Is it the Market or the Model? Petitioners in Delaware appraisal cases must necessarily argue that fair value exceeds the deal price. In contrast, financial economists tend to view prices from a well-functioning market as “true north” when valuing a stock. Valuation models—such as a discounted cash flow (DCF) model—+can be important tools but are known to be sensitive to their numerous inputs. When such a model results in a valuation that is at odds with market prices, it is imperative to understand the disconnect: Is it the market or the model that is wrong? In this Q&A, Analysis Group…
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The Excess Earnings Capitalization Rate This article presents a method for calculating the capitalization rate for excess earnings. The good news is that this capitalization rate can be calculated. The bad news is that with the calculated excess earnings capitalization rate, the excess earnings method gives the same value as the single period capitalization method under the Income Approach, i.e., the excess earnings method is not an independent valuation method. This article presents a method for calculating the capitalization rate for excess earnings. The good news is that this capitalization rate can be calculated. The bad news is that with…
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One Has Traction with Prospects, the Other Does Not Any product/service can almost always be viewed as either a vitamin or a painkiller. Which do you (or your firm) offer? Any product/service can almost always be viewed as either a vitamin or a painkiller. Which do you (or your firm) offer? BVFLS Services Can be Either Vitamins or Painkillers What’s the difference? Kind of obvious, but vitamins: Are condition-generic and can be found in every grocery or drug store.And so, they’re easy to come by. Don’t have universally recognized health benefits.And so, taking them may or may not make you…
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Privately Held Promissory Notes How should a privately held promissory note be valued? In this article Bruce Johnson answers this question. Bruce notes that the key issues to consider when valuing a privately held promissory note are the interest rate, amortization term, collateral, payment history, covenants and marketability of the note being valued. Once this information is assessed, an appraiser can conclude whether the subject note’s interest rate is below or above the market rate for a comparable investment with the same level of risk. The author advocates the use of rates from Business Development Companies because they are more…
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an Effective Elevator Pitch Professionals in the accounting, valuation, and finance sectors frequently struggle with a deceptively simple task: describing in a few words what their firm does and how it stands apart from the competition. If you, the reader, have experienced this difficulty, you can make it easier on yourself by having a thoughtful and concise elevator pitch ready to deploy when the opportunity arises. The ideal elevator pitch explains in clear, straightforward language what your firm does and how it is positioned in the marketplace. In this article, I will share some proven tips on how to write…
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Technology (Part V of V) Over the past decade, there has been a rapid adoption of technological innovations in the U.S., which has fundamentally changed the healthcare delivery system, improving the quality of patient care, as well as the efficiency of healthcare processes and practices. Research indicates that implementation of healthcare information technology (HIT) may lead to improved efficiency and quality management, especially in rural areas. This article, the last in the five-part rural healthcare series, will discuss the various technological advancements that may assist rural health clinics (RHCs) in providing more tailored and advanced care to a greater number…
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Applicable to Real Estate Holding Companies (Part II of II) In this second of a two-part series published in QuickRead August 01, 2019, the author discusses valuation discounts applicable to real estate holding companies and the incremental adjustments in the valuation of partial, non-controlling interests. After discussing the application of a minority discount or discount for lack of control (DLOC) in the last issue of Real Estate Perspectives, I will now turn to discussing the next incremental adjustment in the valuation of partial, non-controlling interests in entities holding real estate as their primary and most valuable asset. In this article,…
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Regulatory Issues (Part IV of V) As discussed in the first installment of this five-part series, rural health clinics (RHCs) are statutorily-created entities, established via the Rural Health Clinic Service Act of 1977. These providers face a range of federal and state legal and regulatory constraints, which affect their formation, operation, and transactions. This installment will discuss two important regulatory issues affecting RHCs: licensure requirements, and fraud and abuse law compliance. As discussed in the first installment of this five-part series, rural health clinics (RHCs) are statutorily-created entities, established via the Rural Health Clinic Service Act of 1977.[i] These providers…
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How to Avoid Romance of the Deal through Cold-Hearted Diligence This paper attempts to address these issues while presenting summary critical considerations that can and do mitigate the likelihood of unintended consequences and deals that fail to deliver. Specifically, it will speak to how advisors and buyers can verify and substantiate the most critical and yet intangible value drivers in a deal. Recently, private equity has been in the news again. Roughly one month ago, Elizabeth Warren announced new proposed legislation—the Wall Street Looting Act—intended to curb “useless speculation,” encourage “economic patriotism,” while targeting “vampires” intent on “bleeding companies dry”.…
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Reimbursement Environment (Part III of V) The U.S. government is the largest payor of medical costs, through Medicare and Medicaid, and has a strong influence on healthcare reimbursement. In 2017, Medicare and Medicaid accounted for an estimated $705.9 billion and $581.9 billion in healthcare spending, respectively. The prevalence of these public payors in the healthcare marketplace often results in their acting as a price setter and being used as a benchmark for private reimbursement rates. This is particularly true for RHCs, which tend to serve a disproportionately large Medicare population. This third installment in the five-part series on RHCs will…
