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Business Valuations: Fundamentals, Techniques and Theory.
Business Valuations: Fundamentals, Techniques and Theory.
1111 Brickyard Road, Suite 200 Salt Lake City, Utah 84106 (801) 486-0600 www.nacva.com
Business Valuations:
Fundamentals, Techniques and Theory
All rights reserved. No part of this work covered by the copyrights herein may be reproduced or copied in any form or by any meansgraphically, electronically or mechanically, including photocopying, audio/video recording or information storage and retrieval of any kindwithout the express written permission of the National Association of Certified Valuation Analysts.
20081995 NACVA 1111 Brickyard Road, Suite 200, Salt Lake City, UT, 84106 ALL RIGHTS RESERVED.
This publication is designed to provide authoritative and accurate information about the subject covered. It is sold with the understanding that the copyright holder is not engaged in rendering legal, accounting, or other professional service or advice. If legal or other expert advice is required, the services of an appropriate professional person should be sought. Although information contained in this publication has been carefully compiled from sources believed to be reliable, the accuracy of the information is not guaranteed. The authors specifically disclaim any personal liability, loss, or risk incurred as a consequence of the use, either directly or indirectly, of any information or advice given in these materials. The instructors opinion may not reflect those of NACVA, its policies, other instructors, or materials. Material may not be reproduced, including photocopying, in whole or in part in any form whatsoever. The contents of this course and the exhibits herein are designed for educational purposes only. Each occurrence and the facts of each occurrence are different. Changes in facts and/or policy terms may result in conclusions different than those stated herein. It is not intended to reflect the opinions or positions of the authors and instructors in relation to any specific case, but rather to be illustrative for educational purposes. The user is cautioned that this course is not all inclusive.
20081995 NACVA 1111 Brickyard Road, Suite 200, Salt Lake City, UT, 84106 ALL RIGHTS RESERVED.
Contributing Authors Garth Tebay, Team Leader Mel Abraham Marc Bello Shelley Brown Steve Degnan Rick Gray Chris Hamilton Mark Kucik Derald Lyons Pat Perzel Jason Pierce
TABLE OF CONTENTS
Table of Contents
INSTRUCTOR BIOS .................................................................................................................................. i COURSE EVALUATION FORM.......................................................................................................... xxi ON-SITE SUPPORT EVALUATION FORM ..................................................................................... xxv CHAPTER ONE Introduction to Business Valuation ........................................................................................................... 1 I. EVOLUTION OF BUSINESS VALUATION............................................................................. 1 II. REGULATORY BODIES............................................................................................................ 3 III. PROFESSIONAL ORGANIZATIONS ....................................................................................... 8 IV. OVERVIEW OF THE BUSINESS VALUATION INDUSTRY............................................... 10 V. PURPOSES OF VALUATIONS................................................................................................ 12 VI. VALUATION CONCEPTS ....................................................................................................... 17 VII. HOW VALUATION PURPOSE AFFECTS THE ESTIMATE OF VALUE............................ 22 VIII. VALUATOR VERSUS ADVOCATE ....................................................................................... 23 IX. IRC SECTION 6662 ACCURACY RELATED PENALTIES (TAX VALUATIONS)............ 24 X. THE EQUITY INTEREST AS AN INVESTMENT ................................................................. 25 XI. KEY FINANCIAL VARIABLES .............................................................................................. 27 CHAPTER TWO Financial Statement Analysis & Calculation of Financial Ratios........................................................... 1 I. FINANCIAL RATIO (TREND) ANALYSIS SUMMARY ........................................................ 1 II. COMMON-SIZE ANALYSIS ..................................................................................................... 2 III. RATIO (TREND) ANALYSIS .................................................................................................... 2 IV. KEY FINANCIAL RATIOS ........................................................................................................ 4 V. COMPARATIVE ANALYSIS................................................................................................... 11 CHAPTER THREE Generating Economic/Normalized Financial Statements........................................................................ 1 I. GENERATING ECONOMIC/NORMALIZED FINANCIAL STATEMENTS ......................... 1 II. GAAP ACCOUNTING VERSUS ECONOMIC ACCOUNTING .............................................. 4 III. CONSTRUCTING ECONOMIC/NORMALIZED BALANCE SHEETS ................................ 11 IV. CONSTRUCTING ECONOMIC/NORMALIZED INCOME STATEMENTS ........................ 13 CHAPTER FOUR Defining and Estimating the Future Benefit Stream ............................................................................... 1 I. DEFINING AND MEASURING THE FUTURE BENEFIT STREAM ..................................... 1 II. USING HISTORICAL VS. PROJECTED ECONOMIC INCOME TO ESTIMATE FUTURE BENEFITS.................................................................................................................................... 6 III. METHODS USED TO CALCULATE THE ESTIMATED FUTURE BENEFITS .................... 8 IV. VALIDATING YOUR CALCULATION OF ESTIMATED FUTURE BENEFITS ................ 14
