IPOS Initial Public Offerings
IPOs are an exciting time in the lifecycle of a company. It is an acknowledgement by the markets of the company’s past success, future prospects and validation of management. It can provide liquidity to fund strategic initiatives, modify a company’s capital structure and provide currency to reward and incentivize key personnel. Getting there is a long and challenging process and once public, there is a long list of new demands on an organization. We can assist you in evaluating your readiness to become a publicly traded company, preparing a registration statement and planning for the day one requirements of being a listed business.
We can assist you in the following ways:
- IPO readiness evaluation
- Registration statement assistance, including financial statement, MD&A and other disclosures
- Audit documentation and support
- SEC comment letter review and response assistance
- Day one planning and execution
- Project management
Divestitures
Companies often divest of non-core businesses or spin-off businesses to enhance overall shareholder value. Divestitures may result in sale of part of the business or shareholders obtaining an ownership interest in a separate entity. Doing so, however, raises a number of unanticipated issues for the seller. Depending on the potential buyer, the sale of a business may necessitate presentation of audited financial statements which historically may not have been issued. Another complexity is if the sale does not represent a separate legal entity, but perhaps a division, group of assets or something less. The buyer still may require audited financial statements which comply with unique accounting rules. A foreign buyer may require the financial statements to be presented on a basis other than US GAAP (e.g., IFRS).
We can assist you in the following ways:
- Data room assistance
- Carve-out methodology assistance and model construction
- Financial statement preparation support
- MD&A preparation support
- Audit documentation and support
- Discontinued operations identification and disclosure assistance
- Project management
Mergers and Acquisitions
Strategic acquisitions can be critical to the long-term success of a business. An acquisition brings a host of challenges in order to realize the anticipated benefits. Depending on the consideration exchanged in an acquisition, the acquirer may be required to file a proxy statement. We can assist you in both pre and post acquisition activities which includes accounting and reporting for an acquisition and advising you on the post merger integration considerations.
We can assist you in the following ways:
- Due diligence assistance, including review of target auditor’s workpapers and procedures on target’s pre-acquisition balance sheet
- Significant subsidiary determination and pro forma financial statements
- Acquisition accounting and disclosures assistance
- Assistance in working with valuation specialists
- Audit documentation and support
- Journal entry creation and support for push down of new fair values to subledgers
- SEC comment letter review and response assistance
- Post-merger planning and execution
- Project management
Technical Accounting
The proliferation of accounting rules and interpretations makes it challenging for the best of accounting departments to stay current. Unfortunately, compliance with such rules is not discretionary and your auditors may not be able to provide guidance at a level that would ultimately have them auditing their own work. We can provide you with whitepaper memos to support your analysis and conclusions, assist you in quantifying any necessary adjustments, and assist you through the audit process by working closely with your auditors. As part of their review of annual reports, the SEC may ask certain questions related to accounting and disclosure through its comment letter process. We can assist in drafting or reviewing your responses to SEC comment letters.
We can assist you in the following ways:
- Revenue recognition
- Share-based compensation
- Business combinations
- Employee benefit obligations
- Leases
- Consolidation
- Restructurings
- Asset retirement obligations
- Segment reporting
- Goodwill and non-financial asset impairment
- SEC comment letter process
Temporary Executive Finance Staffing
We understand that there are times where a temporary resource is required to backfill a position or to fill a position until a permanent resource is identified and hired. We are able to provide temporary management level resources such as a CFO, Controller, Chief Accounting Officer, or Director of External Reporting.
IFRS Conversion
Companies that seek financing outside the US may be required to prepare financial statements under IFRS. This is no small undertaking and may have significant implications to a business beyond its accounting and finance department. Additionally, as IFRS is not widely used by companies in the US, there is a shortage of trained and experienced IFRS resources in the US.
We can assist you in the following ways:
- IFRS conversion assessment
- IFRS accounting and financial statement preparation support and assistance
- Audit documentation and support
- Day one IFRS planning and execution
- Project management
Bankruptcy
A company may enter into a plan of reorganization to restructure its obligations with creditors and enable it to have better opportunity to be successful in the future. Companies that emerge from Chapter 11 bankruptcy may trigger “fresh start” accounting rules which effectively follow the acquisition method of accounting. There are also special disclosure requirements.
We can assist you in the following ways:
- Fresh start accounting evaluation and financial statement preparation assistance
- Assistance in working with valuation specialists
- Sub-ledger push down methodology and assistance
- Audit documentation and support
- Project management
Restatements
Accounting standards can be complicated and errors unfortunately happen. While restatements are certainly not expected, the way in which a company responds is critical. Executing a thoughtful plan is critical to restoring shareholder value and confidence in management. Companies may be subject to delisting proceedings or may have obligations accelerated. Restatements may involve regulatory scrutiny, litigation and other investigations.
We can assist you in the following ways:
- Accounting assistance to correct errors
- Restatement model creation and maintenance
- Financial statement and SEC periodic filing amendments
- Audit documentation and support
- Regulatory or other investigation support
- Project management
Key clients served include:
