When valuing a business or business ownership interest, generally there is an assumption that the value is inclusive of all the operating assets that are used by the business to generate revenues and the related profits and/or cash flow associated with the revenues. Knowing the value of the whole is sufficient for many purposes, including estate and gift tax-related work and much of the litigation related work business appraisers provide. However, there are times when the values of specific tangible assets are needed, such as in a purchase price allocation to meet financial reporting requirements, or possibly for bank financing purposes, particularly when there is SBA (Small Business Administration) loan guarantees involved.

In this context it is important to understand the various standards of value that are used in hard asset appraisal work. The standard of value employed can dramatically impact the concluded value and business owners, lenders, and accountants want to be sure all are on the same page.

The following is a summary of the various physical asset standards of value:
1. Reproduction cost new is the cost of reproducing a new replica of a property on the basis of current prices with the same or closely similar materials, as of a specific date. What would it cost to reproduce the exact same physical asset in new condition?

2. Replacement cost new is the current cost of a similar new property having the nearest equivalent utility as the property being appraised, as of a specific date. The focus is on the utility of an asset, and does not necessarily require the “reproduction” of the asset exactly. It is the amount to replace item with a new one. This is the standard that is sometimes applicable for insurance purposes, but it fails to recognize loss of value of existing item as result of deterioration (age, wear and tear, etc.). Business appraisers generally find this standard not applicable to business appraisals

3. Depreciated replacement cost new (or replacement cost, present age/condition or used) is replacement cost new less depreciation from all causes. This standard takes account of loss of value of existing item as result of age, deterioration (wear and tear), and/or obsolescence. It may or may not include make-ready costs such as delivery, installation, tooling, debugging, etc.

Depreciation as employed by this standard of value is the loss in value from all causes, including such factors as physical deterioration and functional and/or economic obsolescence.

a. Physical depreciation is a loss in value caused by wear and tear, etc. Physical conditions that affect value are deterioration from age, wear and tear from use, fatigue and stress, exposure to the elements, and lack of maintenance.
b. Functional obsolescence is a loss in value caused by conditions within the property. Causes of functional obsolescence are lack of utility, excess capacity, changes in design or technology, and efficiency.
c. Economic obsolescence is the loss in value caused by conditions external to the property. Causes of economic obsolescence may include government regulation, availability of raw materials, availability of labor supply, utilization or profitability of the asset, and/or reduced demand for the products produced by the asset.

4. Fair market value in continued use (value in use) is the fair market value of an item, including installation and the contribution of the item to the operating facility. This value presupposes the continued utilization of the item in conjunction with all other installed items. In theory, measure of the economic contribution of an asset being valued. In practice, however, it is usually depreciated replacement cost plus delivery, installation, and other make-ready costs. This is the standard of value that business appraisers generally use for going-concern asset appraisals and purchase price allocation.

5. Liquidation value is the value, net of costs, expected if assets are sold off and proceeds used to satisfy liabilities. Under a liquidation standard, one considers either an orderly liquidation or a forced (or distressed) liquidation premise as follows:

a. Orderly liquidation value is the amount of gross proceeds that one could be expected to receive from the sale of the appraised assets, held under orderly sales conditions, given a reasonable period of time in which to find purchaser(s) considering a complete sale of all assets “as is, where is,” with the buyer assuming all cost of removal, with all sales free and clear of all liens and encumbrances, with the seller acting under compulsion, as of a specific date. It assumes a reasonable time allowed to find a purchaser. One can think of used equipment values as generally applicable here.
b. Forced liquidation is the estimated gross dollar amount that could typically be realized at a properly advertised and conducted public auction held under forced sale conditions, with a sense of immediacy, under present-day economic conditions, as of a specific date. It assumes a lack of adequate time to find purchasers; essentially a “distress” ( or fire) sale value.

Liquidation costs may apply in either case, including commissions, administrative costs and losses that may continue during the period, legal and accounting costs, and taxes. If you have a need to have specific tangible assets valued, we can help. Call us.

Earlier this month, the IRS proposed regulations that could seriously curtail the use of valuation discounts associated with transfers of intra-family interests held in privately owned businesses. The net effect of the proposed regulations is that family members of family owned businesses would be treated more like a single owner by disregarding certain fractional ownership interest characteristics. This comes from the IRS’s long-standing aversion to valuation discounts in family business succession and estate planning strategies.

