Tivity Health (TVTY) acquired NutriSystems (NTRI) in a cash and stock deal. The SEC filing for this merger can be found at the Tivity Health web site at: https://d18rn0p25nwr6d.cloudfront.net/CIK-0000704415/b5cc49ca-a77b-4b30-84e1- 8f9d65ff019f.pdf
Resolution:
This merger is a cash plus stock reorganization, which are becoming more and more frequent in recent years. This is a fully taxable merger with cash. For tax purposes this is treated as a sale of NutriSystems for the value of the cash and stock received. Some of the proceeds from the sale (the value of the stock received) is used to purchase Tivity Health. All the information below is from the information available from the SEC filing by TVTY and available on the TVTY web site. The first instructions are for users of the desktop software, Club Accounting 3. Instructions for Myiclub.com users follow later in this document.
The total merger consideration is $42.8928 per NutriSystems share. This is $38.75 in cash and $4.1428 in Tivity Health shares (.2141 x 19.35). The opening price of Tivity Health on the day after the merger completion date was $19.35. Calculate the total value received for your NutriSystems shares by multiplying 42.8928 by the total shares of NutriSystems owned.
Total Proceeds = [42.8928 x (# of NutriSystems shares owned)] – (Reorganization fee). For example, if you owned 100 NTRI shares your total proceeds would be (4289.28 – Reorganization fee).
Use the Suspense account to receive the sale proceeds. Date this transaction 3/8/2019.
Transfer from the Suspense account to the Broker account (or bank if appropriate), all merger consideration cash received from this merger transaction.
This will be: $38.75 per NutriSystems share, minus any reorganization fee charged. If your Suspense account balance was zero when you entered the sell transaction above, then the balance after transferring the merger cash received will be the total purchase price of the Tivity Health shares you received in this merger.
For example, if you owned 100 NutriSystems shares your cash portion of the merger consideration was $3875.00 – reorganization fee. ([38.75 x 100] –reorganization fee).
Enter a buy transaction for the number of Tivity Health shares entitled to receive in this merger. This will be .2141 x (# of NutriSystems shares owned). For example if you owned 100 NutriSystems shares then enter 21.41 Tivity Health shares purchased (.2141x 100).
Date the transaction 3/8/2019. The total purchase price will be the amount remaining in the Suspense account, if the Suspense balance was zero when this process was started. The amount should be (4.1428 x # of NutriSystems shares owned). For example, if you owned 100 NutriSystems shares, then the total purchase cost would be 414.28.
Choose the Suspense account as the source of funds for the purchase. Save the buy transaction.
The fractional shares received in this merger will likely be sold by your broker.
Enter a Sell transaction for the fractional shares dated 3/9/2019. The share amount will be the NON-whole part of the shares bought in the buy transaction above. For example if you owned 100 NutriSystems shares then you entered 21.41 Tivity Health shares purchased. You would sell .41 Tivity Health shares in this Sell transaction.
The total proceeds will be the cash-in-lieu amount listed on your broker statement.
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Use the Merger with cash security transaction.
Step 1. Choose NutriSystems (NTRI) as the merging company and date the transaction 3/8/2019. Step 2. Select the option Transaction is fully taxable. Enter the following additional information:
Note: In Merger with cash transactions, realized capital gains and the cost basis of the new shares have a component dependent on the price per share entered in the entry screens. In our experience brokers tend to use the price per share published by a company on their website in their guidance to shareholders. If the company publishes guidance with a share price, we use that share price in our instructions to minimize possible differences between the accounting records and broker information. In cases where no guidance is available, we will choose the lower of the opening or closing price on the effective date. Either of these prices is acceptable to the IRS and by choosing the lower price some realized capital gains will be deferred to a later date. However, there is always the chance the price we choose will not be the price chosen by your broker. The gain from the merger and cost basis of the new shares recorded in your accounting records will then differ from your broker information. Because of the lack of detail in the tax code, both our choice and your broker’s choice would be reasonable estimates of market value for the shares received. Your records are NOT incorrect because they differ from your broker. Tax return forms do have specific areas to report these usually small differences. Our tax printer software handles these adjustment entries automatically in the normal operation of the software.
