We specialize in the valuation of Equity Interests (all or fractional holdings)
of closely-held firms. Total Capital (or market value of invested capital) is
generally considered in arriving at equity value. We value the interests of
firms at various stages in the business life cycle: from technology start-ups
to mature manufacturing companies.

[Intellectual Property and Intangible Asset Valuation is discussed on a
separate page].

We also have considerable experience in the valuation of business units of
publicly traded companies. Such firms require valuations pursuant to
reorganizations, divestitures or other actions for which IRS scrutiny is
anticipated, as well as in connection with fairness opinions.

Congress has recently enacted significant changes in the estate tax law. We
urge renewed vigilance on the part of business owners regarding valuation
implications of these changes. (see New Tax Act).

We are also asked to value stock options, warrants, as well as preferred stock
and convertible securities. Our industry experience is extensive.

Our business valuations are distinguished by the following attributes:

We invite your inquiry.



In accordance with thought leaders in the valuation of closely-held firms:
We believe that the modern business environment presents new challenges
and opportunities to closely-held firms that wish to survive and thrive. According
to the new thinking, the business valuation process should become fundamentally
integrated with the strategic planning process. Listed below are some of the
implications of this important new idea.

Regular, at least annual, business valuations assist a closely-held business
in the following ways:

Vastly increases executive focus on shareholder value in the closely-held company.

Enables measurement of the extent of achievement of management's stated goals;
enables the assessment of which initiatives are creating value and which are not.

Measures change in company shareholder value relative to change occurring in
firm's industry. Assists in competitive analysis.

Develops a history of company/shareholder value which is more easily and
systematically correlated with external and internal events.

Awareness of share value on an ongoing basis creates environment in which
the private company is always ready for sale: its performance is closer to the
"optimum" level demanded by a public buyer, for example. If the question of
selling the company arises, executives are fully prepared with timely
measurements of key performance parameters. Strategic thought processes
concerning the optimal growth path(s), which may or may not include sale as
a considered alternative, are already in place.

The business valuation becomes a planning and control tool, providing foundation
and direction for the company's strategic plan. This type of disciplined thinking
facilitates the use of real options methodology to illuminate management's
strategic alternatives.

Minority ownership of stock of the privately held firm becomes much more
meaningful than presently: Minority holders have an annual benchmark
concerning their investment in the company.

Regular valuation of company stock greatly facilitates the use of stock options.
Company stock must be valued before attempting to place a value on options
or warrants. Having a recent valuation makes it far easier to attract and retain
executives with stock or option grants, as well as to promote more confident
executive cash buy-in.

Obviously, most private firms will require a substantial shift in mind-set to be
willing and able to successfully implement the ideas outlined here. However,
the benefits to the firm, and to its shareholders, are also substantial.

The implementation, over time, of these value-based procedures provides the
shareholders of the moderate-sized private company with a much firmer grip
on their business destiny. In effect, these procedures make the impact of such
ideas, previously restricted to large public companies with (very) expensive
consultants, available to forward-thinking privately-held firms.

The role and scope of the "business valuation" envisaged here is obviously
greater than the traditional BV. Its function, and the degree of involvement of
the valuation consultant with the firm's strategic planning activities, is worked
out on an evolving, case by case basis.




Who requires these services?

Tax/Financial Executives

For what purposes?

Merger, Acquisition, Divestiture
Corporate Planning/Internal Information
Estate and Gift Tax
Ownership Transition
Buy-Sell Agreement
Joint Venture/Strategic Alliance
Attract Financing
Private company sale preparation
Fairness Opinion
LOB (lines of business) valuation
Share Repurchase
EVA (Economic Value Added)

Recent Sample Engagements

Valued shares of pre-IPO telecommunications infrastructure firm. Executives
placed shares in educational trusts. Third party valuation required.

Valued units of publicly traded conglomerate. Units to be divested pursuant
to tax-free reorganization.

Options/warrants used by a firm to compensate external consultants. Value
of options must be determined by third party for financial reporting and
tax purposes. (SFAS 123)

Valued shares of four separate blocks of stock for principal shareholder of
closely-held funeral home. Owner wishes to transfer shares to four children.

Valued early stage firm: Established reference point for attracting additional
financing; value functioned as starting point for contemplated sale of business;
and provided a share value to use in ownership transition.

Valued apparel firm as initial step in sale process.

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Philadelphia Office: 8787 Duveen Drive, Wyndmoor, PA 19038
Connecticut Office: 12 Littlefield Drive, Old Lyme, CT 06371