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Understanding Business Valuation

Author/Moderator: Gary R. Trugman, CPA/ABV, MCBA, ASA, MVS
Publisher: AICPA
Availability: In Stock
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Description

Written for the CPA by a CPA, this course combines real-world experience and all of the fundamental information in an easy-to-digest style. Understanding Business Valuation is a great in-depth first course for those seeking to learn more about this hot, premium-priced service for clients and attorneys.

Objectives: 

  • Obtain an overview of the basic business valuation process
  • Accept the engagement, comply with professional standards and report the engagement results
  • Gather and analyze economic, industry and company analyzing data
  • Apply the market, asset and income approaches
  • Choose discount and capitalization rates as well as discounts and premiums
  • Understand the key IRS rulings

Prerequisite:  None

Accepted for CFP® credit.

Table of Contents

  • Chapter 0
  • Beyond This Course
    • Business Valuation Essentials
    • ABV Credential Program: An Overview
      • What is ABV?
      • Mission
      • Objectives
      • Benefits of Becoming an ABV
      • The Pathway to ABV: How to Become a Credential Holder
    • Business Valuation and Forensic & Litigation Services Membership Section
      • Why Join the Section?
    • Appendix - AICPA ABV Examination CSO
  • Chapter 1
  • Overview of Business Valuation
    • Learning Objectives
    • Introduction
    • A Walk Down Memory Lane
    • Why Are Businesses Appraised?
      • Mergers, Acquisitions, Reorganizations, Spinoffs, Liquidations, and Bankruptcy
      • Allocation of Purchase Price
      • Estate, Gift, and Income Taxes
      • Marital Dissolution
      • Employee Stock Ownership Plans
      • Buy-Sell Agreements
      • Stockholder Disputes
      • Financing
      • Ad Valorem Taxes
      • Incentive Stock Option Considerations
      • Initial Public Offerings
      • Damages Litigation
      • Insurance Claims
      • Charitable Contributions
      • Eminent Domain Actions
      • Fairness Opinions
    • Who Values Businesses?
      • Business Appraisers
      • Accountants (CPAs)
      • Business Brokers
      • College Professors
      • Commercial Real Estate Appraisers
      • Investment Bankers
    • Professional Appraisal Organizations
      • The American Institute of Certified Public Accountants (AICPA)
      • The American Society of Appraisers
      • The Institute of Business Appraisers, Inc.
      • The National Association of Certified Valuation Analysts
      • The Association for Investment Management and Research
      • The Appraisal Foundation
    • Business Appraisal Standards
      • AICPA MCS Statement on Consulting Services Standards 1
      • IBA Standards
      • ASA Standards
      • Uniform Standards of Professional Appraisal Practice
      • NACVA Standards
      • Glossary of Business Valuation Terms
    • Conclusion
  • Chapter 2
  • Getting Started
    • Learning Objectives
    • Introduction
    • Learning about the Engagement
    • Deciding Whether to Accept the Engagement
      • Conflicts of Interest
      • Purpose and Function of the Engagement
      • Amount of Time Required to Do the Job
      • The Scope of the Assignment
      • The Type of Report to Be Issued
    • Engagement Letters
      • Description of the Scope of the Assignment
      • Detailed Description of the Appraisal Subject
      • Standard of Value That Will Be Used, Including the Definition of That Standard
      • Effective Date(s) of the Valuation
      • Type of Report That Will Be Issued to Communicate the Value Estimate
      • List of Assumptions and Limiting Conditions Expected to Be Part of the Report
      • Client Responsibilities
      • Method of Determining Fees and the Terms of Payment
    • Five Steps of an Appraisal Assignment
      • Engagement Letter Considerations for Litigation Reports
    • The Initial Document Request
      • Using a Standard Checklist
      • Setting up Multiple Checklists
    • Conclusion
  • Chapter 3
  • Appraisal Principles and Theory
    • Learning Objectives
    • Introduction
    • Principles of Appraisal
      • Principle of Alternatives
      • Principle of Substitution
      • Principle of Future Benefits
    • Definitions of Value
      • Fair Market Value
      • Fair Value
      • Fair Value - Financial Reporting
      • Investment Value
      • Intrinsic Value
    • How the Purpose of the Valuation Influences the Standard of Value
    • Internal Revenue Service Influence on Appraisals
      • Appeals and Review Memorandums 34 and 68
      • Revenue Ruling 59-60
      • Revenue Ruling 65-192
      • Revenue Ruling 65-193
      • Revenue Procedure 66-49
      • Revenue Ruling 68-609
      • Revenue Procedure 77-12
      • Revenue Ruling 77-287
      • Revenue Ruling 83-120
      • Revenue Ruling 85-75
      • Revenue Ruling 93-12
      • Technical Advice Memorandum 94-36005
      • Chapter 14 of the IRC
    • Conclusion
  • Chapter 4
  • Data Gathering
    • Learning Objectives
    • Introduction
    • What Items Affect Value?
    • Internal Information
      • Nonfinancial Information
    • External Information
      • Economic Information
      • Industry Data
      • Guideline Company Information
      • Other Data Sources
      • Merger and Acquisition Data
    • Data Gathering - Mostly Electronic?
      • What Is Electronic Data Gathering?
      • Data Providers and Vendors
      • The Internet
      • Sources of Economic Information
      • Economic Information
      • Other Information
      • Finding Publicly Traded Guideline Companies
      • Publicly Traded Guideline Companies - Financial Statement Information
      • Publicly Traded Guidelines Companies - Stock Quotes
      • Finding Acquired or Merged Guideline Companies
      • Cost of Capital and Betas
    • The On-Site Interview
    • Conclusion
  • Chapter 5
  • Data Analysis
    • Learning Objectives
    • Introduction
    • Economic Analysis
    • Industry Analysis
    • Subject Company Analysis
    • Financial Analysis
      • Comparative Company Analysis
      • Common-Size Financial Statements
      • Financial Ratios
      • Comparative Industry Analysis
      • Trend Analysis
      • Operational Analysis
    • Financial Statement Adjustments
      • Conversion of Cash or Income Tax Basis to GAAP
      • Tax Return Adjustments
      • Analysis of Historical Balance Sheets
      • Analysis of Historical Income Statements
      • Bardahl Analysis
      • Normalization Adjustments
      • Comparability Adjustments
      • Non-Operating/Non-Recurring Adjustments
      • Discretionary Adjustments
      • Normalizing the Financial Statements
    • Conclusion
  • Chapter 6
  • The Market Approach - Part I
    • Learning Objectives
    • Introduction
    • Guideline Public Company Method
      • Creating a List of Potential Guideline Companies
      • Get the Business Description
      • Size Criteria
      • For Those That Pass Muster
    • Using Valuation Multiples
      • Price to Net Earnings
      • Price to Pretax Earnings
      • Price to Cash Flow
      • Price to Sales
      • Price to Dividend or Dividend-Paying Capacity
      • Price to Book Value
    • Valuing Invested Capital Instead of Equity
      • Adjusting Public Company Multiples for Risk
      • Valuation Considerations
      • What Price Do We Use in the Multiples?
      • Regression Analysis
      • Adjusting Multiples Based on SGLPTL
    • Advantages of Using the Guideline Public Company Method
    • Disadvantages of Using the Guideline Public Company Method
    • The Guideline Public Company Method Illustrated
    • Conclusion
  • Chapter 7
  • The Market Approach - Part II
    • Learning Objectives
    • Introduction
    • Transaction (Merger and Acquisition) Method
      • IBA Market Data Base
      • BIZCOMPS
      • Pratt's Stats
      • Done Deals
      • Thomson Financial Securities Data (TFSD)
      • Business Brokers
    • Transaction Analysis - Qualitative and Quantitative
      • Qualitative Analysis
      • Quantitative Analysis
    • Let's Get Back to Theory
      • Advantages of Using Transaction Data Methods
      • Disadvantages of Using Transaction Data Methods
      • Words of Advice (I Would Call This Words of Wisdom, but You Know Better)
    • Internal Transactions
    • Industry Method
    • Conclusion
  • Chapter 8
  • The Asset-Based Approach
    • Learning Objectives
    • Introduction
    • Common Applications of the Asset-Based Approach
    • Advantages and Disadvantages of the Asset-Based Approach
    • Valuation Methods
      • Adjusted Book Value Method
      • Liquidation Value Method
      • Cost to Create Method
    • Working with Other Appraisers
    • How to Locate and Recognize Specialists
    • Conclusion
  • Chapter 9
  • The Income Approach
    • Learning Objectives
    • Introduction
    • Value Is from an Investor's Viewpoint
    • Advantages and Disadvantages of the Income Approach
      • Advantages of the Income Approach
      • Disadvantages of the Income Approach
    • Selecting Benefit Streams
      • The Nature of the Business and Its Capital Structure
      • The Purpose and Function of the Appraisal
      • The Particular Subject of the Valuation
    • Using Pretax or After-Tax Information
    • Debt-Free or After-Debt
    • Using Cash Flow Instead of Earnings
    • Defining Cash Flow
    • Projecting Future Benefit Streams
    • The Acceptance of Forecasts and Projections
    • Income Approach Methods
      • Capitalization of Benefits Method
      • Discounted Future Benefits Method
      • The Excess Earnings (Formula) Method
    • Conclusion
  • Chapter 10
  • Discount Rates and Capitalization Rates
    • Learning Objectives
    • Introduction
    • Discount Rates
      • Factors That Affect the Selection of a Discount Rate
      • Components of a Discount Rate
      • Comparing the Subject Company
      • The Build-Up Method
      • Capital Asset Pricing Model
      • Other Methods for Estimating a Discount Rate
    • Capitalization Rates
      • Factors Affecting the Selection of the Capitalization Rate
      • Sources of Data on Capitalization Rates
    • Deriving Discount and Capitalization Rates Applicable to Net Income Directly from the Market
    • Back to the Real World
      • Using Pretax or After-Tax Rates
    • Conclusion
  • Chapter 11
  • Premiums and Discounts
    • Learning Objectives
    • Introduction
    • Control Premium
    • Lack of Control (Minority) Discounts
    • Discount for Lack of Marketability
      • SEC Institutional Investor Study
      • Gelman Study
      • Moroney Study
      • Maher Study
      • Trout Study
      • Standard Research Consultants Study
      • Willamette Management Associates, Inc. Study
      • Silber Study
      • FMV Study
      • Management Planning Study
      • More about the DLOM
      • A Real-World Consideration
    • Small Company Discount
    • Discount from Net Asset Value
    • Key Person Discount
    • Application of Discounts and Premiums
    • Other Premiums and Discounts
    • Conclusion
  • Chapter 12
  • Revenue Ruling 59-60
    • Learning Objectives
    • Introduction
    • Revenue Ruling 59-60
    • Conclusion
  • Chapter 13
  • The Valuation Report
    • Learning Objectives
    • Introduction
    • Components of a Valuation Report
      • Letter of Transmittal
      • Description of the Assignment
      • Sources of Information Used in the Appraisal
      • Assumptions and Limiting Conditions
      • Economic Data
      • Industry Information
      • Subject Company Information
      • Financial Statement Analysis
      • Valuation Section
      • Appendixes, Schedules, and Exhibits
    • Types of Valuation Reports
      • Formal Reports
      • Informal Reports
      • Letter Reports
      • Oral Reports
    • Preparing the Business Valuation Report
      • Federal Rules of Civil Procedure
      • Using Your Report as a Selling Tool
      • Using the Other Side's Report to Help Sell Your Opinion
      • Understanding the Weaknesses in the Valuation Process
      • Appraiser, Protect Yourself!
    • Defending the Business Valuation Report
    • Common Errors in Business Valuation Reports
    • The Reconciliation Process
    • Conclusion
  • Chapter 14
  • Ethics Focus: Consulting Services
    • Ethics Overview
    • Interpretation 101-3
    • Key Ethical Dilemmas
    • Addressing Ethical Dilemmas
    • Available Resources
  • Chapter 15
  • Latest Developments
  • Appendix 1
  • Statement on Standards for Consulting Services
  • Appendix 2
  • Institute of Business Appraisers - Business Appraisal Standards
  • Appendix 3
  • American Society of Appraisers
  • Appendix 4
  • NACVA Professional Standards as of May 31, 2002
  • Appendix 5
  • International Glossary of Business Valuation Terms
  • Appendix 6
  • Revenue Ruling 59-60
  • Appendix 7
  • Revenue Ruling 65-192
  • Appendix 8
  • Revenue Ruling 65-193
  • Appendix 9
  • Revenue Procedure 66-49
  • Appendix 10
  • Revenue Ruling 68-609
  • Appendix 11
  • Revenue Procedure 77-12
  • Appendix 12
  • Revenue Ruling 77-287
  • Appendix 13
  • Revenue Ruling 83-120
  • Appendix 14
  • Revenue Ruling 85-75
  • Appendix 15
  • Revenue Ruling 93-12
  • Appendix 16
  • Technical Advice Memorandum 94-36005
  • Appendix 17
  • Business Valuation Resources

