Naolys Audit et Conseil

Naolys Acquisition et Cession
Acquisitions and Divestments

Tailor-made support to meet the specific requirements of your acquisition or divestment projects.

Naolys Evaluation
Valuations

Through their financial skills and experience in financial valuation, our teams will contribute their expertise and experience and provide clear answers to your questions.


Naolys Gestion des risques
Risk Management

Audit and internal controls, prevention of fraud risk: our teams can support you in improving your internal control environment and the efficiency of your processes.

Naolys Formation
Training

The Partners at Naolys conduct regular training sessions for their clients covering subjects such as finance, accounting and internal control.


Advisory


Acquisition and Divestments

When preparing for an acquisition, you want to understand the risks associated with an investment opportunity and provide your partners with a professional analysis.

As part of a divestment plan, you want to maximize the chances of success by providing your partners and potential buyers with specific and relevant information to meet their expectations.

Through our transaction experience, we can support you in these projects and carry out work to suit your needs and those of your partners by adapting to the structure and size of the target.

Our due diligence procedures are organized around the following themes:

  • Interviews/Q&A with Directors and the management team
  • Analysis of available financial documentation
  • Review of historical performance
  • Identification of risk factors
  • Analysis of the business plan, cash flow projections and key assumptions

Our deliverable takes the form of a "Due Diligence" report, summarizing the key points of our work, available to your partners, potential buyers and their advisors.

Examples of assignments include:

  • Vendor Due Diligence (buy side / sell side)
  • Preparation and / or review of business plans
  • Audit post-acquisition or disposals
  • Calculation of price adjustments

Valuations

You want to validate your investment assumptions, value a company or an asset, evaluate the financial function, analyze the performance of a subsidiary, optimize your financial closing, assess the amount of damages or evaluate a price adjustment.

Through their financial skills and experience in financial valuation, our teams will contribute their expertise and provide clear answers to your questions.

Examples of assignments include:

  • Evaluations of companies, intangible assets, liabilities, damages
  • Purchase Price Allocation
  • "Management Package" option evaluation
  • Impairment tests

The work we carry out on asset valuation is based on a structured approach using generally accepted methods:

  • Comparable market multiples or prices observed on transactions involving similar assets
  • Intrinsic income methods (net present value of cash flows attributable to the asset or opportunity cost savings resulting from holding the asset)
  • Intrinsic cost methods (cost of recovery or replacement adjusted for amortization and obsolescence)

They are, when appropriate, supplemented by specific approaches such as:

  • Royalties method
  • Transfer Pricing method
  • Excess Earnings method

These different approaches require input and resources including:

  • Tools and databases (Thomson One Banker, Infinancials, Epsilon Research, Xerfi) allowing access to reliable and updated information
  • The establishment of a multi-criteria evaluation approach combining forecasting methods and market data methods: discounted cash flow (DCF), quoted comparable company market multiples, comparable transaction multiples...
  • A sectoral analysis
  • A critical review of internal data used to construct business plans
  • The determination of market parameters (risk-free rate of return, sector beta, sector debt, financing costs, any discounts, the specific risk premium, long-term growth rate) to formulate the discount rate

Risk Management

You want to define or strengthen the internal control environment of your organization in accordance with French (LSF), US (Sarbanes-Oxley) or other standards.

You may be planning to outsource review phases of the design and effectiveness tests of key controls.

You may wish to develop a manual of accounting and / or operational procedures and require ad hoc external support for this project.

There may be issues with reducing your time frame for Accounts Closing or the structuring and management of your final account files.

You may suspect fraud within your accounting and finance department and wish to be accompanied on a confidential basis.

Your organization might not have an internal audit department and you would like to outsource this function by organizing ad hoc assignments during the year in close cooperation with management.

Our teams can support you in your projects relating to structuring your internal controls, risk management and fraud prevention. We work both in France and abroad.

Examples of assignments include:

  • Evaluation of the internal control framework and design of key controls
  • Performance tests on key controls
  • Reviewing the quality of self-assessments by Group entities
  • Assistance with process redesign and correction
  • Assistance with the definition of an internal control framework of an entity following its acquisition by the Group
  • Internal audit assignments working closely with the management of your Group
  • Preparation of procedures manuals (accounting, management)

Training

You may wish to train, inform or enhance the expertise of your teams, develop new skills or support organizational change.

The Naolys Partners and teams conduct regular training sessions for their clients on accounting and finance matters. They participate in training programs for other audit and accounting firms as well as in programs for the Chartered Accountant and Auditor professional bodies in France.

Our areas of expertise include:

  • Statutory and contractual audit
  • Internal control and risk prevention
  • Accounting / Financial management including at Board of Director level
  • Consolidation / International Standards
  • Company law / Taxation
  • Training for specific sectors: long-term contracts, mining activities,…