EX-99.2 5 j0211_ex99-2.htm Prepared by MerrillDirect

Exhibit 99.2

Best Buy Co., Inc.

Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined statements of earnings for the year ended February 26, 2000, and the nine months ended November 25, 2000, combine the historical consolidated income statement information of Best Buy Co., Inc. (Best Buy) and Musicland Stores Corporation and Subsidiaries (Musicland) and present pro forma financial results as if the acquisition of Musicland by Best Buy had been consummated at the beginning of the periods presented.  The unaudited pro forma combined condensed balance sheet as of November 25, 2000, combines the historical consolidated balance sheet information of Best Buy and Musicland and presents the pro forma financial position as if the acquisition had been consummated on November 25, 2000.  The transaction is being accounted for under the purchase method of accounting after giving effect to the pro forma adjustments described in the accompanying notes.

The approximate $425 million purchase price for Musicland, excluding the assumption of debt, has been allocated on a preliminary basis using information currently available. The allocation of the purchase price to the assets and liabilities acquired is expected to be finalized by the end of fiscal 2002.  Adjustments to the preliminary purchase price may occur as a result of obtaining more information regarding asset valuations, liabilities assumed and revisions of preliminary estimates of fair values made at the date of purchase.  The Company is continuing to evaluate how the acquired operations will be integrated into the Company’s overall business strategy.

The unaudited pro forma financial information has been prepared by management and adjusts the historical statements of earnings and balance sheet for the effect of costs, expenses, assets and liabilities which might have been incurred or assumed had the acquisition been effected on the dates indicated.  The unaudited pro forma financial information is provided for information purposes only and does not purport to be indicative of the future results or financial position of the combined companies.  This information should be read in conjunction with the consolidated financial statements and notes thereto included in Best Buy’s Form 10-K for the year ended February 26, 2000, and for Musicland in this Form 8-K/A.

 

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
BEST BUY CO., INC. AND MUSICLAND STORES CORPORATION AND SUBSIDIARIES
FOR THE YEAR ENDED FEBRUARY 26, 2000

 $ in thousands, except per share amounts

   BEST BUY

MUSICLAND(E)

PRO FORMA ADJUSTMENTS INCREASE/
(DECREASE)

  PRO FORMA COMBINED

Revenues $12,494,023 $1,891,828 $                -   $14,385,851
           
Cost of goods sold 10,100,594

1,200,993

-

  11,301,587

           
Gross profit 2,393,429 690,835 -   3,084,264
           
Selling, general and administrative expenses 1,854,170


584,794


15,906
1,800

(A)
(B)
2,456,670


           
Operating income 539,259 106,041 (17,706)   627,594
           
Net interest expense (income) (23,311)

22,661

19,171

(C)  18,521

           
Earnings before income tax expense 562,570 83,380 (36,877)   609,073
           
Income tax expense 215,500

25,000

(2,352)

(D) 238,148

           
Net earnings $347,070

$58,380

$(34,525)

  $370,925

           
Basic earnings per share $1.70       $1.82
           
Diluted earnings per share $1.63       $1.74
           
Basic weighted average common shares outstanding (000s) 204,194       204,194
           
Diluted weighted average
common shares
outstanding (000s)
212,580       212,580
           
(A) To record amortization of goodwill based on a 20-year life.  The amortization was based on the preliminary allocation of the purchase price as of the actual date of purchase, January 31, 2001.  This resulted in goodwill of $318,121.  The purchase price allocation is subject to adjustment pending a final assessment of the assets acquired and the liabilities assumed.

(B) To record the net effect of straight-line rent and pension expense adjustments.

(C) To record lost interest income on the cash used to finance the acquisition at a 4.8% interest rate, net of the amortization of the premium assigned to the value of the debt assumed.

(D) To record the tax effect using a 39.1% estimated effective tax rate.  The estimated effective tax rate is not necessarily indicative of the future effective tax rate of the combined companies.

(E) Musicland’s calendar year ended December 31, 1999.

 

 

UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
BEST BUY CO., INC. AND MUSICLAND STORES CORPORATION AND SUBSIDIARIES
FOR THE NINE MONTHS ENDED NOVEMBER 25, 2000

 $ in thousands, except per share amounts

  Unaudited

Unaudited

PRO FORMA
ADJUSTMENTS
INCREASE/
  PRO FORMA
  BEST BUY

MUSICLAND(E)

(DECREASE)

  COMBINED

Revenues $9,864,969 $1,207,700 $                 -   $11,072,669
           
Cost of goods sold 7,921,590

749,712

-

  8,671,302

           
Gross profit 1,943,379 457,988 -   2,401,367
           
Selling, general and administrative expenses 1,634,498


437,351


11,930
1,350

(A)
(B)
2,085,129


           
Operating income 308,881 20,637 (13,280)   316,238
           
Net interest expense (income)


