# ASC Topic 852: Reorganizations

Source: FASB Accounting Standards Codification, Basic View

[Read online](https://asc.understandingaccounting.org/asc/852/)

Study and research edition. Verify current requirements with the official source. Summaries, enrichment, and tags are machine-generated study aids. Paragraph html preserves source markup; snippet is abbreviated. Pending content is not necessarily effective.

Tables and mathematical or amendment markup are retained as HTML where Markdown would lose structure.

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## Machine-generated topic summary

ASC 852 covers financial reporting by entities undergoing corporate reorganization, in two flavors. Subtopic 852-10 addresses Chapter 11 debtors expecting to reorganize as going concerns: GAAP continues to apply, but the statements must isolate reorganization effects—prepetition liabilities subject to compromise are segregated at expected allowed amounts (852-10-45-4 through 45-5), reorganization items (including professional fees expensed as incurred and interest income earned only because of the proceeding) are shown separately in the income statement and cash flow statement (852-10-45-9 through 45-13), and interest expense is reported only to the extent it will be paid or is probable to be an allowed claim, with the contractual shortfall disclosed (852-10-45-11, 50-3). On emergence, fresh-start reporting is required only if reorganization value is less than postpetition liabilities plus allowed claims and pre-confirmation voting shareholders receive less than 50% of the emerging entity's voting shares (852-10-45-19), after which value is allocated using Subtopic 805-20 with residual goodwill, retained earnings resets to zero, and straddling comparative statements are prohibited (852-10-45-20, 45-21, 45-26). Subtopic 852-20 governs the out-of-court quasi-reorganization ("readjustment")—the express exception to the rule that additional paid-in capital may not relieve the income account (852-20-25-2)—requiring full disclosure to and formal shareholder consent, fair (not unduly conservative) asset carrying amounts, write-offs charged first to retained earnings then to APIC, and a new retained earnings account dated from the readjustment's effective date (852-20-25-3 through 25-5, 30-2, 50-2).

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## ASC 852-10: Reorganizations — Overall

### Machine-generated study aids

```json
{
  "summary": "ASC 852-10 governs financial reporting by entities that have filed a Chapter 11 petition and expect to reorganize as going concerns, plus their reporting upon emergence under a confirmed plan. During the case, GAAP continues to apply but the statements must separate reorganization-related transactions from ongoing operations: prepetition liabilities subject to compromise are segregated on the balance sheet at expected allowed amounts, and reorganization items are shown separately in the income statement and cash flow statement. On emergence, an entity adopts fresh-start reporting only if reorganization value is less than postpetition liabilities plus allowed claims and pre-confirmation voting shareholders receive less than 50% of the emerging entity's voting shares.",
  "key_points": [
    "Entering Chapter 11 does not change the GAAP an entity applies, but financial statements for periods including and after the filing must distinguish transactions and events directly associated with the reorganization from ongoing operations (852-10-45-1 through 45-2).",
    "The balance sheet must separate prepetition liabilities subject to compromise from those not subject to compromise and from postpetition liabilities; liabilities that may be affected by the plan are reported at expected allowed amounts under Subtopic 450-20, and doubtful secured claims stay in the subject-to-compromise category (852-10-45-4 through 45-5).",
    "Revenues, expenses (including professional fees), realized gains and losses, and loss provisions resulting from the reorganization are reported separately as reorganization items; professional fees are expensed as incurred, not deferred or accrued at filing (852-10-45-9 through 45-10).",
    "Interest expense is reported only to the extent it will be paid or is probable to be an allowed priority, secured, or unsecured claim and is not a reorganization item, while interest income earned only because of the proceeding is a reorganization item; the difference between reported and contractual interest must be disclosed (852-10-45-11, 45-12, 852-10-50-3).",
    "Reorganization items are presented separately within operating, investing, and financing categories of the statement of cash flows (direct method preferred); if the indirect method is used, related operating receipts and payments go in a supplementary schedule or the notes (852-10-45-13, 852-10-50-6A).",
    "Fresh-start reporting is required upon emergence only if reorganization value of the assets immediately before confirmation is less than total postpetition liabilities and allowed claims and pre-confirmation voting shareholders receive less than 50% of the emerging entity's voting shares, with the loss of control substantive and not temporary (852-10-45-19).",
    "Under fresh-start reporting the reorganization value is assigned to assets and liabilities using Subtopic 805-20 procedures with any residual reported as goodwill, the new entity starts with no retained earnings or deficit, debt forgiveness is reported as extinguishment under Subtopic 220-20, and comparative statements straddling the confirmation date are prohibited (852-10-45-20, 45-21, 45-26)."
  ],
  "categories": [
    "Financial statement presentation",
    "Disclosure",
    "Debt and equity",
    "Cash flows"
  ],
  "audience_level": "advanced",
  "student_note": "Exam questions almost always hinge on the two-part fresh-start test in 852-10-45-19 (reorganization value < postpetition liabilities plus allowed claims AND old shareholders get <50% of new voting shares) — both must be met, and failing them means the emerging entity merely restates compromised liabilities at present value instead of resetting its balance sheet. A common misunderstanding is treating interest expense as a reorganization item; it is not, and interest is only recorded to the extent it will be paid or is probably an allowed claim.",
  "related_topics": [
    "852-20",
    "852-740",
    "805-20",
    "450-20",
    "220-20",
    "205-30"
  ],
  "key_concepts": [
    "liabilities subject to compromise",
    "reorganization items",
    "fresh-start reporting",
    "reorganization value",
    "allowed claims",
    "plan of reorganization confirmation",
    "debtor-in-possession",
    "forgiveness of debt"
  ]
}
```

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## ASC 852-10-00: 00 Status

[Read section](https://asc.understandingaccounting.org/asc/852/10/#00-status)

SEC content: no

##### [852-10-00-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-00-1)

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The following table identifies the changes made to this Subtopic.

<table class="asc-table" id="SL29649050-128548"><tbody><tr><td class="entry"><strong class="ph b">Paragraph</strong></td><td class="entry"><strong class="ph b">Action</strong></td><td class="entry"><strong class="ph b">Accounting Standards Update</strong></td><td class="entry"><strong class="ph b">Date</strong></td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><strong class="ph b">Plan</strong> (1st def.)</td><td class="entry">Superseded</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2014-06/" class="xref">Accounting Standards Update No. 2014-06</a></td><td class="entry">03/14/2014</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/p/#plan-of-reorganization" class="term" title="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."><span>Plan of Reorganization</span></a> (formerly <strong class="ph b">Plan</strong> (1st def.))</td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2014-06/" class="xref">Accounting Standards Update No. 2014-06</a></td><td class="entry">03/14/2014</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/glossary/r/#reorganization-value" class="term" title="The value attributed to the reconstituted entity, as well as the expected net realizable value of those assets that will be disposed of before reconstitution occurs. Therefore, this value is viewed as the value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring."><span>Reorganization Value</span></a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-04/" class="xref">Accounting Standards Update No. 2012-04</a></td><td class="entry">10/01/2012</td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-05-3" class="xref">852-10-05-3</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2014-06/" class="xref">Accounting Standards Update No. 2014-06</a></td><td class="entry">03/14/2014</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-45-4" class="xref">852-10-45-4</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2014-06/" class="xref">Accounting Standards Update No. 2014-06</a></td><td class="entry">03/14/2014</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-45-9" class="xref">852-10-45-9</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2015-01/" class="xref">Accounting Standards Update No. 2015-01</a></td><td class="entry">01/09/2015</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-45-13" class="xref">852-10-45-13</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2020-10/" class="xref">Accounting Standards Update No. 2020-10</a></td><td class="entry">10/29/2020</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-45-21" class="xref">852-10-45-21</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/asc-pdf/GUID-CE689F3C-8CB3-4F0C-9F3C-EEEF5ED9D6A5.pdf" class="pdf-link" target="_blank" rel="noopener">Maintenance Update 2017-19 (PDF)</a></td><td class="entry">11/15/2017</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-45-29" class="xref">852-10-45-29</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/asc-pdf/GUID-CE689F3C-8CB3-4F0C-9F3C-EEEF5ED9D6A5.pdf" class="pdf-link" target="_blank" rel="noopener">Maintenance Update 2017-19 (PDF)</a></td><td class="entry">11/15/2017</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-50-6A" class="xref">852-10-50-6A</a></td><td class="entry">Added</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2020-10/" class="xref">Accounting Standards Update No. 2020-10</a></td><td class="entry">10/29/2020</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-3" class="xref">852-10-55-3</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2025-12/" class="xref">Accounting Standards Update No. 2025-12</a></td><td class="entry">12/17/2025</td></tr><tr><td class="entry"><div class="xref-range displayInline"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-9" class="xref">852-10-55-9 through 55-11</a></div></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2025-12/" class="xref">Accounting Standards Update No. 2025-12</a></td><td class="entry">12/17/2025</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-9" class="xref">852-10-55-9</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/asc-pdf/GUID-70615411-74CB-4021-945F-C1356FD64A28.pdf" class="pdf-link" target="_blank" rel="noopener">Maintenance Update 2020-18 (PDF)</a></td><td class="entry">11/25/2020</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-10" class="xref">852-10-55-10</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/asc-pdf/GUID-70615411-74CB-4021-945F-C1356FD64A28.pdf" class="pdf-link" target="_blank" rel="noopener">Maintenance Update 2020-18 (PDF)</a></td><td class="entry">11/25/2020</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-10" class="xref">852-10-55-10</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-04/" class="xref">Accounting Standards Update No. 2012-04</a></td><td class="entry">10/01/2012</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-11" class="xref">852-10-55-11</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/asc-pdf/GUID-8C0B93FE-237A-4BFA-8880-FE749B3CAFCB.pdf" class="pdf-link" target="_blank" rel="noopener">Maintenance Update 2016-11 (PDF)</a></td><td class="entry">06/27/2016</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-55-11" class="xref">852-10-55-11</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-04/" class="xref">Accounting Standards Update No. 2012-04</a></td><td class="entry">10/01/2012</td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/10/#852-10-60-1" class="xref">852-10-60-1</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2013-07/" class="xref">Accounting Standards Update No. 2013-07</a></td><td class="entry">04/22/2013</td></tr></tbody></table>

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## ASC 852-10-05: 05 Overview and Background

[Read section](https://asc.understandingaccounting.org/asc/852/10/#05-overview-and-background)

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The Reorganizations Topic includes the following Subtopics:

1.  a
    
    Overall
    
2.  b
    
    Quasi-Reorganizations
    
3.  c
    
    Income Taxes.

##### [852-10-05-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-2)

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This Subtopic addresses the accounting and financial statement disclosure for entities that have filed petitions with the [Bankruptcy Court](https://asc.understandingaccounting.org/glossary/b/#bankruptcy-court "The United States Bankruptcy Court is an adjunct of the United States District Courts. Under the jurisdiction of the District Court, the Bankruptcy Court is generally responsible for cases filed under Chapters 7, 11, 12, and 13 of the Bankruptcy Code.") and expect to reorganize as going concerns under Chapter 11 of the [Bankruptcy Code](https://asc.understandingaccounting.org/glossary/b/#bankruptcy-code "A federal statute, enacted October 1, 1979, as title 11 of the United States Code by the Bankruptcy Reform Act of 1978, that applies to all cases filed on or after its enactment and that provides the basis for the current federal bankruptcy system."). This Subtopic necessarily contains many references to provisions of the Bankruptcy Code; however, the material in this Subtopic should not be relied upon as definitive interpretations of the law for any purposes. The accounting and reporting guidance in this Subtopic is incremental to guidance that otherwise applies to an entity.

