# ASC 852-10-45: Reorganizations — Overall — 45 Other Presentation Matters

Source: FASB Accounting Standards Codification, Basic View

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## ASC 852-10-45: 45 Other Presentation Matters

[Read section](https://asc.understandingaccounting.org/asc/852/10/#45-other-presentation-matters)

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#### Financial Reporting during Reorganization Proceedings

##### [852-10-45-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-1)

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Entering a [reorganization proceeding](https://asc.understandingaccounting.org/glossary/r/#reorganization-proceeding "A Chapter 11 case from the time at which the petition is filed until the plan is confirmed."), although a significant event, does not ordinarily affect or change the application of generally accepted accounting principles (GAAP) followed by the entity in the preparation of its financial statements. However, the needs of financial statement users change, and thus changes in the reporting practices previously followed by the entity are necessary.

##### [852-10-45-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-2)

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For the purpose of presenting an entity's financial evolution during a [Chapter 11](https://asc.understandingaccounting.org/glossary/c/#chapter-11 "A reorganization action, either voluntarily or involuntarily initiated under the provisions of the Bankruptcy Code, that provides for a reorganization of the debt and equity structure of the business and allows the business to continue operations. A debtor may also file a plan of liquidation under Chapter 11.") reorganization (see paragraph [852-10-10-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-10-1)), the financial statements for periods including and after filing the Chapter 11 [petition](https://asc.understandingaccounting.org/glossary/p/#petition "A document filed in a court of bankruptcy, initiating proceedings under the Bankruptcy Code.") shall distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

##### [852-10-45-3](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-3)

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Example 1 (see paragraph [852-10-55-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-2)) provides an illustration of financial statements and notes thereto for an entity operating under Chapter 11.

##### [852-10-45-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-4)

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The balance sheet of an entity in Chapter 11 shall distinguish [prepetition liabilities](https://asc.understandingaccounting.org/glossary/p/#prepetition-liabilities "Liabilities that were incurred by an entity before its filing of a petition for protection under the Bankruptcy Code including those considered by the Bankruptcy Court to be prepetition claims, such as a rejection of a lease for real property.") subject to compromise from those that are not (such as fully secured liabilities that are expected not to be compromised) and [postpetition liabilities](https://asc.understandingaccounting.org/glossary/p/#postpetition-liabilities "Liabilities incurred after the filing of a petition that are not associated with prebankruptcy events. Thus, these liabilities are not considered prepetition liabilities."). Liabilities that may be affected by the plan shall be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. If there is uncertainty about whether a [secured claim](https://asc.understandingaccounting.org/glossary/s/#secured-claim "A liability that is secured by collateral. A fully secured claim is one in which the value of the collateral is greater than the amount of the claim.") is undersecured, or will be impaired under the [plan of reorganization](https://asc.understandingaccounting.org/glossary/p/#plan-of-reorganization "An agreement formulated in Chapter 11 proceedings under the supervision of the Bankruptcy Court that enables the debtor to continue in business. The plan, once confirmed, may affect the rights of undersecured creditors, secured creditors, and stockholders as well as those of unsecured creditors. Before a plan is confirmed by the Bankruptcy Court, it must comply with general provisions of the Bankruptcy Code. Those provisions mandate, for example, that the plan is feasible, the plan is in the best interest of the creditors, and, if an impaired class does not accept the plan, the plan must be determined to be fair and equitable before it can be confirmed."), the entire amount of the [claim](https://asc.understandingaccounting.org/glossary/c/#claim "As defined by Section 101(4) of the Bankruptcy Code, a right to payment, regardless of whether the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, secured, or unsecured, or a right to an equitable remedy for breach of performance if such breach results in a right to payment, regardless of whether the right is reduced to a fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured right.") shall be included with prepetition claims subject to compromise; such a claim shall not be reclassified unless it is subsequently determined that the claim is not subject to compromise.

##### [852-10-45-5](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-5)

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Prepetition liabilities, including claims that become known after a petition is filed, shall be reported on the basis of the expected amount of the [allowed claims](https://asc.understandingaccounting.org/glossary/a/#allowed-claim "The amount allowed by the Bankruptcy Court as a claim against the estate. This amount may differ from the actual settlement amount.") in accordance with Subtopic 450-20, as opposed to the amounts for which those allowed claims may be settled. Once these claims satisfy the accrual provisions of that Subtopic, they shall be recorded in the accounts in accordance with this paragraph. Paragraph [852-10-50-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-2) notes that claims not subject to reasonable estimation are required to be disclosed in the notes to financial statements.

