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A?” u a: I awn“. ’ v 4 (99.15:? . t . a. a .M . . 3.. “my bonnfw“... I, no” a g . a...) t 5 » immifi . .2: alvu -‘ .urfiuwmm . I , . K9.) :55 1‘ I. : .Wmmn . and? . III. P. l 6...... i f ..a.‘mrrg.runflntrs. . ‘ .13. «4:311. .r .- r .l 1 é»: (- . I.I.¢5.V.. tabs}! #11. lllmlll'lll Hi ll l'lllllzlllllflllfllllll 312930176 This is to certify that the thesis entitled AN ANALYSIS OF AIRLINE MERGERS: 1951 TO 1972 presented by David L. Bourke has been accepted towards fulfillment of the requirements for Ph.D. dpgrpp in Finance — Business A." 5' ' Major professor Date 5/1/74“ 0-7639 LIBRARY 8789 , Michiga State University A P810?" 2098 l ABSTRACT AN ANALYSIS OF AIRLINE MERGERS: 1951 TO 1972 BY David Laird Bourke The purpose of the research was to investigate merger activity in the air transport industry, a regulated sector of the economy. The research examined mergers from 1951 to 1972 on an ex ante basis. The research consisted of two principal parts corresponding to two approaches used to obtain information about airline mergers. One part examined reasons advanced as to why airlines propose mergers and the reasons cited by or attributed to the Civil Aeronautics Board (CAB) for its approval or disapproval of merger applications. The conclusions for this part of the research were based on an interpretation of an extensive review of the available literature on airline mergers and on CAB decisions on mergers. The other main part of the research used a statistical technique, multiple discriminant analysis, to analyze airline merger activity. After data were selected to represent relevant airline characteristics, the technique was used to test whether a statistical difference between various pairs of groups of airlines representing their merger activities was accomplished by the data input. When a difference was found between a pair of groups, the technique was able to predict the classification of the airlines into these groups. Significant characteristics of the airlines were identified for the groups predicted. David Laird Bourke The significant reasons why airlines merge found in the literature were (1) to achieve economies of scale, (2) to take advan— tage of a bargain price, (3) to improve management. (4) to reduce business and financial risk, (5) to affect tax savings, (6) to grow rapidly, (7) to improve service and increase demand, (8) to increase monopoly power and (9) to correct or alleviate financial difficulties. The board has expected airlines to benefit from mergers because of (l) economies of scale, (2) the replacement of inefficient manage- ment, (3) a reduction in business and financial risk, (4) tax savings and (5) the improvement of service and increases in demand. For the mergers examined, the CAB required for approval that the price be reasonable, the protective labor provisions be satisfactory, and the merger not create a monopoly, jeopardize another carrier, nor cause significant diversion of traffic. Multiple discriminant analysis indicated that (l) The airlines proposing to be the acquiring airlines exhibited better financial, operating and route characteristics than those airlines not proposing mergers and those airlines proposing to be acquired. (2) Furthermore, those airlines not proposing mergers revealed more favorable financial, operating and route characteristics than those airlines proposing to be acquired. (3) Both the airlines proposing to be acquired which were disapproved for merger by the CAB and those airlines proposing to be the acquiring airlines which were approved by the board showed more favorable financial, operating and route characteristics than those airlines proposing to be acquired which were approved. (4) No differences in the financial, operating and route characteristics of airlines were found between those airlines proposing to be the David Laird Bourke acquiring airlines which were disapproved by the CAB and either the airlines proposing to be the acquiring airlines which were approved by the board or the airlines proposing to be acquired which were disapproved by the CAB. AN ANALYSIS OF AIRLINE MERGERS: 1951 TO 1972 BY David Laird Bourke A DISSERTATION Submitted to Michigan State University in partial fulfillment of the requirements for the degree of DOCTOR OF PHILOSOPHY Department of Accounting and Financial Administration 1974 @Copyright by DAVID LAIRD BOURKE 1974 Chapter I II VI TABLE OF CONTENTS INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . GENERAL REASONS FOR MERGERS . . . . . . . . . . . . . . Introduction . . . . . . . . . . . . . . . . . . . Reasons for Mergers . . . . . . . . . . . . Quantitative Considerations in the Pricing of Mergers . . . . . . . . . . . . . . . . . . . . . . Conclusion . . . . . . . . . . . . . . . . . . . . . REASONS OF THE AIRLINE INDUSTRY FOR MERGERS AND REASONS OF THE CAB TO APPROVE OR TO DISAPPROVE MERGERS . . . . . Introduction . . . . . . . . . . . . . Airline Reasons for Mergers and Reasons of the CAB to Approve or to Disapprove Mergers . . . . . . . . Conclusion . . . . . . . . . . . . . . . . . . . . . Appendix A: References to Material Which Support Specific Airline Reasons for Mergers and Reasons for CAB Approval or Disapproval . . . . . . . . . . VARIABLE SELECTION AND GROUP PAIRINGS OF AIRLINES USED IN THE MULTIPLE DISCRIMINANT ANALYSES . . . . . . . . . Introduction . . . . . . . . . . . . . . . . . . . . Variable Selection . . . . . . . . . . . . . . . . . Group Pairings . . . . . . . . . . . . . . . . . . . MULTIPLE DISCRIMINANT