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Daniel Pharr, CPA/ABV, CVA
  Dan@PharrValuation.com
 www.PharrValuation.com
     Office: 804-332-5458
      Cell: 804-370-3040

      Pharr Valuation & Business Services, LLC   1
What It Is
        Why You Need it
        Why You Want it
The Business Valuation Process
Gift & Estate Tax Considerations

        Pharr Valuation & Business Services, LLC   2
A Business Valuation is an analysis of a
business interest to determine the value of the
business as a whole or for a specific interest in
that business, such as a minority or controlling
interest.




               Pharr Valuation & Business Services, LLC   3
Determine the Purpose of the Engagement.

    Who is the Engagement For?

    What is the Interest Being Valued?

    Whose standards are being followed?

    What Standard of Value will be used?

    What is the Premise of Value?

    What Valuation Method will be used?

    Company, Industry, Financial, & Economic Analysis.

    Premiums & Discounts.

    Determination of Value.





                     Pharr Valuation & Business Services, LLC   4
Gifting of interest to future generations.


    Estate Planning to minimize estate taxes.


    Determine the value of your business in your

    estate.
    IRS requires it.





                  Pharr Valuation & Business Services, LLC   5
Selling a business

        If the price is too high you can lose potential Buyers.
    
        If the price is too low, you leave money on the table.
    

    Buying a business

        You don’t want to pay more that a business is worth.
    

    Allocation of purchase price for a merger or

    acquisition
    Buy/Sell agreements


    Marital dissolution




                       Pharr Valuation & Business Services, LLC   6
Business Owner


    Prospective buyer


    Seller


    Executor of an estate





                     Pharr Valuation & Business Services,
                                    LLC                     7
Entire company


    Controlling interest


    Minority interest





                  Pharr Valuation & Business Services, LLC   8
American Institute of Certified Public

    Accountants
    National Association of Certified Valuation

    Analyst
    The Appraisal Foundation’s Uniform

    Standards of Professional Appraisal Practice




                  Pharr Valuation & Business Services, LLC   9
Fair Market value

        Fair market Value is the price at which the property would change
    
        hands between a willing buyer and a willing seller when the former is
        not under any compulsion to buy and the latter is not under any
        compulsion to sell, both parties having reasonable knowledge of
        relevant facts. The hypothetical buyer and seller are assumed willing
        and able to make the transaction.
    Investment or Strategic Value

        Value to a particular Investor.
    
    Intrinsic Value

        Inherent value of just the item itself.
    
    Fair Value

        Generally a state or court defined term which may vary from state
    
        to state.
    Liquidation Value

        Value at liquidation.
    



                             Pharr Valuation & Business Services, LLC           10
Going Concern

        The business will continue to be operated in its
    
        current form.
    Liquidation

        Orderly liquidation – Assets have exposure to both
    
        primary and secondary markets for a reasonable
        amount of time.
        Forced liquidation – Assets do not have exposure to
    
        markets for a reasonable amount of time.



                      Pharr Valuation & Business Services, LLC   11
Income Approach

        Value based on income and cash flow over a period
    
        of time.
    Asset Approach

        Value based on current value of assets.
    

    Market Approach

        Value based on financial ratios from similar public
    
        companies or transactions involving sales of other
        similar companies.



                      Pharr Valuation & Business Services, LLC   12
Financial analysis


    Company history & analysis


    Industry analysis


    Analysis of national, regional & local economy





                  Pharr Valuation & Business Services, LLC   13
Control Premiums

        A premium added to the value when a controlling
    
        interest is transferred or sold.
    Minority Interest Discount

        A discount applied to the value of a minority
    
        interest.
    Discount for Lack of Marketability

        Discount taken for the time it will take to sell the
    
        interest as opposed to calling a broker and selling
        stock in a public company and getting your money
        in 3 days.
                      Pharr Valuation & Business Services, LLC   14
Using the income, asset, or market

    approach, determine the value of the company
    before discounts and premiums
    Apply appropriate discounts or premiums


    Determine the “Estimate of Value” of the

    interest being valued.




                 Pharr Valuation & Business Services, LLC   15
Disclaimer:

        I am not a Tax Attorney.
    
        This should not be taken as tax or estate planning
    
        advice, but only as issues and areas to consider.
        You should consult a experienced estate tax
    
        attorney when considering any gift or estate tax
        planning ideas or issues.




