Are you aware of the warning signals when analyzing acquisition targets?  Alex Cook, president of Voyant Advisors LLC, discusses five issues to look out for when analyzing a company’s financial reporting. To find out more on the CFO article, click: Accounting Issues Mask a Seller’s True Value. ...

Dispute Defensible Best Practices, Part 3 of a three-part series In this third part, the last of a three part series, the author stresses that in order for a policy “review” or annual statement to rise to the level of a true “audit”, it needs to incorporate all elements of the above criteria. It needs to do this in a format providing actionable information. Without actionable information, a “review” cannot ...

If It’s Ready Scott Bulloch, an exit planning professional and advisor, shares his views on why now companies with EBITDA of $1,000,000 or more are attractive to private equity. While there are companies that will meet the minimal thresholds, not all are ready. Is your company or that of your client’s ready for private equity? ...

Disputes Defensible Best Practices (Part 2 in a 3-Part Series) In this second part of a three part series, the author looks at examples of how potential catastrophes have been avoided or reversed by employing a comprehensive policy audit. He then focuses on what is needed to make a policy audit dispute defensible. ...

Dispute Defensible Best Practices (Part 1 of 3) TIn this first part of a three part series, the author suggests that while there are many articles about how to properly analyze a life insurance policy to determine its value, the critical analysis that is needed is not to ascertain value, but to determine viability. Professional advisors involved in buy-sell and exit and succession planning will want to foll ...

M&A is an infrequent occurrence among business development companies (BDCs). “Under the external management model, the opportunity for material cost savings is limited, and prices at or near NAV indicate that investors assign little ‘franchise’ value to the lending and origination platforms.” Travis W. Harms, of Mercer Capital’s Financial Reporting Valuation Group, discusses the recent acquisition of MCG Ca ...

Companies often use contingent consideration when structuring M&A transactions to bridge differing perceptions of value between a buyer and seller, to share risk related to uncertainty of future events, to create an incentive for sellers who will remain active in the business post-acquisition, and other reasons says Lucas M. Parris, a senior member of Mercer Capital’s Financial Reporting Valuation Group ...

M&A activity has accelerated substantially in 2014 following the financial crisis.  When an acquisition proposal is being weighed, there needs to be a thorough vetting of the buyer’s shares.  A fairness opinion evaluates the investment merits of the shares before and after a transaction is consummated says Jeff K. Davis, CFA with Mercer Capital.  This article discusses the key questions you need to ask ...

A Case Study An ESOP is one of many options available to business owners considering succession-planning options. There are substantial advantages, but there are also regulatory and cost considerations. A feasibility study may suggest whether the ESOP is an appropriate option. In this article, authors Kelly Finnell and Andrew Holmes share their views on when an ESOP is feasible using a case study. ...

A Note on ESOP Valuation[1] One of the most critical issues regarding valuation is the concept of adequate consideration.  The ESOP trustee cannot pay more than “adequate consideration” for the stock it purchases.[2]   In the context of an ESOP, ERISA defines adequate consideration as the stock’s “fair market value…as determined in good faith by the trustee…”[3]  The proposed Department of Labor regulations ...

Revenues in veterinary practices continue to climb, but profitability has fallen. The supply-demand currently favoring sellers is about to change, and that is expected to impact sellers. These practices have options—other than selling to a consolidator—and will remain attractive to associates; however, vet practices will need to be proactive to control costs to command a better price. ...

  While the Comcast/Time-Warner merger is pending with the FCC, another mega deal has fizzled out. Toy giant Hasbro got cold feet in its $3 billion bid for DreamWorks Entertainment after its stock slid five percent after investors deemed the price way too high. Not to worry though, a new report from Ernst & Young showed 40 percent of media executives surveyed said they expected to make a buy someti ...

  Merging with or acquiring another company isn’t just about consuming or becoming bigger than the competition. In an in-depth article with ABF Journal, Phil Isom and Dan Tiemann of KPMG outline the deals their organization has pursued in the last 12 months and the strategies behind them. The authors detail how M&A can and should be used as a growth strategy with an eye on bringing new talent, tool ...

  At the close of August 2014, $1.1 trillion passed through American hands in M&A deals, while the global tally was $2.4 trillion. Those totals mark the highest year-to-date volume since 2007. While that’s great for the industry, not all these deals ended happily. When anticipated value doesn’t materialize after the deal is done, disputes can arise, usually involving future payouts related to perfo ...

Because the economic recovery we’ve all been told is happening never really arrived, dollar stores across the United States are doing big business these days. Because of that, there’s a huge takeover battle going on between the nation’s three largest dollar store retailers. Apparently, there’s billions to be made, one dollar at a time. Family Dollar Stores (FDS) originally rebuffed an unsolicited $9.1 billi ...

  Netflix is the latest company to join a petition asking the Federal Communications Commission (FCC) to deny the pending $45 billion Comcast / Time Warner merger. In a 256-page report, Netflix details how the merger will give the new entity too much control over the internet, and that this new power will enable it to stifle online video distributors that it sees as competition. Comcast continues to ar ...

Analyze early and avoid earnings surprises The purchase price allocation (PPA) process is often treated as an afterthought in mergers and acquisitions (M&A). Thinking about PPA can help guide a deal to a more predictable conclusion. In the most rewarding deals, a prompt PPA process helps acquirers analyze, from a financial reporting point of view, the primary drivers or intangible values associated with ...

CPAs can increase billings by catering to exiting baby boomer business owners. Baby boomer businesses may represent a material percentage of a CPA firm’s clientele. As a record number of these business owners begin the succession/exit process, hidden opportunities exist for firms to increase billing, if you know how to spot them. ...

  As if the general public hadn’t lost enough faith in the stock market with recent revelations of rigged deal-making that benefits only a few, a new study shows that 25 percent of all M&A deals between public companies involve some kind of insider trading. The study, conducted by McGill University and New York University, looked at informed trading activity in equity options prior to the announcem ...

Capitalizing on the trend The need for transition planning services has grown over the years and will continue, representing a lucrative and successful practice area for financial professionals. Harry Haigley, CVA, MBA, explains what practitioners can start doing to build their practice today. ...