##### [852-10-05-3](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-3)

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An entity enters reorganization under [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.") by filing a [petition](https://asc.understandingaccounting.org/glossary/p/#petition "A document filed in a court of bankruptcy, initiating proceedings under the Bankruptcy Code.") with the Bankruptcy Court, an adjunct of the United States District Courts. The filing of the petition starts the [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."). The goal of the proceeding is to maximize recovery by creditors and shareholders by preserving it as a viable entity with a going concern value. For that purpose, the entity prepares a [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.") intended to be confirmed by the court. The plan provides for treatment of all the assets and liabilities of the debtor, which might result in forgiveness of indebtedness. For the plan to be confirmed and the reorganization proceedings thereby concluded, the consideration to be received by parties in interest under the plan must exceed the consideration they would otherwise receive on liquidation of the entity under Chapter 7 of the Bankruptcy Code. The court may confirm a plan even if some classes of creditors or some of the stockholders have not accepted it, provided that it meets standards of fairness required by Chapter 11 to the dissenting class of creditors or the dissenting stockholders.

##### [852-10-05-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-4)

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The plan is the heart of every Chapter 11 reorganization. The provisions of the plan specify the treatment of all creditors and equity holders upon its approval by the Bankruptcy Court. Moreover, the plan shapes the financial structure of the entity that emerges.

##### [852-10-05-5](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-5)

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Chapter 11 provides that, unless a [trustee](https://asc.understandingaccounting.org/glossary/t/#trustee "A person appointed by the Bankruptcy Court in certain situations based on the facts of the case, not related to the size of the entity or the amount of unsecured debt outstanding, at the request of a party in interest after a notice and hearing.") is appointed, the debtor has the exclusive right to file a plan for the first 120 days of the case, or such longer or shorter time as the Bankruptcy Court decrees, for cause. If a plan is filed within the exclusive period, additional time is provided to allow the debtor to obtain plan acceptance. The appointment of the trustee immediately terminates the debtor's exclusive right to file a plan, and any party in interest may then do so.

##### [852-10-05-6](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-6)

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Except to the extent that specific debts are determined by the Bankruptcy Court not to be discharged by the plan, the provisions of a [confirmed plan](https://asc.understandingaccounting.org/glossary/c/#confirmed-plan "An official approval by the court of a plan of reorganization under a Chapter 11 proceeding that makes the plan binding on the debtors and creditors. Before a plan is confirmed, it must satisfy 11 requirements in section 1129(a) of the Bankruptcy Code.") bind the debtor, any entity issuing securities under the plan, any entity acquiring assets under the plan, and any creditor, equity security holder, or general partner in the debtor, regardless of whether 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.") is impaired under the plan and whether such creditor, equity security holder, or general partner has accepted the plan. A claim is impaired if, subject to certain rights to cure defaults, its legal rights are affected adversely by the plan.

##### [852-10-05-7](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-7)

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In general, except as provided in the plan or in the order confirming the plan, confirmation of the plan discharges the debtor from all preconfirmation claims and terminates all rights and interest of equity security holders or general partners as provided for in the plan.

##### [852-10-05-8](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-8)

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The Bankruptcy Court confirms a plan if it finds all of the following:

1.  a
    
    The plan and the plan proponent have complied with various technical requirements of the Bankruptcy Code.
    
2.  b
    
    Disclosures made in soliciting acceptance of the plan have been adequate.
    
3.  c
    
    Dissenting members of [consenting classes](https://asc.understandingaccounting.org/glossary/c/#consenting-classes "Classes of creditors or stockholders that approve the proposed plan.") of [impaired claims](https://asc.understandingaccounting.org/glossary/i/#impaired-claims "In determining which class of creditors' claims or stockholders' interests must approve the plan, it is first necessary to determine if the class is impaired. A class of creditors' claims or stockholders' interests under a plan is not impaired if the plan leaves unaltered the legal, equitable, and contractual right of a class, cures defaults that lead to acceleration of debt or equity interest, or pays in cash the full amount of the claim, or for equity interests, the greater of the fixed liquidation preference or redemption price.") would receive under the plan at least the amount they would have received under a [Chapter 7](https://asc.understandingaccounting.org/glossary/c/#chapter-7 "A liquidation, voluntarily or involuntarily initiated under the provisions of the Bankruptcy Code, that provides for liquidation of the business or the debtor's estate.") proceeding.
    
4.  d
    
    Claims entitled to priority under the Bankruptcy Code will be paid in cash.
    
5.  e
    
    Confirmation of the plan is not likely to be followed by liquidation or further reorganization.
    
6.  f
    
    At least one class of impaired claims, apart from insiders, has accepted the plan.
    
7.  g
    
    The plan proponent has obtained the consent of all impaired classes of claims or equity securities, or the plan proponent can comply with the [cram-down provisions](https://asc.understandingaccounting.org/glossary/c/#cram-down-provisions "Provisions requiring that for a plan to be confirmed, a class of claims or interests must either accept the plan or not be impaired. However, the Bankruptcy Code allows the Bankruptcy Court under certain conditions to confirm a plan even though an impaired class has not accepted the plan. To do so, the plan must not discriminate unfairly and must be fair and equitable to each class of claims or interests impaired under the plan that have not accepted it. The Bankruptcy Code states examples of conditions for secured claims, unsecured claims, and stockholder interests in the fair and equitable requirement.") of the Bankruptcy Code. Under the cram-down provisions, the court may confirm a plan even if one or more classes of holders of impaired claims or equity securities do not accept it, as long as the court finds the plan does not discriminate unfairly and is fair and equitable to each [nonconsenting class](https://asc.understandingaccounting.org/glossary/n/#nonconsenting-class "A class of creditors or stockholders that does not approve the proposed plan.") impaired by the plan.

##### [852-10-05-9](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-9)

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In general, 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 deemed to be treated fairly and equitably if it remains adequately collateralized and will receive a stream of payments whose discounted value equals the amount of the secured claim on the effective date of the plan. In general, an [unsecured claim](https://asc.understandingaccounting.org/glossary/u/#unsecured-claim "A liability that is not secured by collateral. In the case of an undersecured creditor, the excess of the secured claim over the value of the collateral is an unsecured claim, unless the debtor elects in a Chapter 11 proceeding to have the entire claim considered secured. The term is generally used in bankruptcy to refer to unsecured claims that do not receive priority under the Bankruptcy Code. Sometimes referred to as an unsecured claim liability.") is deemed to be treated fairly and equitably if it receives assets whose discounted value equals the allowed amount of the claim, or if the holder of any claim or equity security interest that is junior to the dissenting class will not receive or retain any assets under the plan. Similarly, an equity security interest is deemed fairly and equitably treated if that interest receives assets whose discounted value equals the greatest of any fixed liquidation preference, any fixed redemption price, or the value of such interest, or if no junior equity security interest will receive any assets under the plan.

#### Reorganization Value

##### [852-10-05-10](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-10)

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An important part of the process of developing a plan is the determination of the [reorganization value](https://asc.understandingaccounting.org/glossary/r/#reorganization-value "The value attributed to the reconstituted entity, as well as the expected net realizable value of those assets that will be disposed of before reconstitution occurs. Therefore, this value is viewed as the value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring.") of the entity that emerges from bankruptcy. Reorganization value generally approximates fair value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring. The reorganization value of an entity is the amount of resources available and to become available for the satisfaction of [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.") and [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.") and interest, as negotiated or litigated between the [debtor-in-possession](https://asc.understandingaccounting.org/glossary/d/#debtor-in-possession "Existing management continuing to operate an entity that has filed a petition under Chapter 11. The debtor-in-possession is allowed to operate the business in all Chapter 11 cases unless the court, for cause, authorizes the appointment of a trustee.") or trustee, the creditors, and the holders of equity interests. Reorganization value includes the sum of the value attributed to the reconstituted entity and other assets of the debtor that will not be included in the reconstituted entity. Reorganization value and the terms of the plan are determined only after extensive arm's-length negotiations or litigation between the interested parties. Before the negotiations, the debtor-in-possession, creditors, and equity holders develop their own ideas on the reorganization value of the entity that will emerge from Chapter 11. Several methods are used to determine the reorganization value; however, generally it is determined by discounting future cash flows for the reconstituted business that will emerge from Chapter 11 and from expected proceeds or collections from assets not required in the reconstituted business, at rates reflecting the business and financial risks involved.

#### The Disclosure Statement

##### [852-10-05-11](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-11)

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A [disclosure statement](https://asc.understandingaccounting.org/glossary/d/#disclosure-statement "A written statement containing information approved as adequate by the court. It is required to be presented by a party before soliciting the acceptance or rejection of a plan of reorganization from creditors and stockholders affected by the plan. Adequate information means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor's records, that would enable a hypothetical reasonable investor typical of holders of claims or interests of the relevant class to make an informed judgment about the plan.") approved by the court is transmitted to all parties entitled to vote on the plan at or before the time their acceptance of the plan is solicited. The disclosure statement provides information that enables them to make informed judgments about the plan.

##### [852-10-05-12](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-12)

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No postpetition solicitation of acceptance of a plan may be made unless by the time of the solicitation a disclosure statement previously approved by the Bankruptcy Court has been sent to those whose acceptance is required. The disclosure statement must contain adequate information, which is defined in the Bankruptcy Code as information that would enable a hypothetical reasonable investor typical of holders of claims or interests of the relevant class to make an informed judgment about the plan, as far as it is reasonably practicable to provide in light of the nature and history of the [emerging entity](https://asc.understandingaccounting.org/glossary/e/#emerging-entity "An entity (sometimes referred to as the reorganized entity), that has had its plan confirmed and begins to operate as a new entity.") and the condition of the emerging entity's records. Examples of the kinds of items that may be included in disclosure statements to provide such information include a summary of the reorganization plan, historical and prospective financial information, and a pro forma balance sheet reporting the reorganization value and the capital structure of the emerging entity.

##### [852-10-05-13](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-13)

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What constitutes adequate information depends on the circumstances of the entity in Chapter 11, the nature of the plan, and the sophistication of the various classes whose acceptance is required. Although a valuation is not required for a Bankruptcy Court's approval of a disclosure statement, the instances in which valuations are not made are generally restricted to those in which the reorganization value of the emerging entity is greater than the liabilities or in which holders of existing voting shares retain more than 50 percent of the emerging entity's voting shares when the entity emerges from reorganization.

##### [852-10-05-14](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-14)

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After reorganization proceedings have started, acceptances of a plan may not be solicited by any person without a disclosure statement approved by the court, but acceptances obtained before the proceedings started may be counted if they were solicited in compliance with applicable nonbankruptcy law governing the adequacy of disclosure or there is not any applicable nonbankruptcy law but there was in fact adequate information provided at the time of the prebankruptcy solicitation of acceptances of the plan.

##### [852-10-05-15](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-15)

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While the court determines the adequacy of the disclosure statement, entities that expect to adopt fresh-start reporting (see Section 852-10-45 for guidance on what is referred to as fresh-start reporting) should report information about the reorganization value in the disclosure statement, so that creditors and stockholders can make an informed judgment about the plan. The most likely place to report the reorganization value is in the pro forma balance sheet that is commonly part of the disclosure statement. Because reorganization value may not have been allocated to individual assets concurrently with the preparation of the pro forma balance sheet included in the disclosure statement in some cases, it may be necessary to include in the pro forma balance sheet a separate line item to reflect the difference of the total reorganization value of the emerging entity over recorded amounts. When possible, reorganization value should be segregated into major categories.

