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Case Study
WilliamsMarston Clears the Way for a Foreign Entity Acquisition
Learn how WM assisted a $250 million public company in acquiring a foreign entity, necessitating the first-time audit of five separate entities under U.S. GAAP.
The Challenge
Disparate accounting systems and first-time audits of five separate legal entities under U.S. GAAP presented a complex environment.
In a strategic move, a $250 million public company identified a foreign entity to acquire – though the acquisition presented several significant hurdles. The target company had never been consolidated or audited, and its historical financial records were maintained across multiple countries’ accounting principles. The Securities and Exchange Commission (SEC) filing required three years of audited U.S. GAAP financial statements, forcing the target company to evaluate its five separate entities and corresponding ledgers over a multiyear period.
Adding to the complexity, these entities experienced a high volume of intercompany transactions with little oversight or reconciliation process. Without a functioning consolidation model and numerous complex transactions to evaluate, the company was not equipped to merge these entities and meet their financial statement deadlines.
The Solution
Close collaboration and technical accounting excellence established a path forward.
WM immediately deployed a team of experts to the company’s offices in the United Kingdom, working with the management team and external auditors to begin work. The WM team built four unique revenue and cost of sales Excel-based sub-ledgers to facilitate the audit process and serve as an intermediate bridge until the company could implement a new accounting system.
WM completed ten technical accounting memos, which the audit firm’s national office reviewed. These memos covered critical areas, including functional currency, consolidation, stock-based compensation, revenue recognition and purchase accounting.
WM then converted historical records to U.S. GAAP and constructed an Excel-based consolidation model. This model was crucial for accurately reflecting the impact of foreign currency and capturing the intricacies of the high volume of intercompany transactions.
The Result
WM’s work landed the company a clean audit opinion and provided the foundation for continued integration.
The impact of WM’s guidance and implemented solutions was significant. A clean audit opinion was issued on the target company’s historical financial statements, and its audited U.S. GAAP statements and the acquirer’s pro forma financial statements were filed in Form 8-K/A on time.
THE TEAM RESPONSIBLE
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Landen C. Williams
Co-Founder & Co-Chairman
As Co-Founder and Co-Chairman, Landen Williams shapes the strategic direction of WilliamsMarston. Since founding the firm, he has established himself as a trusted advisor to C-suite executives of public companies, guiding them through their complex financial transformations.
Prior to WilliamsMarston, Landen was a Managing Director in the Accounting Advisory Services practice at KPMG LLP, where he counseled Fortune 100 companies on the accounting and reporting implications for mergers, acquisitions, divestitures, restatements, revenue recognition, and other transactions.
Previously, Landen was a Managing Director at FTI Consulting, Inc., advising distressed companies on restructuring strategies, liquidity management, and cash flow modeling. He began his career in the Audit and Advisory practices of PricewaterhouseCoopers LLP, rising to the level of Manager, where he worked with large SEC registrants in the technology, software, and life sciences sectors.
Landen brings broad industry expertise spanning biotechnology, pharmaceuticals, software, technology, telecommunications, manufacturing, and financial services. He holds a Bachelor of Science in Business Administration from Boston College, with concentrations in Accounting and Finance.
Jonathan T. Marston
Co-Founder & Co-Chairman
As Co-Founder and Co-Chairman, Jon Marston shapes the strategic direction of WilliamsMarston while maintaining a hands-on approach to client service. His expertise spans mergers and acquisitions, finance effectiveness and process improvement.
In addition to driving value-added outcomes for many of the Firm’s private equity clients, Jon routinely advises the C-suite and investors at large private equity firms, private equity-backed companies, and public companies with revenues ranging from $200M to $10B.
Prior to founding WilliamsMarston, Jon was a Director in PwC’s Transaction Services Advisory practice, where he provided due diligence and related services on M&A transactions from $5M to over $20B.
Throughout his career, Jon has worked with SEC registrants, foreign public companies, private companies, private equity, and VC firms, advising on US GAAP, IFRS, SEC reporting, IPOs, Sarbanes-Oxley compliance, and other complex financial matters. His industry experience spans software, technology, telecommunications, healthcare, industrial products, and consumer retail across the US, Europe, Africa, and Asia.
Jon holds a Bachelor of Science in Business Administration with a concentration in Accounting from Boston College.
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