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CHAPTER FIVE Capitalization/Discount Rates.................................................................................................................... 1 I. OVERVIEW................................................................................................................................. 1 II. PROPER CAPITALIZATION/DISCOUNT RATES .................................................................. 2 III. IBBOTSON BUILD-UP METHOD............................................................................................. 7 IV. CAPITAL ASSET PRICING MODEL (CAPM) ....................................................................... 15 V. EQUITY RISK PREMIUM: DUFF & PHELPS, LLC RISK PREMIUM REPORT ................ 19 VI. WEIGHTED AVERAGE COST OF CAPITAL (WACC) ........................................................ 22 VII. MARKET MULTIPLES ............................................................................................................ 27 VIII. LESS FREQUENTLY USED SMALL BUSINESS BUILD-UP MODELS ............................. 29 IX. RATES DEVELOPED FROM VALUE DERIVED MODELS ................................................ 38 X. COMMON ERROR ................................................................................................................... 40 XI. CONVERTING PRE-TAX RATES TO AFTER-TAX RATES................................................ 40 CHAPTER SIX Commonly Used Methods of Valuation .................................................................................................... 1 I. OVERVIEW................................................................................................................................. 1 II. ASSET BASED APPROACH...................................................................................................... 2 III. INCOME APPROACH ................................................................................................................ 5 IV. MARKET APPROACH ............................................................................................................. 12 V. OTHER APPROACHES: INCOME/ASSET APPROACH....................................................... 17 VI. APPLICATION OF METHODS FOR VALUING INTANGIBLE ASSETS ........................... 21 VII. SANITY CHECKS..................................................................................................................... 26 VIII. TAX AFFECTING PASS THROUGH ENTITIES.................................................................... 29 CHAPTER SEVEN Valuation Discounts and Premiums .......................................................................................................... 1 I. OVERVIEW................................................................................................................................. 1 II. CONTROL PREMIUM AND MINORITY INTEREST BASICS .............................................. 5 III. MINORITY DISCOUNTS FOR FAMILY TRANSFERS ........................................................ 15 IV. DISCOUNT FOR MARKETABILITY (DLOM) ...................................................................... 17 V. THE MANDELBAUM DECISION AND ITS EFFECTS ON MARKETABILITY ................ 33 VI. JUDICIAL DEVELOPMENTS AND DISCOUNTS FOR LACK OF MARKETABILITY .... 37 VII. QUANTITATIVE MARKETABILITY DISCOUNT MODEL ................................................ 37 VIII. BUILT-IN CAPITAL GAINS TAX ADJUSTMENT................................................................ 40 IX. A BRIEF LOOK AT DISCOUNTS IN FAMILY LIMITED PARTNERSHIPS ...................... 42 X. A BRIEF LOOK AT ESOP VALUATIONS ............................................................................. 44 XI. A LOOK AT OTHER DISCOUNTS ......................................................................................... 45 CHAPTER EIGHT NACVA Professional Standards................................................................................................................ 1 CHAPTER NINE Defining the Valuation Engagement & Obtaining the Necessary Information..................................... 1 I. DEFINING THE VALUATION ENGAGEMENT ..................................................................... 1 II. OBTAINING THE NECESSARY INFORMATION ................................................................ 14 CHAPTER TEN Search for Adjustments .............................................................................................................................. 1 I. SEARCH FOR ADJUSTMENTS ................................................................................................ 1
2 Table of Contents
TABLE OF CONTENTS
CHAPTER ELEVEN Practice Case Workshop ......................................................................................................................... 1 I. VALUATION ASSIGNMENT .................................................................................................... 1 II. COMPANY BACKGROUND ..................................................................................................... 1 III. YOUR ASSIGNMENT ................................................................................................................ 2 APPENDIX I APPENDIX II APPENDIX III APPENDIX IV APPENDIX V APPENDIX VI APPENDIX VII APPENDIX VIII APPENDIX IX APPENDIX X APPENDIX XI APPENDIX XII INDEX Daubert and Kumho Tire IRS Pronouncements FAS Statement Summaries IRS Business Valuation Guidelines Approved 2006 Comprehensive Business Valuation Development Checklist Comprehensive Business Valuation Reporting Checklist for Detailed Reports Organization Comparisons Economic Studies: Furniture Industry Federal Rules of Practice and Procedure Other Methods to Project Earnings Duff & Phelps, LLC Risk Premium Report 2005 FT&T Answers to Chapter Review Questions Instructions for Self-Study Participants