ANALYSIS . . . . . . . . . . . . . Introduction . . . . . . . . . . . . . . . The Nature and Use of Multiple Discriminant Analysis. Multiple Discriminant Analysis Employed in this Research . . . . . . . . . . . . . . . . . Results of Nine Group Pairings . . . . . . . . . . . Summary . . . . . . . . . . . . . . . . . . . . . . . SUMMARY AND SIGNIFICANCE OF THE RESEARCH . Appendix I: LEGAL STANDARDS FOR MERGERS . SELECTED BIBLIOGRAPHY . . . . . . . . . . . . . . . . . ii Page 12 l4 l8 18 18 27 4O 4O 40 47 49 49 49 53 66 77 83 89 98 CHAPTER I INTRODUCTION A substantial amount of research on mergers has been done in recent years but disagreement still exists about both the character- istics of merging firms and the reasons for mergers. While studies of the reasons for mergers have dealt with specific industries, the air transport industry has not been examined. The absence of merger research for the air transport industry is not consistent with (l) the degree of merger activity and merger discussion in the airline industry; (2) the significance of this industry; (3) the amount of attention focused on this industry by the public, government, and the business community; (4) the efforts of many airlines to merge in the recent past; and (5) the actual and potential impact of mergers on the struc- ture of the industry. The purpose of this research was twofold. One purpose was to try to identify the reasons why firms merge in the air transport industry based on available information and to examine the decisions of the Civil Aeronautics Board (CAB) in approving or disapproving merger proposals. The second was to use a quantitative technique, multiple discriminant analysis, to analyze airline merger activity. Discrimi- nant analysis was used in an attempt to obtain information about mergers by dividing the airlines into several groups representing merger activity in order to identify the characteristics of the firms in these groups. The research evaluated mergers on an ex ante basis. CHAPTER II GENERAL REASONS FOR MERGERS Introduction This chapter presents the results of a review of the general literature, made to identify reasons cited for mergers and/or the factors considered in mergers. Reasons common to many mergers were selected rather than reasons unique to specific mergers. The findings from the survey were used to help identify the reasons for mergers in the air transport industry. The literature on the reasons for mergers and the factors consid- ered in mergers is extensive, but not definitive. There is no universally accepted theory to explain why mergers occur. The literature is of two types. One type is general in nature; the intent is to provide broad generalizations rather than to provide detailed knowledge about specific mergers or mergers in a particular industry. The findings of this type of approach were suitable for this chapter. The second type of the literature deals with specific mergers in detail with little attempt made to provide generalizations. Such studies resulted in a diversity of conclusions which are less applic— able to mergers in general. Reasons for Mergers Although many reasons for mergers have been advanced in the literature, it was possible to recognize several common concepts. 2 Undoubtedly, each merger has its unique properties, but most also have properties common to other mergers. The task was to summarize the reasons for a list useful to this research. Thus, the procedure followed was to list the common motives acknowledged by the literature. If wealth maximization is the objective of the firm, the only reason for merger is to maximize the long-run wealth of stockholders. The objective of any merger, therefore, should be to increase the market value of the firm over what it would have been had the merger not taken place. Hence, a merger would be evaluated as any capital budgeting project. This idea was supported by Alberts,l Archer and D'Ambrosio,2 Weston and Brigham,3 Schwartz4 and Van Horne.5 other authors such as McCarthy,6 Butters and Lintner,7 and Mace and Montgomery8 referred to mergers as an investment decision, but the objective of maximizing market value was not stated. Alberts summarized the merger decision as an interaction of the future dividend stream and its effect on the cost of capital; therefore, the merger decision ultimately involves share price. He stated that given the assumption of "intrinsic value" of the exchange prices in mergers, that is, efficient valuation in merger transactions, the only possible motive for mergers is synergism due to economies of scale or to increases in demand brought about by entering a related industry. Alberts maintained that economies of scale can be achieved by increasing market share, but that this usually is not feasible, and that economies of scale can be affected by horizontal mergers, but this is usually not legal. Therefore, synergistic effects mainly are due to resulting increases in demand. He also noted that mergers undertaken in response to increases in demand are less likely to be profitable than internal growth and that mergers to reduce risk are redundant because investment portfolios presumably already have accomplished this objective for investors, thus making corporate diversification unnecessary. When the assumption of efficient pricing or "intrinsic value" in mergers is dropped, there arises another motive in addition to synergisnh-the possibility of achieving gains because of "bargains" or "bargain prices." Alberts listed four types of bargains: (l) fore— cast, (2) cost of capital, (3) mismanagement