A Good Deal Depends on Preparation

CPAs can help client-owners of closely held entities tidy up their businesses for a sale.
BY ROD P. BURKERT

EXECUTIVE SUMMARY
A SPECIALIST SUCH AS A CPA/ABV can optimize results for owners who want to sell to an outsider for the maximum the market will reasonably bear.

HOW THE CLENT WILL USE A BUSINESS VALUATION (BV) determines the procedures a CPA/ABV will follow to produce the end result. At the outset of the engagement, a practitioner should know whether the valuation is for a sale or for some other function.

MARKET VALUE IS WHAT OTHERS HAVE PAID for comparable businesses; asset value is how much it would cost to acquire the operating assets of the client’s company; and income value is how much money a buyer could make from the business.

A CPA/ABV SHOULD OBTAIN clients’ financial statements for five to seven years—or even ten if the nature of the business justifies it—and recast them to clearly distinguish operational business value.

A FORECAST OF THE COMPANY’S most likely future economic earnings is the underpinning of its sale value. A CPA/valuator for a selling client should project future earnings with some level of synergy from an industry buyer.

A BUYER ASKS FOUR KEY QUESTIONS: What are the revenue and income of the company? What is the consistency of its growth? How stable is the workforce? What’s the probable return on investment vs. the risk of being in that particular business?

ROD P. BURKERT, CPA/ABV, CVA, MBA, is a principal and cofounder of Burkert Valuation Advisors, a Philadelphia business valuation and litigation support consulting services firm that has performed appraisals for companies operating in a wide variety of industries. His Web site is www.burkertvaluation.com .

ven the most workaholic proprietors eventually want to take it easy, develop an exit plan and turn their business assets into cash. The decision to let go is a big one, and a CPA business valuator can help the client sell the company on the most advantageous terms by working with the individual early in the process—a few years in advance for a long-term client. The value of an entity is based on a number of factors including its financial statements, equipment, real estate and location, and practitioners help owners prepare for an appraisal on several fronts. The process may involve reducing discretionary expenses and increasing the scope of the financial statements by moving from a compilation to a review or a review to an audit. This article describes some ways CPA/valuators can improve terms for owners of closely held businesses who prefer to sell.

WHO, WHY AND WHEN INFLUENCE OUTCOME
To execute a succession plan, your clients need a business valuation (BV), an exit strategy and some guts. Often their lives are so wrapped up with the business they never see themselves separating from it. So it’s essential to get a client to sit down and discuss the logical steps of what he or she needs to do to prepare. Help the owner choose an exit plan that meets his or her personal goals and the business’s capabilities. The top two succession objectives of most business owners are maximizing their financial return and minimizing their tax liability. Third on the list is protecting the company’s future viability to minimize risk to a new owner so it continues and pays the owner’s buyout.

The three chief approaches to valuing businesses are the market approach (what others have paid for comparable businesses), the asset-based approach (essentially the cost to recreate the operating assets of the client’s business) and the income approach (how much a buyer could make from the business). A practitioner should answer two key questions at the outset of a BV engagement:

What’s Your Client’s Market Doing?

In 2002, U.S. central states’ printing businesses sold for an average of 93.3% of their asking price. The average sale price was 53% of gross sales.

Source: www.bizcomps.com .

Value to whom? CPA/ABVs choose their valuation approach based on the client’s intended audience. Different objectives lead—quite honestly—to different results. A proprietor wanting to give an ownership stake to children or whose estate has a business that needs to be valued for tax purposes is concerned with succession planning. The client passing equity to a junior generation must follow IRS revenue ruling 59-60, 1959-1 CB 237, section 2.02, which requires a gift and estate tax valuation to be based on “fair market value” (FMV, paraphrased as worth to a buyer and seller under no duress). The IRS allows family-owned and operated businesses to apply lack-of-marketability and minority-interest discounts that shave a fair amount off the value for such wealth transfers.

