1stLecture-Partnership Liquidation
1stLecture-Partnership Liquidation
OBJECTIVES
1. Illustrate the steps in a partnership liquidation.
2. Compare the lump-sum liquidation with an installment liquidation.
3. Solve problems on lump-sum liquidation and installment liquidation.
Keywords:
Liquidation - is the termination of business operations or the winding up of affairs.
Realization – conversion of non-cash assets of the partnership into cash through sale.
Right of offset – off-setting of partner’s accounts to capital.
Marshalling of assets – a form of elimination deficit on partner’s capital through additional investment of
the solvent partner.
Maximum loss absorption capacity – an amount of loss at which a partner can sustain without incurring
a deficit.
Cash priority program – a technique used to determine the priority payments among partners.
Presentation of Lesson
Liquidation
Liquidation is the termination of business operations or the winding up of affairs. It is a process by which
the non-cash assets are realized into cash, liabilities are paid and the remaining amount is distributed to
partners.
“Liquidation may either be voluntary (e.g., per agreement of partners of a solvent partnership) or
involuntary (e.g., per government mandate or bankruptcy).” (Millan, 2018)
Methods of liquidation
Liquidation may be accomplished either through:
1. Lump-sum liquidation - where all non-cash assets are realized in one single transaction or
simultaneously. The proceeds shall be used to pay the liabilities and the partners.
2. Installment liquidation – when the non-cash assets of the partnership are realized in installments.
For every realization, the partnership shall pay off its liabilities and its partners an amount that is not
prejudicial to the creditors.
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c. Absorption – if after exhausting the steps above there is still a deficit, it shall be eliminated by
absorption of the partners that has credit balance.
3. Payment to creditors and partners – the following is the priority of payment after the deficit in the
previous step has been eliminated.
a. Payment to outside creditors or third party.
b. Payment to inside creditors or the liabilities to partners, if it has not been eliminated in the
previous steps.
c. The remaining amount shall be paid to partners.
Installment liquidation follows the same procedure as the lump-sum liquidation, except that, in
installment liquidation, it is required to compute for the amount safe to be distributed to partners
without affecting the interest of the outside creditors. Such amount is called the safe payments. The safe
payments may be computed as follows:
1. By preparing a schedule of safe payments – a document that shows how much is to be paid safely to
partners. This schedule requires the same steps for liquidation except for the following assumptions
in the realization phase:
a. The unsold/unrealized non-cash asset are assumed loss and to be allocated to partners’ capital.
b. Future liquidation expenses are estimated and allocated to partners.
c. The partnership may also withheld cash for future unanticipated expenses which will also be
allocated to the partners’ capital.
2. By preparing a cash priority program.
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
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Total 500,000
Requirement:
Determine the amounts of cash distributed to the partners in the final settlement of their capital
accounts.
Solution:
The total loss on the sale is computed as follows:
Cash 368,000
Loss on sale
(inclusive of liquidation expenses) 112,000
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Receivables 60,000
Inventory 120,000
Equipment 300,000
to record the realization of non-cash assets
A, Capital 22,400
B, Capital 33,600
C, Capital 56,000
Loss on sale 112,000
to close loss on sale to the respective capital balances of the
Payable to B 20,000
Cash 20,000
to record settlement of liability to inside creditor
A, Capital 77,600
B, Capital 116,400
C, Capital 114,000
Cash 308,000
to record settlement of the partners' capital balances
Notes:
The losses and expenses are allocated based on P/L.
There were no deficit to be eliminated.
The Accounts Payable, a liability to outside creditors are paid first.
Payable to B was paid second.
The remaining amounts are the settlement of the partners for their interests.
Requirement:
Determine the amounts of cash distributed to the partners from the partial-realization of partnership
assets.
