A Reviewer's Handbook to Business Valuation Practical Guidance to the Use and Abuse of a Business Appraisal
, by Hood, L. Paul; Lee, Timothy R.- ISBN: 9780470603406 | 0470603402
- Cover: Hardcover
- Copyright: 5/3/2011
Timothy R. Lee, ASA, leads Mercer Capital's Corporate Valuation Group. Mercer Capital is a premier business valuation and transaction advisory firm, serving a national and international client base. Mr. Lee has extensive experience in providing corporate valuation and investment banking services to hundreds of clients in an array of industries.
Foreword | |
Preface | |
Highlights of this Book | |
Who Should Read this Book? | |
About the Book | |
Acknowledgments | |
Foundations: Valuing a Business | |
Fundamental Concepts for Defining Value | |
Standard of Value | |
Level of Value | |
Premise of Value | |
Conclusion | |
Defining the Engagement | |
The Importance of Defining the Engagement | |
Defining the Client | |
The First Call | |
The Subject Entity and Entity Type | |
Entity Distinctions and Entity Significance in the Valuation | |
State of Entity Organization or Incorporation | |
Principal Business Location | |
Description of the Subject Interest | |
Purpose and Intended Use of the Valuation | |
Date of the Valuation | |
Scope of the Work Product | |
Summary Assignment Definition Table | |
The As of Date of the Appraisal and the Date of the Appraisal Report - Added Thoughts and Perspective | |
Conclusion | |
Information Collection and Due Diligence | |
Importance of the Information Collection and Due Diligence Phase | |
Industry and Economic Considerations | |
Financial Information and Analysis | |
The Management Interview | |
Preparation | |
Agenda of a Typical Management Interview | |
Conclusion | |
An Overview of Valuation Approaches | |
Recognized Valuation Approaches | |
Methodology and Level of Value, Direct and Indirect Methodology | |
Valuation Approaches: The Cost Approach | |
The Cost Approach | |
Typical Adjustments in the Cost Approach (using Tangible Net Asset Value Methods) | |
To Tax Affect or Not | |
The Income Approach to Value | |
Direct Capitalization and Discrete Projection Methods | |
Reconciliation of Income Methods to Market Methods | |
Typical Adjustments to the Income Statement | |
Adjustments That Correspond to Balance Sheet Treatments | |
Reconciling or Reclassifying Interim Period Measures to Fiscal Period Measures | |
Income Statement Adjustments and Considerations | |
Matching the Cost of Capital to the Benefit Stream | |
Developing the Cost of Capital | |
Summary Examples of Developing the Cost of Equity Capital | |
Growth Rate of Earnings / Net Cash Flow | |
Finishing the Direct Capitalization Equation | |
Developing the Single-Period Benefit ("Ongoing Earnings" and "Ongoing Net Cash Flow") and Preparation for the Discounted Future Benefits Method | |
Example of a Single Period Capitalization to Derive the Market Value of Total Invested Capital | |
The Discounted Future Benefits Method (DFB) | |
Conclusion | |
The Market Approach | |
Valuation Methods under the Market Approach | |
Rules of Thumb | |
Transactions Method | |
Guideline Public Company Method | |
The Fundamental Adjustment | |
Guideline Transactions Method | |
Correlation of Value | |
Global Considerations in the Correlation Process | |
Examples of Correlating a Value Indication | |
Conclusion | |
Valuation Discounts and Premiums | |
The Levels of Value Revisited | |
Perspective on the Control Premium | |
Control Premiums - Substance Over Form | |
Perspective of the Minority Interest Discount | |
Marketability Discounts | |
Conclusion | |
Business Valuation Standards | |
Uniform Standards of Professional Appraisal Practice (USPAP) | |
Overview of USPAP Valuation Standards | |
USPAP Ethics Rule 2010-11 | |
USPAP Competency Rule 2010-11 | |
USPAP Scope of Work Rule 2010-11 | |
USPAP Jurisdictional Exception Rule | |