Determination of the fair market value of an equity interest requires an analysis of the inherent investment characteristics. The two investment characteristics most often considered are those related to control, or lack thereof, and those related to the lack of marketability. Attributes of an ownership interest that increase the risk of holding an investment will inherently reduce the value of that interest, which is the basis for valuation discounts.

For example, a fractional interest in an entity with limited rights to affect change in that entity inherently has less value than it would if such rights were not limited. Also a fractional interest in a closely held enterprise inherently has no ready market of buyers. The value of such interest is further limited when a shareholder’s agreement restricts an interest holder’s rights on how it can sell its interest.

However, the proposed regulation would place significant restrictions on what can be considered when determining adjustments for lack of control and marketability used to arrive at a valuation of a fractional interest in a family owned business. Although not inclusive of all the changes, the proposed regulations address what constitutes control of family limited entities, transfers with certain time frames and refines select definitions, including a three year lookback on such transactions.

Do the proposed regulations go too far? Do they violate the fair market value standard of a hypothetical willing buyer/seller? There are many questions that need to be answered as this proposed regulation gets debated. But time is short as there is a hearing on the proposed regulations on December 1, 2016. The new regulations will not become law until 30 days after they become final.

If you have clients that may be adversely affected if these proposed changes become law, we would be pleased to provide valuation services to meet your client’s needs.

Often estate planning includes the transfer of assets through an ownership interest. The entity may own investments in real estate, private equity, marketable securities, or even intellectual property, such as patents or royalty rights/agreements. When property is structured and operated for a valid business purpose, and based on the specific facts and circumstances, these ownership interests may be subject to some significant discounts.

If you are an estate planner or you are considering doing some estate planning take note:

According to recent statements out of Washington, we will likely soon see proposed new regulations regarding IRC Section 2704 that might establish additional restrictions on valuation discounts that may impact the value of transferred interests in these entities, including limited partnerships and LLCs. These new regs may very well reduce or eliminate a popular estate planning strategy for many individuals.

Treasury officials back in May said that the proposed regs would be the first in a series of gift, estate, and trust projects to be released over the “next four to eight weeks,” according to Tax Notes Today (a subscription is required). It has not yet been disclosed whether the effective date of the new rules will be retroactive to date of release or when finalized, whether or not valuation discounts will be completely eliminated, and what specific entities will be affected.

Advent Valuation Advisors has three decades of experience in valuing these interests, providing valuations with supportable discounts. We stand ready to help you and/or your clients with this potentially ending estate planning opportunity. Call us today at 845-567-0900.

The March 2016 issue of Business Valuation Update (vol. 22, No. 3) has published an article written by William Quackenbush, director of Advent Valuation Advisors, entitled, “DLOMs in N.Y. Statutory Fair Value Cases” in which he addresses the unsettled issue of discounts for lack of marketability (or DLOMs) in this venue. You can read it here…

As an appraiser, I have had the opportunity to prepare many valuations for New York statutory fair value cases, and I have testified in some of them. I’d like to weigh in on the topic of discounts for lack of marketability (or DLOMs) as a follow up to the recent BVWire posting (see sidebar) and the article in Business Valuation Update  by Gil Matthews on the topic.

In the 1985 Blake v Blake Agency, Inc.decision, the court stated that the statute designed to “afford a minority shareholder the right to bring a proceeding to dissolve the corporation and to distribute its assets among the shareholders … was enacted for the protection of minority shareholders, and the corporation should therefore not receive a windfall in the form of a discount because it elected to purchase the minority interest pursuant to [statute]. Thus, a minority interest in closely held corporate stock should not be discounted solely because it is a minority interest.” Unfortunately, while in the same decision the court rightly rejected a discount for lack of control, it allowed a discount for lack of marketability without much discussion.

Gil picks up the story in 1995’s Beway case and brings the reader up-to-date on the issue, rightly describing a nearly schizophrenic trail of decisions over the past 20 years regarding DLOMs. I would argue that in this case schizophrenia is contagious, with the court infected by BV testimony with the same symptoms. It is no wonder that Peter Mahler wishes that the BV community would speak with one clear voice on the issue. Indeed, in this instance, poor case law is often the result of bad or weak appraisal work creating poorly informed triers of fact.