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TABLE OF CONTENTS
PARTICIPANT NOTES
4 Table of Contents
INSTRUCTOR BIOS
Instructor Bios
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INSTRUCTOR BIOS
ii Instructor Bios
INSTRUCTOR BIOS
Mel Abraham
CPA, CVA, ABV, ASA
Mel Abraham is a Certified Public Accountant with two decades of experience as a financial expert, valuation expert and business and success strategist. Mel is a Master Results Coach and Master Practitioner in NeuroLinguistic Strategies. Mel is regularly sought after for valuation engagements around the country such as family limited partnerships, co-tenant interest valuations, operating businesses as well as various entities. These projects have ranged from small family owned businesses to large $1.7 billion companies. He has also represented the Internal Revenue Service as their valuation expert in numerous cases and was jointly retained by taxpayer and Internal Revenue Service under the authorization of the U.S. Tax Court to provide a valuation of numerous entities that was binding on all parties. Mel is a member of the esteemed National Speakers Association and the recipient of the Certified Speaking Professional designation (less than 10% of the speakers who belong to the International Federation for Professional Speakers hold this professional designation and only two other CPAs hold the designation). A recognized forensic expert witness in business financial issues, he is also a nationally recognized and award-winning speaker addressing professional conferences on a local, state & national level. He provides strategies in risk management, threat management and self protection to clients across the country. Mel is one of the primary instructors of the NACVA's National Training Team as well as an Adjunct Professor at the University of San Diego Law School. Mel has been a guest lecturer for Tax Court Judge the Honorable David Laro, at his LLM program at the University of San Diego Law School on valuation issues. Mel has being a featured presenter at numerous State Tax Institutes around the country, Internal Revenue Service Continuing Education Conferences and at the NACVA National Annual Valuation Conferences as well as at the AICPA Annual Business Valuation Conference in 2001 through 2005. Further, Mel is the recipient of NACVA's 1998 Circle of Light Award (NACVAs highest instructor distinction), Instructor of Exceptional Distinction (ten consecutive years 1997 through 2006), 1997 Instructor of the Year Award as well as the 1996 Outstanding Member Award. Mel was awarded the Volunteer of the Year Award in 2005 by the AICPA and was voted one of the Top 25 CPAs by the San Fernando Valley Business Journal. Mel was the Chairman of the 2003 and 2005 AICPA Valuation Conference. He is the Founder and President of The SAVE Foundation, a non profit charitable organization that provides programs and funding to assist those that have been or may be victims of abuse and violence as well as raise the public awareness to the problem and educate them in prevention . He is the creator of the much in demand program, Bulletproof Boundaries Safety & Success Strategies for an Unsafe World. This educational program provides the intellectual tools for living with confidence and security in a risky world through awareness and recognition of threatening situations. This dynamic program addresses both personal safety and corporate security & financial crimes. He has received numerous speaking awards and authored numerous articles. His authoritative book, Valuation Issues and Case Law UpdateA Reference Guide, has been released in a 5th edition. Recently, he was co-author of the business valuation industrys best selling book, Financial Valuation: Applications and Models, released by John Wiley & Sons, Inc. and two additional books A Healthier You, (with Deepak Chopra and Billy Blanks) and Masters on Success, (with Ken Blanchard, Jack Canfield and John Christensen) released in 2005. He is also the creator of various multi-media digital educational programs including the industrys best-selling course - Family Limited Partnerships Self Study Course found on www.ValuationEducation.com
INSTRUCTOR BIOS
NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches
Advanced Case Law Update Advanced Valuation & Case Study Workshop
Aug 2007
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INSTRUCTOR BIOS
Degnan & Associates, CPA 110 Ryan Industrial Court, Suite 12 San Ramon, California 94583 P: (925) 838-9960 F: (925) 838-9081 E: degnanandassoci@sbcglobal.net
EDUCATION
Doctorate in Finance, Golden Gate University, San Francisco, 2002. Dissertation Topic: Valuation of Intellectual Property. MBA in Finance, Golden Gate University, San Francisco, 1987. Bachelors in Accounting, University of Nevada, Reno, 1973. Certified Public Accountant (CPA) California and Nevada, Certified Valuation Analyst (CVA), Certified Fraud Examiner (CFE) Expert witness testimony in Federal and State courts in over 80 matters. Qualified as a damage and valuation expert in accounting, finance, intellectual property and business valuations. Past clients include AMD, BioRad, Cisco, Genentech, Hewlett-Packard, IGT, Intel, Johnson & Johnson, Round Table Pizza, Symantec and Xilinx. Degnan & Associates IFS Ventures, LLC Hunter Paine Media Switch Arthur Andersen Harry, Evans & Degnan Price Waterhouse Itel Corporation Peat, Marwick & Mitchell Castle & Cooke - Founder and Owner, 1996 to present. - Founder/Managing Member, 1997 to 2000. - Acting CFO, 2000 to 2004 - Acting CFO, 2000 to 2001. - Partner, 1991 to 1996. - Partner, 1987 to 1991. - Senior Manager, 1979 to 1987. - Assistant Controller, 1978 to 1979. - Senior Accountant, 1975 to 1978. - Senior Accountant, 1973 to 1975.
