Lawrence J. Kendzior CPA/ABV*

Transcription

1 Lawrence J. Kendzior CPA/ABV* PROFESSIONAL QUALIFICATIONS 900 West 63 rd Street Marathon, FL Phone: (305) *Certified Public Accountant/Accredited in Business Valuation 1

2 Lawrence J. Kendzior CPA/ABV PROFESSIONAL QUALIFICATIONS INDEX Page Summary 3 Matters synopsis 4 Curriculum vitae 10 References 12 2

3 Lawrence J. Kendzior CPA/ABV Summary of professional qualifications as of April 2, 2009 Larry has 33 years of experience in public accounting, 30 years of experience in forensic, litigation and valuation services, and 25 years of experience as a business consultant. He founded the forensic, litigation and valuation practice department of a 60-person CPA firm in He is a licensed CPA/ABV in Florida and a member of the American Institute of CPAs and the Florida Institute of CPAs. He is also a member of the Valuation, Forensic Accounting, and Litigation Services Section of the Florida Institute of CPAs. As a retired partner of Plante & Moran, one of the twelve largest professional accounting Firms in the nation, he occasionally practices with the professionals of that Firm. Services provided: Business valuations Forensic examinations Family limited partnership and estate-related valuations Expert witness consultation and testimony Business damage calculations Divorce Personal injury-economic loss calculations Industry experience: Manufacturing Professional services, including legal, accounting, and architectural Retail Distribution Real estate 3

4 Lawrence J. Kendzior, CPA/ABV Matters synopsis as of April 2, Valuation and advisory services in connection with sale of Key West retail business Valuation of minority interest in family limited partnership comprised of several business entities for personal financial and estate planning purposes Valuation of economic interest in mitigation bank for various corporate purposes Valuation, due diligence and advisory services in connection with contemplated acquisition of Ft. Lauderdale area upholstery manufacturing facility Valuation of three real estate entities in connection with estate planning issues Valuation of Marathon specialty construction business in connection with sell side merger/acquisition assignment Forensic examination, litigation and valuation consulting in connection with 2 divorce proceedings Valuation of minority interest in real estate limited partnership in connection with estate planning engagement Valuation of second generation specialty chemical company in connection with estate planning engagement Valuation of minority interests in 2 real estate Limited Liability Companies in connection with estate planning engagements Valuation of 3 privately held businesses in connection with sell-side mergers and acquisition assignments Valuation of small business and commercial damage calculation in connection with claim against real estate developer. 4

5 2006 Forensic examination, preparation of financial affidavit, and mediation services in connection with divorce proceeding Forensic accounting services in connection with death and divorce of real estate entrepreneur. Services included reconstruction of documents and re-creation of multi-million dollar financial records, statements and tax returns Valuation of small business and commercial damage calculation in connection with claim against real estate developer Forensic examination in connection with divorce proceeding 2005 Litigation consulting and expert testimony in connection with arbitration proceeding regarding wrongful termination of key executive Forensic examination, litigation and valuation consulting in connection with divorce proceeding. At issue was valuation of three day care centers Valuation for gift tax purposes of real estate limited partnership Forensic examination, litigation consulting, valuation and expert testimony in connection with shareholder dispute regarding $50 million wholesale meat operation Forensic examination, litigation consulting, report and deposition testimony on behalf of insurance carrier regarding terms of an $8 million stock purchase agreement Forensic examination, litigation consulting and critique of opposing expert s report in connection with a damage calculation and valuation regarding defective parts supplied to a manufacturing concern which later went out of business. Based upon my report, the case was settled for a negligible portion of the $1.8 million sought by the opposing expert Valuation of holding company in connection with gift tax filing Litigation consulting and valuation services in connection with a minority shareholder dispute involving a $10 million manufacturing company. 5

6 2003 Forensic accounting services in connection with death and divorce of real estate entrepreneur. Services included reconstruction of documents and re-creation of multi-million dollar financial records, statements and tax returns Forensic examination, expert witness report and preparation in connection with dispute arising from sale of a professional practice. Case settled favorably by summary judgment after my report was issued Expert witness report and preparation in connection with arbitrated dispute arising from sale of a travel business. Multi-million dollar fraud allegations against my client were dropped after my report was issued and I was deposed by opposing side Forensic investigation regarding malfeasance of CFO of major privately held manufacturing company 2001 Expert witness preparation in connection with dispute arising from alleged violations of purchase agreement warranty provisions 2000 Expert witness preparation in connection with damage calculation resulting from damage to printing press Valuation of proprietary machine manufacturing Company in connection with transfer of ownership Analysis and testimony related to insolvency of bar/restaurant business Valuation of three printing companies in connection with acquisition services Valuation of forms manufacturer in connection with transfer of business interests among family members Valuation of graphic arts design firm in connection with divorce proceedings Expert witness preparation in connection with divorce proceedings on behalf of owner of graphic arts design firm Valuation of patent on machinery in connection with sale of 50% interest to related party Valuation of design firm in connection with divorce. 6

