M&A Advisory Services - based on who you are

As a potential investor in an enterprise, you want to ensure the financial performance represented by management is reliable, is based on solid underlying business fundamentals, grounded in real cash-flow, and is sustainable and not a result of a 1-time event. We will help validate buyer deal thesis by verifying financial results and bridging them to the buyer's model and cash flow expectations.

We will provide analysis of normalized EBITDA and cash flows and an assessment of working capital requirements and debt/net debt considerations. 

Sample of products include:

• Cash proof 
• Adjusted EBITDA snapshot
• QoE Lite databook
• QoE Report

We are your partner as you prepare for, complete and wrap up a sale of your company. We will analyze your financial results, prepare financial data and analysis in a manner consistent with buy-side diligence requirements and understanding, and will act as an extension of your management team to assist you throughout the buyer diligence and transaction finalization process. We succeed when you succeed.

One thing we've learned in working in the M&A deals space over the past 15 years is that no one deal is alike. Every transaction has its unique challenges and opportunities. Should your situation include special situations, please reach out to us. Several examples include:

• Local CPA firm with limited QoE expertise who has a client looking for financial M&A assistance
• Company looking to divest/carve-out a separate business unit 
• SMB with limited financial accounting and reporting expertise looking to upgrade its processes
• Family-owned business with limited to no experience in the M&A process.

As Benjamin Franklin is quoted as saying: "By failing to prepare, you are preparing to fail." Diligence in the pre-LOI stage is critically important for both buyers and sellers. 

For Buyers, we can perform a red-flags analysis to quickly and efficiently identify major areas of risk in the target company. 

For Sellers, we can help you prepare for a transaction by analyzing and assessing the quality of your financial information and present adjusted EBITDA snapshot and restated financial statements to provide to buyer diligence teams.

You've signed an LOI: let the games begin! While we hope we have assisted you in the pre-LOI stage, should you find yourself overwhelmed and understaffed during the formal diligence and purchase agreement negotiation stage, we can still assist you. 

Depending on state of affairs (and quite frankly, the stage of the process), we can help through delivery of one or several of the below solutions:

• Cash proof of revenue and expenses
• EBITDA snapshot
• Red Flags report
• QoE Lite Databook
• QoE report
• Working capital calculation support
• Evaluation of debt and debt-like items

The deal is signed, sealed and delivered. All done, right? No! For buyers, the journey has just begun, but there are also considerations for sellers post-closing. We can assist w:

• Preparation of final "Closing Statement" and "Working Capital" calculation.
• Take ownership of the functional work, which could include post-closing accounting process optimization, preparation for audit, inventory costing improvement, sell-side support, etc.
• Prepare core financial information, models and analyses relative to the acquisition expectations and business model.

Whether you are buying or selling a business, we provide you with a Quality of Earnings ("QoE") analysis that is tailored to the business and deal at hand. From EBITDA snapshots to databooks to full QoE reports, we will look to deliver the solution that meets your needs and the needs of the transaction.

While working capital and net debt and debt-like items are usually the last thing on most peoples' minds during a transaction, we will provide you with proactive working capital analysis and strategies to maximize deal value and to ensure there are no "11th hour" surprises. We will also identify on- and off-balance sheet indebtedness items to be considered as dollar-for-dollar reductions to purchase price. Furthermore, we can assist in crafting accounting-related topics in the SPA to preserve and enhance value and minimize risk of post-close disputes.

We can provide you with project-based assistance with whatever your needs are, prior to, during or following a transaction, on an hourly, fixed fee or sub-contract basis, depending on your needs, including:

• Subcontract FDD/QoE professional to a CPA or advisory firm to meet client needs and optimize resource utilization
• Fractional CFO/Controller
• Audit readiness, including preparation of account reconciliations
• Monitoring of purchase and sale agreement working capital calculations and post-closing earn-out and related contingencies
• Preparation of M&A financial diligence training materials for self-study as well as in-person,  virtual/ webinar delivered training courses.