The Future of Main Street Business Succession In 2001, veteran investment banker, Peter Christman, first identified the need for a holistic approach to preparing owners of midmarket businesses for sale and/or exit. He set about writing a book to address this. At the time, the first Baby Boomer was 56 years of age. Those Baby Boomers are now not so young. In this article, the author shares his impression of the challenges Main Street business owners and business succession advisors face developing a plan and executing the exit plan. A Brief History Depending on how you mark the start date,…
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When Guideline Companies are Not Very Good? When given a choice, do you prefer to minimize errors of commission or omission? The answer will likely influence your view as to whether the market approach should be used when valuing a company with guideline companies that are not very good. Someone who seeks to minimize errors of commission will likely exclude the market approach due to the difficulties in executing the analysis. Conversely, someone who seeks to minimize errors of omission will likely include the market approach due to the insight it can provide as a ‘sanity check’ to the other…
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Changing Assignments from Fairness Opinion to Business Valuation Commercial damages matters can be challenging and require a flexible mind when “wrapping your brain” around the issues and facts of a particular case. Beginning in the first quarter of 2019 and running through October 2020, I had an assignment which began with a simple fairness opinion letter and ended with my testifying at trial to defend my valuation of the business. This article will review the changes in my assignment, the decision to value the business, the Daubert challenge brought by the opposing side, and testifying via Zoom at the trial.…
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The Art of Business Valuation: Accurately Valuing a Small Business This is a book review of The Art of Busines Valuation: Accurately Valuing a Small Business. This book is a guide and desk reference for valuing businesses under $10 million in revenues. The primary question answered in the book is: How do we as business valuators, business brokers, accountants, lawyers, owners, and other interested parties prepare, review, evaluate, or use an accurate business valuation for small and very small businesses in a difficult environment? A business valuation is not just a matter of applying techniques, it has to make sense.…
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Conducting Financial Due Diligence and Quality of Earnings Analysis Financial due diligence and quality of earnings reports provide a third-party analysis of a target company’s current financial position and historical financial performance. When evaluating a potential business acquisition, it is crucial to understand the nature and magnitude of the business’ cash flows. Whether from the perspective of the buyer or seller, the earnings of the business are essential to determine an appropriate purchase price or multiple to be used in pricing the deal. Furthermore, it is in the best interest of both sides of a transaction to accurately represent and…
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Repurchase Obligation Liability There are certain valuation aspects that are unique to employee stock ownership plan (ESOP) sponsor company valuation engagements. The ESOP repurchase obligation is one of those aspects. There is a diversity of practice in the valuation profession as to how to treat the repurchase obligation for sponsor company valuations performed for ESOP administration purposes. There are several alternatives that may be appropriate depending on the facts and circumstances of the assignment, and the analyst’s interpretation of the fair market value standard of value for ESOP administration engagements. This discussion provides a hypothetical ESOP sponsor company valuation to…
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The Art and Science Most businesses have special characteristics that affect its value. Some are endemic to the industry and some relate to the personal nature of those managing the business. Wealth management businesses have both characteristics. Here are some considerations that go into determining the valuation. Most businesses have special characteristics that affect its value. Some are endemic to the industry and some relate to the personal nature of those managing the business. Wealth management businesses have both characteristics. Here are some considerations that go into determining the valuation. Defining a Wealth Management Business Wealth management businesses manage investible…
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The Problem with Exit Multiples Most of an Income Approach-based valuation is frequently in the terminal value. Thus, an Income Approach-based valuation that relies on an exit multiple to arrive at a terminal value is essentially a Market Approach-based valuation in disguise. Many practitioners do not use an exit multiple to arrive at a terminal value for this reason. Nevertheless, numerous practitioners prefer to use an exit multiple. The basis is straight-forward: the goal is to arrive at a value of the business at the end of the discrete projection period and a hypothetical sale at that time is likely…
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Must Know Accounting Rules Earnouts are often used in transactions to bridge the gap between what a buyer is willing to pay up front and what a seller wants in the way of total compensation to complete a deal. Therefore, earnouts are typically constructed to allow the seller to enjoy additional upside if the acquired company reaches certain performance targets after the sale while providing the buyer with downside protection if the projected performance after the deal closes does not materialize. That said, practitioners must understand accounting rules that could result in an earnout not being deemed an earnout. The…
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Understanding Terms and Bridging a Potential Valuation Gap It is not uncommon for litigation to stem from disagreements over the value of privately held companies and ownership interests in those entities. In those situations, many different values are often discussed as the parties attempt to reach a resolution. It is important to make sure that the parties are speaking the same language as far as the type of value being considered—equity value, enterprise value or invested capital value. While these three types of value are related, there are significant differences between them and understanding those differences is important in reaching…
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Adherence to Development and Reporting Standards in Family Law Litigation When applied correctly, the Market Approach can link value to market evidence and help support a thorough and well-reasoned valuation. However, valuation analysts often struggle with a variety of challenges when applying the Market Approach that include locating and selecting good comparable companies, selecting or calculating various valuation multiples from reported data, and weighting or selecting indications of value derived from various applied multiples. Recently published research from Doron Nissim at the Columbia Business School at Columbia University NY may shed some light on the best measure of operating performance…
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Perils of Selling to Family Members and Delaying a Sale Now to Third Parties Are the increases in market multiples and the access to capital a sign of the impending surge of business exits? In this article, the author shares his views on selling to family members vis-à-vis to a non-heir third party, the perils of waiting to sell a business, discussing the valuation gap and seller’s expectations, and delaying a sell.
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Earnings season will get underway next week. Banks should live up to their reputation as being boring albeit with pretty good results. Loan growth looks as though it will be modest, but net interest margins should increase following the March and June rate hikes and the accompanying move higher in the London Interbank Offered Rate. Jeff Davis, CFA, managing director of Mercer Capital’s Financial Institutions Group, discusses this topic. To read the full article in Mercer Capital’s Financial Reporting Blog, click: EBITDA and Credit Stretching. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. …
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When and how do externally-driven events affect company value? What certain events constitute meaningful data points from a valuation perspective? And are they benchmarks or outliers? Lucas Parris, senior member of Mercer Capital’s Financial Reporting Valuation Group, explains. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Amazon, Whole Foods, and Value Implications. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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How do you get buyers and sellers to execute an M&A transaction when the prospects of an industry are extremely uncertain? Part of the answer may be to structure the deal in a way that defers payment of a (significant) portion of the purchase price in the form of contingent consideration. In this blog post, Sujan Rajbhandary, vice president, interviews Travis Harms, who leads Mercer’s valuation for financial reporting practice, to get his thoughts on the new valuation guidance. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Q&A: New Guidance on Valuation of Contingent Consideration (Earnouts).…
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When it comes to money, “enough” is the hardest word to define in the English language. The challenge of defining “enough” extends to corporate managers deciding what cash balance is appropriate. Travis Harms, lead of Mercer Capital’s Financial Reporting Valuation Group, takes us through the data offering helpful tips. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Is Cash Always King? This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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Hotel Business Value QuickRead’s Technical Editor, Roberto Castro, reviews BVR’s What It’s Worth: Hotel Business Value. There are few resources available for business valuation professionals that focus on the valuation of hotels. The “go to” reference books have been Stephen Rushmore, MAI and Erich Baum’s Hotels & Motels: Valuations and Market Studies, a 2001 Appraisal Institute publication, and David Harper’s Valuation of Hotels for Investors, a 2008 EG Books publication. BVR’s Special Report, What It’s Worth: Hotel Business Value, covers some of the ground included in these other publications but highlights opportunities available to business valuation practitioners and takes issue…
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The magnitude of the equity risk premium, or required return in excess of the risk-free rate, is a perennial question for valuation specialists. Travis Harms, Mercer Capital’s Financial Reporting Valuation Group lead, explains that the aggregate equity premium is typically broken into two pieces: 1) a market risk premium, and 2) a size premium. To read the full article in Mercer Capital’s Financial Reporting Blog, click: A Market Participant Perspective on the Size Premium. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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What risk assets are not near record valuations, aside from assets in a few sectors such as energy and retail? Investing when multiple expansion occurs over a holding period is a great thing, but multiples cannot expand forever; they also can contract. Jeff Davis, managing director of Mercer Capital’s Financial Institutions Group, explains. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Gravity Matters, Especially for Financial Investors. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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Since the Federal Reserve issued guidance on leveraged lending limits, borrowers and lenders have been interested in the ratio of debt-to-EBITDA in proposed financing packages. However, banks are supposed to steer clear of deals for which the ratio is 6.0x or greater. Travis Harms, Mercer Capital’s Financial Reporting Valuation Group lead, explains the topic of earnings adjustments. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Ultimate Earnings Adjustments. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.