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Bohn Industries (Bohn) operates in the manufacturing housing industry and supplies manufactured housing to both residential and commercial customers. Bohn has developed a process when
Bohn Industries (Bohn) operates in the manufacturing housing industry and supplies manufactured housing to both residential and commercial customers. Bohn has developed a process when building their manufactured housing that allows for a one day set up once the foundation has been set. Beginning in 2008, Bohn has seen a decrease in the demand for their manufactured houses due to the significant downturn in the housing industry. Bohn went through an initial public offering in 2003 when demand for their manufactured housing was at its peak. Bohn raised $75 million in their IPO and has used the proceeds for acquisitions, working capital and to withstand the general economic downturn. During the 4th quarter of 2010, the Companys Board of Directors determined that the Company was in need of financing since they had all but exhausted the cash proceeds from the IPO. The Company determined at that time that they need approximately $20,000,000 in order to successfully execute their business plan in 2011 and 2012. On April 1, 2011, a private equity group, Dunlap and Company (Dunlap), entered into an agreement with the Company whereby they would loan the Company $20,000,000. The debt carries an interest rate of 20%, payable semi-annually on April 1st and October 1st of each year and is due in full in two years (i.e. no principal payments are due until the end of the agreement). The debt is also convertible into shares of the Companys common stock at a price of $1.50 per share. Bohn incurred $1,500,000 in costs related to this financing transaction, paid to Dunlap. In order to entice the private equity group into entering into the agreement, the Company issued a warrant to purchase 4,000,000 shares of common stock at an exercise price of $.00001. Bohns common stock was trading at $2.00 per share on April 1, 2011 and the fair value of the warrant was determined by the Company to be $8,000,000. The Companys total common shares outstanding on a fully diluted basis were 15,845,000 on April 1, 2011. The fair value of the warrant was determined to be $10,000,000 and $9,000,000 on June 30, 2011 and September 30, 2011, respectively. Since the debt is convertible at a price per share less than the current trading price, the Company has determined that a beneficial conversion feature exists and computed the fair market value to be $4,000,000 at April 1, 2011. The fair value of the beneficial conversion feature was determined to be $6,000,000 and $5,000,000 on June 30, 2011 and September 30, 2011, respectively. As part of this agreement, Dunlap has required Bohn to include an anti-dilution provision. The excerpt from the loan agreement relating to the anti-dilution provision is as follows: Adjustment upon Issuance of Common Stock. If Bohn at any time or from time to time issues any additional Common Stock (including without limitation an issuance of any options, warrants or similar rights to purchase Common Stock or securities convertible into or exchangeable for Common Stock), and such additional Common Stock causes more than 15,845,000 shares of Common Stock to be outstanding on a Fully-Diluted Basis, then, and thereafter successively upon each such issuance, the number of Warrant Shares that may be obtained by Holders upon exercise of their Warrants shall forthwith be increased to allow the Holders to receive the same percentage of the total Common Stock outstanding on a Fully-Diluted Basis after the issuance of such additional Common Stock as they would have been able to receive upon exercise of the Warrants immediately prior to the issuance of such additional Common Stock. In addition, the conversion price on the common stock would also be adjusted down to account for any additional shares that may be issued. The excerpt from the loan agreement relating to this provision is as follows: Adjustments for Issuance of Additional Stock; Change in Stock Price. If Bohn at any time or from time to time issues any additional Common Stock (including without limitation an issuance of any options, warrants or similar rights to purchase Common Stock or securities convertible into or exchangeable for Common Stock), and such additional Common Stock results in more than 15,845,000 shares of Common Stock to be outstanding on a Fully-Diluted Basis, then, and thereafter successively upon each such issuance, the current conversion price shall forthwith be reduced to a price that will allow the Holders of the Notes to convert into the same percentage of the total Common Stock outstanding on a Fully-Diluted Basis after the issuance of such additional Common Stock as they were able to convert into immediately prior to the issuance of such additional common Stock. On September 30, 2011, Bohn and Dunlap agreed to fix the conversion price of the debt to be at $1.25 per share. The fair value of the beneficial conversion feature, taking into account the new conversion price was $6,500,000. Provide the journal entry for April 1st, June 30th, and September 30th. I know on April 1st you debit Cash for $20,000,000 and credit Notes Payable for $20,000,000 but outside of that, I'm not sure if April 1st has another entry. I'm guessing June and September are debited losses as well
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