Additional VR Services

ADDITIONAL VALUERICH SERVICES

In addition to our public relations services which I’ve described to you we are also able to introduce to you, at no additional charge, financial service providers which will enhance your business and who offer the following services:

l. Fund Raising

Our affiliates advise its clients as to the best strategy for raising funds.  In-depth consultations with clients ultimately result in the financing alternative that is most suitable to meet the business owner's objectives.  Following are examples of financing methods commonly available:

Private Debt Placement of Senior Debt, Subordinated Debt, and Asset Based Financings

The goal of the financing experts at our affiliates is to create the most favorable capital structure for each client. They understand that capital must accommodate a business rather than drive a business.  It must give a business the flexibility to put profits into the enterprise rather than into the financing.  Our affiliates are in continuous contact with financial institutions to understand the lending preferences and risk tolerances of each institution and the strategic make-up of its portfolios.  This knowledge is integral to the process of matching clients with appropriate lenders. Our affiliates’ long record of accomplishment enhances its credibility among lenders, often opening doors for new clients.

Completing a private financing often necessitates a closer collaboration of interests between the transacting parties, which justifies the intensive, senior-level attention that we provide.  Our affiliates’ extensive network of relationships with financial institutions gives it access to vast sources of capital in this increasingly complex market. They also have the insight and sophistication, the result of our principals’ 50 years of experience, to custom-design capital structures that result in successful working relationships between lenders or investors and our clients.

One of our funding partners provides $100,000 to $10,000,000 factoring commitments to financially challenged companies that are doing business on open account with good quality paying customers yet having difficulty getting traditional bank financing secured by their accounts receivable.  The factoring commitments are competitive in that they rarely, if ever, have pre-payment penalties and their collection and notification processes are very flexible.  They also provide unique financing alternatives to middle market companies ranging from $1 million to $100 million in annual revenue.  In addition, the following services:

• PURCHASE ORDER FINANCING - Prior to factoring the accounts receivable once the product is delivered, our affiliates advances funds directly to the vendors of the client based on confirmed purchase orders.  In this transaction our affiliates addresses the whole trade cycle from inventory sourcing (under purchase orders) to eventual receivable collection.
• REVERSE FACTORING – to clients having no room under their bank lines to fund a major sales opportunity.  Our affiliates creatively structured a reverse factoring facility that provided the factoring commitment directly to a company’s vendors guarantying the payment to the vendors within terms while collecting directly from the company.
• INTERNATIONAL FACTORING – If a company is having difficulty getting its Commercial lender to fund its foreign receivables, our affiliates are able to put together a domestic and foreign factoring facility for the customer generally within two weeks.
• CONTRACT FACTORING - is offered if a company has not been in business long enough to qualify for traditional bank financing and needs funding to pay its subcontractors on a daily basis. If a customer is concerned about its debtor’s becoming aware of the factoring arrangement, our affiliate is able to factor these contract receivables, and create a seamless solution for notifying the company’s debtors and collecting invoices. The transaction can be closed within 20 business days.

 

ll.  Valuation Opinions

Professionals who perform business valuations, including fairness opinions, goodwill (SFAS 141 and 142), intangible property valuations, and stock options and warrant valuations (SFAS 123R).

As you may know, companies require independent assessments of their worth for a variety of reasons: to merge with a partner, acquire a business, redeem shareholders' interests, determine tax liabilities, assess collateral values, configure buy/sell equity incentives, structure ESOPs, and to assist the Board of Directors in planning transactions.

Fairness Opinions

Our affiliates provide companies with an unbiased analysis of pending transactions for the purpose of determining the financial fairness of such transactions. The comprehensive analysis, including thorough assessments of the proposed transaction as well as alternatives, allows clients to make informed decisions. The resulting opinion will provide reasonable assurance that the client is acting prudently and exercising sound business judgment.

Our affiliates' extensive valuation knowledge together with its vast transactional experience provide clients with the expertise required to assess complex situations encompassing virtually every type of change of control transaction, including affiliate and insider transactions, concurrent mergers and tender offers, spin-offs, synergistic mergers, as well as transactions with competing offers.

Our affiliates are also experts at valuations involving structured and complex assets and liabilities, and assessing intangible assets such as film, music and video libraries, professional sports team contracts and franchises, copyrights, patents, licensing agreements, and marketing and distribution agreements.

