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club_cafe: Re: Wellpoint Health Networks to Wellpoint, Inc. ??
Paul,
 
Your answer contains some errors and was incomplete. In addition to being a complex transaction because of the stock + cash nature of the merger, the fact that the new company retained the Wellpoint name and ticker symbol adds another wrinkle.
 
Here's what Mike Roth should have done:
 
First, he needs to calculate the total value received in the merger: 60 shares * $23.80 = $1428 (cash) plus 60 shares * $101.33 = $6079.80 (shares of new Wellpoint) for a total of $7507.80
 
Since this merger is 1 share for 1 share the next step is very easy. There are three scenarios (you covered the first two in your reply):
 
(1) If the club's cost basis in the old Wellpoint was less than $6079.80 (that is, less than $101.33/share), all the cash received is reported as a short or long term income item. 
 
(2) If the club's cost basis in the old Wellpoint was more than $6079.80 (that is, more than $101.33/share) but less than $7507.80 (that is, less than $125.13/share) then the gain (the difference between the $7507.80 and the old cost basis) is entered as a short or long term income item, and the difference between $1428 (cash received) and the gain is entered as a return of capital "income" item.
 
(3) If the club's cost basis in the old Wellpoint was more than $7507.80 (that is, more than $125.13/share) then the merger is a "loss". The cash received ($1428) is entered as a return of capital.
 
In general, the transactions for scenarios 1-3 should be entered before the merger transaction so that the gain/return of capital is assigned to the appropriate security and the basis adjustments for the surviving stock are correct (though it could be that the bivio software will automatically do this correctly). However, there is no need to enter a merger transaction in the case of the Wellpoint/Anthem merger (for an owner of the old Wellpoint) since the number of shares in the new Wellpoint is the same as the number of shares in the old Wellpoint and the ticker symbol is unchanged. Return calculations and capital gain/loss on the future sale of the shares should be calculated based on the original cost basis (as adjusted above) and holding period.
 
Finally, the club needs to enter the reorganization fee. Reorganization fees adjust the cost basis of the shares in the surviving company in a merger. The $20 fee should be entered as a "return of capital" income item for NEGATIVE $20. (We want to increase the cost basis.)
 
Ira Smilovitz
 
In a message dated 12/8/2004 3:49:27 P.M. Eastern Standard Time, moeller@bivio.com writes:
Mike Roth wrote:
> On our brokerage account it shows we sold our 60 shares for
> $23.80 per share.  We were also charged a Reorganization Fee
> of $20.00?  The stock symbol is still the same (WLP) and we
> still have 60 shares.

Wellpoint Health Networks Inc merged with Anthem, Inc on 11/30/04 and
Anthem changed its name to WellPoint, Inc and its ticker to WLP.

Below is a document from the Wellpoint website with information about
the taxable status of the merger.

http://media.corporate-ir.net/media_files/IROL/13/130104/corpgov1/Tax_QA.pdf

First record this transaction as a merger. Select the 'transactions'
link next to the stock on the Accounting / Investments page and enter
a merger for an equal number of WLP shares. Leave the 'Cash Received'
field blank.

https://www.bivio.com/my-club-site/accounting/investments

According to the document above, the taxable gain is the lesser of
cash received or difference in value of the cash and stock received
and the club's current share basis.

For example, if your club owned 50 shares of Wellpoint with a cost
basis of $5000, and your received 50 shares of WLP + $23.80/share,
then the figures would be:

WLP value 11/30/04 $101.33

cash value: (50 * 23.80) = $1190
basis difference: (50 * 101.33 + 1190) - 5000 = $1256.50

So the lesser value, $1190, would be considered the taxable gain. You
would enter this as an income entry for Long Term or Short Term gain
depending on how long you held the original shares.

If the club's basis in the stock was $6000, then the figures would be:

cash value: $1190
basis difference: (50 * 101.33 + 1190) - 6000 = $256.50

In this case, the $256.50 would be the taxable gain. This can be
recorded in two parts, first as a Return of Capital income entry for
$933.50 and then as a Short or Long Term gain entry for $256.50.

Paul Moeller
bivio Inc.
 

