Welcome to the NCS 2017 Webinar Serieshome.ncscredit.com/media/webinars/NCS_UCC_101_webinar.pdf ·...

Preview:

Citation preview

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

For Webinar Technical Assistance, please call NCS at 800-826-5256

Our presentation will begin shortly

Today’s Webinar: The Basics of The UCC Process

January 10, 2017

Welcome to the NCS 2017 Webinar Series

#NCSwebinar

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Agenda

• Uniform Commercial Code and Revised Article 9

• Blanket UCC-1 Filings

• Priority in UCC Filings

• Purchase Money Security Interest

• Benefits in Chapter 7 Bankruptcies

• Inventory vs. Equipment

• Repossession

• Security Agreement

• Financing Statement

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Collateral

Property pledged as a guarantee

of payment for an obligation or

loan.

Collaterize

Receivables Personal Property Real Property

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Improve Cash

Flow

Improve Working

Capital

Reduce DSO

Proven Strategies

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

The cost of write-offs

The Value of Money

Margin % Write Off Sales to Recover

30 $50,000 $166,666

25 $50,000 $200,000

15 $50,000 $333,333

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Article 1: General Provisions

Article 2: Sales

Article 2A: Leases

Article 3: Negotiable Instruments

Article 4: Bank Deposits and Collections

Article 4A: Funds Transfers

Article 5: Letters of Credit

Article 6: Bulk Transfers

Article 7: Warehouse Receipts, Bills of Lading

Article 8: Investment Securities

Article 9: Secured Transactions

The Uniform Commercial Code

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

The same protections are

available under Canada’s

PPSA.

Personal Property Security Act

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

The Expanding Code

• Canada

• Mexico

• Puerto Rico

• Australia

• New Zealand

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• July 1, 2001

• July 1, 2013

Article 9 Revisions

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

The Best Possible Position

to Get Paid

If your customer (the debtor)

goes out of business (defaults)

before the goods or services

you provided are paid for, you

are in the best possible

position of getting back some

of the goods or some of the

money due.

Secured Transactions

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• Secured creditor status in a Chapter 7

• Right of Repossession (PMI)

• Part of the secured creditor team in a

Chapter 11

• Generally protected from preferential

payment suits

• Public record of debt in case business is

sold

Benefits of UCC Filings

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• Misconception

• Cumbersome

• Never been

burned

Why is There Not a Greater Use of UCC Filings?

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

1. Blanket, or Basic

2. Purchase Money

Security Interest

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Two Characteristics:

1. The filing covers all assets 2. The priority stacks

Blanket, or Basic, UCC-1 Filing

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Those creditors who are:

• Providing financing only

• Providing services only

• Providing materials, inventory, equipment

or goods that are quickly used up or resold

by the debtor

Who Has Application for a Blanket UCC-1?

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Who Has Application for a Blanket UCC-1?

Those creditors who are:

• Providing financing only

• Providing services only

• Providing materials, inventory, equipment

or goods that are quickly used up or resold

by the debtor

• Structuring notes

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Promissory Note

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Debtor =

$61,000 $20,000

$10,000

$10,000

$5,000

$10,000

Unsecured

creditors

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

First in

time, first in

right

Debtor =

$61,000 $20,000

$10,000

$10,000

$5,000

$10,000

$55,000

Unsecured creditors

split what’s left over

100%

100%

100%

100%

100%

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

First in

time, first in

right

Debtor =

$61,000 $20,000

$10,000

$10,000

$5,000

$10,000

$55,000

100%

100%

100%

100%

100%

100 unsecured creditors

$1000 each is owed

$60 each is actually paid

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

First in

time, first in

right

Debtor =

$61,000 $20,000

$10,000

$10,000

$5,000

$10,000

$55,000

100%

100%

100%

100%

100%

100 unsecured creditors

6¢ on the dollar

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Secured Creditors

Administrative Priority Claims

Lower Level Priority Claims

Claims are paid based

on where they are

situated on the claims

priority ladder.

Pre-petition

Unsecured Creditors

Priority in UCC Filings

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Those creditors who are:

1. Selling to stocking wholesalers.

2. Selling to stocking resellers.

3. Selling on a consignment basis where title passes

while inventory is still in the debtor’s possession.

