Our extensive experience and commitment to mergers and acquisitions sets us apart from our competition. With our resourcefulness and adaptability, we have repeatedly added value to our clients' transactions by:

• Recognizing bad deals early in the process
• Structuring deals to mitigate risk
• Quantifying the variables around expected future cash flows
• Analyzing historical contract gain or fade tendencies

Pre-Acquisition Services

We can identify "deal breakers" early in the process, before a significant amount of resources have been expended. We can help develop a reasonable purchase price, determine ways to adjust that price and identify issues that may arise during the negotiations and after the deal is done. In addition, we can analyze what value the acquisition will add to your organization from a financial and strategic perspective.

For equipment-intensive companies, we provide complete equipment appraisal services to properly value each asset.

Due Diligence

Our programs are designed to obtain the important information needed without the time and expense of an audit. We stress the importance of a quick turnaround time and therefore promise to email our completed report on the last day of our fieldwork. Our findings have saved millions of purchase price dollars and, in addition, our hourly rates are well below those of large national firms.

Integration/Post-Acquisition Services

There may be significant integration and transition issues with which we can assist you, including:

• Internal audit
• Technology integration activities
• New internal reporting responsibilities
• Forecasting and budgeting
• Tax planning, contractor licensing and prequalification

Structure Determination

Structuring often requires balancing your interests with those of co-investors, sellers, managers and lenders. Our firm has expertise with the many formats available for structuring mergers and acquisitions, such as a taxable stock acquisition, a taxable asset acquisition, a forward triangular merger or a reverse triangular merger. Choosing the right structure for your transaction will be a focus of our team.

Federal and State Taxes

Tax issues will arise as a result of acquiring a company. Our firm has dealt with the IRS requirments for the format you choose for your transaction and are experienced in preparing consolidated returns, short-period returns, look-back interest computations, and IRC § 338(h)(10). State and local tax assistance includes, but is not limited to, the following:

• Initial tax registrations, including state corporate income, sales, franchise and employment registrations
• Preparation of short-period state tax returns
• Preparation of state and local income, sales and property tax returns
• Assistance with local tax issues and registrations

We are also very familiar with the various state contractor-licensing issues that arise from an acquisition. For example, Arizona does not allow a company to keep its current contractor license when it is acquired by another company. There is no grace period to obtain the license, so proper planning is the only way to avoid a minimum 90-day delay in meeting the state licensing requirements.

State prequalification requirements add another level of complexity to the construction industry. These DOT application and certification requirements necessary for highway and bridge contractors prior to submitting any proposals to a state letting can be significant.

Davidson, Golden & Lundy has developed tax and licensing guides specific to 12 states in the Southeast that discuss everything a contractor should know about setting up business operations in those states. The Contractors’ State Highway Prequalification Guide, Contractors’ State Licensing Guide and Contractors’ State Tax Guide are available for Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Texas and Virginia. Although these guides are limited to the Southeastern states, we have experience dealing with contractor tax and licensing issues in all 50 states.

Because we are accustomed to working with the myriad personalities exhibited within the construction industry, we can effectively communicate with these individuals at all levels. In addition, our people are more qualified and experienced in acquisitions of construction companies than any of the national firms. Therefore, we will provide you with a much more useful end product delivered by the most efficient method.

We would again like to stress the timeliness of our reporting and the reasonableness of our fees. These two factors are critical to a successful acquisition effort. In addition, our firm can identify many operational, information and communication issues that will occur before and after the acquisition. We can help resolve these concerns before they become a problem.