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Our
Role
Our
Company has done more than 1,000 business valuations in a wide variety
of industries. We have knowledge and experience in economic analysis
which is required in order to deal with intricate
and complex transactions. Obtaining an objective value
requires a well-planned approach and sophisticated techniques. We work
harmoniously with our clients’ attorneys, accountants and key
employees.
We
provide a full array of valuation services such as estate and tax gift
valuations, mergers and acquisitions, employee stock ownership plans,
executive stock option and closely held business valuations. Our staff
holds both CPA and ASA credentials necessary to give assurance of
an in-depth understanding of valuation principles. We have
extensive experience in auto dealerships, health clubs and restaurants.
We
provide the following services in connection with business valuation:
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Buy-Sell Agreements:
Business
owners negotiating buy-sell agreements frequently engage us to assist
them in the valuation of the business or to review agreement for clarity and consistency.
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| Employee
Stock Ownership Plans - ESOP Appraisal: ESOPs
are an important means by which owners can sell their business ownership
to employees, achieving important tax deferrals. We have experience in
structuring ESOPs and providing ESOP valuations for purposes of ESOP
transactions and annual updates.
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| Fairness
Opinion: We provide independent farness
opinions in order to assist management and boards of directors
in the following situations: |
- Transaction
pricing - fairness opinions, setting up joint ventures and sales of intellectual
property.
- Collateralization
- financing transactions, bankruptcy and sale/leaseback.
- Taxation
- gift and estate planning, charitable contribution and purchase
price allocation.
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Goodwill impairment testing
- purchase price allocation and
acquisitions. (SFAS 141, SFAS 142 & SFAS 143) |
| Intellectual
Property or Intangible Valuation: Intellectual property consists of
patents, copyrights, trademarks and trade secrets. We also
provide market royalty rate opinions. Valuation of these
intangible assets is frequently required for the following
purposes: |
- Acquisitions
and mergers
- Exchange
offers
- Restructuring
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| Mergers
& Acquisitions (M&A): While
the number of merger and acquisition transactions has risen to over
10,000 annually, it is well documented that that deal prices are often
materially inaccurate. For this reason, firms involved in “M&A”
transactions hire our company to perform the “due diligence” by:
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- Investigating
industry deal price comparisons from the M&A market place
- Analyzing
the financial statements of the parties
- Researching
the industry and its trends
- Identifying
possible synergies and reviewing proposed cost savings
- Diagnosing
the tax consequences of deals
- Valuations
of target companies
- Analyze
exchange offers
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| Privately-Held Debt:
Privately-held debt is frequently
valued in connection with estate and gift taxation as well as
litigation purposes. We have developed a methodology of
valuing such debt taking into consideration marketability,
interest rates, term and security. |
| Business Sale or
Purchase: Buyers
and sellers of business interests frequently seek our advice in the
following areas: |
- Selection
of comparable transaction from our databases to assure the value is
proper
- Review
of earn-out provisions
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Analysis of tax consequences
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| Stock Options
and Restricted Stock Valuations: Stock
options and restricted stock are the major means to provide
long-term compensate to executives. The valuation of options has
become important for the gifting of options and for their
valuation in marital dissolution. These financial instruments
have been created as a way to retain key executive, aligning
their interests with those of the shareholders.
We are familiar with Black Scholes and the Binomial models.
We
use option-pricing models to arrive at a fair value for these options,
and we utilize our in-depth knowledge and experience to deal with all
the complex considerations for this valuation.
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Tax Valuations:
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Estate and
Gift
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We work with attorneys, accountants, estate executors and
financial institutions to provide objective third party valuations for estate and gift tax
purposes. Examples these transactions are:
- Family
limited partnership owning real estate and/or securities
- Gift
of shares in the family businesses for succession planning
purposes
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S
Corporation Election |
- A regular corporation
(Subchapter C Corporation) can elect, under certain conditions, to
become a Subchapter S Corporation. One of the tax related motivations
for this decision rests upon the "built-in gains" taxed on
the sale of the company; thus, a valuation of the Corporation should
be done upon the S Corporation election. This provides a “cap” on
the built-in gain tax. Having both the CPA and ASA certification
allows us to deal with both tax and valuation issues.
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| · Section 83(b) elections |
- Section 83(b) allows an employee receiving shares from his
employer’s company to recognize income on the fair market value of
those shares. This election allows subsequent appreciation to be taxed
at lower capital gain rates. Out team of professionals utilize lack of
marketability and minority interest discounts to arrive at the pro-rata value of
those shares. These valuations are often in the "Pre - IPO"
stage of companies. These
discounts are derived from evidential data on various transactions,
including restricted stock sales.
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| · Charitable
Donation Valuation |
| Valuation
for Litigation purposes: Valuations
for litigation purposes are discussed in detail in the section of our
site, "Valuations for Litigations Purposes".
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Fluent in Italian, Spanish and
Portuguese
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991
Post Road East, Fairfield County, Westport CT 06880
Tel(203)227-1414 Fax(203)227-4472
wckcpa@sbcglobal.net
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