Main, Inc. is contemplating a tender offer to acquire 80 percent 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 percent of Subsidiary's stock, Main 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, 2004.
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 Main's accounting group, you have been asked to prepare the pro forma 2004 consolidated financial statements for Main and Subsidiary assuming that 80 percent of Subsidiary's stock is acquired at a price of $105 per share. To support your computations, Dave Johnson, the chairperson of Main's acquisitions committee, has provided you with the projected 2004 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 2004 and Main's actual 2003 financial statements are presented in table 1.
Mr. Johnson has asked you to use the following assumptions to project Main's 2004 financial statements:
- Sales will increase by 10 percent in 2004.
- All sales will be on account.
- Accounts receivable will be 5 percent lower on December 31, 2004, than on December 31, 2003.
- Cost of goods sold will increase by 9 percent in 2004.
- All purchases of merchandise will be on account.
- Accounts payable are expected to be $50,500 on December 31, 2004.
- Inventory will be 3 percent higher on December 31, 2004, than on December 31, 2003.
- Straight-line depreciation is used for all fixed assets.
- No fixed assets will be disposed of during 2004. The annual depreciation on existing assets is $40,000 per year.
- Equipment will be purchased on January 1, 2004, for $48,000 cash. The equipment will have an estimated life of 10 years with no salvage value.
- Operating expenses, other than depreciation, will increase by 14 percent in 2004.
- All operating expenses, other than depreciation, will be paid in cash.
- Main's income tax rate is 40 percent, 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.
- Main will continue the $2.50 per share annual cash dividend on its common stock.
- Main will finance the acquisition by issuing $170,000 of 6 percent non-convertible bonds at par on January 1, 2004. The bonds would first pay interest on July 1, 2004, and would pay interest semi-annually thereafter each January 1 and July 1 until maturity on January 1, 2014.
- The acquisition will be accounted for as a purchase and Main will account for the investment using the equity method. Although most of the legal work related to the acquisition will be handled by Main's staff attorney, direct costs to prepare and process the tender offer will total $2,000 and will be paid in cash by Main in 2004.
As of January 1, 2004, 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 2004. Regardless of whether they combine, Main plans to buy $50,000 of merchandise from Subsidiary in 2004 and will have $3,600 of these purchases remaining in inventory on December 31, 2004. In addition, Subsidiary is expected to buy $2,400 of merchandise from Main in 2004 and to have $495 of these purchases in inventory on December 31, 2004. Main and Subsidiary price their products to yield a 65 percent and 80 percent markup on cost, respectively.
Main intends to use three financial yardsticks to determine the financial attractiveness of the combination. First, Main wishes to acquire Subsidiary Corporation only if 2004 consolidated earnings per share will be at least as high as the earnings per share Main would report if no combination takes place. Second, Main will consider the proposed combination unattractive if it will cause the consolidated current ratio to fall below 2 to 1. Third, return on average stockholders' equity must remain above 20 percent for the combined entity.
If the financial yardsticks described above and the non-financial 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.
3. Prepare pro forma consolidated worksheet. Prepare a pro forma consolidation worksheet for Main, Inc. and its proposed subsidiary as of December 31, 2004. Use the adjusted pro forma 2004 financial statements of Main, Inc. prepared in #2 and the projected 2004 financial statements of Subsidiary Corporation in table 1. Show all consolidation adjusting entries including minority interest entries.
4. Perform ratio analysis. Compute earnings per share for (1) the separate financial statements of Main, Inc. prepared in #1 and (2) the consolidated financial statements contained in the pro forma consolidation worksheet prepared in #3. Also, calculate current ratio and return on average stockholders' equity for the consolidated financial statements.
The solution prepares a consolidated worksheet using the parent company concept.