A Nationally Recognized Business Valuation Firm
known for delivering highly defensible business valuations for small and mid-sized privately held companies. We offer deep knowledge and expertise to prepare complete, well-documented, and well-founded opinions of business value. When expert testimony has been required to present a business valuation, the trier of fact has ruled in favor of Lou Pereira’s valuation every time.
As listed below there are many reasons for needing a private company valuation that will stand up to rigorous scrutiny.
The primary reasons companies seek valuation services:
1. Tax Matters
A business valuation may be required to settle an estate or for gifting shares. We develop an opinion of business value for the executor of the estate or for a business owner including 409A valuations for startups.
2. Divorce Settlement
An objective business valuation is an important factor in determining equitable distribution of assets as part of a divorce settlement. Divorce attorneys, including litigators, frequently refer clients for us to prepare an opinion of business value. In such situations, our client may be the business owner or their spouse, the two jointly, or their advisors.
For accurate business valuations in the case of marital dissolution, it is important that the business appraiser has complete understanding of the standard of value and handling of personal goodwill as defined by each state.
Standard of Value
The standard of value defines the value to whom and under what assumptions. This includes both real and hypothetical circumstances. All value is a function of the present worth of the future benefits the ownership interest is expected to generate for the holder of that interest.
In divorce cases, the standard of value determines whether the business interest is valued as if it is to be sold (Fair Market Value) or valued as if it is held by a specific individual (Fair Value to the Holder or Investment Value).
Fair Market Value
Assumes the interest is exchanged in an open market. It typically includes adjustments for lack of marketability and control.
Is applied in some divorce jurisdictions as Fair Market Value without adjustments for minority lack of marketability or lack of control.
Is the value to a specific individual which may include strategic and synergistic benefits. This can be applied as if in exchange (sale) or to the current owner.
Some States Apply
That may be a mix of Fair Market Value, Fair Value, and Investment Value. For example, in Massachusetts, the standard is often referred to as Fair Value to the Holder, which is not specifically defined in the leading appraisal treatises, and courts have stated the standard in different ways. Nevertheless, for purposes of determining marital assets in Massachusetts, the definition of the standard can be interpreted from the outcome of those cases. In the Commonwealth of Massachusetts most relevant is Bernier v. Bernier, where the Massachusetts Supreme Judicial Court considered the questions of tax affecting and discounts for lack of marketability.
The International Glossary of Business Valuation Terms defines goodwill as “that intangible asset arising as a result of name, reputation, customer loyalty, location, products, and similar factors not separately identified.” Learn more here.
In many states, personal goodwill is not considered a marital asset. In some cases no goodwill, including enterprise and personal goodwill, are considered marital assets.
4. Sale of a Business
An objective, defensible business valuation is prepared to determine the fair market value of a business. As Certified Business Appraisers, we prepare a thorough analysis including marketability and control considerations. Business brokers, accountants, business attorneys, and other financial advisors introduce us to the owner selling the business or a potential buyer seeking determination of fair market value.
While the above are common reasons to need our business valuation services, there certainly are other situations warranting an objective, thorough opinion of value for a private company. We have completed hundreds of valuations for clients across the country and the globe including business valuations to secure financing and for ESOPs.
Four Reasons for Our Valuation Expertise
As described above, there are many reasons for needing a business valuation including tax matters, divorce, shareholder disputes and sale of a business.
To assist in dispute resolution, we prepare detailed written reviews of appraisal and valuation reports that have been developed by another business appraiser from another valuation firm.
Attorneys and CPAs seek our expertise to review business valuation calculations providing insight and recommendations.
Our expertise is sought as a business valuation expert to testify, explaining and supporting an opinion of business value to a trier of fact.
An Overview of Merrimack’s
At Merrimack Business Appraisers, we develop our reports to conform to the highest and most inclusive of all the applicable standards. Our complete and thorough development and reporting effort are summarized below:
A careful and through qualitative and quantitative analysis of the business
including the history, products, markets, customers, management and employees, facilities, capital structure, and competitors. Conduct a site visit to inspect the operation and interview management.
Review important documents
including shareholder agreements and by-laws, key customer contracts, and leases.
Complete detailed financial analysis
of the past 5-7 years of income statements and balance sheets, common-size and industry peer group analysis to identify trends and anomalies.
Construct a forecast of expected future operations
Apply the three generally accepted business appraisal approaches:
- Income Approach – earnings relative to public market returns.
- Market Approach – research transactions of similar businesses, and develop price to revenue and earnings multiples, which are applied to this business.
- Asset Approach – analyze the underlying assets and consider value in liquidation.
Reconcile the indications of value from the three approaches into a conclusion.
Document all the relevant research, information collected, analysis, observations, and conclusions in a detailed written Appraisal Report, compliant with USPAP
The company valuation reports typically run 100 – 150 pages or more depending on the specific facts and circumstances of the case, contains all of the information needed to understand and agree with the conclusion of value, and is intended to stand up to the toughest scrutiny.
Levels of Business Valuation Development and Reports:
At Merrimack Business Appraisers, we develop and prepare all company valuation reports to be in compliance with the highest standards. The names and terms used by different governing groups can be confusing, not only to clients, but to other certified business appraisers. To meet potentially competing needs from each governing standard, we develop our reports to conform to the highest and most inclusive of all the applicable standards.