USPAP Business Appraisal Review (USPAP Standard 3) | |
Business Appraisal Development: USPAP Standard | p. 9 |
Business Appraisal Report Standards USPAP Standard | p. 10 |
USPAP Certification Requirement | |
USPAP Statements on Appraisal Standards and Advisory Opinions | |
American Society of Appraisers (ASA) Business Valuation Standards | |
ASA BVS General Preamble | |
ASA BVS-I (General Requirements for Developing a Business Valuation) | |
ASA BVS-II (Financial Statement Adjustments) | |
BVS-III (Asset-Based Approach to Business Valuation) | |
ASA BVS-IV (Income Approach to Business Valuation) | |
ASA BVS-V (Market Approach to Business Valuation) | |
ASA BVS-VI (Reaching a Conclusion of Value) | |
ASA BVS-VII (Valuation Discounts and Premiums) | |
ASA BVS-VIII (Comprehensive Written Business Valuation Report) | |
ASA BVS-IX (Intangible Asset Valuation) | |
ASA SBVS-1 (Guideline Public Company Method) | |
ASA SBVS-2 (Merger and Acquisition Method) | |
PG-1 (Litigation Support: Role of the Independent Financial Expert) | |
PG-2 (Valuation of Partial Ownership Interests) | |
The American Institute of Certified Public Accountants (AICPA) Statement on Standards for Valuation Services | |
Introduction and Scope | |
Overall Engagement Considerations | |
Development | |
Valuation Approaches and Methods | |
Detailed Report | |
Summary Report | |
Calculation Report | |
Oral Report | |
National Association of Certified Valuation Analysts (NACVA) Professional Standards | |
Preamble; General and Ethical Standards | |
Valuation Services | |
Development Standards | |
Reporting Standards | |
Miscellany | |
The Institute of Business Appraisers (IBA) Business Appraisal Standards | |
Standard One: Professional Conduct and Ethics | |
Standard Two: Oral Appraisal Reports | |
Standard Three: Expert Testimony | |
Standard Four: Letter Form Written Appraisal Reports | |
Standard Five: Formal Written Appraisal Reports | |
Preliminary Reports | |
Conclusion | |
Canadian Institute of Chartered Business Valuators Practice Standards | |
Practice Standard | p. 110 |
Valuation Reports | |
Practice Standard | p. 120 |
Scope of Work | |
Practice Standard | p. 130 |
File Documentation | |
Practice Standard | p. 210 |
Advisory Reports | |
Practice Standard | p. 220 |
Scope of Work for Advisory Reports | |
Practice Standard | p. 230 |
File Documentation for Advisory Reports | |
Practice Standard | p. 310 |
Expert Reports | |
Practice Standard | p. 320 |
Scope of Work for Expert Reports | |
Practice Standard | p. 330 |
File Documentation Standards in Expert Reports | |
Standard | p. 410 |
Limited Critique Reports | |
Practice Standard | p. 420 |
Scope of Work for Limited Critique Reports | |
Practice Standard | p. 430 |
File Documentation Standards for Limited Critique Reports | |
Practice Bulletins | |
Internal Revenue Service (IRS) Business Valuation Standards | |
- Introduction | |
Development Guidelines | |
Resolution Guidelines | |
Reporting Guidelines | |
Addendum A USPAP | p. 3 |
Comparison Chart | |
Addendum B USPAP | p. 9 |
Comparison Chart | |
Lessons from the Trenches | |
Alleged Errors of Omission by Appraisers | |
Failure to Comply With USPAP | |
Valuation Credentials | |
Too Much Involvement by Counsel in the Appraisal Report Preparation | |
Standard of Value | |
Valuation Date | |
The Subject Property Interest | |
Bias | |
Sources of Data | |
Independence | |
Pure Reliance on Case Law | |
Site Visits and Management Interviews | |
Failure to Provide Sufficient Explanation | |
Disregard of Material Facts | |
Failure to Find Available Information | |
Failure to Adequately Support Selection of Beta | |
Improper Sampling Techniques | |
Off Financial Statement Items | |
Failure to Sufficiently Explain Assumptions | |
Insufficient Due Diligence | |
Failure to Make Inquiries With Significant Third Parties | |
Failure to List All Appraisers' Qualifications | |
Failure to Consider the Small-Stock Premium | |
