Will appear on BV pages – RECENT VALUATION ARTICLES

How a Discount for Lack of Marketability (DLOM) is Determined

/in /by Joe Orlando

In a prior chapter of my professional career, I focused on equity security valuations for tax and financial reporting purposes. I led a team of valuation experts who determined the strike price of options granted to employees of up-and-coming technology companies on their way to IPO. For most, that strike price represents the basis (or cost) of an employee’s future wealth (and tax bill). In simple terms, the valuation of these shares in private companies is based on market multiples (or their value divided by a specific operating metric like sales or earnings) of comparable public companies. Once the value is allocated to common shares, the per-share price is a marketable value because it is based on the stock prices of marketable securities (the publicly traded companies we used to compare). Because private company shares are not as marketable (liquid) as public company shares, we need to adjust for this relative lack of marketability. But how?

Enter the Black-Scholes Model

One answer lies in the economic studies of the early 1970s. In 1973, Fisher Black, Myron Scholes, and Robert Merton published “The Pricing of Options and Corporate Liabilities” in the Journal of Political Economy introducing a simple model with five key inputs. While the formula truly has some high-level calculus, I will try to simplify the output and how it is used.

Here are some definitions you will need to understand before we start:

  • Current Price – The current per-share value of the stock.
  • Dividend Yield – The annual return to an investor in the form of dividends as a % of the stock price.
  • Strike Price – The predetermined price.
  • Maturity – The amount of time in years until the option expires.
  • Risk-free Rate – The rate of a return for a risk-free investment, in this case, a US Government debt instrument at the same maturity term as the put option
  • Volatility – The rate at which a security increases or decreases over time.
  • Call Option – The option or right to buy (or call) a security at a predetermined price by a predetermined date.
  • Put Option – The option or right to sell (or put) a security at a predetermined price by a predetermined date.

How a Put Option Works

Before I dive into how a Discount for Lack of Marketability (DLOM) is determined, I want to examine a real-life example of what marketability is worth. For my example, I’m only going to look at buying a put option. The purchase of a put option assumes that the buyer is a long-term holder looking to protect his/her position in security. I chose a put option because it can be easily compared to an insurance policy.

Facts:

  • Stock Owned: Jane owns 100 shares of Microsoft currently priced at $257.24 as of the close of the financial markets on June 10, 2021. This price very close to its 52 weeks high of $263.19 per share.
  • Goal: Jane wants to lock in the current price (or close to it) for the next year and is willing to pay for the security of knowing that she can lock in that price.
  • Publicly Traded Options: Jane can buy a put option for one year (or with an exercise price of $255.00 in June 2022) at $26.56.
  • Options Purchased: Jane purchases 100 put options for $2,656 to lock in the sale of her shares when the option expires in June 2022 for $25,500.

What this Means for Jane

Jane just bought an insurance policy that lets her get the $255.00 per share for her stock. The put option ensures the marketability of her shares but it came at a cost of 10.4% of the value of her shares (or $2,656 divided by $25,500). While she can’t exercise the option until it expires (the terms of a standard put option) she can sell the options if they increase in value before it expires.

That option will increase in value as the price of Microsoft drops because it is worth more to someone to sell shares at a higher price in the future. An example of this concept is the fact that the put option for the same June 2022 date but at a price of $245.00 is selling at $31.93. In simple terms, the price is driven by the supply (people willing to bet that when the option expires in a year the price of Microsoft will be much higher than it is today) and demand (investors like Jane that simply want the protection of believing that the price will be less in a year than it is today).

How this Relates to a DLOM in Valuing Private Company Shares

Let’s replace Jane with Jack and let’s assume that Jack’s investment is 100 shares in Software Widget, Inc., a private company with no publicly traded market for its shares.

Say Jack hires Exit Strategies to value his 100 shares. We value the shares based on market multiples of publicly traded (or “marketable”) companies comparable to Software Widget, Inc. and arrive at a price per share of $50.00 a share. But Jack’s shares aren’t marketable. He can’t call his broker to sell them and certainly can’t buy a put option to protect the value of his shares. Like Jane, he expects the shares to be marketable in a year but unlike Jane, he can’t buy a real insurance policy to lock in that price. Simply put he lacks marketability for the next year but what does this mean to the value we place on his shares?

