BKD Helps Clients Secure Their Financial Future
The firm's CPAs and advisers go beyond the usual services
From left: a private equity investor at the ACG Rocky Mountain corporate growth conference in April consults with Brian Myeroff, director of BKD's transaction services division; Jeff Ronsse, managing partner of BKD's Colorado Practice; and Tony Giordano, president of BKD's corporate finance division.
At BKD, one of the nation’s largest CPA and advisory firms, it’s not just about taxes and audits any more.
Today, the firm helps clients with a broad range of modern business challenges. BKD’s Colorado practice has a staff of more than 130 professionals with expertise in myriad specialties, including investment banking, enterprise risk solutions, state and local taxes and technology.
“Our culture is that our people come to work every day thinking, ‘How can I help my clients solve the strategic questions they are asking?’” says Jeffrey M. Ronsse, CPA, managing partner for BKD’s Denver and Colorado Springs offices. “Our clients come to us because they are uncertain. They see something in the future that is foggy.”
The trusted advisors at BKD help owners and management look at their companies, connect with expert resources and take proactive steps to help the businesses thrive. “Our job is to help clients navigate the financial landscape and reach long-term goals,” Ronsse says.
Among BKD’s services is Thoughtware, a series of webinars and online articles for clients. The most widely read topic now is the Tax Cuts and Jobs Act of 2017, because the tax law changes created much uncertainty. “People don’t know what is going to occur in their businesses, and how to make decisions going forward,” Ronsse says.
The other current topic on business owners’ minds is succession planning. Baby boomers built their businesses, and now they are moving into retirement age. “They say, ‘What am I going to do in five years or 10 years? Am I able to transition this to management or to family? Should I sell the business?’” Ronsse says. “We spend a lot of time talking about the future.”
Selling a business can be a complicated process and often is the most important decision a business owner will face in their career, says Anthony M. Giordano, president and managing director of BKD Corporate Finance LLC. He runs the investment banking practice, which helps clients raise capital or buy and sell companies, among other tasks.
“As with any important decision, preparation is vital to generating the desired result,” he says. “We help our clients prepare their companies for a liquidity event and then quarterback them through a managed and competitive process.”
BKD Corporate Finance represents the seller about 70 percent of the time, helping clients understand their liquidity options, providing an initial valuation range and then managing a competitive process to find the right buyer and negotiate the transaction. BKD’s tax department and wealth advisors practice can be key to the selling process, helping sellers understand their after-tax proceeds from a liquidity event and answering the question of whether this is an amount that will allow them to maintain their lifestyle after the sale.
“Before we go to market, we want our clients to understand what will go in their pocket post-transaction,” Giordano says.
One trend now in the M&A market is increased sell-side due diligence or quality of earnings, which means a seller hires BKD’s transaction services advisors to examine the current financial condition of the company and the quality of the earnings.
“If a purchase price is retraded, the majority of the time, it is due to the EBITDA (Earnings before Interest, Taxes, Depreciation & Amortization) amount when the initial purchase price is negotiated at the LOI (Letter of Intent) stage, not holding up in post LOI financial diligence,” Giordano says. “Having the sell-side due diligence work completed before going to market can eliminate many post LOI negotiation issues.”
BKD can also help business owners prepare their business for a liquidity event or raise capital by consulting with the client in advance of going to market. Helping business owners understand what will make their businesses attractive is one thing, but just as important is helping them understand what might negatively impact their valuation or a successful sales process, such as customer concentration, poor accounting controls, a key employee wanting to retire or the timing of an exit. Other times, sellers might realize they don’t want to retire. BKD can help them structure a deal in which they stay with the company after it’s sold, maintain a meaningful equity stake, and potentially make more money after the second sale.
“Understanding our clients’ objectives and making sure the company is prepared for a capital raise or sale is critical to a successful outcome,” Giordano says. “Our strategic options consulting can help answer these questions in advance of going to market.”
One of BKD's volunteer activities included purchasing and wrapping gifts for the Gifts of Joy Holiday Gift Drive through the Mental Health Center of Denver. BKD adopted two group residences in Denver that house people overcoming homelessness as they work with the Mental Health Center of Denver to get back on their feet
Identity theft, network hacking and natural disasters could occur at any time and could expose your company’s vital information to attackers. BKD’s professionals help identify and manage risks by applying their knowledge of cybersecurity best practices.
