follow the accrual basis of accounting. The assumption of continuity was not appropriate; instead of the determination of net income at regular intervals, the measurement and reporting of net income or loss awaited the completion of the venture.
98
nancial position or results of operations of an investor, it may be necessary for summarized information as to assets, liabilities, and results of operations of the investees to be presented in the notes or in separate statements, either individually or in groups, as appropriate.2
A recent variation of the corporate joint venture is the limited liability company (LLC) joint venture, which is the corporate version of the limited liability partnership discussed in Chapter 2 and this chapter. An example of the formation of two LLC joint ventures is found in the following note to the nancial statements of Stone Container Corporation, a publicly owned enterprise:
Notes to Financial Statements 3. (In Part): Joint Ventures, Acquisitions and Investments On May 30, 1996, the Company entered into a joint venture with Four M Corporation (Four M) to form Florida Coast Paper Company, L.L.C. (Florida Coast) to purchase a paperboard mill located in Port St. Joe, Florida, from St. Joe Paper Company for $185 million plus applicable working capital. As part of the transaction, Florida Coast sold, through a private placement, debt of approximately $165 million. Pursuant to an exchange offer, such privately-placed debt was exchanged for registered notes identical to the privately-placed notes. The Company accounts for its investment in Florida Coast under the equity method. Concurrent with the formation of the joint venture, the Company and Four M entered into output purchase agreements with Florida Coast which require each of the joint venture partners to purchase 50 percent of the production of Florida Coast. The output purchase agreements also require the Company and Four M to equally share in the funding of certain cash ow decits of Florida Coast. On July 12, 1996, the Company and Gaylord Container Corporation entered into a joint venture whereby the retail bag packaging businesses of these two companies were contributed to form S&G Packaging Company, L.L.C. (S&G). The Company accounts for its interest in S&G under the equity method. S&G produces paper grocery bags and sacks, handle sacks and variety bags, with estimated annual sales in excess of $300 million and serves supermarkets, quick service restaurants, paper distributors and non-food mass merchandisers throughout North America and the Caribbean.3
accounting process should conform to generally accepted accounting practices, from the recording of transactions to the preparation of nancial statements.
In view of the foregoing, it appears that either of two alternative methods of accounting may be adopted by investors in unincorporated joint ventures; thus, some investors have the option of using either the equity method of accounting or a proportionate share method of accounting for the investments. The two methods may be illustrated by assuming that Arthur Company and Beatrice Company each invested $400,000 for a 50% interest in an unincorporated joint venture on January 2, 2005. Condensed nancial statements (other than a statement of cash ows) for the joint venture, Arbe Company, for 2005 were as follows:
Arthur Company
Investments, Jan. 2 Add: Net income Venturers capital, end of year $400,000 250,000 $650,000
Beatrice Company
$400,000 250,000 $650,000
Combined
$ 800,000 500,000 $1,300,000
The Equity Method of Accounting for Investments in Common Stock: Accounting Interpretation of APB Opinion No. 18, No. 2, Investments in Partnerships and Ventures, AICPA (New York: 1971).
100
1,300,000 $4,000,000
Under the equity method of accounting, both Arthur Company and Beatrice Company prepare the following journal entries for the investment in Arbe Company:
Venturers Journal Entries for Unincorporated Joint Venture under Equity Method of Accounting
2005 Jan. 2 Investment in Arbe Company (Joint Venture) Cash To record investment in joint venture. Investment in Arbe Company (Joint Venture) Investment Income To record share of Arbe Company net income ($500,000 0.50 $250,000). 400,000 400,000
Dec. 31
250,000 250,000
Under the proportionate share method of accounting, in addition to the two foregoing journal entries, both Arthur Company and Beatrice Company prepare the following journal entry for their respective shares of the assets, liabilities, revenue, and expenses of Arbe Company:
Venturers Additional Journal Entry for Unincorporated Joint Venture under Proportionate Share Method of Accounting
2005 Dec. 31 Current Assets ($1,600,000 0.50) Other Assets ($2,400,000 0.50) Costs and Expenses ($1,500,000 0.50) Investment Income Current Liabilities ($800,000 0.50) Long-Term Debt ($1,900,000 0.50) Revenue ($2,000,000 0.50) Investment in Arbe Company (Joint Venture) To record proportionate share of joint ventures assets, liabilities, revenue, and expenses. 800,000 1,200,000 750,000 250,000 400,000 950,000 1,000,000 650,000
Use of the equity method of accounting for unincorporated joint ventures is consistent with the accounting for corporate joint ventures specied by APB Opinion No. 18. However, information on material assets and liabilities of a joint venture may be relegated to a note to nancial statements (see footnote 2, par. 20d on page 98), thus resulting in off balance sheet nancing. The proportionate share method of accounting for unincorporated joint ventures avoids the problem of offbalance sheet nancing but has the questionable practice of including portions of assets such as plant assets in each venturers balance sheet. Given the Financial Accounting Standards Boards statement that Information about an enterprise gains greatly in usefulness if it can be compared with similar information about other enterprises,5 it is undesirable to have two signicantly different generally accepted accounting methods for investments in unincorporated joint ventures. Accordingly, the FASB has undertaken a study of the accounting for investments in joint ventures, as well as the accounting for all investments for which the equity method of accounting presently is used. In International Accounting Standard 31 ( IAS 31), Financial Reporting of Interests in Joint Ventures, the International Accounting Standards Board, which is discussed in Chapter 11, permits either the proportionate consolidation method (analogous to the proportionate share method described on page 99) or the equity method for a venturers investment in a jointly controlled entity, which might be a corporation or a partnership. As pointed out on page 99, U.S. generally accepted accounting principles require the equity method of accounting for investments in corporate joint ventures but permit either the equity method or the proportionate share method of accounting for investments in unincorporated joint ventures.