I would suggest the following “valuation-speak” in appraising a minority interest under statutory fair value:

Yet it seems that the New York courts have had trouble accomplishing this goal, in good part because of the valuation work presented to them in expert testimony. I suggest that two issues are in play here that stir up the pot.

First, there continues to be some debate in the BV profession as to whether some DLOM is ever appropriate at the enterprise level. Is a 100% equity ownership interest in a privately held company less liquid than the underlying publicly traded stock data upon which the value is calculated in an income approach (discount rates) or market approach (market multiples) that must be addressed through some sort of valuation adjustment? …. A copy of the complete article is available here.

Remember the Oldsmobile commercial: “This is not your father’s Oldsmobile”? The same can be said of business appraisal. Many, if not most, of the core valuation concepts and processes have undergone material changes over the past 20 years. This is not your father’s Business Valuation anymore.

Do your expert’s reports look like they did 29 years ago? If so, you should be concerned. Here are some of the biggest changes in business valuation that impact the quality, accuracy, and supportability of the expert’s conclusion of value:

Discounts for Lack of Marketability (DLOMs) – Valuing a privately held company usually and automatically concluded with the application of a 35 percent discount for lack of marketability. After all, it’s hard to sell a privately held business quickly. So after an extensive analysis and several complex computations, the concluded value would be whacked by 35 percent. Why 35 percent? First, because some early (1960s era) market studies indicated discounts of that amount. Second, because the IRS generally accepted that amount way back then.

Not today, though. Knowledgeable business appraisers will access databases of empirical market data to compare liquid market prices with less liquid market transaction values or apply some highly sophisticated analysis to derive a subject company-specific discount for lack of control specific to non-control interests, and that amount may be materially higher than 35 percent or materially less. The empirical evidence stands on its own.

Using Publicly Traded Stock Prices – Twenty-five years ago it was universally accepted that valuing a privately held business by applying multiples derived from similar public companies derived a non-control level of value. After all, publicly traded stock are minority interests. However, that thinking has changed. Assuming a public company with widely distributed ownership and no insider control of the board, the board of directors act as a control interest for the benefit of all the shareholders – so my 100 shares of XYZ public company is not non-control. The issue of control is captured in the level of returns to which the market multiple is applied.

What does this mean to the business appraiser who hasn’t kept up? He or she may be materially misstating the value of the business.

Discount Rates – Determining the rate of return had been a pretty intuitive process. Hold up your thumb and size up the business risk qualitatively and pick a number between 15 percent and 25 percent. And while those rates may still bookend a reasonable range of returns for a mature and stable privately held company, business appraisers now have a wealth of detailed market data to help them zero in on a required rate of return that captures the risks specific to the company being appraised.

Tax Affecting – Finally, the advent of pass through tax entities that started in the late 1980s, including as S-Corps and LLCs have opened up a can of worms as to how to treat the taxation of profits in a valuation when all the market data is from publicly traded corporations that are not pass through tax entities and pay taxes (political hyperbole aside). Business appraisers wanted to tax impact profits, arguing that an S-Corp is fundamentally not worth more than the same company without an S-Corp status. The IRS wanted no tax affecting at all, arguing that the shareholders pay the taxes, not the corporation and cherry-picked some cases to prove their point.

Today appraisers look at sophisticated models that attempt to measure the incremental value of the pass through tax entity over a taxable entity, focusing on the benefit of tax free distributions, the tax free build up in basis, and potentially differing tax rates. The issue is clearly no longer black and white.

Make sure you and/or your clients are getting supportable appraisals. The professionals at Advent Valuation Advisors hold the business valuations’ highest levels of training and credentialing. They write and speak on BV, and teach BV to budding appraisers. Call us today.

We have recently had an influx of clients coming to us and stating they are thinking about selling their business and need help figuring out at what price it should be sold.  For many small business owners, selling a business represents the culmination of their entrepreneurial career. Most owners have worked very hard to build the business and make it what it is today but are thinking it may be time to slow down and enjoy the fruits of their labor.

However, many business owners are surprised at the stress involved in selling their business. We suggest that the best way to minimize the stress is to prepare and begin to work through it step by step.