7 1998 Valuation of small printing company in connection with sales of minority interests to existing shareholders Valuation of $6 million in sales label manufacturer in connection with acquisition due diligence Valuation of $2 million in sales media company in connection with acquisition and due diligence Valuation of an architectural consulting firm and testified at deposition Various accounting and analytical services to assist a medical practitioner in mediating a divorce settlement Reviewed opposing sides damage calculations on behalf of a printing press manufacturer and developed favorable alternative theory of damages from allegedly defective press Valuation of major printing company and negotiation of successful sale to a financial buyer Engaged by Chicago area law firm to perform a valuation of an architectural consulting firm in connection with a divorce. Opposing experts opinion came within $10,000 of ours, case settled Performed five valuations for various clients in connection with settlement of shareholder matters and divorce disputes Engaged by two clients to perform forensic accounting and mediation services in connection with divorce actions Engaged by attorneys for a Chicago area CPA firm to quantify damages alleged against their client. Although the plaintiff alleged damages in excess of $3.2 million, the jury awarded zero, based primarily on my testimony Engaged by four Chicago and Elgin area law firms in connection with forensic, valuation and expert witness services rendered as a result of divorce actions Engaged by six Chicago and Elgin law firms in 1994 to provide business valuation, forensic accounting and expert witness services in connection with divorce actions. 7

8 1994 Engaged by Chicago law firm to provide forensic and expert witness services on behalf of elderly widow allegedly cheated out of investment funds by large life insurance company. Case settled out of court for $200,000 in excess of financial damages suffered by widow Engaged by three Elgin Illinois law firms in connection with business valuation issues resulting from divorce actions Engaged by local/municipal government unit to investigate and quantify claims against former elected official for $1.7 million Engaged by Chicago law firm to defend damage claim for lost profits arising from allegedly defective merchandise supplied by their client. Instead of awarding the plaintiff claimed damages of over $1.0 million, the jury required plaintiff to pay our client $1,600 based primarily on my testimony Engaged by Oak Brook law firm to determine amount of unreported income and tax liability incurred by client in defense of claims by IRS criminal investigation division. Criminal charges were dropped as a result of my findings Engaged by Chicago law firm to determine measure of damages to a "squeezed-out" minority shareholder in a computer software company. Action dropped as a result of attempts to value the claim using incomplete or missing data Engaged by Chicago intellectual property law firm on behalf on plaintiff to determine damages (in excess of $2 million) as a result of patent infringement related to computer software Engaged by printer to determine lost profits in connection with business interruption due to loss of electrical service. Claim settled for $24,000 ($21,000 more than adjuster determined value) Engaged by Elgin law firm to defend damage claim against their client by a mail order specialty food house. The $262,681 claim was settled for $28,000 within five days of deposition Engaged by retirement community to determine future costs of excess amenity package and amount of required reserves. Contributed to eventual substantial out-of-court settlement Engaged by printing company to determine lost profits, costs of damage to press caused by faulty paper. Claim favorably settled prior to trial. 8

9 1987 Key expert in valuation of a gas station in connection with divorce proceeding. Court award based upon value provided Expert witness on question of debt vs. equity dispute between owners of a liquor store. Instrumental in a substantial out-of-court settlement received by client Engaged as a key witness in claim of condominium association against developer. Work and testimony resulted in jury award of $361,000 in favor of client Engaged by five principals of group of oil and gas companies to investigate mis/mal-non-feasance of former chief executive officer. During the period from 1983 through 1986, valued several oil and gas wells and related partnerships in Texas and Oklahoma. The work required the hiring of geologists to estimate the amount of mineral reserves and recovery costs. Using this data, the value of leasehold interests and the partnerships was determined as a basis for recovery against the former promoter of the program Engaged by eleven community association to investigate possible claims against respective developers. Engagements resulted in settlements of from $4,000 to $20, Engaged by major insurance company to investigate feasibility of commencing foreclosure proceedings against one of its real estate owners/debtors Engaged by major Chicagoland financial institution to investigate and formulate claims against developer venture partner. Determined basis for claims in excess of $800, Engaged by Chicago law firm to determine validity of claims in excess of $1,000,000 against its client arising from a major construction project spanning a period of eleven years. Suit was favorably settled out-of-court by mutual agreement of parties upon conclusion of discovery proceedings Engaged by prominent New York law firm on behalf of major publicly held corporation in connection with lawsuit filed by contractor against client corporation for approximately $1,800,000 of construction cost overruns. Developed theory of defense, which resulted favorably in out-of-court settlement with minimal liability to client. 9

