Owner-Managed Businesses

DiFilippo Corporate Finance Group offers independent and objective valuation opinions for financial and tax reporting purposes, transaction planning, and cash flow forecasting to owner-managed businesses. Clients select DiFilippo Corporate Finance Group as our professionals have a deep understanding of the business and operational issues of owner-managed businesses.  Specific valuation services provided by DiFilippo Corporate Finance Group professionals related to transaction/exit planning and other financial and tax reporting matters are including below:

Transaction and Exit Planning

DiFilippo Corporate Finance Group assists owner managed business related to corporate finance matters such as business/asset acquisitions, sale of stock, estate and gift planning and assisting owners in understanding the impact of operational enhancements to create/enhance value for shareholders.  

  • For business combination and asset acquisitions
    • Pre-deal enterprise valuation modeling of target
    • Review of purchase & sale agreement, sale terms & structure, and pricing
    • Provide valuation multiples of public peers and similar M&A transactions
    • Identify & quantify return on investment and cash flow benefits from efficienct tax structuring.
    • Value synergies, cost savings, and other transaction attributes.
  • Our exit planning services for shareholders seeking liquidity include:
    • Establish owner objectives related to valuation.
    • Review of market conditions and current valuation pricing multiples vs. 10 year historical trends
    • Identify industry value drivers acknowledged by the market and assess company against these metrics
    • Develop a plan for obtaining liquidity and/or identify best way to transfer/sell equity interest
  • Other exit planning services such as estate & gift, corporate structure, etc. are including in our financial reporting and tax planning areas below.

Financial Reporting

DiFilippo Corporate Finance Group fair value opinions and consulting services for financial reporting include the following:

  • Business Combinations and Asset Acquisitions
    • Pre-deal enterprise valuation modeling.
    • Review of purchase & sale agreement, sale terms and pricing
    • Purchase price allocation of acquired assets
    • Valuation of contingent consideration
  • Debt/Equity Classification, Fixed Income, Derivatives & Other Complex Instruments
    • Preferred stock, debt and equity investments classification
  • Share Based Payments
    • Stock compensation, restricted stock to key management or stakeholders
    • Market condition based equity grants (e.g. Vesting based on 2x capital return)
    • Profit interest, phantom stock or other grants
  • Impairment
    • Annual studies for goodwill and indefinite lived intangibles
    • Long lived assets
  • Fair Value Measurements (FASB ASC 820, previously SFAS 157)
    • Fair value of debt, preferred equity and common equity
  • Other Advisory Services
    • Fresh start accounting
    • Drafting of fair value disclosures for financial statements

Tax Reporting 

DiFilippo Corporate Finance Group’s tax reporting valuations include IRC 409A common stock valuations, tax structuring to general corporate planning. Our services have been challenged and successfully defended by the Internal Revenue Service and international taxing authorities. Our tax reporting and consulting services for public companies include:

  • Transaction Based
    • Pre-deal assessment of tax amortization from stepped up basis of fixed assets, section §197 goodwill & intangible assets from asset deal structure or IRC 338h.10 election
    • Valuation impact of NOL 382 limitations, non-complete 280g tax, transfer pricing planning and deal structuring of intellectual property/other assets.
    • Non-compete agreements IRC §280g
    • Legal entity valuations, entity spinouts and asset transfers
    • C-Corp to LLC-Corp Conversions (IRC §1374)
  • Other Tax Advisory
    • Stock Compensation studies for § IRC 409A compliance
    • Estate & gift planning for executives and directors for equity grants
    • Tax accounting
    • Valuations of partnerships & other pass-through entities
    • Worthless stock deductions (IRC §165)