Will appear on BV pages – RECENT VALUATION ARTICLES

Which Business Valuation Will Facilitate Negotiation?

/in , /by Exit Strategies

You are getting ready to sell your business so you must ask yourself some questions:  When do I want to exit?  Who are the most likely buyers?  Is my business adequately prepared to sell?  How does it compare to other like businesses?  And of course, what’s my business worth?

All business valuation relies on some prediction of the future. Business appraisers apply a variety of adjustments to financial statements, theoretical constructs and historical data to divine the future. Numerous valuation approaches and methods are used, but the most common valuation formula is quite simple:

Value = Expected Cash Flow / Risk Adjusted Expected Return

Private equity firms often bypass valuation theory and use their judgment to apply a multiple on adjusted EBITDA (a common but incomplete proxy for cash flow) after scrubbing the financials and gaining a basic understanding of the business.

Likewise, buy-sell agreements often call for a specific price formulas. The advantage in this method is that it’s easy to understand and appears to be a cost-effective way to value a business.

Simplicity is a good thing, except when it conceals or misses important information. For example, let’s say your industry has businesses that have sold between 3-6x EBITDA. How can you understand where your company deserves to be within that range? Not knowing can be costly — either in terms of not getting a deal done because you held out for 8x EBITDA, or because you sold for 3x, when you could have received 5 or 6x.  Improper valuation can easily result in hundreds of thousands or millions of dollars of lost opportunity.

A buyer seeks a reasonable return on their investment, without excess risk. Your task as a seller is to persuade buyers that the cash flow they see will adequately compensate them for the risk of the business. Without a clear understanding the various cash flow adjustments and factors that determine risk, and how that translates to market value, you enter the negotiation unprepared.

A business valuation performed by an experienced professional makes good and common sense. It will help you make better decisions when considering your various exit options.

Make No Mistake: The IRS is Serious About Qualified Appraisals and Appraisers

/in , /by Al Statz
The IRS and the Tax Courts are serious about requiring taxpayers to properly determine the value of non-cash estate assets, gifts and charitable contributions. To avoid having the value of an inherited, gifted or donated privately-held business interest challenged or rejected by the IRS, obtain a qualified business appraisal (valuation) from a qualified business appraiser.
The IRS defines a qualified appraisal as one that:
  1. is performed in accordance with generally accepted appraisal standards;
  2. meets the relevant requirements of IRC Regulations section 1.170A-13(c)(3) and Notice 2006-96, 2006-46 I.R.B. 902;
  3. does not involve an appraisal fee based on a percentage of the appraised value of the property;
  4. includes specific information, such as a property description, terms of the sale agreement, appraiser identification information, date of valuation and valuation methods employed, among other requirements;
  5. in the case of a charitable donation, is made not earlier than 60 days before the property is donated, and in the case of gifted property is as of the date of gift; and
  6. is conducted, prepared, signed, and dated by a “qualified appraiser.” (see below)
Their definition of a qualified appraiser is an individual who:
  1. Has earned an appraisal designation from a recognized professional appraisal organization (such as the ASA, NACVA, IBA, or AICPA) or has met certain minimum education and experience requirements;
  2. Regularly prepares appraisals for which the individual is paid;
  3. Demonstrates verifiable education and experience in valuing the type of property being appraised;
  4. Has not been prohibited from practicing before the IRS under section 330(c) of Title 31 of the United States Code at any time during the three-year period ending on the date of the appraisal; and
  5. Is not an excluded individual (mainly, someone who is the donor or recipient of the property).

In-depth information on determining the fair market value of donated property can be found here, in IRS Publication 561 (Form 8283).  https://www.irs.gov/uac/about-publication-561

Taxpayers and tax practitioners need to pay very close attention to the credentials and experience of the business appraiser they hire, and be sure that the type of analysis and report that the appraiser intends to provide will fully comply with IRS requirements. When you need a business valuation or appraisal for a tax filing, Exit Strategies’ experienced valuation professionals would be happy to help. To discuss your particular business interest and valuation needs with a qualified expert, you can reach Al Statz, ASA, CBA, at 707-781-8580.