Failure to Factor in Income Tax | |
Failure to Set Forth the Adjustments to Financial Statements in the Appraisal Report | |
Failure to Have Work be Susceptible of Replication | |
Failure to Identify the Multiples Selected | |
Failure to Discuss Weightings in the Appraisal Report | |
Failure to Distinguish Between Tax and Book Depreciation | |
Failure to List Guideline Companies | |
Failing to Separate Operating and Nonoperating Aspects of a Company | |
Failing to Lay Foundation for Small Stock Premium | |
Failing to Justify Capitalization or Discount Rates | |
Failure to Think like an Investor | |
Failure to Define Capital Structure | |
Failure to Adequately Consider the "Willing Buyer" | |
Failure to Adequately Consider the "Willing Seller" | |
Failure to Accurately Describe the Subject Property | |
Failure to Properly Classify the Subject Company | |
Failure to Explain the Basis for a Valuation Discount | |
Failure to Properly Consider the Subject Company's Growth Rate | |
Failure to Explain Market Multiples Selected For Guideline Companies | |
Failure to Explain Equal Weighting of Conclusions of Value | |
Failure to Consider Differences between the Subject Company and the Guideline Companies | |
Failure to Utilize Data From a Guideline Company That the Appraiser's Own Summary Chart Reflects is Closest to the Subject Company | |
Failure to Explain the Selection of the Range of Performance Ratios Selected | |
Failure to Adequately Explain Why Companies Selected as Guideline Companies are in Fact Comparable to the Subject Company | |
Failure to Explain Why so Few Comparable Properties or Guideline Companies Were Selected | |
Alleged Errors of Commission | |
Retrospective Appraisals | |
Use of Past Publications of an Appraiser Against the Appraiser | |
Using Untested Methodology | |
Improper Reliance Upon a Draft Appraisal | |
Conclusion of Value Offends Common Sense | |
Mathematical Errors | |
Inconsistency | |
Double Counting | |
Conflicting Conclusions of Value | |
Sole Reliance upon a Valuation Model | |
Incorrect Usage of the Discounted Cash Flow Method | |
Skewed Assumptions | |
Overemphasis on Buy-Sell Restrictions among Related Parties | |
Using Historic Book Value of Assets in Net Asset Value Approach Even Though Asset Appraisals Had Been Obtained | |
Misapplication of Pre and Post Tax Figures | |
Ignoring the "Hypothetical" Nature of the Willing Buyer or Willing Seller | |
Inconsistent Use of Commercially Available Data | |
Use of Commercially Available Data That Warns of its Statistical Inaccuracy | |
Misstatement of Methodology Employed by Appraisers on Whose Work the Appraiser Has Relied | |
Undue Reliance Upon the Work of Another Appraiser | |
Using a Valuation Method without Laying a Foundation That It Is a Legitimate Method (for example, The Business Broker Method Using Data from the IBA Market Database) | |
Improper Reliance on a Study That Does Not Completely Provide All of the Relevant Data | |
Failure to Apply Discussion of Economic Factors to the Subject Company | |
Using Commercially Available Data in a Manner Contrary To How The Data Source Says The Data Should Be Used | |
Failure to Proofread Report Prior to Issuance | |
Apparently Conflicting Assumptions Used for the Same General Purposes without Sufficient Explanation | |
Use of Different Valuation Methods in Valuing the Same Interest in Valuation Reports Offered at Different Times without Adequate Explanation | |
Making Improper Adjustments to Financial Statements | |
Reliance upon the Pre-IPO Studies and the Restricted Stock Studies to Determine the Discount for Lack of Marketability for a Controlling Interest | |
Misreading or Failing to Properly Consider Rev. Rul. 59-60 | |
Failure to Accurately State the Number of Shares Outstanding in the Subject Company | |
Inconsistency in Valuation Methodology Expressed in Testimony Versus the Appraiser's Methodology as Expressed in another Writing | |