SEC ENFORCEMENT ACTIONS DEALING WITH WRONGFUL APPLICATION OF ACCOUNTING STANDARDS FOR JOINT VENTURES
AAER 40, Securities and Exchange Commission v. Chronar Corp. (October 3, 1984), reported a permanent injunction against a corporation engaged in research and development of solar photovoltaic technology and the design, development, and marketing of manufacturing processes and equipment for photovoltaic panels. The SEC alleged that the corporation had prematurely recognized revenue (under the proportionate share method of accounting) from a joint venture of which it was a 51% owner. The revenue was from the corporation itself, in transactions fraught with uncertainties. The result of the inappropriate recognition of revenue and related expenses of the joint venture by the corporation was a 48% understatement of the corporations nine-month net loss reported to the SEC in its quarterly report on Form 10-Q. In a related enforcement action, reported in AAER 78, . . . In the Matter of Seidman & Seidman . . . (October 10, 1985), the CPA rm that had reviewed the corporations nine-month nancial statements was censured by the SEC and undertook to improve its professional standards. The SEC reported in AAER 102, . . . In the Matter of Ray M. VanLandingham and Wallace A. Patzke, Jr. (June 20, 1986), the issuance of an order requiring the chief accounting ofcer and the controller (both CPAs) of a corporate marketer of petroleum
Statement of Financial Accounting Concepts No. 2, Qualitative Characteristics of Accounting Information, FASB (Stamford, CT: 1980), par. 111.
102
products to comply with provisions of the Securities Exchange Act of 1934 and related rules. The SEC found that the two executives were responsible for the corporations failure to write down by at least $100 million its investment (carried at $311 million) in a joint venture that operated an oil renery. The write-down was necessitated by the corporations unsuccessful efforts to sell its investment in the joint venture at a price signicantly below the carrying amount of the investment.
Review Questions
1. Alo and Bel, partners of Alo & Bel LLP, have capital accounts of $60,000 and $80,000, respectively. In addition, Alo has made an interest-bearing loan of $20,000 to the partnership. If Alo and Bel now decide to liquidate the partnership, what priority or advantge, if any, does Alo have in the liquidation with respect to the loan ledger account? 2. Explain the procedure to be followed in a limited liability partnership liquidation when a debit balance arises in the capital account of one of the partners. 3. In the liquidation of Cor, Don & Ell LLP, the realization of noncash assets resulted in a loss that produced the following balances in the partners capital accounts: Cor, $25,000 credit; Don, $12,500 credit; and Ell, $5,000 debit. The partners shared net income and losses in a 5 : 3 : 2 ratio. All liabilities have been paid, and $32,500 of cash is available for distribution to partners. However, it is not possible to determine at present whether Ell will be able to pay in the $5,000 capital decit. May the cash on hand be distributed without a delay to determine the collectibility of the amount due from Ell? Explain. 4. After realization of all noncash assets and distributing all available cash to creditors, the insolvent Fin, Guy & Han Partnership (a general partnership) still had trade accounts payable of $12,000. The capital account of Fin had a credit balance of $16,000 and that of Guy had a credit balance of $2,000. Creditors of the partnership demanded payment from Fin, who replied that the three partners shared net income equally and had begun operations with equal capital investments. Fin therefore offered to pay the creditors one-third of their claims and no more. What is your opinion of the position taken by Fin? What is the balance of Hans capital account? What journal entry, if any, should be made in the partnership accounting records for a payment by Fin to the partnership creditors? 5. In Ile, Job & Key, LLP, Ile is the managing partner. The partnership contract provides that Ile is to receive an annual salary of $12,000, payable in 12 equal monthly installments, and the resultant net income or loss is to be divided equally. On June 30, 2005, the partnership suspended operations and began liquidation. Because of a shortage of cash, Ile had not drawn any salary for the last two months of operations. How should Iles claim for $2,000 of unpaid wages be accounted for in the liquidation of the partnership? 6. Lud and Moy, partners of the liquidating Lud & Moy LLP, share net income and losses equally. State reasons for allocation of losses incurred in the realization of assets equally or in the ratio of capital account balances. 7. Explain the basic principle to be observed in the distribution of cash in installments to partners when the liquidation of a limited liability partnership extends over several months. 8. During the installment liquidation of a limited liability partnership, it is appropriate to estimate the loss from realization of noncash assets. What journal entries, if any,
9.
10.
11.
12.
13.
14. 15.
16.
should be made to recognize in the partners capital accounts their respective shares of the loss that may be incurred during the liquidation? Nom, Orr & Pan LLP is to be liquidated over several months, with installment distributions of cash to the partners. Will the total amount of cash received by each partner under these circumstances be more, less, or the same amount as if the liquidator had retained all cash until all noncash assets had been realized and then had made a single cash payment to each of the partners? Under what circumstances, if any, is it appropriate for a limited liability partnership undergoing installment liquidation to distribute cash to partners in the income-sharing ratio? Rab, San, and Tay, partners of Rab, San & Tay LLP who share net income or losses equally, had capital account balances of $30,000, $25,000, and $21,000, respectively, when the partnership began liquidation. Among the assets was a promissory note receivable from San in the amount of $7,000. All partnership liabilities had been paid. The rst assets realized during the liquidation were marketable debt securities (classied as held to maturity) with a carrying amount of $15,000, for which cash of $18,000 was received. How should this $18,000 be divided among the partners? When Urb, Van & Woo LLP began liquidation, the capital account credit balances were Urb, $38,000; Van, $35,000; and Woo, $32,000. When the liquidation was complete, Urb had received less cash than either of the other two partners. What factors might explain why the partner with the largest capital account balance might receive the smallest amount of cash in liquidation? Yang and Zee, partners of Yang & Zee LLP, decided to incorporate the partnership as Yang-Zee Corporation. The entire capital stock of Yang-Zee Corporation was divided equally between Yang and Zee because they had equal capital account balances in the partnership. An appraisal report obtained on the date of incorporation indicated that the land and buildings had increased in value by 50% while owned by the partnership. Should the carrying amounts of those assets be increased to appraisal value or valued at cost less accumulated depreciation to the partnership when recognized in Yang-Zee Corporations accounting records? Explain. Explain how a joint venture differs from a partnership. What are corporate joint ventures? What accounting standards for such ventures were established in APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock? Compare the equity method of accounting with the proportionate share method of accounting for an investment in an unincorporated joint venture.
Exercises
(Exercise 3.1) Select the best answer for each of the following multiple-choice questions: 1. If Jebb, a partner with a loan receivable from a liquidating limited liability partnership, receives less cash than the amount of the loan during the liquidation, the payment is recorded with a debit to the partnerships ledger account entitled: a. Loan Receivable from Jebb. b. Jebb, Capital. c. Jebb, Drawing. d. Loan Payable to Jebb.
