How to Value Your Assets (Series: Valuation in Corporate Transactions)

2. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2

6. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DISCLAIMER The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. About this PowerPoint: if you are looking at this PowerPoint without the benefit of listening to the conversation that surrounded it then you are doing yourself a disservice. This PowerPoint was prepared in contemplation of being viewed in conjunction with listening to a one hour webinar on the topic 6

7. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEET THE FACULTY Moderator: John Levitske – Ankura Panelists: Garth Tebay – Value Defined Richard Claywell – J. Richard Claywell CPA Lee Gould – Gould & Pakter Associates, LLC Henry Kaskov – Sanli Pastore & Hill, Inc. 7

8. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS WEBINAR: How to Value Your Assets A business owner or executive team may want to obtain an independent appraisal before going out to market to sell a business. Likewise, a prospective buyer may wish to use the services of an expert to value an acquisition target or discrete components of a target. This webinar provides an overview of how valuation experts go about valuing a going concern. It also covers recent trends in valuation multiples, approaches, value drivers, how synergies are factored into transaction values and how minority holdings in business may be discounted. 8

9. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS SERIES: Valuation in Corporate Transactions What is it worth? Valuation experts are commonly used by market participants to determine the price they are willing to pay or receive to transact a sale of a security, a business or a discrete asset. Valuations can be performed on assets such as equities, options, or business enterprises. They can also be performed on intangible assets such as patents and trademarks, or liabilities such as debt and contingent consideration. The concept of valuation permeates the business and legal world on a daily basis. Given the importance of valuation, it seems incongruous that two perfectly competent valuation professionals can conclude on significantly different values for the same subject interest. This webinar series addresses this and, more broadly, discusses how valuation experts go about their work. 9

10. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EPISODES IN THIS SERIES 10/4/19 Episode #1: When, Who & Why to Value Your Assets 10/11/19 Episode #2: How to Value Your Assets 11/8/19 Episode #3: Focus on Valuing a Brand and Other "Soft" Assets 10 Dates shown are premiere dates. All webinars will be available On Demand approximately 4 weeks after they premiere.

12. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A BUSINESS VALUATION? • Estimated cash equivalent price the market will bear at a specific date • May refer to the entire company (the “enterprise” value) or a specific ownership interest • The result can be: An “Opinion of Value” A “Calculation of Value” o More abbreviated scope vs. an Opinion and/or with directed assumptions An “Estimate” of a value or range of value o Advisory in nature, less formal than an Opinion 12

13. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe VALUATION REPORT • The report can take several forms: Comprehensive or limited written narrative Presentation slides and/or schedules Oral 13

14. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe KEY TERMS • Assets • Liabilities • Equity Assets = Liabilities + Equity Equity = Assets – Liabilities • Invested Capital = All Classes of Equity + Interest-Bearing Debt (i.e. the capital that was provided by owners and creditors to fund the business) • MVIC = Market Value of Invested Capital • Enterprise Value = MVIC less cash and equivalents 14

15. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe KEY TERMS (cont’d) • EPS = Earnings (net income) per share of common equity • EBIT = Earnings before interest expense and taxes • EBITDA = Earnings before interest expense, taxes, depreciation and amortization • Free Cash Flow = Net operating profit less adjusted taxes less capital expenditures and net working capital increases plus depreciation and amortization expenses 15

16. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHY PERFORM A VALUATION? • Merger or acquisition • Financial reporting • Consulting and advisory • Tax compliance • Disputes and litigation 16

17. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHO PERFORMS A VALUATION? • Business Valuation Invested Capital or Enterprise Value Class of Equity or Owner’s Interest (including derivatives) Subject Interest Value • Real Property Appraisal • Inventory Appraisal • Machinery and Equipment Appraisal • Personal Property • Other specialties (gems, jewelry, art, etc.) • Intangible asset valuation 17

18. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe INFORMATION NEEDED TO OBTAIN VALUATION • Financial statements • Tax returns • Accounts receivable, payable • Executive compensation figures • Copies of all contracts • Company organizational documents (operating agreement, articles of incorporation, etc.) 18

19. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe INFORMATION NEEDED TO OBTAIN VALUATION (cont’d) • Ownership information as of valuation date • Information on prior transactions in firm shares • List of all assets/liabilities • Information on intellectual property • Revenue and gross profit information 19

21. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EBITDA • EBITDA = Operating Profit + Depreciation Expense + Amortization Expense • EBITDA = Net Profit + Interest + Taxes + Depreciation + Amortization 21

22. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PROFESSIONAL STANDARDS AND ACCREDIDATIONS • Business and Intangible Valuation American Institute of CPA’s American Society of Appraisers CFA Institute – Chartered Financial Analyst National Association of Certified Valuation Analysts 22

23. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PROFESSIONAL STANDARDS AND ACCREDIDATIONS (cont’d) • Real Property, Inventory, Machinery and Equipment, Personal Property, other Specialty American Society of Appraisers Appraisal Institute – MAI designation National Association of Master Appraisers National Association of Auctioneers Certified Appraisers Guild of America • Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation Most accreditations use the uniform standards set by USPAP 23

24. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe STANDARD OF VALUE VS. PREMISE OF VALUE • The purpose of the valuation determines the standard of value: Fair Market Value – tax compliance, some litigation & disputes Fair Value – financial reporting Statutory Fair Value – some litigation and disputes Investment Value – investment advice, decision making Intrinsic Value 24

25. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe FAIRNESS OPINIONS • Is a valuation a fairness opinion or vice versa? • What is a “Fairness Opinion”? • What is a “Solvency Opinion”? 25

26. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe PREMISE OF VALUE • Going concern Value of the firm as an operating, functioning business to a buyer. Results from advantages such as a good reputation, trained workforce, established and successful procedures, tested systems, and necessary licenses and permits. This value is almost always more than the liquidation value of the firm’s assets. • Liquidation Orderly Forced (Auction Value) The cumulative value of the assets net of liabilities as if sold piecemeal and independently of one another, not as a group 26

27. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe APPROACHES TO VALUE – INCOME APPROACH • Capitalization of Earnings  Uses income stream • Discounted Cash Flow Uses capitalization/discount rate 27

28. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe APPROACHES TO VALUE – MARKET APPROACH • Guideline Public Companies Uses multiples derived from guideline public company stock prices o Uses MVIC • Guideline Transactions Uses multiples derived from guideline change of control transactions o Uses price per share 28

29. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe APPROACHES TO VALUE – MARKET APPROACH • Restates accounting value of net assets to economic/market value assuming highest and best use (adjusted book value) • Most applicable in valuing companies with underutilized assets and/or little intangible value • Given less weight when valuing service businesses, business with substantial intangible value, and asset-light businesses • Uses liquidation value with balance sheet adjustments 29

30. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ADJUSTMENTS • Accounting Adjustments/Methods Inventory (i.e. LIFO/FIFO) Depreciation Expense Leases (i.e. capital or operating) Prior period adjustments Extraordinary non-recurring revenue and expenses Income tax considerations (e.g. NOL carry-forwards) Discounted operations 30

31. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ADJUSTMENTS (cont’d) • Discretionary Expenses Owner/executive compensation Management perks Contributions & gifts Related party transactions (e.g. leases, financing, royalties, etc.) • Non-Operating Assets/Liabilities Non-operating revenue and expenses Excess/deficient net working capital Goodwill 31

32. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe KEY ISSUES TO CONSIDER • Market value issues Revenue 1. Demand for product/service 2. Capacity constraints 3. Nature of competition Costs of Production 1. Productivity norms 2. Expected inflation – productive inputs vs. output pricing 3. Technology advances – products and production processes 4. Asset efficiency 5. Owner/executive compensation and perquisites 6. General and administrative overhead 32

33. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe KEY ISSUES TO CONSIDER (cont’d) Capital markets Government and other external 1. Taxes 2. Structure constraints 3. Quality standards 4. Environmental standards 33

34. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe KEY ISSUES TO CONSIDER (cont’d) • Structure Merger Asset purchase Stock purchase • Assumption of liabilities • Related agreements Non-compete Assumption of leases Employment agreements Intellectual property 34

35. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe KEY ISSUES TO CONSIDER (cont’d) • Post-closing settlement Working capital accounts Environmental liabilities Product warranties 35

36. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe VALUATION – COMMON MISTAKES • Failure to make adjustments • Failure to adequately consider risks • Inappropriate adjustments • Failure to recognize the impact of legal structure on investment returns • Failure to comply with valuation standards • Lack of support for assumptions • Inconsistency (e.g. inflation in discount rate and growth, revenue growth and capex) 36

37. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe VALUATION – COMMON MISTAKES (cont’d) • Failure to recognize key business attributes • Oversimplified and inappropriate methodology • Averages vs. trends or cycles • Reliance on rules of thumb • Over-reliance on court cases 37

38. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe UNICORN BUSINESSES Source: http://fortune.com/2016/01/21/age-of-unicorn-end 38

39. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe UNICORN BUSINESSES • Start up company with a valuation over $1 billion • Examples: Uber Airbnb BuzzFeed Hulu Pinterest 39

40. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe TAX REFORM – OPEN ISSUES • Changes to: Corporate tax rate Interest expense deduction limitations Use of net operating losses to offset taxable income 40

42. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe John Levitske – John.Levitske@ankura.com John Levitske is a Senior Managing Director at Ankura, focused on business valuation and complex financial disputes. He has served as a senior advisor to companies, owners, executives, and legal counsel in business disputes, shareholder disputes, and M&A transactions regarding issues of valuation, finance, damages, and accounting. John is based in Chicago. With more than two decades of Big Four public accounting and international consulting experience, John is seasoned in business valuation, financial analysis, economic damage quantification, forensic accounting, retrospective solvency analysis, and post-merger & acquisition accounting calculations. He handles appraisals of healthy and distressed companies for buyouts of shareholders and creditors, transaction planning, estate and gift taxation, financial accounting, bankruptcy proceedings, and litigation disputes. John has provided consulting and expert witness testimony services and has served as a neutral party in arbitration and mediation. He has testified as an expert witness in the US and Europe in depositions, hearings, bench and jury court trials, and domestic and international arbitration (ICC, SCC, AAA, JAMS, FINRA, and ad hoc arbitrations) and has served as a neutral arbitrator. In addition, he has rendered binding decisions on disputed matters. To read more, go to https://www.financialpoise.com/financialpoisewebinars/faculty/john-levitske/ 42

43. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Garth Tebay – gtebay@valuedefined.com Mr. Tebay is a practicing Certified Public Accountant, Certified Valuation Analyst, and Certified in Mergers & Acquisitions with over 33 years of experience. He is the founder and Managing Partner of Value Defined, LLC, a business valuation and litigation support firm in Maumee, Ohio. He is also the Managing Partner of Tebay Mosley Associates, LLC, full service accounting, tax, and consulting firm in Maumee, Ohio as well as Managing Director of Source Companies Great Lakes Region, LLC (an affiliate of Source Companies, LLC in Pennsylvania) which provides value growth consulting and investment banking services to owners of medium-sized businesses. Mr. Tebay received his Bachelor of Science in Accounting in 1972 from Findlay College in Ohio. He then received certification as a Public Accountant in 1975. In 1997, he became a Certified Valuation Analyst, and was awarded the CM&A (Certified in Mergers & Acquisitions) in 2001. To read more, go to https://www.financialpoise.com/financialpoisewebinars/faculty/garth-tebay/ 43

44. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Richard Claywell – richard@biz-valuation.com Richard is a practicing Certified Public Accountant, and holds the additional designations of Accredited in Business Valuation, Accredited Senior Appraiser, Certified Business Appraiser, International Certified Valuation Specialist, Certified Valuation Analyst, Certified in Merger & Acquisition Advisor, Master Analyst in Financial Forensics, Certified in Fraud Deterrence, Accredited in Business Appraisal Review. Richard has been valuing closely held companies since 1985. Richard’s practice is restricted to business valuation, economic damages, profit enhancement and exit planning. Richard received his Bachelor of Science in Accounting in 1979 from the University of Houston – Clear Lake. He then received certification as a Public Accountant in 1983. Over the years, Richard has earned additional accreditations that relate to business valuations, economic damages and fraud. Richard has been an instructor for the National Association of Certified Valuation Analysts for many years, has been an instructor for the Internal Revenue Service and the International Association of Consultants Valuators and Analysts (IACVA). Richard is currently the Director of Education for the IACVA and is responsible for the business valuations materials being taught in 55 countries. Richard has taught business valuation or economic damage courses in China, Korea, Taiwan. Richard has performed over 1,000 business valuations since 1985. Richard has testified in Texas County Court, Texas State Court, Bankruptcy Court and Texas State Courts. Richard has given testimony in economic damages (lost profits), shareholder disputes, personal injury, wrongful termination and divorce. 44

45. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Lee Gould – lgould@litcpa.com Mr. Gould focuses on performing valuations of closely held businesses, lost profit and economic damages determination and forensic and financial accounting analysis. He has almost forty years of experience in diverse engagements in numerous industries. Mr. Gould has testified in Federal and State courts and participated in alternative dispute resolutions. He has been recognized as an expert in business valuations, economic damages determination, financial analysis, tracing assets and sources of funds used to purchase assets, revenue and expense analyses and business economics. Mr. Gould provides business valuations, business consulting services and testimony for trial lawyers and their clients. He has experience in business valuations for family law proceedings, shareholder dissent and oppression matters, estate and gift tax compliance purposes and in conjunction with the preparation of buy/sell agreements. He provides business valuations and related consulting services for middle-market, closely held businesses including, when appropriate, allocation of personal and enterprise goodwill. Mr. Gould performs lost profit and financial damages calculations in commercial litigation matters including breach of contract, lost profits and business interruption claims. He has provided litigation consulting services in a variety of industries including manufacturing, distribution, retail, construction, financial services, professional service corporations and real estate. To read more, go to https://www.financialpoise.com/financialpoisewebinars/faculty/lee- a-gould/ 45

46. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Henry Kaskov – hkaskov@sphvalue.com Henry Kaskov is the Managing Director of the Chicago operations of Sanli Pastore & Hill, Inc. Since establishing the Chicago office of SP&H in 2012, Mr. Kaskov has provided business valuations and special-situation financial opinions for private and public clients throughout the U.S. Mr. Kaskov has regularly performed business valuations and forensic financial analyses for shareholder/marital disputes, corporate/partnership dissolution, family and business succession and transition planning, estate and gift tax reporting, Employee Stock Ownership Plans, eminent domain takings, and intellectual property, brand and patent valuations. Mr. Kaskov has also performed valuation advisory services and served as an expert witness in litigation. Mr. Kaskov holds the Accredited Senior Appraiser (ASA) designation in the Business Valuation discipline from the American Society of Appraisers and serves on the boards of several local non-profit organizations. 46

47. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe QUESTIONS OR COMMENTS? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 47

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