PRE-DEAL

Due Diligence Support​

• Review target accounting policies for deal implications and quality of earnings analysis​
• Evaluate target financial reporting capabilities and quality for post-deal integration planning​
• Review accounting policy alignment and conformity between the buyer and the target
   

• Analyze accounting implication of transaction terms and provide structuring advice​
• Assist in preparation of terms of Transition Service Agreement (TSA) as applicable

TRANSACTION CLOSE

Closing Balance Sheet

• Prepare and review closing balance sheet for purchase consideration settlement and adjustment based on deal terms
• Prepare and review closing balance sheet based on US GAAP or IFRS standards

• Assist in purchase accounting and opening balance sheet
• Prepare technical accounting memo for purchase accounting conclusions
• Assist in footnote disclosure and pro forma as applicable
• Support audit of opening balance sheet
   

POST CLOSE

Financial Integration

• Chart of accounts alignment
• Buyer accounting policies, procedures and controls implementation at target
• Financial close acceleration and improvement
• US GAAP or IFRS conversion as applicable
• New financial and policy manual drafting
• Cash to GAAP conversion

CARVEOUT FINANCIAL STATEMENT

• Confirm and document transaction perimeter
• Understand financial data structure to formulate and document carve-out approach
• Gather supporting data and build baseline carve-out model
• Develop additional carve-out adjustments and document support
• Draft carve-out financial statements and footnotes
• Assist in additional transaction related carve-out support such as deal basis, sell-side due diligence, and SEC filings for spin-offs
• Assist in the planning and operationalization of separation and disentanglement of financial reporting
   

SELLER ACCOUNTING FOR THE DIVESTITURE

• Analyze the applicability of “assets held for sale” accounting
• Assist in the estimates of gains and losses for “held for sale” accounting treatment
• Analyze the applicability of “discontinued operations” treatment
• Assist in the preparation of derecognition of assets and liabilities upon the consummation of the sale, and the calculation of gains and losses
• Assist with the presentation of discontinued operations, including relevant disclosures
   

STAND UP THE CARVE OUT

• Assist the carve-out entity in the establishment of standalone financial reporting function, including:
  • Managing the process under a transition services agreement
  • Establish new accounting policies and procedures
  • Establish internal control over financial reporting procedures
  • Prepare periodic financial statements for both managerial and external purposes

ASSESS AND PLAN

• Evaluate a company’s readiness in the following areas:
  • Financial reporting
  • Tax function
  • People and resources
  • IT systems
  • Processes and controls
  • Corporate governance
• Identify gaps between the current state and future needs as a public company
• Prioritize areas of focus based on urgency, complexity and level of effort
• Formulate a roadmap and overall plan to achieve readiness for the capital market transaction
• Assessment of internal control environment for pre and post SOX readiness

• Uplift of financial statements (Both annual and Quarterly), footnotes and accounting policy documentation to comply with a PCAOB audit and SEC requirements
• Develop non-GAAP measures and KPI for public disclosure
• Draft financial information needed for the filing process – MD&A, pro-forma, selected financial data, diligence data, roadshow information
• Improve quarterly and annual close and reporting processes to meet public filing requirements
• Assist in navigating the process with an experienced Project Management Office (“PMO”)
• Refine tax structure as applicable and improve tax function and process for public company operations
• Conduct work force analysis and plan for new resource needs and compensation strategy as a public company
• Formulate public company corporate governance policies and structures
• Prioritize IT/process/control needs and start implementing critical changes

• Timely and accurate ongoing SEC reporting and compliance – quarterly and annually
• Implement changes to improve IT systems, financial reporting processes for greater efficiency and higher quality and security, and to support business growth as a public company
• Assist in implementing SOX controls program as well as remediation and testing for both ITGC needs as well as financial and process-oriented controls.

• Financial statement preparation
• Managing the financial statement restatement process, including preparation of required disclosures
• Development and preparation of Lender / Board reporting packages
• Covenant monitoring, forecasting and compliance reporting
   

• Audit support
• Technical accounting advisory
• Accounting standard adoption

• Extensive experience to support both short-term and long-term needs:
  • Interim controller
• Various supporting roles:
  • Financial Reporting Manager
  • Technical Accounting

FINANCIAL STATEMENTS & REPORTING

• Develop three statement reporting model
• Perform disclosure effectiveness reviews
• Financial planning & analysis
• Train client teams on use of tools and transition on-going responsibilities
• Implement new accounting standards

• Perform assessments of the close process and internal control environment
• Support the monthly close process
• Design and implement internal control remediation activities
• Prepare necessary control, policy and procedure documentation
• Provide client team training

• Accelerate the close cycle
• Implement process standardization and provide associated documentation
• Implement digital tools to support automation and enhanced data analytics

PROCESS ADMINISTRATION

• Manage the accounts payable and treasury cutoff process
• Provide cash disbursement management and tracking
• Calculate US Trustee fees and administer reporting

• Assess key systems to ensure they are ready to support the bankruptcy process
• Implement processes to support proper cutoff and on-going reporting requirements

• Prepare U.S. Trustee Reporting, including Monthly Operating Report, Form 426 and Post Confirmation Reports
• Identify LSTC and Reorganization Items
• Develop financial statement disclosures
• Implement Fresh Start Accounting