One of the biggest cybersecurity threats today is social engineering, including phishing. BKD provides solutions to address the human element of security, assisting in the design and rehearsal of robust incident response programs, as well as helping clients educate their employees on how to protect themselves and the business.
“Our team can develop a phishing campaign where we actually create a fake email, and at the behest of the organization, send out the email asking people to click on bogus hyperlinks,” says Rick Lucy, Ph.D., director of BKD Cyber. “We keep track of how many times people click through, and if necessary, help the ‘clickers’ understand the risks of clicking on imposter hyperlinks, and how to tell whether it’s a phishing email.”
Phishing is the crafting of a message that is sent via email and is designed to influence the recipient to “take the bait” via a simple mouse click. Clicking on a hyperlink or an attachment in a phishing email can cause the recipient to inadvertently allow a fraudulent website to steal passwords and other information, or install malicious software. The mistake some companies make is to think they are too small to attract these attacks. Recently, an employee at one of BKD’s clients, a Northern Colorado nonprofit with fewer than 100 employees, clicked on a malicious email which resulted in their servers being held for ransom.
BKD was able to mobilize cybersecurity experts within two hours. “Our analytics expert was able to figure out where it started and where their vulnerabilities were,” Lucy says. “The client bought a new server, and our team configured the new equipment, reloaded their information from backup, and got them back in business in three workdays without having to pay the ransom.”
“Although there are many security solutions on the market, technology is no substitute for preparedness and education. It’s better to be proactive than reactive and to consult with experts to help develop a plan of action before a data breach happens,” Lucy says.
State and Local Taxes
Businesses need to be leery of the complexity of state and local taxes (SALT). “A lot of people think about state and local business taxes like they do their own resident state taxes, and think if I am a resident business I only file in Colorado,” says Mary L. Reiser, CPA, director in BKD SALT Services. “It’s much more complex from a business standpoint.”
The difference is that business owners must consider not only where their main office is located, but also where they sell products and provide services, and where customers are located. “Middle market businesses are expected to be aware of all of these triggers that exist in states,” Reiser says.
Recently, BKD worked with a business that was acquiring another company, and BKD advisors found that the other company had not paid various state taxes. “They were providing a direct mail service, and they honestly didn’t realize the product was taxable in all of those states,” Reiser says. “Our client got a $1.5 million purchase price reduction because of this exposure.”
These details are getting even more complicated now, partly due to the Tax Cuts and Jobs Act of 2017. Another factor is the U.S. Supreme Court’s 2018 decision in South Dakota v. Wayfair, in which the Court held that states may require out-of-state sellers to collect sales tax on sales made to customers in a state, even if the seller does not have a physical presence in the state.
“State and local tax is an area of major complexity,” Reiser says. “As our economy becomes more remote and more service-based, it becomes grayer and more difficult to navigate.”
Workers weld a frame for a riding lawn mower configured to order utilizing a cloud-based system that BKD helped implement.
Automation means more than moving from a paper-based system to software. It also means leveraging new technology to help a company maintain growth for years. BKD advisors recently helped one client, a lawnmower manufacturer in Arkansas, implement Microsoft Dynamics 365. Before, the company had used a combination of paper production orders and basic accounting software.
“If you walked through their warehouse, they had a lot of everything because they never knew what they needed,” says Jonathan Anderson, senior managing consultant for BKD.
The new cloud-based system features advanced enterprise resource planning (ERP) solutions, and helps the manufacturer with financials, procurement, materials management, warehousing and other tasks, from shop floor to salespeople in the field. “Currently, there is a big move to the cloud,” Anderson says. “We are able to empower a consistently more mobile workforce, and they can be connected to data and information wherever they have an internet connection over any device.”
The new system helped make the manufacturer so efficient and lowered its inventory levels so much that the company is using the freed-up capital to build another production facility. “They tripled their production throughput,” Anderson says. “They are the fastest-growing lawnmower manufacturer in the Unites States. They saw the future, and they knew that their current system couldn’t handle it.”
ERP implementation projects are challenging. Picking the right partner and advisor is key to a successful implementation.
(This content was sponsored by BKD.)