The case studies below provide a glimpse of the diversity of projects that we have delivered for our clients.
Through this diversity is a consistency of attention to detail, collaboration, independent thinking, and relentless focus on enabling clients' objectives.
Securitisation
"A large firm could not have got us to be where we needed to be within the time available"
LSE Main Market Group Finance Director
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We supported a listed financial services company in planning its first securitisation structure. The client needed clarity on the accounting implications of the structure – in particular whether the securitisation vehicle would be consolidated - in order to provide forward guidance to the market.
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We advised where changes could be made to the structure that were commercially acceptable and would strengthen the case for the accounting outcome desired by management. We prepared an accounting analysis of the proposed deal structure, focussing on the key judgments, sensitivities and risks.
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Our analysis was used by management to agree the position with the company’s auditor and give our client confidence in proceeding.
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Crucially we were able to start our work immediately on instruction, and we had no independence restrictions meaning we could deliver our advice within days and without limitation, meeting the pressing requirements of their anouncement timetable.
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We performed an in-house transaction lead role working closely with the CFO and CEO of a shipping company undertaking a Class 1 acquisition.
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We prepared the pro forma financial information, working capital forecasts and contributed to the legal and accounting aspects of the sale and purchase arrangements. We worked closely with the client's general counsel, external lawyers and external tax advisers to ensure planning was joined up and all areas of cross-over were addressed.
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We analysed all aspects of a multi-layered earn-out arrangement including building an accounting model for consolidated and entity accounts in future periods.
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On a following transaction for the same client we provided forecast cash and accounting scenario modelling, managed an FSA-registration, and were the principal point of contact with the target through the due diligence and completion process.
Technical support
"You are on our quick dial for any complex accounting"
LSE Main Market Group Financial Controller
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We were initially referred by a large firm which was unable to advise the client in respect of its distributable reserves due to audit independence issues.
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Through that work we have established ourselves as the primary source of independent accounting advice on all accounting issues as they arise. Subsequent projects have included:
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leading the transition to IFRS 15 and drafting of accounting policy papers;
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advising and consulting on their approach to adoption of IFRS 16;
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simplifying the legal group structure; and
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purchase accounting and impairment testing.
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Our support enables the lean finance team to focus on the areas that are most important to their businesses without needing to get into the weeds of technical issues. We provide the analysis and advice that presents them with the justifications and/or clarity of the management decisions and judgements that need to be made.
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We have a flexible reporting style able to distil key issues to the Board, or to adopt a structure and approach that provides a robust basis for the auditor to undertake their review. A well reasoned initial paper is normally the quickest route to an auditor concurring with the judgement of directors, and we can bring our experience of being in a technical team to this role.
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We supported a listed industrial products company in an internal reorganisation to create distributable reserves to ensure its annual dividend policy could be met.
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Despite having significant retained profits in its accounts, our analysis of distributable reserves discovered that significant amounts of profits were not legally distributable. We designed a number of internal reorganisation steps that created sufficient distributable reserves to allow the directors to declare its proposed annual dividend confident that it had the necessary reserves. We also set out options to ensure a buffer of reserves could be created at a later stage.
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The internal reorganisation was designed to ensure it could be completed quickly and did not require extensive external shareholder or other consents / notifications. As well as creating distributable reserves it protected the parent company PLC from future impairments and “de-risked” the corporate structure.
Share buyback
"You provided hands-on support to navigate us through some pretty complex issues"
AIM Finance Director
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We guided an AIM listed natural resources group through its maiden distribution - a tender offer. Due to the timing and circumstances this involved mapping out for them the pathways needed depending on whether it took place ahead or after their next year end and then leading them through implementation.
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Key issues included the adoption of new accounting standards in the period, advising on the form and content of 'relevant accounts', the basis for a change in functional currency and the practical approaches to implementation.
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Over the course of 3 months we managed a task plan, coordinating with the group finance director to ensure the company was on track with each workstream, and that there was coordination between the lawyers, NOMAD and finance team. We provided various levels of support and written advice on technical matters to the Board, Finance Director and the auditors to underpin the robustness of the transaction.
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We also provided hands on support preparing tools and schedules to assist, drafting accounts and disclosures, and providing review, oversight and challenge.
