Procedures and Bankruptcy Code Changes for CPAs and Consultants A business or individual facing financial distress can utilize three types of federal bankruptcies to attempt to resolve their financial difficulties. This article provides an overview of the differences and when each would be used. Keep in mind that bankruptcy is a legal proceeding and must be handled by an attorney. However, business and financial advisors need to have a good understanding of the process, when a bankruptcy is necessary, and which type is most applicable. Advisors need to be able to take a dispassionate view and assist in advising a…
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Their Potential Impact on Valuing a Construction Contractor Construction claims may impact the value of a construction company. In this article, the author discusses the issues that arise and the methodologies that may impact the valuation. A construction claim is a demand made by the contractor to the owner for additional revenue for construction work performed on a construction project which is beyond the terms of the contract. Simply stated, a construction claim is a change order that has not been settled or negotiated between the owner and contractor. If the construction claim cannot be settled or negotiated, then most…
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For When a Client Wants to Sell Their Business The authors in this article share a checklist developed and provided to firm clients contemplating a sell of their business. Following are the steps involved when a client wants to sell their business. Buyers can also use this list as a timeline and road map of the steps that are expected to occur and what is expected of them. ❏ Be sure client wants to sell ❏ Be doubly sure client wants to sell. Them saying it does not make it so. Many prospective sellers start the process but do not…
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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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Seven Things You Can Do When You Have Nothing To Do You were humming along nicely … until the shelter-in-place orders hit. All cylinders were firing. You were busy! And now you are not … or not as. What do you do with the (hopefully temporary) lull? Panic? Or use the opportunity to systematically find more work? You were humming along nicely … until the shelter-in-place orders hit. All cylinders were firing. You were busy! And now you are not … or not as. What do you do with the (hopefully temporary) lull? Panic? Or use the opportunity to systematically…
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Target Market Research Why do some professional services firms grow faster than others? The 2020 High Growth Study provides insights on this topic—and on the impact of doing original research about one’s target audience. The author in this article shares the value of target marketing. Why do some professional services firms grow faster than others? The 2020 High Growth Study provides insights on this topic—and on the impact of doing original research about one’s target audience. The data is compelling. Simply put, firms that conduct frequent research on their target audiences grow faster. As shown in Figure 1, doing even…
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A Leverage ESOP versus a Non-Leverage ESOP An employee stock ownership plan (ESOP) is a qualified retirement plan that allows employees to hold equity in the sponsor company that employs them. There are various strategies that may be considered when the sponsor company forms an ESOP. One important structural decision regarding the ESOP formation is whether the ESOP will be leveraged or non-leveraged. This discussion compares the leveraged ESOP structure and the non-leveraged ESOP structure. Introduction There is a reason for the phrase, “no two ESOPs are alike.” An employee stock ownership plan (ESOP) can be structured to meet a…
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Skillsets Needed to Excel as an Expert During Cross-Examination For those financial experts awaiting their first opportunity to testify, as well as for those not certain of their skillsets, the author shares his tips on how to be impressive on the witness stand. As an attorney-CPA credentialed in business valuation, I have had the opportunity both to be the “expert” sitting in the witness chair and to be the lawyer doing the cross-examination. I have also had the advantage of being buyer or seller counsel on many “real world” transactions. It is certainly more enjoyable to be the person asking…
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Reflections on the Ninth Circuit’s Decision in Amazon.com, Inc. v. Commissioner What is included when valuing intangibles assets for transfer pricing purposes? This is an issue that was addressed once by the U.S. Tax Court and more recently, the Ninth Circuit Court of Appeals. In a unanimous decision by the U.S. Court of Appeals for the Ninth Circuit (issued on August 16, 2019) the court of appeals affirmed the decision of the U.S. Tax Court in Amazon.com, Inc. v. Commissioner, 148 T.C. 108 (March 23, 2017). The court held that intangible assets under the U.S. transfer pricing regulations, under Section…
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Miscalculations and Entitlement Traps? What exactly is a “Legacy Payment”? Legacy Payments are those payments made to the prior generation when the next generation buys a family business. These payments include the debt service, principal and interest, on the purchase of the family business and possibly the real estate too; in addition, there are other types of Legacy Payments that can add weight to the total payments expected by the exiting family members. In this article, the author discusses what could go wrong and how legacy payments and an entitlement mindset can lead to the demise of the business. Ok,…
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Are You Discounting or Negotiating? Are you discounting your project price? Negotiating the project’s price? Are these acceptable in the current economic environment? Here, Rod Burkert answers these questions. The times are certainly a bit crazy. And we are all doing what we can to pivot and survive. But discounting your pricing doesn’t have to be one of the tactics you pursue. You can already guess that discounting and negotiating are not the same things—though I am telling you that one-way negotiating (and we do a lot of that) is discounting. Discounting is definitely a problem … negotiating, less so…
