Similarities and Differences in Securities Valuation Over the past three decades, the number of both dissenting shareholder appraisal rights claims and shareholder oppression claims have increased significantly. This increase has created a demand for forensic-related business and security valuation services. Valuation analysts are not legal counsel, of course. However, valuation analysts who practice in this area should be generally familiar with both the economic and the legal differences between dissenting shareholder appraisal rights issues and shareholder oppression issues. While taking specific legal instruction from legal counsel, valuation analysts should have a general familiarity with the professional guidance provided by the…
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Is the degree of difficulty on the rise for fair value measurements? Travis Harms, leader of Mercer Capital’s Financial Reporting Valuation Group, looks at some interesting current trends To read more about the results of this report in the Mercer Capital’s Financial Reporting Blog, click: Turning on the Fasten Seat Belt Sign: Fair Value Measurement in Turbulence. 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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Moving from Facts to Opinion? ASC 820 under US GAAP and IFRS 13 issued by IASB provide a principal based framework for fair value measurement. Though fair value measurement guidance in US GAAP and IFRS are substantially in the same line, some minor differences exist. This article discusses the IFRS 13 and challenges in its implementation.
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Key performance metrics for BDCs can help provide insight to the upcoming valuation marks. Travis Harms, leading Mercer Capital’s Financial Reporting Valuation Group, looks at fair value measurement in relation to credit spreads and what may be expected in the upcoming portfolio marks. Read more about the results of this report in the Mercer Capital’s Financial Reporting article, Portfolio Marks: 2Q15 Outlook. 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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This blog discusses the four-step process for providing fair value marks for venture capital fund investments in pre-public companies: 1) examining the most recent financing round economics, 2) adjusting valuation inputs to the measurement date, 3) measuring fair value, and 4) reconciling and testing for reasonableness. Sujan Rajbhandary, vice president in Mercer Capital’s Financial Reporting Valuation Group, discusses each step in the process including the option pricing method (OPM) and the probability-weighted expected return method (PWERM). Find out more in the Mercer Capital’s Financial Reporting article, How to Value Venture Capital Portfolio Investments. This article is republished from Mercer Capital’s…
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Part 2: AIRA Issues New Standards for Distressed Business Valuation In this second article on AIRA Standards, the author discusses unique issues valuing distressed companies. These include the standard of value used, the premise of value, the intended use of the valuation, and cost of capital. The author also discusses the use and level of acceptance of the Industry Risk Premium (IRP) in the bankruptcy/reorganization context. In 2004, The Association of Insolvency & Restructuring Advisors (AIRA) launched the Certification in Distressed Business Valuation (CDBV). The AIRA Board approved Standards for Distressed Business Valuation to improve the consistency and quality of…
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Companies often use contingent consideration when structuring M&A transactions to bridge differing perceptions of value between a buyer and seller, to share risk related to uncertainty of future events, to create an incentive for sellers who will remain active in the business post-acquisition, and other reasons says Lucas M. Parris, a senior member of Mercer Capital’s Financial Reporting Valuation Group. In this article, he discusses the requirements of ASC 805, fair value, and the complexity of the procedures necessary to estimate future payment. [button color=”blue” link=”http://mercercapital.com/financialreportingblog/valuation-contingent-consideration/” target=”_blank” font=”arial” align=”left”]To learn more about the valuation of contingent consideration, click here.[/button] This…
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In this second part of a two-part series, the authors discuss why and when the highest and best use standard should apply.