104
2. Is the balance of the Loan Payable to Partner Jones ledger account combined with the balance of the Partner Jones, Capital account of a liquidating limited liability partnership in:
The Partnerships General Ledger? The Partnerships Statement of Realization and Liquidation? Yes No Yes No
a. b. c. d.
Yes Yes No No
3. In the liquidation of a limited liability partnership, a loan payable to a partner: a. Must be offset against that partners capital account balance before liquidation commences. b. Will not advance the time of payment to that partner during the liquidation. c. Has the same priority as amounts payable to outside creditors of the partnership. d. Must be closed to that partners drawing account. 4. In the liquidation of a limited liability partnership, cash received by a partner having a loan receivable from the partnership is debited to the partners: a. Loan account. b. Capital account. c. Drawing account. d. Retained earnings account. 5. Prior to the beginning of liquidation, the liabilities and partners capital of Mann, Nunn & Ogg LLP, whose partners shared net income and losses equally, consisted of Liabilities, $60,000; Loan Payable to Ogg, $21,000; Mann, Capital, $30,000; Nunn, Capital, $60,000; and Ogg, Capital, $39,000. If, after realization of all noncash assets and payment of all outsider liabilities, $60,000 cash was available for distribution to partners on January 31, 2005, partner Ogg should receive: a. $60,000 b. $39,000 c. $30,000 d. $21,000 e. Some other amount 6. The marshaling of assets provisions of the Uniform Partnership Act provide that unpaid creditors of an insolvent general partnership have rst claim to assets of: a. The partnership. b. A solvent partner. c. An insolvent partner. d. Either the partnership or a solvent partner, as elected by the creditor. 7. May unpaid creditors of an insolvent liquidating general partnership obtain payment from a personally solvent partner whose partnership capital account has a:
Debit Balance? Credit Balance? Yes No Yes No
a. b. c. d.
Yes Yes No No
8. The ledger accounts of the liquidating Gill, Hall & James LLP included Loan Receivable from Gill, $10,000 dr; Loan Payable to Hall, $20,000 cr; Gill, Capital, $30,000 dr; Hall, Capital, $60,000 cr; James, Capital, $50,000 cr. The partners share net income and losses 20%, 40%, and 40%, respectively. In the preparation of a cash distribution to partners during liquidation working paper, beginning capital per unit of incomesharing amounts are:
Gill Hall $80,000 $20,000 $15,000 $80,000 James $50,000 $12,500 $12,500 $50,000
9. In the liquidation of a limited liability partnership in installments, the partner who receives the rst payment of cash after all liabilities have been paid is the partner having the largest: a. Capital account balance. b. Capital per unit of income sharing. c. Income-sharing percentage. d. Loan account balance. 10. In the preparation of a cash distribution program for the liquidating Marlo, Noble & Owen LLP, the balance of the Loan Receivable from Partner Marlo ledger account in the accounting records of the partnership is: a. Added to the Partner Marlo, Drawing, account balance. b. Deducted from the Partner Marlo, Capital, account balance. c. Included with the total of the noncash assets accounts. d. Disregarded. 11. In the installment liquidation of a limited liability partnership, the income-sharing ratio is used for cash payments to partners: a. At no time. b. Throughout the course of the liquidation. c. Once the partners capital account balances have been reduced to the incomesharing ratio. d. Only for asset realizations that result in gains. 12. May a balance sheet prepared for a corporation on the date it was created from the incorporation of a limited liability partnership display in stockholders equity:
Common Stock? Additional Paid-in Capital? Yes Yes No No Retained Earnings? Yes No No Yes
a. b. c. d.
13. The proportionate share method of accounting is appropriate for: a. Corporate joint ventures only. b. Unincorporated joint ventures only. c. Both corporate joint ventures and unincorporated joint ventures. d. Neither corporate joint ventures nor unincorporated joint ventures.
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After the realization of all noncash assets and the payment of all liabilities, the balance sheet of the liquidating Pon, Quan & Ron LLP on January 31, 2005, showed Cash, $15,000; Pon, Capital, ($9,000); Quan, Capital, $8,000; and Ron, Capital, $16,000, with ( ) indicating a capital decit. The partners share net income and losses equally. Prepare a journal entry for Pon, Quan & Ron LLP on January 31, 2005, to show the payment of $15,000 cash in a safe manner to the partners. Show computations in the explanation for the journal entry. Archer and Bender, partners of Archer & Bender LLP, who share net income and losses in a 60 : 40 ratio, respectively, decided to liquidate the partnership. A portion of the noncash assets had been realized, but assets with a carrying amount of $42,000 were yet to be realized. All liabilities had been paid, and cash of $20,000 was available for distribution to partners. The partners capital account credit balances were $40,000 for Archer and $22,000 for Bender. Prepare a working paper to compute the amount of cash (totaling $20,000) to be distributed to each partner. Carlo and Dodge started Carlo & Dodge LLP some years ago and managed to operate profitably for several years. Recently, however, they lost a lawsuit requiring payment of large damages because of Carlos negligence and incurred unexpected losses on trade accounts receivable and inventories. As a result, they decided to liquidate the partnership. After all noncash assets were realized, only $18,000 was available to pay liabilities, which amounted to $33,000. The partners capital account balances before the start of liquidation and their income-sharing percentages are shown below:
Capital Account Balances Carlo Dodge $23,000 13,500 Income-Sharing Percentages 55% 45%
(Exercise 3.3)
CHECK FIGURE
Cash to Archer, $14,800.
(Exercise 3.4)
CHECK FIGURE
b. Credit Dodge, capital, $9,675.
a. Prepare a working paper to compute the total loss incurred on the liquidation of the Carlo & Dodge LLP. b. Prepare a journal entry to record Carlos payment of $15,000 to partnership creditors and to close the partners capital accounts. Carlo was barely solvent after paying the partnership creditors, but Dodge had net assets, exclusive of partnership interest, in excess of $100,000. (Exercise 3.5) The balance sheet of Rich, Stowe & Thorpe LLP on the date it commenced liquidation was as follows, with the partners income-sharing ratio in parentheses:
CHECK FIGURE
Cash to Rich, $8,000.