                      Pharr Valuation & Business Services, LLC   16
Fair market value is the standard of value that

    must be used in valuing a business or business
    interest for gift and estate taxes.
    Gifting business interest to future generations

        Gets the value of the business interest out of your
    
        estate and any future appreciation in value of that
        Interest.
        When minority interests are gifted, the same
    
        minority interest discounts and marketability
        discounts that apply to sale and purchase
        transactions apply to gifting transactions.

                      Pharr Valuation & Business Services, LLC   17
If the building is in another entity such as an LLC or

    Family Limited Partnership (FLP), gifting this interest
    will also reduce the value of your estate.
     This can be especially useful in gifting interest to
       children who do not want to be active in the family
       business.
     A larger interest in the real estate LLC of FLP can be
       gifted to these children and correspondingly a larger
       interest in the family owned business can be gifted to
       children wanting to work in the business.



                     Pharr Valuation & Business Services, LLC   18
Why Do It Now

        The values of companies in our industry are as low
    
        as they have been in recent history.
        Gifting interest now, while the values are
    
        low, enable you to gift a larger interest than when
        values are higher.
        This removes more value from your estate, thereby
    
        reducing future estate taxes.
        We know what gift and estate taxes are today, that
    
        they are supposed to go away in 2010 and that they
        are scheduled to revert back 2001 levels in 2011.

                      Pharr Valuation & Business Services, LLC   19
Why Do It Now

        We don’t know if or when that will change. There is
    
        talk in Congress about changing the estate tax laws
        before 2011. Few expect the repeal of the Estate Tax
        in 2010 to stay in effect. Many think the exemption
        will be between 2.5 million and the current 3.5
        million with maximum rate of 45%. No one knows
        for sure.
        Given the current economic and monetary
    
        conditions, the stimulus and bailout packages, estate
        taxes may be looked at as a attractive source of
        revenue. Because, with the exception of a few
        locations, dead people don’t vote.

                      Pharr Valuation & Business Services, LLC   20
I appreciate having the opportunity to speak with
you today
If you have any other questions or want additional
information, please feel free to contact me.
Dan Pharr
Pharr Valuation & Business Services, LLC
2420 Newquay Lane
Richmond, VA 23236-1362
Office: 804-332-5458 Cell: 804-370-3040
Email: Dan@PharrValuation.com
Website: www.PharrValuation.com

All Valuation Engagements are held in the strictest
confidence including client identities.