#### The Financial Reporting Consequences of the Absolute Priority Doctrine

##### [852-10-05-16](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-16)

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Under the [absolute priority doctrine](https://asc.understandingaccounting.org/glossary/a/#absolute-priority-doctrine "A doctrine that provides that if an impaired class does not vote in favor of a plan, the court may nevertheless confirm the plan under the cram-down provisions of the Bankruptcy Code. The absolute priority doctrine is triggered when the cram-down provisions apply. The doctrine states that all members of the senior class of creditors and equity interests must be satisfied in full before the members of the second senior class of creditors can receive anything, and the full satisfaction of that class must occur before the third senior class of creditors may be satisfied, and so on.") of the Bankruptcy Code, if the amount of postpetition liabilities and allowed claims exceeds the reorganization value of the emerging entity, existing shareholders lose their legal right to any economic interest without the consent of creditors. Therefore, any equity interest in the emerging entity ultimately held by existing shareholders is given to them by the creditors. Among the reasons the creditors might give such shareholders equity interests in the emerging entity are to avoid the expensive and time-consuming legal proceedings necessary to implement the cram-down provisions of the Bankruptcy Code or to preserve continuity of management. Consequently, in this situation, if all of the conditions stated in paragraph [852-10-45-19](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-19) are met, then upon an entity's emergence from Chapter 11, this Subtopic requires the entity to adopt fresh-start reporting.

#### Terms

##### [852-10-05-17](https://asc.understandingaccounting.org/asc/852/10/#852-10-05-17)

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The following terms are widely used when addressing reorganizations, yet are not included in the text of the standards:

1.  a
    
    [Administrative expenses](https://asc.understandingaccounting.org/glossary/a/#administrative-expenses "Claims that receive priority over all other unsecured claims in a bankruptcy case. Administrative expenses (sometimes referred to as administrative claims) include the actual, necessary costs and expenses of preserving the estate, including wages, salaries, or commissions for services rendered after the commencement of the case. Fees paid to professionals for services rendered after the petition is filed are considered administrative expenses.")
    
2.  b
    
    [Obligations subject to compromise](https://asc.understandingaccounting.org/glossary/o/#obligations-subject-to-compromise "Includes all prepetition liabilities (claims) except those that will not be impaired under the plan, such as claims in which the value of the security interest is greater than the claim.")
    
3.  c
    
    [Undersecured claim](https://asc.understandingaccounting.org/glossary/u/#undersecured-claim "A secured claim whose collateral is worth less than the amount of the claim. Sometimes referred to as an undersecured claim liability.").

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## ASC 852-10-10: 10 Objectives

[Read section](https://asc.understandingaccounting.org/asc/852/10/#10-objectives)

SEC content: no

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

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Presenting an entity's financial evolution in its financial statements 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 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.") is an objective of the guidance in this Subtopic.

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## ASC 852-10-15: 15 Scope and Scope Exceptions

[Read section](https://asc.understandingaccounting.org/asc/852/10/#15-scope-and-scope-exceptions)

SEC content: no

#### Entities

##### [852-10-15-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-15-1)

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This Subtopic provides guidance on financial reporting by entities that have filed petitions with the [Bankruptcy Court](https://asc.understandingaccounting.org/glossary/b/#bankruptcy-court "The United States Bankruptcy Court is an adjunct of the United States District Courts. Under the jurisdiction of the District Court, the Bankruptcy Court is generally responsible for cases filed under Chapters 7, 11, 12, and 13 of the Bankruptcy Code.") and expect to reorganize as going concerns under Chapter 11 of title 11 of the United States Code. The guidance in this Subtopic applies to all entities except governmental organizations.

#### Transactions

##### [852-10-15-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-15-2)

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The guidance in this Subtopic applies to the following transactions and activities:

1.  a
    
    Reorganizations by entities that expect to reorganize as a going concern under [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.")
    
2.  b
    
    Reorganizations by entities upon emergence from Chapter 11 under confirmed plans.

##### [852-10-15-3](https://asc.understandingaccounting.org/asc/852/10/#852-10-15-3)

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The guidance in this Subtopic does not apply to the following transactions and activities:

1.  a
    
    Debt restructurings outside of Chapter 11
    
2.  b
    
    Reorganization activities consisting of liquidation or adoption of plans of liquidation under the [Bankruptcy Code](https://asc.understandingaccounting.org/glossary/b/#bankruptcy-code "A federal statute, enacted October 1, 1979, as title 11 of the United States Code by the Bankruptcy Reform Act of 1978, that applies to all cases filed on or after its enactment and that provides the basis for the current federal bankruptcy system.").

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## ASC 852-10-25: 25 Recognition

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

SEC content: no

##### [852-10-25-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-25-1)

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As explained in paragraph [852-10-45-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-1), 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.

##### [852-10-25-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-25-2)

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See Section 852-10-45 for financial statement presentation guidance applicable to entities during and after reorganization proceedings.

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## ASC 852-10-30: 30 Initial Measurement

[Read section](https://asc.understandingaccounting.org/asc/852/10/#30-initial-measurement)

SEC content: no

##### [852-10-30-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-30-1)

Pending content: no

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As explained in paragraph [852-10-45-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-1), 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.

##### [852-10-30-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-30-2)

Pending content: no

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See Section 852-10-45 for financial statement presentation guidance applicable to entities during and after reorganization proceedings.

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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)

SEC content: no

#### 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.

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## ASC 852-10-50: 50 Disclosure

[Read section](https://asc.understandingaccounting.org/asc/852/10/#50-disclosure)

SEC content: no

##### [852-10-50-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-1)

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This Section provides incremental disclosure guidance for entities with transactions within the scope of this Subtopic. It is incremental to disclosure guidance otherwise applicable to an entity under other generally accepted accounting principles (GAAP).

#### Financial Reporting during Reorganization Proceedings

##### [852-10-50-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-2)

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The notes to financial statements of an entity in Chapter 11 shall disclose both of the following:

1.  a
    
    [Claims](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.") not subject to reasonable estimation based on the provisions of Subtopic 450-20
    
2.  b
    
    The principal categories of the claims subject to compromise.

##### [852-10-50-3](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-3)

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The extent to which reported interest expense differs from stated contractual interest shall be disclosed. It may be appropriate to disclose this parenthetically on the face of the statement of operations.

##### [852-10-50-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-4)

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Intra-entity receivables and payables of entities in reorganization proceedings shall be disclosed in the condensed combined financial statements referred to in paragraph [852-10-45-14](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-14).

##### [852-10-50-5](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-5)

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Paragraph [852-10-45-16](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-16) identifies a situation in which disclosure of a probable issuance of common stock or common stock equivalents is required.

##### [852-10-50-6](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-6)

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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](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.").

##### [852-10-50-6A](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-6A)

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If the indirect method is used to prepare the statement of cash flows, 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 [852-10-45-13](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-13).)

#### Financial Reporting When Entities Emerge from Chapter 11 Reorganization and Adopt Fresh-Start Reporting

##### [852-10-50-7](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-7)

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Paragraph [852-10-45-21](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-21) requires additional information to be disclosed in the notes to the initial fresh-start financial statements when fresh-start reporting is adopted. That additional information consists of all of the following:

1.  a
    
    Adjustments to the historical amounts of individual assets and liabilities
    
2.  b
    
    The amount of debt forgiveness
    
3.  c
    
    Significant matters relating to the determination of [reorganization value](https://asc.understandingaccounting.org/glossary/r/#reorganization-value "The value attributed to the reconstituted entity, as well as the expected net realizable value of those assets that will be disposed of before reconstitution occurs. Therefore, this value is viewed as the value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets of the entity immediately after the restructuring."), including all of the following:
    
    1.  1
        
        The method or methods used to determine reorganization value and factors such as discount rates, tax rates, the number of years for which cash flows are projected, and the method of determining [terminal value](https://asc.understandingaccounting.org/glossary/t/#terminal-value "A component of reorganization value.Reorganization value calculated based on the discounting of cash flows normally consists of three parts; the discounted cash flows determined for the forecast period, the residual value or terminal value, and the current value of any excess working capital or other assets that are not needed in reorganization. Terminal or residual value represents the present value of the business attributable to the period beyond the forecast period.")
        
    2.  2
        
        Sensitive assumptions—that is, assumptions about which there is a reasonable possibility of the occurrence of a variation that would have significantly affected measurement of reorganization value
        
    3.  3
        
        Assumptions about anticipated conditions that are expected to be different from current conditions, unless otherwise apparent.

##### [852-10-50-8](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-8)

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

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## ASC 852-10-55: 55 Implementation Guidance and Illustrations

[Read section](https://asc.understandingaccounting.org/asc/852/10/#55-implementation-guidance-and-illustrations)

SEC content: no

##### [852-10-55-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-1)

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This Section is an integral part of the requirements of this Subtopic. This Section provides illustrations that address the application of requirements to specific aspects of accounting and reporting for entities in reorganization under Chapter 11 of the [Bankruptcy Code](https://asc.understandingaccounting.org/glossary/b/#bankruptcy-code "A federal statute, enacted October 1, 1979, as title 11 of the United States Code by the Bankruptcy Reform Act of 1978, that applies to all cases filed on or after its enactment and that provides the basis for the current federal bankruptcy system."). The illustrations that follow may be based on provisions of law that are subject to change. These assumptions about the law are for illustrative purposes only.

#### Illustrations

##### [852-10-55-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-2)

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The following Example illustrates the guidance in paragraphs

[852-10-45-1 through 45-13](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-1)

and

[852-10-50-2 through 50-3](https://asc.understandingaccounting.org/asc/852/10/#852-10-50-2)

relating to financial statement reporting practices during the period that an entity is in reorganization. Illustrative financial statements and accompanying notes follow.

##### [852-10-55-3](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-3)

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XYZ Company is a manufacturing concern headquartered in Tennessee, with a fiscal year ending on December 31. On January 10, 19X1, XYZ filed a [petition](https://asc.understandingaccounting.org/glossary/p/#petition "A document filed in a court of bankruptcy, initiating proceedings under the Bankruptcy Code.") for relief under Chapter 11 of the federal bankruptcy laws. The following financial statements (balance sheet and statements of operations and cash flows) are presented as of and for the year ended December 31.

-   Illustrative Financial Statements and Notes to Financial Statements for an Entity Operating Under Chapter 11
    
-   ![](https://asc.understandingaccounting.org/asc-img/GUID-CE6E1D02-E98F-4555-9396-4CF95282FD22-low.gif)
    
    XYZ Company (Debtor in Possession) Balance Sheet "December 31, 19X1" Assets (000s) Current assets Cash $110 "Accounts receivable, net" 300 Inventory 250 Other current assets 30 Total current assets 690 "Property, plant and equipment, net" 430 Goodwill 210 Total assets " $1,330 " Liabilities and Shareholders' Deficit (000s) Liabilities not subject to compromise current liabilities: Short-term borrowings $25 Accounts payable—trade 200 Other liabilities 50 Total current liabilities 275 Liabilities subject to compromise " 1,100 " (a) Total liabilities " 1,375 " shareholders' (deficit) Preferred stock 325 Common stock 75 Retained earnings (deficit) (445) (45) Total Liabilities & Shareholders' (Deficit) " $1,330 " (a) Liabilities subject to compromise consist of the following: "Secured debt, 14%, secured by first mortgage on building" " $300,000 " (b) Priority tax claims " 50,000 " "Senior subordinated secured notes, 15%" " 275,000 " Trade and other miscellaneous claims " 225,000 " "Subordinated debentures, 17%" " 250,000 " " $1,100,000 " (b) "The secured debt in this case should be considered, due to various factors, subject to compromise." The accompanying notes are an integral part of the financial statements.
    
-   ![](https://asc.understandingaccounting.org/asc-img/GUID-57CE05EF-CD69-4F6B-AB7E-600265574C2C-low.gif)
    
    XYZ Company (Debtor-in-Possession) Statement of Operations "For the Year Ended December 31, 19X1" (000s) 19X1 Revenues: Sales " $2,400 " Cost and expenses: Cost of goods sold " 1,800 " "Selling, operating and administrative" 550 Interest (contractual interest $5) 3 " 2,353 " Earnings before reorganization items and income tax benefit 47 Reorganization items: Loss on disposal of facility (60) Professional fees (50) Provision for rejected executory contracts (10) Interest earned on accumulated cash resulting from Chapter 11 proceeding 1 (119) Loss before income tax benefit and discontinued operations (72) Income tax benefit 10 Loss before discontinued operations (62) Discontinued operations: Loss from operations of discontinued products segment (56) Net loss $(118) Loss per common share: Loss before discontinued operations $(0.62) Discontinued operations $(0.56) Net loss $(1.18) The accompanying notes are an integral part of the financial statements.
    
-   ![](https://asc.understandingaccounting.org/asc-img/GUID-A4F01AFA-AA43-4469-8DDF-3A86AC2340A7-low.gif)
    
    XYZ Company (Debtor-in-Possession) Statement of Cash Flows "For the Year Ended December 31, 19X1" Increase in Cash and Cash Equivalents (000s) 19X1 Cash flows from operating activities: Cash received from customers " $2,220 " Cash paid to suppliers and employees " (2,070)" Interest paid (3) Net cash provided by operating activities before reorganization items 147 Operating cash flows from reorganization items: Interest received on cash accumulated because of the Chapter 11 proceeding 1 Professional fees paid for services rendered in connection with the Chapter 11 proceeding (50) Net cash used by reorganization items (49) Net cash provided by operating activities 98 Cash flows from investing activities: Capital expenditures (5) Proceeds from sale of facility due to Chapter 11 proceeding 40 Net cash provided by investing activities 35 Cash flow used by financing activities: Net borrowings under short-term credit facility (post petition) 25 Repayment of cash overdraft (45) Principal payments on prepetition debt authorized by court (3) Net cash provided by financing activities (23) Net increase in cash and cash equivalents 110 Cash and cash equivalents at beginning of year - Cash and cash equivalents at end of year $110 Reconciliation of net loss to net cash provided by operating activities Net loss $(118) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation 20 Loss on disposal of facility 60 Provision for rejected executory contracts 10 Loss on discontinued operations 56 Increase in postpetition payables and other liabilities 250 Increase in accounts receivable (180) Net cash provided by operating activities $98 The accompanying notes are an integral part of the financial statements.
    
-   XYZ Company Notes to Financial Statements December 31, 19X1
    
-   Note X—Petition for Relief Under Chapter 11
    
-   On January 10, 19X1, XYZ Company (the Debtor) filed petitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Western District of Tennessee. Under Chapter 11, certain claims against the Debtor in existence before the filing of the petitions for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as Debtor-in-possession. These claims are reflected in the December 31, 19X1, balance sheet as liabilities subject to compromise. Additional claims (liabilities subject to compromise) may arise after the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. Claims secured against the Debtor's assets (secured claims) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens on the Debtor's property, plant, and equipment.
    
-   The Debtor received approval from the Bankruptcy Court to pay or otherwise honor certain of its prepetition obligations, including employee wages and product warranties. The Debtor has determined that there is insufficient collateral to cover the interest portion of scheduled payments on its prepetition debt obligations. Contractual interest on those obligations amounts to $5,000, which is $2,000 in excess of reported interest expense; therefore, the debtor has discontinued accruing interest on these obligations. See Note X in Example 2 (paragraph [852-10-55-11](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-11)) for a discussion of the credit arrangements entered into after the Chapter 11 filings.
    

Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:

[105-10-65-10](https://asc.understandingaccounting.org/asc/105/10/#105-10-65-10)XYZ Company is a manufacturing concern headquartered in Tennessee, with a fiscal year ending on December 31. On January 10, 19X1, XYZ filed a [petition](https://asc.understandingaccounting.org/glossary/p/#petition "A document filed in a court of bankruptcy, initiating proceedings under the Bankruptcy Code.") for relief under Chapter 11 of the federal bankruptcy laws. The following financial statements (balance sheet and statements of operations and cash flows) are presented as of and for the year ended December 31.

-   Illustrative Financial Statements and Notes to Financial Statements for an Entity Operating Under Chapter 11
    
-   ![](https://asc.understandingaccounting.org/asc-img/GUID-CE6E1D02-E98F-4555-9396-4CF95282FD22-low.gif)
    
    XYZ Company (Debtor in Possession) Balance Sheet "December 31, 19X1" Assets (000s) Current assets Cash $110 "Accounts receivable, net" 300 Inventory 250 Other current assets 30 Total current assets 690 "Property, plant and equipment, net" 430 Goodwill 210 Total assets " $1,330 " Liabilities and Shareholders' Deficit (000s) Liabilities not subject to compromise current liabilities: Short-term borrowings $25 Accounts payable—trade 200 Other liabilities 50 Total current liabilities 275 Liabilities subject to compromise " 1,100 " (a) Total liabilities " 1,375 " shareholders' (deficit) Preferred stock 325 Common stock 75 Retained earnings (deficit) (445) (45) Total Liabilities & Shareholders' (Deficit) " $1,330 " (a) Liabilities subject to compromise consist of the following: "Secured debt, 14%, secured by first mortgage on building" " $300,000 " (b) Priority tax claims " 50,000 " "Senior subordinated secured notes, 15%" " 275,000 " Trade and other miscellaneous claims " 225,000 " "Subordinated debentures, 17%" " 250,000 " " $1,100,000 " (b) "The secured debt in this case should be considered, due to various factors, subject to compromise." The accompanying notes are an integral part of the financial statements.
    
-   ![](https://asc.understandingaccounting.org/asc-img/GUID-57CE05EF-CD69-4F6B-AB7E-600265574C2C-low.gif)
    
    XYZ Company (Debtor-in-Possession) Statement of Operations "For the Year Ended December 31, 19X1" (000s) 19X1 Revenues: Sales " $2,400 " Cost and expenses: Cost of goods sold " 1,800 " "Selling, operating and administrative" 550 Interest (contractual interest $5) 3 " 2,353 " Earnings before reorganization items and income tax benefit 47 Reorganization items: Loss on disposal of facility (60) Professional fees (50) Provision for rejected executory contracts (10) Interest earned on accumulated cash resulting from Chapter 11 proceeding 1 (119) Loss before income tax benefit and discontinued operations (72) Income tax benefit 10 Loss before discontinued operations (62) Discontinued operations: Loss from operations of discontinued products segment (56) Net loss $(118) Loss per common share: Loss before discontinued operations $(0.62) Discontinued operations $(0.56) Net loss $(1.18) The accompanying notes are an integral part of the financial statements.
    
-   ![](https://asc.understandingaccounting.org/asc-img/GUID-B9C5A640-DED9-4CA2-8978-6B7A29BF9B58-low.gif)
    
    XYZ Company (Debtor-in-Possession) Statement of Cash Flows "For the Year Ended December 31, 19X1" Increase in Cash and Cash Equivalents (000s) 19X1 Cash flows from operating activities: Cash received from customers " $2,220 " Cash paid to suppliers and employees " (2,070)" Interest paid (3) Net cash provided by operating activities before reorganization items 147 Operating cash flows from reorganization items: Interest received on cash accumulated because of the Chapter 11 proceeding 1 Professional fees paid for services rendered in connection with the Chapter 11 proceeding (50) Net cash used in reorganization items (49) Net cash provided by operating activities 98 Cash flows from investing activities: Capital expenditures (5) Proceeds from sale of facility due to Chapter 11 proceeding 40 Net cash provided by investing activities 35 Cash flows from financing activities: Net borrowings under short-term credit facility (post petition) 25 Repayment of cash overdraft (45) Principal payments on prepetition debt authorized by court (3) Net cash used in financing activities (23) Net increase in cash and cash equivalents 110 Cash and cash equivalents at beginning of year - Cash and cash equivalents at end of year $110 Reconciliation of net loss to net cash provided by operating activities Net loss $(118) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation 20 Loss on disposal of facility 60 Provision for rejected executory contracts 10 Loss on discontinued operations 56 Increase in postpetition payables and other liabilities 250 Increase in accounts receivable (180) Net cash provided by operating activities $98 The accompanying notes are an integral part of the financial statements.
    
-   XYZ Company Notes to Financial Statements December 31, 19X1
    
-   Note X—Petition for Relief Under Chapter 11
    
-   On January 10, 19X1, XYZ Company (the Debtor) filed petitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Western District of Tennessee. Under Chapter 11, certain claims against the Debtor in existence before the filing of the petitions for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as Debtor-in-possession. These claims are reflected in the December 31, 19X1, balance sheet as liabilities subject to compromise. Additional claims (liabilities subject to compromise) may arise after the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. Claims secured against the Debtor's assets (secured claims) also are stayed, although the holders of such claims have the right to move the court for relief from the stay. Secured claims are secured primarily by liens on the Debtor's property, plant, and equipment.
    
-   The Debtor received approval from the Bankruptcy Court to pay or otherwise honor certain of its prepetition obligations, including employee wages and product warranties. The Debtor has determined that there is insufficient collateral to cover the interest portion of scheduled payments on its prepetition debt obligations. Contractual interest on those obligations amounts to $5,000, which is $2,000 in excess of reported interest expense; therefore, the debtor has discontinued accruing interest on these obligations. See Note X in Example 2 (paragraph [852-10-55-11](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-11)) for a discussion of the credit arrangements entered into after the Chapter 11 filings.

##### [852-10-55-4](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-4)

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This Example illustrates the fresh-start-related guidance in paragraphs

[852-10-45-19 through 45-27](https://asc.understandingaccounting.org/asc/852/10/#852-10-45-19)

and uses the same hypothetical XYZ Company as in Example 1 (see paragraph [852-10-55-2](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-2)). Illustrative accounting and associated note disclosures follow.

##### [852-10-55-5](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-5)

Pending content: no

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The Bankruptcy Court confirmed XYZ's plan of reorganization as of June 30, 19X2. It was determined that XYZ's reorganization value computed immediately before June 30, 19X2, the date of plan confirmation, was $1,300,000, which consisted of the following.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-31107C57-9EFB-498F-955F-204148424F4F-low.gif)
    
    Cash in excess of normal operating requirements generated by operations " $150,000 " Net realizable value of asset dispositions " 75,000 " Present value of discounted cash flows of the emerging entity " 1,075,000 " Reorganization value " $1,300,000 "

##### [852-10-55-6](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-6)

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XYZ Company adopted fresh-start reporting because holders of existing voting shares immediately before filing and confirmation of the plan received less than 50% of the voting shares of the emerging entity and its reorganization value is less than its postpetition liabilities and [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."), as shown in the following table.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-AC1B4CC4-0E30-487B-A3C7-09907D7F6468-low.gif)
    
    Postpetition current liabilities " $300,000 " Liabilities deferred pursuant to Chapter 11 proceeding " 1,100,000 " Total postpetition liabilities and allowed claims " 1,400,000 " Reorganization value " (1,300,000)" Excess of liabilities over reorganization value " $100,000 "

##### [852-10-55-7](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-7)

Pending content: no

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The reorganization value of the XYZ Company was determined in consideration of several factors and by reliance on various valuation methods, including discounting cash flow and price/earnings and other applicable ratios. The factors considered by XYZ Company included all of the following:

1.  a
    
    Forecasted operating and cash flow results that gave effect to the estimated impact of both of the following:
    
    1.  1
        
        Corporate restructuring and other operating program changes
        
    2.  2
        
        Limitations on the use of available net operating loss carryovers and other tax attributes resulting from the plan of reorganization and other events.
        