If the client wants to sell the business to a third party for the maximum the market will bear, the buyer wants to know its “investment value.” For this the owner evaluates—and substantiates—the company’s worth. Investment value hinges on synergies with a buyer, so the CPA/ABV includes the characteristics of one or more buyers in the analysis.

As of what date? The seller’s company represents one of many investment opportunities for a buyer, so a valuation has a short shelf life. Market conditions are fluid, and when they change, so do interest rates and the return on investment both buyer and seller require. Changes in industry conditions also can alter investors’ sentiments. For example, a valuation of a supplier to the airline industry would be dramatically different pre- and post-September 11.

Once you know the type of valuation the client needs, express the scope of the BV in an engagement letter (see “ Start a BV Engagement the Right Way, JofA , Aug.03, page 35). Note: Practitioners can hold a number of valuation-related credentials such as an ABV, ASA, CBA and CVA (see “ AICPA Resources ,” and “ Organizations ”).

THINK IT THROUGH
After the CPA/ABV chooses the appropriate approach, he or she must make sure the financial analysis of the business is complete. A reasonable and defensible interpretation of the numbers is the core of a BV, so the practitioner must present meticulous documentation of the financials of the company. Clearly explain adjustments and offer ample support for the discount or capitalization rate and the premium or discount calculations as applicable.

Recast historical financial statements. Obtain clients’ financial statements for five to seven years—or even ten if the nature of the business justifies it—and recast them to clearly distinguish operational business value. Some of the things a practitioner needs to consider when recasting to determine a business’s economic earnings capacity and/or core operating assets and liabilities are:

Organizations

AICPA
1211 Avenue of the Americas
New York, New York 10036-8775
Jfeldman@aicpa.org ; www.aicpa.org

American Society of Appraisers (ASA)
555 Herndon Parkway,
Suite 125
Herndon, Virginia 20170
www.appraisers.org

Appraisal Foundation
1029 Vermont Avenue, NW,
Suite 900
Washington, D.C. 20005
www.appraisalfoundation.org

Institute of Business Appraisers (IBA)
P.O. Box 17410
Plantation, Florida 33318
www.instbusapp.org

National Association of Certified Valuation Analysts (NACVA)
1111 E. Brickyard Road,
Suite 200
Salt Lake City, Utah 84105
www.nacva.com

Cost structure. To calculate true earnings, normalize income and expenses for unusual and/or nonrecurring items and remove income and expenses associated with nonoperating assets and liabilities.

Cash flows. Working capital requirements often far outweigh a company’s earnings capacity. To assess a business’s viability, most buyers’ appraisers will place a lot more emphasis on the cash flow of the company rather than accountant-reported earnings.

Nonoperating assets and liabilities. Say a client that manufactures widgets happens to have a corporate plane (not really needed for the business) or a vacation home. The cost of maintaining those assets, and any interest expense on loans encumbering those assets, are in the earnings stream. Since those nonoperating assets and liabilities are unlikely to be transferred in the sale of a business to a third party, the CPA/ABV should remove them from the income statements and balance sheets.

Marketable securities. Check the financial statement disclosures. If the client company is a manufacturing business with portfolios of marketable securities, chances are the securities have nothing to do with the business and the seller will keep them after the sale.

Parked cash. Some clients have a horde of cash. A client may have invested excess cash in a CD, at 5% or less, for example. Assume a typical rate of return for a small closely held business—20%. Let’s say there’s an asset of excess cash worth as much as $500,000, and it earns a 5% rate of return. That’s $25,000 worth of interest income that is classified as “other income” in the financial statement.

If a valuator takes that $25,000 of interest income and divides it by a cap rate of 20%, he or she gets a value of $125,000. Applying the same cap rate to the interest income on a $500,000 CD that you would to the overall business effectively cuts out $375,000 of value.

Aggressive salaries. Often business owners take very large salaries. Such pay represents a return on investment that owners don’t distribute as a dividend. They are taking it as salary because the tax law gives a deduction for it. If ROI is distributed as a dividend in a C corporation, owners lose that advantage. So another adjustment valuators commonly need to make in a BV is to the salary. Note: CPAs who have worked with a company for some time and prepared tax returns deducting those large salaries now may have some liability if they characterize the amounts as excess salary for a BV.

