Starting, maintaining and growing a business in today’s competitive financial environment is a rewarding process. Our goal is to help our clients recognize growth opportunities within their existing operations, evaluate potential risks, and implement profit enhancement measures. We assist our clients in designing and implementing results-oriented solutions that maximize the effectiveness and future strength of their organization. Our strategic planning sessions focus on creating new ideas and different ways to accomplish the following:
- Increasing Business Profitability
- Exploring Alternative Growth Strategies, including M&A
- Tax Efficient Asset Protection and Management
- Improving Cash Flow
- Enhancing Operations
- Identification and Management of Key Performance Indicators (KPIs)
- Owner Exit / Transition Planning
- Building Company Value
Mergers, Acquisitions, and Divestitures Advisory
Our clients engage us for various phases of the mergers and acquisitions process. Wright Ford Young & Co. has advised on over $1B of M&A transaction value since 2017. We are able to deliver on special procedures that assist the buyer on qualifying the buy-side transaction criteria and validating the accuracy of the valuation. We can also advise business owners on specific company enhancement strategies to maximize the potential valuation in advance of entertaining LOI offers in the event of a financial or strategic sale consideration.
First, our team members conduct due diligence on the potential acquisition, and when a not-for-all-cash deal is considered, we conduct due diligence on the acquirer. We also strategize with our clients and attorneys regarding valuation and measurements to use in an earn-out situation. We advise buyers and sellers of the tax opportunities regarding purchase price allocation. In the covenants and warranties area of agreements, we work with our clients and their attorneys to ensure they are not warranting something that is not valid or warrantable. We also let our clients know when it’s not in their best interests to close a deal. In those cases, we help our clients understand why we advise them to walk away.
Our Business Advisory Experience
In addition to the normal activities of auditing financial statements and preparing tax returns, Wright Ford Young & Co. has helped its clients in a wide range of consulting matters. While “consulting” can encompass many subjects, we believe that the best way we can demonstrate our relative experience in this area is through real life examples. The following is a sampling of consulting projects that we have worked on with our clients. If we proactively communicate with each other during the year, we might likely discover opportunities to help you structure your business or investment opportunities in the most tax efficient manner:
A client that had held raw land for several years and was about to develop it when they came to us for advice. As a result of that action, we designed a strategy that allowed our client to sell that land to a development company they set up to develop the land. The result was capital gain treatment on 80% of the gain instead of the anticipated ordinary income from the eventual development and sale of the inventory created by the subdivision.
We were engaged to render an official Tax Opinion Letter to be relied on by a national CPA firm and law firm for a $130MM M&A transaction. Our team conducted fact finding, research, and authored the opinion, had numerous dealings with the CPA and law firms on the commentary, and our opinion ultimately was accepted by the buyer’s CPA. A tax opinion letter of this nature would typically take a minimum of 60 days; we completed in 3 weeks to meet the closing deadline.
Our firm developed an exit strategy for the four founding shareholders of a Company which resulted in these shareholders receiving, in cash, the fair market value of the business inside of three years. The exit strategy consisted of a complex deferred compensation plan and the introduction of 12 new shareholders in a well thought-out transition plan.
We had a client in an industry that was waning. The company had several years’ back to back losses, but had a great client base. We helped them negotiate a “deal” with a buyer that was never allowed to look at the financial statements. We allowed them to only focus on the client base and the known industry “gross profit” from such a base. The company sold that base for millions of dollars and avoided bankruptcy.
We had a partnership under Franchise Tax Board audit. The partnership had partially disposed of plans for a master planned community that was rejected by the city. We developed a position to write-off the more than $50 million costs and prevailed with a “no change” in the audit that took place over 2 years.
A manufacturing client acquired a company on the East coast. The acquisition cost was $100 million. We were involved in the due diligence process, onsite at the target location, as well as structuring the deal to maximize and accelerate the future income tax deductions.
The founding partner of our firm has sat on the Advisory Boards of several of our clients. He works with each client on various exit strategies for the founding shareholders including the potential sale of the business to third parties, a partial sale to management or a complete management buyout.
One of our clients that started out with our firm in 1973 with less than $100,000 in annual sales, sold for a mid-eight digit amount. We oversaw the growth of the company’s systems, bank financing, acquisition analysis, audits, tax planning and final negotiations throughout the 30 year process.
We had a client that was attempting to grow through acquisitions. Based on the target company’s internally prepared financial statements, a proposed purchase price was agreed to, subject to due diligence review. Through the process, we discovered significant tax issues and other under recorded liabilities. The target company’s income was also determined to be far less than it had initially been reported. The result was that the company was eventually acquired for less than one third of the original offer.
We were engaged by a manufacturing client that had never taken manufacturing tax credits. After reviewing their past years’ tax returns, we filed amended tax returns back to the start of the statute of limitations and got back for them over $150,000 in refunds.
Two shareholders of a corporation had a falling out with two other shareholders. The corporation owned several operating properties. We designed a structure to split-off some of the properties in a business divorce among the shareholders while deferring any immediate tax consequences in a tax-free reorganization.
A client was in the process of purchasing stock from an exiting shareholder. The purchase was originally designed to be strictly cash for stock. The hidden tax cost of that design was a 70% inflated cost due to the pretax income needed to purchase the non-deductible stock. We designed a combination stock/consulting structure that left the seller with the same after tax result and lowered the cost to the buyer by 70% of the hidden tax costs.
A client wanted to grow via acquisitions and, at the same time, reduce the amount of competition in this niche service industry. The client had two acquisition targets. We performed all of the due diligence work on the targets. As a result of our work and analysis, our recommendation to our client was to not make the acquisitions.
Recently, a client of ours was approached by a European company with an offer that sounded too good to be true. Shortly after they received the offer, they had a significant customer cancel a large portion of their orders. Their initial reaction was that when they told the acquiring company, the deal would be dead. We helped our client prepare projections and estimates as to the effect of the lost business for presentation to the acquirer and, as a result, the deal was concluded without a reduction to the offered price.