Small Business Valuations
Using Forensic Accounting
Valuing the small business is how most valuators earn their living. These small businesses pose as much issues to valuation professionals as they do for tax, accounting, and legal professionals by providing these entities with advice. The issues are wide-ranging, and the purpose of this article is not to patronize small business owners; rather, the purpose of this article is to discuss the challenges we in the valuation community face when valuing small businesses and how forensic accounting techniques can help.
According to the U.S. Small Business Administrationâ€™s (SBA) 2018 Small Business Profile, there are 30.2 million small businesses in the U.S., accounting for 99.9% of U.S. businesses and employing 58.9 million individuals (47.5% of U.S. employees). While the definition of what is a small business can be argued, what cannot be disagreed is that the U.S. business valuation community deals with â€śsmall businessâ€ť valuations much more widely than public companies. Valuing the small business is how most valuators earn their living. These small businesses pose as much issues to valuation professionals as they do for tax, accounting, and legal professionals by providing these entities with advice. The issues are wide-ranging, and the purpose of this article is not to patronize small business owners; rather, the purpose of this article is to discuss the challenges we in the valuation community face when valuing small businesses and how forensic accounting techniques can help.
How many of you have started a valuation engagement and the only financial statements you receive are the previous years tax returns? How many of those tax returns have discarded Schedule L (balance sheet) information? The point I am trying to make is that valuators are already starting at a disadvantaged place. Many of the valuation engagements we perform require us to put on our forensic accounting and tax advisor hats to unravel the poor books and records to ensure that the â€śbaselineâ€ť financial data is accurate. Many small businesses only reporting requirements are for federal tax purposes; thus, there is a heavy emphasis by their preparers to minimize tax liabilities and not to ensure that tax returns (which are NOT financial statements) are complete and accurate. What we are left with is a picture through one viewpoint, which may not be representative of the financial condition of the subject company.
Two common methods used today to determine and allocate value to enterprise and personal goodwill are the Bottoms-up Method and the With-or-Without Method. To correctly apply these methods, an analyst needs to use techniques founded in forensic accounting. The remainder of this article discusses those techniques and their application to the valuation process.
In my opinion, before we look at any financials or speak to management, we need to understand the industry and the market the subject company works in. An understanding of the typical types of revenues, expenses, assets, and liabilities will allow the forensic accounting expert to identify â€śbaselineâ€ť data which can be used to identify unusual or unnecessary items. This allows the forensic accountant to put together questions to ask the subject company owner. These questions are one of the tools forensic accountants use during inquiry to uncover unknown or unidentified assets, liabilities, revenues, or expenses. Â Â
Another forensic accounting technique is data driven. Vertical and Horizontal analysis is a helpful tool to also understand trends and deviations from historical data. Vertical analysis is the use of common sizing financial statements. These figures can be compared to industry benchmarks or other related companies to understand what, if any, deviations there are. This information can be used in horizontal analysis wherein you review data over a period to identify linear trends. Looking at figures in dollars or as percentages can give a unique insight and perspective for these comparative purposes. It also may identify relations between income statements and balance sheets. For example, it is not uncommon to see many expense line items â€śdisappearâ€ť. However, when focusing on the income statement alone, an individual may not identify that, for some reason, the subject company has capitalized these expenses. A second example to the above scenario can find changes in accounting procedures wherein an individual may decide to â€śhideâ€ť or book transactions to an equity account.
The identification of trends, deviations, or other occurrences helps forensic accountants not only piece together items that need further review but assist attorneys in forming questions for deposition or interrogatories. These questions are key to helping you and the attorney unravel some of the mess you are looking at. They also may impact other sections of the matter your working on such as hidden assets in a business that are personal (i.e., divorce) or the improper recognition of expenses that should be capitalized as assets (i.e., lost profits).
Most well-trained accountants can identify the items described above. A forensic accountant is skilled in crafting questions. Knowing that the person being asked the question may not be truthful is always in the mind of a forensic accountant. Thus, it is imperative to develop questions that do not outright seek the answer by alerting the individual of what was found. Let me give a quick example.
John CPA is working with Jane Attorney on a family law case and suspects the husband is hiding personal assets within the business. John identified this by noticing certain expense trends that were not found in prior years and an increase in office expense, but no changes in personnel or anything else operationally. Instead of asking husband directly about these items, John asks, â€śI see that your net profits have decreased; this must be hard on you meeting personal objectivesâ€ť. This is a subtle change, but what John has done is built a rapport with Husband. He indirectly lets him know he â€śfeels his painâ€ť and begins the process of opening the husband up as opposed to keeping the husband in a defensive position. It is important that during inquiries, valuators do not try to â€świn the caseâ€ť with a GOTCHA question; rather, an inviting nature can go a long way. Maybe you do not get a direct answer, but you find out that the general ledger details that were not available suddenly are.
My point is that forensic accountants are trained to play chess. They understand that not every battle is won, but you must give to get.
Josh Shilts, CPA, ABV, CFF, CGMA, is a partner with Villela & Shilts, LLC. He is focused on assisting attorneys, individuals, and businesses with complex financial matters and disputes. He has held roles with international consulting and public accounting firms in Miami and New York City, as well as positions with large public organizations. Mr. Shilts is a frequent lecturer on a variety of forensic accounting matters. He has been involved with hundreds of forensic investigations dealing with a variety of matters involving personal and business disputes as well as the identification and mitigation of fraudulent activities. Clients have sought Mr. Shiltsâ€™ advice and services because of his unique industry experience and knowledge. In addition to providing â€śtraditionalâ€ť accounting services, his experience includes providing forensic accounting and litigation support, and management and advisory services.
Mr. Shilts can be contacted at (904) 325-9006 or by e-mail to Josh@VSCPA.us.