Tangible and Intangible Property Valuation Due Diligence Procedures Casey D
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Property Valuation Thought Leadership Tangible and Intangible Property Valuation Due Diligence Procedures Casey D. Karlsen and Robert F. Reilly, CPA One component of many asset-based approach business valuation analyses is the valuation of the subject company’s tangible property assets and/or intangible property assets. This discussion summarizes what valuation analysts (“analysts”)—and other parties who rely on business valuation analyses—need to know about the analyst’s property valuation due diligence procedures. NTRODUCTION For purposes of this discussion, tangible proper- I ty includes (1) real estate and (2) tangible personal The asset-based approach to business valuation property. And, for purposes of this discussion, intan- involves the valuation of the tangible property and gible property includes (1) intangible real property, the intangible property of the subject business enti- (2) intangible personal property, and (3) intellectual ty. This statement is obvious for the application of property. the asset accumulation (“AA”) method of the asset- based approach. This statement is also true for the This discussion focuses on the due diligence pro- application of the adjusted net asset value (“ANAV”) cedures that analysts should perform in the process method of the asset-based approach. of valuing tangible property and intangible prop- erty in the application of the asset-based approach The ANAV method typically involves the aggre- analysis. gate revaluation of all of the subject company assets through the application of the capitalized excess Before starting the quantitative valuation analy- earnings method (“CEEM”). The CEEM quantifies sis, the analyst should understand: one of the following: 1. the subject company assets and 1. Aggregate intangible value in the nature 2. the bundle of legal rights subject to the of goodwill (i.e., the total valuation adjust- valuation. ment to the subject company net asset value) The analyst should also understand the business- 2. Aggregate economic obsolescence to be valuation-related purpose and objective of the prop- applied to all company assets valued by ref- erty valuation. erence to the cost approach The analyst should understand that the asset- based approach is a generally accepted business However, the ANAV method can also involve the valuation approach that may be used for transac- revaluation of individual categories of subject com- tion, taxation, financing, planning, litigation, or pany tangible property or intangible property. other purposes. Accordingly, valuation analysts (“analysts”) may Before selecting and performing the property also include the revaluation of individual categories valuation procedures, the analyst should perform of tangible property or intangible property in the reasonable due diligence procedures. This discus- application of the business valuation asset-based sion summarizes both the data gathering procedures approach. 42 INSIGHTS • WINTER 2018 www .willamette .com and the due diligence procedures that analysts typi- The analyst may inquire about the operation of cally conduct during the asset-based approach valu- the asset within the company. In these inquiries, ation of the subject company tangible property or the appraiser may also pose the following ques- intangible property. tions: 1. Does the asset contribute to the generation of the company operating income? SUBJECT COMPANY DATA 2. Does the asset contribute to the genera- GATHERING tion of company ownership (i.e., royalty) income? If this information is available and relevant, the ana- lyst typically requests information from the subject 3. Has the company ever been approached company with respect to the following: with a sale, license, or other offer regarding the asset? 1. The historical development and mainte- nance of the subject property categories or asset(s) 2. The subject company business operations SUBJECT COMPANY ASSET DATA 3. The operations of the individual subject GATHERING company asset(s) In any business-valuation-related property apprais- al, the analyst typically considers the economic ben- efits related to the subject asset. These economic Sometimes, such subject company information benefits could be considered from the perspective simply is not available. It is not uncommon for of the current owner/operator company, another subject companies to create (or maintain) relatively individual owner/operator, or the market in gen- few documents or data regarding the operation of eral (or the population of hypothetical asset owner/ their individual assets. If the analyst is working for operators). an opposing litigant, it may be difficult to obtain all of the asset-specific information that he or she These asset-generated economic benefits could would like. include any or all of the following: Also, depending on the type of subject com- 1. Some measure of operating income pany asset and on the property valuation approach 2. Some measure of license income selected, certain information may be more or less relevant. For a subject company asset that may 3. Some protection of alternative income be valued using a cost approach method, informa- sources (e.g., through forbearance) tion regarding the asset development process may 4. Some measure of risk reduction (e.g., be particularly relevant. For a subject company through licenses, contracts, or other com- asset that may be valued using an income approach petitive advantages) method, information regarding the asset develop- 5. Some deferral or reduction of expenses, ment process may be less relevant. capital costs, or other investments The analyst may inquire about the subject company general business operations. The subject company business operations are the environment The analyst may inquire as to how the subject in which the asset actually operates. In these inqui- company management perceives the economic ben- ries, the analyst may request descriptions of the efits associated with the individual asset or proper- following: ty. This inquiry could include the historical benefits to the subject company, the current benefits to the 1. How the asset functions within the subject subject company, and/or the prospective benefits to company subject company. 2. How the asset contributes to the operations The subject company management is often in of the company a knowledgeable position to identify and quan- 3. How the asset functions with respect to tify these economic benefits. However, the analyst other subject company tangible assets and should be mindful that the company management intangible assets is not the analyst. Therefore, the analyst should perform reasonable due diligence procedures with 4. How company employees use, maintain, regard to any data provided by the subject company protect, or commercialize the asset management. www .willamette .com INSIGHTS • WINTER 2018 43 DUE DILIGENCE 3. The analyst should compare the financial “[T]he analyst may projections to guideline public company PROCEDURES financial projections. Many publicly trad- be interested in ed guideline companies provide multiyear FOR THE SUBJECT the company man- financial projections to the market of secu- COMPANY DATA rity analysts; security analysts also provide agement’s ability With regard to the historical multiyear financial projections for the pub- to accurately pre- benefits from the asset/prop- licly traded guideline companies that they erty ownership, the analyst follow. The analyst may consider if the dict future results may compare such company- company projection variables (e.g., growth of operations.” provided statements with the rates, profit margins) are (or are not) in line company historical financial with guideline public company financial statements. Presumably, the projections. claimed revenue increase, expense decrease, or any 4. The analyst should compare the company other asset economic benefits are evident in the financial projections to published industry company historical results of operations. benchmark projections. Trade associations, financial reporting agencies, industry con- Likewise, the impact of any asset or property sultants, and others publish both (a) com- benefits may be included in the subject company pilations of industry financial ratios and current financial statements. That is, whatever (b) outlook projections for various indus- economic benefit that is identified by the subject tries. The analyst may consider the reasons company (e.g., increased product selling price, why the company projection variables (e.g., decreased operating expense, etc.) may be encom- growth rates, profit margins) are not in line passed in the company results of operations. with published industry benchmarks. Often, the company management expresses the subject asset or property benefits in terms of financial or operational projections. This economic TRATEGIC AND OMPETITIVE contribution is converted into a value indication S C when the analyst performs a profit split, multipe- ANALYSIS riod excess earnings, capitalized excess earnings, or Before selecting or performing any property valua- similar property valuation method analysis. tion methods, typically the analyst will consider the Before performing such property valuation anal- competitive position of the subject asset or prop- yses, the analyst should subject these financial erty. This procedure often involves an assessment of projections to various due diligence procedures, the subject asset competitive strengths, weaknesses, including the following: opportunities, and threats