TS Partners

Pre-acquisition

• Financial due diligence – independent financial review of a target for a potential investor, aimed at identifying risk areas, which may impact on investor’s decision and valuation.
• NOI review and testing (for real estate business) – specialised due diligence for targets in the real estate business, aimed at verifying net operating income of a target estate.
• SPA review (from financial risk perspective) – specialised advice on SPA negotiations regarding the protection of the investor against financial risks, in particular those identified during due diligence.
• Preliminary due diligence – this service is offered largely to our PE clients in the initial stage of an investment process. We provide a high-level financial and business analysis of a potential target in order to facilitate the Fund’s decision whether or not to allocate more resources into the project.
• Preliminary review of IT environment – review of key IT systems in terms of their adequacy and capabilities for further development, along with the assessment of the technical condition of the IT infrastructure in order to estimate the potential costs related to the implementation of new IT tools and systems.

Post-acquisition

• Management accounts – a comprehensive review of internal controlling function of (including quality and adequacy of the available financial information, key functions, and information systems), followed by recommendations and finally the implementation of changes in order to achieve the desired level and quality of management reporting to the owners / management board.
• Interim due diligence – interim financial review of a portfolio company during a financial year, including the analysis of YTD performance versus the budget and prior year; identification and explanation of drivers, and variances. Such a review enables the shareholder to better prepare the company for the planned exit.
• Independent business review – independent financial and business review for a financing bank. This service enables the bank to understand the reasons behind financial difficulties of a debtor and through the analysis of financial projections (often supported by a restructuring plan), assess the subject company’s ability to service the debt in the future.

Sell-side advice

• Vendor assistance – preparing companies for disposal, including: enhancing the quality of information to be provided to potential investors (e.g. reconciliation and verification of financial data), and advising on the scope of information to be disclosed.
• Financial vendor due diligence – independent financial review of a company put on sale. The vendor’s report, which is our deliverable, is intended to be presented to prospective buyers as a reliable source of information in order to limit the extent of their due diligence.
• Interim management – temporary participation in the management of portfolio companies.

Valuations

• Valuation of businesses (companies, capital groups, carve-outs) – independent estimate of the fair value for the purposes of transactions, management, reporting, fulfilling formal or tax requirements or for finance providers etc.
• Specialised valuations of loan portfolios – active, defaulted, restructured etc.
• Valuation of brands, trademarks, client portfolios and other intangible assets – independent estimate of the fair value for the purpose of contributions in kind, tax optimisations, allocation of the purchase price, etc.
• Impairment tests – regular (e.g. in case of goodwill) or occasional (when circumstances point to it) estimation of the impairment of assets’ value, which are compulsory according to the accounting standards.
• Valuation of investments and financial assets – estimation of assets value for the purposes of their introduction into the accounting ledgers or on balance sheet dates.
• Valuation of stock option programmes – estimation of value on the balance sheet date and support in proper accounting in accordance with various accounting standards.

Financial modelling and preparation of business plans

• Financial models – comprehensible financial models including financial projections for the purpose of a business disposal or acquisition, new financing, restructuring or for internal purposes (e.g. budgeting, costs controlling, liquidity), LBOs, with an agreed-upon level of details, reflecting the specifics of the company and the business model.
• Management reporting (using BI tools) – design, construction and implementation of tools for periodic monitoring of key business indicators. The ultimate aim is to create capacities for the organization to use such tools with no external support.
• Budgeting – supporting the organization in every aspect of budgeting process, focusing on working capital management, cash position or short term external financing requirements. We offer full scope support including design, structuring, gathering information from various sources, coherency analysis and results presentation.
• Business plans and evaluation of investment projects – strategic documents presenting the conditions and the expected results of projects realisation. They can be used for internal (e.g. specification of strategy and monitoring) and external (e.g. as a requirement for obtaining financing or grants / subsidies) purposes.

Finance and back office outsourcing

• Outsourcing of accounting – not only for statutory and tax purposes, but also for the generation of meaningful financial information supporting everyday management of the business. As transaction professionals we understand how important the good quality and adequate financial information is for potential investors and financing institutions.
• Implementation of management accounts – (including quality and adequacy of available financial information, key functions, and information systems), providing controlling function in order to achieve the desired level and quality of management reporting for the owners / management board.

Business support

• Tax and legal support – in cooperation with experienced advisors specialising in business structuring, mergers & acquisitions and financing arrangements. 
• Commercialisation – strategic support, value creation bringing the business to the next level and preparing for new financing or investors.

Financing arrangement and business disposal support

• Arrangement of financing – for business development using different sources including the EU and public funding or external investors.
• Arrangement of equity investors – for further development and support in business disposal to external buyers.

Organization 

• Organisational model – assessment of the organisational structure, governance model and existing operational procedures in terms of their adequacy and effectiveness.
• Organisation of processes – recommendation of process changes and implementation of formal requirements and procedures to improve the organisation’s performance.

Business processes

• In-depth review of key business processes – analysis of processes such as: finance, management reporting, purchases, sales, finances, production planning, logistics, inventory, etc. in terms of their correctness and effectiveness, including cost effectiveness. 
• Review of controls – verification of built–in controls related to sensitive activities, such as invoice processing, bank transfers approval, salaries and bonuses calculation, pricing, etc.    
• Verification of management information quality – review of existing management accounts and reporting process in terms of accuracy and reliability of data, its effectiveness and alignment with the expectations of the company’s management, investors and other recipients.
• Analysis of cost allocation model – in-depth review of the costs allocation model and profit margin calculation and their bridge to results analysed during financial due diligence. 

Operational integration

• Integration of organisation – transformation to target organisational structure, including human resources, administration and back office integration. 
• Financial integration – consolidation of financial processes including accounting, financial and management reporting, banking, etc. 
• Integration of processes – integration of key business processes such as purchasing, sales, marketing, logistics, production management, inventory, etc.
• IT environment integration – consolidation of IT systems and tools along with the supporting IT infrastructure.

IT environment review 

• Functional review – review of the functionality of key IT systems in order to assess their effectiveness in supporting business processes.
• Analysis of scalability – analysis of key IT systems in terms of their scalability and ability to support further growth of the company.
• Assessment of IT systems adequacy – analysis of IT systems and tools in order to identify areas where there is a need to implement new IT solutions to increase automation and improve efficiency of business processes.
• Security review – assessment of IT environment reliability and security, including the analysis of existing IT organisation, IT infrastructure and the adequacy of operational procedures to ensure uninterrupted business operations.

Compliance

• Analysis of regulatory requirements – verification of the compliance of business operations with regulatory requirements such as: accounting principles, anti money laundering procedures, RODO requirements, etc.