Whether you’re acquiring a competitor to accelerate growth or selling the business you’ve spent decades building, mergers and acquisitions are among the highest-stakes financial events a business owner will ever navigate. A deal structured incorrectly can cost hundreds of thousands of dollars or turn a good acquisition into a financial burden.
FJ & Associates, PLLC provides CPA-led M&A advisory for Utah buyers and sellers — working alongside your M&A attorney or business broker to ensure the financial and tax dimensions of your transaction are handled correctly.
📞 (801) 927-1337 | ✉️ admin@cpaone.net
M&A Advisory for Buyers
Financial Due Diligence
Before you sign a letter of intent, you need to understand what you’re actually buying. We perform buy-side financial due diligence: verifying revenue quality, normalizing EBITDA, assessing accounts receivable quality, reviewing inventory for obsolescence, examining liabilities and contingent obligations, evaluating customer concentration, and identifying related-party transactions that may not survive ownership change.
Valuation Analysis
We provide an independent assessment of what the business is worth based on normalized EBITDA, industry multiples, and asset values — giving you a principled basis for negotiation rather than accepting the seller’s asking price.
Deal Structure Analysis
Asset purchase vs. stock purchase has dramatically different consequences for buyers and sellers. As a buyer, you generally prefer an asset purchase — you get a stepped-up tax basis in acquired assets, enabling higher depreciation deductions post-acquisition. We model the after-tax cost of both structures and advise on negotiating strategy.
Purchase Price Allocation
In an asset purchase, the purchase price must be allocated across asset classes (tangible assets, customer lists, non-competes, goodwill). Allocation determines your post-acquisition depreciation and amortization schedule. We negotiate allocation positions that maximize your tax benefit while remaining defensible to IRS scrutiny.
M&A Advisory for Sellers
Tax Planning for the Sale
How you structure the sale determines how much you keep. Key planning areas: asset sale vs. stock sale tax treatment, installment sale gain recognition timing, earnout provisions, post-sale compensation agreements, and retirement account funding to reduce taxable income in the sale year. We model your after-tax net proceeds under multiple structures before you commit to a deal.
Seller Due Diligence Package
We prepare a comprehensive seller due diligence package in advance — anticipating buyer requests and organizing your financial, operational, and tax documentation. A well-prepared package reduces deal friction and prevents late-stage surprises that cause buyers to renegotiate or walk.
Post-Merger Integration
For buyers who have completed an acquisition, we guide financial integration: merging charts of accounts, integrating payroll systems, consolidating bank accounts, establishing management reporting for the combined entity, and updating tax registrations and entity structures as needed.
Navigate Your Transaction with CPA-Backed Financial Guidance
📞 (801) 927-1337 | ✉️ admin@cpaone.net | 612 N Kays Dr Suite 120, Kaysville, UT 84037
Missy Dennis, CPA | Partner | FJ & Associates, PLLC | Kaysville, Utah
Missy holds a Master of Accounting degree from the University of Utah and is a licensed Certified Public Accountant. With more than twenty years of public accounting experience, Missy specializes in tax preparation and advisory, bookkeeping strategy, estate and trust taxation, audit and consulting services, and small- and mid-sized business advisory.
