As discussed in today's meeting, Paddle-Up Inc.'s Board of Directors has requested pro-forma financial statements for several acquisition scenarios of Stream Company.
For the past several years Paddle-Up Inc.'s Executive Management Team had experienced continued pressure from their investors for their lack of growth (markets share, revenue, and profits). On January 2nd, 2017 the Chief Executive Officer, Chief Operating Officer, and the Chief financial Officer all resigned.
Previous to the Executive Management Team's resignation, Paddle-Up Inc.'s Board of Directors were in discussions with Stream Company's Board of Directors about a possible acquisition. The combination of constant pressure from investors and learning that the Board had been in negotiations with Stream Company, without their knowledge, sparked the abrupt resignations on January 2nd.
Stream Company shareholders want cash for the sale of 100% of their company (via an Asset Acquisition). Paddle-Up Inc.'s Board of Directors prefers to buy 75% of Stream Company using a combination of cash and Paddle-Up shares (via a Stock Acquisition).
The Board has requested that the accounting department provide a pro-forma balance sheet at date of acquisition (use January 1, 2017 balance sheet information for both companies) for the following two scenarios:
1. Purchase 100% of Stream Company; accounting for as an asset acquisition assuming a cash only payment of $120,000,000.
2. Purchase 75% of Stream Company; accounting for as a stock acquisition (consolidation) assuming consideration (payment) given is a combination of cash ($51,000,000) and Paddle-Up stock issuance (2,000,000 shares).
The Board has also requested that the accounting department provide pro-forma consolidated financial statements (income statement, statement of retained earnings, and balance sheet) for the 75% stock acquisition scenario as of December 31, 2017 and December 31, 2018 (using the cost method).
Finally, in addition to providing the pro-forma financial statements, the board would like you to write a two page memorandum that addresses the following:
1. Analysis of the two acquisition date scenarios (asset acquisition and stock acquisition). Include in the analysis a brief explanation of the accounting differences between asset and stock acquisitions.
2. Analysis of the consolidated financial statements as of 12/31/17 and 12/31/18. Include in the analysis why there is an additional workpaper entry (reciprocity) when completing the 12/31/18 consolidation workpaper and not in the 12/31/17 consolidation workpaper.
3. Recommendation in regards to several ethical questions included in a note received from the Paddle-Up Inc. acquisition team (Exhibit A). Consider whether the type of acquisition (asset or stock) impacts your evaluation.
4. Analysis whether the stock acquisition of Stream Company is a good financial and strategic decision.