                     Pharr Valuation & Business Services, LLC   21

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  • 1. Daniel Pharr, CPA/ABV, CVA Dan@PharrValuation.com www.PharrValuation.com Office: 804-332-5458 Cell: 804-370-3040 Pharr Valuation & Business Services, LLC 1
  • 2. What It Is Why You Need it Why You Want it The Business Valuation Process Gift & Estate Tax Considerations Pharr Valuation & Business Services, LLC 2
  • 3. A Business Valuation is an analysis of a business interest to determine the value of the business as a whole or for a specific interest in that business, such as a minority or controlling interest. Pharr Valuation & Business Services, LLC 3
  • 4. Determine the Purpose of the Engagement.  Who is the Engagement For?  What is the Interest Being Valued?  Whose standards are being followed?  What Standard of Value will be used?  What is the Premise of Value?  What Valuation Method will be used?  Company, Industry, Financial, & Economic Analysis.  Premiums & Discounts.  Determination of Value.  Pharr Valuation & Business Services, LLC 4
  • 5. Gifting of interest to future generations.  Estate Planning to minimize estate taxes.  Determine the value of your business in your  estate. IRS requires it.  Pharr Valuation & Business Services, LLC 5
  • 6. Selling a business  If the price is too high you can lose potential Buyers.  If the price is too low, you leave money on the table.  Buying a business  You don’t want to pay more that a business is worth.  Allocation of purchase price for a merger or  acquisition Buy/Sell agreements  Marital dissolution  Pharr Valuation & Business Services, LLC 6
  • 7. Business Owner  Prospective buyer  Seller  Executor of an estate  Pharr Valuation & Business Services, LLC 7
  • 8. Entire company  Controlling interest  Minority interest  Pharr Valuation & Business Services, LLC 8
  • 9. American Institute of Certified Public  Accountants National Association of Certified Valuation  Analyst The Appraisal Foundation’s Uniform  Standards of Professional Appraisal Practice Pharr Valuation & Business Services, LLC 9
  • 10. Fair Market value  Fair market Value is the price at which the property would change  hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. The hypothetical buyer and seller are assumed willing and able to make the transaction. Investment or Strategic Value  Value to a particular Investor.  Intrinsic Value  Inherent value of just the item itself.  Fair Value  Generally a state or court defined term which may vary from state  to state. Liquidation Value  Value at liquidation.  Pharr Valuation & Business Services, LLC 10
  • 11. Going Concern  The business will continue to be operated in its  current form. Liquidation  Orderly liquidation – Assets have exposure to both  primary and secondary markets for a reasonable amount of time. Forced liquidation – Assets do not have exposure to  markets for a reasonable amount of time. Pharr Valuation & Business Services, LLC 11
  • 12. Income Approach  Value based on income and cash flow over a period  of time. Asset Approach  Value based on current value of assets.  Market Approach  Value based on financial ratios from similar public  companies or transactions involving sales of other similar companies. Pharr Valuation & Business Services, LLC 12
  • 13. Financial analysis  Company history & analysis  Industry analysis  Analysis of national, regional & local economy  Pharr Valuation & Business Services, LLC 13
  • 14. Control Premiums  A premium added to the value when a controlling  interest is transferred or sold. Minority Interest Discount  A discount applied to the value of a minority  interest. Discount for Lack of Marketability  Discount taken for the time it will take to sell the  interest as opposed to calling a broker and selling stock in a public company and getting your money in 3 days. Pharr Valuation & Business Services, LLC 14
  • 15. Using the income, asset, or market  approach, determine the value of the company before discounts and premiums Apply appropriate discounts or premiums  Determine the “Estimate of Value” of the  interest being valued. Pharr Valuation & Business Services, LLC 15
  • 16. Disclaimer:  I am not a Tax Attorney.  This should not be taken as tax or estate planning  advice, but only as issues and areas to consider. You should consult a experienced estate tax  attorney when considering any gift or estate tax planning ideas or issues. Pharr Valuation & Business Services, LLC 16
  • 17. Fair market value is the standard of value that  must be used in valuing a business or business interest for gift and estate taxes. Gifting business interest to future generations  Gets the value of the business interest out of your  estate and any future appreciation in value of that Interest. When minority interests are gifted, the same  minority interest discounts and marketability discounts that apply to sale and purchase transactions apply to gifting transactions. Pharr Valuation & Business Services, LLC 17
  • 18. If the building is in another entity such as an LLC or  Family Limited Partnership (FLP), gifting this interest will also reduce the value of your estate.  This can be especially useful in gifting interest to children who do not want to be active in the family business.  A larger interest in the real estate LLC of FLP can be gifted to these children and correspondingly a larger interest in the family owned business can be gifted to children wanting to work in the business. Pharr Valuation & Business Services, LLC 18
  • 19. Why Do It Now  The values of companies in our industry are as low  as they have been in recent history. Gifting interest now, while the values are  low, enable you to gift a larger interest than when values are higher. This removes more value from your estate, thereby  reducing future estate taxes. We know what gift and estate taxes are today, that  they are supposed to go away in 2010 and that they are scheduled to revert back 2001 levels in 2011. Pharr Valuation & Business Services, LLC 19
  • 20. Why Do It Now  We don’t know if or when that will change. There is  talk in Congress about changing the estate tax laws before 2011. Few expect the repeal of the Estate Tax in 2010 to stay in effect. Many think the exemption will be between 2.5 million and the current 3.5 million with maximum rate of 45%. No one knows for sure. Given the current economic and monetary  conditions, the stimulus and bailout packages, estate taxes may be looked at as a attractive source of revenue. Because, with the exception of a few locations, dead people don’t vote. Pharr Valuation & Business Services, LLC 20
  • 21. I appreciate having the opportunity to speak with you today If you have any other questions or want additional information, please feel free to contact me. Dan Pharr Pharr Valuation & Business Services, LLC 2420 Newquay Lane Richmond, VA 23236-1362 Office: 804-332-5458 Cell: 804-370-3040 Email: Dan@PharrValuation.com Website: www.PharrValuation.com All Valuation Engagements are held in the strictest confidence including client identities. Pharr Valuation & Business Services, LLC 21