Total assets
$500,000
On September 24, 2005, other assets with a carrying amount of $360,000 realized $300,000 cash, and $320,000 ($20,000 $300,000 $320,000) cash was paid in a safe manner. Prepare journal entries for Rich, Stowe & Thorpe LLP on September 24, 2005. (Exercise 3.6) On June 3, 2005, the partners of Ace, Bay & Cap LLP agreed (1) to liquidate the partnership, (2) to share gains and losses on the realization of noncash assets in the ratio 1 : 3 : 4, and (3) to disburse the $80,000 available cash on June 3 in a safe manner. In addition to cash, the June 3 balance sheet of the partnership had other assets, $100,000; liabilities, $50,000; Ace, capital, $60,000; Bay, capital, $40,000; and Cap, capital, $30,000. The partnership had no loans receivable from or payable to the partners. Prepare a journal entry for Ace, Bay & Cap LLP on June 3, 2005, to record the disbursement of $80,000 cash. Show computations in the explanation for the entry. After realization of a portion of the noncash assets of Ed, Flo & Gus LLP, which was being liquidated, the capital account balances were Ed, $33,000; Flo, $40,000; and Gus, $42,000. Cash of $42,000 and other assets with a carrying amount of $78,000 were on hand. Creditors claims total $5,000. The partners share net income and losses in a 5 : 3 : 2 ratio. Prepare a working paper to compute the cash payments (totaling $37,000) that may be made to the partners. When Hale and Ian, partners of Hale & Ian LLP who shared net income and losses in a 4 : 6 ratio, were incapacitated in an accident, a liquidator was appointed to wind up the partnership. The partnerships balance sheet showed cash, $35,000; other assets, $110,000; liabilities, $20,000; Hale, capital, $71,000; and Ian, capital, $54,000. Because of the specialized nature of the noncash assets, the liquidator anticipated that considerable time would be required to dispose of them. The costs of liquidating the partnership (advertising, rent, travel, etc.) were estimated at $10,000. Prepare a working paper to compute the amount of cash (totaling $5,000) that may be distributed to each partner. The following balance sheet was available for Jones, Kell & Lamb LLP on March 31, 2005 (each partners income-sharing percentage is shown in parentheses):
JONES, KELL & LAMB LLP
Balance Sheet March 31, 2005 Assets Cash Other assets $ 25,000 180,000 Liabilities and Partners Capital Liabilities $ 52,000 Jones, capital (40%) 40,000 Kell, capital (40%) 65,000 Lamb, capital (20%) 48,000 Total $205,000
(Exercise 3.7)
CHECK FIGURE
Cash to Flo, $13,000.
(Exercise 3.8)
CHECK FIGURE
Cash to Hale, $5,000.
(Exercise 3.9)
CHECK FIGURE
b. Cash to Lamb, $17,000.
Total
$205,000
a. The partnership was being liquidated by the realization of other assets in installments. The rst realization of noncash assets having a carrying amount of $90,000 realized $50,000, and all cash available after settlement with creditors was distributed to partners. Prepare a working paper to compute the amount of cash each partner should receive in the rst installment. b. If the facts are as in a above, except that $3,000 cash is withheld for anticipated liquidation costs, compute the amount of cash that each partner should receive.
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c. As a separate case, assume that each partner appropriately received some cash in the distribution after the second realization of noncash assets. The cash to be distributed amounted to $14,000 from the third realization of noncash assets, and other assets with a $6,000 carrying amount remained. Prepare a working paper to show how the $14,000 is distributed to the partners. (Exercise 3.10) On November 10, 2005, May, Nona, and Olive, partners of May, Nona & Olive LLP, had capital account balances of $20,000, $25,000, and $9,000, respectively, and shared net income and losses in a 4 : 2 : 1 ratio. a. Prepare a cash distribution program for liquidation of the May, Nona & Olive Partnership in installments, assuming liabilities totaled $20,000 on November 10, 2005. b. How much cash was paid to all partners if May received $4,000 on liquidation? c. If May received $13,000 cash pursuant to liquidation, how much did Olive receive? d. If Nona received only $11,000 as a result of the liquidation, what was the loss to the partnership on the realization of assets? (No partner invested any additional assets in the partnership.) Following is the balance sheet of Paul & Quinn LLP on June 1, 2005:
PAUL & QUINN LLP
Balance Sheet June 1, 2005 Assets Cash Other assets Total $ 5,000 55,000 $60,000 Liabilities and Partners Capital Liabilities $20,000 Paul, capital 22,500 Quinn, capital 17,500 Total $60,000
CHECK FIGURE
b. $26,000.
The partners share net income and net losses as follows: Paul, 60%; Quinn, 40%. In June, other assets with a carrying amount of $22,000 realized $18,000, creditors were paid in full, and $2,000 was paid to the partners in a manner to reduce their capital account balances closer to the income-sharing ratio. In July, other assets with a carrying amount of $10,000 realized $12,000, liquidation costs of $500 were paid, and cash of $12,500 was distributed to the partners. In August, the remaining other assets realized $22,500, and nal settlement was made between the partners. Prepare a working paper to compute the amount of cash each partner should receive in June, July, and August 2005. (Exercise 3.12) On September 26, 2005, prior to commencement of liquidation of Orville, Paula & Quincy LLP, the partnership had total liabilities of $80,000 and partners capital account credit balances of $120,000 for Orville, $160,000 for Paula, and $80,000 for Quincy. There were no loans to or from partners in the partnerships accounting records. The partners shared net income and losses as follows: Orville, 30%; Paula, 50%; Quincy, 20%. Prepare a cash distribution program for Orville, Paula & Quincy LLP on September 26, 2005. On January 21, 2005, the date the partners of Ang, Bel & Cap LLP decided to liquidate the partnership, its balance sheet showed cash, $33,000; other assets, $67,000; trade accounts payable, $20,000; loan payable to Ang, $12,000; Ang, capital, $28,000; Bel, capital, $18,000; and Cap, capital, $22,000. The partnerships income-sharing ratio was Ang, 50%; Bel, 30%; Cap, 20%. The accountant for the partnership prepared the following cash
distribution program (to facilitate installment payments to partners) on January 21, 2005: First $20,000, 100% to creditors; next $6,000, 100% to Cap; next $14,000, 57 to Ang and 2 7 to Cap; all over $40,000, in income-sharing ratio. On the basis of the foregoing, the partners decided to pay the entire cash of $33,000 on January 21, 2005, in a safe manner consistent with the Uniform Partnership Act. Prepare a journal entry to record the Ang, Bel & Cap LLP payment of $33,000 cash on January 21, 2005. (Exercise 3.14) The net equities and income-sharing ratio for the partners of Ruiz, Salvo, Thomas & Urwig LLP before liquidation was authorized on May 5, 2005, were as follows:
Ruiz Net equity in partnership Income-sharing ratio $36,000 3 Salvo $32,400 4 Thomas $8,000 2 Urwig $(100) 1
Assets were expected to realize cash signicantly in excess of carrying amounts. Prepare a program showing how cash should be distributed to the partners as it becomes available in the course of liquidation if liabilities of the partnership totaled $15,000 on May 5, 2005. (Exercise 3.15) On September 30, 2005, the partners of Allen, Brown & Cox LLP, who shared net income and losses in the ratio of 5 : 3 : 2, respectively, decided to liquidate the partnership. The partnership trial balance on that date was as follows:
ALLEN, BROWN & COX LLP
Trial Balance September 30, 2005
Debit
Cash Loan receivable from Allen Trade accounts receivable (net) Inventories Machinery and equipment (net) Trade accounts payable Loan payable to Brown Allen, capital Brown, capital Cox, capital Totals $ 18,000 30,000 66,000 52,000 189,000
Credit
$355,000
The partners planned a lengthy time period for realization of noncash assets in order to minimize liquidation losses. All available cash, less an amount retained to provide for future liquidation costs, was to be distributed to the partners at the end of each month. Prepare a cash distribution program for Allen, Brown & Cox LLP on September 30, 2005, showing how cash should be distributed to creditors and to partners as it becomes available during liquidation. Round amounts to the nearest dollar. (Exercise 3.16) The balance sheet of Davis, Evans & Fagin LLP on September 29, 2005, included cash, $20,000; other assets, $262,000; liabilities, $50,000; and total partners capital, $232,000.