Aggressive retirement plans and benefit plans. Those are discretionary expenses paid by the business that should be added back.

Related-party transactions. If clients really took our advice, they probably spun out business real estate in a separate entity years ago, and the operating corporation would have been paying rent to a now-related partnership that holds the real estate. The CPA/ABV should ask: Is that rent at fair market value, or is it a disguised way of getting more money out of the company in a tax-advantaged manner. If it’s the latter, correct it in the financials as you would other discretionary income.

Use research methods suitable for the overall BV approach. For investment valuations—as opposed to asset or FMV BVs—obtain data on sales of comparable privately held entities as a benchmark. If the business is large enough, look in the marketplace for guideline publicly traded companies; check their price-to-revenue, price-to-EBITDA and price-to-earnings multiples and apply them to revenues, EBITDA (earnings before interest, taxes, depreciation and amortization) and earnings of the client’s business. If the industry is one in which there has been a lot of consolidation for which the client’s enterprise is a candidate—automobile dealerships, for example—find out what those businesses sold for. (For a list of research Web sites, see “ Business Valuation Resources. ”)

BV RESOURCES
To order AICPA courses, books, practice aids and other publications, and to register for conferences, visit www.cpa2biz.com or call 888-777-7077. Member discounts apply. For inquiries about the ABV program, write to ABV@aicpa.org or call the accreditations and membership section hotline at 212-596-6211. To learn more about the ABV credential, see the AICPA Web page www.aicpa.org/members/div/mcs/abv.htm .

Video
The AICPA’s new videocourse A CPA’s Guide to Valuing a Closely Held Business provides a working knowledge of how a CPA values a closely held business for purposes such as estate and gift tax planning, asset allocation, mergers and acquisitions, divorces and damage claims. Instructors include Gary R. Trugman, CPA/ABV, MCBA, ASA; Stacy Preston Collins, CPA/ABV; Barry S. Sziklay, CPA/ABV; and Linda B. Trugman, CPA/ABV, CBA, ASA. The course includes a 120-minute VHS tape, a self-study training manual and CPE materials. It is suitable for individual or group study. AICPA product code no. 181170.

Recent books
Understanding Business Valuation: A Practical Guide to Valuing Small and Medium Sized Businesses, 2nd ed., by Gary Trugman, AICPA, 2003. AICPA product code no. 05600.

Financial Valuation: Applications and Models, edited by James R. Hitchner, John Wiley & Sons Inc., 2003. AICPA product code no. W1061387P0200D.

Financial Valuation Workbook by James R. Hitchner and Michael J. Mard, John Wiley & Sons Inc., 2003. AICPA product code no. W1220833P0200D.

Conferences
National Business Valuation Conference
November 16–18, 2003
JW Marriott Desert Ridge Resort & Spa
Phoenix, Arizona

Succession Planning Conference
December 8 and 9, 2003
The Royal Pacific Resort
Orlando, Florida

Courses
Starting, novice or intermediate practitioners of business valuation may be interested in learning more about how to gain an understanding of the theories and applications of business valuation. For a more comprehensive understanding, enroll in the AICPA’s Fundamentals of Business Valuation, parts I and II. To earn professional certification, obtain the AICPA’s Accredited in Business Valuation (ABV) credential. The ABV Review Course can aid in preparing for the ABV examination. Visit www.aicpa.org/members/div/mcs/abv.htm for more information.

Some situations will be judgment calls. Valuing a real estate or investment holding company that’s a family limited partnership, for example, most likely calls for an asset-based approach because the entity’s worth derives from assets the company holds. For an operating business, however, a CPA/valuator will instead develop a projection of what the company’s future earnings (cash flow) likely will be and then discount the forecast to present value.

