Accuracy provides valuation, carve-out and forensic accounting assistance to a large distribution and retail company in Spain.
Context
The company has two main businesses in Spain: distribution and retail. The country-wide distribution business consists of press logistics and the distribution of collectibles and other small retail items. The retail business includes the operation of a chain of airport stores and speciality shops.
The company was selling its distribution business internally, and we were asked to participate in the carve-out and valuation process for the relevant assets and liabilities. The valuation was required in order to assign a market value to the retail parts of the company that would be transferred, in compliance with international transfer pricing regulations on intercompany sales. The purpose of the carve-out was to determine which specific assets would be transferred and to coordinate the internal teams.
In addition, we were also asked to help the company reconcile its accounting systems following the acquisition of a small package delivery broker.
How we helped
For the purposes of the valuation, our client provided us with several models, which we used to help project future results in order to determine a normalised free cash flow. Using the cash flow figures, we were then able to arrive at the book value of the assets.
Following the valuation, we provided carve-out assistance. This involved two steps: first, identifying the assets and liabilities to be transferred; second, coordinating internal teams to achieve the execution of the carve-out.
For the first stage, we pinpointed parts of the business that were easy to discard from the carve-out, including retail stores and inventory wholly related to the retail business. The difficulty arose in differentiating carve-out assets within the company’s larger corporate structure. For this, we helped our client to determine the criteria by which assets and liabilities would be allocated.
For the second stage, we coordinated our client’s internal teams to gather information pertinent to the carve-out. This involved obtaining legal documents, presenting information to the tax authorities, defining potential IT issues, identifying the personnel to be transferred and recalculating certain long-term provisions.
During the forensic accounting process, we were responsible for identifying what caused the differences in the financial records and establishing mechanisms to prevent invoicing and accounting issues in the future. We even provided a temporary accounting manager to replace our client’s own, as they needed someone who could effectively handle the stress and complexity of the situation.
Outcome
Our work culminated in clarifying the company’s accounting procedures and ensuring that it was prepared to manage its accounting operations successfully in the future. In addition, the carve-out process resulted in the smooth transfer of the distribution business to a new subsidiary of the group.