Case Study: How One Entrepreneur’s Advisors Enabled a Successful Estate Transfer

/in , /by Bob Altieri

I recently had a client who wanted to transfer his medical distribution company to his son and retire with peace of mind — a common occurrence these days. Dad and his CPA requested an opinion of Fair Market Value to set the price for a transfer of stock. After I appraised the company (S corp.) stock at $2.0 million, Dad and Son asked me how to finance the transaction. Dad was reluctant to carry a long-term loan for his son — also a common occurrence! Here’s how a team of advisors helped the client make this happen …

The lenders that I approached wanted Son to inject a minimum of $500K (25% of the deal price). This turned out to be a lot more than the son had available. One creative lender suggested that Dad finance the sale for a short time until Son had paid down 25% of the principal on Dad’s note, then return to him for an SBA loan.

The lender proposed 3 seller notes totaling $2 million: Note1 for $500k (25% of the purchase price) for two years, fully amortized; Note2 for $750k with interest-only payments, due in 2 years; and Note3 also interest-only and due in 4 years. The plan was that as soon as Note1 was paid off, the lender would take out Note2 to Dad with a $750k 10-year term loan. Then, after that bank loan was seasoned for 2 years, the lender would lend the remaining $750k to take out Dad’s Note3. The result: Son can acquire the business with no money down, Dad can be completely paid off in 4 years, and Son will have the flexibility of a long-term loan.

When Dad and Son were ready to finalize their agreement, they called a meeting with me and their attorney and CPA. I discovered one significant problem. Under a stock sale, Son’s expected salary and distributions, after taxes, were not quite sufficient to cover his debt service (principal and interest payments) and living expenses in the first two years.  During the meeting, I suggested doing an asset sale-purchase instead of the planned stock deal. In an asset purchase, the Son’s net after-tax cash flow would be substantially increased by the stepped up basis of fixed assets and intangibles. After providing rough calculations, Dad and Son received definitive tax advice from their CPA.

Cash Flow Benefits

Let’s look at an example of the difference in cash flow in an asset sale versus a stock sale.  Assume a $2,000,000 price in both cases, with inventory and fixed assets as shown in the table below, as well as price allocations to covenant not-to-compete and goodwill under an asset sale.

Asset Sale – BuyerStock Sale – Buyer
Inventory$400,000 (not deductible)$400,000 (not deductible)
Fixed Assets$100,000 (new basis)$25,000 (existing basis)
Covenant not-to compete$50,000na
Goodwill$1,450,000na
Buyer’s total deductions against income$1,600,000$25,000
Depreciation of Fixed Assets$20,000 / year, 5 yrs*$5,000 /year, 5 yrs*
CNTC & goodwill combined$100,000 / year, 15 yrs$0
Total deductions, years 1-5$120,000$5,000

*Assume all fixed assets have 5-year depreciation

With an extra $115,000 per year in deductions, and assuming a combined state and federal tax rate of 40%, the Son’s after tax cash flow in an asset purchase would be $46,000 more. Under this structure, the Son’s cash flow would be sufficient to support the debt and enable the ownership transfer.

Dad and Son are now almost a year into their transition. Son is faithfully paying down Note1, the business is doing well, and Dad and Son are happy.

The first moral of this story is that business succession planning and estate planning are team sports, where entrepreneurs need a team of experts to guide them. No single professional is qualified to advise on the range of succession and estate issues that arise.

The planning process often begins with an appraisal of the business and real estate assets, so that tax, financial and legal professionals, lenders, insurers and other team members understand the assets to be transferred. The second moral is that when a business is part of an estate transfer, as in this case, selecting a business appraiser with experience in structuring and financing business sale transactions can be a big advantage!

For further information or to discuss a current need, contact Bob Altieri at ESGI.

Twenty Reasons to Know the Value of Your Company

/in /by Al Statz

Private company owners and shareholders seek independent business valuations at various times for various reasons. Here are twenty situations in which you may want to obtain a business valuation:

  1. An owner has passed away and a valuation is required to settle the estate per IRS regulations
  2. An owner is getting divorced and needs to have the company or their fractional interest valued to settle the marital estate
  3. An owner wants to gift shares to his or her heirs
  4. Business acquisition financing
  5. Owners need an independent opinion of value to comply with provisions of the company’s shareholder or buy-sell agreement
  6. A management buyout (MBO): the business can be valued on behalf of the current owners, or management or both
  7. When considering selling, merging with another company, or acquiring a company – an objective opinion of value can play an important role in setting expectations and having a successful negotiation
  8. One or more owners are developing a retirement plan and need to establish a preliminary value of their shares
  9. The business is often the largest asset in an entrepreneur’s investment portfolio – understanding its value is essential to any good personal financial plan
  10. Owner(s) wants to enhance business value – a current valuation establishes a baseline and identifies opportunities for value enhancement
  11. Owners are creating a buy-sell agreement or purchasing life insurance
  12. Owners want to part ways and need an independent valuation to determine the share price, because they can’t agree on price or their buy-sell agreement requires it
  13. The company is recapitalizing
  14. The company is converting from a C corporation to an S corporation
  15. The company (public or private) has acquired another company and needs to allocate the purchase price to all the tangible and intangible assets for financial reporting purposes in accordance with ASC 805
  16. The company has an employee stock ownership plan (ESOP) or incentive stock options
  17. The company has goodwill on its balance sheet and needs to test it for impairment in accordance with Generally Accepted Accounting Principles (GAAP)
  18. The company has stock-based compensation and needs to comply with IRC 409A and ASC 718
  19. The court, or one or more owners needs an independent valuation in support of litigation, or to avoid litigation
  20. The owners decide a capital call is required and one of the owners has become insolvent, triggering a buy-sell

Click here for more information on the different uses of business valuations.

Contact one of Exit Strategies Group’s business valuation experts to discuss a potential business valuation need, confidentially and at no cost.

Rising Interest Rates and Investment

/in , , /by Exit Strategies

Since July, the benchmark interest rate, the US 10-year treasury bond, has risen from 1.35% to over 2.55%. That’s a very big move in a short-period. Post-election day the rising rate trend accelerated. We saw a similar spike in 2013, only to see rates retreat. Is it different this time?

Valuation Building Block

Markets seem to believe that current rates are sustainable and can keep rising given the lower tax and infrastructure spending pronouncements coming from the new president elect. Interest rates are building blocks in asset pricing. Generally, when rates change business, individuals, and investors will re-examine their assets and shift them around to reflect their risk and return preferences. The expectations for changes in asset prices can take on near-term speculative fever: “Wait, I need to buy before it gets more expensive!” or “Wait, I need to sell before this thing tanks!”

Stability vs return; fear vs. greed (the two emotions that drive market prices). What return can you expect on your investments – be they stocks, bonds, real estate, or a business? It’s seldom a simple calculation. If predicting financial markets were only about numbers, math professors wouldn’t need to profess!

Since the election, US equity markets have climbed and bonds prices have sunk. Bonds reaction to rising rates is predictable. Bonds are “fixed-income” meaning its coupon rate remains the same regardless how interest rates move; however, when rates rise bonds lose market value because newly issued bonds have higher coupon rates, hence more value to you.

Will the Trump rally continue its ascent? Investors will eventually begin the stability vs. return tug of war. The Federal Reserve announced its intention to raise rates three times in 2017. This may or may not materialize. However, if bond yields do rise, many will trade bond stability over higher, more volatile equity returns which could create less demand and lower prices for equity – both public and private.

Is the “New Normal” Fading?

The “new normal” camp sprang from the 2008-09 crisis. Proponents argued that an aging U.S. population and high debt levels would bring on a Japanese style deflationary environment; and that technology and automation would depress middle-class wages and reinforce lower price trends. In fact, wages have stagnated for over 10 years and rates have stayed historically low. The long-term average on the 10-year treasury bond is 5%; even with the rapid rate rise since July, we are still at half the long-term average.

On the other hand, lower prices spur consumption; and wages have started to show some improvement. Add some fiscal stimulus, a deregulatory minded White House, and government spending: Boom – Keynesian animal spirits will prevail!

However, a few wild cards worth considering: will political rhetoric be matched with real action that might incite a trade war? Will lower taxes and government spending on infrastructure spur growth without impacting the U.S deficit? Will financial reform of Dodd-Frank create the same mess that brought us to Dodd-Frank?

These type considerations will impact our domestic economy and the business environment. Low rates have helped prop up equity valuations, made real estate more affordable, and allowed businesses to lower their capital costs. Rising rates may create a headwind.

Risk of Return

Indeed, rate increases mean the cost of capital is going up. We business appraisers use the “build-up method” which begins with the US Treasury rate and “builds up” a required rate of return based upon various risk factors. If the rise in rates is accompanied by higher growth in revenue and profit, valuations can remain high. However, if rates climb, growth stagnates, or inflation eats into profits, it most likely will have a downward push on business value (both public and private markets).

Why is That Information Needed?!?

