Valuation and Related Services

Our management information and corporate planning analysis services assist clients with transaction structuring and planning. Our analyses consider deal terms and conditions, rates of return, and company-specific risk elements, among other factors. We provide buyers and sellers with business valuation and intangible asset valuation insight to maximize negotiation leverage. Our services include exchange ratio advisory for stock-for-stock mergers, buy-side and sell-side valuation advisory for acquisitions, pretransition planning and consulting, and structuring and implementation advisory for management incentive plans. We also assist clients with preferred and common stock recapitalizations, as well as dividend recapitalization transactions. Our opinions are relied on by private, public, and not-for-profit company boards of directors, private wealth fiduciaries, and ERISA fiduciaries for the following purposes:

• Merger and Acquisition Valuation Pricing and Structuring
• Issuing and Pricing Corporate Notes and Debt Obligations
• Pretransition Planning and Consulting
• Management Incentive Plan Advisory
• Recapitalizations

Our employee stock ownership plan (“ESOP”) transactions and Employee Retirement Income Security Act of 1974 (“ERISA”) analysis services assist clients with ESOP-sponsored businesses and ownership interests. For more than 45 years, our firm has provided valuation and financial advisory service to ESOPs across the U.S. We provide ESOP formation feasibility studies for companies considering an ESOP installation. We advise shareholders who are contemplating or negotiating a sale to an ESOP trust. We provide adequate consideration and fairness opinions to ESOP trustees who are buying or selling sponsor company securities. We also provide annual sponsor company fair market valuations for ESOP administration and ERISA and tax compliance purposes. We provide these services to ESOP trustees, ERISA attorneys, ESOP sponsor company boards of directors, ESOP sponsor company shareholders, ESOP lenders, and other ESOP advisors. We also provide expert consulting and testimony services with respect to ESOP security transactions, ERISA litigation claims, and other ESOP sponsor company disputes. Our opinions are relied on for the following purposes:

• Feasibility Analyses
• Transaction Advisory
• Annual Valuation Compliance
• Litigation Consulting and Expert Testimony

Our not-for-profit entity transaction analysis services assist clients with private inurement compliance and health care (STARK Act) transaction compliance. Whenever a for-profit entity transacts with a not-for-profit entity, their respective boards of directors should be concerned with private inurement or excess benefits issues. Accordingly, we perform fair market value valuations of the transferred entity (e.g., medical practices, clinics, and hospitals). We also perform fair market value valuations of service contracts (e.g., office leases, employment agreements, and management contracts) between the for-profit and the not-for-profit entities. For not-for-profit hospital clients, we have opined on the fairness of the purchase price for purchases of medical practices, dialysis centers, urgent care centers, ambulatory surgery centers, diagnostic imaging facilities, and other health care businesses and practices. These fair market value valuations were intended to provide comfort to the hospitals with respect to excess benefits, private inurement, and other regulatory issues.

Similar to our work in the health care industry, we also work with other not-for-profit entities and their respective boards of directors to analyze planned value and asset transfers to for-profit related parties. We are often engaged to estimate the fair market value of assets to be transferred, and our work often includes the estimation of arm’s-length royalty rates. Several of our clients include information-technology-related businesses and educational providers. Not-for-profit businesses often own assets that do not generate revenue but, nonetheless, have measurable value.

Our fair value accounting and financial reporting analysis services assist clients with due diligence and compliance. We perform fair value valuations of acquired businesses, tangible and intangible assets, and securities used as equity-based compensation. Our firm works with private company boards of directors to set strike prices for stock option awards and other incentive-based securities. Additionally, our analysts work with clients on goodwill impairment testing, intangible asset reporting, business combination accounting compliance, and fair value measurement documentation. These fair value analyses comply with Internal Revenue Code and generally accepted accounting principles (“GAAP”) reporting standards, including the following:

• Stock Option Pricing and Structuring (IRC 409A and ASC 718)
• Goodwill Impairment and Intangible Assets (ASC 350)
• Long-Lived Asset Impairment (ASC 360)
• Business Combinations (ASC 805)
• Fair Value Measurements (ASC 820)