(25,188)

 

14,374

 

15,332

 

(C)

4,518

 
           
Earnings before income tax expense 334,069 6,263 (28,612)   311,720
           
Income tax expense 127,900

 
2,443

 
(8,460)

 
(D) 121,883

 
           
Net earnings $206,169

 
$3,820

 
$(20,152)

 
  $189,837

 
           
Basic earnings per share $1.00       $0.92
           
Diluted earnings per share $0.97       $0.89
           
Basic weighted average common shares outstanding (000s) 206,277       206,277
           
Diluted weighted average common shares outstanding (000s) 212,688       212,688
           
(A) To record amortization of goodwill based on a 20-year life.  The amortization was based on the preliminary allocation of the purchase price as of the actual date of purchase, January 31, 2001.  This resulted in goodwill of $318,121.  The purchase price allocation is subject to adjustment pending a final assessment of the assets acquired and the liabilities assumed.

(B) To record the net effect of straight-line rent and pension expense adjustments.

(C) To record lost interest income on the cash used to finance the acquisition at a 5.1% interest rate, net of the amortization of the premium assigned to the value of the debt assumed.

(D) To record the tax effect using a 39.1% estimated effective tax rate.  The estimated effective tax rate is not necessarily indicative of the future effective tax rate of the combined companies.

(E) Musicland’s nine-month period ended September 30, 2000.

 

 

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
BEST BUY CO., INC. AND MUSICLAND STORES CORPORATION AND SUBSIDIARIES
NOVEMBER 25, 2000

$ in thousands

  Unaudited
BEST BUY

  PRO FORMA
ADJUSTMENTS
INCREASE/
(DECREASE)

  PRO FORMA
COMBINED

  MUSICLAND(C)

 
Assets          
Current Assets          
   Cash and cash equivalents $728,796 $255,742 $(423,865) (A) $560,673
   Short-term investments - 60,182 -   60,182
   Receivables 427,113 - -   427,113
   Recoverable costs from
   developed properties
110,854 - -   110,854
   Merchandise inventories 2,327,798 451,421 (25,474) (B) 2,753,745
   Other current assets 58,139

40,664

15,489

(B) 114,292

      Total current assets 3,652,700 808,009 (433,850)   4,026,859
           
Investment in Musicland - - 425,130 (A) -
      (425,130) (B)  
Net Property and Equipment 1,049,801 261,198 (9,912) (B) 1,301,087
           
Goodwill - - 331,561 (B) 331,561
           
Other Assets 79,463

22,609

403

(B) 102,475

           
Total Assets $4,781,964

$1,091,816

$(111,798)

  $5,761,982

           
Liabilities and Stockholders’ Equity          
Current Liabilities          
   Accounts payable $2,483,262 $480,372     $2,963,634
   Other current liabilities 531,930

184,761

21,500

(B) 738,191

       Total current liabilities 3,015,192 665,133 21,500   3,701,825
           
Long-Term Liabilities 119,921 34,922 (13,964) (B) 140,879
           
Long-Term Debt 20,948 258,538 12,624 (B) 292,110
           
Shareholders’ Equity          
   Common stock, at par 20,776 367 (367) (B) 20,776
   Additional paid-in capital 570,501 262,573 (262,573) (B) 571,766
      1,265 (A)  
   Retained earnings
   (deficit)
1,034,626 (87,857) 87,857 (B) 1,034,626
   Other -

(41,860)

41,860

(B) -

   Total shareholders’
   equity
1,625,903

133,223

(131,958)

  1,627,168

           

Total Liabilities and
Shareholders’ Equity

$4,781,964

$1,091,816

$(111,798)

  $5,761,982

 

(A) To establish investment in Musicland and give effect to the cash and options assumed that were used to finance the acquisition.

(B) To eliminate investment in Musicland and record goodwill based upon the purchase price less fair value of assets acquired and liabilities assumed. The goodwill is based on the preliminary allocation of purchase price and is subject to change. Included in the pro forma balance sheet is a reduction in the valuation of inventories to reflect the expected net realizable value of excess Musicland inventory resulting from the combination of Best Buy and Musicland as well as the expected realization from products to be discontinued under the Company’s new business strategy. The adjustment to current liabilities includes an estimate for employee termination benefits expected to be paid as a result of the transaction. Other long-term liabilities were adjusted to eliminate the deferred credit related to the excess of historical rent expense over cash rents paid as well as an adjustment to increase the net pension liability to its expected termination value. Long-term debt assumed was recorded at its fair value. The increase in other current assets principally reflects the deferred tax attributes of the above adjustments.

(C) Musicland’s financial position as of December 31, 2000.