Project the future performance of the business. A buyer asks four key questions: What are the revenue and income of the company? What is the consistency of its growth? How stable is the workforce? What’s the return on investment vs. the risk of being in that business?

A projection of the company’s most likely future earnings is the basis of its sale value. A CPA/valuator for a selling client should project future revenue and earnings with some level of synergy. Someone in the same industry able to integrate the seller’s operation to enhance the merged businesses’ efficiency may be willing to pay more (that is, share some of the expected synergies with the seller to get the deal done). Such a one-plus-one-equals-three circumstance is strategic to liquidity. If there’s more than one potential buyer for the company, a separate valuation may be required to estimate what each buyer may be willing to pay.

Analyze the local economy and the client’s specific industry. Unless it’s affected by overall changes in interest rates, the national economic picture may not matter much to a valuation for a business that gets 90% or 100% of its revenues from the county it’s located in. In this case, the CPA/ABV should check the local economy for unemployment figures, business performance, rate of inflation, housing starts and the average and median income and ages of the population. A dour national economic outlook may have little relevance to a local economy that, for whatever reason, is performing well.

PRACTICAL TIPS TO REMEMBER

Get a client to sit down and discuss the logical steps of what he or she needs to do to prepare to exit the business. Help the owner choose a strategy that meets his or her personal goals and the business’s capabilities.

Choose the most appropriate appraisal method based on the key external factors that affect value. A real estate or investment holding company may derive worth from assets the company holds, while an operating business needs a reasonable projection of the company’s future earnings.

If it’s a locally supported business, check the local economy for unemployment figures, business performance, rate of inflation, housing starts and the average and median income and ages of the population. The national economic picture may not matter much to a valuation for a business that gets 90% or 100% of its revenues from the county it’s located in.

Obtain data on selling prices of comparable privately held entities as a benchmark. If the business is large enough, check in the marketplace for guideline publicly traded companies. If the industry is one in which there has been a lot of consolidation for which the client’s enterprise is a candidate—automobile dealerships, for example—find out what those businesses have sold for.

Make sure the financial analysis is complete, with clearly explained adjustments and ample support for the discount or capitalization rate and the premium or discount calculations as applicable.

Investment value hinges on synergies with a buyer, so include the characteristics of one or more buyers in the analysis.

The general, national or regional economic impact will matter more to the valuation if the client’s business covers a multistate area. Eight times a year, the Fed publishes a report known as the Beige Book that projects economic trends for each Federal Reserve Bank district; see “ Business Valuation Resources ” for more information about the Beige Book.

Translate the data. The CPA/ABV takes all the information in the major valuation steps and, based on everything he or she has learned, synthesizes the data to arrive at evaluation conclusions. Communicate them to your client as agreed upon in the engagement letter.

Caveat
To access information about the AICPA consulting services standards, go to www.aicpa.org/members/div/mcs/stds/index.htm.

Here are relevant excerpts:

Statement on Standards for Consulting Services (SSCS) no. 1 states: “Integrity requires a member to be, among other things, honest and candid within the constraints of client confidentiality. Service and the public trust should not be subordinated to personal gain and advantage. Integrity can accommodate the inadvertent error and the honest difference of opinion; it cannot accommodate deceit or subordination of principle.”

Article IV of the AICPA Code of Professional Conduct differentiates between objectivity and independence as follows: “Objectivity is a state of mind, a quality that lends value to a member’s services. It is a distinguishing feature of the profession. The principle of objectivity imposes the obligation to be impartial, intellectually honest, and free of conflicts of interest. Independence precludes relationships that may appear to impair a member’s objectivity in rendering attestation services.”

ET section 102, “Integrity and Objectivity,” states, in part: “A conflict of interest may occur if a member performs a professional service for a client or employer and the member of his or her firm has a significant relationship with another person, entity, product, or service that could be viewed as impairing the member’s objectivity. If this significant relationship is disclosed to and consent is obtained from such client, employer, or other appropriate parties, the rule shall not operate to prohibit the performance of the professional service.”