and (4) tax. Forecast bargains occur because sellers underestimate the future dividend stream. Cost of capital bargains occur if small firms are systematically capitalized at a higher rate than large firms. If larger firms acquire smaller firms, a lower capitalization rate for the combined entity can achieve higher total value. This cost of capital difference can be due to the poorer marketability of the smaller firm's shares in secondary markets and/or its higher cost of funds in the primary markets. Mismanagement bargains exist because inept practices can be changed after a merger. For example, the acquired firm may have excess liquidity which the acquiring firm could exploit. Tax bargains can occur because of the institutional and legal advantages of certain mergers. Alberts doubted that synergistic effects are common and, therefore, without the possibility of effecting mergers at bargain prices, there would be few occasions in which firms would find it worthwhile to grow in this manner. He continued that since bargain prices are common, however, mergers are an important means of exploiting investment opportunities. When mergers can be affected at bargain prices, there are two investment opportunities--synergism and bargains-—that can be exploited profitably by mergers as well as by internal means. The synergistic effects are due to economies of scale effected by expanding in the same market and to increases in demand effected by expanding in a related market. fisEconomdes of Scale. This reason was frequently mentioned in the literature, and it is clearly defined in the economies. Economies of scale are represented by the declining portion of a long-run average cost curve, where each point represents the lowest cost for a given output. Economies of scale are due to many factors--production, admini— strative, distribution, sales promotion, research consolidation and financing economies of scale. For example, Weston and Brigham, Van Horne, Archer and D'Ambrosio, McKenna,9 McCarthy, Mace and Montgomery, Lintner,lo Alberts, Erler,ll Johnson,12 Galah13 and Weissl4 supported the theory that economies of scale are a reason for mergers. Economies of scale can be achieved either by growth through merger or by internal growth if a firm is of suboptimal scale. Why would the firm choose to grow by merger rather than choosing to grow internally? It may be because a firm cannot achieve its optimal scale due to structural constraints in its industry; for example, a firm may not be able to increase its market share because of competition. A firm may prefer growth by merger to gain economies of scale because a merger can offer bargain prices which internal growth does not. Economies of scale can be an important reason for growth either by internal means or by merger. é§> Monopoly Power. Mergers can be motivated by the desire to gain monopoly power by increasing the size of the firm. This motive is often disguised as an attempt to achieve scale economies. Monopoly power increases the surviving firm's control over supply, and in unregulated industries, its control over prices. The Federal Trade Commission's (FTC) Economic Report 93 Corporate Mergers15 concluded that many mergers are attempts to achieve monopoly power. Alberts, Weston and Brigham, Lintner, McKenna and McCarthy also recognized this notive. The antitrust laws exist to control the lessening of competition and increases in monopoly or market power. However, in the air trans— port industry, if the CAB approves a merger this merger is exempt from antitrust action. Of course the CAB has not ignored antitrust considerations in its merger decisions. The CAB's responsibility for maintaining competition in the industry and the court's interpretation of the CAB's statutory requirements of this matter are discussed later. The Securities and Exchange Commission (SEC) requires disclosure of merger information, but it does not judge the merits of a particular merger. Economies of scale have been linked erroneously to mergers whose purpose is to eliminate excess capacity in an industry. A merger to achieve the "rationalization" of surplus capacity can be beneficial to the combined firm, but the true source of the economies is not due to increased size but to the fact that inefficient firms and excess capacity have been allowed to exist because of monopolistic conditions or because excess capacity has been imposed by regulatory policy in a regulated industry affected by nonopolistic elements. In effect, economies can occur because of mergers which increase monopoly power in an industry already affected by monopolistic elements, not because of true economies of scale which are the result of efficient operations in a firm and industry. (:).Increases in Demand. A merger can be motivated by the desire to increase the total demand of the combined firm. An increase in demand can occur because of the complementarity of the firm's products or services, or because one firm's reputation or brand name favorably carries over to the combined firm. Alberts, Mace and Montgomery, Van . l6 . Horne, Friedman and McKenna supported this reason. Cis Acquiring Mana ement Skills. This reason was widely acknowledged in the literature. It was recognized by Weston and Brigham, Van Horne, Alberts, McCarthy, Butters and Lintner, Mace and Montgomery, Harvey and Newgarden,l7 and Hutchinson.18 The objective of a merger may be to replace mismanagement or to acquire superior management skills. Also included here is the desire to acquire the skills of research or technical