The answer lies in the put option that we discussed above but instead of looking for the price of one on Google Finance, we need to go back to the formula Black and Scholes determined to build up and calculate a hypothetical one. Using the inputs below highlighted in gray, the hypothetical option asks a simple question; what would it cost to buy a hypothetical put option to lock in the price of a security at $1.00 for one year? In the case of the inputs below, the answer is $0.15 or 15.0% of the value of the security. Because it would cost $0.15 per share to lock in the price of $1.00 over a year, the lack of this marketability is the cost of not having this protection (or to Jane’s example, an insurance policy).

 

 

So back to Jack. His shares are worth $50.00 per share on a marketable basis but we need to value them on the non-marketable basis of a private company. Therefore, we apply a 15% discount to arrive at our concluded price of $42.50 as detailed below:

 

 

 

This is just one way to determine a DLOM

In determining discounts for lack of marketability, Exit Strategies also considers studies that map actual discounts of restricted stock. The uniqueness of the put option model approach above lies in the inputs and how the discounts change when one of the three key inputs (dividend yield, maturity, and volatility) changes. For example, if we change the term above to 5 years, the discount goes to 28%. That increase makes sense because an “insurance policy” to lock in a price would cost more for 5 years than it would for one.

If you have questions about discounts for lack of marketability or if you would like us to value your private business or equity interest for any purpose, email Joe Orlando at jorlando@exitstrategiesgroup.com.

Fair Market Value – what does it mean? Business Valuation Standards of Value Terminology

/in /by Louis Cionci

Fair Market Value is one of several standards of value terminology used in business valuations. The Fair Market Value (FMV) term is used by the IRS in estate and gift taxes, can be found in many buy-sell agreements, and is frequently the standard of value used in a business valuation report. Anyone who reads a business valuation report by an accredited professional will likely see the Standard of Value stated in the opening pages and in conjunction with the business value conclusion.

One of the most broadly accepted definition of Fair Market Value comes from IRS Revenue Ruling 59-60 which states Fair Market Value as:

…the price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.

For gift and estate tax purposes, the same Fair Market Value definition can be found in the Internal Revenue Code Section 20.2031-1 and Section 25.2512-1 respectively.

…the price at which (such) property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts.

When the term Fair Market Value is used in a buy-sell agreement, it should be noted that, the term FMV includes any discounts which may be applicable to the subject interest being valued, unless clearly stated otherwise in the agreement. For example, a less than 50% interest may be subject to discounts related to control and/or marketability. If the buy-sell agreement states Fair Market Value, the buy-sell agreement should also specifically state whether any discounts to value are intended.

In addition to Fair Market Value, other common Standard of Value terms are listed below.

Standard of Value Where defined:
Fair Market Value IRS Revenue Ruling 59-60; Treasury Regulations
Fair Value (dissenting SH, minority oppression cases) Minority oppression statutes, CCC §2000.  Study case law to determine how interpreted.
Fair Value (financial reporting) FASB, SEC.
Investment Value International Glossary of BV Terms.  When the buyer is known (not hypothetical).

For more information on business valuations or exit planning, Email Louis Cionci at LCionci@exitstrategiesgroup.com or call him at 707-781-8582.

Valuation of Intangible Assets

/in /by Victor Vazquez

As a follow-up to our posts “Profit from Intangible Assets in a Business Sale” and “Understanding the Value of Intangible Assets”, this post offers answers to the question, “How do you value intangible assets?”

In one of these posts, we looked at a simple example for valuing the Bayer tradename associated with its sale of aspirin using a simple capitalized earnings approach to a likely royalty stream. While the valuation of intangible assets is the subject of a dedicated course of study and professional certification, I will try to simplify these methodologies and offer other approaches to give you a general idea on how these assets are valued.

Approaches

The same approaches to estimate the value of a business are applied to intangible assets. These are: i) the income approach; ii) the market approach; and ii) the cost approach. Selection of an approach depends on the situation and the characteristics of the intangible asset. The most common approach when valuing intangible assets is the income approach, while the less common applied is the market approach.

The income approach is a general way of determining a value indication of a business, business ownership interest, security, or intangible asset by using one or more methods through which anticipated benefits are converted into value. A method within the income approach is the discounted cash flows (DCF) method, based on the present value of the forecasted cash flows during the expected life of the asset.

The market approach determines a value indication of a business, business ownership interest, security or intangible asset by using one or more methods that compare the subject to similar businesses, business ownership interests, securities or intangible assets that have been sold.

The cost approach estimates a value indication of an individual asset by quantifying the amount of money required to replace the future service capability of that asset. [1]

[1] American Society of Appraisers – ASA Business Valuation Standards.

Illustration

There is one technique that it is especially useful within the income approach. It is called the “with” and “without” method, since the objective is to extract the value of the intangible asset that it is in the company by determining the value of the business with and without the intangible asset. The difference between the two values is the value of the intangible assets.

Let me illustrate this technique with a simple example. Assume that you own a business and the buyer wants you to sign a non-compete agreement that says that you can’t compete within the industry (or geographic area) for three years. You agree. Therefore the value of the business is the value “with” the non-compete. The “without” scenario has you not sign the agreement with the expectation of competing day one after the deal closes. This competition will impact the buyer in many ways from a decline in revenues, the possibility of losing other staff, and the need to go out and replace you with someone else, likely through a recruiter. All of these costs add up and the buyer, in the “without” scenario suggests that the impact to the value of the business is $500,000 in lost profits and increased costs over the three year period they hoped to have you not competing. Therefore, the value of the non-compete intangible asset is the difference in value between the “with” and “without” scenarios. That is exactly how it works when dealing with an intangible asset.

Other applications of this technique are applied to estimate the value of employment agreements, franchise agreements, and key knowhow (formulas and other intellectual property) and processes and technologies developed internally.

In many ways, this approach highlights the overall theory of intangible asset value as a subset of the enterprise value. This concept is true in identifying specific income streams associated with certain intangible assets like technology and customer relationships. In thinking of your business as a portfolio of these tangible and intangible assets, some have low risk (real estate or fixed assets) while others have significant risk (technology, drug development; i.e intangible assets).

Other methodologies using the income approach include the Relief from Royalty (see our Bayer tradename example in our prior post), and the Excess Earnings (see above in terms of carving off income streams to an asset). Understanding these methodologies and the fact that every intangible asset has a “charge” that you need to apply to the other intangible assets, including the estimation of a discount rate that considers additional risk are fundamental when valuing intangibles. These concepts may be the subject of another blog.

Exit Strategies values intangible assets as well as control and minority ownership interests of private businesses for tax, financial reporting, strategic purposes. If you’d like help in this regard or have any related questions, you can reach Victor Vazquez, ASA, MRICS at victor@exitstrategiesgroup.com.

Understanding Discount Rates The Equity Risk Premium – Part 2 of 5

/in /by Joe Orlando

Our prior post and educational discussion of the discount rate as “one of the most important inputs surrounding the valuation of the business” introduced the first input of the build-up approach, the risk-free rate. The second key input is the equity risk premium. In our reports, we define this input as “The ERP represents the extra yields demanded and earned (and risk assumed) over time by equity investments in large public companies over U.S. Treasuries. This premium is sometimes referred to as the market risk premium. It is a measure of systematic risk of equity securities.”

Build-Up Approach – Equity Risk Premium (“ERP”)

Again, in determining the cost of equity, we use the build-up method which starts with a risk-free rate and adds risk components appropriate to the Company to arrive at a total discount rate. A highlight of how we build up both the cost of equity and the weighted cost of capital is pictured below. As noted, the highlighted;

Basic Definitions

As shown we are using an ERP of 5.90% which is calculated as follows; “using the S&P 500 average annual return of 11.81% derived from CRSP data for the 1928 – 2020 period and a 5.91% 20-year T-Bond average annual return for the same timeframe.” Said another way, the ERP is difference between a long-term rate of return of a portfolio of equity securities (SP = S&P 500 over the last 72 tears) and a similar long-term risk free rate (RFR = T-Bond average annual return). [4]

ERP = SP – RFR = 11.81% – 5.91% = 5.90%

Investopedia sums up this concept with the following key take-aways;

1)     The equity-risk premium predicts how much a stock will outperform risk-free investments over the long term.
2)     Calculating the risk premium can be done by taking the estimated expected returns on stocks and subtracting them from the estimated expected return on risk-free bonds.
3)     Estimating future stock returns is difficult, but can be done through an earnings-based or dividend-based approach.[5]

Below is a graphical depiction of the S&P 500 Index from 1928 through 2021 that includes dividends and supports the 11.81% return.[6]


What Does This All Mean?

The discount rate is a simple build-up of risk. When valuing the equity of a privately held company, the starting point for this calculation is always a risk-free rate which represents a risk free debt security with little to no risk of default. Because the scope of work is the value of equity of a private equity security, we need to build up this rate with the risk associated with equity.

Stay tuned for Part 3 of 5, the Size Premium where the difference in risk between and small companies.

Exit Strategies values control and minority ownership interests of private businesses for tax, financial reporting, strategic purposes. If you’d like help in this regard or have any related questions, you can reach Joe Orlando, ASA at 503-925-5510 or jorlando@exitstrategiesgroup.com.

Understanding Discount Rates The Risk Free Rate – Part 1 of 5

/in /by Joe Orlando

One of the most important inputs surrounding the valuation of the business is the discount rate that is used in the analysis. This discount rate is the expected rate of return on the subject interest which in most cases is the equity in the value of an operating business. Most often in our practice, this equity is attached to a private business that is owner operated. Over the next few weeks, I will dig into the five key inputs that go into a discount rate.

Discount Rate Theory

The rate of return used to discount projected future income to present value must be a reasonable estimate of the return needed to attract the capital of a willing buyer in the marketplace given the level of risk inherent Company. The determination of this rate puts the appraiser in the role of surrogate analyst for a hypothetical, informed, typically motivated, arms-length financial buyer. The appropriate discount rate should be the expected rate of return available on alternative investment opportunities with comparable risk.
In determining the cost of equity, we use the build-up method which starts with a risk-free rate and adds risk components appropriate to the Company to arrive at a total discount rate. Risk premiums cover the incremental risk of equity investments in large-company stocks (vs. debt), the difference in risk between large and small public companies, and the risk of the specific investment (subject company) vs. the market overall. A highlight of how we build up both the cost of equity and the weighted cost of capital is pictured below. As noted, the highlighted input below refers to the risk free rate and the starting point of our build-up approach.

Basic Definitions

Before we dig in to comparisons let us define some common terms that we will use in our discussion [1];

  1.  Risk-Free Rate of Return – The theoretical rate of return of an investment with zero risk. The risk-free rate represents the interest an investor would expect from an absolutely risk-free investment over a specified period of time.
  2. Treasury Yield – The return on investment, expressed as a percentage, on the U.S. government’s debt obligations. Looked at another way, the Treasury yield is the effective interest rate that the U.S. government pays to borrow money for different lengths of time.
  3. Mortgage Rate – The rate of interest charged on a mortgage. Mortgage rates are determined by the lender and can be either fixed, staying the same for the term of the mortgage, or variable, fluctuating with a benchmark interest rate.
  4. Correlation – Variables are correlated if the change in one is followed by a change in the other. Positive correlation describes the relationship between two variables which change together, while an inverse correlation describes the relationship between two variables which change in opposing directions. Inverse correlation is sometimes known as a negative correlation, which describes the same type of relationship between variables.
  5. Spread – The difference between two interest rates. For example, in the highlighted box on the chart below, there has been an uptick in the 10-year treasury yield but little to no change or a continued decline on the other rates. The difference between the black chart and the others at any particular date is the spread between those two rates.

As you can see from the graph below, there is a positive correlation between the three daily rates with almost mirror like lines showing the yields of the 15-year fixed rate mortgage, 30-year fixed rate mortgage and the US 10-year treasury yield rates over the last 21 years.

[1] Definitions care of www.nvestopedia.com

What Does This All Mean?

In the 2020 Berkshire Hathaway Annual Shareholders Meeting in early May 2020, in the midst of a global pandemic, Warren Buffett was asked if there is a risk that the US government would default on its debt, he answered “no”. “If you print bonds in your own currency, what happens to the currency will be the question,” said Buffett. “But you don’t default. The U.S. has been smart to issue its debt in its own currency.” So if there is a concern of default, the US government has the option to simply print more of its own currency to pay back the debt. This mitigation of this default risk is the main reason why the yield on a US treasury note or bond is considered “risk-free” or with zero risk.

So how does the above chart deal with risk-free rate? Simple. The line at the bottom of the graph is what we use as the risk-free rate and the starting point of our build-up approach above. In synch with the definitions above, we have assumed that the rate of US government’s debt obligations have zero risk and our build up approach to the discount rate is a function of adding risk to this “risk-free” rate.

In coming weeks we will deal with the other key inputs of our build-up approach.

Exit Strategies values control and minority ownership interests of private businesses for tax, financial reporting, strategic purposes. If you’d like help in this regard or have any related questions, you can reach Joe Orlando, ASA at 503-925-5510 or jorlando@exitstrategiesgroup.com.

SBA Covers 3 Months of Payments on New Loans

/in , , /by Al Statz

As part of the Economic Aid Act that passed in December, the Small Business Administration will make borrowers’ payments for three months on new SBA 7(a) and 504 real estate and micro-loan programs.

These incentives were available last summer under a stimulus program that expired in September 2020. Now the program has been revived and enhanced.

The SBA will make the first three months of payments (principal and interest) on new loans approved between Feb. 1 and Sept. 30, 2021. To be clear, these payments will be covered, not deferred or pushed back to the end of the loan period. Payments are capped at $9,000 per borrower per month.

The Section 7(a) loan can be used to buy a business or used for working capital, equipment, or inventory. Qualified borrowers can access up to $5 million.

The SBA’s 504 microloan program can be used for assets that grow your business, including land, facilities, facility improvements, and long-term equipment investments. These loans have similar limits and requirements as the Section 7(a) loans.

Would-be borrowers will have to get approval through an SBA lender. But the good news here is that the new law has increased the federal guarantee for the loans from 75% under last year’s program to 90% this year for most loans. That lowers the risk for lenders and makes it easier for them to extend financing.

Borrowers with existing loans will receive an additional three months of payments and interest, starting February 2021. (These borrowers previously received automatic payment assistance from the SBA.) Plus, borrowers in the hardest-hit industries, such as restaurants, salons, entertainment, arts, and recreation, can receive an additional five months of payments.

The law appears to be written with the intent that the SBA will cover loan origination fees which are 2.5 to 3.5% of the loan amount. That’s something we hoped was coming last summer, but ultimately didn’t come to fruition.

On a loan of $5 million, SBA fees could be about $138,125 or more. That’s free money for buyers who move now and get their loan issued soon. While the program is set to end on September 30, 2021, it could be closed earlier if all funds have been exhausted.

While the law has been approved, the SBA and Treasury Department were still fleshing-out the final rules at the time of writing. The SBA maintains a list of authorized lenders on its website. We recommend reviewing a lender’s SBA loan closure rate to ensure you’re working with an experienced, responsive lender.

If you are acquiring a business, your M&A advisor or investment banker should be able to recommend active SBA lenders with a track record of success.

For advice on financing a business acquisition, contact Al Statz in Exit Strategies Group’s Sonoma County California office at 707-781-8580 or alstatz@exitstrategiesgroup.com.

Exit Strategies Group is a partner of Cornerstone International Alliance.

Six Benefits of Monitoring Company Value

/in , /by Al Statz

Even if your business is not for sale, monitoring its market value can be incredibly helpful. This article describes six ways that understanding value over the life of a closely held business benefits shareholders, directors and managers.

1. Value Report Card

Like financial statements, an annual independent business valuation is a type of report card on company health. CEO’s can use this report card to educate, align and focus executive teams on maximizing enterprise value. Owners and boards of directors can use it to hold management accountable for value creation.

2. Equity Transaction Enabler

Having a business appraised periodically enables equity transactions. I am talking about buy-sell transactions between shareholders, redeeming stock of retiring owners, and buy-ins by managers, key employees, family, or investors, to name a few.  Most experienced business attorneys will tell you that not agreeing on valuation is the #1 impediment to successfully completing these transactions.  An independent business valuation is usually the fastest route to an agreement on value.

3. Shareholder Agreement Test

A business valuation can be used to test the composition of your shareholder buy-sell agreement from a valuation perspective. In our experience, there are as many faulty buy-sell agreements out there as there are good ones. By faulty I mean that the valuation terms are incorrect or ambiguous, or produce unfair share values, which ultimately leads to surprises, divisiveness, and disputes among shareholders. Also, all buy-sell agreements, regardless of how well-written, lose relevance over time and should be tested periodically. A valuation expert can identify potential problems and recommend solutions.

4. Versatile Planning Tool

A comprehensive valuation report can provide a solid foundation for strategic planning and a roadmap to increasing value. Shareholders can use periodic valuations for their own retirement planning, estate planning, buying life insurance, and maintaining appropriate liquidity for future buyouts. Without an accurate valuation, these planning activities involve a lot more guesswork.

5. Executive Education

The very act of going through a valuation process is educational for owners and leadership teams. They will see what information goes into the valuation and learn what factors are driving or detracting from business value. Experiencing the valuation process also prepares them for what will happen if the buy-sell agreement is triggered or if the company becomes involved in an acquisition.

6. Compliance

You may be aware that ESOP companies are required by law to obtain an annual independent valuation of their shares.  Companies that have stock option plans are required to have regular valuations for IRC 409A and financial reporting purposes. Companies that have executive teams whose compensation is tied to company value through the use of stock appreciation rights or phantom stock plans need valuations as well.

Getting This One Done!

An experienced business appraiser can usually recommend the appropriate scope of analysis and reporting for your intended use and circumstances after a brief phone call with you. In many cases, a full scope business valuation (appraisal) is necessary or strongly recommended. In other cases, a limited scope calculation of value may be sufficient. At issue are accuracy, the knowledge of intended users, credibility, compliance requirements and cost.

Working with the same valuation analyst (appraiser) over time has additional benefits.  Your team gets to know and trust the valuation expert. The expert’s knowledge of the company and its industry grows, and they become better able to offer insights into improving business operations, financial results, enterprise value, sale readiness and marketability. Also, valuation updates are generally faster, less expensive and more consistent.

Al Statz is the founder and president of Exit Strategies Group, a leading lower middle market M&A advisory and business valuation firm. For further information on this topic or to discuss a potential business sale, merger or acquisition, confidentially, Al can be reached at 707-781-8580 or alstatz@exitstrategiesgroup.com.

Discover Exit Strategies’ New Checklist of COVID-Era Normalization Adjustments

/in , , /by Al Statz

For most of us, 2020 has been one of the most challenging years of our lives. The pandemic has affected business performance both negatively and positively, temporarily and structurally.  It will permanently reshape the global economy in several ways, most of which we are just beginning to understand.

Change and uncertainty makes the job of valuing and appraising businesses and business assets more challenging. At the core of every business valuation analysis is the process of normalizing or recasting the financial statements of the subject company from an historical accounting basis to a proforma economic basis.  If you get this wrong, the value conclusion will be wrong.

Exit Strategies recently developed a checklist of nonoperating and nonrecurring revenue, COGS, expense, assets and liabilities that should be considered for valuations performed during the COVID-19 era. Developed by our team of seasoned valuation analysts and M&A advisors, this checklist provides a framework for private investors, business owners, financial executives and other business valuation professionals to use.

COVID-19 Normalization Checklist

Download the COVID-Era Normalization Adjustments Checklist now.  And check back for updates. This checklist is a work in process as the effects of the pandemic on the economics and financial statements of businesses continue to unfold and evolve.

Best regards,

The Exit Strategies Team

Ten Key Drivers of Company Value

/in , /by Joe Orlando

In our current time of economic recession, social unrest and political partisanship, simple questions rarely have simple answers. For an owner operator of a small- to mid-size business, the question of business value in today’s market is increasingly difficult. It is at these times that the team here at Exit Strategies Group (ESGI) feels the need to simplify the process down to the basic premise of what drives value.

In explaining value, ESGI default to the simple metaphor of value a three-legged stool with key drivers that determine value; cash flow, growth, and risk. A simple but dynamic formula for determining value is the capitalization of a business’ normalized cash flows divided by the difference between the discount rate and a long-term growth rate;

V0 = 𝐶𝐹1/(𝑟−𝑔) where;

  • Benefit stream (𝐶𝐹) to the owners, normalized
  • Growth rate (𝑔) expected, long term
  • Risk (𝑟) involved in receiving the benefits in the amounts and time frames anticipated

This blog post looks at the key drivers that impact value as they relate to these three inputs.

What are the Key Drivers?

An example of what drives value for a hypothetical company is the best way that we can identify and explain these key drivers. Let us start with a company that makes widgets. Not the mythical product from your ECON 101 class in college but the widget’s that are made to infuse nitrogen into a beverage to make it creamy and frothy. Ball Corporation is a public company and one of the largest manufacturer of these widgets in the world. However, let us assume that a hypothetical stand-alone company WDGT Technology makes them instead. What drives the value of the business; more specifically the three key inputs to value outlined above?

For assessing value, ESGI has a master list of 26 key value drivers that dive into very specific detail. We have narrowed down this list to the top 10. These 10 drivers help a valuation expert understand the business model, operating history and growth story surrounding the business. This understanding provides the expert support for key assumptions that drive value using the formula above such as long-term growth rate, discount rate, gross and operating margins, balance sheet and incomes statement adjustments. They also help the expert narrow in on a universe of similar transactions that help narrow down comparable exit multiples that get applied to the company’s operating metrics.