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There are clear signs that the “easy” portfolio valuations that have existed in 2013 and 2014 may be coming to an end in 2015. Travis W. Harms who leads Mercer Capital’s Financial Reporting Valuation Group, discusses the expansion in multiples and their role in the favorable equity market returns over the past two years. He also discusses the impact of high-yield credit spreads, the energy sector, and loan covenants on credit valuations. [button color=”blue” link=”http://mercercapital.com/financialreportingblog/if-valuation-were-an-olympic-sport/” target=”_blank” font=”arial” align=”left”]To learn more about equity and credit valuation, click here.[/button] This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted…
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Traditional valuation methodologies have relied upon the analysis of historical accounting and other data as predictive of future performance and value. However, this may not hold true with every economy, industry, or even every enterprise within an industry, over time. For example, the turbulent status of the healthcare industry over the last five decades, since the passage of Medicare in the 1960s, has introduced intervening events and circumstances that have had a dramatic effect on the revenue, expense, and subsequent net economic benefit stream of enterprises operating in the healthcare marketplace. Accordingly, the “road map of historical performance” of healthcare…
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The proper usage of company management-prepared projections when applying the Income Approach—Discounted Cash Flow Method—is an ongoing issue for any valuation analyst, especially as it relates to shareholder appraisal rights actions. The Delaware Chancery Court regularly provides guidance as to the proper usage of management projections when applying the Discounted Cash Flow Method within a dissenting shareholder appraisal rights action. This article highlights several historical and recent Delaware Chancery Court decisions, and it provides insights into the valuation analyst’s role in properly utilizing management projections when applying the Income Approach—Discounted Cash Flow Method—within a dissenting shareholder appraisal rights action.
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At some point in a business valuation analyst’s career, an attorney or pro se party will call asking for a business valuation and perhaps even to retain your services. A good starting point is Business Valuation in Divorce: Case Law Compendium, 2nd ed. This edition is 584 pages long and provides a comprehensive court case digest that emphasizes similarities and differences in the treatment of goodwill (professional and personal), discounts, fair value, tax-affecting, and other significant issues. This is a must-have resource for those already practicing in this area and for those embarking in their valuation career.
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Private companies are subject to several frameworks for financial reporting purposes. In this article, Mark Zyla explains the role of the Private Company Council (PCC) and provides a summary of several recommendations the PCC has made to the FASB regarding accounting for goodwill and business combinations.
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Analyze early and avoid earnings surprises The purchase price allocation (PPA) process is often treated as an afterthought in mergers and acquisitions (M&A). Thinking about PPA can help guide a deal to a more predictable conclusion. In the most rewarding deals, a prompt PPA process helps acquirers analyze, from a financial reporting point of view, the primary drivers or intangible values associated with the transactions.
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Fair value litigation and more The Delaware Chancery Court is considered one of the pre-eminent U.S. courts when it comes to business valuation and governance issues. This article reviews some recent court decisions pertinent to valuation practitioners and which will be discussed in more detail in NACVA’s Federal and State Case Law Update this fall.
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Now, which approach should one use to value a business? The Delaware Chancery Court in Huff was asked to determine the fair value of shares. The case pitted well-known industry experts, Robert Reilly, of Willamette Management, against Jeffrey Cohen. Each presented different opinions as to fair value. The court decided that the merger price was the fair value. The opinion raises a number of questions including, implicitly, what is fair value, what role, if any, valuation professionals have in this type of case, and what are we, as valuation professionals, supposed to do in this type of statutory engagement?
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A help or hinderance? On July 1, 2013, FASB issued exposure drafts calling for public commentary on three proposals that address private company stakeholder concerns. Two proposals involve accounting for identifiable intangible assets and goodwill acquired in business combinations. In this article, Mark Zyla analyzes the proposed changes, including potential concerns, and their far-reaching impact on the industry, as well as private and (in 2014) public companies.
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The standard 10 stages to use in an intangible asset engagement In this second installment, Robert F. Reilly completes his review of the 10 typical stages of any intangible asset analysis engagement. For purposes of this article, an intangible asset analysis may include a valuation, damages analysis, transfer price study, or other economic analysis. The business appraiser will typically consider these stages, or elements, before, during, and after performing any quantitative or qualitative analyses.
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The standard 10 stages In this first half of his two-part series, Robert F. Reilly summarizes six of the ten typical stages of any intangible asset analysis assignment. For purposes of this article, an intangible asset analysis may include a valuation, damages analysis, transfer price study, or other economic analysis. The business appraiser will typically consider these stages, or elements, before, during, and after performing any quantitative or qualitative analyses.
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Buyers and Sellers Have Different Relative Negotiation Advantages, and the Letter of Intent in an Engagement Helps Define Terms. Here’s How. While perhaps not the longest or most expensive document among those found in the in the M&A process, the letter of intent (LOI) may well be the most important, particularly to the seller. The LOI sets the tone for the transaction and serves as the road map for the due diligence and the definitive agreements. Ron Stacey explains.