1. Assess your reasons for selling. This is also the time to ask yourself what you hope to achieve in the sale, i.e. what is the amount you want to receive for your company.
2. Seek out advice and help to develop your strategy from your trusted advisor. Consult with a team of professionals.  Advent can handle the valuation.  A commercial realtor or business broker can be a real help in terms of finding and dealing with prospective buyers or your company and helping you navigate the sales process.  An attorney is also necessary to draw up and review documents necessary to sell the company.
3. Determine what your business is actually worth.  Here is where Advent can help.  Determining your business’ value can be a complex process. You will want to identify a fair and objective price for your company that will attract buyers and doing so will require the application of one or more generally accepted methods of business valuation. Understanding not only the what of a reasonable value but the way of a reasonable value often helps owners to put aside the emotional connection to the business that can lead to an inflated value for the company.  Having a valuation performed may also reveal operational deficiencies that can reduce the value of the business or make the business difficult to attract offers.
4. Get your business ready for sale (put the house in order).  When you sell a house, there are usually things that need to be done to prepare it for sale and make it presentable to potential buyers. The same is true when you sell your business. Here is the chance to implement any of the operating deficiencies identified during the valuation.  Potential buyers will want to examine assets such as buildings and equipment firsthand; but they’ll be even more interested in your business’ financial statements so you need to keep your business records up to date.  With the help from Advent, you can also prepare a packet of financial information that reflects the financial condition of your business, presented in such a way that supports the asking price.
5. Screen potential buyers.  Not everyone who expresses interest in your business will be a serious buyer. Some people shop for businesses like women window shop for shoes. The problem is that showing your business to potential buyers takes time. Rather than waste time with insincere prospects, it is much better to screen buyers in advance and only meet with those who are truly serious.  Business owners shouldn’t provide any information about the business until they have determined the potential buyer is capable of completing the transaction. It is not unheard of for competitors to disguise themselves as buyers in order to gain information about the competition.
6. Finalize the sale.  Once a deal has been negotiated it is up to the attorneys and lenders to finalize the sale. All you have left to do is sign a few papers and ride off into the sunset.

Selling your company is serious business, so you want to make sure you take the time and trouble to do it right. Careful preparation and using the professionals, such as Advent, are the keys to the success.  Call us.

Business valuation experts are called upon to value various ownership interests in businesses, ranging from the value of very small, owner-operated businesses, such as laundromats, pizzerias, or specialty contractors who operate from an outfitted pickup truck or van, to complex equity ownerships of larger companies that are ready to go public. These companies are valued for a wide array of reasons, ranging from determining the value of the business for equitable distribution in a matrimonial matter to shareholder disputes; from estate or gift tax valuations that support tax return submissions to use in a transaction of a business between a buyer and a seller.

But these reports generally apply complex valuation, financial, economic, and accounting theory that are often intelligible to only to those well versed in such matters. To that end, the following is a quick summary of business valuation theory for those dealing with business appraisals but are not versed in them.

The Value Equation Simplified
There are three ways to consider business value from an economic perspective; (1) what are the expected economic benefits worth to a potential buyer; (2) is there market evidence of what others would pay for a similar interest under similar circumstances; and (3) what would it cost to replicate the assemblage of assets necessary to generate the same economic benefit?

In its basic form, the valuation equation is quite simple and understandable. In such, value is computed as the expected economic return divided by the required rate of return, where that rate of return considers both growth in the expected return and the risk in the expected return.

So what is the expected return? From a business appraiser’s point of view, the expected return consists of the expected future economic benefits. Think of it this way. If you were considering buying 100 shares of Apple stock for your 401K, why would you buy it? It should be obvious that you would buy it if you thought you were going to get a return on the investment – in this case a return in term of price appreciation and/or dividend payments. Similarly, an equity investor in a private company would be looking to future profits, distributions, or cash flows available to an equity holder.

Expected Return
Regarding the required rate of return, it is a general truism that the greater the risk, the greater the required rate of return. An investor wants to be compensated for taking more risk. The following chart illustrates this in the market place.

Bank CDs, which generally have short return periods – say 3 months to 3 years, pay very low rates of interest – or in business appraiser speak – have low required rates of returns. Why? There isn’t much risk. The maturity is relatively short, the bank promises to pay back the full amount of the principal, and the CD is insured by the Federal Government through the FDIC. Thirty year treasury bonds are equally guaranteed by the government so have little risk. However, they have a 30 year maturity date, so there is inflation risk – the potential that rates will rise and the investor, who has locked in a return for 30 years, will miss out on higher future interest rates. Therefore, the rate of return is higher.