PROFESSIONAL CERTIFICATES
SUMMARY OF EXPERIENCE
WORK EXPERIENCE
OTHER EXPERIENCE
Adjunct Senior Professor, Golden Gate University, 1988 to 2000 Subjects: Business Valuation; Advanced, Cost, and Litigation Accounting; and Financial Auditing. Special Investigator, California Board of Accountancy, 1990 to 1992 President and Trustee, San Francisco Chamber Orchestra, 1982 to 2001 First Lieutenant, U.S. Army, Republic of Vietnam, 1966 to 1969 Two Purple Hearts and a Bronze Star.
Instructor Bios v
INSTRUCTOR BIOS
National Association of Certified Valuation Analysts: Instructor Business Valuation Instructor 2005 to present. Licensing Executive Society California CPA Society: Member, Board of Directors, 1992 to 1998 Chair, Accounting Principles & Auditing Standards, 1991 to 1994 Chair, Litigation Consulting Conference, 1990 Chair, MAS Committee, 1984 to 1985 CPA Educational Foundation, Vice President and Trustee, 1994 to 1997 Intellectual Property Damages, Price Waterhouse Training Manual. Dollars at Stake in IP Litigation, The GC Advisor, Spring 94. A Survey of Licensing Royalties, les Nouvelles, June 97. Using Financial Models to Get Royalty Rates, les Nouvelles, June 98. Macro View of the U.S. R&D, Licensing, les Nouvelles, December 98. The Licensing Payoff, Research Technology Management, March 99. Patent and Technology Licensing, Licensing Desk Book, Aspen 99. Evaluation Factors in Patent Technology Transfer, UMI, July, 02. How to Perform Business Valuations Valuation of Intangible Property Valuing Intellectual Property in Marital Dissolution Business Valuation Fundamentals, Techniques & Theory Running Royalties in the Real World A Survey of Licensing Royalties A Primer on Calculating Lost Profits Using Statistics in Business Litigation Angels and Venture Capitalists The Yellow Book and Governmental Accounting and Auditing Effective Business Presentations Calculating Damages in Construction Litigation How to Detect Fraud in Your Business Damages in Patent, Trademark and Copyright Matters Present and Future Valuing of Cash Flows Damages in Business Interruption Matters Obtaining Financing for Alternative Energy Technologies Damages in Personal Injury, Wrongful Death and Employment The Theory of the Time Value of Money The Role of the Accountant in Business Litigation Effective Selling of Consulting Services Accounting and Audit Updates Senior Consultant Training at Price Waterhouse Accounting for Non-Profit Entities Accounting Malpractice What It Is and How To Avoid It Cost Accounting for Businesses Effective Auditing of Businesses The Role of the Accountant in Bankruptcy Recent Trends in Licensing of Technology 2003 Host BusinessAmericaRadio, Intellectual Property & You 2003-2004 - Performed business valuations on over 200 commercial businesses for a large California bank. - Performed business valuations and cash flow analyses on over 100 commercial and industrial businesses for a large national bank. - Assisted over 20 start-up companies with business and stock valuations, and licensing matters. 19952008 National Association of Certified Valuation Analysts
2008.v1
PUBLISHED ARTICLES
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INSTRUCTOR BIOS
- Determined the discount needed in a valuation of seven tenants-in-common real estate properties. - Valuation of minority stock ownership rights in several partnership dissolution matters. - Special Court-appointed master in a Section 2000 valuation of a business. - Valuation of a restaurants name for the business partners. - Assisted manufacturer with valuation of trademark and intangibles licenses with Paramount and Lucas Films. - Assisted two professional societies with valuation of their name and trademarks. - Performed valuations for CD-ROM producer in negotiations with the NFL Properties and Players Association. - Assisted owner of a software company in the valuation and negotiation of potential licensing and proprietary trade secrets. - Licensing and financial advisor to a sports memorabilia company. - Financial valuation advisor to pharmaceutical company on skin-care patent. - Licensing and financial advisor to a start-up accelerometer company. - Assisted integrated circuit (IC) manufacturer in the valuation of the appropriate licensing royalty rate with competitor. - Assisted in the development of a licensing stream securitization arrangement. - Assisted in the valuation of a software company which was dissolved as a result of a breach of contract. - Assisted in the valuation of a division of a large networking company as a result of a faulty application specific integrated circuit (ASIC) being supplied. REPRESENTATIVE TESTIMONY EXPERIENCE - Valuation of damages, including lost profits and reasonable royalties, from lost machine sales, lost accessory sales and damages from the decrement in selling price in a case involving a patent on a mass spectrometer. - Valuation of a limited partnership interest in a sports facility. - Computed lost profits and unjust enrichment in a case involving a software development company. - Evaluated plaintiffs lost profits and defendants unjust enrichment profits in a trade dress infringement case involving apparel products. - Compiled information and testified on infringing units sold, average selling price and reasonable royalty damages in a case involving a patent on the copper vapor laser. - Calculated lost profits for the defendant in a legal malpractice case arising from an infringement of the patent projection aligners used in chip manufacturing. - Determined infringing sales and calculated incremental revenues, costs and damages from lost follow-on sales in a case involving a patent on monoclonal antibodies and high pressure liquid chromatography (HPLC) instruments. - Determined lost profits and reasonable royalties from infringing United States sales regarding a patent on a tape winding machine for video and audio cassette tapes. - Calculated incremental profits and infringing sales for the alleged patent infringer on a tape recording device. - Computed lost profits in a matter involving a trade secret on a check processing machine. - Summarized potential damages in a case involving a trademark infringement on home security alarm systems. - Determined the proper reasonable royalty on a process patent related to an ophthalmic product. - Determined the number of infringing units sold and incremental profits on a trade name case involving footwear. - Determined past and future lost unit sales and lost profits in a case involving an infringed brand name of an apparel company. - Assessed lost profits on a trade secrets dispute involving the importation of products from overseas into the United States. - Compiled information for a trademark licensee on the incremental costs and lost profits stemming from the owner of the trademark making similar goods. Instructor Bios vii
INSTRUCTOR BIOS
- Determined the unrealized incremental profits from lost machine sales in a case involving the Velo-Bind patent. - Calculated the unjust enrichment by a Nevada bank resulting from its infringement of a trademark held by a major California bank. - Calculated lost profits, reasonable royalties and price erosion damages allegedly due a major wheelchair manufacturer resulting from a breach of a patent license. - Determined market-share, lost profits and reasonable royalties allegedly due the manufacturer of blood glucose monitoring devices resulting from a patent infringement. - Determined lost profits arising from allegedly stolen trade secrets in the gaming industry. - Determined the appropriate reasonable royalty and corrective advertising due when one family member misappropriated the businesss trademarked name. - Calculated plaintiffs lost profits and defendants profits resulting from the alleged misuse of a printer cartridge manufacturers trademark. - Calculated and testified to market share, lost incremental profits and reasonable royalties in a case involving a gaming machine patent. - Calculated market-share, reasonable royalty and lost profits in a case involving interoral dental cameras. - Calculated reasonable royalties in a semiconductor manufacturing matter involving flash memory chips. - Performed a business valuation on the value of a restaurants name. - Prepared a report for settlement purposes in a legal malpractice matter which alleged failure to timely file patent applications. - Calculated the defendants profits and a reasonable royalty in a service mark infringement matter. - Calculated potential breach of royalty agreement damages in a patent matter regarding the manufacture of athletic footwear. - Determined an appropriate royalty that would have been negotiated between a willing licensee and willing licensor for a patent involving state-of-the-art semiconductor manufacturing equipment. NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques and Theory (FT&T) Applications and Calculations of the Income and Asset Approaches
INSTRUCTOR BIOS
Richard Gray
CPA/ABV, CVA, ASA
Daszkal Bolton LLP 2401 NW Boca Raton Boulevard Boca Raton, Florida 33431 P: (561) 953-1468 F: (561) 750-3236 E: rgray@daszkalbolton.com
Richard Gray, Certified Public Accountant (CPA)/Accredited in Business Valuation (ABV), Certified Valuation Analyst (CVA), and Accredited Senior Appraiser (ASA) is a Senior Manager in the Business Valuation Group of Daszkal Bolton LLP in Florida. Rick is a former auditor and consultant with over twenty years of relevant experience. He received a Bachelor of Science degree from the University of Maryland in 1978 and a Masters degree in Business Administration from Loyola College in Baltimore in 1982. After a number of years in the health care industry, Rick decided to enter public accounting and successfully completed the Certified Public Accountant exam in 1988. He became an auditor and consultant with Deloitte & Touche and, in 1994 after joining a regional firm in the mid-Atlantic area, began specializing in business valuation and litigation support services. Rick is currently licensed as a CPA in both the states of Florida and Maryland. He is a member of the American Institute of Certified Public Accountants (AICPA), the National Association of Certified Valuation Analysts (NACVA), and the American Society of Appraisers (ASA). He is a member of both the Florida Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants. Since 1988, Rick has been an instructor for the BeckerConviser Professional Review Course, instructing candidates in the preparation of both the CPA and CFA examinations. Since beginning his specialization in the area of business valuation and litigation support, Rick has performed numerous business valuations and analyses for various entities and purposes and has qualified as an expert witness for litigation. Rick has made a number of presentations and has authored articles in the areas of business valuation and litigation support. He is active in NACVA at both the state chapter and national level. Rick was elected to the NACVA Valuation Credentialing Board in 2003 and became its Chair in June 2005. In addition to his Board duties, Rick is a member of NACVAs Speakers Bureau, the Examination Grading/Mentoring Team and serves as an instructor for both the Business Valuation Training Center and the Advanced Valuation and Case Study Workshop. Rick has been a discussion leader at his state chapter meetings and has served as a moderator for the NACVAs Case Preparation Review Case Analysis by Phone for CVA/AVA candidates.
NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches Advanced Valuation & Case Study Workshop Valuation of Capital Intensive Industries Workshop
August 2007
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INSTRUCTOR BIOS
Chris Hamilton
CPA, CVA, CFE, DABFA
Arxis Financial, Inc. 2468 Tapo Canyon Road Simi Valley, California 93063 P: (805) 306-7890 F: (805) 306-7891 E: chamilton@arxisfinancial.com
Chris Hamilton is a principal of Arxis Financial, Inc., Arxis Technology, Inc., and Arxis Wealth Management, LLC. These firms are involved in tax and accounting consulting, business valuation, litigation consulting, technology consulting and financial planning. The firms are located in Simi Valley, California. Chris is a Certified Public Accountant, Certified Fraud Examiner, Certified Valuation Analyst, and a Diplomate with the American Board of Forensic Accounting. He is a licensed life and disability insurance agent and a General Securities Representative. Most of his professional time is spent in the areas of business valuations, forensic accounting and litigation related engagements. He has served as an expert in civil, criminal, probate and family court matters. Chris has presented courses at national conferences, training institutes and seminars around the country. He has presented sessions at national NACVA conferences on topics including The Affect of Asbestos Litigation on the Valuation of a Business; Executive Compensation and the Value of a Closely Held Company and other topics including the preparation of engagement letters and selecting capitalization/discount rates. Chris is part of the team teaching the Advanced Business Valuation courses around the country for NACVA as well as Fundamentals Techniques and Theory. He is also an instructor with the NACVA Consultants Training Institute (CTI) and the Business Valuation and Certification Training Centers. He is regularly asked by civic and business groups to speak on a variety of topics related to his experience and expertise. Chris was named a 2004 Instructor of Exceptional Distinction by NACVA. Chris Hamilton has published valuation related articles in several publications including The Forensic Examiner; Los Angeles Lawyer; The Valuation Examiner; Valuation Strategies and the Journal of Forensic Accounting. Additionally, he wrote the course material for NACVA titled, Capitalization/Discount Rates: Assessing the Alternatives and Advanced Case Law Update. He currently serves on the editorial board and is a regular contributor to the NACVA publication, Insights on Valuation. He has also been asked to co-author Financial Valuation Application and Models, 2nd edition published in 2006. Chris lives in Simi Valley, California with his wife and three daughters. NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches Advanced Valuation & Case Study Workshop Capitalization/Discount Rates: Assessing the Alternatives
August 2007
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Mark G. Kucik
CPA, CVA, CM&AA
The Kucik Valuation Group, LLC 211 East Ontario Street, Suite 1800 Chicago, Illinois 60611 P: (312) 283-3045 F: (708) 422-9703 E: kucik@kucikvg.com
Mark G. Kucik is founder of The Kucik Valuation Group, LLC, of Chicago, Illinois, specializing in business valuations of family-owned and closely held securities for use in estate tax planning, financial statement reporting, estate tax returns, gift tax returns, buy/sell agreements, purchase/sale transactions, ESOPs, economic damages, matrimonial and shareholder disputes. Mr. Kucik served as past Chair of the NACVA Executive Advisory Board, past Chair of the NACVA Standards Committee, a member of the International Glossary Task Force, a member of the North American Business Valuation Standards Council, an instructor on NACVAs Training Development Team and served on NACVAs Education Board. He has over 22 years of professional experience, 12 years specialized in business valuation. Mr. Kucik was awarded NACVAs Outstanding Member Award, NACVAs Outstanding Instructor award, and Instructor of Great Distinction Award, and NACVAs Circle of Light Award. He also presents valuation seminars throughout the Chicago area. Mr. Kucik is a Certified Public Accountant (CPA), Certified Valuation Analyst (CVA) and Certified Mergers and Acquisitions Analyst (CM&AA). He is a member of the American Institute of Certified Public Accountants (AICPA), and the Illinois CPA Society (ICPAS). Mr. Kucik is a graduate of Loyola University of Chicago.
