Mergers & Acquisitions

Improving the Way You Do Business

Appropriate Service for Your Business

Considering buying or selling a business? We help navigate your sale or acquisition, including evaluating potential offers, reviewing letters of intent (LOIs), creating a due diligence checklist, performing quality of earnings (QOEs), and providing guidance on the post-tax basis and post-closing tax return. Advice and services are tailored to fit each company, transaction, and industry.
Our clients are private, Arizona businesses in different stages of growth. Many clients have multiple U.S. locations and represent a variety of industries. Most recent transactions involved construction, medical and health care, technology, manufacturing, and restaurants.
Family-owners transitioning leadership and private companies purchasing or selling their businesses rely on our after tax cash flow estimates, negotiation assistance, and working and closing capital determinations.

Selling or acquiring a business is a new experience for most business owners. They need a CPA that can help guide them through the process. There are a lot of moving parts with a merger and acquisition, regardless of the tax situation.
Consider the economic situation. Is there a lot of cash on the table for merger and acquisition activity in your industry? Is there a lot of interest in your industry? What are the current valuation multiples?
What about the type of sale or acquisition? A “stock” acquisition is an ownership interest in a C or S corporation. The acquiring entity receives a tax basis in the stock acquired equal to the consideration paid. Keep in mind the target’s assets carry over at their historic tax basis.
In an “asset” acquisition, assets of the business are purchased instead of stock. The purchase of assets typically results in a step-up in the asset basis; the acquiring entity receives basis equal to the consideration paid and liabilities assumed.
No matter the situation, it is important to work with key professionals well-versed in current tax regulations and laws. Transactions involve a lot of subtleties and situations can change quickly.

We assist clients with:
  • Evaluating prior tax returns and financial statements for tax attributes, debt, equity, and other relevant information.
  • Considering equity in relation to historical working capital earnings from a valuation standpoint.
  • Performing quality of earnings to understand historical operations.
  • Evaluating management and ownership structure.
  • Assessing depreciable basis of assets for tax purposes.
  • Analyzing existing debt structures.
  • Determining the most tax advantageous structure.
  • Recommending alternatives for long-term tax and business structure.
  • Assisting with projected operations, which is required by some banking institutions.
  • Collaboratively discussing structuring of long-term and short-term financing.
Who We Help

Are you considering buying or selling a business? For your next sale or purchase, contact Christopher T. Coots, CPA, PFS™, J.D.Randy G. Brammer, CPA, CCIFP, or Leslie Prichard, CPA to discuss your situation.

Chris Coots
Christopher T. Coots, CPA
Brammer_Randy G._CPA_2019
Randy G. Brammer, CPA
Prichard_Leslie_CPA_2019
Leslie Prichard, CPA
Need Guidance and Help?
If you need guidance, give us a call and we will be happy to discuss your business, particular situation, and appropriate service.