Due Diligence for the Middle Market

Transcription

1 Due Diligence for the Middle Market Financial due diligence isn t just about looking at the raw numbers. A successful report must also look at other aspects of the business including Quality of Earnings, human resources and information technology. BCG & Company is a full service accounting and consulting firm with human resource consulting and information technology expertise. Our diverse and experienced professionals work diligently to provide you with a report that will help you make wise business decisions. We are an independent member firm of the International Group of Accounting Firms (IGAF). IGAF Worldwide is the strongest association of independent accounting firms in the world, providing a wide range of tools and resources to help member firms furnish superior accounting, auditing, and management services to clients around the globe. 1

2 Leading the Way... Our Merger and Acquisition Services Group is comprised of specially trained individuals who exclusively focus on due diligence, business valuations, tax planning, information technology assessments and human resource reviews for individuals, businesses, attorneys and other professionals. The Merger and Acquisition Services Group at Brockman, Coats, Gedelian & Co. is known for its cutting edge approaches, thorough reports and integrity. In addition to working with a team who has been nationally recognized for their expertise in mergers and acquisitions, your engagement will also include advisement from award-winning tax and audit professionals, progressive technology advisors and our seasoned HR specialists. About BCG & Company With two affiliates operating in multiple states, BCG&Co. goes beyond traditional accounting and consulting services. Dedicated to shaping the futures of those to whom we provide services, our professionals are on the forefront of implementing current best practices and innovative solutions for clients. BCG&Co. is an independent member of IGAF (International Group of Accounting Firms) Worldwide. IGAF Worldwide is one of the largest associations of its kind in the world, it provides member firms with the strength and capabilities of a large, worldwide organization with diverse technical skills and geographic representation. 2

3 Services Mergers & Acquisitions Companies frequently turn to M&A deals for faster growth and aggressive expansion as an alternative or complement to organic growth. When you are buying a business, our professionals have the experience, credentials and training needed to provide a thorough analysis of the transaction at hand. Below are a list of services available to assist you in viewing the whole picture: Assessing the quality and sustainability of earnings and cash flow Requesting relevant information from targets Assisting in the financial and/or valuation analysis of targets Developing strategic tax and financial plans Conducting financial, tax and accounting due diligence Assessing the target s accounting system, internal controls and computer systems Providing tax compliance services, including tax return preparation Providing accounting and auditing services Reviewing business, accounting and tax aspects of legal documents, including definitive purchase agreements, merger plans or other agreements and contracts. Business Valuation With so many methods for evaluating the worth of a business, it can be difficult to know which is appropriate. Having certified valuation analysts with accreditation in business valuation, and an accredited senior appraiser, ensures that an appropriate methodology is applied to each unique situation. Mergers, acquisitions, sales and divestitures Purchase price allocations Buy-sell agreements Business dissolutions or re-capitalizations Goodwill impairment Shareholder options Incentive compensation programs Succession planning Additional Due Diligence Areas of Expertise IT Security Post Transaction Cash Flows IT Structure Determination of Future Workforce & Capital Expenditure Needs HR Audit Review of Cost Accounting System Compensation Analysis Analysis of Internal Controls Trend Analysis of Historical Financials 3