2.  b
    
    The discounted residual value at the end of the forecast period based on the capitalized cash flows for the last year of that period
    
3.  c
    
    Market share and position
    
4.  d
    
    Competition and general economic considerations
    
5.  e
    
    Projected sales growth
    
6.  f
    
    Potential profitability
    
7.  g
    
    Seasonality and working capital requirements.

##### [852-10-55-8](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-8)

Pending content: no

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After consideration of XYZ Company's debt capacity and other capital structure considerations, such as industry norms, projected earnings to fixed charges, earnings before interest and taxes to interest, free cash flow to interest, and free cash flow to debt service and other applicable ratios, and after extensive negotiations among parties in interest, it was agreed that XYZ's reorganization capital structure should be as follows.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-6C681657-8AF1-48C4-A7AB-78FECC644101-low.gif)
    
    Postpetition current liabilities " $300,000 " Internal Revenue Service (IRS) note " 50,000 " Senior debt " 275,000 " (a) Subordinated debt " 175,000 " Common stock " 350,000 " Reorganization capital structure " $1,150,000 " (b) (a) "Due $50,000 per year for each of the next 4 years, at 12% interest, with $75,000 due in the fifth year." (b) See the table in paragraph 852-10-55-10 for the balance sheet adjustments required to reflect XYZ Company's reorganization value as of the date of plan confirmation.

##### [852-10-55-9](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-9)

Pending content: yes

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The following entries record the provisions of the plan and the adoption of fresh-start reporting.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-EE559453-A486-4AA8-8C5A-D731A8049509-low.gif)
    
    Entries to record debt discharge: Liabilities subject to compromise " $1,100,000 " Senior debt—current " $50,000 " Senior debt—long-term " 225,000 " IRS note " 50,000 " Cash " 150,000 " Subordinated debt " 175,000 " Common stock (new) " 86,000 " Additional paid-in capital " 215,000 " Gain on debt discharge " 149,000 " Entries to record exchange of stock for stock: Preferred stock " 325,000 " Common stock (old) " 75,000 " Common stock (new) " 14,000 " Additional paid-in capital " 386,000 " Entries to record the adoption of fresh-start reporting and to eliminate the deficit: Inventory " 50,000 " "Property, plant an equipment" " 175,000 " Reorganization value in excess of amounts allocable to identifiable assets " 175,000 " Gain on debt discharge " 149,000 " Additional paid-in capital " 351,000 " Goodwill " 200,000 " Deficit " 700,000 "
    

Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:

[105-10-65-10](https://asc.understandingaccounting.org/asc/105/10/#105-10-65-10)The following entries record the provisions of the plan and the adoption of fresh-start reporting.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-D765E72D-825D-453E-ADB4-A46E7CEAA518-low.gif)
    
    Entries to record debt discharge: Liabilities subject to compromise " $1,100,000 " Senior debt—current " $50,000 " Senior debt—long-term " 225,000 " IRS note " 50,000 " Cash " 150,000 " Subordinated debt " 175,000 " Common stock (new) " 86,000 " Additional paid-in capital " 215,000 " Gain on debt discharge " 149,000 " Entries to record exchange of stock for stock: Preferred stock " 325,000 " Common stock (old) " 75,000 " Common stock (new) " 14,000 " Additional paid-in capital " 386,000 " Entries to record the adoption of fresh-start reporting and to eliminate the deficit: Inventory " 50,000 " "Property, plant, and equipment" " 175,000 " Goodwill (new) " 175,000 " Gain on debt discharge " 149,000 " Additional paid-in capital " 351,000 " Goodwill (old) " 200,000 " Deficit " 700,000 "

##### [852-10-55-10](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-10)

Pending content: yes

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The effect of the plan of reorganization on XYZ Company's balance sheet, as of June 30, 19X2, is as follows.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-B4554DDA-514C-4791-A606-2BBA9DEA7A73-low.gif)
    
    Adjustments to Record Confirmation of Plan XYZ Company's Reorganized Balance Sheet Preconfirmation Debt discharge Exchange of stock Fresh start Assets: Current Assets Cash " $200,000 " " $(150,000)" " $50,000 " Receivables " 250,000 " " 250,000 " Inventory " 175,000 " " $50,000 " " 225,000 " "Assets to be disposed of valued at market, which is lower than cost" " 25,000 " " 25,000 " Other current assets " 25,000 " " 25,000 " " 675,000 " " (150,000)" " 50,000 " " 575,000 " "Property, plant, and equipment" " 175,000 " " 175,000 " " 350,000 " "Assets to be disposed of valued at market, which is lower than cost" " 50,000 " " 50,000 " Goodwill " 200,000 " " (200,000)" Reorganization value in excess of amounts allocable to identifiable assets " 175,000 " " 175,000 " " $1,100,000 " " $(150,000)" " $200,000 " " $1,150,000 " "Liabilities and Shareholders' Deficit:" Liabilities Not Subject to Compromise Current liabilities Short-term borrowings " $25,000 " " $25,000 " Current maturities of senior debt " $50,000 " " 50,000 " Accounts payable trade " 175,000 " " 175,000 " Other liabilities " 100,000 " " 100,000 " " 300,000 " " 50,000 " " 350,000 " Liabilities Subject to Compromise Prepetition liabilities " 1,100,000 " " (1,100,000)" IRS note " 50,000 " " 50,000 " "Senior debt, less current maturities" " 225,000 " " 225,000 " Subordinated debt " 175,000 " " 175,000 " Shareholders' deficit: Preferred stock " 325,000 " " $(325,000)" Additional paid-in capital " 215,000 " " 386,000 " " $(351,000)" " 250,000 " Common stock—old " 75,000 " " (75,000)" Common stock—new " 86,000 " " 14,000 " " 100,000 " Retained earnings (deficit) " (700,000)" " 149,000 " " 700,000 " " (149,000)" " (300,000)" " 450,000 " - " 200,000 " " 350,000 " " $1,100,000 " " $(150,000)" $- " $200,000 " " $1,150,000 "
    

Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:

[105-10-65-10](https://asc.understandingaccounting.org/asc/105/10/#105-10-65-10)The effect of the plan of reorganization on XYZ Company's balance sheet, as of June 30, 19X2, is as follows.

-   ![](https://asc.understandingaccounting.org/asc-img/GUID-1B9DB7CE-737A-4223-A2F2-DF80E65F6E54-low.gif)
    
    Adjustments to Record Confirmation of Plan XYZ Company's Reorganized Balance Sheet Preconfirmation Debt discharge Exchange of stock Fresh start Assets: Current Assets Cash " $200,000 " " $(150,000)" " $50,000 " Receivables " 250,000 " " 250,000 " Inventory " 175,000 " " $50,000 " " 225,000 " "Assets to be disposed of valued at market, which is lower than cost" " 25,000 " " 25,000 " Other current assets " 25,000 " " 25,000 " " 675,000 " " (150,000)" " 50,000 " " 575,000 " "Property, plant, and equipment" " 175,000 " " 175,000 " " 350,000 " "Assets to be disposed of valued at market, which is lower than cost" " 50,000 " " 50,000 " Goodwill—old " 200,000 " " (200,000)" Goodwill—new " 175,000 " " 175,000 " " $1,100,000 " " $(150,000)" " $200,000 " " $1,150,000 " "Liabilities and Shareholders' Deficit:" Liabilities Not Subject to Compromise Current liabilities Short-term borrowings " $25,000 " " $25,000 " Current maturities of senior debt " $50,000 " " 50,000 " Accounts payable trade " 175,000 " " 175,000 " Other liabilities " 100,000 " " 100,000 " " 300,000 " " 50,000 " " 350,000 " Liabilities Subject to Compromise Prepetition liabilities " 1,100,000 " " (1,100,000)" IRS note " 50,000 " " 50,000 " "Senior debt, less current maturities" " 225,000 " " 225,000 " Subordinated debt " 175,000 " " 175,000 " Shareholders' deficit: Preferred stock " 325,000 " " $(325,000)" Additional paid-in capital " 215,000 " " 386,000 " " $(351,000)" " 250,000 " Common stock—old " 75,000 " " (75,000)" Common stock—new " 86,000 " " 14,000 " " 100,000 " Retained earnings (deficit) " (700,000)" " 149,000 " " 700,000 " " (149,000)" " (300,000)" " 450,000 " - " 200,000 " " 350,000 " " $1,100,000 " " $(150,000)" $- " $200,000 " " $1,150,000 "

##### [852-10-55-11](https://asc.understandingaccounting.org/asc/852/10/#852-10-55-11)

Pending content: yes

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Effective as of: not established by retrieval timestamps.


The following illustrative disclosure discusses the details of XYZ Company's [confirmed plan](https://asc.understandingaccounting.org/glossary/c/#confirmed-plan "An official approval by the court of a plan of reorganization under a Chapter 11 proceeding that makes the plan binding on the debtors and creditors. Before a plan is confirmed, it must satisfy 11 requirements in section 1129(a) of the Bankruptcy Code.") of reorganization. In this illustration a tabular presentation entitled Plan of Reorganization Recovery Analysis is incorporated in the note disclosure. The plan of reorganization recovery analysis may alternatively be presented as supplementary information to the financial statements.

-   Note X - Plan of Reorganization
    
-   On June 30, 19X2, the Bankruptcy Court confirmed the Company's plan of reorganization. The Company accounted for the reorganization using fresh-start reporting. Accordingly, all assets and liabilities are adjusted to fair value in accordance with accounting requirements for business combinations under ASC Topic 805. The excess of reorganization value over the fair value of tangible and intangible assets was recorded as "reorganization value in excess of amounts allocable to identifiable assets." The confirmed plan provided for the following:
    
    -   Secured Debt—The Company's $300,000 of secured debt (secured by a first mortgage lien on a building located in Nashville, Tennessee) was exchanged for $150,000 in cash and a $150,000 secured note, payable in annual installments of $27,300 commencing on June 1, 19X3, through June 1, 19X6, with interest at 12% per annum, with the balance due on June 1, 19X7.
        
    -   Priority Tax Claims—Payroll and withholding taxes of $50,000 are payable in equal annual installments commencing on July 1, 19X3, through July 1, 19X8, with interest at 11% per annum.
        
    -   Senior Debt—The holders of approximately $275,000 of senior subordinated secured notes received the following instruments in exchange for their notes: $87,000 in new senior secured debt, payable in annual installments of $15,800 commencing March 1, 19X3, through March 1, 19X6, with interest at 12% per annum, secured by first liens on certain property, plants, and equipment, with the balance due on March 1, 19X7; $123,000 of subordinated debt with interest at 14% per annum due in equal annual installments commencing on October 1, 19X3, through October 1, 19X9, secured by second liens on certain property, plant, and equipment; and 11.4% of the new issue of outstanding voting common stock of the Company.
        
    -   Trade and Other Miscellaneous Claims—The holders of approximately $225,000 of trade and other miscellaneous claims received the following for their claims: $38,000 in senior secured debt, payable in annual installments of $6,900 commencing March 1, 19X3, through March 1, 19X6, with interest at 12% per annum, secured by first liens on certain property, plants, and equipment, with the balance due on March 1, 19X7; $52,000 of subordinated debt, payable in equal annual installments commencing October 1, 19X3, through October 1, 19X8, with interest at 14% per annum; and 25.7% of the new issue of outstanding voting common stock of the Company.
        
    -   Subordinated Debentures—The holders of approximately $250,000 of subordinated unsecured debt received, in exchange for the debentures, 48.9% of the new issue outstanding voting common stock of the Company.
        
    -   Preferred Stock—The holders of 3,250 shares of preferred stock received 12% of the outstanding voting common stock of the new issue of the Company in exchange for their preferred stock.
        
