How a Business Valuation can serve as an Annual Checkup for Your Company

How a Business Valuation can serve as an Annual Checkup for Your Company

Lance Wallach CLU, ChFC: Noted Author on CPeasy Bisk Education athttp://www.cpeasy.com/CPE-Authors.aspx

     Just as most people get a checkup at least once a year to evaluate their current condition. Standard tests such as blood pressure, cholesterol levels and heart rate tell a lot about your physical health.

Just as annual checkups are important to assess physical health, an annual evaluation of a business can tell a lot about its fiscal health.

How an Annual Business Valuation can help Your Company:

Accountability and Performance:  A yearly business valuation assesses how value is created, increased, or diminished based on strategies that management puts in place.

Estate Planning Purposes: With impending changes to estate tax law, business owners must reassess the value of their business to understand how the new laws will impact their estates.  Previous insurance policies and estate planning may no longer cover the potential tax consequences.

Buy-sell Agreement: An annual valuation helps set a standard for the value of your company’s shares for buy-sell agreements.

Internal communication: This is an opportunity to let management and key employees see how they are impacting the value of the company.  Many companies tie bonus and compensation to overall company value.

Financing: Companies in need of lending will find lenders much more willing to work with business owners who understand the value of their business. A valuation lets lenders and outside parties know the current value of their investments.

Investment Options: An annual valuation can enable your company to use shares and equity as currency in the merger or sale of another company.

ABOUT THE AUTHOR:  Lance Wallach, National Society of Accountants Speaker of the Year and member of the AICPA faculty of teaching professionals, is a frequent speaker on retirement plans, financial and estate planning, and abusive tax shelters. He writes about 412(i), 419, and captive insurance plans. He speaks at more than ten conventions annually, writes for over fifty publications, is quoted regularly in the press and has been featured on television and radio financial talk shows including NBC, National Public Radio’s All Things Considered, and others. Lance has written numerous books including Protecting Clients from Fraud, Incompetence and Scams published by John Wiley and Sons, Bisk Education’s CPA’s Guide to Life Insurance and Federal Estate and Gift Taxation, as well as AICPA best-selling books, including Avoiding Circular 230 Malpractice Traps and Common Abusive Small Business Hot Spots. He does expert witness testimony and has never lost a case.

– Call Lance Wallach for expert Business Valuation at 516-938-5007 -

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Another appraiser gets in trouble with a DCF analysis in bankruptcy valuation

Adding to what seems to be an unfortunate trend in current case law—first appearing in an article on the future of valuation litigation and continuing as a “cautionary tale” for BV experts—a new bankruptcy decision considers how to value a subsidiary during its 2006 spinoff from Verizon. At the time, the subsidiary’s public trading price produced an implied enterprise value of $12.8 billion.

To support claims that Verizon loaded the business with debt prior to the spinoff and drove it into bankruptcy, the trustee’s expert gave no weight to its trading price because she believed Verizon withheld “material information from the market.” But even after her market multiple and comparable transactions approaches produced values ranging from $11.7 billion to $15.8 billion, she declined to assign them much weight. Instead, she applied a DCF analysis—including a discount rate of nearly 10% and a 2% company-specific risk premium (CSRP)—to yield a value of $5.85 billion. After assigning this a 70% weight, she ultimately valued the subsidiary at $8.15 billion—or more than $4 billion under its publicly traded value—enough, after including its spinoff debt, to render it insolvent.

Rebuttal experts sharply critiqued the cash flow projections, terminal value assumptions, discount rate, and CSRP that went into the expert’s DCF. Simply correcting for these errors would have boosted her DCF value by $4.8 billion, they said—and the federal district court agreed:

At nearly every step in the DCF analysis, [the expert] selected inputs that forced [the subsidiary’s] value lower. From her selection of only the most pessimistic projections of [the subsidiary’s] future performance, to her reliance on a “commercially unreasonable” terminal value projection …, to her selection of a remarkably high discount rate, the method produced a valuation that is low in the extreme and that implied an incredibly low trading multiple for [the subsidiary].

After rejecting all three of the expert’s approaches as unreliable, the court ultimately found the subsidiary was worth “no less than” $12 billion on the spinoff date, based on its publicly traded price. Read the complete digest of U.S. Bank, N.A. v. Verizon Communications, Inc.,2013 U.S. Dist. LEXIS 8521 (Jan. 22, 2013) in the case.

As an expert witness Lance Wallachs side has never lost a case.

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DC advocating for a single BV standard and certification

Deputy chief accountant Paul Beswick of the SEC gave a speech in DC advocating for a single BV standard and certification.

Not that it wouldn’t be a great idea.   Just that you’d have to ignore a bunch of issues like the USPAP link to the real estate profession, why NACVA appeared when the AICPA was dawdling during the founding days, whether the ABV stands up to scrutiny, and many more issues.

All that aside, here are some highlights of what Beswick said earlier this month, after introductory comments endorsing IFRS:Now after that light topic, let me spend a couple minutes discussing my views on the current state of the valuation profession in the U.S.

Last year, you heard Jim Kroeker speak to the importance of and the tenets to building and maintaining public trust in the accounting profession. Today, I am here to advocate for the building of public trust in a profession that is increasingly intertwined with our own; that is the valuation profession. Recent events and developments, chief among them, the broadening application of fair value and fair value-based measures in US GAAP in recent years and the 2008 financial crisis, have cast the spotlight on valuation professionals.

The financial reporting process is a collaborative process that relies on many participants with important roles and responsibilities. For valuation professionals, this means the analyses should be based on methodologies that have strong conceptual merit, supported by consistent and supportable assumptions, and are in conformity with the requirements of the relevant accounting standards. These objectives should be central to any analysis, regardless of the role of the valuator. Valuation professionals wear two primary hats within the financial reporting process. They can be management’s specialist where they assist the company in the estimation of values. Or they could be the auditor’s specialist in the evaluation of management’s models, assumptions, and/or value conclusions. As a regulator, we have reviewed analyses under both roles. In many instances, we’ve seen analyses meet the objectives I’ve described, but we’ve also seen our share of those that do not measure up.

Valuation professionals stand apart from other significant contributors in the financial reporting process for another reason, their lack of a unified identity. We accountants, for example, have a clearly defined professional identity. At last count, valuation professionals in the US can choose among five business valuation credentials available from four different organizations,i each with its own set of criteria for attainment, yet none of which is actually required to count oneself amongst the ranks of the profession. There are also non-credentialing organizations that seek to advance the interests of the valuation profession.ii While the multiplicity of credentials in the profession is not a problem in and of itself, risks may exist. Risks created by the differences in valuation credentials that exist today range from the seemingly innocuous concerns of market confusion and an identity void for the profession to the more overt concerns of objectivity of the valuator and analytical inconsistency.

The fragmented nature of the profession creates an environment where expectation gaps can exist between valuators, management, and auditors, as well as standard setters and regulators. While much of this may be addressed during a particular engagement, this case-by-case approach has the potential to be an inefficient and costly solution to establish a baseline level of understanding of the analyses. Sometimes, expectation gaps can have broader consequences than just within an engagement

Lance Wallach and his team write Con. Prof. Ed. books for people that need to maintain their certifications. For the price of a student you can use Lance or his team.…

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