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Thinking Through the Valuation Implications of COVID-19 As business valuation professionals, we are required to project the economic future of a business. In the past, valuation professionals used many sources of information to reduce the uncertainties inherent in valuation, key among them: 1) past performance, 2) industry reports, 3) company and/or stock sale data, and 4) cost of capital data. Now, valuation professionals are suddenly faced with these resources having lost much of their predictive value and reports are due. Throwing up one’s hands is not an option. Since very few valuation professionals have the prognostic abilities of Nostradamus, the…
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Technology (Part V of V) As noted in the first installment of this five-part series, an ambulatory surgery center (ASC) is a distinct entity that primarily provides outpatient surgical procedures to patients who do not require an overnight stay after the procedure. ASCs typically provide relatively uncomplicated surgical procedures in a non-hospital, outpatient setting, and most ASC cases are non-emergency, noninfected, and elective. The last installment of this series on the valuation of ASCs will review some of the technology advancements that are driving ASC industry growth and evolution. [su_pullquote align=”right”]Resources: Valuation of Ambulatory Surgery Centers—Introduction (Part I of V)…
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Four Key Differentiators that Lead to Success Hinge Research Institute conducted a study that involved 230 accounting and financial services firms. This 2020 High Growth Study includes extensive information on what sets apart high growth firms from its competitors in the study. It focused on those that had experienced 20% or greater compound annual growth in revenue over a three-year period. This article provides an overview of critical findings. It is no secret that certain accounting and financial services firms grow faster than others. At the Hinge Research Institute, we have been interested in understanding why and how—specifically, what types…
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Regulatory (Part IV of V) As noted in the first installment of this five-part series, an ambulatory surgery center (ASC) is a distinct entity that primarily provides outpatient surgical procedures to patients who do not require an overnight stay after the procedure. ASCs typically provide relatively uncomplicated surgical procedures in a non-hospital, outpatient setting, and most ASC cases are non-emergency, noninfected, and elective. This fourth installment will discuss the regulatory environment in which ASCs operate. [su_pullquote align=”right”]Resources: Valuation of Ambulatory Surgery Centers—Introduction (Part I of V) Valuation of Ambulatory Surgery Centers—Competition (Part II of V) Valuation of Ambulatory Surgery Centers—Reimbursement…
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Recognize and Avoid Substantial Valuation Differentials One of the critical inputs in the capital asset pricing model (CAPM) is beta. In practice, there are two typical ways beta is estimated. Making an incorrect assumption could lead to substantial valuation differentials of over 10% in many cases and can lead to valuation differentials of over 50% in some instances. In addition, our analysis indicates that we would not be able to tell the direction and magnitude of the valuation differential in advance unless the correct calculation is performed. One of the critical inputs in the capital asset pricing model (CAPM) is…
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Reimbursement (Part III of V) As noted in the first installment of this five-part series, an ambulatory surgery center (ASC) is a distinct entity that primarily provides outpatient surgical procedures to patients who do not require an overnight stay after the procedure. The facilities typically provide relatively uncomplicated surgical procedures in a non-hospital, outpatient setting, and most ASC cases are non-emergency, noninfected, and elective. This third installment on the valuation of ASCs will discuss the reimbursement environment of ASCs. [su_pullquote align=”right”]Resources: Valuation of Ambulatory Surgery Centers—Introduction (Part I of V) Valuation of Ambulatory Surgery Centers—Competition (Part II of V) [/su_pullquote]…
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On April 8, 2020, the American Society of Appraisers (ASA), CBV Institute, Global Association of Certified Valuators and Analysts (GACVA), National Association of Certified Valuators and Analysts (NACVA), and The Royal Institution of Chartered Surveyors (RICS) collaborated to host a free virtual town hall to discuss how the COVID-19 pandemic will impact business valuation analysts and appraisal titled “Impact of COVID-19 to Global Business Valuation and Appraisal.” This article attempts to unpack the post-COVID-19 guidance discussed during this town hall and provide a synthesized breakdown of the most critical advice provided. [su_pullquote align=”right”]Resources:NACVA COVID-19 Public Service Campaign | Staying in…
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Competition (Part II of V) This second installment in this five-part series on the valuation of ASCs will discuss the competitive environment of ASCs, by competitor type. [su_pullquote align=”right”]Resources:Valuation of Ambulatory Surgery Centers—Introduction (Part I of V)[/su_pullquote] As noted in the first installment of this five-part series, an ambulatory surgery center (ASC) is a distinct entity that primarily provides outpatient surgical procedures to patients who do not require an overnight stay after the procedure.[1] The facilities typically provide relatively uncomplicated surgical procedures in a non-hospital setting, and most ASC cases are non-emergency, non-infected, and elective.[2] ASCs compete in an increasingly…
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Introduction (Part I of V) Ambulatory surgery centers (ASC) grew dramatically until 2008 and during the growth period provided services previously only available at hospitals. In this five-part series, the authors first discuss the emergence and decline of ASCs, the forces driving growth and contraction, and how the ASC business model differs from that of hospitals. The remaining articles in this series discuss: 1) the regulatory environment of the ASC industry; 2) the reimbursement environment of the ASC industry; 3) the competitive environment of the ASC industry; and 4) the technological environment of the ASC industry. These provide a brief…