    -   Common Stock—The holders of approximately 75,000 outstanding shares of the Company's existing common stock received, in exchange for their shares, 2% of the new outstanding voting common stock of the Company.
        
-   The following table (Plan of Reorganization Recovery Analysis) summarizes the adjustments required to record the reorganization and the issuance of the various securities in connection with the implementation of the plan.
    
    -   ![](https://asc.understandingaccounting.org/asc-img/GUID-C886CE2F-00ED-4A43-A61E-06B4682A8758-low.gif)
        
        Recovery "Elimination of Debt and Equity" Surviving Debt Senior Debt Subordinated Debt Common Stock (a) Total Recovery Cash IRS Note % Value $ % Postpetition liabilities " $300,000 " " $300,000 " " $300,000 " 100% Claim or Interest Secured debt " 300,000 " " $150,000 " " $150,000 " " 300,000 " 100 Priority tax claim " 50,000 " " $50,000 " " 50,000 " 100 Senior debt " 275,000 " " $(25,000)" " 87,000 " " $123,000 " 11.4% " $40,000 " " 250,000 " 91 Trade and other miscellaneous claims " 225,000 " " (45,000)" " 38,000 " " 52,000 " 25.7 " 90,000 " " 180,000 " 80 Subordinated debentures " 250,000 " " (79,000)" 48.9 " 171,000 " " 171,000 " 68 " 1,100,000 " Preferred stockholders " 325,000 " " (283,000)" 12.0 " 42,000 " " 42,000 " Common stockholders " 75,000 " " (68,000)" 2.0 " 7,000 " " 7,000 " Deficit " (700,000)" " 700,000 " Total " $1,100,000 " " $200,000 " " $300,000 " " $150,000 " " $50,000 " " $275,000 " " $175,000 " 100.0% " $350,000 " " $1,300,000 " (a) "The aggregate par value of the common stock issued under the plan is $100,000."
        

Transition date:(P) December 16, 2026; (N) December 16, 2026Transition guidance:

[105-10-65-10](https://asc.understandingaccounting.org/asc/105/10/#105-10-65-10)The following illustrative disclosure discusses the details of XYZ Company's [confirmed plan](https://asc.understandingaccounting.org/glossary/c/#confirmed-plan "An official approval by the court of a plan of reorganization under a Chapter 11 proceeding that makes the plan binding on the debtors and creditors. Before a plan is confirmed, it must satisfy 11 requirements in section 1129(a) of the Bankruptcy Code.") of reorganization. In this illustration a tabular presentation entitled Plan of Reorganization Recovery Analysis is incorporated in the note disclosure. The plan of reorganization recovery analysis may alternatively be presented as supplementary information to the financial statements.

-   Note X - Plan of Reorganization
    
-   On June 30, 19X2, the Bankruptcy Court confirmed the Company's plan of reorganization. The Company accounted for the reorganization using fresh-start reporting. Accordingly, all assets and liabilities are adjusted to fair value in accordance with accounting requirements for business combinations under ASC Topic 805. The excess of reorganization value over the fair value of tangible and intangible assets was recorded as “Goodwill (new)." The confirmed plan provided for the following:
    
    -   Secured Debt—The Company's $300,000 of secured debt (secured by a first mortgage lien on a building located in Nashville, Tennessee) was exchanged for $150,000 in cash and a $150,000 secured note, payable in annual installments of $27,300 commencing on June 1, 19X3, through June 1, 19X6, with interest at 12% per annum, with the balance due on June 1, 19X7.
        
    -   Priority Tax Claims—Payroll and withholding taxes of $50,000 are payable in equal annual installments commencing on July 1, 19X3, through July 1, 19X8, with interest at 11% per annum.
        
    -   Senior Debt—The holders of approximately $275,000 of senior subordinated secured notes received the following instruments in exchange for their notes: $87,000 in new senior secured debt, payable in annual installments of $15,800 commencing March 1, 19X3, through March 1, 19X6, with interest at 12% per annum, secured by first liens on certain property, plants, and equipment, with the balance due on March 1, 19X7; $123,000 of subordinated debt with interest at 14% per annum due in equal annual installments commencing on October 1, 19X3, through October 1, 19X9, secured by second liens on certain property, plant, and equipment; and 11.4% of the new issue of outstanding voting common stock of the Company.
        
    -   Trade and Other Miscellaneous Claims—The holders of approximately $225,000 of trade and other miscellaneous claims received the following for their claims: $38,000 in senior secured debt, payable in annual installments of $6,900 commencing March 1, 19X3, through March 1, 19X6, with interest at 12% per annum, secured by first liens on certain property, plants, and equipment, with the balance due on March 1, 19X7; $52,000 of subordinated debt, payable in equal annual installments commencing October 1, 19X3, through October 1, 19X8, with interest at 14% per annum; and 25.7% of the new issue of outstanding voting common stock of the Company.
        
    -   Subordinated Debentures—The holders of approximately $250,000 of subordinated unsecured debt received, in exchange for the debentures, 48.9% of the new issue outstanding voting common stock of the Company.
        
    -   Preferred Stock—The holders of 3,250 shares of preferred stock received 12% of the outstanding voting common stock of the new issue of the Company in exchange for their preferred stock.
        
    -   Common Stock—The holders of approximately 75,000 outstanding shares of the Company's existing common stock received, in exchange for their shares, 2% of the new outstanding voting common stock of the Company.
        
-   The following table (Plan of Reorganization Recovery Analysis) summarizes the adjustments required to record the reorganization and the issuance of the various securities in connection with the implementation of the plan.
    
    -   ![](https://asc.understandingaccounting.org/asc-img/GUID-C886CE2F-00ED-4A43-A61E-06B4682A8758-low.gif)
        
        Recovery "Elimination of Debt and Equity" Surviving Debt Senior Debt Subordinated Debt Common Stock (a) Total Recovery Cash IRS Note % Value $ % Postpetition liabilities " $300,000 " " $300,000 " " $300,000 " 100% Claim or Interest Secured debt " 300,000 " " $150,000 " " $150,000 " " 300,000 " 100 Priority tax claim " 50,000 " " $50,000 " " 50,000 " 100 Senior debt " 275,000 " " $(25,000)" " 87,000 " " $123,000 " 11.4% " $40,000 " " 250,000 " 91 Trade and other miscellaneous claims " 225,000 " " (45,000)" " 38,000 " " 52,000 " 25.7 " 90,000 " " 180,000 " 80 Subordinated debentures " 250,000 " " (79,000)" 48.9 " 171,000 " " 171,000 " 68 " 1,100,000 " Preferred stockholders " 325,000 " " (283,000)" 12.0 " 42,000 " " 42,000 " Common stockholders " 75,000 " " (68,000)" 2.0 " 7,000 " " 7,000 " Deficit " (700,000)" " 700,000 " Total " $1,100,000 " " $200,000 " " $300,000 " " $150,000 " " $50,000 " " $275,000 " " $175,000 " 100.0% " $350,000 " " $1,300,000 " (a) "The aggregate par value of the common stock issued under the plan is $100,000."

Source downloaded (UTC): 2026-09-10T02:03:22.162Z to 2026-09-10T02:03:22.162Z

Record version: sha256:d2f46483446436e0dbb89c18b9f6dcd90a609a104c0776f15be12245fe63a946

Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f

Effective as of: not established by retrieval timestamps.


## ASC 852-10-60: 60 Relationships

[Read section](https://asc.understandingaccounting.org/asc/852/10/#60-relationships)

SEC content: no

#### Financial Services—Depository and Lending

##### [852-10-60-1](https://asc.understandingaccounting.org/asc/852/10/#852-10-60-1)

Pending content: no

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For the required financial statement reporting of a [liquidating bank](https://asc.understandingaccounting.org/glossary/l/#liquidating-bank "A bank with a substantial amount of nonperforming assets may transfer some or all of those assets to a newly created bank whose stock will be distributed to existing shareholders or to new investors. The newly created bank will be a liquidating bank; that is, it will manage the assets it receives and collect cash from loan repayments or dispositions of assets. All cash remaining after paying expenses and debt service, if any, will be distributed to the shareholders of the liquidating bank. The liquidating bank will likely be in the process of liquidation for several years."), see Subtopic 205-30.


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## ASC 852-20: Reorganizations — Quasi-Reorganizations

### Machine-generated study aids

```json
{
  "summary": "ASC 852-20 governs quasi-reorganizations (\"readjustments\"), a corporate readjustment procedure in which a corporation—without forming a new entity or entering court proceedings—restates its balance sheet to fair value, eliminates an accumulated deficit, and relieves current or future income of charges by charging them to additional paid-in capital. This is an express exception to the general rule in 852-20-25-2 that additional paid-in capital may not be used to relieve the income account. The Subtopic prescribes the conditions for the readjustment (full disclosure to and formal consent of shareholders, fair asset carrying amounts), the ordering of write-offs (retained earnings first, then APIC), and the post-readjustment dating of a new retained earnings account.",
  "key_points": [
    "General rule: additional paid-in capital, however created, shall not be used to relieve the income account of current or future years of charges that would otherwise be made to it; a readjustment is the permitted exception when the facts are fully revealed to and formally approved by the shareholders (852-20-25-2).",
    "The entity must make a clear report to shareholders of the proposed restatements, obtain their formal consent, and present a fair balance sheet at the readjustment date in which the adjustment of carrying amounts is reasonably complete (852-20-25-3).",
    "Amounts written off are charged first against retained earnings to their full extent, with any balance then charged to additional paid-in capital; for consolidated entities, no consolidated retained earnings may survive a readjustment in which any losses were charged to APIC (852-20-25-4).",
    "The effective date should be as near as practicable to the date of formal shareholder consent and ordinarily not before the close of the last completed fiscal year; afterward the accounting is substantially similar to that of a new entity, and APIC arising in the readjustment is restricted as that of a new corporation (852-20-25-5; 852-20-25-6).",
    "Assets are carried forward at fair, not unduly conservative, amounts; if fair value is not readily determinable a conservative estimate may be made and described as an estimate, and provision may be made for maximum probable losses or charges known to have arisen before the readjustment date but then indeterminate (852-20-30-2 through 30-4).",
    "Subsequent material differences in those estimates or provisions not attributable to later events shall not be carried to income or retained earnings, nor used to offset post-readjustment gains or losses, but shall be recorded as additional paid-in capital (852-20-35-2).",
    "A new retained earnings account must be established and dated from the effective date of the readjustment, with the dating disclosed until the date loses special significance—rarely, if ever, significant after 10 years (852-20-50-2)."
  ],
  "categories": [
    "Debt and equity",
    "Subsequent measurement",
    "Disclosure",
    "Financial statement presentation"
  ],
  "audience_level": "advanced",
  "student_note": "Quasi-reorganizations are a rare but heavily tested exception: they let a corporation wipe out an accumulated deficit against APIC without bankruptcy, but only with full shareholder disclosure and consent. The classic misunderstanding is thinking assets should be written down aggressively—the guidance requires fair, not unduly conservative, amounts, and any later correction of an over- or under-estimate goes to APIC, never to income or retained earnings.",
  "related_topics": [
    "852-740",
    "852-10",
    "505-10",
    "740-10",
    "820-10"
  ],
  "key_concepts": [
    "quasi-reorganization",
    "readjustment",
    "accumulated deficit elimination",
    "additional paid-in capital",
    "fresh-start-like restatement to fair value",
    "dating of retained earnings",
    "shareholder consent",
    "asset carrying amounts"
  ]
}
```

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## ASC 852-20-05: 05 Overview and Background

[Read section](https://asc.understandingaccounting.org/asc/852/20/#05-overview-and-background)

SEC content: no

##### [852-20-05-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-05-1)

Pending content: no

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This Subtopic addresses the accounting applicable to a corporate readjustment procedure in which, without the creation of a new corporate entity and without the intervention of formal court proceedings, an entity restates its balance sheet to fair value. This corporate readjustment procedure may eliminate an accumulated deficit and/or prevent future charges to its income statement that otherwise would be made. The accounting permitted through such a procedure is an exception to the general rule discussed in paragraph [852-20-25-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-2).