Similarly, publicly traded stock and privately held stock have even higher required rates of return. There is no guarantee of value – not by the government, not by the market, and not by the company. Publicly traded companies, however, are generally larger, more established companies, have strong levels of regulatory oversight by the SEC, and a board of directors who have a fiduciary responsibility to act on behalf of equity holders, not insiders. Therefore publicly traded stock is seen, in general, as less risky than privately owned company stock. Certainly the stock in publicly held companies is more liquid. Finally, venture capitalists require much higher returns for taking risks in investing in startup companies, many of which may not have a completed product or a proven business model.

While the above returns are relatively easy to understand in terms of risk and rewards, in practice a business appraiser considers several sources of risk. For example, let’s assume a company owns and operates a chain of convenience stores with gasoline stations and makes a consistent amount of profit. Now suppose the Federal EPA requires new and improved gasoline storage tanks to reduce potential leakage and pollution that will cost hundreds of thousands of dollars to install for each location. That is now requires money to be spent on facilities that would have otherwise been available to the owners of the company. All other things equal, that loss of available funds to the owner reduces value – we have reduced the numerator in the valuation equation (above). Looking at it another way, if the business is sold and the tanks have not been replaced, the new owner will have to replace the tanks and will not pay the seller for the value derived as if the tanks had been replaced. In the same way, the following diagram illustrates many of the factors that business appraisers may consider when attempting to quantify risk.

Expected Growth
The final component in the value equation is growth. Think of growth this way: All other things equal, a company that is growing is more valuable than a company that is not – the economic benefit in the former rises over time; the economic benefit of the latter does not. It is the business appraiser’s job to estimate growth in the Expected Return. That growth may be constant, in which case the value model becomes simpler, or it may be variable, in which case a more complex valuation model may be employed to derive the value estimate.

Once the business appraiser has somewhat of a handle on these three factors, the appraiser can employ one or more of three valuation approaches, the income approach, the market approach, or the asset approach.

Let’s walk through an example by assuming a company generates an economic benefit to equity holders of $100,000. What is the value of the equity?

Value from the Income Approach
When employing the income approach there are several methods that can be used. The one following should look familiar. Let’s assume the $100,000 return to equity to holders and that the business appraiser has determined that the required rate of return associated with those equity return benefits is 15 percent. Let’s also assume that the appraiser as determined that the company will grow continually over time at a 5 percent rate. The value of the equity is $1 million, as follows:

Value from the Market Approach
Employing a market approach to value, a business appraiser will seek to find companies “similar enough” to the subject company from which it can derive valuation multiples, much akin to how real estate appraisers value homes – by looking for similar sales and adjusting compare to the subject home.

So let’s suppose the business appraiser looks in the market, whether at public companies’ trading prices or private company transactions, and derives a market multiple for the metric of 10 times. Applying that multiple to the subject company’s metric of $100,000 generates a value indication of $1 million.

Value from the Asset Approach
The asset approach simply takes the reported accounting book value of the company’s balance sheet and converts it to market value. The theory is simple:

If Book Value of Assets – Book Value of Liabilities = Book Value of Equity

Then

Market Value of Assets – Market Value of Liabilities = Market Value of Equity

Illustratively, the following balance sheet shows the accounting book value of the company with a book, or accounting value of equity of $415,000. By adjusting the book value to market value, through analysis and appraisal of specific assets, including any not reported on an accounting basis – such as goodwill or other intangible assets, the market value of equity in the amount of $1 million is derived.

So employing the three approaches to value, income, market, and asset, all of which measure risk and returns in some way, derive a value indication of $1 million for the equity of this example company.

In addition to the above, there are a couple other concepts worth noting: level of value and standard of value.

Level of Value
Level of value relates to the specific ownership interest that is the subject of the business appraisal. Different equity ownership interests in the same company may have varying levels of liquidity, or marketability, and control. Depending upon what is valued, adjustments for those differences must be accounted for, usually in terms of discounts or premiums. If a business appraiser’s value computations derive a control level value and their assignment is to value a non-control minority equity value of a privately held company, they will likely make adjustments to the pro-rata value for identifiable differences in the lack of control and lack of marketability as between a control interest and a closely held minority, non-control interest in the same company.