/in , /by Exit Strategies

When we begin a business valuation project the first thing we do is provide an extensive document request list. A week or two into the analysis, we send a customized questionnaire to help us understand the business in appropriate depth. Our questions are designed to understand the facts and circumstances of your business well enough to develop a reliable opinion of value. To the extent we can, we try to streamline and tailor our requests so as not to overwhelm the client.

Most clients trust that we have a method to our madness and dutifully respond to each request and question. Sometimes however we get comments like: You asked for that before! Why do you need that? What does that have to do with value? So and so didn’t ask for that.

It’s an investigation, not an interrogation.

A key fact in most privately held businesses is that owners run personal expenses through the business. We ask about these for several reasons. For starters, a buyer would want to know the core expenses and cash flow of the business; they aren’t usually interested in paying for your kid’s health and auto insurance and cell phone bill. Second, when we add these expenses back, it increases the value of the business. Lastly, and very often overlooked, when owners evaluate post-exit income they often use flawed inputs to forecast income needs.

Case in Point:

On a recent exit plan an owner told me he thought his business was expensing $30,000 in perquisites annually. After we investigated, the actual amount turned out to be closer to $80,000. And that’s pre-tax. To replace that $80,000 after he exits the business, he would need around $120,000 in pre-tax income. That’s a $90,000 annual difference from his guesstimate. Inflation adjust for a 25-year retirement plan, and it produces a very large spending shortfall – or a big change in lifestyle. Isn’t that worth discovering today rather than when you run out of money 5 or 10 years into retirement?

And, no, we are not IRS agents!

This example illustrates why we ask a lot of questions. There are many more areas of your business that we need to investigate. Short-circuiting the valuation process only compromises the result and leads to poor decisions. A reasonably thorough analysis by a qualified valuation expert on the other hand produces a result that can be relied upon to make the best decisions for you, your shareholders and your family.

Fair Market Value — is it really fair?

/in /by Bob Altieri

In the business valuation profession, one determines Fair Market Value through analysis of the company and its management structure, the industry in which it participates, economic conditions and trends present in the industry, competitive environment, and any other factors that help to define the risk of investing in the enterprise. This analysis of risk is what many in the appraisal profession term as the subjective part of the valuation analysis, or “the art” of appraisal analysis.

The other part, which is the “science” component, is the financial analysis of the company. A proper financial analysis includes looking at the historic income statements, balance sheets and financial ratios to identify trends and see how the company performs relative to its peers in the industry. The next step is to normalize these financial statements to remove non-operating items, non-recurring items, and to adjust the compensation and perquisites of the owner to market rates (also known as control adjustments).

When these analyses are completed, the analyst usually determines a base year sales, earnings and cash flow forecast to capitalize (income approach) and apply market-derived multiples (market approach) to obtain indications of value. The last step in the process is to reconcile the various indicated values into a conclusion of value based upon the analyst’s confidence level in each of the methods used in the analysis.

I regularly appraise small businesses ($1 to 10 million revenue) for SBA 7(a) business acquisition loans, where the buyer and the seller are usually individuals or families. In doing this work I see the transactions that made it through the lender’s screening process, and I see the original asking price and the actual price paid. In most of these deals a business broker did a good job helping the seller set and achieve a fair price. Successful business brokers undertake the same steps that I outlined above to advise their clients before the sale.

I also see some of the deals rejected by lenders and I get to dissect past deals that no lender or appraiser ever touched. What I have observed is that sellers who sell a business on their own or work with a broker who short cuts the valuation process, often end up frustrated. They either leave money on the table, or end up financing most of the transaction and don’t get paid, or they waste valuable time and energy trying to sell for an unreasonable price.

When this sort of thing occurs the price paid or offered usually did not equate to Fair Market Value.

And sellers understandably have a difficult time evaluating brokers because they have no training or experience in this area.  Like any major financial transaction, we usually receive more in the end when we rely on qualified and experienced advisors from the very beginning.

For further information or to discuss a current need, Email Bob Altieri, CBA, or call him at 530-478-9790.

Update on Estate and Gift Tax Changes Coming in 2016

/in /by Louis Cionci

Proposed rule changes would limit the practice of discounting the value of stakes in family businesses for estate and gift tax purposes—an update regarding IRS timeline.

The U.S. Treasury Department and the IRS are planning to introduce new regulations aimed at estate and gift transfers of closely held family businesses. The new rules would limit the practice of discounting minority stakes in closely held family owned businesses because of restrictions on an owner’s ability to sell their piece of the business.

