Transaction Advisory Services
Anchin’s Transaction Advisory Services Offer Fresh Perspective, Nimble Response to Expedite Deals
Every deal team relies on sound financial due diligence, delivered quickly, to move transactions forward. Anchin’s Transaction Advisory Services group draws upon experience with hundreds of successful transactions – buy-side, sell-side, and all types of deal structures – to report insightfully and objectively about a target entity’s financial performance.
When you work with us, you can expect world-class deliverables to support the case for your board or a lender, structured to meet your specific terms. Whether you’re looking at a sale, an acquisition, or need quality of earnings analysis, we’ll assemble an integrated team that includes active partner-level participation – seasoned M&A professionals who can cut right in to assess what’s going on with a business and offer market perspective, so you can put together a deal that makes sense.
We have the capacity to act quickly and flexibly with you in response to changing needs and timelines. And because we communicate proactively, you’ll know what we’ve learned at every stage so you can adapt your strategy to ensure the transaction closes successfully.
Whether your needs involve financial or tax due diligence or preparation of pro forma financial statements, we offer senior-level, industry-specific support to provide clear insights about the asset and an understanding of any issues at every step of your deal.
With a special focus on middle market transactions, our integrated team of financial and tax transaction specialists takes a multidisciplinary approach drawing from our in-house industry experts. We’ll bring a deep understanding of your industry to help you lead and execute your most critical, time-sensitive deals. Anchin’s Transaction Advisory specialists maintain experience across a multitude of industries, including, among others:
- Business Services
- Consumer & Industrial Products
- Food & Beverage
- Fashion & Apparel
- Manufacturing & Distribution
- Professional Services
- Public Relations & Advertising
- Transportation & Logistics
Financial Due Diligence
We will provide you with clear insight into the target’s historical financial performance, as well as assist in testing the assumptions and sensitivities related to its forecasted and projected results. Our dedicated industry groups enable our professionals to look beyond the numbers to understand the risks involved with an acquisition.
Our experts tailor the scope of work for each transaction to focus on the key risks and sensitivities that are important to you. While the ultimate scope of work will be based on the target and feedback from our clients, the following steps are typically performed:
- Evaluation of the financial performance and run-rate quality of earnings
- Evaluation of the quality of assets, working capital requirements and indebtedness
- Analyses of operational data utilized by target’s management to run its business in order to gain an in-depth understanding of the drivers of financial performance
- Analyses of key customers and/or products as to performance, trends, concentration, profitability, etc.
- Analyses of profitability of lines of businesses, including price-volume analysis
- Read significant agreements and contracts with customers and vendors and analyze the impact on the business
- Vetting of the company’s budgets and/or projections
- Evaluation of any other information or documents that could impact the financial performance of the target such as employment agreements, leases, contracts, revenue back-log, legal invoices, etc.
- Identify weaknesses within the financial reporting process and provide recommendations on how to improve upon such weaknesses
- Comment on financial and accounting sections within the purchase agreement
Our tax department will determine if the company properly filed its taxes in a timely manner and with the proper jurisdictions. We’ll help you gain a better understanding of your company’s filings and work with you to optimize your foundation. We will also check for substantial discrepancies. Once the taxes are properly accounted for, we will be able to tie potential tax liabilities or benefits into the overall deal structure.
While complex and ever-changing, compliance is too consequential to be overlooked. The following steps are typically performed during tax due diligence. These steps will result in the development of the most advantageous tax strategy for the company that you are contemplating acquiring:
- Review of the tax filings and other tax issues relating to the specific business and its operations
- Review of payroll tax filings and compliance and evaluation if additional filing requirements are necessary
- Review of sales tax filings and compliance
- Review of income tax filings and evaluation of tax positions taken as well as other options that may be available for reducing income taxes
- Evaluate if filings may be required in other state or local tax jurisdictions
- Review of prior tax examinations and impact on future operations
- Review of the classification of individuals working for the target as employees or independent contractors
- Other matters that may require additional filings
- Analysis of the various structuring opportunities available given the contemplated acquisition
Our Transaction Advisory Services Group also addresses the increasingly complex needs of private companies preparing for an initial public offering (IPO) as well as public companies navigating daunting regulatory and business challenges. Our team of seasoned professionals has years of experience working with many small to mid-market companies to guide them through the complex IPO process, assisting them in the transitions necessary to become a publicly listed firm and helping to avoid costly delays, and has been designed to offer you seamless service as you move towards an IPO. This expertise and experience coupled with our significant in-house resources enable us to offer a uniquely comprehensive service. Working with you from the initial decision to go public, we craft a roadmap that steers you towards a listing on a public exchange.
