While it may seem at face value (pun intended) that the value of a note is equal to the outstanding principal balance; this is often not the case. The fair market value of a note is dependent on several factors, two of the most important being “counter-party risk,” which means the creditworthiness of the debtor, and cost of capital at the date of analysis. Understanding the creditworthiness of the debtor is the more complicated of the two, and potentially involves analyzing the debtor’s financial condition, and could involve a fairly complex analysis of an operating company, including an analysis of quality of assets and cash flows, the determination of a corporate credit score (Z-score), and other such analyses that are typical for underwriting debt. As an ancillary consideration, the lender should require access to relevant records so as to be able to perform such analyses if necessary.
My good friend Peter Kawulia, 78, is a distinguished member of the Manitoba Sports Hall of Fame, and the third-ranked featherweight boxer in the history of the British Empire(1). In that Pete was never knocked out, and was cut only once in 115 bouts, he knows his way around the ring. If Pete were to share his thoughts he would undoubtedly say that regardless of his awe-inspiring talent, whom he had in his corner was crucial to his success. The heirs of Helen Richardson(2) recently learned the importance of this choice, as clearly they could have avoided a knockout and the resulting “medical bills” with the right professionals in their corner.
How do you determine the value of an undivided interest in real estate? That is the question from numerous readers of my January newsletter (here), besides their seeking insight to the case specifics I discussed. For background purposes, the IRS attempted to disqualify me as an expert in the case because I am not a real estate appraiser. The Court eventually accepted me as an expert based on my experience in valuing similar interests, rather than deciding based on the nature of the interest. I believe valuation should be done as a “security” and the IRS view is one of a “real property interest.”
In preparing for a recent trial in US Tax Court, I was reviewing a valuation we had performed several years ago. The valuation was of a 40% undivided interest in real estate, a tenant-in-common (TIC) interest. There was no formal entity into which the real estate or the interest had been contributed.
Regulators from the Public Company Accounting Oversight Board (PCAOB) to the Securities and Exchange Commission (SEC) Enforcement Division are turning up the heat on valuations used for financial reporting of private equity groups (PEGs) and publicly traded companies. This increased focus emphasizes the importance to use qualified independent valuation specialists to ensure compliance with existing and changing requirements, along with peace-of-mind for management and investors.
In general, the idea of lending money to our children can bring mixed emotions. Just the idea of putting our dollars into their hands can cause angst. Will the kids use the money wisely? Will they repay the loan as promised? What are the impacts to our own finances? These are all valid concerns under normal circumstances – assuming the children need the money. However, there are reasons to lend to our children that have little to do with their needs. Lending to our heirs is an estate planning tool that works, and the valuation implications can be significant.
For a variety of reasons, the acquisition of medical practices by hospitals has become more attractive in recent years. The volume of acquisitions is increasing steadily and therefore physicians and their advisors need to understand the valuation process which drives the purchase price. Almost all hospitals hire a valuation firm that “represents” their interests. We believe that in order to level the playing field, each party should retain their own valuation experts.
There are times in our lives we each look back upon and say “if only I had”. For many of us those times seem to be focused on events (or non-events) such as “if only I had invested in Microsoft in 1992”, or “if only I had sold my house in 2006.” In terms of estate planning that involves the transfer of ownership interests, we are experiencing a time that will become one of the “if only” times for those who do not act now.
There have been some recent changes to the ever-complicated rules governing goodwill, fair value, impairment testing. Previously, an entity which recorded goodwill as part of a transaction was required to test the goodwill for impairment at least annually. The test consists of two parts, the first of which is comparing the current fair value of the reporting unit, in which the goodwill is recorded, to the carrying value of the reporting unit. This step requires the valuation of the reporting unit.
ASC 820 – Fair Value Measurements and Disclosures sets forth the definition of Fair Value as “The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. Paramount to the definition is the concept of the “market Participant”. The Market Participant is further defined in ASC 820 as “…buyers and sellers in the principal (or most advantageous) market for the asset or liability that have all of the following characteristics:
Largest Transactions Closed