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On that date, the three partners decided to dissolve and liquidate the partnership. The cash distribution program prepared by the partnerships accountant follows: CHECK FIGURE
Cash to Fagin, $24,000. DAVIS, EVANS & FAGIN LLP
Cash Distribution Program September 29, 2005
Total
First Next Next All over $ 50,000 34,000 48,000 $132,000
Creditors
100%
Davis
Evans
100% 3313% 20%
Fagin
40%
6623% 40%
On September 30, 2005, noncash assets with a carrying amount of $140,000 were sold for $100,000 cash. Prepare journal entries for Davis, Evans & Fagin LLP on September 30, 2005, to record the realization of $140,000 of noncash assets and the payment of all available cash on that date in accordance with the cash distribution program. (Exercise 3.17) The balance sheet of Venner & Wigstaff LLP, immediately before the partnership was incorporated as Venwig Corporation, follows:
VENNER & WIGSTAFF LLP
Balance Sheet September 30, 2005 Assets Cash Trade accounts receivable Inventories Equipment (net of $18,000 accumulated depreciation) Total Liabilities and Partners Capital Trade accounts payable $ 16,400 Venner, capital 60,000 Wigstaff, capital 52,000
CHECK FIGURE
Total assets, $146,000.
Total
$128,400
The following adjustments to the balance sheet of the partnership were recommended by a CPA before accounting records for Venwig Corporation were to be established: 1. An allowance for doubtful accounts was to be established in the amount of $1,200. 2. Short-term prepayments of $800 were to be recognized. 3. The current fair value of inventories, $48,000, and the current fair value of equipment, $72,000, were to be recognized. 4. Accrued liabilities of $750 were to be recognized. Prepare a balance sheet for Venwig Corporation on October 1, 2005, assuming that 10,000 shares of $5 par common stock were issued to the partners in exchange for their equities in the partnership. Fifty thousand shares of common stock were authorized to be issued. (Exercise 3.18) On January 2, 2005, Yale Corporation and Zola Corporation each invested $500,000 in an unincorporated joint venture, Y-Z Company, the income or losses of which were to be shared equally. On December 31, 2005, nancial statements of Y-Z Company showed total revenue, $800,000; total costs and expenses, $600,000; total current assets, $600,000; net plant
assets, $1,500,000; total current liabilities, $300,000; total long-term debt, $600,000; and total venturers capital, $1,200,000. Neither venturer had drawings during 2005. a. Prepare journal entries for Yale Corporation for the year ended December 31, 2005, to record its investment in Y-Z Company under the equity method of accounting. b. Prepare an additional journal entry for Yale Corporation on December 31, 2005, to complete the journal entries (together with those in a) required for the investment in Y-Z Company under the proportionate share method of accounting.
Cases
(Case 3.1) Professor Lewis posed the following question to students of advanced accounting: Does the limited liability partnership form of business enterprise damage the mutual agency characteristic of a general partnership? Instructions How would you answer Professor Lewiss question? Explain. (Case 3.2) The partners of the liquidating Nance, Olson & Peale LLP have requested Nancy Lane, CPA, to assist in the liquidation. Lane discovered considerable disarray in the partnerships accounting records for liabilities, especially for trade accounts payable. Despite the condition of the accounting records, the partners have urged Lane to prepare a cash distribution program to show how cash received from the realization of noncash assets might be distributed to creditors and to partners as it became available. Instructions Is Nancy Lane able to prepare a cash distribution program, given the condition of the Nance, Olson & Peale LLP accounting records? Explain. (Case 3.3) The Berg, Hancock & Loomis Partnership (a general partnership) was insolvent and in the process of liquidation under the Uniform Partnership Act. After the noncash assets were realized and the resultant loss was distributed equally among the partners in accordance with the partnership contract, their nancial positions were as follows:
Financial Position Other Than Equity in Partnership Equity in Partnership Jack Berg Diane Hancock David Loomis $30,000 (21,000) (55,000) Assets $110,000 20,000 55,000 Liabilities $45,000 40,000 45,000
Several partnership creditors remained unpaid, but the partnership had no cash. Instructions Explain the prospects for collection by: a. The creditors of the partnership. b. The creditors of each partner. c. Jack Berg from the other partners. Compute the total loss that Berg will incur on the liquidation of the partnership.
