Showing posts with label Expert Witness. Show all posts
Showing posts with label Expert Witness. Show all posts

How To Value A Young Company





Say you’re lucky enough to find a willing investor in your young company. At some point (sooner rather than later), the guy will want to know: “How much do I have to pay for a slice of the pie–and how big a slice can I get?”
Placing a valuation on young companies is a tricky, subjective game, but it’s one small-business owners have to know how to play, especially when investment capital remains stubbornly scarce. Quote too low a figure, and you’ll give away the store; shoot too high, and the investor may blanch at your grasp of the underlying economics of the business.
Here are three techniques, some broken into parts, to help you put a value on your company. Your best bet is an amalgam of all of them. When it comes to impressing investors, the more ways you can speak their language, the better.
Of all valuation approaches, the asset approach–placing dollar values on all the assets on a company’s balance sheet and adding them up–is the most concrete.
Start with physical assets, including machinery, office furniture, computers, inventory, prototypes (and the cost to develop them). Young companies tend not to have much in the way of physical assets, but add up what you do have.
Then move on to intellectual property. This includes patents, trademarks and even incorporation papers (because the company’s name is protected). This approach may seem squishy, but the dollar amounts are real. A (rough) rule of thumb often used by investors is that each patent filed might justify $1 million increase in valuation.

Next up are all principals and employees. The value of most companies is in their people. In the dot-com boom of the late 1990s, it was not uncommon to see valuations rise by $1 million for every paid full-time programmer, engineer or designer. Don’t forget to include the value of sweat equity–as in the theoretical salaries that would have been paid to founders and executives who didn’t take them.
Also, don’t forget the customer relationships. Every customer contract is worth something, even those still in negotiation. Assign probabilities to active customer sales efforts, just as sales managers do in quantifying their teams’ forecasts. Particularly valuable are recurring revenues, like subscriptions, that don’t have to be resold every period.
Technique No. 2: The Market Approach
Another way to look at valuation is by estimating a company’s earning potential based on theoretical demand in the market.
Start by estimating the size and growth of your addressable market. The bigger the market, and the higher the growth projections (ginned up by independent analysts), the more your start-up is potentially worth. For a young, asset-light company looking to attract deep-pocketed investors, the target market should be at least $500 million in potential sales; if your business requires plenty of property, plants and equipment, the addressable market should be at least $1 billion.
Next, assess the competition and determine the barriers to entry. The stiffer the competition, the lower your valuation. On the flip side, the more fortified your company against new challengers (based on factors such as location, contracts with key customers, first-mover advantage, etc.), the more it’s worth. These intangibles translate into what’s known as goodwill–the amount a buyer might pay for your company above the value of the assets on your balance sheet. Goodwill can well bump up a valuation by a few million dollars.
Third, look at other similar companies that have managed to raise money–an exercise not unlike appraising the value of your house by comparing it to similar homes recently sold in your area. A thorough news search on Googlemight get you pretty far when looking for comparable deals. There are also professional valuation consultants who can pitch in–for a price, of course.
Technique No. 3: Income Valuation
The method, used extensively by financial analysts, involves projecting a company’s future cash flows and discounting them, at some rate, to arrive at their value in present dollars. The discount rate applied to start-ups is typically steep–from 30% to 60%. The younger the company, and the greater the uncertainty of its future earning power, the larger the discount rate should be. (Note: In the case of very young, pre-revenue companies, this technique may not prove very useful.)
A variation on this approach involves tallying your company’s earnings before interest, taxes, depreciation and amortization (EBITDA, to finance types) and multiplying that figure by some reasonable factor. Calculating typical EBITDA multiples for publicly traded companies in your industry is easy: Just take their market capitalizations (easily found online) and divide by EBITDA.
If running all these numbers sounds like a bit of work, well, that’s true. But, then, would you rather give away the store?

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Business Owners and Accountants Face Huge IRS Fines. Lance Wallach, expert witness.

The IRS is attacking people in retirement plans and so-called 419 plans that contain life insurance, and the consequences are very bad. The IRS has collected millions by calling various types of retirement plans, more specifically 412(i), plans listed transactions or similar to. They have also attacked all types of 419 plans.

If the business owner and accountant do not file various forms under section 6707A they will be fined at least $200,000. This fine can be eliminated simply by filing the appropriate forms properly. The second problem is that if the forms are not filled out exactly right or filed properly, the IRS is still assessing the fines. We have received a large number of calls for help from accountants, business owners and insurance agents in similar situations. Don’t think this will happen to you? It is happening to a lot of accountants and business owners, because most of these so called listed, abusive plans, or plans substantially similar to the so-called listed, abusive plans are currently being sold by most insurance agents currently. Bruce Hink, who has given me permission to utilize his name and circumstances, is a perfect example of what the IRS is doing to unsuspecting business owners. What follows is a story about Bruce Hink and how the IRS fined him $200,000 a year for being in what they called “a listed transaction”. In addition, I believe that the accountant who signed the tax return and the insurance agent who sold the retirement plan will each be fined $200,000 as material advisors.

In 2002, an insurance agent representing a 100 year-old well established insurance company suggested the owner Bruce Hink start a pension plan. The owner was given a portfolio of information from the insurance company, which was given to the company’s outside CPA to review and give an opinion on. The CPA gave the plan the green light and the plan was started for tax year 2002.

Contributions were made in 2003. Then the administrator came out with amendments to the plan, based on new IRS guidelines, in October of 2004.

The business owner’s agent disappeared in May of 2005 before implementing the new guidelines from the administrator with the insurance company. The business owner was left with a refund check from the insurance company, a deduction claim on his 2004 tax return that had not been applied, and without an agent.

It took 6 months of making calls to the insurance company to get a new insurance agent assigned. By then, the IRS had started an examination of the pension plan. Asking advice from the CPA and local attorney (who had no previous experience in such cases) made matters worse, with a “big name” law firm being recommended and over $30k in additional legal fees being billed in three months.

To make a long story short, the audit stretched on for over 2 ½ years to examine a 2 year old pension with 4 participates and $178,000 in contributions.

During the audit, no funds went to the insurance company, which was awaiting IRS approval on restructuring the plan as a traditional defined benefit plan, which the administrator had suggested and which IRS had indicated would be acceptable. The $90,000 2005 contribution was put into the company’s retirement bank account along with the 2004 contribution.

In March of 2008, the business owner received an apology from the IRS agent that headed the examination.
The IRS denied any appeal and ruled in October 2008 that the $400,000 penalty for 2003 and 2004 for not filing lender 6707A and notifying IRS of participating in a listed transaction would stand.
Could you or one of your clients be next?

Even this sympathetic IRS agent thinks there is a problem with the IRS enforcement of these Draconian penalties. Below is one of her emails to the business owner who was fined $400,000.

From: Kowalski Jean M
Date: Tue, Mar 4, 2008 at 7:12 AM
Subject: RE: Urgent
To: Bruce Hink

Thanks Bruce - yes - please just overnight them to the Grand Rapids address. Once again, I'm sorry about this. Basically, our Counsel told us that we needed language specific to the IRC 6707A penalty in order for that statute to be extended. I will ask the Reviewer to hold off an extra day.

I'm also very sorry that this is getting you down. Deeply sorry. It’s very difficult for me as well - before I started working this project (412(i)) I was doing audits of 401(k) and profit sharing plans. If there was an error in the plan, the employer would just fix it and the audit was over. There wasn't anything controversial or adversarial about it - and I felt like I was helping people - employers and plan participants. I really liked my job. In two years time, that has completely changed. I know it’s not very "professional" to make such confessions - so forgive me. But I guess I just wanted you to know that I really sympathize with your situation - and have been doing whatever I can to help. I know that having this hanging over your head can't be fun - but as this project goes forward - I think that the IRS is going to have to soften their position somewhat - so these delays may be to your benefit.

Also, I'm not really supposed to be sending emails to you - but when I went through the file I couldn't find a good phone number for you. Could you just send me a note or an email with a current phone number?
Looking to receive the signed 872s on Thursday. If you have any questions at any time - please call me. I'm usually in the office in the mornings.

As an expert witness Lance Wallach's side has never lost a case. People need to be careful of 419 Welfare Benefit Plans, 412i plans, Section 79 plans and Captive Insurance Plans. Most of these plans are sold by insurance agents. If you are in an abusive, listed or similar transaction plan you need to file under IRS 6707a. The participant files form 8886, and the salesmen or accountant who signs the tax returns files form 8918 if they got paid over $10,000. They are called Material Advisors and face a minimum $100,000 fine. Some plans are offshore which could involve FBAR or OVDI filings. If you have money overseas you probably need to file for IRS tax amnesty. If you want to reduce the tax we suggest that you first file and then opt out. For more information Google Lance Wallach.

The information provided herein is not intended as legal, accounting, financial or any other type of advice for any specific individual or other entity. You should contact an appropriate professional for any such advice.

Transfer Pricing by Lance Wallach

Transfer Pricing by Lance Wallach

Mercer Capital-Valuation Matters


A new article by Mercer Capital in Valuation Matters provides a comprehensive FAQ on fairness opinions in ESOP transactions. Among the most important is a list of over 20 ESOP transactions that might trigger the need for a fairness opinion—a good reminder for ESOP specialists and their clients. “Despite the breadth of the listed circumstances, there are many other situations which likely accompany ESOP transactions and transactions of ESOP owned companies,” the article advises. Any ESOP-related financial transaction “should be thoroughly reviewed from the financial perspective of the ESOP. The transaction process, evolution, negotiations, and other factors that comprise the event (and any circumstances) should be systematically analyzed and documented within the fairness opinion.”
We suggest that for help you use the men that write the books on business valuations.