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An Appraiser in Court This is a review of Henry J. Wise’s, MAI, CBA, BVAL, CRE (Retired) recently released book, It’s Only an Opinion: An Appraiser in Court. In this book, comprised of 23 chapters, Mr. Wise is not only humorous but also insightful. He shares several nuggets from his 35-years of experience testifying in court on real estate controversies. He offers valuable information to business appraisers, real estate attorneys, and real property appraisers. This is a review of Henry J. Wise’s, MAI, CBA, BVAL, CRE (Retired), recently released book, It’s Only an Opinion: An Appraiser in Court. In this…
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Modern New Business Rule and How it Has Been Applied by the Courts Earlier this year, the author published two articles that appeared in QuickRead discussing calculating lost profits and defense responses for lost profits calculations in cases falling under the modern new business rule. The foundation for the article on defense strategies was an article published by Victor Goldberg. Following publication, the author was contacted by Mr. Goldberg, who recommended additional reading on this topic. That has led to this article. Under the new business rule, a new or unestablished business could not recover lost profits. This rule was…
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For Rural Health Clinics Competition (Part II of V) As discussed in the first installment of this five-part series regarding Rural Health Clinics (RHCs), the significant proportion of RHCs operating at a loss has led to an overall reduction in the number of RHCs. Despite this decrease, the demand for RHCs continues to rise, limiting access to care for patients in rural communities. This second installment will review the competitive environment of RHCs. As discussed in the first installment of this five-part series regarding Rural Health Clinics (RHCs), the significant proportion of RHCs operating at a loss has led to…
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Establish Yourself as a Sought-after Speaker Public speaking offers a range of opportunities—from professional growth, to promotion of you and your business, to breathing new life into your existing network. In addition, by doing a little preparation and research, you will find many excellent opportunities within your reach. In this article, the author helps the reader learn how to find the perfect audience for their expertise—and lay groundwork for speaking engagements that will help the expert and their company. Public speaking offers a range of opportunities—from professional growth, to promotion of you and your business, to breathing new life into…
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Applicable to Real Estate Holding Companies (Part I of II) In this two-part series, the author discusses real estate holding companies and describes the use of minority discounts (also known as the discount for lack of control [DLOC]) in the valuation of partial, non-controlling interests in entities holding real estate as their primary and most valuable asset. Part II will address the use of the discount for lack of marketability (DLOM) and certain other discounts applicable to interests in real estate holding companies. [su_pullquote align=”right”]Resources: Discounts for Lack of Marketability (DLOM) Workshop Advanced Valuation: Applications and Models Workshop How and…
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for Rural Health Clinics (Part I of V) The first of a five-part series where the authors describe the issues encountered valuing rural health care clinics. This first article discusses fair market value considerations for rural health clinics. Introduction Rural health clinics (RHCs) are specially certified entities that were created in order to increase access to primary care services for patients located in rural communities.[1] RHCs were established via the Rural Health Clinic Service Act of 1977, which law was promulgated to address the increasing shortage of healthcare services in rural areas.[2] These clinics are specially licensed healthcare organizations through…
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Selecting a Mediator is More Important Than Ever, Or? Mediation is the primary case management device used by the courts to resolve disputes, and the mediation process is frequently included in the dispute resolution section of most contracts. In some situations, mediation is even mandatory. What is interesting to note is that there are no uniform, national standards for training or regulating mediators. Some courts have standards for mediators on their rosters, but private practice mediators are virtually unregulated. Unfortunately, mediation has not met the test of a true profession. In this article, the author shares questions to consider asking…
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A Neutral Approach to Unimpeachable Standards C. Zachary Meyers, CPA. CVA, the author of this article, is NACVA’s Standards Board (SDB) Chair. The SDB was formed in 2016. The SDB’s purpose is to promulgate NACVA’s Standards, including the development of interpretations, amendments, restatements, and new releases of NACVA’s Standards as deemed necessary and prudent. While being able to influence the very rule governing one’s profession is an astute honor, the most rewarding role performed by the SDB is that of responding to questions that a member has asked or issue they are dealing with. This article discusses how standards must…
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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. [su_pullquote align=”right”]Resources: Forensic Accounting Academy Forensic Accounting Specialty Webinars Forensic Accounting Techniques in Business Appraisals Financial…
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The Limits Applied to Public and Private Companies The Tax Cuts and Jobs Act (TCJA) made important changes to Section 162(m) of the Internal Revenue Code. That section limits a publicly held corporation’s tax deduction for compensation paid to each covered employee to a maximum of $1,000,000 per year. A corporation is publicly held if it has issued securities required to be registered under Section 12 of the Securities Exchange Act of 1934. Under TCJA, Section 162(m) also applies to private companies that file reports under section 15(d) of the Exchange Act. The Tax Cuts and Jobs Act (TCJA) made…