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Posted on Jun 26, 2024

Situation Back to Top Parent Inc. is contemplating a tender offer to acquire 80% of Subsidiary Corporation's common stock. Subsidiary's shares are currently quoted on

Situation Back to Top Parent Inc. is contemplating a tender offer to acquire 80% of Subsidiary Corporation's common stock. Subsidiary's shares are currently quoted on the New York Stock Exchange at $85 per share. In order to have a reasonable chance of the tender offer attracting 80% of Subsidiary's stock, Parent believes it will have to offer at least $105 per share. If the tender offer is made and is successful, the purchase will be consummated on January 1, 2013. A typical part of the planning of a proposed business combination is the preparation of projected or pro forma consolidated financial statements. As a member of Parent's accounting group, you have been asked to prepare the pro forma 2013 consolidated financial statements for Parent and Subsidiary assuming that 80% of Subsidiary's stock is acquired at a price of $105 per share. To support your computations, Martha Franklin, the chairperson of Parent's acquisitions committee, has provided you with the projected 2013 financial statements for Subsidiary. (The projected financial statements for Subsidiary and several other companies were prepared earlier for the acquisition committee's use in targeting a company for acquisition.) The projected financial statements for Subsidiary for 2013 and Parent's actual 2012 financial statements are presented in Table 1. Assumptions Back to Top Ms. Franklin has asked you to use the assumptions below to project Parent's 2013 financial statements. 1. Sales will increase by 10% in 2013. 2. All sales will be on account. 3. Accounts receivable will be 5% lower on December 31, 2013, than on December 31, 2012. 4. Cost of goods sold will increase by 9% in 2013. 5. All purchases of merchandise will be on account. 6. Accounts payable are expected to be $50,500 on December 31, 2013. 7. Inventory will be 3% higher on December 31, 2013, than on December 31, 2012. 8. Straight-line depreciation is used for all fixed assets. 9. No fixed assets will be disposed of during 2013. The annual depreciation on existing assets is $40,000 per year. 10. Equipment will be purchased on January 1, 2013, for $48,000 cash. The equipment will have an estimated life of 10 years, with no salvage value. 11. Operating expenses, other than depreciation, will increase by 14% in 2013. 12. All operating expenses, other than depreciation, will be paid in cash. 13. Parent's income tax rate is 40%, and taxes are paid in cash in four equal payments. Payments will be made on the 15th of April, June, September, and December. For simplicity, assume taxable income equals financial reporting income before taxes. 14. Parent will continue the $2.50 per share annual cash dividend on its common stock. 15. If the tender offer is successful, Parent will finance the acquisition by issuing $170,000 of 6% nonconvertible bonds at par on January 1, 2013. The bonds would first pay interest on July 1, 2013, and would pay interest semiannually thereafter each January 1 and July 1 until maturity on January 1, 2023. 16. The acquisition will be accounted for as a purchase and Parent will account for the investment using the equity method. Although most of the legal work related to the acquisition will be handled by Parent's staff attorney, direct costs to prepare and process the tender offer will total $2,000 and will be paid in cash by Parent in 2013. As of January 1, 2013, all of Subsidiary's assets and liabilities are fairly valued except for machinery with a book value of $8,000, an estimated fair value of $9,500, and a 5-year remaining useful life. Assume that straight-line depreciation is used to amortize any revaluation increment. No transactions between these companies occurred prior to 2013. Regardless of whether they combine, Parent plans to buy $50,000 of merchandise from Subsidiary in 2013 and will have $3,600 of these purchases remaining in inventory on December 31, 2013. In addition, Subsidiary is expected to buy $2,400 of merchandise from Parent in 2013 and to have $495 of these purchases in inventory on December 31, 2013. Parent and Subsidiary price their products to yield a 65% and 80% markup on cost, respectively. Parent intends to use three financial yardsticks to determine the financial attractiveness of the combination. First, Parent wishes to acquire Subsidiary Corporation only if 2013 consolidated earnings per share will be at least as high as the earnings per share Parent would report if no combination takes place. Second, Parent will consider the proposed combination unattractive if it will cause the consolidated current ratio to fall below two to one. Third, return on average stockholders' equity must remain above 20% for the combined entity. If the financial yardsticks described above and the nonfinancial aspects of the combination are appealing, then the tender offer will be made. On the other hand, if these objectives are not met, the acquisition will either be restructured or abandoned. Table 1 Back to Top Parent Inc. Actual Financial Statements for 2012 and Subsidiary Corporation Projected Financial Statements for 2013 Parent 2012 Actual Subsidiary 2013 Projected Sales $800,000 $100,000 Cost of goods sold (485,000) (55,000) Operating expenses (219,000) (10,000) Income before taxes 96,000 35,000 Income tax expense (38,400) (14,000) Net income 57,600 21,000 Retained earnings, January 1 23,000 14,500 Add; net income 57,600 21,000 (38,000) (7,000) Retained earnings, December 31 42,600 28,500 Cash 36,200 19,500 Accounts receivable 39,000 13,000 Inventory 26,000 12,000 673,000 213,000 (490,000) (28,000) 284,200 229,500 Less: dividends Property, plant, and equipment Accumulated depreciation Total assets Parent 2012 Actual Subsidiary 2013 Projected Accounts payable 44,600 21,000 Common stock * 190,000 150,000 7,000 30,000 42,600 28,500 284,200 229,500 Paid-in capital in excess of par Retained earnings Total liabilities and stockholders' equity * Parent: $12.50 par; Subsidiary: $75 par Milestones Back to Top Milestone Due Requirements 1. Forecast the separate financial statements of Parent Inc. Using Ms. Franklin's assumptions and Parent's 2012 financial statements, prepare pro forma 2013 financial statements for Parent Inc., assuming that the acquisition is not attempted. Support your statements with appropriate work papers and journal entries. Pro forma financial statements include a statement of operation, a statement of retained earnings, a balance sheet, and a cash flow statement. NOTE: There is a Template for Milestones 1 and 2 available for your download that is also located in Doc Sharing. 