NACVA Instructor for: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches Advanced Valuation & Case Study Workshop Working Through the Business Valuation Standards Maze
August 2007
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Derald Lyons
MT, CPA, CVA
Lyons & Seacrest, P.C., CPAs 4401 S Quebec Street, Suite 100 Denver, Colorado 80237 P: (303) 662-0487 F: (303) 771-1242 E: derald@lyonsandseacrestcpas.com
Derald Lyons is President of Lyons & Seacrest, P.C., CPAs. He has been a practicing CPA for over 30 years and has specialized in business valuations for much of that time. Deralds valuation specialties include: marital dissolution (including separate property tracing), tax (gift, estate, income tax, purchase price allocations, and S elections), dissenting shareholder actions, economic loss calculations, and mergers and acquisitions. He has been qualified as an expert witness and provided testimony regarding valuations and other financial matters on numerous occasions. Derald is a nationally recognized author and presenter on valuation matters. He has also been recognized with numerous awards for his presentations. He is one of the primary instructors and contributing authors for the National Association of Certified Valuation Analysts (NACVA) Training Development Team. In this capacity Derald teaches Business Valuations: Fundamentals, Techniques & Theory (two days) and Applications and Calculations of the Income and Asset Approaches (one day), as a requirement of NACVAs five-day valuation credentialing program. He is also an instructor for NACVAs 3 day Advanced Valuation & Case Study Workshop. Derald is a co-author of the nationally recognized valuation treatise, Financial Valuation Applications and Models, Second Edition, Wiley, 2006. Derald is the recipient of NACVAs 2003 Circle of Light Award (NACVAs highest instructor distinction), the Instructor of the Year Award in 2002, Instructor of Exceptional Distinction in 1999, 2001, 2002, 2003, 2004, 2005 and 2006, and Instructor of Great Distinction in 1998 and 2000. In addition, Derald recently received NACVAs Outstanding Member Award. Derald is a past President of the Colorado Society of CPAs (1997 to 1998) and a Council Member for the AICPA (1996 to 2000). The Denver Business Journal has also recognized him in Whos Who in Professional Services in the Denver accounting profession, annually from 1998 to 2004. NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches Advanced Valuation & Case Study Workshop
August 2007
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Patricia A. Perzel
CPA, CVA, CFFA, CFD
Perzel & Lara Forensic, CPAs, P.A. 2105 Drew Street Clearwater, Florida 33765 P: (727) 466-0777 F: (727) 443-2600 E: pat@perzellara.com
Patricia A. Perzel, CPA, CVA, CFFA, CFD is the founder of Perzel & Lara Forensic CPAs, P.A., and co-chairs the firms litigation support department. Her extensive experience in providing a broad spectrum of professional services including forensic accounting, auditing, tax, pension and estate planning, provides the technical foundation required to excel as a certified business valuation analyst (CVA), Certified Forensic Financial Analyst (CFFA) and Certified Fraud Deterrence Analyst (CFD). Twenty-six years as a certified public accountant, and seventeen years of providing business valuations, forensic and fraud prevention services, expert witness, and litigation support has propelled Patricia Perzel to the top of her profession as a highly recognized business valuation, expert witness and litigation support professional. Attorneys rely on her technical abilities to unravel complicated financial issues. The court has appointed her as receiver over business assets in contempt cases. Clients depend upon her business valuation recommendations in the areas of divorce, mergers and acquisitions, buy-sell agreements, partner and stockholder agreements, damage losses, and succession and estate planning. Pats experience includes valuation services for medical and professional practices, retail stores, service businesses, construction, manufacturing, etc. Her varied background in working in many industries as well as her thirst for upto-date technical information keeps her on the forefront of business valuation issues. Pat has also earned the premier NACVA designations of Certified Forensic Financial Analyst (CFFA) and Certified Fraud Deterrence Analyst (CFD). She uses this additional training in forensic accounting to investigate and uncover financial fraud, management fraud and employee embezzlement as well as construct fraud prevention programs. Her ability to excel on the witness stand and effectively defend the sound principles utilized in her business valuations, fraud engagements and litigation testimony, qualifies her as a top professional in her field. Pat also teaches nationally for NACVA, the fundamentals and techniques of business valuations for certification of CVA candidates, and fraud prevention and detection training to CFD (Certified in Fraud Deterrence) candidates.