4. Selling inventory or equipment.

Who Has Application for a PMSI Filing?

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

It depends on what your customer does with

the goods you sell to them.

Inventory vs. Equipment

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Is your customer reselling or using your products in

their business?

INVENTORY (GOODS) EQUIPMENT

Customer resells the

goods to another entity

Customer uses the

goods in the course of

their business

Search Contract

Notify 20-day Rule

Equipment vs. Inventory

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• Resale

• Differentiating your

receivables

PMSI: The Value of Repossession

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

$20,000

$10,000

$7,000

$10,000

$10,000

$10,000

Unsecured creditors

Debtor =

$61,000

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

$20,000

$10,000

$7,000

$10,000

$10,000

$10,000

Unsecured creditors

Debtor =

$61,000

Your inventory

= $5,000

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

$20,000

$10,000

$7,000

$10,000

$10,000

$10,000

Unsecured creditors

Debtor =

$61,000

Your inventory

= $5,000

Debtor =

$56,000

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

$20,000

$10,000

$7,000

$10,000

$10,000

$10,000

Unsecured creditors

Your inventory

= $5,000

Debtor =

$56,000

First in time,

first in right 100%

100%

100%

100%

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

$20,000

$10,000

$7,000

$10,000

$10,000

$10,000

Your inventory

= $5,000

Debtor =

$56,000

First in time,

first in right 100%

100%

100%

100%

Unsecured

Creditors $0

90%

50%

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

The Objection

Do you really think

there is going to be

any inventory left to

repossess in a

Chapter 7?

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Come on, I ran a

credit report, there

are 15 previously

secured creditors.

What’s the value in

being 16th?

The Objection

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Debtor =

$80,000 $20,000

$10,000

$7,000

$10,000

$10,000

$10,000

Chapter 11

Unsecured

Creditors $0

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

1. Security Agreement 2. Financing Statement or UCC-1

Two Required Elements

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• Creates the

secured interest

• Spells out terms

and conditions

Security Agreement

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Can be a stand-alone

document or exist in

other forms • Loan agreement

• Sales agreement

• Consignment agreement

• Promissory note

• Conditional sales contract

• Dealer agreement

• Or….

Security Agreement

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

redit

pplication

ecurity

greement

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• Records the secured

interest and makes it a

public record

• In effect for five years,

at which time can be

continued for another

five-year period

• Filed in locations based

on your customer’s

form of business

Financing Statement

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

All inventory / goods manufactured by or distributed by Secured Party,

whenever sold or consigned, to or for the benefit of Debtor by Secured Party,

wherever located, now owned and hereafter acquired including but not limited

to...; and all proceeds from the sale thereof; and all existing or subsequently

arising, accounts, and all accounts receivable which may from time to time

hereafter come into existence during the term of this Security Agreement.

1 • General

enough to write one

2 • Specific

enough to identify your goods

3 • Collateralized

to the extent you are owed money

Three Goals of a Collateral Description

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

• UCC filings provide a way to have collateral pledged against open credit lines

• Trade creditors have the same opportunities as banks to have this collateral

pledged

• UCC filings can provide you protection in the event that your customer

defaults or files bankruptcy

• They also can provide you protection from preferential payment claims

• A position “in line” can be taken on intangible assets and priority in tangible

assets, such as inventory or equipment, can be established

• The secured interests are created through a security agreement and made a

public record via a financing statement or UCC-1

Review of Topics Covered

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Questions & Comments

Thank you for your time!

Visit us online: www.ncscredit.com

Jerry Bailey: jbailey@ncscredit.com

Call us: 800-826-5256 ext. 177

Copyright 2017 C&S Associates, Inc. 800.826.5256

SecureYourTomorrow@ncscredit.com

Education & Resources

• Don’t miss our upcoming webinars! View the schedule at: www.ncscredit.com/education

• NCS webinars are available OnDemand.

Contact us to learn more.

• View NCS Extra Credit videos on our YouTube channel:

http://www.youtube.com/user/NCSCredit

• Follow us on Facebook, Twitter, LinkedIn, YouTube, and Google+

Recommended