2. Adjust the separate financial statements of Parent Inc. to reflect the proposed acquisition. Adjust Parent's pro forma 2013 financial statements prepared in Milestone 1 to reflect the proposed acquisition (i.e., adjust Parent's forecasted financial statements for bond issuance, stock purchase, income from subsidiary, etc.). Support your statements with appropriate work papers and journal entries. Pro forma financial statements include a statement of operation, a statement of retained earnings, a balance sheet, and a cash flow statement. 3. Prepare a pro forma consolidated worksheet. Prepare a pro forma consolidation worksheet for Parent Inc. and its proposed subsidiary as of December 31, 2013. To ensure you are starting with the right numbers, use the solution provided to Milestone 1 for the adjusted pro forma 2013 financial statements of Parent Inc., and the projected 2013 financial statements of Subsidiary Corporation in Table 1. Show all consolidation adjusting entries, including minority interest entries. NOTE: There is a Template for Milestones 1 and 2 available for your download that is also located in Doc Sharing. 4. Perform ratio analysis. Compute earnings per share for (1) the separate financial statements of Parent Inc. prepared in Milestone 1 and (2) the consolidated financial statements contained in the solution for the pro forma consolidation worksheet prepared in Milestone 3. Also, calculate current ratio and return on average stockholders' equity for the Milestone Due Requirements separate company and consolidated financial statements. 5. Write a memorandum (as a Word document) to Ms. Franklin summarizing the results of your analysis, including a summary of the financial ratios you computed and your recommendation. Attach copies of both sets of pro forma financial statements of Parent Inc. and the pro forma consolidation worksheet. THIS SHEET IS MEANT ONLY AS A CONVENIENCE. THE ACTUAL FACTS PRESENTED UNDER THE "COURSE HOME" SHOULD BE REFERENCED/UTILIZED. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 2013 PARENT ASSUMPTIONS Sales will increase by 10% in 2013 All sales will be on account Accounts receivable will be 5 percent lower on 12/31/13 than on 12/31/12 Cost of goods sold will increase by 9% in 2013 All purchases of merchandise will be on account Accounts payable are expected to be 50,500 in 12/31/2013 Inventory will be 3% higher in 2013 than in 2012 Straight line depreciation is used for all fixed assets No fixed assets will be disposed of during 2013. Annual depreciation on existing assets is 40,000 per year Equipment was purchased on 1/1/13 for $48,000 cash; 10 year life and no salvage Operating expenses other than depreciation will increase by 14% in 2013 All operating expenses other than depreciation will be paid in cash Parent's income tax rate is 40%; taxes are paid in 4 payments, 15th of April, June, September & December Parent will continue the $2.50 per share annual cash dividend on its common stock ACQUISTION ASSUMPTIIONS If tender offer is successful;, Parent will finance the acquisition by issuing 170,000 of 6% non-convertible bonds at par on jan 1 ,2013. Bonds pay interest on July 1 2013 and semiannually thereafter each January 1 and July 1 until maturity on January 1, 2023. The acquisition will be accounted for as a purchase and Parent will account for the investment using the equity method. Direct costs for the tender offer of $2,000 paid in cash by parent in 2013. As of January 1 2013 all of subsidiary's assets and liabilities are fairly valued except for machinery with a book value of $8,000, estimated fair value of $9,500 and a 5 year remaining useful life. Straight line depreciation is used to amortize any revaluation increment. 18 No transactions between these companies occurred prior to 2013. Parent plans to buy 50,000 of merchandise from subsidiary in 2013 and will have 3,600 in remaining inventory on Dec 31 2013. Subsidiary is expected to buy 2,400 of merchandise from parent in 2013 and to have 495 in inventory on Dec 31, 2013. Parent and subsidiary price their products to yield a 65 percent and 80 percent markup on cost, respectively. 19 20 Parent intends to use three financial yardsticks to determine the financial attractiveness of the combination. 1) Parent wishes to acquire only if 2013 consolidated earnings per share will be at least as high as the earnings per share Parent would report without combination. 2) Parent will consider combination unattractive if it will cause the consolidated current ratio to fall below 2 to 1. 3) ROE must remain above 20 percent for the combined equity. If financial yardsticks above and the non financial aspects are appealing, then the tender offer will be made. If the objectives are not met, the acquistion will either be restructured or abandoned. Assumptions - Financial Statements Parent 2012 Subsidiary Actual 2013 Projected Sales COGS Operating expense Income before taxes Income tax expense Net income Retained earnings Add Net Income Deduct Dividends Retained Earnings December 31 Cash Accounts receivable Inventory PPE Accumulated Depreciation Total Assets Accounts Payable Common Stock* Paid-in Capital in Excess of Par Retained Earnings Total Liabilities and Equities *Parent $12.50 Par value *Subsidiary $75 Par value $800,000 $(485,000) $(219,000) $96,000 $(38,400) $57,600 $100,000 $(55,000) $(10,000) $35,000 $(14,000) $21,000 $23,000 $57,600 $(38,000) $42,600 $21,000 $21,000 $(7,000) $28,500 $36,200 $39,000 $26,000 $673,000 $(490,000) $284,200 $19,500 $13,000 $12,000 $213,000 $(28,000) $229,500 $44,600 $190,000 $7,000 $42,600 $284,200 $21,000 $150,000 $30,000 $28,500 $229,500 Parent 2013 Projected