The Wall Street Journal on August 19, 2016 reported that the IRS is accepting comments on the new proposals, and a hearing is scheduled for December 1, 2016, and some experts think the current administration will push to finish the proposed changes before a new president takes office.

A brief window of opportunity exists as the proposed changes will likely not take effect until 30 days after the rules are made final. Implementation of wealth transfers can easily take 2 to 4 months to complete, depending on the complexity of the entities and estates involved. Therefore, we urge you to talk with your estate, legal and tax advisors now to evaluate how the proposed regulations could impact your business succession and wealth transfer plans. Those who can take advantage of current rules will need to act immediately.

Exit Strategies performs valuations of family-owned operating businesses and holding companies for estate planning, gifting and other purposes. We value fractional interests using appropriate discounts.  If you have any business valuation questions or have a current need you can reach Louis Cionci at 707-781-8582.

Buried in the Corporate Archives – a Valuation Case Study

/in , /by Exit Strategies

A lot of our valuation work is done for the purpose of internal share transfers of private businesses, or buy-sell transactions. In doing this work, we often see that owners have overlooked or neglected to keep important documents up to date. One such document is the buy-sell agreement, which articulates important legal, tax, valuation and financing issues that are important to ensuring smooth share transfers and business continuity.

We recently evaluated a holding company with a fair market value of approximately $40 million dollars. Two shareholders each owned a 50% interest in the company, a C Corporation, and one wanted to sell their stake to the other. The client said during our initial conversations that there was no buy-sell agreement in place, so we proceeded with developing a Fair Market Value opinion of a 50% interest. Just to be safe we requested a copy of “any agreements governing  or restricting the sale of shares”.

Guess what? Just as we were wrapping up the valuation, the client came across a type-written copy of the corporate buy-sell agreement executed in 1982. The owners and officers had been unaware of its existence. Hence, it hadn’t been updated and they certainly weren’t aware of its terms and provisions. As we reviewed the agreement, we found that it prescribed that any transfer of company shares would be at book value. In this case, book value was less than $1 million dollars.

A buy-sell agreement is a legally enforceable contract.

In the 2011 New Jersey Appellate Court case of Estate of Cohen v. Booth Computers, the partnership (buy-sell) agreement stated that value would be “net book value, plus $50,000, on the most recent financial statement.” When Cohen passed away this formula generated a value of $178k. Cohen’s heirs had the business appraised for $11.5 million. The Court upheld the $178k value based on the terms of the partnership agreement!

For our client, this was a nightmare waiting to happen. Imagine what would have happened had our clients not had a great relationship — the seller could have received less than $1 million for a $40-million-dollar asset! Fortunately, the owners were committed to a fair deal and they agreed to set aside the buy-sell agreement.

To assure that your company shares will transfer for an appropriate price when your buy-sell agreement is triggered or to put a buy-sell agreement in place, contact a business appraiser who is experienced in valuing company shares for buy-sell transactions. When you bring in a seasoned business valuation expert early on to interpret the pricing mechanism and other terms of your existing buy-sell agreement, they can recommend changes that will ensure that the agreement will operate the way the shareholders intend. And the sooner the better. It’s an easy discussion while all shareholders interests are aligned. Later on, as shareholders becomes buyers and sellers, their interests diverge and in most cases making changes to these agreements become far more difficult.

For further information on buy-sell agreement business valuation or to discuss a potential need, confidentially, please one of our senior business appraisers.

Estate and Gift Tax Changes Coming in 2016?

/in /by Louis Cionci

New rules would limit the practice of discounting value of minority stakes in family businesses.

The Wall Street Journal, Wednesday August 3, 2016, page A3 reported that the U.S. Treasury Department and the IRS are planning to introduce new regulations aimed at estate and gift transfers of closely held family businesses. The new rules would limit the practice of discounting minority stakes in closely held family owned businesses because of restrictions on an owner’s ability to sell their piece of the business. Estate and gift taxes apply at a top rate of 40% above the $5.45 million per person exclusion, and $10.9 million lifetime exclusion for married couples.

According to the WSJ article, Republican presidential candidate Donald Trump wants to eliminate the estate tax, and Democratic presidential candidate Hillary Clinton says she would propose returning to an estate tax exclusion of $3.5 million per person and a $1 million gift tax exemption and a 45% tax rate.

Stay tuned and we’ll let you know how this plays out.