The following chart illustrates the relationships between the various levels of value.

Standard of Value

The standard of value assumed in the business appraiser’s analysis can impact the value conclusion. The standard of value will likely vary, depending upon the purpose and venue for the business appraisal. For example, the fair market value standard assumes a hypothetical buyer and seller on a financial transaction basis. If a business appraiser was valuing a non-control interest, the value conclusion would have to be on a non-control basis – and a discount for lack of control may be appropriate. However, in a shareholder litigation, statutory fair value is often the standard of value. Most state statutes and related case law require that the oppressed minority shareholder not be further oppressed by receiving value for their interest at a “discounted” basis that a control shareholder would not suffer.

Fair Market Value: Fair market value is defined as “the price at which property would change hands between a willing buyer and a willing seller, neither being under a compulsion to buy or sell and both having reasonable knowledge of the relevant facts.” Originally derived from tax-related valuations, IRS Revenue Ruling 59-60 is a great source document to understand fair market value. FMV is still applicable for tax compliance valuations, and is the basis for the standard of value in many other venues, such as divorce litigation.

Fair Value: Fair Value is a standard of value often used in statutory dissolution and oppression cases and its meaning and impact on value can vary from venue to venue. For example, it identified in New York State Consolidated Laws, Business Corporations, Article 11 – Judicial Dissolution as the basis for distribution and has generally been interpreted in the courts as a shareholder’s “proportionate interest in ‘going concern value’ of a corporation as a whole, that is, what a willing purchaser, in arm’s length transaction, would offer for corporation as operating business.” (638 New York Supplement, 2d Series / 87 NY.2d 181). There is also a different kind of “fair value” standard for financial reporting, which is defined in detail in FASB (Financial Accounting Standards Board) pronouncements.

Synergistic Value: Synergistic Value is the unique value to a particular buyer who expects returns outside, or in addition to, the returns of the business enterprise itself because of the expected synergies such as: the consolidation of back-office operations, economies of scale, elimination of competition, product or market synergies, and/or increased purchasing power.

What’s the difference?

A few years ago an attorney asked me to review a business appraisal of a sole practitioner law practice in the context of a divorce. The report was prepared by a CPA with no valuation credentials, and who served as the accountant for the attorney/husband. The CPA calculated the value by applying an “excess earnings method.” To do so each of the practice’s assets are valued, and the return on each is estimated. Any excess earnings over the expected return on the valued assets are capitalized by a rate of return to estimate the goodwill value of the practice, which is then added to the value of the assets, net of any debt, to determine the total value of the practice. The CPA’s conclusion? The law practice was worth $108.64. The conclusion was very precise. But was it accurate?

Accuracy describes the “nearness” to a true value. The closer to the bull’s-eye one is when shooting at a target, the more accurate the shot.

Precision, on the other hand, is the degree to which several measurements provide answers very close to one another and indicate the scatter of data – the lesser the scatter, the higher the precision. But preciseness does not create accuracy. Let’s go back to the bull’s-eye example. If I shoot five arrows and all of them land in the upper right quadrant in the outer ring of the target, my shooting was very precise, but I wasn’t very accurate.

Want a numbers example? Suppose I want to determine the average profitability of all restaurants in my community (and let’s assume all restaurateurs are willing to discuss the same with me). If I call five restaurants on Monday morning and calculate the average profitability down to the penny, I’m very precise in my calculation. But am I accurate? Do all restaurants tend to show the same level of profits?

Let’s look at just one factor. Many restaurants are closed on Mondays, choosing to be open all weekend. Can I assume those restaurants are similarly profitable as those that are open on Mondays? Chain restaurants typically are open 7 days a week. Locally owned, private restaurants are the ones that are most likely to close on a Monday. Fast food restaurants are generally open 7 days a week. Higher-end white tablecloth restaurants are more likely to be closed on Mondays than fast food restaurant chain stores. My sampling method assumes all types of restaurants have similar levels of profitability, but if I exclude all the restaurants that are closed on Monday, my average of the sampling may be very precise but not very accurate if my assumption about “sameness” is incorrect (and it probably is).