Additionally, with independence rules and regulatory requirements strengthened, many companies must now employ multiple firms in the pre- and post-IPO process. We have worked seamlessly with other firms and teams of attorneys to bring the process to fruition, and we offer a suite of services that cannot be provided by your audit firm. We were also one of the first firms in the nation to register with the Public Company Accounting Oversight Board (PCAOB).
Do you require sophisticated financial reporting services in a compressed timeframe due to one of the following scenarios?
- Your company is going public.
- You need assistance in meeting your quarterly and annual financial reporting requirements, now that you are public.
- You require financial statements in contemplation of receiving an equity infusion from a private equity firm or other investor.
- You require financial statements in order to obtain financing for a major acquisition.
- Your bank requires audited financial statements.
Are you facing any of these challenges?
- You don’t have the required financial staff and resources.
- Your accounting department does not have the necessary technical expertise.
- Management is focused on growing the business and on the day-to-day operations and does not have additional time to devote to financial reporting.
- The financial reporting deadline is so immediate that you need substantial additional resources to meet the deadline.
We have a proven track record of providing these technical financial reporting deliverables under tight time constraints.
- Your experienced, dedicated team can also draw on the substantial resources of our firm, as needed.
- We are a multi-disciplinary firm that can resolve all of your issues under one roof – think of us as an extension of your management team helping you meet the myriad challenges of financial reporting, operational and regulatory requirements.
- A member of BKR International, Anchin’s network of firms can provide additional expertise and support, both nationally and globally, if and when needed.
- We provide seamless scalability of resources and workforce as your business changes.
- Our experienced tax professionals and significant tax practice will address any complex tax matters and planning opportunities that may arise as your company continues to grow.
- We are uniquely distinguished by deep experience, involvement and accessibility at the partner level.
- Our in-house development program, known as Anchin University, ensures that our partners and staff are fully knowledgeable on the latest, cutting-edge accounting, financial reporting, tax and regulatory standards.
- We use the latest technology to ensure that efficiencies are achieved throughout the engagement process.
Public company services include:
- IPO readiness services
- IPO readiness assessment
- Review of accounting and bookkeeping procedures
- Consultation on accounting, financial reporting, and disclosure requirements
- Drafting financial statements, footnotes, and SEC schedules
- Acting as an internal accounting department
- Conversion of S-Corp and LLC structure to C-Corp public structure
- Preparation of pro-forma deferral taxes and provisions required as a C-Corp
- Preparation of historical financial statements, disclosures, and schedules for inclusion in registration statement
- Pre-IPO assessment of internal controls for purpose of meeting SOX requirements
- SEC registration
- Valuation analysis
- Internal control reviews and documentation
- Implementation of control recommendations
- Assistance in drafting Forms 10K, 10Q, AK
- Assistance in meeting quarterly and annual SEC reporting deadlines
- Assistance in drafting “Management’s Discussion and Analysis” (MD&As) in filings
- Due diligence with respect to potential acquisitions
- Preparation of pro-forma financial statements in connection with acquisitions
- Accounting for income taxes, including analysis of uncertain tax positions
- Providing schedules, analysis, trial balances, and support to independent auditors
- Assistance in preparing delinquent filings with the SEC
- Tax accounting consultation services
- Interim CFO services
- Internal controls and Sarbanes-Oxley compliance
Below are some highlights of our recent work: