The Brown Smith Wallace Transaction Advisory and Litigation Support (TALS) practice can help companies meet major business goals throughout their business lifecycle. Our team has performed buy-side and sell-side transactions for public companies, private equity firms and a host of private companies, ranging in deal enterprise value from $1 million - $500 million. We understand that the day-to-day operations for many companies often occur in the shadow of significant events, including:
- The growth offered by mergers and acquisitions
- The opportunity to focus on core operations via divestitures
- The enhanced financing and liquidity opportunities of recapitalizations
- The opportunity to survive and ultimately prosper via turnaround scenarios
TALS clients rely on our skills and experience to provide expert analysis and opinions during these important milestones.
Our TALS team provides ownership, senior management and boards of directors with the transaction services outlined below. We provide buy-side and sell-side advisory services in order to assist companies planning mergers, acquisitions, or divestitures. Services provided may include the following: searching for prospective buyers or targets; preparing information memoranda or solicitation letters; analyzing the value of subject operations or targets; assessing offers received or preparing offers; and assisting in negotiations.
Due Diligence and Quality of Earnings – We perform a comprehensive due diligence review of the target company’s industry, financial statements and business practices. A quality of earnings report is often used to obtain outside financing or Board approval for the transaction. Quality of earnings reports also provide support for renegotiating the purchase price in the final purchase agreement or for abandoning the transaction because of risks unknown at the Letter of Intent stage.
On the buy side, the purchaser is presented with the seller’s adjusted EBITDA schedule. Our professionals then:
- Verify the seller’s financial statements
- Analyze the EBITDA adjustments and perform a detailed analysis to determine our own adjustments
- Assist in determination of working capital peg
- Develop pro-forma adjustments
Opening Balance Sheet – In an acquisition, the buyer may purchase the new business’s total liabilities as well as its assets. By creating an opening balance sheet, our professionals record the purchased assets and liabilities at fair market value. We accomplish this through:
- Inventory price testing
- Subsequent collections on accounts receivable
- Valuation of fixed assets
- Valuation of intangible assets
- Searching for unrecorded liabilities
Operational Consulting Services – By working with our Advisory Services and Insurance Consulting practices, our team performs a comprehensive review of the new business’s systems, quality controls, environmental risks and operational deficiencies. We also examine the current insurance coverage to identify gaps in coverage or insufficient coverage, as well as opportunities for cost savings.
Accounting, Audit and Tax Strategies – Our accounting, audit and tax experts can help set up a favorable tax structure or strategy prior to the transaction for material tax savings going forward. Our areas of expertise include accounting integration, international tax, property tax, and state and local tax.
Exit Planning – Exit planning is a process designed to help a business owner successfully withdraw from his or her business and plan for the next stage in life. This process is generally a team effort, consisting of advisors to both the business and to the owner personally, all coordinated to achieve the owner’s goals.
Calculation of Value – We perform a high-level analysis to estimate the range of proceeds a client can expect after a sale in order to guide the decision of whether to pursue an exit. Instead of performing a business valuation, a simple indication of value might give a business owner all the answers needed before making a decision. However, we can also perform a complete business valuation to understand not only the business’ fair market value, but also its value drivers. (Note: A calculation of value performed in the Transaction Advisory context is a consulting arrangement, and is not an Appraisal, as defined by the Uniform Standards of Professional Appraisal Practice.)
Evaluation of Financial Statements – We can help prepare quality financial statements that date back at least two years, as well as prepare a sound forecast that projects results at least three years forward. Including our Tax Services professionals in this process ensures that the seller is considering all angles, including tax ramifications.
Due Diligence and Quality of Earnings – On the sell side of a transaction, performing a proactive analysis might uncover issues prior to a buyer conducting their own due diligence. A quality of earnings review can help minimize surprises. On the sell side, we:
- Perform a financial analysis to determine GAAP adjustments, normalization adjustments, discretionary items and non-recurring items
- Prepare a diligence report, which is an in-depth analysis of the business’ performance and position and provided to potential purchasers
- Assist with selection of an investment banker and attorney
Market Business for Sale – We can help you select the best investment banker and transaction attorney for your exit strategy. Together, we will develop a strategy to market your business to achieve your exit goals.
Additional Transaction Services
Working Capital Disputes – Working capital can often lead to disagreements or disputes during an acquisition. Buyers typically expect that a seller delivers a minimum amount of working capital at the closing of deal. Therefore, most purchase agreements include a provision for a post-closing true-up of net working capital. The true-up reflects changes in current assets and liabilities between the contract signing and closing dates. Our services include reviewing the acquisition agreement, calculating delivered working capital, performing a working capital true-up, assisting in settlement discussions or negotiations, and assisting with additional escrow settlement items.
CFO Advisory – We provide leading best practices and strategies to help CFOs and finance executives make the most of their accounting and finance resources. Our CFO advisory services include cash management, financial reporting, budgeting and forecasting, and audit coordination.
Turnaround Services – Turnaround services are directed toward helping troubled companies enter and exit a recovery process. Services provided include:
- Consulting – We evaluate key issues and formulate an action plan to improve financial results
- Management – We oversee the execution of the action plan day-to-day to ensure rapid results
- Interim Management – We serve as your C-level executive (CEO, COO, CFO, CIO) as you conduct a search for the right permanent person
- Advisory Services – We advise the board of directors and senior management on a periodic basis to facilitate a turnaround
Please contact the Brown Smith Wallace TALS team to learn how our transaction services can benefit your business.
A few years ago, we made the decision to move our audit and tax work to a larger firm. We had grown considerably, and were looking for a firm that could provide value beyond just the traditional audit and tax work that we had needed in the past. Our requirements did not preclude a firm that was unfamiliar with our industry from being chosen, but certainly the size of the firm and their commitment to quality were important factors to us. We were looking for a good fit and a good partner. After an extensive review, we chose Brown Smith Wallace to be our partner.
From the start of our engagement, Brown Smith Wallace did not disappoint, as they initially impressed us with their audit and tax knowledge and capabilities. Early on, they recommended a change in a tax filing that saved us a considerable sum of money….and we realized they had a whole lot more to offer. We have used them to assist us with acquisitions, conduct penetration tests of our IT security, and perform a variety of operational and financial special projects.
If you are looking for an accounting firm that adds real value, strives to understand your business, and is committed to being a long-term partner, you should talk to Brown Smith Wallace.
CCA Global Partners
Jim Acker, CFO
We needed expertise in “turnaround” and that is what Brown Smith Wallace brought to us. Brown Smith Wallace’s approach to educating us … had great value…we learned a great deal and at the same time we turned the company around. When it became apparent that our only alternative for survival was to pursue a sale, Brown Smith Wallace’s expertise in M&A took over … they were able to structure the best possible deal.
Industrial Equipment Manufacturer
Bob, Chief Executive Officer
- Brown Smith Wallace, 03.27.2018