If we look at the issue in terms of statistics, the graph at right illustrates the difference. Let’s assume the “actual” value represents the true, intrinsic market value of our appraisal subject. The closer our value indication is to the actual value, the more accurate our conclusion. On the other hand, we may observe market data and find very little “scatteredness” in the data – statistically speaking, the coefficient of variance is very low. But if we’re observing the wrong data, even though our analysis of it implies precision, we won’t be very accurate.

Don’t be fooled into assuming that precision implies accuracy. It doesn’t. In fact, in my experience preciseness is often used to mask inaccuracy. In an appraisal, a highly precise conclusion of value causes me to double down in my evaluation of its accuracy.

When a business finds itself on the road to serious financial trouble and unable to obtain financing from new or existing sources of capital, or solve its financial problems quick enough internally, it should pursue a solution through its creditor constituencies. This can be done either out of court or with the assistance of the federal bankruptcy code. Under either of these approaches, the debtor has many alternatives in seeking relief. The appropriate approach will be influenced by a number of variables, including the debtor’s size, financial history, capital structure, nature of the problems and the outlook for the business.  In examining the options two major issues must be addressed; should the business restructure or liquidate and should the reorganization or liquidation take place out of court or in bankruptcy court?

In choosing the best alternative it is imperative to understand what caused the debtors current troubles, whether the company will be able to overcome them and, if so, what actions will be required to turn the company around. Advent Valuation, as financial advisor, canassist the Company, or its creditors, in determining how the losses occurred and what can be done to evade them in the future.

To aid in this determination, it may be necessary to forecast the cash flow of the operations for weekly periods for a term of thirteen weeks. This is one of the most powerful cash management tools. The 13-week cash flow projection is utilized by management of distressed companies to help manage and anticipate short-term liquidity needs. Advent can also be helpful in indicating where additional steps will be necessary in order to obtain positive cash flow. The best indication that a failing business has a reasonable chance for a recovery is the presence of three attributes.

1. A core business capable of generating cash flow, preferably showing a positive EBITDA and the ability to meet future challenges
2. A new source of funding, preferably long term
3. A management team capable of assuming operating control of the firm

For existing clients, the information needed to choose the course of action can be accomplished with minimal additional work.  However for a new client, a review of the client’s operations will be required to ascertain the company’s situation. Once the analysis has been completed, and unless additional capital is raised or a buyer for the company is found with assistance from its advisors, the client normally makes the decision to:

• liquidate the business
• attempt an informal settlement with creditors, or
• file a chapter 11 petition.

For example where a company’s product is inferior, with declining demand, inadequate distribution channels, or other problems exist that cannot be corrected (either because of economic reasons or management’s lack of ability), it is normally best to liquidate the business immediately.  Postponing a closeout strategy greatly diminishes the liquidation value if customers abandon the company and business relationships deteriorate.

Conversely, if the company is determined to be viable the decision whether it should immediately file a chapter 11 petition or attempt an out of court settlement depends on several factors including:

1. Size of the company and whether it is public or private
2. Number of creditors and if they are secured or unsecured
3. Complexity of the situation
4. Nature of the debt, prior relationships with creditor constituencies, and pending lawsuits
5. Executory contracts, including leases
6. Tax implications of alternative selected
7. Capabilities of management, including mismanagement, fraud and irregularities.

In summary, hiring both Advent and a component bankruptcy attorney can help a company work through the question of whether to restructure or liquidate.  Advent Valuations Advisors is here to work through the difficult questions with you.

by Moira Vetter, Forbes Contributor

Anytime you begin discussing entrepreneurship and finance, the topic turns to valuation. Determining what your company is worth, is not unlike determining what your child is worth. (Your kid is priceless, your company isn’t…although it’s no less personal.) To the owner, the process of valuation is subjective and emotional. To the buyer, the valuation process is far more objective.

