Valuation Mergers

Information Required

Valuation of a Going Concern

  • A history of the Company - When founded? By whom? General description of growth (non-financial), etc.
  • Five years financial statements.
  • Five years income tax returns.
  • Interim financial statements for the period ending on the date closest to the date of value, for both the current year and the prior year.
  • Financial projections for current or future years.
  • Current shareholder list including classes of stock, the amount authorized and issued, and its par value.
  • Listing of fixed assets, original cost, and depreciation.
  • List of largest customers and sales volumes.
  • List of largest suppliers and volumes.
  • List of largest competitors and estimated revenues.
  • Aged accounts receivable and payable.
  • Catalogs, product literature, etc.
  • Recent appraisals if available.
  • Trade association reports on relevant industry data.
  • Current order backlog if available.
  • Organizational chart and key-employee resumes.
  • Corporate officers' salaries and bonuses.
  • Description of unusual perquisites.
  • Description of actual or pending litigation.
  • Classes of outstanding stock authorized, issued, and par value.
  • Recent trading history of stock.
  • Geographic location of assets.
  • Quality of any marketable securities held.
  • Description of any equity investments in other companies or joint ventures.
  • Effective date of evaluation.
  • Copy of Articles of Incorporation or Partnership Agreement.
  • Copy of Buy / Sell Agreements.
  • Copy of the ESOP Plan Documents.
  • Copy of the most recent ESOP census data.
  • Information on patents and copyrights - what products, expiration dates, etc.

Valuations for FASB - SFAS No. 141 Compliance (Business Combinations)

The process is similar to the valuation of a going concern; however, additional information is required with regard to intangible assets.

  • Copy of the purchase and sale agreement.
  • A list of any known intangible assets.
  • Values for fixed assets.
  • Items listed above in the Valuation of a Going Concern.

Valuations for FASB - SFAS No. 142 Compliance (Goodwill and Other Intangible Assets)

The process is similar to the valuation of a going concern; however, additional information is required with regard to intangible assets.

  • List of any previously identified intangible assets.
  • Items listed above in the Valuation of a Going Concern.

Valuations for FASB - SFAS No. 144 Compliance (Accounting for the Impairment or Disposal of Long-Lived Assets)

We have learned that as the engagement proceeds, the weights and cost assigned to the options will change as attention is focused on the resulting cash flow returns.

  • The process is similar to the valuation of a going concern; however, additional information is required with regard to intangible assets.
  • A list of options and possible redevelopment plans for the long-lived assets.
  • The cost associated with those options.
  • The probabilities of achieving the options.
  • Items listed above in the Valuation of a Going Concern.

Valuation of a Family Limited Partnership

  • A copy of the partnership agreement and any amendments.
  • Copies of the past five years tax returns.
  • A list of the assets and liabilities of the partnership.
    • Real estate appraisals.
    • Brokerage statements.
    • Copies of notes receivable.
    • Information on any sub-partnerships.
    • Information on any oil & gas holdings.
  • Biographical information on the General Partners.
    • Education
    • Work history
  • List of partners.
  • Objectives of the partnership.
    • Purpose of the partnership.
    • Management objectives (e.g., preservation and appreciation of capital).
    • Expected management fees to the General Partner.
    • Expected cost of maintaining the partnership (legal, accounting, etc.).
    • Distribution expectations (all net income, to cover income taxes, none, other).
    • Likelihood of liquidation (not before the end of the stated term, other).
    • IRC § 754 elections. Has one been granted in the past? What is the likelihood one will be granted in the future?
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