INSTRUCTOR BIOS
Professional: -Certified Public Accountant, Ohio (CPA) -Licensed Series Seven Stockbroker -Certified Public Accountant, Florida (CPA) -Licensed in Insurance and Annuities -Certified Valuation Analyst (CVA) -Member of Florida Institute of CPAs -Certified Forensic Financial Analyst (CFFA) -Member FICPA Valuation and Litigation Section -Certified in Fraud Deterrence (CFD) -Member Institute of Business Appraisers -Member of NACVA Executive Advisory Board -Member of National Association of Certified Valuation Analysts including the Quality Enhancement Committee; Valuation Exam & Grading Committee; State Chapters Committee; Course Review Committee; Ideas & Technology Committee; and Practice Development Committee Additional Professional Experience: -Instructor of Fundamentals, Theory and Techniques of Business Valuations, Fraud Deterrence, the foundation and Natural Disasters Workshop for NACVA -Becker CPA Review Course Past Lead Instructor for four years -Guest speaker to various Bar Associations and Matrimonial Trial Advocacy Seminars. -Guest lecturer to various FICPA, Financial and Business Associations NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches Fraud Deterrence Training Center Forensic Accounting A to Z Academy
INSTRUCTOR BIOS
Garth M. Tebay
CPA, CVA, CM&AA
Valued Defined, LLC 6455 Wheatstone Court Maumee, Ohio 43537 P: (419) 865-4478 F: (419) 861-1121 E: 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. He is a member of the Ohio Society of Certified Public Accountants, the American Institute of Certified Public Accountants (Tax Division and Consulting Services Division), the Alliance of Merger and Acquisition Advisors, National Association of Certified Valuation Analysts, through which he is a member of the NACVA Standards Committee (provide interpretations and expand upon technical standards), the NACVA Training Development Team, member of NACVA Mentor Support Group, the NACVA Ethics and Oversight Board Chair, and the NACVA Speakers Bureau, as well as many other local memberships. Over the years, Mr. Tebay has held offices and served on many boards for local organizations. In 1989, he formed Tebay Mosley Associates, LLC, which has experienced steady growth in servicing small to medium sized business with nearly every aspect of their personal and business financial needs. Mr. Tebays primary focus within the firm is management consulting services, which includes business valuations, litigation support, and mergers and acquisitions. Prior to founding Tebay Mosley Associates, LLC, Mr. Tebay was a Partner at Brell, Tebay, Holt & Dettinger, Inc., and was CFO & Director of Westhaven Services. Mr. Tebay and his staff have performed hundreds of valuations since 1980. Mr. Tebay has also been qualified as an expert witness in various municipal and federal courts and has given testimony in divorce cases, personal injury cases, lost profits, economic damages, shareholder disputes, and federal bankruptcy court. He is often called upon to consult in various valuation matters and has handled numerous merger and acquisition transactions. In addition, Mr. Tebay has also served as an arbitrator for the American Arbitration Association. As an instructor for the National Association of Certified Valuation Analysts, Garth has taught the Fundamental Techniques & Theory (FT&T days 1 and 2) course as well as Case (day 3) at NACVA Training Centers since 2001, presented the program for the Internal Revenue Service, the Small Business Administration (SBIC Division), The Korean Valuation Association, presented to the National College of District Attorneys, wrote instructional materials for NACVA program Business Valuation Fundamentals for the CPA (2005), co-authored instructional materials for NACVA programs Fundamentals, Techniques & Theory & Case (2005), and has been recognized with the Member of the Year award (2005) from NACVA as well as their awards Instructor of Exceptional Distinction in 2003, 2004, 2005 and Instructor of Great Distinction in 2002. In addition to authoring portions of the training curriculum, Mr. Tebay has presented numerous seminars on the topic of business valuations. April 2007
Instructor Bios ix
INSTRUCTOR BIOS
NACVA Instructor of: Business Valuation Training Center: Fundamentals, Techniques & Theory (FT&T) Applications and Calculations of the Income and Asset Approaches Business Valuation Fundamentals for the CPA Workshop
x Instructor Bios
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Would you recommend this course to your colleagues and/or other professionals? If not, why not? In what other ways could this course be improved or made more valuable to you? Which aspect(s) of this course did you enjoy / value the most? Rate your experience in the field of Business Valuation. NACVA None Nominal