The issue of valuation comes up regularly because it matters for several reasons. Let’s take a look at how finding a reputable advisor to help you determine your value is important in these instances:

• Valuation when you are seeking investors or capital
• Valuation when you are seeking to bring in partners or share equity with key employees
• Valuation when you are seeking to sell

Valuation for the purpose of seeking investors or capital

Different types of investors focus on different stages of business. If you’re at the startup phase, pre-revenue—perhaps even pre-product—you may find a startup angel. In these cases, you can’t show a historical P&L, patented technology or equipment that have a logical or quantifiable value. At this stage, a company’s ‘potential valuation’ is based heavily on the vision of the founder, their assessment of a market need, the value of that market segment or category of offering, etc. These types of early, lead angels will assign a percentage of the entire venture they are willing to take in exchange for funding. They often will develop a terms sheet that enables you to buy back or earn back your equity.

If you are a second-stage or more mature business, the tangible cast of financial instruments, audits, market sizings, sales reports, profitability trending, and more will likely be used to assign valuation. Unless there is going to be a change in ownership, at this point an investor is primarily interested in ensuring the business itself and its value or cash flow will make good collateral against their investment. Most investors, banks included, have a laundry list of items they will require from you and your CPA to review your financial health and estimate value. Make sure you are conversant with these documents, understand them, and head-off any oddities in your financials prior to being asked to see them. CPAs often can assist you with this process.

Valuation for the purpose of bringing in partners or sharing equity

The process of ‘doing deals’ is an odd one. It’s another place where the sole or majority shareholders may have an emotional, subjective view of value. The process of determining valuation is a first step here. The subsequent process of determining how shares will change hands—additional investment, earning shares in lieu of salary, etc.—is a whole different exercise. This can be made more complicated in a services business where there are less fixed assets and where individual’s worth or value to the enterprise is likewise subjective. For the purposes of valuation, there are often consultants with experience in a given sector or business type who have relevant business examples to draw on to help in assigning value. Also, larger CPA firms may have a separate department that focuses on valuation. These groups are typically separate from the CPA, similar to audit, to ensure an objective view is taken when assigning value. When a mutually agreeable value has been determined, a corporate attorney or legal consultant that focuses on private equity deals is the best person to engage to assist with the negotiation. Too often, shareholders attempt to do gentlemen’s agreements to avoid uncomfortable discussions. Now is the time to have any potential uncomfortable discussions, with independent people representing the shareholders, before the deal is done. In this way everyone begins the new partnership on the right foot, with the appropriate consideration so they can begin immediately growing the value of the collective and not arguing about the details of an equity exchange.

Valuation for the purpose of a sale

When it’s time to sell, a different group of experts is needed for valuation. You will of course need all the financial documents discussed before, ideally these have been audited by pros to start you off on stronger footing. These advisors for smaller businesses may be brokers or consultants that are expert in your sector. If your business is larger, let’s say closer to $10 Million, you will likely be interviewing investment bankers to represent you in a deal. Investment bankers have their own formulas, protocols, valuation teams and will typically pitch you on their approach to assisting you with a sale, including their rough estimates on determining your valuation. It is important to have advisors that can help you with both Fair Market Value and Investment Value. In a Fair Market Value sale, you make be talking about ‘multiples’ on your revenue and profit or comparables of other companies sold. Your assets, cash and other objective factors will be calculated. The more interesting discussions however come from the area of Investment Value. This is where most sellers get excited because the businesses’ value is viewed in relation to the prospective buyer’s gain or value from the buy. My company supported one business with their branding, lead generation and sales force effectiveness as they went through a sale. Their Fair Market Value was estimated at about $70 Million. In developing their markets and working with the investment bank, a motivated or ‘strategic buyer’ was uncovered. This buyer benefited from adding key accounts the business had, removing a key competitor that stood between them and several deals, and helped them add geographic coverage where they had no footprint. The Investor Value came in at $130M. This one example should give you major clarity on the difference between the Fair Market Value and the Investment Value of your company.

Do you know what you’re worth?

The moral of this story is that many professionals can help you do the sometimes confusing and elusive exercise of determining what you’re worth. Don’t be taken in by the first person that tells you, you are worth a fortune. Be sure to check references. And be prepared to start getting phone calls from these individuals once your revenue exceeds $3 Million.

What’s important is to know why you are determining your valuation, who stands to gain from the final figures and the expertise of those best equipped to help you determine valuation and represent you. Just remember, before you do the process of finding an expert, make sure your financial house is in order. The cleaner your books are and the more aware you are of the impacts that grow your revenue, profit and growth segments, the better armed you’ll be when the questions and document requests begin to fly.

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