##### [852-10-45-6](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-6)

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Debt discounts or premiums as well as debt issue costs shall be viewed as valuations of the related debt. When the debt has become an allowed claim and the allowed claim differs from the net carrying amount of the debt, the recorded amount shall be adjusted to the amount of the allowed claim (thereby adjusting existing discounts or premiums, and deferred issue costs to the extent necessary to report the debt at this allowed amount). The gain or loss resulting from the entries to record the adjustment shall be classified as reorganization items, as discussed in paragraph [852-10-45-9](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-9). Premiums and discounts as well as debt issuance cost on debts that are not subject to compromise, such as fully secured claims, shall not be adjusted.

##### [852-10-45-7](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-7)

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Paragraph [852-10-45-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-4) addresses the separation of liabilities subject to compromise from those that are not. Circumstances arising during reorganization proceedings may require a change in the classification of liabilities between those subject to compromise and those not subject to compromise. Liabilities not subject to compromise shall be further segregated into current and noncurrent classifications if the entity presents a classified balance sheet.

##### [852-10-45-8](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-8)

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Section 470-10-45 requires current liabilities classification in a classified balance sheet for long-term liabilities that, by their terms, are due on demand or will be due on demand within one year, or the operating cycle, if longer. This classification requirement also applies to long-term liabilities that are or will be callable by the creditor because of a violation of a provision of the debt agreement. The [automatic stay provisions](https://asc.understandingaccounting.org/glossary/a/#automatic-stay-provisions "Provisions causing the filing of a petition under the Bankruptcy Code to automatically stay virtually all actions of creditors to collect prepetition debts. As a result of the stay, no party, with minor exceptions, having a security or adverse interest in the debtor's property can take any action that will interfere with the debtor or the debtor's property, regardless of where the property is located or who has possession, until the stay is modified or removed.") of Chapter 11 make it unnecessary to reclassify prepetition long-term liabilities even though prepetition creditors might demand payment or there is a violation of a covenant in the debt agreement.

##### [852-10-45-9](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-9)

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The statement of operations shall portray the results of operations of the reporting entity while it is in Chapter 11. Revenues, expenses (including professional fees), realized gains and losses, and provisions for losses resulting from the reorganization and restructuring of the business shall be reported separately as [reorganization items](https://asc.understandingaccounting.org/glossary/r/#reorganization-items "Items of income, expense, gain, or loss that are realized or incurred by an entity because it is in reorganization."), except for those required to be reported as discontinued operations in conformity with Subtopic 205-20.

##### [852-10-45-10](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-10)

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It is not appropriate to defer professional fees and similar types of expenditures until the plan is confirmed and then reduce gain from debt discharge to the extent of the previously deferred expenses. It is also not appropriate to accrue professional fees and similar types of expenditures upon the filing of the Chapter 11 petition. Rather, because professional fees and similar types of expenditures directly relating to the Chapter 11 proceeding do not result in assets or liabilities, they shall be expensed as incurred and reported as reorganization items.

##### [852-10-45-11](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-11)

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Interest expense shall be reported only to the extent that it will be paid during the proceeding or that it is probable that it will be an allowed priority, secured, or unsecured claim. Interest expense is not a reorganization item.

##### [852-10-45-12](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-12)

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Interest income earned by an entity in Chapter 11 that it would not have earned but for the proceeding, normally all interest income, shall be reported as a reorganization item.

##### [852-10-45-13](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-13)

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Reorganization items shall be presented separately within the operating, investing, and financing categories of the statement of cash flows. This presentation can be better accomplished by the use of the direct method of presenting the statement. Paragraph [230-10-45-25](https://asc.understandingaccounting.org/asc/230/10/#230-10-45-25) lists the operating items that shall be reported separately when the direct method is used. That paragraph encourages further breakdown of those operating items if the entity considers such a breakdown meaningful and feasible. Further identification of cash flows from reorganization items should be provided to the extent feasible. For example, interest received might be segregated between estimated normal recurring interest received and interest received on cash accumulated because of the reorganization. If the indirect method is used, details of operating cash receipts and payments resulting from the reorganization shall be disclosed in a supplementary schedule or in the notes to financial statements. (See paragraph [852-10-50-6A](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-6A).)

##### [852-10-45-14](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-14)

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Consolidated financial statements that include one or more entities in reorganization proceedings and one or more entities not in reorganization proceedings shall include condensed combined financial statements of the entities in reorganization proceedings. The combined financial statements shall be prepared on the same basis as the consolidated financial statements.

##### [852-10-45-15](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-15)

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In addition to making the required paragraph [852-10-50-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-4) disclosures, the propriety of the carrying amounts of intra-entity receivables from entities in Chapter 11 shall be evaluated.

##### [852-10-45-16](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-16)

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Earnings per share (EPS) shall be reported, if required, in conformity with Topic 260. If it is probable that the plan will require the issuance of common stock or common stock equivalents, thereby diluting current equity interests, that fact shall be disclosed.