10 Lawrence J. Kendzior CPA/ABV Curriculum Vitae as of April 2, 2009 GENERAL Graduated from Loyola University of Chicago, 1971, Bachelor of Business Administration, with Honors Passed uniform Illinois CPA examination, 1971 (first attempt) Over 35 CPA society courses in litigation and valuation, 1991 through present Passed accrediting examination for ABV credential, December 2008 EMPLOYMENT HISTORY Self employed practitioner and retired partner, Plante & Moran, May 1, 2004 present On May 1, 2004 the Firm of Gleeson, Sklar, Sawyers & Cumpata, LLP was merged into Plante & Moran, LLP. At the same time, Mr. Kendzior sold his partnership interest and relocated to Marathon, Florida. At present, 75% of his services are performed for clients located in Florida. While the majority of his work is performed as a sole practitioner, Mr. Kendzior also works with Plante & Moran, LLP, on of the twelve largest CPA firms in the United States, on larger projects. Gleeson, Sklar, Sawyers & Cumpata LLP, 1988 April 30, 2004 Partner Mr. Kendzior served as a client account manager for over 35 clients, supervising all accounting, auditing, tax and consulting work performed for clients in a wide variety of industries He has had substantial concentrations in the manufacturing, printing and real estate sectors. Recurring "compliance" services have included preparation of audited and unaudited financial statements, tax returns, projections and budgets. Management consulting projects have included litigation and expert witness services, business valuations, mergers and acquisitions, and corporate infrastructure development. While a partner with this Firm, Mr. Kendzior founded the litigation services and valuation practice in

11 Birger, Nyborg & Company, Partner Duties with this firm included management of accounting, auditing, tax and consulting practices for smaller owner-operated companies and condominium associations. Deloitte & Touche, Staff Auditor (three years), Manager (four years) Employed as a staff auditor, his duties included providing auditing and consulting services, including litigation services, to large public companies, primarily in manufacturing, financial services and real estate industries. His experience included a wide range of size, ranging from the Fortune 500 (Household International, Deere & Co., Navistar, Arthur Andersen & Co.) to the small privately held concern. Employed as a manager in the small business practice, his duties included providing tax, accounting and financial consulting services to privately held companies. One of his assignments while with this Firm was the development of a brochure on business valuation for owners of small and growing companies. RELEVANT EXPERIENCE Mr. Kendzior has provided litigation services, including expert witness testimony, to attorneys and their clients in areas such as divorce, damage calculations, shareholder disputes, contract damage claims, etc. In addition to assisting in claims and providing litigation services in numerous domestic and corporate situations, he has been called upon to testify as an expert witness in 8 court appearances and over 20 depositions. Mr. Kendzior also serves as a consultant to privately held businesses and their owners on financial, tax and operating aspects of their businesses. He also provides and coordinates business planning and merger and acquisition services, as well as business valuation services. AFFILIATIONS & MEMBERSHIPS Member, American Institute of Certified Public Accountants (AICPA) Member, Florida Institute of Certified Public Accountants (FICPA) Member, Valuation, Forensic Accounting, and Litigation Services Section of the Florida Institute of Certified Public Accountants 11

12 Lawrence J. Kendzior CPA/ABV FORENSIC, LITIGATION AND VALUATION REFERENCES Attorneys Mr. David Kirwan (305) Mr. Tom Palmer, Partner Meltzer, Purtil & Stelle (847) Mr. Calvin E. Koeppel, Partner Kal & Koeppel (630) Mr. Richard Sugar, Managing Partner Sugar, Friedberg and Felsenthal (312) Mr. William Buck DeVane (305) Mr. Gregory White, Partner Crowley, Barrett & Karaba (312) Mr. Alan Orschell, Partner Crowley, Barrett & Karaba (312) Mr. Lance Clark Lord, Bissell and Brook (312) Mr. Scott Humphrey Lord, Bissell and Brook (312) Mr. David Manz Greenman & Manz (305) Mr. William Andersen The Andersen Firm (305) Mr. John Turner Arnstein & Lehr (561) Ms. Julie Garber The Andersen Firm (305) Mr. Thomas Yardley Arnstein & Lehr (312)

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