Impairment Opinions

In 2001, the Financial Accounting Standards Board (FASB) issued SFAS 141 and 142 regarding accounting for business combinations and intangible assets. The new rules which became effective on July 1, 2001, prohibit the pooling of interests method of accounting and eliminate goodwill amortization. Under the new rules, goodwill will remain on the balance sheet but must be tested at least annually for impairment in a two-step process. Companies must allocate intangibles and goodwill to each reporting unit for impairment testing.

The first step (Step 1) of a company's impairment test is required to be completed within six months of its adoption of the new FASB rules. It requires a determination of the fair value of each reporting unit and then a comparison of that fair value to the carrying value of the assets of the reporting unit. If the carrying value exceeds fair value, the reporting unit fails the Step 1 test and must conduct a second test (Step 2). Step 2 which requires the valuation of all intangibles, including the implied value of goodwill, must be undertaken within the next six months. Goodwill impairment is the difference between the fair value and carrying value as determined in Step 2. Goodwill impairment resulting from the transitional test will be treated as a change in accounting principle, whereas subsequent losses will be charged to operating earnings.

We believe our affiliates' extensive experience in performing enterprise and intangible asset valuations creates unparalleled qualifications for goodwill impairment analysis.

Dispute Analysis and Litigation Support

The clear communication of intricate business issues and financial theories to a judge and jury can be the decisive element in prevailing at trial. The dispute analysis professionals at OUR have testified as expert witnesses in a wide range of disputes, including wrongful death, breach of contract, business interruption, post-acquisition disputes, shareholder disputes, dissolutions, breach of fiduciary duty, and estate and gift tax valuations.

Our affiliates proficiency in this contentious arena is due in part to the ability of their  professionals to expand testimony beyond theoretical models by contributing real world experiences, insights, and anecdotes.

 

IlI.  Mergers and Acquisitions

Our affiliates helps clients with merger and acquisition transactions on a worldwide scale. Our affiliates are specialists in domestic and international transactions entailing the acquisition, sale, merger, joint venturing or financial restructuring of productive assets. For an increasing number of businesses, growth by merger or acquisition has become the cornerstone of long-term competitive advantage.

Business combinations present significant opportunities to our clients. Access to new markets, additional production facilities, an expanded work force, broadened product lines, and increased revenues can considerably strengthen a company’s competitive advantage in the marketplace.

Our affiliates understands the requirements of prospective buyers and sellers, as well as the issues that arise during negotiations. They offer a comprehensive array of services aimed at maximizing their opportunities and minimizing the misunderstandings common to any business combination.

Acquiring firms understand that a well structured transitional business can strengthen its asset base, broaden its product and service offerings and provide immediate access to key markets.

Sellers understand the role of global outlook in maximizing their return. Offerings in the international marketplace broaden the exposure of the company for sale, increasing the likelihood of finding the right buyer and obtaining the highest valuation.

Our affiliates represent existing public companies seeking acquisition candidates or represents private companies looking to go public through merger with existing public shells which want to expand their businesses.

Regardless of the need, our affiliates thorough understanding of financial, regulatory and transaction environments worldwide enhances the ability of clients to maximize their return. At the same time, the size and scope of our organization ensures that interested buyers and sellers obtain access to the widest network of interested parties.

 

IV.  Consulting

Our affiliates offers a variety of consulting services to accommodate its clients.  Specialties include the following:

BUSINESS PLANS

Our affiliates assists in the development of comprehensive financial strategies that maximize shareholder values by striking an effective balance between returns and risk through production of a comprehensive business plan.

BUSINESS MANAGEMENT ASSISTANCE

Our affiliates will assist small- to mid-sized businesses with the following services:

• Defining short and long-range corporate goals and the procedures/processes needed to achieve the goals established.
• Preparing obtainable budgets and cash flow projections.
• Preparing profitability analysis of service and/or product lines.
• Developing company-wide operating policies and procedures with related manuals.
• Re-engineering financial preparation and reporting procedures and processes to improve the quality and the timeliness of the financial data and information which the decision making process relies on.
• Management of operational cash flow by revising credit policies, collection procedures and vendor credit strategies.
• Managing relationships with investors, bankers, attorneys, accountants, vendors, and insurance agencies by acting as liaison.
• Managing certain portions of the daily operations of the company so more time is spent focusing on new services/products, customers, vendors and other high level core business issues.