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Solution:
The total loss on the sale is computed as follows:
Unsold assets
Accounts receivable (60,000 x 25%) 15,000
Inventory 60,000
Equipment 100,000
Assumed to be loss 175,000
Liquidation expenses
Actual expenses 2,000
Future expenses 1,000
Cash withheld 9,000
Total 12,000
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Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
A third party offered to buy for P480,000 the partnership assets including liabilities but excluding cash
and after certain assets are revalued as follows:
Solution:
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Equipment 300,000
Total book value 480,000
Less liabilities 50,000
Net assets sold 430,000
Gain on sale 50,000
Notes:
Revaluation is no longer considered.
Other
Cash assets Liabilities A, Capital B, Capital
20,000 480,000 50,000 250,000 200,000
In the first month of liquidation, P180,000 was received on the sale of certain assets, liquidation
expenses of P5,000 were paid, and additional liquidation expenses of P2,000 are anticipated before
liquidation is completed. Creditors were paid P28,000. Available cash was distributed to the partners.
Requirement:
Determine the amounts of cash distributed to the partners.
Solution:
Notes:
The loss on realization includes the assumed loss.
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*Before payment can be made to the partners, all of the liabilities must be settled first or sufficient
funds must be set aside to settle any unpaid liabilities.
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
Requirement:
Determine the amounts of cash distributed to the partners in the final settlement of their capital
accounts.
Solution:
The total loss on the sale is computed as follows:
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Notes:
The deficit was eliminated through marshalling of assets
C is personally solvent and should make an additional investement.
The credit memo was a gain in the perspective of the partnership.
Requirement:
Determine the amounts of cash distributed to the partners in the final settlement of their capital
accounts.
Solution:
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Notes:
The deficit was eliminated by absorption of the partners’ whom have credit balances.
The allocation is based on their relative P/L ratio.
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
The net proceeds from the sale of non-cash assets amounted to P40,000. The personal assets and
personal liabilities of the partners are as follows:
A B C
Personal assets 300,000 260,000 200,000
Personal liabilities (220,000) (220,000) (320,000)
Requirements:
a. How much additional contributions shall be made by the partners in order to settle all of the
partnership liabilities?
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b. Determine the amounts of cash distributed to the partners in the final settlement of their capital
accounts.
Solutions:
Requirement (a): Additional contributions by partners
Cash 20,000
Proceeds 40,000
Payment for liabilities (150,000)
Additional contributions needed to settle liabilities (90,000)
Let us determine which partners are solvent and which are insolvent.
We shall apply the rules of marshalling of assets.
A B C
Personal assets 300,000 260,000 200,000
Personal liabilities (220,000) (220,000) (320,000)
Available assets for
partnership creditors 80,000 40,000 (120,000)
Notice that A and B are solvent up to P80,000 and P40,000, respectively, while C is insolvent.
Now let us how the capital balances of the partners are determine settled.
Notes:
Partner C is personally insolvent.
Partner B can contribute only up to 40,000.
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The elimination of deficit phase shall continue until all deficit are eliminated.
Requirements:
a. How much was the carrying amount of the non-cash assets?
b. How much was the net proceeds from the sale of non-cash assets?
c. How much did A and B receive from the settlement of their capital balances?
Solutions:
Requirement (a): Carrying amount of non-cash assets
Using the basic accounting equation, the non-cash assets are squeezed as follows:
A, Capital 100,000
B, Capital 200,000
Liabilities 30,000
Total credits 330,000
Less Cash 20,000
Non-cash assets sold 310,000
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Requirements:
a. How much is the total loss on the sale of partnership assets?
b. How much did B receive in the settlement of his capital balance?
c. How much was the total liabilities of the partnership?
d. How much was the balance of cash before the sale of non-cash assets?