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(Case 3.4)
Lois Allen and Barbara Brett established a limited liability partnership and shared net income and losses equally. Although the partners began business with equal capital account balances, Allen made more frequent authorized cash withdrawals than Brett, with the result that her capital account balance became the smaller of the two. The partners decided to liquidate the partnership on June 30, 2005; on that date the accounting records were closed and nancial statements were prepared. The balance sheet included capital of $40,000 for Allen and $60,000 for Brett, as well as a $10,000 loan payable to Brett. The liquidation of the partnership was managed by Allen, because Brett was hospitalized by illness on July 1, 2005, the day after partnership operations were suspended. The procedures followed by Allen were as follows: (1) realize all the noncash assets at the best amounts obtainable; (2) pay the outside creditors in full; (3) pay Bretts loan; and (4) divide all remaining cash between Brett and herself in the 40 : 60 ratio represented by their capital account balances. When Brett was released from the hospital on July 5, 2005, Allen informed her that through good luck and hard work, she had been able to realize the noncash assets and complete the liquidation during the ve days of Bretts hospitalization. Thereupon, Allen delivered two partnership checks to Brett. One check was for $10,000 in payment of the loan; the other was in settlement of Bretts capital account balance. Instructions a. Do you approve of the procedures followed by Allen in the liquidation? Explain. b. Assume that the liquidation procedures followed resulted in the payment of $24,000 to Brett in addition to the payment of her loan in full. What was the partnerships gain or loss on the realization of assets? If you believe that other methods should have been followed in the liquidation, explain how much more or less Brett would have received under the procedure you recommend.
(Case 3.5)
The Wells, Conner & Zola Partnership, a general partnership CPA rm, has been forced to liquidate because of the bankruptcy of partner Lewis Zola, which caused the dissolution of the rm. On the date of Zolas bankruptcy ling, the partnerships balance sheet was as shown below, with the partners income-sharing percentages in parentheses.
WELLS, CONNER & ZOLA PARTNERSHIP
Balance Sheet October 31, 2005 Assets Cash Trade accounts receivable Ofce equipment (net) Library (net) Goodwill (net) Liabilities and Partners Capital Trade accounts payable $140,000 Interest payable to Wells 10,000 10% note payable to Wells 100,000 Wells, capital (50%) 280,000 Conner, capital (30%) 80,000 Zola, capital (20%) (60,000) Total liabilities and partners capital $550,000
Total assets
$550,000
In a meeting with the three partners, you, as the partners accountant, are asked to supervise the liquidation of the partnership. In response to partner John Wellss assertion that, according to his attorney, the partnership had to pay the note and interest payable to Wells after all trade accounts payable had been paid, you explain your understanding of the right of offset, which gives the Wells loan no priority over partners capital. You point out that the
amounts to be realized for the partnerships ofce equipment and library are uncertain and that in an enforced liquidation losses may be incurred on the realization of those assets. You also indicate that the impaired partnership goodwill has no realizable value and should be written off to the partners capital accounts at once. Your statements cause consternation to partners John Wells and Kathleen Conner. Wells points out that he has been absorbing the majority of the partnerships recent operating losses, and that his loan to the partnership was necessitated by a cash shortage. Conner objects to sharing any part of the write-off of impaired goodwill, reminding Wells, Zola, and you that the goodwill was recognized in the admission of Zola to the former Wells & Conner partnership for his investment of his highly protable CPA rm proprietorship. Noting that Zolas personal bankruptcy was most likely an outgrowth of his deteriorating relationship with Wells, partnership clients, and her, Conner strongly urges that Zolas capital account be charged for the entire $40,000 carrying amount of the impaired goodwill. After further acrimonious discussion, the three partners request you to go back to the drawing board and return with a recommendation on how best to resolve the issues raised by Wells and Conner. In response to your inquiry, both Wells and Conner emphasize that they intend to continue the practice of public accounting in some form; Zola states that he has no future career plans until the resolution of his bankruptcy ling. Instructions Prepare a memo for your recommendations for the three partners in response to the issues they have raised. Include in your recommendations your views on the desirability of the partners retaining an independent attorney to resolve the issues raised. (Case 3.6) Anne Sanchez, chief accounting ofcer of the Kane & Grant Partnership (a general partnership), is a member of the IMA, the FEI, and the AICPA (see Chapter 1). Partners Jane Kane and Lloyd Grant inform Sanchez of their plans to incorporate the highly protable partnership, with a view to a public offering to outside investors in the future. Indicating their desire for the best possible balance sheet for the new corporation, they ask Sanchez to reconsider her insistence that the partnership account for its 50% investment in KG/WM Company, an unincorporated joint venture, by the proportionate share method. Partner Kane shows Sanchez the following comparative balance sheet data for the partnership under two methods of accounting for the investment in KG/WM Company:
KANE & GRANT PARTNERSHIP
Condensed Balance Sheets April 30, 2005
Equity Method
$ 600,000 2,400,000 $3,000,000
Kane points out that under the proportionate share method of accounting for the investment in KG/WM Company, the Kane & Grant Partnerships debt-to-equity ratio is
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111% ($2,000,000 $1,800,000 111%), while under the equity method of accounting for the investment the partnerships debt-to-equity ratio is only 67% ($1,200,000 $1,800,000 67%). Instructions May Anne Sanchez ethically comply with the request of Jane Kane and Lloyd Grant? Explain. (Case 3.7) The Financial Accounting Standards Board is studying the accounting for investments in both corporate joint ventures and unincorporated joint ventures. Instructions Do you favor requiring a single accounting method for investments in both corporate and unincorporated joint ventures? If so, what should the accounting method be? If not, should one accounting method be mandatory for investments in corporate joint ventures, and another method mandatory for investments in unincorporated joint ventures? Or should alternative accounting methods be available for investments in both types of joint ventures? Explain.
Problems
(Problem 3.1) During liquidation, the Doris, Elsie & Frances Partnership (a general partnership) became insolvent. On January 17, 2005, after all noncash assets had been realized and all available cash had been distributed to creditors, the balance sheet of the partnership was as follows:
DORIS, ELSIE & FRANCES PARTNERSHIP
Balance Sheet January 17, 2005 Liabilities and Partners Capital Trade accounts payable Doris, capital Elsie, capital Frances, capital Total liabilities and partners capital
The partners shared net income and losses (including gains and losses in liquidation) in the ratio 20%, 50%, and 30%, respectively. On January 17, 2005, when the nancial positions of the partners were as shown below, Elsie and Frances invested in the partnership all cash available under the marshaling of assets provisions of the Uniform Partnership Act:
Partner Doris Elsie Frances
*Excludes equity in partnership
Instructions Prepare journal entries for the Doris, Elsie & Frances Partnership on January 17, 2005, to record the receipt of cash from Elsie and Frances, the appropriate distribution of the cash, and the completion of the partnership liquidation.