The list below looks at these 10 key drivers, what is included in the analysis of each and our assessment of they impact the valuation of WDGT Technology.

Value Driver Includes … Discussion of Company
1. Management Experience, Capabilities, Knowledge Base, Trustworthiness, Perceived Management Style, Effectiveness, Mindset Toward Challenges Risk and Opportunities, Growth Oriented, Overall Stability, Personalities, Owner Involvement, Key Person Dependency Company is owner operated with strong upper and mid-level management teams.  Succession plan in place with son in key operations position.
2. Customer Base Type and Breakdown, Quantity, How Tied to Company, Buying Trends Over 3-5 years, Stability, Turnover, Number of New Customers, Large or Small, Vulnerable to Economic Fluctuations, Gross Margins For Diff. Profit Centers, Ability to Develop Customer Satisfaction and Loyalty Strong customer base selling to beer industry but niche product hasn’t caught on with coffee and soft drinks. Number of customers is small with customer concentration (top 3 customers represent 67% of sales).
3. Competition How to Deal With It, Competitive Advantages, Specific Niches Within Industry, Barriers to Entry From Local/National/Global Competitors, Offensive or Defensive Mechanisms in Place Unique and proprietary delivery system but others products that produce similar results (burst of nitrogen into beverage). Barriers to entry are high due based on relationships with aluminum can and bottle producers.
4. Financial Performance Growing, Stagnant, Declining, Recurring Revenue, Clean Books or ‘Dirty’, Up to Date, Reliance on Controllers & CPA’s, Ability to Interpret Financial Statements, Partnership with Consultants, Operating Efficiencies, Internal Systems Strong steady top- and bottom-line growth. Large customers help provide economies of scale to maximize margin on remaining business. Financial statements reviewed. Strong internal finance team. Above average gross and operating margins.
5. Sales, Marketing & Distribution Clearly Defined strategy, Any Rainmakers, How Many, Efficient, Ability to Expand Any or All, Technology or Labor Intensive, Protected Areas, Distribution Rights, Supply Chain Partnerships, Synergistic products Strong salesforce and high-touch customer service, especially with top 3 customers. Strong supply chain partnerships with aluminum and bottle manufacturers that provide a synergistic product (WDGT InsideTM).
6. Industry & Market Conditions General Tends Within Market or Industry, Market Position, Any Competitive Advantages, Foreseeable Future, General Economics, Industry Economics, Market Conditions, Ongoing Competition Strategies Craft beverage market is booming at the expense of traditional brands. Competitive advantage is distribution relationships. Ongoing strategies include branding into other craft beverage categories and possible consolidation of the industry under the WDGT umbrella.
7. Asset Quality TANGIBLE: Amount of Deferred Maintenance, (Premise & FFE), Type and Age of Technology/IT, Premise Condition, Age of Inventory, Age and Quality of Rolling Stock  INTANGIBLE: Patents, Trademarks, Copyrights, Proprietary Processes, Community Reputation, Regulator History, Recognizable Brands Significant investment in tangible assets including a state-of-the-art production facility in the Midwest and satellite integration hubs at aluminum can and bottle sites. Several trademarked brands and patented product and process. Strong working capital position industry best days receivable and inventory turns.
8. Product / Service Diversity  One Product or Multiple, Brand Recognition of Products, Risk Position of Major Product(s), Any Related Products That Could ‘Piggy-back’, General Level of Risk Associated With Product or Service, Investment in R&D Increased risk in niche product instead of a portfolio of other products. Strong R&D investment to develop next generation product that is smaller, less expensive and easier to integrate into other craft beverages.
9. Growth Plan Offense or Defense in Place to Cope With New Economy and Industry Trends, New Products/Services, Adaptability, Patents, New Industry Knowledge & Concepts, Level of Intellectual Property Opportunities to grow business beyond WDGT with its New Product Division tied to R&D. Possible expansion of brand and products through acquisition.
10. Capital Strategy / Resources  Ability to Generate Cash and Grow with Earnings, Established Lines of Credit, Solid Financing Strategies, Available for Growth, Satisfactory Levels of Debt, General Capital Efficiency Strong balance sheet with excess lending capacity to allow company to fund acquisitions with cheap debt. Lower cost of capital helps mitigate acquisition and internal expansion risk.

The above discussion is just one of many steps in a valuation expert’s process for determining value. However, these 10 key inputs drive the appraiser’s due diligence and set the building blocks for the analysis and report that identifies, supports, and opines to value.

Exit Strategies values control and minority ownership interests of private businesses for tax, financial reporting, strategic purposes. If you would like help in this regard or have any related questions, you can reach Joe Orlando, ASA at (503) 925-5510 or jorlando@exitstrategiesgroup.com.

Gifting Window for 2020 May Be Closing

/in , , /by Joe Orlando

With a Global pandemic and prospects of a sustained recession with double digit unemployment coupled with West Coast wildfires and East Coast hurricanes, I would say that everyone in these United States is looking forward to ringing in the New Year on January 1st. But before the ball drops on a socially distanced crowd in Time Square, you should think about other changes that may occur as we put 2020 in our rear-view mirrors. Specifically the possibility of tax legislation if the party in power shifts in the Executive and Legislative branches of our government.

Proposed Changes

With no political bias intended, it makes sense for everyone to consider what changes to individual and corporate tax policy a Democratic president and a possible Democratic majority in the both chambers of Congress may enact. Bay Area business and real estate attorney Hubert Lenczowski, reminds us that “under a 1984 court case, Congress can enact retroactive tax legislation in an emergency”, thus limiting a individual or corporation the ability to act prior to the effective date.[1] In a Tax Planning Alert letter penned in late August, 2020, he notes that the following proposals have been identified by Vice President Joe Biden as his legislative agenda for tax policy:

  1. Extend the 12.4% social security tax on earnings over $400,000;
  2. Restore the 39.6% tax rate on ordinary income over $400,000;
  3. Cap the tax benefit of itemized deductions to 28% or less;
  4. Tax capital gains as ordinary income for those with income over $1,000,000;
  5. Eliminate the deferral of gain on like-kind exchanges of real estate;
  6. Apply estate taxes to estates exceeding $3,500,000;
  7. Apply gift taxes to transfers exceeding $1,000,000;
  8. Repeal the step-up on basis at death; and
  9. Increase the corporate tax rate to 28%.

Governor Newsom has already fired the first shot for California introducing AB1253 “which, if enacted, would increase the California income tax rate retroactive to January 1, 2020 by another 1% on income over $1,180,000; 3% on income over $2,363,000, and 3.5% on income over $5,900,000.”[2]

A “Use it or Lose it” Opportunity

Before any change to Federal and State tax legislation takes place, we believe that it is time to reconsider the following advantages currently available to those looking to gift ownership in businesses and assets before the clock strikes midnight on January 1st;

  • Lifetime Transfers – The current $11,580,000 exemption on lifetime transfers and bequests that allows married couples to make tax- free lifetime gifts up to double that amount, or $23,160,000. Even without a change in the current Republican government, current law stipulates that this exemption is temporary and will reduced to approximately $6,500,000 per person in 2026.[3]
  • Depressed Values – While the stock indices are at record levels, most operating businesses have been feeling incredible pain from COVID-19 shutdowns leading to record unemployment and negative GDP growth. The sunshine hiding behind these storm clouds is the opportunity to gift business ownership and other illiquid at significant haircuts to values seen only six months ago.
  • IRS Announcements – The “IRS has announced that transfers that take place during our current favorable transfer tax structure will not cause more estate or gift tax in future years as a result of the limits being reduced by tax legislation. In effect, right now we have a ‘use it or lose it’ opportunity to transfer a significant amount of assets under very favorable conditions.”

Tax strategies take time to develop and execute. It makes sense now to talk to your estate planning specialists to determine if these opportunities will work for you and your family. Putting in place a coordinated gifting plan now has the potential to save you and your estate millions of dollars in taxes and transfer more ownership to the next generation under the current temporary exemptions without any gift tax. While you are at it, it’s probably a good time to lock down your health care directive and power of attorney so that it mirrors your current wishes. Regardless of the above tax considerations that you can control, this pandemic has reminded us of risks beyond our control. It’s a tough conversation to have with family but it is one that they will see as a blessing when tough health and financial decisions need to be made.

Exit Strategies values control and minority ownership interests of private businesses for tax, financial reporting and strategic purposes. If you’d like help in this regard or have any related questions, you can reach  Joe Orlando, ASA at 503-925-5510 or jorlando@exitstrategiesgroup.com.

[1] www.lenczowskilaw.com

[2] Ibid.

[3] Ibid.