A Discount for Controlling Interests This article examines studies and judicial decisions addressing the use of DLOMs where there are controlling, 100% ownership interests, followed by review of a recent client assignment that illustrates the importance of being well versed with the valuation theory in this area.
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Book Review by Michael D. Pakter, CPA, CFF, CGMA, CFE, CVA, MAFF, CA, CIRA, CDBV In this article, Michael D. Pakter, writes a brief review of Michael Gregory’s latest book, Business Valuations and the IRS: Five Books in One.
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To a Key Employee—Part II of II In this second part, the author provides readers an illustration of the decision-making and allocation issues. These include issuing options, phantom stock, and converting the existing entity. Read Part I here.
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To a Key Employee—Part I of II The author encourages, as a starting point, owners of a closely held company to consider numerous issues with regard to the compensation of key employees. If the closely held company operations are successful, valuable and long-term employees sometimes seek to be compensated through an equity ownership in the company. This key employee desire for equity ownership has practical implications as well as taxation implications. From the practical perspective, the founding owners assumed the business risks and financial risks of starting the closely held company. Accordingly, the founding owners understandably feel that they are…
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While valuation may generally be part art and part science, rebutting and/or defending a valuation introduces additional types of art and science. The stakes are often higher because interested parties are affected by the contested valuation’s outcome, and the narrative can become more nuanced due to conflicting views on a variety of issues. This article endeavors to cut through the clutter and provide practical tips to address some common themes that arise in rebutting and/or defending a valuation report in a contested situation.
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For Financial Reporting Purposes In this article, the author revisits the Market Participant Acquisition Premium (MPAP) issued by The Appraisal Foundation and reiterates the findings regarding what is a premium and what that means.
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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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Provides Independent Validation of Indicated Values Newly-minted valuation analysts may question the reasonableness of their conclusion of value. That is natural. In this article, the author introduces readers to the Hypothetical Willing Buyer-Willing Seller Sanity Check Model. This is a model developed by the author in connection with valuation of a 100% controlling interest.
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Issues Using Transactional Databases and whether there is a Florida Effect that Biases the Transaction Multiplies In this article, the author discusses issues that impact the transaction multiples. He warns appraisers that it is dangerous to assume that the data offered by the transactional databases is consistent from transaction to transaction and, therefore, can be combined into a single sample and then compared to the subject of the valuation. In the article, he discusses three issues. Those are: 1) the vast differences in selling prices reported by the transactional databases; 2) the distorting effect of Florida comparables; and 3) the…
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From Publicly Traded Companies Where can valuation professionals find compensation data? In this article, Stephen Kirkland discusses leading sources to find compensation of publicly traded companies.
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Quantifying the Risk Adjustment Depending on the valuation assignment facts and circumstances, the valuation analyst (analyst) may encounter a unique valuation problem: a problem that is well outside the ordinary scope of typical valuation issues. Unique problems provide the analyst an opportunity to develop thought leadership solutions in a manner that (1) provides value to the client and (2) assists the reader of the valuation report. These thought leadership solutions (1) can provide context to the identified problems and (2) can help to measure the effect of the problem on the subject investment interest.
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Challenging and Defending Compensation and Use of the Independent Investor Test C corporations and S corporations should pay shareholder/executive compensation based on the fair market value of the executive services rendered—or risk being audited and possibly penalized by the Internal Revenue Service. Forensic analysts can help companies determine reasonable shareholder/executive compensation using free or fee-based compensation data, with consideration of statutory authority and judicial precedent. This discussion (1) summarizes the federal income tax statutes and judicial precedents related to shareholder/executive compensation, (2) provides a list of frequently relied upon executive compensation data sources, and (3) reviews important issues presented in…
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Which Measure is Best for Normalization? Analysts face a potentially major issue when using EBT as the starting point for normalizing future earnings using traditional business valuation fundamentals. An issue arises when assumptions used in forecasting key expenses for normalized earnings differ from the way those expenses were calculated in the historical EBT. Key expenses that can have a large impact on ultimate value include non-cash items and related capital expenditures as well as interest expense and debt assumptions. This overview points out the reasons why traditional methods may not be viable for every situation. For a more detailed discussion…
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The Value of a Business is Not Always What it Seems (Part II of II) Personal goodwill is taxed at the individual capital gains tax rate, not the higher corporate income tax rate. Therefore, a credible personal goodwill calculation can amount to significant tax savings. One that is not adequately defensible invites risk of an audit. Every personal goodwill calculation is unique to each business, and the management interview is crucial. In this second part of the article, the author discusses issues that arise valuing identifiable intangible assets if goodwill is derived by first valuing personal goodwill, questions to ask…
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The Value of a Business is Not Always What it Seems (Part I of II) Personal goodwill is taxed at the individual capital gains tax rate, not the higher corporate income tax rate. Therefore, a credible personal goodwill calculation can amount to significant tax savings. One that is not adequately defensible invites risk of an audit. Every personal goodwill calculation is unique to each business, and the management interview is crucial. In this first of a two-part article, the author discusses when goodwill may need to be calculated and answers whether goodwill is only present if a key employee is…
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Given a Fixed Amount of EBITDA After reading Steve Egna’s article in the April 12, 2017 issue of QuickRead Buzz, in which he suggests that a larger multiple of EBITDA is realized as the number of employees of the selling business increases, the author considered testing whether that same approach could help explain why a certain amount of EBITDA would generate multiple amounts of MVIC. In this article, the author shares his findings.
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and its Application to Enterprise Valuation The value of a firm must equal the value of the claims on its assets. In practice, this is generally expressed as the value FIRM = value DEBT + value EQUITY. Similarly, in a balance sheet prepared in accordance with generally accepted accounting principles (GAAP), assets = liabilities and equity. By comparison, an economic balance sheet is constructed using market values rather than amounts reported in accordance with GAAP, items included are classified as operating, non-operating, debt or equity-related rather than current or long-term, asset or liability, and it includes economic assets and liabilities…
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Adherence to Development and Reporting Standards in Family Law Litigation Family law practitioners deal with a host of complexities when resolving matrimonial disputes. In high net worth cases, financial considerations soon become paramount. Often the largest financial asset on the marital balance sheet is an interest in a closely held business controlled and operated by the family or single spouse. In these cases, a significant portion of the marital estate and, accordingly, the key to a party’s financial future rests on the results of a proper valuation. This article discusses the importance of development and reporting standards in litigation engagements.
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Authored by: James R. Hitchner; R. James Alerding; Joshua B. Angell; and Katherine E. Morris The author provides a review of Discount for Lack of Marketability Guide and Toolkit, authored by James Hitchner; R. James Alerding; Joshua B. Angell; and Katherine E. Morris.