(Problem 3.2)
Following is the balance sheet of Olmo, Perez & Quinto LLP on January 31, 2005, the date the partners authorized liquidation of the partnership. There were no unrecorded liabilities.
OLMO, PEREZ & QUINTO LLP
Balance Sheet January 31, 2005 Assets Cash Loan receivable from Perez Other assets (net) Liabilities and Partners Capital Trade accounts payable $ 90,000 Loan payable to Olmo 60,000 Olmo, capital 140,000 Perez, capital (70,000) Quinto, capital 80,000 Total liabilities and partners capital $300,000
CHECK FIGURE
Feb. 5, debit Olmo, capital, $73,333.
Total assets
$300,000
Additional Information for 2005: 1. The partners income (loss)-sharing ratio was Olmo, 40%; Perez, 40%; and Quinto, 20%. 2. On February 1, noncash assets with a carrying amount of $180,000 realized $140,000, and all available cash was paid to creditors and to partners. 3. On February 4, noncash assets with a carrying amount of $60,000 realized $50,000, and that amount was paid to partners. 4. On February 5, Perez, who was almost insolvent, paid $30,000 on the loan from the partnership. Olmo and Quinto agreed that the partnership would receive no further cash from Perez, and they instructed the accountant to close the partnerships accounting records. Instructions Prepare journal entries for Olmo, Perez & Quinto LLP on February 1, 4, and 5, 2005. Disregard costs of the liquidation. Round all amounts to the nearest dollar. (Preparation of a cash distribution program as a supporting exhibit is recommended.) (Problem 3.3) The loan and capital account balances of Hal, Ian, Jay & Kay LLP were as follows on September 25, 2005, the date that the partnership began liquidation:
Debit Loan receivable from Jay Loan payable to Hal Hal, capital Ian, capital Jay, capital Kay, capital $10,000 $20,000 50,000 25,000 70,000 50,000 Credit
CHECK FIGURE
All cash over $185,000 in income-sharing ratio.
Partnership liabilities totaled $80,000 on September 25, 2005. The partners shared net income and losses and realization gains and losses as follows: Hal, 20%; Ian, 25%; Jay, 30%; and Kay, 25%. Instructions Prepare a cash distribution program for Hal, Ian, Jay & Kay LLP on September 25, 2005. (Problem 3.4) Carson and Worden decided to dissolve and liquidate Carson & Worden LLP on September 23, 2005. On that date, the balance sheet of the partnership was as follows:
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CHECK FIGURE
b. Oct. 1, debit Carson, capital, $4,800.
Assets Cash Other assets
5,000 100,000
Total
$105,000
On September 23, 2005, noncash assets with a carrying amount of $70,000 realized $60,000, and $64,000 was paid to creditors and partners, $1,000 being retained to cover possible liquidation costs. On October 1, 2005, the remaining noncash assets realized $18,000 (net of liquidation costs), and all available cash was distributed to partners. Carson and Worden share net income and losses 40% and 60%, respectively. Instructions a. Prepare a cash distribution program for Carson & Worden LLP on September 23, 2005, to determine the appropriate distribution of cash to partners as it becomes available. b. Prepare journal entries for Carson & Worden LLP on September 23 and October 1, 2005, to record the realization of assets and distributions of cash to creditors and partners. (Problem 3.5) The statement of realization and liquidation for Luke, Mayo & Nomura LLP was as follows:
Assets Cash
Balances before liquidation (April 30, 2005) Realization of other assets at a loss of $120,000 (May 9, 2005) Balances Payment to creditors (May 12, 2005) Balances Payment by Luke to partnership creditors (May 18, 2005) Balances Cash invested by Luke and Mayo (May 25, 2005) Balances Payment to Nomura (June 1, 2005) $ 20,000
Other
$200,000
Mayo
$ 30,000
Nomura
$ 60,000
(40,000) $ (30,000)
(40,000) $(10,000)
(40,000) $ 20,000
$ (30,000)
$(10,000)
$ 20,000
(20,000)
$(10,000) 10,000
$ 20,000
$ 20,000 (20,000)
Instructions Prepare journal entries (omit explanations) for the liquidation of Luke, Mayo & Nomura LLP on May 9, 12, 18, and 25 and June 1, 2005. Use a single Other Assets ledger account. (Problem 3.6) CHECK FIGURES
a. Loss from liquidation, $78,750; b. Payment to Luna, $59,625. Luna, drawing Ruby, drawing Loan payable to Nava Luna, capital Nava, capital Ruby, capital
On December 31, 2005, the accounting records of Luna, Nava & Ruby LLP included the following ledger account balances:
(Dr) Cr $(24,000) (9,000) 30,000 123,000 100,500 108,000
Total assets of the partnership amounted to $478,500, including $52,500 cash, and partnership liabilities totaled $150,000. The partnership was liquidated on December 31, 2005, and Ruby received $83,250 cash pursuant to the liquidation. Luna, Nava, and Ruby shared net income and losses in a 5 : 3 : 2 ratio, respectively. Instructions a. Prepare a working paper to compute the total loss from the liquidation of Luna, Nava & Ruby LLP on December 31, 2005. b. Prepare a statement of realization and liquidation for Luna, Nava & Ruby LLP on December 31, 2005. c. Prepare journal entries for Luna, Nava & Ruby LLP on December 31, 2005, to record the liquidation. (Problem 3.7) CHECK FIGURES
Apr. 15, debit Lee, capital, $2,900.
Assets Cash Investments in marketable equity securities (available for sale) Other assets Total
The following balance sheet was prepared for Haye & Lee LLP immediately prior to liquidation:
HAYE & LEE LLP
Balance Sheet (unaudited) March 31, 2005 Liabilities and Partners Capital Liabilities $ 27,000 Haye, capital 72,000 Lee, capital 31,000 Accumulated other comprehensive income 24,000 Total $154,000
$ 10,000
Haye and Lee shared operating income or losses in a 2 : 1 ratio and gains and losses on investments in a 3 : 1 ratio. The transactions and events to complete the liquidation were as follows: 2005 Apr. 1 Haye withdrew the marketable equity securities at the agreed current fair value of $44,000. 3 Other assets and the trade name, Haleys, were sold to Wong Products for $200,000 face amount of 12% bonds with a current fair value of $180,000. The gain on this transaction was an investment gain. The bonds were classied as available for sale.