4 Experience Transactions Industries Served Manufacturing Financial Services IT Distribution Printing Research Construction Staffing Healthcare Retail Education & Training In addition to being Certified Public Accountants, our professionals also hold the following certifications to ensure your situation is handled by knowledgeable professionals: - Accredited Senior Appraiser (ASA) - Accredited in Business Valuation (ABV) - Certified Valuation Analyst (CVA) - Certified Fraud Examiner (CFE) - Certified in Financial Forensics (CFF) - Masters of Taxation (MT) - Certified Construction Industry Financial Professionals (CCIFP) - Multi-Disciplined Information Technology Professionals - Senior Professional in Human Resources (SPHR) - Juris Doctorate (JD) We are dedicated to ongoing training and education so we can apply cutting edge methods and practices to your engagement. Testimonial As an active professional in the M&A industry, I often confer with BCG&Co. as business advisors when considering or working on deals. The professionals at BCG&Co. are well known and respected experts in this industry for their depth of knowledge and resources, which makes recommending them easily acceptable to other advisors. Sr. Vice President, Leading Investment Bank Credibility Called upon by local and national media, our experts contribute their time and expertise to educating and creating awareness in the fields of mergers and acquisitions, business valuation and forensics. Below are just a few of the outlets where our expertise has been called upon: 4 In Print (includes) The Wall Street Journal Practical Accountant Magazine Crain s For Courts (includes) The Supreme Court of Ohio New York Stock Exchange Arbitration United States Bankruptcy Court County Courts In Person (includes) Ohio Society of Certified Public Accountants Conferences Auditor of State of Ohio Conferences Ohio Employee Ownership Council Institute of Management Accountants National, Regional and State Conferences University Lectures

5 Profiles Ray Lampner, CPA, ABV, CVA Ray is director in the business services department and leader of the firm s mergers and acquisitions group. He performs professional business valuations for purposes such as mergers and acquisitions, bank financing, estate and gift tax planning, shareholder disputes, and ESOP s. He has guided countless businesses through the due diligence process of mergers and acquisitions. Ray has been called upon by media such as The Wall Street Journal for his expertise in such transactions. Ray Dunkle, ASA, CPA, ABV, CVA, CFE, CFF Director of the firm s forensic and valuation services group, Ray has a broad accounting background in audit, review and compilation services in addition to significant business advisory experience including financial projections and forecasting. Ray is a contributing author to the book, Make the Leap: From Mom & Pop to Good Enough to Sell and is often called upon to speak or provide interviews on topics such as valuations and forensics for local, state and national media outlets. Dave Brockman, CPA Dave is managing director and co-founder of BCG&Co. Having practiced with regional and national accounting firms, he has a strong client service background in accounting and auditing, with an emphasis on management advisory services. Dave works with a variety of privately held companies and nonprofit organizations, providing professional guidance with many specialized needs, including: merger and acquisition assistance, financial statement projections and budgeting and cash flow analyses. Laura Culp, CPA, MT, CCIFP Director in the firm s tax services department, Laura combines a strong client service philosophy with tax planning expertise to develop practical money saving strategies for owners of closely held businesses. She has extensive knowledge in the areas of merger and acquisition, succession planning, multi-state income and sales tax compliance and planning. Laura s industry specializations include construction, real estate, manufacturing, distribution and service companies. Tom Gedelian, CPA Tom is a co-founder of BCG&Co. and director in the tax services department. Having held management positions in regional and national accounting firms, as well as serving as an IRS auditor, Tom emphasizes effective, practical tax planning to save taxes and achieve financial and personal goals. He has specialized experience addressing the unique needs of manufacturing, real estate and construction companies. Don Snyder Don is director of consulting and development services for BCG&Co. s technology affiliate BCG Systems. He brings over 25 years experience in providing leading edge information technology solutions for mid-sized and Fortune 500 organizations. He has guided many clients to achieve their business goals by implementing mission critical business applications, utilizing proven methodologies and project management. Jim Krosky, SPHR Manager of the firm s Human Resource consulting practice, Jim has specialized expertise delivering customized solutions to organizations seeking cost-effective resolutions of human resource-related projects and issues. Jim has over 13 years of experience auditing, assessing and developing HR related processes including internal controls review, compliance and advisory, compensation and benefits analyses, safety and risk management, organizational development, and termination and outplacement. 5

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7 Services Caring People. Shaping Futures. Contact Info: Raymond A. Lampner, CPA, ABV, CVA Merger & Acquisition Services (330) Raymond H. Dunkle, ASA, CPA, ABV, CVA, CFE, CFF Forensic & Valuation Services (330) Merriman Road Akron, Ohio Phone (330) Certified Public Accountants and Consultants 7