Solutions:
A, Capital
Capital balance before liquidation 300,000
Allocation of loss: (108,000) (squeeze)
Amount received by partner A 192,000
Requirement (a):
A's share in loss (108,000)
Divide by: A’s profit or loss ratio 60%
Total loss on sale (180,000)
Requirement (b):
B, Capital
Capital balance before liquidation 150,000
Allocation of loss: (180K x 40%) (72,000)
Amount received by partner B 78,000
Requirement (c):
Assets = Liabilities + Equity
500,000 = ? + 450,000
Liabilities = (500,000 - 450,000) = 50 000
Requirement (d):
Beginning balance of cash 20,000 (squeeze)
Net proceeds from sale of non-cash assets 300,000
Payment to outside creditors (50,000)
Cash available for distribution to partners (192K+ 78K) 270,000 (start)
(All figures were adopted from Millan 2018)
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Requirements:
a. How much was the total assets immediately before liquidation?
b. How much was the beginning capital balance of B?
c. How much did B receive in the settlement of his capital account?
Solutions:
Requirement (a): Total assets
Cash 20,000
Non-cash assets 310,000
Total assets 330,000
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(Adopted: Millan 2018) On January 1, 20x1, the partners of ABC Co. decided to liquidate their
partnership on installment basis. Distributions to partners shall be made as cash becomes available.
The following information was made available:
Debit Credit
Cash 20,000
Accounts receivable 60,000
Receivable from C 10,000
Inventory 120,000
Equipment 300,000
Accounts payable 30,000
Payable to B 20,000
A, Capital (20%) 100,000
A, Drawing 20,000
B, Capital (30%) 150,000
C, Capital (50%) 200,000
C, Drawings 30,000
Totals 530,000 530,000
During January, non-cash assets with carrying amount of P130,000 were sold for P60,000. Cost of
disposing the assets amounted to P20,000. All of the partners are personally insolvent.
Requirement: Compute for the amounts of cash received by each of the partners in January.
Solution:
The total loss on the sale is computed as follows;
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Notes:
The drawings of C has a credit balance so it will increase its capital when offset. All of the partners are
insolvent so the deficit of A shall be absorbed by B.
Requirement:
How much did C received in the settlement of the partners’ capital accounts?
Solution:
Cash 182,000
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Notes:
The gain is allocated using their relative P/L ratio.
The basic purpose of these schedules is to prevent overpayments to partners during installment
liquidation.
Cash 20,000
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The partnership will be liquidated on an installment basis. Distributions to owners shall be made as cash
becomes available.
The following transactions occurred in January 20x1:
a. 75% of the accounts receivable was collected for only P30,000,
b. Half of the inventory was sold for P40,000.
c. Equipment with carrying amount of P200,000 was sold for P120,000.
d. P2,000 liquidation expenses were paid. Estimated future liquidation expenses totaled P1,000.
e. P9,000 cash was retained in the business for potential unrecorded liabilities and anticipated
expenses.
Solutions:
Requirement (a):
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Liquidation expenses
Actual liquidation expenses 2,000
Future liquidation expenses 1,000
Cash withheld 9,000
Total 12,000
The amount of payment to partners are then substituted in preparing the Statement of Liquidation as
of January 20x1.
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Notes:
There were still balances on the books of partnership.
This balances shall await the next realization of assets.
The cash balance is equal to an amount set aside for future liquidation expenses and cash withheld.
Requirement (b):
On final settlement, there is no need to compute for maximum loss possible.
Liquidation expenses
Future liquidation expenses 1,000
Cash withheld 9,000
Total 10,000
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Since the liquidation is complete, the last schedule of safe payments may be the basis for preparing the
Statement of Liquidation as of February 20x1.
3. Calculating the difference as the basis for priority payments. This is computed from the maximum
loss absorption starting from the highest. The next highest amount will be deducted from the
highest amount. The difference represents the amount of profit the partner can benefit from. The
procedure will go on until all maximum loss absorption amounts equalize.
4. Computing the priority payments. The first difference computed above shall be the first priority
payment, and so on. The priority payment shall be computed by multiplying the differences by the
P/L ratio of the partners.
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5. The priority payment will then serve as a guide in distributing cash regardless of the preparation of
the schedule of safe payments.
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
The partnership will be liquidated on an installment basis. Distributions to owners shall be made as cash
becomes available.
Requirements:
Determine the cash payments to the partners on (a) January 31, 20x1 and (b) February 28, 20x1 by
preparing a cash priority program.
Solution:
First, let us compute for the maximum loss absorption capacities (MLAC) of the partners. The partners'
MLAC shall be our basis in ranking them in accordance with their priority over cash payments.
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Second, let us equalize the partners’ MLAC. This shall be our basis in preparing the cash priority
program.
Third, the cash priorities are computed by multiplying the differences above by the respective partners’
profit or loss ratio.
After partners A and B are paid their cash priorities of P20,000 and P50,000, respectively, any available
cash shall be distributed to the partners based on their profit or loss ratio.
Requirement (a):
Now let us determine the actual cash distributions to the partners on January 31, 20x1.
Using the cash priority program, the distribution to the partners on January 31, 20x1 are computed as
follows:
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A B C
(20%) (30%) (50%) Total
Amount available for cash
distribution - Jan. 31, 20x1 168,000
Allocation:
1st priority 20,000 (20,000)
2nd priority 20,000 30,000 (50,000)
Balance 98,000
Payment after priorities
[98K x (20%: 30% & 50%)] 19,600 29,400 49,000 (98,000)
First installment payment
to partners - Jan. 20x1 39,600 79,400 49,000
Notes:
After A and B are allocated their cash priorities, any balance is allocated to the partners based on
their respective profit or loss ratios.
The amounts computed above are equal to the amounts computed in the previous illustration for
“safe payment schedule (and also on the illustration of installment liquidation ‘case #2')
Requirement (b):
The actual cash distributions to the partners on February 28, 20x1 are computed as follows:
A B C
(20%) (30%) (30%) Total
Amount available for cash
distribution - Feb. 28, 20x1 60,000
Allocation:
Payment after priorities
[60K x (20%; 30% & 50%)] 12,000 18,000 30,000 (60,000)
Final installment payment
to partners - Jan. 20x1 12,000 18,000 30,000
(All figures were adopted from Millan 2018)
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The non-cash assets were sold on installment and partial distributions to the partners were made as
cash was made available. After the second sale of non-cash assets, all of the three partners received
the same amounts om the partial distribution. On the third sale of non-cash assets, the available cash
for distribution to the partners is P10,000,
Requirement: Using cash priority program, compute for the amount received by partner C on the
third distribution.
Solution:
Recall that under cash priority program, when all of the priorities are paid, any remaining cash
distribution is allocated to the partners based on their respective profit or loss ratios.
It is stated in the problem that all of the partners received cash from the second distribution. This
means that after the second distribution, all of the priorities were paid. Thus, the third distribution is
allocated based on the partners’ respective profit or loss ratios.
Chapter Summary
Liquidation is the termination of business operations or the winding up of affairs.
The available cash of the partnership is used to settle claims in the following descending order: (1)
First, to outside creditors; (2) Second, to inside creditors; and (3) Third, to owners’ interests.
In case of partnership insolvency, the rule of marshalling of assets is applied. Under this rule, only
the excess of a partner’s personal assets over his personal liabilities can be used to settle
partnership debt. Any capital deficiency of an insolvent partner is absorbed by the other partners
who are solvent.
• The following are the accounting procedures when computing for the settlement of the partners’
interests in cases of liquidation:
Step #1: Compute for the net proceeds. It doesn’t matter if non-cash assets are wholly or partially
sold. Liquidation expenses, whether paid or not, are deducted when computing for the
net proceeds.
Step #2: Compute for any gain or loss by comparing the net proceeds with the total carrying
amount of all non-cash assets:
Step #3: Allocate the gain or loss to the partners’ interests. Any residual amount in a partner’s
capital balance represents the settlement of his interest in the partnership.
• Under the cash priority program, when all of the priorities are paid, any remaining cash distribution
is allocated to the partners based on their respective profit or loss ratios.
Concept Map
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