Best Practices: Thought Leadership in Valuation, Damages, and Transfer Price Analysis This fall, Robert F. Reilly and Robert P. Schweihs published Best Practices: Thought Leadership in Valuation, Damages, and Transfer Price Analysis. The book celebrates the 50th anniversary of Willamette Management Associates and is intended to present thought leadership. The topics selected for inclusion are topics that the authors felt did not already enjoy thought leadership discussion in the current literature. As the authors note: “we were not satisfied with the breadth or depth of the available literature in [many of the topics covered]. We usually concluded: Someone should write…
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The Cost of Equity Capital (Part II of II) This is the second of a two-part series article focused on issues that arise estimating the cost of equity capital. In most forensic-related valuation analyses, one procedure that affects most valuations is the measurement of the present value discount rate. This discount rate analysis may affect the forensic-related valuation of private companies, business ownership interests, securities, and intangible assets. This discussion summarizes three models that analysts typically apply to estimate the cost of equity capital component of the present value discount rate: (1) the capital asset pricing model, (2) the modified…
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The Cost of Equity Capital (Part I of II) This is the first of a two-part series article focused on issues that arise estimating the cost of equity capital. In most forensic-related valuation analyses, one procedure that affects most valuations is the measurement of the present value discount rate. This discount rate analysis may affect the forensic-related valuation of private companies, business ownership interests, securities, and intangible assets. This discussion summarizes three models that analysts typically apply to estimate the cost of equity capital component of the present value discount rate: (1) the capital asset pricing model, (2) the modified…
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And Runaway Valuations In a discounted cash flow analysis, a large portion of a firm’s value is typically attributed to the terminal value, i.e., the value beyond the projection period. Valuation presentations often show or discuss what happens to the firm’s value if the perpetuity growth rate (PGR) is changed. In this sensitivity analysis, it is common to see wild swings in valuations because the terminal value changes a lot when one changes the PGR for a given level of weighted average cost of capital (WACC). However, this large variation in terminal values could be a result of not linking…
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Observations and Delaware Fair Value (Part II of II) This is the second of a two-part article, read Part I here, that focuses on empirical evidence supporting the size premium adjustment, observations regarding the CRSP size premium 10th decile category, liquidity issues that may account for the size premium, and certain Delaware Chancery Court decisions involving a size premium discussion. In this second part, the author focuses on the latter two points. These are discussed since in the past few years there have been numerous fair value business valuation related disputes decided by the Delaware Court of Chancery that involved…
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Observations and Delaware Fair Value (Part I of II) This is a two-part article that focuses on empirical evidence supporting the size premium adjustment, observations regarding the CRSP size premium 10th decile category, liquidity issues that may account for the size premium, and certain Delaware Chancery Court decisions involving a size premium discussion. These are discussed since in the past few years there have been numerous fair value business valuation related disputes decided by the Delaware Court of Chancery that involved certain cost of equity capital postulates. Valuation analysts should be aware of potential issues related to incorporating a size…
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In Financial Projections (Part II of II) This is a two-part article that considers the review and assessment of prospective financial information. Specifically, this discussion describes the behavioral bias that may influence financial projections. This discussion should inform any party involved in compiling or assessing financial projections. This discussion is particularly relevant for fiduciaries who may be involved in the transaction or other investment decision-making process. In Part I of this article, the authors discussed key questions fiduciaries should ask to understand financial projections and eliminate or reduce bias. In this second-part, the authors discuss company-specific considerations—a qualitative approach and…
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The Tax Cuts and Jobs Act of 2017 H.R.1 There was a flurry of activity within the valuation community following passage of the Tax Cuts and Jobs Act of 2017 (TCJA) and several complicated tax calculation models were unveiled. While we acknowledge the TCJA is beginning to show a noticeable impact on the level of our value conclusions, how much of an impact ought it really have on the way we perform our work? In this article, the author reviews salient features of the TCJA and concludes with some thoughts and suggestions for retaining common sense and applying simplicity to…
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In Financial Projections (Part I of II) This is a two-part article that considers the review and assessment of prospective financial information. Specifically, this discussion describes the behavioral bias that may influence financial projections. This discussion should inform any party involved in compiling or assessing financial projections. This discussion is particularly relevant for fiduciaries who may be involved in the transaction or other investment decision-making process. Introduction This discussion considers the review and assessment of financial projections that are prepared as part of a corporate transaction. This discussion may inform any party involved in compiling or assessing financial projections. This…
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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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In Dissenting Shareholder Appraisal Rights Matters (Part II of II) The Delaware Court of Chancery decisions on the treatment of synergistic value in dissenting shareholder appraisal rights cases provide meaningful guidance to valuation analysts, legal counsel, and other courts. This final part of the article continues the discussion on recent judicial decisions issued by the Delaware Court of Chancery where synergistic value was a consideration in a dissenting shareholder appraisal rights matter. This discussion provides insights related to the treatment of synergistic value within the context of a statutory appraisal rights fair value controversy. [su_pullquote align=”right”]Resources: Foundations of Financial Forensics…
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In Dissenting Shareholder Appraisal Rights Matters (Part I of II) The Delaware Court of Chancery decisions on the treatment of synergistic value in dissenting shareholder appraisal rights cases provide meaningful guidance to valuation analysts, legal counsel, and other courts. In this two-part article, the author discusses recent judicial decisions issued by the Delaware Court of Chancery where synergistic value was a consideration in a dissenting shareholder appraisal rights matter. This discussion provides insights related to the treatment of synergistic value within the context of a statutory appraisal rights fair value controversy. [su_pullquote align=”right”]Resources: Foundations Of Financial Forensics Workshop Financial Litigation…
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It is all Based on Your Perspective In this article, the author presents three common ways that a single purchase price may be calculated and presented. With football season on the horizon, I cannot help but think about September 24, 2013—a night that many football fans will not soon forget. The Seattle Seahawks were playing the Green Bay Packers on Monday Night Football. The game was going down to the wire and Seattle trailing 12-7 with only a few seconds remaining. With time expiring, Seattle quarterback Russell Wilson heaved a 24-yard pass to receiver Golden Tate in the endzone. Green…
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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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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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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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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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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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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…