#### Financial Reporting When Entities Emerge from Chapter 11 Reorganization

##### [852-10-45-17](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-17)

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Entities whose plans have been confirmed by the court and have thereby emerged from Chapter 11 shall apply the reporting principles in paragraphs

[852-10-45-19 through 45-29](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-19)

as of the confirmation date or as of a later date, as discussed in the following paragraph, when all material conditions precedent to the plan's becoming binding are resolved.

##### [852-10-45-18](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-18)

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The effects of a plan should be included in the entity's financial statements as of the date the plan is confirmed. However, inclusion shall be delayed to a date not later than the effective date if there is a material unsatisfied condition precedent to the plan's becoming binding on all the parties in interest or if there is a stay pending appeal. That might occur, for example, if obtaining financing for the plan or for the transfer of material assets to the debtor by a third party is a condition to the plan's becoming effective. Financial statements prepared as of the date after the parties in interest have approved a plan through the voting process, and issued after the plan has been confirmed by the court, shall report the effects of the plan if there are no material unsatisfied conditions.

##### [852-10-45-19](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-19)

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If the reorganization value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all postpetition liabilities and allowed claims, and if holders of existing voting shares immediately before confirmation receive less than 50 percent of the voting shares of the emerging entity, the entity shall adopt fresh-start reporting upon its emergence from Chapter 11. The loss of control contemplated by the plan must be substantive and not temporary. That is, the new controlling interest must not revert to the shareholders existing immediately before the plan was filed or confirmed.

##### [852-10-45-20](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-20)

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Entities that adopt fresh-start reporting in conformity with the preceding paragraph shall apply the following principles:

1.  a
    
    The reorganization value of the entity shall be assigned to the entity's assets and liabilities in conformity with the procedures specified by Subtopic 805-20. If any portion of the reorganization value cannot be attributed to specific tangible or identified intangible assets of the emerging entity, such amounts shall be reported as goodwill in accordance with paragraph [350-20-25-2](https://asc.understandingaccounting.org/asc/350/20/#350-20-25-2).
    
2.  b
    
    [Subparagraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).
    
3.  c
    
    Deferred taxes shall be determined under the requirements of paragraph [852-740-45-1](https://asc.understandingaccounting.org/asc/740/852/#740-852-45-1).
    
4.  d
    
    [Subparagraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).

##### [852-10-45-21](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-21)

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The financial statements of the entity as of and for the period immediately preceding the date determined in conformity with the guidance in paragraph [852-10-45-17](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-17) shall reflect all activity through that date in conformity with the guidance in paragraphs

[852-10-45-1 through 45-16](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-1)

. Additionally, the effects of the adjustments on the reported amounts of individual assets and liabilities resulting from the adoption of fresh-start reporting and the effects of the forgiveness of debt shall be reflected in the predecessor entity's final statement of operations. Forgiveness of debt, if any, shall be reported as an extinguishment of debt and classified in accordance with Subtopic 220-20. Adopting fresh-start reporting results in a new reporting entity with no beginning retained earnings or deficit. When fresh-start reporting is adopted, the notes to the initial fresh-start financial statements shall disclose the additional information identified in paragraph [852-10-50-7](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-7).

##### [852-10-45-22](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-22)

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[Paragraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).

##### [852-10-45-23](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-23)

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[Paragraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).

##### [852-10-45-24](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-24)

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[Paragraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).

##### [852-10-45-25](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-25)

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[Paragraph not used](https://asc.understandingaccounting.org/updates/page-1833002/).

##### [852-10-45-26](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-26)

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Fresh-start financial statements prepared by entities emerging from Chapter 11 will not be comparable with those prepared before their plans were confirmed because they are, in effect, those of a new entity. Thus, comparative financial statements that straddle a confirmation date shall not be presented.

##### [852-10-45-27](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-27)

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Regulatory agencies may require the presentation of predecessor financial statements. However, such presentations shall not be viewed as a continuum because the financial statements are those of a different reporting entity and are prepared using a different basis of accounting, and, therefore, are not comparable. Attempts to disclose and explain exceptions that affect comparability would likely result in reporting that is so unwieldy it would not be useful.

##### [852-10-45-28](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-28)

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Example 2 (see paragraph [852-10-55-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-4)) provides an illustration of fresh-start reporting and the related illustrative notes to financial statements.

##### [852-10-45-29](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-29)

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Entities emerging from Chapter 11 that do not meet the criteria in paragraph [852-10-45-19](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-19) do not qualify for fresh-start reporting. Liabilities compromised by confirmed plans shall be stated at present values of amounts to be paid, determined at appropriate current interest rates. Forgiveness of debt, if any, shall be reported as an extinguishment of debt and classified in accordance with Subtopic 220-20.