Unreasonably Low Projections | |
Failure to Add Back Depreciation Included in Computation of Costs-of-Goods-Sold in the Computation of EBDIT | |
Combining the Discount for Lack of Control with the Discount for Lack of Marketability | |
Utilizing an Assumed Income Tax Rate That Differed From the Actual Past Tax Rates of the Subject Company | |
Disconnect between Assumption as to When Revenues or Expenses Would be Received or Incurred and When Those Items Were Actually Received or Incurred | |
Error in Computing Terminal Value when Using the Income Approach | |
Discounting an Income Stream Only at or Close to the Risk-Free Rate | |
Modifying or Abandoning Positions Taken in the Written Appraisal Report during the Appraiser's Testimony | |
Referring to a Standard Industrial Code in the Appraisal Report without Identifying That Number in the Report | |
Relying Upon Guideline Companies That Were Not Comparable to the Subject Company | |
Preparing and Utilizing Earnings Projections That Vary Significantly From the Earnings Projections Prepared by the Subject Company | |
Use of Only One Year's worth of Guideline Company Data | |
Inappropriate Employment of a Discount to Make a Conclusion of Value under One Valuation Approach Come Out More in Line With the Conclusion of Value Reached Under another Valuation Approach | |
Failing to Properly Calculate a Valuation Discount | |
Inappropriate Use of a Price-to-Asset Multiple Where the Difference between Book Value and Asset Fair Market Value is not Close | |
Selection of Too Few Guideline Companies or Comparable Properties | |
Selection of Too Few Performance Measures in the Guideline Company Method | |
Cherry Picking Valuation Multiples | |
Using an Inexcusably Old Comparable Sale | |
Inappropriate Reliance upon Governance Document Restrictions in Establishment of Valuation Multiples | |
Stating the Wrong Date from a Comparable Sale | |
Mismatching the Valuation Dates of the Guideline Companies and the Subject Company in Computing Price Multiples | |
Defining "Guideline Company" Too Narrowly | |
Ten Burning Issues within the Appraisal Profession | |
Methods of Determining the Discount for Lack of Marketability | |
Applicability of Discount for Lack of Marketability to a Controlling Interest | |
Validity of Discount for Imbedded Capital Gains | |
Shift of "Comparability" from the Publicly Traded Arena to the Private Arena | |
Efficient Market Hypothesis and Exceptions (for example, Small Firm Effect) | |
Value of Control vs. Value of Synergy | |
Do Public Company Stock Prices Indicate a Marketable, Minority or a Marketable, Control Position? | |
S Corporation Tax-Affecting | |
Factoring Financial Statement Adjustments When Estimating the Value of a Noncontrolling Interest | |
Validity of the Capital Asset Pricing Model for Valuing Interests in Closely Held Businesses | |
Random Practical Valuation Tips and Thoughts | |
Discovery and Privileges | |
Attorney-Client Privilege | |
Attorney Work Product Privilege | |
Tax Practitioner Privilege | |
A Free Standing, Complete Report, or a Mere Letter or Restricted Use Appraisal Report? Those Business Appraisers Must Be Identified in Time | |
Should a Business Appraiser Always Follow USPAP? | |
How Much Input Can a Client's Advisor Have in the Preparation of a Business Appraisal Report? | |
Types of Appraisers; Appraisal Associations | |
Random Strategy Tips | |
Appraisal Standards Chart | |
Information Request List | |
Management Interview Checklist | |
Sample Engagement Letter | |
Glossary | |
Bibliography | |
Business Valuation Texts | |
Business Valuation Journals and Newsletters | |
Cost of Capital | |
Equity Risk Premiums | |
Articles | |
About the Authors | |
About the Website | |
Index. | |
Table of Contents provided by Publisher. All Rights Reserved. |
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