MAKE A SOLID CASE
When all is said and done, there may be nobody in a better position to do a valuation analysis than the practitioner who has been associated with the client and the company’s financial statements for a long period of time. No one else will have a better understanding of the unique opportunities and challenges that business faces. Nevertheless, extreme carefulness is called for.

AICPA standards define business valuation services as “consulting,” which is subject to the AICPA Code of Professional Conduct and the Statement on Standards for Consulting Services. The fifth article of the “Principles of Professional Conduct” in AICPA Professional Standards (ET section 56) says, “A member should observe the profession’s technical and ethical standards, strive continually to improve competence and the quality of services, and discharge professional responsibility to the best of the member’s ability.” (See “Caveat ,” above.) Perhaps the most important valuation standard a CPA/valuator should adhere to is to prepare a BV report so it will stand up in court if it has to.

Business Valuation Resources
There are many useful Web sites where valuators can find a range of pertinent financial and industry information. Here are some of them:
Economic information

www.conference-board.org
The Conference Board collects and publishes information on the U.S. economy.

 www.federalreserve.gov/fomc/beigebook/2003
Each Federal Reserve Bank gathers anecdotal information on current economic conditions in its district through reports from bank and branch directors and interviews with key business contacts, economists, market experts and others. The Summary of Commentary on Current Economic Conditions by Federal Reserve District (the Beige Book) summarizes these data by district and sector eight times a year.

Industry information

www.asaenet.org
The American Society of Association Executives (ASAE) provides a useful search engine for locating other trade associations.

www.bizcomps.com
This fee-based site offers small business transaction sale data contained in databases for Western, Central and Eastern states. They are updated annually with each region’s sales data over the past 10 years.

www.corporateinformation.com
Typing in the name of a company will bring up a list of links to related Web sites about that particular business.

www.corptech.com
This is a free (registration required) and fee-based site that offers researchers information on approximately 50,000 public and private manufacturers and developers of high-tech products.

www.entrepreneur.com
This site’s “Franchise Zone” has information on franchises and their rankings, business descriptions, links to Web sites, an annual breakdown of the number of units since 1997, financial information and contact information.

www.dnb.com
The D&B (Dun & Bradstreet) Business Information Report is a fee-based site. Its business summary gives the company name, trade styles, address, phone number, parent company name and location, CEO’s name, sales volume, net worth, number of employees, type of business and D&B
D-U-N-S number.

www.forbes.com/2002/11/07/privateland.html
Forbes magazine publishes a yearly directory of the 500 largest privately held U.S. corporations. This site offers information about those companies by name, state, industry, revenue and links to related articles, and it has a large database of small companies dating back to 1996.

www.integrainfo.com
Integra Information Business Profiler provides information on the financial performance of privately held businesses in many industries.

www.llrx.com/columns/roundup4.htm
This site shows what each state has made available on the Web in terms of corporate and business filings.

www.thomasregister.com
The Thomas Register of American Manufacturers is an index of 170,000 U.S. and Canadian manufacturers and a source for finding out what companies do or make. It is searchable by company name, product or service and brand name, with links to many catalogs and Web sites.

www.thestandard.com
Each quarter TheStandard.com publishes who’s leaving what company. It gives the names of former executives, their date of departure, their explanation for leaving, time served and stock market reaction if the company is public.

www.techsavvy.com
This site gives basic contact information and a detailed description of technical, engineering, design, maintenance and manufacturing companies. It will list companies that produce a particular part.

www.vaultreports.com
Researchers can search for company information by business name, city, number of employees, revenue and industry.

Other sources of information

www.sec.gov
EDGAR (the Electronic Data Gathering, Analysis and Retrieval system) was established by the Securities and Exchange Commission to provide access to the filings of publicly traded companies.

Source: Best Websites for Financial Professionals, Business Appraisers, and Accountants, 2nd ed., by Eva M. Lang and Jan Davis Tudor, John Wiley & and Sons, Inc., 2003.

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