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Case Study : Wahoo Inc.

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Facts Wahoo Inc. is a C Corporation that filed for Chapter 11 bankruptcy protection in April 2015. Before filing bankruptcy, Wahoo has net operating loss (NOL) carryforwards of $65,000,000 in 2009, $45,000,000 in 2010, and $30,000,000 in 2011. The company worked out a re-organization plan and one of the note holders (a venture capital firm that financed the company) with a $105,000,000 note payable will receive new common stock and the old stocks will be cancelled. The Bankruptcy Court and the creditors’ committee have accepted the plan. The fair market value of Wahoo before the ownership change was $85,000,000. Wahoo’s selected assets from the balance sheet are as follows: Property & Equipment (P&E) $450,000,000 Accumulated Depreciation ($200,000,000) Adjusted Basis $250,000,000 Intangible Assets (Trademarks and Goodwill) $250,000,000 Accumulated Amortization (100,000,000) Adjusted Basis 150,000,000 The new Wahoo Inc. emerged from bankruptcy on August 30, 2015, and it plans to make an acquisition within 6 months. Due to the planned acquisition, Wahoo’s revenue and profit are anticipated to increase 15% and 12% respectively. Therefore the company would prefer to preserve the NOL carryovers to offset the future taxable income. However, since Wahoo’s reorganization was essentially Type G reorganization – bankruptcy fillings, Section 382 limitation can come into play regarding the NOL it can deduct in subsequent years. The research question hinges upon the treatment of

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