Ira and Paul,

Thank you both for your prompt attention to this matter.
Sincerely,

Mike Roth



IraS1@aol.com wrote:
> Paul,
>  
> Your answer contains some errors and was incomplete. In addition to being a
> complex transaction because of the stock + cash nature of the merger, the fact
> that the new company retained the Wellpoint name and ticker symbol adds another
> wrinkle.
>  
> Here's what Mike Roth should have done:
>  
> First, he needs to calculate the total value received in the merger: 60
> shares * $23.80 = $1428 (cash) plus 60 shares * $101.33 = $6079.80 (shares of
> new Wellpoint) for a total of $7507.80
>  
> Since this merger is 1 share for 1 share the next step is very easy. There
> are three scenarios (you covered the first two in your reply):
>  
> (1) If the club's cost basis in the old Wellpoint was less than $6079.80
> (that is, less than $101.33/share), all the cash received is reported as a short
> or long term income item. 
>  
> (2) If the club's cost basis in the old Wellpoint was more than $6079.80
> (that is, more than $101.33/share) but less than $7507.80 (that is, less than
> $125.13/share) then the gain (the difference between the $7507.80 and the old
> cost basis) is entered as a short or long term income item, and the
> difference between $1428 (cash received) and the gain is entered as a return of
> capital "income" item.
>  
> (3) If the club's cost basis in the old Wellpoint was more than $7507.80
> (that is, more than $125.13/share) then the merger is a "loss". The cash
> received ($1428) is entered as a return of capital.
>  
> In general, the transactions for scenarios 1-3 should be entered before the
> merger transaction so that the gain/return of capital is assigned to the
> appropriate security and the basis adjustments for the surviving stock are
> correct (though it could be that the bivio software will automatically do this
> correctly). However, there is no need to enter a merger transaction in the case
> of the Wellpoint/Anthem merger (for an owner of the old Wellpoint) since
> the number of shares in the new Wellpoint is the same as the number of
> shares in the old Wellpoint and the ticker symbol is unchanged. Return
> calculations and capital gain/loss on the future sale of the shares should be
> calculated based on the original cost basis (as adjusted above) and holding
> period.
>  
> Finally, the club needs to enter the reorganization fee. Reorganization
> fees adjust the cost basis of the shares in the surviving company in a merger.
> The $20 fee should be entered as a "return of capital" income item for NEGATIVE
> $20. (We want to increase the cost basis.)
>  
> Ira Smilovitz
>  
> In a message dated 12/8/2004 3:49:27 P.M. Eastern Standard Time,
> moeller@bivio.com writes:
> Mike
> Roth wrote:
> > On our brokerage account it shows we sold our 60 shares
> for
> > $23.80 per share.  We were also charged a Reorganization
> Fee
> > of $20.00?  The stock symbol is still the same (WLP) and
> we
> > still have 60 shares.
>
> Wellpoint Health Networks Inc merged
> with Anthem, Inc on 11/30/04 and
> Anthem changed its name to WellPoint, Inc
> and its ticker to WLP.
>
> Below is a document from the Wellpoint website
> with information about
> the taxable status of the
> merger.
>
> http://media.corporate-ir.net/media_files/IROL/13/130104/corpgov1/Tax_QA.pdf
>
> First
> record this transaction as a merger. Select the 'transactions'
> link next to
> the stock on the Accounting / Investments page and enter
> a merger for an
> equal number of WLP shares. Leave the 'Cash Received'
> field
> blank.
>
> https://www.bivio.com/my-club-site/accounting/investments
>
> According
> to the document above, the taxable gain is the lesser of
> cash received or
> difference in value of the cash and stock received
> and the club's current
> share basis.
>
> For example, if your club owned 50 shares of Wellpoint
> with a cost
> basis of $5000, and your received 50 shares of WLP +
> $23.80/share,
> then the figures would be:
>
> WLP value 11/30/04
> $101.33
>
> cash value: (50 * 23.80) = $1190
> basis difference: (50 *
> 101.33 + 1190) - 5000 = $1256.50
>
> So the lesser value, $1190, would be
> considered the taxable gain. You
> would enter this as an income entry for
> Long Term or Short Term gain
> depending on how long you held the original
> shares.
>
> If the club's basis in the stock was $6000, then the figures
> would be:
>
> cash value: $1190
> basis difference: (50 * 101.33 + 1190) -
> 6000 = $256.50
>
> In this case, the $256.50 would be the taxable gain.
> This can be
> recorded in two parts, first as a Return of Capital income
> entry for
> $933.50 and then as a Short or Long Term gain entry for
> $256.50.
>
> Paul Moeller
> bivio Inc.
>
>
>