##### [852-20-05-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-05-2)

Pending content: no

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Readjustments of this kind fall in the category of what are called quasi-reorganizations. This Subtopic does not deal with the general question of quasi-reorganizations, but only with cases in which the exception permitted in paragraph [852-20-25-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-2) is availed of by a corporation. Such cases are referred to as readjustments. The accounting and reporting issues that arise and are addressed in this Subtopic consist of what is permitted in a readjustment and what is permitted thereafter.

##### [852-20-05-3](https://asc.understandingaccounting.org/asc/852/20/#852-20-05-3)

Pending content: no

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This Subtopic does not address quasi-reorganizations involving only deficit reclassifications.

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## ASC 852-20-15: 15 Scope and Scope Exceptions

[Read section](https://asc.understandingaccounting.org/asc/852/20/#15-scope-and-scope-exceptions)

SEC content: no

#### Entities

##### [852-20-15-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-15-1)

Pending content: no

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The guidance in this Subtopic applies to all public and nonpublic entities that are corporations.

#### Transactions

##### [852-20-15-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-15-2)

Pending content: no

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The guidance in this Subtopic applies only to readjustments in which the current income, or retained earnings or accumulated deficit account, or the income account of future years is relieved of charges that would otherwise be made against it, and is therefore limited to readjustments of the type specified in paragraph [852-20-25-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-2).

##### [852-20-15-3](https://asc.understandingaccounting.org/asc/852/20/#852-20-15-3)

Pending content: no

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The guidance in this Subtopic does not apply to the following transactions and activities:

1.  a
    
    Quasi-reorganizations involving only deficit reclassifications
    
2.  b
    
    Charges against additional paid-in capital in other types of readjustments such as readjustments for the purpose of correcting erroneous credits made to additional paid-in capital in the past
    
3.  c
    
    Financial reporting for entities that enter and intend to emerge from [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, at the time of such reorganization.

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## ASC 852-20-25: 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/852/20/#25-recognition)

SEC content: no

##### [852-20-25-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-1)

Pending content: no

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This Section addresses the conditions under which a corporation may recognize a readjustment of its retained earnings or accumulated deficit balance.

##### [852-20-25-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-2)

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The general requirement is that additional paid-in capital, however created, shall not be used to relieve the income account of the current or future years of charges that would otherwise be made to the income account. As an exception to this requirement, if a reorganized entity would be relieved of charges that would be required to be made against income if the existing corporation were continued, it may be permissible to accomplish the same result without reorganization provided the facts were as fully revealed to and the action as formally approved by the shareholders as in reorganization.

##### [852-20-25-3](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-3)

Pending content: no

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If a corporation elects to restate its assets, capital stock, additional paid-in capital, and retained earnings or accumulated deficit through a readjustment and therefore avail itself of permission to relieve its future income account or retained earnings account of charges that would otherwise be made against it, it shall make a clear report to its shareholders of the restatements proposed to be made, and obtain their formal consent. It shall present a fair balance sheet as at the date of the readjustment, in which the adjustment of carrying amounts is reasonably complete, in order that there may be no continuation of the circumstances that justify charges to additional paid-in capital.

##### [852-20-25-4](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-4)

Pending content: no

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When the amounts to be written off in a readjustment have been determined, they shall be charged first against retained earnings to the full extent of such retained earnings; any balance may then be charged against additional paid-in capital. An entity that has subsidiaries shall apply this rule in such a way that no consolidated retained earnings survive a readjustment in which any part of losses has been charged to additional paid-in capital. If the retained earnings of any subsidiaries cannot be applied against the losses before application against additional paid-in capital, the parent entity's interest in such retained earnings shall be regarded as capitalized by the readjustment just as retained earnings at the date of acquisition is capitalized, so far as the parent is concerned.

##### [852-20-25-5](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-5)

Pending content: no

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The effective date of the readjustment, from which the income of the entity is subsequently determined, shall be as near as practicable to the date on which formal consent of the stockholders is given, and shall ordinarily not be before the close of the last completed fiscal year. When the readjustment has been completed, the entity's accounting shall be substantially similar to that appropriate for a new entity.

##### [852-20-25-6](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-6)

Pending content: no

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Additional paid-in capital originating in such a readjustment is restricted in the same manner as that of a new corporation; charges against it shall be only those which may properly be made against the additional paid-in capital of a new corporation.

##### [852-20-25-7](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-7)

Pending content: no

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The accounting for tax benefits arising from deductible temporary differences and carryforwards related to a readjustment is addressed in Subtopic 852-740.

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## ASC 852-20-30: 30 Initial Measurement

[Read section](https://asc.understandingaccounting.org/asc/852/20/#30-initial-measurement)

SEC content: no

##### [852-20-30-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-30-1)

Pending content: no

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This Section provides guidance on the adjustment of accounts required by paragraph [852-20-25-3](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-3) as of the readjustment date in connection with the readjustments addressed by this Subtopic.

##### [852-20-30-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-30-2)

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A write-down of assets below amounts that are likely to be subsequently realized, though it may result in conservatism in the balance sheet at the readjustment date, may also result in overstatement of earnings or of retained earnings when the assets are subsequently realized. Therefore, in general, assets shall be carried forward as of the date of readjustment at fair and not unduly conservative amounts, determined with due regard for the accounting to be subsequently employed by the entity.

##### [852-20-30-3](https://asc.understandingaccounting.org/asc/852/20/#852-20-30-3)

Pending content: no

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If the fair value of any asset is not readily determinable a conservative estimate may be made, but in that case the amount shall be described as an estimate. Paragraph [852-20-35-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-35-2) describes the subsequent accounting for any material difference arising through realization or otherwise and not attributable to events occurring or circumstances arising after that date.

##### [852-20-30-4](https://asc.understandingaccounting.org/asc/852/20/#852-20-30-4)

Pending content: no

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Similarly, if potential losses or charges are known to have arisen before the date of readjustment but such amounts are then indeterminate, provision may properly be made to cover the maximum probable losses or charges.

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## ASC 852-20-35: 35 Subsequent Measurement

[Read section](https://asc.understandingaccounting.org/asc/852/20/#35-subsequent-measurement)

SEC content: no

##### [852-20-35-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-35-1)

Pending content: no

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Section 852-20-30 addresses the adjustments required to be made at the date of a readjustment addressed by this Subtopic. This Section addresses the subsequent accounting if the amounts determined as of the date of readjustment are found to have been excessive or insufficient.

##### [852-20-35-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-35-2)

Pending content: no

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If the fair value of any asset was not readily determinable and a conservative estimate was made at the date of the readjustment, any material difference arising through realization or otherwise and not attributable to events occurring or circumstances arising after that date shall not be carried to income or retained earnings. Similarly, if provisions for losses or charges established at the date of readjustment are subsequently found to have been excessive or insufficient, the difference shall not be carried to retained earnings nor used to offset losses or gains originating after the readjustment, but shall be recorded as additional paid-in capital.

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## ASC 852-20-50: 50 Disclosure

[Read section](https://asc.understandingaccounting.org/asc/852/20/#50-disclosure)

SEC content: no

##### [852-20-50-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-50-1)

Pending content: no

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This Section addresses an entity's disclosure requirements for periods following a readjustment within the scope of this Subtopic.

##### [852-20-50-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-50-2)

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After such a readjustment, retained earnings previously accumulated cannot properly be carried forward under that title. A new retained earnings account shall be established, dated to show that it runs from the effective date of the readjustment, and this dating shall be disclosed in financial statements until such time as the effective date is no longer deemed to possess any special significance. The dating of retained earnings following a quasi-reorganization would rarely, if ever, be of significance after a period of 10 years. There may be exceptional circumstances in which the discontinuance of the dating of retained earnings could be justified at the conclusion of a period less than 10 years.

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## ASC 852-20-S00: SEC 00 Status

[Read section](https://asc.understandingaccounting.org/asc/852/20/#sec-00-status)

SEC content: yes

##### [852-20-S00-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-S00-1)

Pending content: no

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The following table identifies the changes made to this Subtopic.

<table class="asc-table" id="SL27045751-161654"><tbody><tr><td class="entry"><strong class="ph b">Paragraph</strong></td><td class="entry"><strong class="ph b">Action</strong></td><td class="entry"><strong class="ph b">Accounting Standards Update</strong></td><td class="entry"><strong class="ph b">Date</strong></td></tr><tr><td class="entry"></td><td class="entry"></td><td class="entry"></td><td class="entry"></td></tr><tr><td class="entry"><a href="https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2" class="xref">852-20-S99-2</a></td><td class="entry">Amended</td><td class="entry"><a href="https://asc.understandingaccounting.org/updates/asu-2012-03/" class="xref">Accounting Standards Update No. 2012-03</a></td><td class="entry">08/27/2012</td></tr></tbody></table>

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## ASC 852-20-S25: SEC 25 Recognition

[Read section](https://asc.understandingaccounting.org/asc/852/20/#sec-25-recognition)

SEC content: yes

#### Quasi-Reorganization

##### [852-20-S25-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-S25-1)

Pending content: no

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See paragraph [852-20-S99-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-1), CFRR 210, for conditions necessary to effect a quasi-reorganization.

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## ASC 852-20-S55: SEC 55 Implementation Guidance and Illustrations

[Read section](https://asc.understandingaccounting.org/asc/852/20/#sec-55-implementation-guidance-and-illustrations)

SEC content: yes

#### Quasi-Reorganization

##### [852-20-S55-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-S55-1)

Pending content: no

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See paragraph [852-20-S99-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2), SAB Topic 5.S, Question 1, for SEC Staff views on reclassifying accumulated deficit without satisfying the conditions in CFRR 210 for reorganization.

#### Implementing a Change in Accounting Principle in Conjunction with a Quasi-Reorganization

##### [852-20-S55-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S55-2)

Pending content: no

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See paragraph [852-20-S99-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2), SAB Topic 5.S, Question 2, for SEC Staff views on implementing an accounting change in conjunction with a quasi-reorganization.

#### Write-Up of Net Assets in Conjunction with a Quasi-Reorganization

##### [852-20-S55-3](https://asc.understandingaccounting.org/asc/852/20/#852-20-S55-3)

Pending content: no

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See paragraph [852-20-S99-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2), SAB Topic 5.S, Question 3, for SEC Staff views on writing up assets in conjunction with a quasi-reorganization.

#### Accounting for the Subsequent Recognition of Tax Benefits that Existed at the Date of a Quasi-Reorganization

##### [852-20-S55-4](https://asc.understandingaccounting.org/asc/852/20/#852-20-S55-4)

Pending content: no

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See paragraph [852-20-S99-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2), SAB Topic 5.S, Question 4, for SEC Staff views on accounting for the subsequent recognition of tax benefits that existed at the date of a quasi-reorganization.

#### "Undoing" a Quasi-Reorganization

##### [852-20-S55-5](https://asc.understandingaccounting.org/asc/852/20/#852-20-S55-5)

Pending content: no

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See paragraph [852-20-S99-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2), SAB Topic 5.S, Question 5, for SEC Staff views on undoing a previous quasi-reorganization.

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## ASC 852-20-S99: SEC 99 SEC Materials

[Read section](https://asc.understandingaccounting.org/asc/852/20/#sec-99-sec-materials)

SEC content: yes

#### SEC Rules, Regulations, and Interpretations

##### [852-20-S99-1](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-1)

Pending content: no

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The following is the text of FRR 210. Quasi-reorganization.

-   ASR 25: (5/29/41)
    
-   Inquiry has been made from time to time as to the conditions under which a quasi-reorganization has come to be applied in accounting to the corporate procedures in the course of which a company, without the creation of a new corporate entity and without the intervention of formal court proceedings, is enabled to eliminate a deficit whether resulting from operations of the recognition of other losses or both and to establish a new earned surplus account for the accumulation of earnings subsequent to the date selected as the effective date of the quasi-reorganization.
    
-   It has been the Commission's view for some time that a quasi-reorganization may not be considered to have been effected unless at least all the following conditions exist:
    
    -   (1) Earned surplus, as of the date selected, is exhausted;
        
    -   (2) Upon consummation of the quasi-reorganization, no deficit exists in any surplus account;
        
    -   (3) The entire procedure is made known to all persons entitled to vote on matters of general corporate policy and the appropriate consents to the particular transactions are obtained in advance in accordance with the applicable law and charter provisions;
        
    -   (4) The procedure accomplishes, with respect to the accounts, substantially what might be accomplished in a reorganization by legal proceedings—namely, the restatement of assets in terms of present conditions as well as appropriate modifications of capital and capital surplus, in order to obviate so far as possible necessity of future reorganizations of like nature.
        
-   It is implicit in such a procedure that reductions in the carrying value of assets at the effective date may not be made beyond a point which gives appropriate recognition to conditions which appear to have resulted in relatively permanent reductions in asset values; as for example, complete or partial obsolescence, lessened utility value, reduction in investment value due to changed economic conditions, or, in the case of current assets, declines in indicated realization value. It is also implicit in a procedure of this kind that it is not to be employed recurrently but only under circumstances which would justify an actual reorganization of formation of a new corporation, particularly if the sole or principle purpose of the quasi-reorganization is the elimination of a deficit in earned surplus resulting from operating losses.
    
-   In the case of the quasi-reorganization of a parent company, it is an implicit result of such procedure that the effective date should be recognized as having the significance of a date of acquisition of control of subsidiaries. Likewise, in consolidated statements, earned surplus of subsidiaries at the effective date should be excluded from earned surplus on the consolidated balance sheet.

#### SEC Staff Guidance

##### [852-20-S99-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-S99-2)

Pending content: no

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The following is the text of SAB Topic 5.S, Quasi-Reorganization.

-   Facts: As a consequence of significant operating losses and/or recent write-downs of property, plant and equipment, a company's financial statements reflect an accumulated deficit. The company desires to eliminate the deficit by reclassifying amounts from paid-in-capital. In addition, the company anticipates adopting a discretionary change in accounting principles FN21 that will be recorded as a cumulative-effect type of accounting change. The recording of the cumulative effect will have the result of increasing the company's retained earnings.
    
    -   FN21 Discretionary accounting changes require the filing of a preferability letter by the registrant's independent accountant pursuant to Item 601 of Regulation S-K and Rule 10-01(b)(6) of Regulation S-X, respectively.
        
-   Question 1: May the company reclassify its capital accounts to eliminate the accumulated deficit without satisfying all of the conditions enumerated in Section 210 FN22 of the Codification of Financial Reporting Policies for a quasi-reorganization?
    
    -   FN22 ASR 25.
        
-   Interpretive Response: No. The staff believes a deficit reclassification of any nature is considered to be a quasi-reorganization. As such, a company may not reclassify or eliminate a deficit in retained earnings unless all requisite conditions set forth in Section 210 FN23 for a quasi-reorganization are satisfied. FN24
    
-   FN23 Section 210 (ASR 25) indicates the following conditions under which a quasi-reorganization can be effected without the creation of a new corporate entity and without the intervention of formal court proceedings: 1. Earned surplus, as of the date selected, is exhausted; 2. Upon consummation of the quasi-reorganization, no deficit exists in any surplus account; 3. The entire procedure is made known to all persons entitled to vote on matters of general corporate policy and the appropriate consents to the particular transactions are obtained in advance in accordance with the applicable laws and charter provisions; 4. The procedure accomplishes, with respect to the accounts, substantially what might be accomplished in a reorganization by legal proceedings - namely, the restatement of assets in terms of present considerations as well as appropriate modifications of capital and capital surplus, in order to obviate, so far as possible, the necessity of future reorganization of like nature.
    
    -   FN24 In addition, FASB ASC Subtopic 852-20, Reorganizations—Quasi-Reorganizations, outlines procedures that must be followed in connection with and after a quasi-reorganization.
        
-   Question 2: Must the company implement the discretionary change in accounting principle simultaneously with the quasi-reorganization or may it adopt the change after the quasi-reorganization has been effected?
    
-   Interpretive Response: The staff has taken the position that the company should adopt the anticipated accounting change prior to or as an integral part of the quasi-reorganization. Any such accounting change should be effected by following GAAP with respect to the change. FN25
    
    -   FN25 FASB ASC Topic 250 provides accounting principles to be followed when adopting accounting changes. In addition, many newly-issued accounting pronouncements provide specific guidance to be followed when adopting the accounting specified in such pronouncements.
        
-   FASB ASC paragraph [852-20-25-5](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-5) (Reorganizations Topic) indicates that, following a quasi-reorganization, an "entity's accounting shall be substantially similar to that appropriate for a new entity." The staff believes that implicit in this "fresh-start" concept is the need for the company's accounting principles in place at the time of the quasi-reorganization to be those planned to be used following the reorganization to avoid a misstatement of earnings and retained earnings after the reorganization. FN26 FASB ASC paragraph [852-20-30-2](https://asc.understandingaccounting.org/asc/852/20/#852-20-30-2) states, in part, "... in general, assets should be carried forward as of the date of the readjustment at fair and not unduly conservative amounts, _determined with due regard for the accounting to be subsequently employed by the entity_." (emphasis added)
    
    -   FN26 Certain newly-issued accounting standards do not require adoption until some future date. The staff believes, however, that if the registrant intends or is required to adopt those standards within 12 months following the quasi-reorganization, the registrant should adopt those standards prior to or as an integral part of the quasi-reorganization. Further, registrants should consider early adoption of standards with effective dates more than 12 months subsequent to a quasi-reorganization.
        
-   In addition, the staff believes that adopting a discretionary change in accounting principle that will be reflected in the financial statements within 12 months following the consummation of a quasi-reorganization leads to a presumption that the accounting change was contemplated at the time of the quasi-reorganization. FN27
    
    -   FN27 Certain accounting changes require restatement of prior financial statements. The staff believes that if a quasi-reorganization had been recorded in a restated period, the effects of the accounting change on quasi-reorganization adjustments should also be restated to properly reflect the quasi-reorganization in the restated financial statements.
        
-   Question 3: In connection with a quasi-reorganization, may there be a write-up of net assets?
    
-   Interpretive Response: No. The staff believes that increases in the recorded values of specific assets (or reductions in liabilities) to fair value are appropriate providing such adjustments are factually supportable, however, the amount of such increases are limited to offsetting adjustments to reflect decreases in other assets (or increases in liabilities) to reflect their new fair value. In other words, a quasi-reorganization should not result in a write-up of net assets of the registrant.
    
-   Question 4: The interpretive response to question 1 indicates that the staff believes that a deficit reclassification of any nature is considered to be a quasi-reorganization, and accordingly, must satisfy all the conditions of Section 210. FN28 Assume a company has satisfied all the requisite conditions of Section 210, and has eliminated a deficit in retained earnings by a concurrent reduction in paid-in capital, but did not need to restate assets and liabilities by a charge to capital because assets and liabilities were already stated at fair values. How should the company reflect the tax benefits of operating loss or tax credit carryforwards for financial reporting purposes that existed as of the date of the quasi-reorganization when such tax benefits are subsequently recognized for financial reporting purposes?
    
    -   FN28 See footnote 23.
        
-   Interpretive Response: The staff believes FASB ASC Subtopic 852-740, Reorganizations—Income Taxes, requires that any subsequently recognized tax benefits of operating loss or tax credit carryforwards that existed as of the date of a quasi-reorganization be reported as a direct addition to paid-in capital. The staff believes that this position is consistent with the "new company" or "fresh-start" concept embodied in Section 210, FN29 and in existing accounting literature regarding quasi-reorganizations, and with the FASB staff's justification for such a position when they stated that a "new enterprise would not have tax benefits attributable to operating losses or tax credits that arose prior to its organization date. FN30
    
    -   FN29 Section 210 (ASR 25) discusses the "conditions under which a quasi-reorganization has come to be applied in accounting to the corporate procedures in the course of which a company, without creation of new corporate entity and without intervention of formal court proceedings, is enabled to eliminate a deficit whether resulting from operations or recognition of other losses or both and to establish a new earned surplus account for the accumulation of earnings subsequent to the date selected as the effective date of the quasi-reorganization." It further indicates that "it is implicit in a procedure of this kind that it is not to be employed recurrently, _but only under circumstances which would justify an actual reorganization or formation of a new corporation_, particularly if the sole purpose of the quasi-reorganization is the elimination of a deficit in earned surplus resulting from operating losses." (emphasis added)
        
    -   FN30 FASB ASC paragraph [852-740-55-4](https://asc.understandingaccounting.org/asc/740/852/#740-852-55-4) states in part: "As indicated in paragraph [852-20-25-5](https://asc.understandingaccounting.org/asc/852/20/#852-20-25-5), after a quasi-reorganization, the entity's accounting shall be substantially similar to that appropriate for a new entity. As such, any subsequently recognized tax benefit of an operating loss or tax credit carryforward that existed at the date of a quasi-reorganization shall not be included in the determination of income of the "new" entity, regardless of whether losses that gave rise to an operating loss carryforward were charged to income prior to the quasi-reorganization or directly to contributed capital as part of the quasi-reorganization. A new entity would not have tax benefits attributable to operating losses or tax credits that arose prior to its organization date."
        
-   The staff believes that all registrants that comply with the requirements of Section 210 in effecting a quasi-reorganization should apply the accounting required by FASB ASC paragraph [852-740-45-3](https://asc.understandingaccounting.org/asc/740/852/#740-852-45-3) for the tax benefits of tax carryforward items. FN31 FN32 Therefore, even though the only effect of a quasi-reorganization is the elimination of a deficit in retained earnings because assets and liabilities are already stated at fair values and the revaluation of assets and liabilities is unnecessary (or a write-up of net assets is prohibited as indicated in the interpretive response to question 3 above), subsequently recognized tax benefits of operating loss or tax credit carryforward items should be recorded as a direct addition to paid-in capital.
    
    -   FN31 \[Original footnote removed by SAB 114.\]
        
    -   FN32 FASB ASC paragraph [852-740-45-3](https://asc.understandingaccounting.org/asc/740/852/#740-852-45-3) states: "\[t\]he tax benefit of deductible temporary differences and carryforwards as of the date of a quasi reorganization as defined and contemplated in FASB ASC Subtopic 852-20, ordinarily are reported as a direct addition to contributed capital if the tax benefits are recognized in subsequent years."
        
-   Question 5: If a company had previously recorded a quasi-reorganization that only resulted in the elimination of a deficit in retained earnings, may the company reverse such entry and "undo" its quasi-reorganization?
    
-   Interpretive Response: No. The staff believes FASB ASC 250, Accounting Changes and Error Corrections, would preclude such a change in accounting. It states: "a method of accounting that was previously adopted for a type of transaction or event that is being terminated _or that was a single, nonrecurring event in the past shall not be changed_." (emphasis added.) FN33
    
    -   FN33 FASB ASC paragraph [250-10-45-12](https://asc.understandingaccounting.org/asc/250/10/#250-10-45-12).
