We are specialists of the middle market.  This is what we do; this is all we do.

We understand businesses which are owned and operated by entrepreneurs and their families.  We have served this market since 1957.  The challenges of navigating this market are not only financial but also inter personal.  Our diligence is not only designed to gain comfort around numbers which might not be audited, but also to do it in a way which respects the legacy of the founders as they are exiting the business.  We bring common sense solutions to resolve situations which could potentially create conflict during a transaction.  If you are looking to buy or sell a middle market business, we can help.

Buy Side Services:

  • Pre-Transaction planning including financial modeling, tax planning, and financing
  • Quality of Earnings Analysis (financials can be audited or not)
  • Evaluate accounting principles to assess if they inflate EBITDA
  • Tax structuring
  • Tax diligence
  • Proof of cash
  • Working capital analysis
  • Review purchase and financing agreement for appropriate terms and conditions
  • Review operating agreement to assist with waterfall allocations
  • Consult on purchase price allocation
  • Assist with opening financials of Newco
  • Related link:  Central Valley Meat Article

Sell Side Services:

  • Evaluate accounting principles and recommend changes to improve EBITDA
  • Help identify adjustments to EBITDA
  • For unaudited financials perform procedures to recognize revenue and expenses in the proper periods
  • Perform Quality of Earnings procedures
  • Recommend normal working capital levels
  • Consult on tax strategy to minimize taxes
  • Review purchase agreement and other closing documents to review terms and conditions