D. Brooks and Associates is registered with the Public Company Accounting Oversight Board ("PCAOB") and performs audits and reviews under PCAOB or AICPA standards for publicly traded and privately held entities ranging from start-up enterprises to large corporations.
Financial Reporting Services
The Firm's professionals are experts in US GAAP and SEC Reporting, including expertise in valuation, with combined experience of more than 50 years. Services provided can range from advising on individual transactions to preparation of full disclosure financial statements. We specialize in providing services to small public companies related to compliance with SEC and US GAAP financial reporting requirements. Examples of services provided are as follows:
Assistance with preparation of periodic reports (10k and 10Q) and registration statements for filing with the Securities and Exchange Commission or other regulatory bodies such as the OTC or foreign exchanges.
Preparation of full disclosure financial statements for presentation to external auditors, boards of directors, or other users.
Accounting and valuation for equity-based compensation (stock options) and complex financing transactions (convertible debt, warrants, preferred stock, etc.).
Accounting and valuation for business combinations, including reverse mergers.
The highest level of expertise and research experience to address any complex financial reporting issues.
The preparation of financial statements in compliance with US GAAP often requires measurement of elements of the financial statements at fair value. Valuation services are also often needed for tax reporting purposes, or as advisory services in support of anticipated transactions. We provide customized valuation services including the following:
Valuation of stock options, warrants and other equity instruments.
Valuation of equity and liability components of hybrid instruments.
Valuation of derivatives using Monte Carlo simulations.
Impairment analysis and measurement
Valuation of acquired intangible assets and liabilities in a business combination
Purchase or sale of all or a portion of a business .
Estate planning purposes .
Buy/Sell Agreements .
Tax reporting purposes
Custody Rule Examinations
On December 30, 2009, the Securities and Exchange Commission adopted amendments to the custody and recordkeeping rules under the Investment Advisers Act of 1940. The amendments are designed to provide additional safeguards under the Advisers Act when a registered adviser has custody of client funds or securities and require such an adviser, among other things to:
undergo an annual surprise examination by an independent public accountant to verify client assets and
obtain or receive a report of the internal controls relating to the custody of those assets from an independent public accountant that is registered with the Public Company Accounting Oversight Board unless client assets are maintained by an independent custodian (i.e., a custodian that is not the adviser itself or a related person).
D. Brooks and Associates CPA’s, P.A. is registered with the Public Company Accounting Oversight Board and serves as an independent public accountant for the purpose of satisfying these new requirements.
D. Brooks and Associates, CPA's, PA is an industry leader in providing transactional services to smaller reporting companies filing reports with the SEC. We routinely provide services related to the following transactions that are common with our clients:
The Firm specializes in valuation and accounting for all types of financing tranactions, including convertible debt, preferred stock, warrants, valuation and accounting for embedded derivatives, leases (right-to-use), and any other type of financing arrangement. We assess each transaction for appropriate treatment under US GAAP and provide documentation and citations to facilitate management understanding and auditor attestation.
Mergers and Acquisitions
Due Diligence - we can assist companies in reviewing targets, assessing strengths and weaknesses against industry norms and evaluating expected synergies. We can also perform agreed upon audit procedures relating to key elements of an acquisition.
Valuation Services - we can perform purchase price allocations for financial reporting and income tax purposes, with extensive expertise in valuing intangible assets.
Valuation Services - we can assist buyers and sellers develop pricing strategies.
Post Transaction Assistance - we can assist management in monitoring and negotiating post closing adjustments such as earn-outs or working capital true-ups.
We develop customized Monte Carlo simulations to calculate the value of derivatives embedded in financial instruments such as convertible debt and preferred stock.
We often utilize the Option Pricing Method for performing various allocations between different classes of equity holders.
We are experts at valuing, accounting for, and preparing required disclosures for employee and non-employee stock compensation, including stock options, stock grants, restricted stock, phantom plans, and any other type of arrangement.
We often use several techniques and methods, which are customized on a transaction basis and designed to factor in all relevant terms.
We have a long history of dealing with highly complex transactions.