Public Companies

DiFilippo Corporate Finance Group offers independent and objective valuation opinions for financial and tax reporting purposes. Public companies select DiFilippo Corporate Finance Group as our professionals:

• Understand the complex technical accounting rules related to fair value, developing valuation models to comply with these standards and preparing opinions to withstand auditor and regulatory review. 
• Have direct experience working on major public to public mergers, public to private and reverse merger transactions, provided pre-deal assistance to corporate development & deal teams.
• Regularly deal with SEC inquiries, responded to comments letters for public registrants, and provide third party opinions for Company auditors/investors for a wide range of fair value accounting issues.
• Provide valuation services for both US GAAP and International Financial Reporting Standards (IFRS)

Specific valuation services provided by DiFilippo Corporate Finance Group professionals related to financial and tax reporting matters are noted below:

Financial Reporting - Fair Value Services

• 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
  • Pre-deal Earnings Per Share (EPS) accretion/dilution analysis
  • Valuation of contingent consideration
  • Valuation of individual assets for purchase price allocation
  • Review of purchase & sale agreement, sale terms and pricing
• Impairment
  • Annual studies for goodwill and indefinite lived intangible assets
  • Long lived assets
  • Equity investments in privately held companies
• Fixed Income, Derivatives & Other Complex Instruments
  • Fair Value of debt
  • Bifurcation of financial instruments into debt, mezzanine, and equity components
  • Credit risk/non-performance adjustments for swaps, forwards and other counterparty transactions
  • Embedded derivatives (e.g. change of control provisions)
  • Fair value of loan guarantees
• Share Based Payments
  • Stock compensation (Cheap Stock) and restricted stock
  • Market condition based awards
• Fair Value Measurements
• Fresh Start Accounting
• Other Advisory Services
  • Drafting of fair value disclosures for regulatory filings
  • Evaluate company policies re: fair value accounting issues
  • Responding to SEC comment letters
  • Consultations with regulators

Tax Reporting - Fair Market Value Services

DiFilippo Corporate Finance Group’s tax reporting valuations include optimization of valuation/return on investment in deal structuring on merger and acquisitions, legal entity restructurings, and 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 Tax Advisory
  • Pre-deal assessment/modeling of financial valuation impact in Merger/Acquisitions advisory
    • Tax amortization from stepped up  basis of fixed assets, section §197 goodwill & intangible assets from asset deal structure or IRC § 338h.10 election
    • Net Operating Loss Limitations (NOL) and Built in Gains Analysis (IRC §382)
    • Intellectual property and transfer pricing planning
• General Tax Advisory
  • International tax reorganizations & foreign subsidiary valuations
  • Worthless stock deductions (IRC §165)
  • Legal entity valuations, entity spinouts and asset transfers
  • Estate & gift planning of executives restricted stock
  • Tax accounting
  • Cancellation of debt