personnel. This reason is meaningful only if the transaction price of the merger is low enough to make the merger attractive to the buyer. §::£orecast Bargains. Buyers and sellers can estimate the future earning power of a firm differently. Sellers may underestimate the future earning power of their firm or buyers may overestimate the future earning power of the selling firm; in either case, a bargain price will appear to exist from the buyer's point of view. Gort,19 Alberts, Weston and Brigham, and Mace and Montgomery supported the motive of bargain prices. Michael Gort tested various hypotheses of reasons for mergers such as attempts to reduce competition or to achieve economies of scale. He concluded that the best explanation fer mergers was that economic disturbances to the firm, such as growth and technological innovation, caused valuation problems and dispersions among potential owners and the actual owners which, in turn, increased the probability of merger. Those industries experiencing more mergers were characterized by more economic disturbances. (§E>Ri8k Reduction. Alberts stated that "cost of capital bargains" can occur if small firms are systematically capitalized at a higher rate than large firms. Similarly, Lintner stated that mergers are motivated by a divergence in price-earnings ratios because of size differences. Business risk and financial risk can be reduced by merger. The reduction of business risk was cited by Weston and Brigham, Van Horne, McKenna, McCarthy, Mace and Montgomery, Lintner and Alberts. A reduction in business risk stabilizes earnings and thereby lowering borrowing costs and increasing debt capacity. Lewellen argued that mergers can increase debt capacity even if the combining firms have optimal capital structures.20 Also, one firm may have unused debt capacity that the other firm in the merger would like to utilize. {ESTax Advantages. A merger may take place in order to apply an existing tax loss which could not otherwise be utilized as an offset to profits. Some mergers are tax-free if they are deemed to be a reorganization by the IRS. Many mergers are called nontaxable, but actually they are tax-postponed. Taxes are deferred on any gains in a merger transaction involving stock payment until the securities are sold, whereas in a cash transaction any gain is taxable immediately. If the gains are deferred long enough, they will be taxed as capital gains rather than ordinary income. Alberts stated that mergers occur because of tax bargains. Bosland found taxes to be important in motivating smaller firms to merge.21 Butters and Lintner found taxes to be an important reason for mergers for the acquired firm. The Federal Trade Commission's Economic Report g§_Corporate Mergers, Harvey and Newgarden, and Van Horne noted that taxes are a reason for mergers. However, the price of the merger must be low enough to make the tax advantages worthwhile. Accounting Advantages. A merger may have accounting advantages over ordinary investments or purchases. The Federal Trade Commission, in its Economic Report 23 Corporate Mergers, was concerned that many mergers have taken place because of the significance of accounting considerations. The accounting profession has had extensive debate on how to record mergers. The major issue concerns purchase versus pooling—of— interests merger accounting. If the merger is transacted by cash payment, there is no problem since this is a clear purchase. The debate on which accounting method to use arises when the merger is transacted by stock payment. The alternative accounting methods are significant, primarily in their effect on the determination of profits and EPS of the combined firm. In a "purchase" the excess of the purchase price over the book value of the assets is allocated to goodwill; goodwill is not tax deductible and it is amortized against revenue over future years, usually ten. This amortization depresses earnings. On the other hand, if a merger is accounted for by the lO pooling-of-interests method, the assets are transferred or pooled at book value regardless of whether or not the purchase price exceeds book value. Hence, no goodwill arises to depress earnings of the combined entity. However, purchase accounting is preferred by the acquirer in the unusual instances of book value exceeding the purchase price because purchase accounting will allow higher EPS than pooling— of-interests accounting. The advantage of the pooling-of—interests method is clear. If a firm can acquire assets through mergers at prices comparable to those demanded by the market for the purchase of the assets, then it pays the firm to account for the assets at less than market value; that is, at book value in pooling—of-interests in order to report higher earnings. Of course, this logic assumes that it is in the best interest of the firm to report the highest possible earnings as early as possible. In addition, the price of the merger must be deemed a bargain, taking into consideration the accounting advantages and other benefits, for the merger to be deemed advantageous. §S§>Financial Difficulties. A firm may be motivated to merge in order to alleviate financial problems. The U.S. Senate's Hearings, Economic Concentration supported this theory.22 It is difficult, however, to establish this since a firm would be unlikely to admit to such a motive for reasons of prestige, financing and bargaining power consi— derations. Moreover, there can exist a considerable latitude of opinion as to what constitutes financial difficulties and its relative severity.