Excerpts

Beyond This Course

Participants can expand their knowledge of business valuation principles by reading a comprehensive introduction to the field, such as Understanding Business Valuation, written by Gary Trugman (this course’s author) and published by the AICPA. (Note. In 2005, the AICPA will offer a self-study course based on Trugman’s text.)

Additional training is available through the AICPA. Interested persons can see the online CPE course catalog of BV courses at http://www.aicpa.org/BVFLS/Events.

Business Valuation Essentials

For education in the fundamentals, the AICPA offers the Business Valuation Essentials series of courses offered through the state CPA societies. These six courses, ranging from basic to intermediate in level, offer a comprehensive education in business valuation. They are also important steps along the “Pathway to ABV,” the AICPA’s recommended program of preparation for CPAs to qualify for its Accredited in Business Valuation (ABV) credential.

The Business Valuation Essentials series is based upon one of the industry’s indispensable resources, Financial Valuation: Applications and Models and Financial Valuation Workbook, created by many of the nation’s most respected and experienced valuation professionals and published by John Wiley & Sons, Inc.1 Together, the learning tools and instructors who have either contributed to the books or demonstrated valuation excellence will provide you with a top-notch education in valuation.

Whether you are testing the waters of business valuation or interested in growing a thriving practice niche and becoming an ABV, the Business Valuation Essentials courses are your best means of achieving a comprehensive education that includes information on the best and most current practice standards.

Course Descriptions

Business Valuation Essentials 1 – 5

This course series provides an outstanding education in the core knowledge and skills needed for a distinguished career in business valuation. The courses are based upon the emerging industry standard texts, Financial Valuation: Applications and Models and Financial Valuation Workbook, whose contributors include twenty holders of the AICPA’s ABV credential. The course materials have been adapted and significantly supplemented by the texts’ editor and coauthor James R. Hitchner, CPA/ABV, ASA.

Each of the five courses addresses fundamental relevant theory, applications, best practice methods and controversies through easily understood text, examples and exercises.

  • Valuation Introduction, Research and Analysis and the Asset Approach (Business Valuation Essentials 1) discusses basic valuation standards of value, research techniques, analysis of financial statements and company risk factors, and the asset approach to value.
  • The Income Approach and Cost of Capital (Business Valuation Essentials 2) discusses the income approach and cost of capital/rate of return.
  • The Market Approach, Discounts and Premiums (Business Valuation Essentials 3) discusses the market approach, valuation discounts and premiums.
  • Reports, Standards, and Tax Valuations (Business Valuation Essentials 4) discusses types of reports, valuation standards, and tax-related valuations.
  • Valuation of Specialized Areas (Business Valuation Essentials 5) discusses valuation in engagements involving divorce, small businesses, professional practices, shareholder disputes, ESOPs, S Corps., preferred stock, stock options, restricted stock and intangible assets including SFAS 141/142.

