We have extensive transaction experience in numerous industries. With senior level deal professionals involved in each step of the transaction, you will receive real-time answers to critical deal issues with a laser focus on key deal drivers.
We know how to efficiently gather and analyze data from a variety of sources which are necessary to assess the quality of a company’s earnings, working capital requirements, potential debt-like items, tax issues and other key value considerations. Further, our flat organization structure supports seamless transition of information and analysis to our Valuation Services and CFO Advisory teams to support client post-closing needs.
- Assessing the quality of a target’s earnings including the identification of non-recurring, out-of-period, non-cash, run-rate, pro forma, and other items that impact recurring revenue and EBITDA.
- Analyzing the composition of a target’s net working capital and associated trends.
- Understanding the composition of a target’s balance sheet, including quality of assets and potential debt-like items.
- Commenting on the quality of financial reporting, controls and systems.
- Identifying key business drivers, trends in profitability and associated risks such as adverse developments and concentration issues.
- Providing input into the purchase agreement and other transaction documents to capture items found during due diligence.
- Reviewing closing cash, net working capital, indebtedness, transaction expenses and other purchase price mechanism calculations.
- Tax Due Diligence: Perform tax due diligence to understand the tax profile of the company and identify potential tax exposures/opportunities.
- Tax Structuring: Identify a tax-efficient way to merge or acquire a business from an income and non-income tax perspective. Provide commentary around the tax aspects that should be included in the Letter of Intent and purchase agreement (e.g. tax basis step-up, tax-deferred rollover, indemnities, etc).
- Tax Modeling: Comment on the tax assumptions in the financial model to confirm that significant cash tax items are considered in computing future cash flows.
- Tax basis calculations: Compute tax basis in the asset being sold, including stock in a subsidiary.
Ironsides professionals have deep technical skills and experience to assist with independent valuations throughout the investment cycle from designing and assessing valuation policies and procedures to transaction and periodic market-to-market valuations.
With extensive business, financial instrument and intangible asset experience, our valuation services practice can support you in establishing the fair value of acquired assets for financial and tax reporting purposes. In addition, our valuation professionals can assist in determining business enterprise or equity securities values for portfolio valuations, impairment testing, or stock compensation.
Report / Monitor Value
- Periodic independent valuations of private investments
- Independent assessments of fund-prepared valuations
- Valuations for tax or financial reporting requirements
Create Value
- Develop, review, and test valuation policies and procedures according to industry best practices
- Pricing analyses of new investments
Enhance Value
- Value attribution analyses
- Independent appraisals when transferring assets between funds
- Financial modeling and valuations to support operational improvements and strategic decisions
Realize Value
- Independent valuations for boards/management for asset divestment
- Independent valuations for related party transactions or refinancing options
- Valuation support for dispute resolution purposes
Accounting support services
- 100-day integration assistance: Integration support including alignment of chart of accounts and monthly close processes, preparing budgets and forecasts, documentation of controls, rolling 13-week cash flow forecasts, and other post-close change management and back-office integrations.
- Analysis of Financial and Accounting Function: Assess existing processes and improvement opportunities related to the company’s finance, accounting and treasury functions, including monthly closes and reporting.
Performance improvement support services
- Performance improvement initiatives: Analyze existing operations and potential improvement opportunities such as SKU rationalization, pricing and contracting processes, analysis of real estate and other leases; liquidity stress tests, trapped cash analysis of working capital, and insurance requirements, cost / benefit optimization.
Tax support services
- Tax Opportunities: Implement tax planning opportunities identified during due diligence to reduce cash taxes during the hold period.
- Tax Filing Calendar: Prepare a tax filing calendar to ensure tax filings are timely on a go-forward basis.
- Remediate Exposures: Remediate the tax exposures identified during due diligence.
- Co-Sourcing: Provide an experienced tax professional on a part-time or full-time basis to temporarily be the company’s head of tax or fill other needs within the tax department.
- Processes and Controls: Identify and implement processes and controls around taxes to help mitigate future risk.
- Transaction Costs: Analyze the transaction costs incurred by acquirer and target to identify which costs are deductible, amortizable, or should be capitalized for tax purposes.
- Section 382: Prepare a Section 382 analysis to determine the availability of net operating losses and other tax attributes post-close.
- Tax Accounting: Assist with the preparation of the tax provision.
- Tax Compliance: Prepare federal and state income tax returns.
- Valuation of Tax Attributes: Prepare an analysis of the underlying tax attributes and the potential value a buyer can obtain from them (e.g. basis, NOLs, interest expense carryovers, credits).