Your client Great Value Hardware Stores has come to you for assistance in evaluating an opportunity to purchase a controlling interest in a hardware store in a neighboring city. The store under consideration is a closely held family corporation. Owners of 60% of the shares are willing to sell you the 60% Interest, 30,000 common stock shares in exchange for 7,500 of Great Value shares, which have a fair value of $40 each and a par value of $10 each. Your client sees this as a good opportunity to enter a new market. The controller of Great Value knows, however, that all is not well with the store being considered. The store, Al's Hardware, has not kept pace with the market and has been losing money. It also has a major lawsuit against it stemming from alleged faulty electrical components it supplied that caused a fire. The store is not insure for the loss. Legal counsel advises that the store will likely pay $30,000 in damages.
The following balance sheet was provided by Al's Hardware as of December 31 2011:
Assets
cash $180,000
accounts receivable 460,000
inventory 730,000
land 120,000
building 630,000
accumulated depreciation-building (400,000)
equipment 135,000
accumulated depreciation-equipment (85,000)
goodwill 175,000
total assets $1,945,000
liabilities and equity
current liabilities $425,000
8% mortgage payable 600,000
common stock ($5 par) 250,000
paid-in capital in excess of par 750,000
retained earnings (80,000)
total liabilities and equity $1,945,000
Your analysis raises substantial concerns about the values shown. You gathered the following information:
1. aging of the accounts receivable reveals a net realizable value of $3350,000
2. the inventory has many obsolete items; the fair value is $600,000.
3. appraisals for long-lived assets are as follows:
land $100,000
building 300,000
equipment 100,000
4. the goodwill resulted from the purchase of another hardware store that has since been consolidated into the existing location. The goodwill was attributed to customer loyalty.
5. liabilities are fairly stated except that there should be a provision for the estimated loss on the lawsuit.
On the basis of your research, you are convinced that the statements of Al's Hardware are not representative and need major restatement. Your client is not interested in being associated with statements that are not accurate.
Your client asks you to make recommendations on three concerns:
1. Does the price asked seem to be a real bargain? Consider the fair value of the entire equity of Al's Hardware; then decide if the price is reasonable for a 60% Interest.
2. If the deal were completed, what accounting methods would you recommend either on the books of Al's Hardware or in the consolidation process? Al's Hardware would remain a separate legal entity with a substantial noncontrolling interest.
3. What if Great Value Hardware Stores was less concerned about being associated with statements that were not accurate and felt strongly about closing the deal for non-financial reasons? How would you proceed?