Business Valuation Essentials Case Study (BVECS)

Based on Financial Valuation Workbook, co-authored by James R. Hitchner and Michael J. Mard, this course presents a comprehensive case study that includes the engagement, industry and company information; the income and market approaches; and the estimate of value. Through 76 easily understood exercises (including detailed answers), the course serves as a review of the relevant theory, applications, best practice methods and controversies addressed in the other Business Valuation Essentials courses. The Valuation Essentials Case Study serves as a capstone for the entire Business Valuation Essentials series.

ABV Credential Program: An Overview

What is ABV?

An ABV is a CPA credentialed as a business appraisal specialist and recognized for a unique ability to bridge between valuation methodologies and accounting principles and standards. ABVs define value in a number of areas, including:

Mergers & acquisitions Estate & gift tax matters
Intangible assets Eminent domain issues
Litigation support Economic damages
Initial Public Offerings Goodwill impairment
Special classes of securities Marital dissolutions
Stock options Fairness opinions and consultation
Tax & strategic planning initiatives Shareholder disputes/dissent
Allocation of purchase price Employee Stock Ownership Plans
Other valuation assignments  

Mission

The mission of the ABV Credential program is to provide a community of business valuation experts with specialized access to information, education, tools, and support that enhance their ability to make a genuine difference for their clients and employers. The ABV credential program allows credential holders to brand or position themselves as CPAs who are premier business valuation service providers. ABV credential holders differentiate themselves by going beyond the core service of reaching a conclusion of value, by also creating value for clients through the strategic application of this analysis.

Objectives

The ABV credential program is designed to achieve the following objectives:

  • To increase public awareness of the CPA as the preferred business valuation professional
  • To increase exposure for CPAs who have obtained the ABV credential
  • To enhance the quality of business valuation services that members provide
  • To ensure the continued competitiveness of CPAs versus other valuation services providers through continuous access to a comprehensive community of resources and support
  • To increase the confidence in the quality and accuracy of business valuation services received from CPA/ABV providers

Benefits of Becoming an ABV

RECOGNITION. Distinguishes you from other valuators.

REVENUES and GROWTH. Positions your firm for premium value service opportunities and practice growth.

MARKETPLACE ADVANTAGE. Builds on CPA core competencies — ABV is a premier valuation credential specifically designed for CPAs and the unique perspective they bring to the practice.

COMMUNITY and COLLABORATION. Joins you to a community in which you can share, debate, network and communicate with other ABVs; leverages the exclusive, ABV online discussion forum as an important collaborative workspace.

EXCLUSIVE BENEFITS. Gives you exclusive access to resources, tools and information to grow your practice and market your specialty. Visit www.aicpa.org/BVFLS and click the “Membership” tab for more details on benefits to ABVs.

The Pathway to ABV: How to Become a Credential Holder

  Step… Learn How At...
  PREPARE www.aicpa.org/BVFLS/Events
  APPLY www.aicpa.org/BVFLS/Memberships
  QUALIFY www.aicpa.org/BVFLS/Memberships

To be eligible to apply for the ABV credential, a candidate must:

  • Be a member in good standing of the AICPA.
  • Hold a valid and unrevoked CPA certificate or license issued by a legally constituted state authority.
  • Pass a comprehensive Business Valuation Examination based upon the AICPA ABV Examination CSO (content specification outline), attached as the Appendix to this chapter.
  • Within 24 months of passing the AICPA ABV examination, provide evidence of 10 business valuation engagements/projects that demonstrate substantial experience and competence. Substantial experience required must be obtained during a valuation engagement/project, which is defined as:
    “Sufficient research and analysis to arrive at a conclusion or estimate of value, of an entity, instrument for economic benefit, requiring a documented conclusion.”
  • Within 24 months of passing the AICPA ABV examination, provide evidence of 75 hours of life long learning related to the business valuation body of knowledge.
  • Pay an application fee of $550. This fee includes the ABV’s gratis membership in the AICPA BV/FLS Membership Section. Renewal dues are $350 per year after the first year and again include gratis membership in the BV/FLS Section.

732883

Videocourse Details

NASBA Field of Study: Management Advisory Services
Level: Basic
Recommended CPE Credit: 27
UNDERSTANDING BUSINESS VALUATION TX08
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