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Apr. 7 Wong Products 12% bonds with a face amount of $40,000 were sold for $35,600 cash. The loss on this transaction was an investment loss. 8 Liabilities were paid. 10 Haye withdrew $100,000 face amount and Lee withdrew $60,000 face amount of Wong Products 12% bonds at carrying amounts. 15 Available cash was paid to Haye and to Lee. Instructions Prepare journal entries for Haye & Lee LLP to record the foregoing transactions and events. Disregard interest on the bonds of Wong Products. (Problem 3.8) CHECK FIGURES
Final cash payments: Adams, $100; Barna, $16,100.
Assets Cash Other assets $ 6,000 94,000
Following is the balance sheet for Adams, Barna & Coleman LLP on June 4, 2005, immediately prior to its liquidation:
ADAMS, BARNA & COLEMAN LLP
Balance Sheet June 4, 2005 Liabilities and Partners Capital Liabilities $ 20,000 Loan payable to Barna 4,000 Adams, capital 27,000 Barna, capital 39,000 Coleman, capital 10,000 Total $100,000
Total
$100,000
The partners shared net income and losses as follows: Adams, 40%; Barna, 40%; and Coleman, 20%. On June 4, 2005, the other assets realized $30,700, and $20,500 had to be paid to liquidate the liabilities because of an unrecorded trade account payable of $500. Adams and Barna were solvent, but Colemans personal liabilities exceeded personal assets by $5,000. Instructions a. Prepare a statement of realization and liquidation for Adams, Barna & Coleman LLP on June 4, 2005. Combine Barnas loan and capital account balances. b. Prepare journal entries for Adams, Barna & Coleman LLP to record the liquidation on June 4, 2005. c. How much cash would other assets have to realize on liquidation in order for Coleman to receive enough cash from the partnership to pay personal creditors in full? Assume that $20,500 is required to liquidate the partnership liabilities. (Problem 3.9) CHECK FIGURE
Final cash payments: $28,000 to each partner.
Assets Cash Other assets $ 20,000 280,000
The accountant for Smith, Jones & Webb LLP prepared the following balance sheet immediately prior to liquidation of the partnership:
SMITH, JONES & WEBB LLP
Balance Sheet April 30, 2005 Liabilities and Partners Capital Liabilities $ 80,000 Smith, capital 60,000 Jones, capital 70,000 Webb, capital 90,000 Total $300,000
Total
$300,000
During May 2005, noncash assets with a carrying amount of $105,000 realized $75,000, and all liabilities were paid. During June, noncash assets with a carrying amount of $61,000 realized $25,000, and in July the remaining noncash assets with a carrying amount of $114,000 realized $84,000. The cash available at the end of each month was distributed promptly. The partners shared net income and losses equally. Instructions Prepare a statement of realization and liquidation for Smith, Jones & Webb LLP covering the entire period of liquidation (May through July 2005) and a supporting working paper showing the computation of installment payments to partners as cash becomes available. (Problem 3.10) Denson, Eastin, and Feller, partners of Denson, Eastin & Feller LLP, shared net income and losses in a 5 : 3 : 2 ratio, respectively. On December 31, 2005, at the end of an unprotable year, they decided to liquidate the partnership. The partners capital account credit balances on that date were as follows: Denson, $22,000; Eastin, $24,900; Feller, $15,000. The liabilities in the balance sheet amounted to $30,000, including a loan of $10,000 payable to Denson. The cash balance was $6,000. The partners planned to realize the noncash assets over a long period and to distribute cash when it became available. All three partners were solvent. Instructions Prepare a cash distribution program for Denson, Eastin & Feller LLP on December 31, 2005, and answer each of the following questions; prepare a working paper to show how you reached your conclusions. (Each question is independent of the others.) a. If Eastin received $2,000 from the rst distribution of cash to partners, how much did Denson and Feller each receive at that time? b. If Denson received total cash of $20,000 as a result of the liquidation, what was the total amount realized by the partnership on the noncash assets? c. If Feller received $6,200 on the rst distribution of cash to partners, how much did Denson receive at that time? (Problem 3.11) After several years of successful operation of Lord & Lee LLP, partners Lord and Lee decided to incorporate the partnership and issue common stock to public investors. On January 2, 2006, Lord-Lee Corporation was organized with authorization to issue 150,000 shares of $10 par common stock, and it issued 20,000 shares for cash to public investors at $16 a share. Lord and Lee agreed to accept shares of common stock at $16 a share in amounts equal to their respective partnership capital account balances, after the adjustments indicated on page 120, and after making cash withdrawals sufcient to avoid the need for issuing less than a multiple of 100 shares to either of the two partners. In payment for such shares, the partnerships net assets were transferred to the corporation and common stock certicates were issued. Accounting records were established for the corporation.
CHECK FIGURE
b. Total amount realized, $61,900.
CHECK FIGURES
a. Jan. 2, debit Lord, capital, $72,000; c. Total assets, $527,550.
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The post-closing trial balance of Lord & Lee LLP on December 31, 2005, follows:
LORD & LEE LLP
Post-Closing Trial Balance December 31, 2005
Debit
Cash Trade accounts receivable Inventories Land Buildings Accumulated depreciation of buildings Trade accounts payable Lord, capital Lee, capital Totals $ 37,000 30,000 56,000 28,000 50,000
Credit
$201,000
The partnership contract provided that Lord was to receive 40% of net income or losses and Lee was to receive 60%. The partners approved the following adjustments to the accounting records of the partnership on December 31, 2005: 1. 2. 3. 4. Recognize short-term prepayments of $1,500 and accrued liabilities of $750. Provide an allowance for doubtful accounts of $12,000. Increase the carrying amount of land to current fair value of $45,000. Increase the carrying amount of inventories to replacement cost of $75,000.
Instructions a. Prepare a journal entry for Lord & Lee LLP on December 31, 2005, to record the foregoing adjustments and on January 2, 2006, to record the liquidation of the partnership. b. Prepare journal entries on January 2, 2006, to record Lord-Lee Corporations issuances of common stock to public investors, Lord, and Lee. c. Prepare a balance sheet for Lord-Lee Corporation on January 2, 2006, after the foregoing transactions and events had been recorded.