Business Valuation Organizations and Standards
There are multiple organizations issuing business valuation credentials and standards. Business valuation standards generally include two sections, the development phase and the reporting phase. The development phase is the research and analysis necessary to reach the Opinion of Value. The reporting phase is how the appraiser communicates that Opinion of Value to others.
Uniform Standards of Professional Appraisal Practice (USPAP) – USPAP is promulgated by the Appraisal Foundation that is authorized by Congress as the source of appraiser qualifications and appraisal standards in the United States. It includes standards for development and reporting. Development refers to the level of analysis necessary to produce a credible opinion of value, not the level of reporting. Reporting includes an “Appraisal Report” and a less comprehensive “Restricted Appraisal Report.” The Restricted Appraisal Report is acceptable when the reader of the report is the client or specified by name.
Institute of Business Appraisers (IBA) – Certified Business Appraiser (CBA) and Master Certified Business Appraiser (MCBA). The IBA is the oldest business valuation professional organization originally with the most demanding standards and peer review. It included Standards for development and reporting. Development referred to the level of analysis necessary to produce a credible opinion of value, not the level of reporting. Reporting included a “Formal Written Report” and a less comprehensive “Letter Form Written Report.” The IBA was the only organization to require the appraiser’s procedures and conclusions to be fully supported – reported in sufficient detail that the reader could replicate the appraisal process.
In 2008, NACVA acquired the assets of the IBA after the death of founder Raymond Miles, and subsequently moved the IBA over to the less demanding standards of NACVA. Many Certified Business Appraisers were trained under and still follow the original standards.
American Society of Appraisers (ASA), grants two credentials, Accredited Senior Appraiser (ASA) and Accredited Member (AM). The ASA has the highest experience requirements, five years full-time experience equivalent, but less comprehensive peer review. The ASA standards are to be used in conjunction with USPAP. ASA has three levels of development, an “Appraisal,” “Limited Appraisal,” and “Calculation.” It has one level of report, the “Comprehensive Written Business Appraisal Report,” but allows conformance with USPAP Appraisal Reports and Restricted Appraisal Reports if a Comprehensive Written Business Appraisal Report is not provided.
American Institute of Certified Public Accountants (AICPA) grants one credential, Accredited in Business Valuation (ABV). The AICPA requires evidence of involvement in 10 business valuation assignments and has no peer review. The AICPA standards, VS 100, has two levels of development, a “valuation engagement” and a “calculation engagement.” There are three levels of reports, a “detailed report” or “summary report” for valuation engagements which may include restrictions on the use of the report, and a “calculation report” for calculation assignments.
National Association of Certified Valuation Analysts (NACVA) grants the Certified Valuation Analyst (CVA). The NACVA requires 2 years of experience in business valuation or 10 business valuation assignments and no peer review of actual work product. The NACVA development and reporting standards are materially similar to the AICPA’s. The “Valuation Engagement” results in an Opinion of Value and the “Calculation Engagement” results in a Calculated Value.
Merrimack Business Appraisers develops and reports valuations as follows
1. USPAP-compliant Appraisal Reports are the highest level – This is a comprehensive, formal, detailed report where Merrimack Business Appraisers applies its proven process and methodology to prepare a well-formed, well-documented, and complete report comprised of a series of logical steps that make our company valuations defensible.
- Intended Audience: This level of report is required when the intended users include parties other than the client to understand the business and how the valuation was developed and the conclusion drawn.
- Merrimack’s valuation reports document what was done, why it was done, how it was done, the conclusions drawn, and why those conclusions are reasonable and credible.
- The Appraisal Report also includes detailed information about the development of discounts for lack of control (DLOC) and discounts for lack of marketability (DLOM).
- A valuation report at the highest level typically is 100-150 pages or more depending on the specific circumstances of the case, contains all the information an outside party needs to understand the business, how it was analyzed, the business appraiser’s observations and conclusions, and most importantly, why those conclusions are reasonable and credible. It is intended to stand up to rigorous scrutiny from parties that wanted a different number.
Appraisal Reports for fractional ownership interests typically involving tax liability is a particular strength of Merrimack Business Appraisers.
2. USPAP-compliant Restricted Appraisal Report – also referred to as a summary report (AICPA). The company and analysis are presented at the summary level and the company valuation description may be less detailed as well.
- Intended Audience: A Restricted Appraisal Report is intended to be read by the client or business insider only, and does not have enough information for an outside party to understand the opinion of value.
- It is not intended to stand up to scrutiny.
- Restricted Appraisal Reports typically are 50 to 80 pages depending on the facts and circumstances of the case.
3. USPAP-compliant Appraisal Review Report – We regularly perform appraisal reviews of someone else’s work. In certain situations, an attorney or CPA may ask us to review calculations and the engagement is more akin to consulting work. In other situations, an initial review leads to a detailed report identifying discrepancies in valuation. This effort may include testifying to a trier of fact to explain and support review analysis and conclusions.
You need a machine & equipment appraisal
that will stand up to rigorous scrutiny, too.