Global BV News: PPAs in India
Almost a third (28%) of the enterprise value of acquired companies in India was allocated to identified intangible assets, and 35% was attributable to goodwill, with the allocation varying considerably from industry to industry, according to an EY study on purchase price allocations (PPAs).
Taylor Precision Prods. v. Larimer Grp., Inc.
In the damages portion of this complex suit, the court determined damages based on the plaintiff’s expert’s determination and report of same. It awarded damages on the first component of his damages calculation, the damages based on an adjusted “lost” EBITDA, but not on the second component, which the court deemed to be speculative.
Plaintiff Awarded Direct Damages But Not Speculative ‘Growth Damages’
In the damages portion of this complex suit, the court determined damages based on the plaintiff’s expert’s determination and report of same. It awarded damages on the first component of his damages calculation, the damages based on an adjusted “lost” EBITDA, but not on the second component, which the court deemed to be speculative.
Internal billings trigger M&A damages; GPCM prevails
A case in Delaware Chancery Court shows that the court will not award damages from an M&A transaction gone bad when the calculations are based on speculative lost synergies.
NetApp, Inc. v. Cinelli
The defendant hid improper recording of revenue from use of internal software in unaudited financial statements that were represented to be GAAP-compliant. The defendant was held to have breached the merger/sale contract in a manner that resulted in fraud. The plaintiff was awarded damages. The court accepted the expert’s GPCM as the most “responsible estimate” of the private company’s value as it was presented to the plaintiff.
Seller Breached Terms of Merger Agreement Including That Statements Were GAAP-Compliant—Expert’s GPCM Accepted
The defendant hid improper recording of revenue from use of internal software in unaudited financial statements that were represented to be GAAP-compliant. The defendant was held to have breached the merger/sale contract in a manner that resulted in fraud. The plaintiff was awarded damages. The court accepted the expert’s GPCM as the most “responsible estimate” of the private company’s value as it was presented to the plaintiff.
Bankruptcy Court Uses Purchase Price Allocation to Determine Value
In the case of In Re S-Tek 1, LLC, the Bankruptcy Court utilized the purchase price allocation (PPA) as a reference to determine some of the values of specific assets as of the date of the purchase transaction, which led to some interesting results.
BV News and Trends July 2022
A monthly roundup of key developments of interest to business valuation experts.
Healthcare whistleblower case regarding FMV can proceed
The CFO of a healthcare provider blew the whistle on his former employer, alleging it overpaid for a surgery center in order to induce it to refer future business.
Kuzma v. N. Ariz. Healthcare Corp.
The defendants in this qui tam case asked for summary judgment against the plaintiff Relator, who had alleged violations of the False Claims Act as it related to the sale of Surgery and Rehabilitation Centers by the defendants. Relator brought suit against the defendants, alleging they violated the FCA by overpaying the physician-owners of the Summit Center to reward them for past business and to induce future business in violation of the federal Anti-Kickback Statute. The defendants advanced three arguments in favor of summary judgment: (1) the acquisition price paid for the Summit Center was fair market value; (2) Relator had no evidence that the defendants acted with the requisite scienter; and (3) Relator cannot show a causal link between the alleged kickback and the submission of false claims.
U.S. District Court Partially Denies Motion for Summary Judgment Regarding Qui Tam Case on Excess Purchase Price Under the False Claims Act
The defendants in this qui tam case asked for summary judgment against the plaintiff Relator, who had alleged violations of the False Claims Act as it related to the sale of Surgery and Rehabilitation Centers by the defendants. Relator brought suit against the defendants, alleging they violated the FCA by overpaying the physician-owners of the Summit Center to reward them for past business and to induce future business in violation of the federal Anti-Kickback Statute. The defendants advanced three arguments in favor of summary judgment: (1) the acquisition price paid for the Summit Center was fair market value; (2) Relator had no evidence that the defendants acted with the requisite scienter; and (3) Relator cannot show a causal link between the alleged kickback and the submission of false claims.
BV News and Trends May 2022
A monthly roundup of key developments of interest to business valuation experts.
PPA breakdown for air freight and logistics firms
Goodwill represents 56% of the purchase price in recent transactions in the air freight and logistics industry, reports Valuation Research Corp. (VRC).
Houlihan Lokey updates its PPA study
Analysts at Houlihan Lokey have released its 2019 and 2020 Purchase Price Allocation Study, which examines key data points of purchase price allocations (PPAs) recorded by U.S. public registrants.
Purchase price equals value of business caught up in divorce
In Wisconsin, the valuation opinions of two experts were deemed not credible for a business caught up in a marital dissolution.
Dettloff-Meyer v. Meyer
The husband in this divorce case appealed the circuit court ruling that relied on the purchase price of the business less than a year before the valuation date. The purchase was made from the wife’s parents at a price the parents determined of $500,000, most of which was goodwill. After an initial ruling from the circuit court accepting the value less debt of the husband’s expert, the wife asked for a reconsideration. The Circuit Court granted the reconsideration and found a value of the business of $45,230. The husband appealed the reconsidered decision of the circuit court. The appellate court determined that the circuit court’s use of the purchase price was not erroneous.
Wisconsin Appellate Court Affirms Purchase Price as Value of the Business in a Divorce Matter
The husband in this divorce case appealed the circuit court ruling that relied on the purchase price of the business less than a year before the valuation date. The purchase was made from the wife’s parents at a price the parents determined of $500,000, most of which was goodwill. After an initial ruling from the circuit court accepting the value less debt of the husband’s expert, the wife asked for a reconsideration. The Circuit Court granted the reconsideration and found a value of the business of $45,230. The husband appealed the reconsidered decision of the circuit court. The appellate court determined that the circuit court’s use of the purchase price was not erroneous.
The Myth of the Healthcare Multiple
For most, the concept of a valuation multiple is easy for market participants to understand. Unfortunately, this simplicity of concept leads to widespread misapplication of valuation multiples and often results in sellers having unreasonable expectations. In the myth of the multiple, healthcare valuation expert Jason Ruchaber, CFA, ASA, will separate fact from fiction and explore the real financial and compliance considerations that drive FMV and purchase price in healthcare transactions.
Benchmark Data on Contract-Based Intangible Assets and Remaining Useful Lives
Many contract-based relationships represent identifiable intangible assets that require valuation apart from goodwill. The data here are from the third edition of Benchmarking Identifiable Intangibles and Their Useful Lives in Business Combinations, which includes data from almost 16,000 purchase price allocations.
Updated Data Help Appraisers With RULs of Intangible Assets
To estimate the expected remaining useful life (RUL) of an intangible asset, it can be helpful to see how other appraisers have assigned RULs to similar assets in the subject industry. Data on 18 identifiable intangible types (also broken down by industry) culled from almost 16,000 purchase price allocations (PPAs) have been assembled into the third edition of Benchmarking Identifiable Intangibles and Their Useful Lives in Business Combinations.
BV News and Trends October 2021
A monthly roundup of key developments of interest to business valuation experts.
New course on intangibles debuts at the October ASA conference
A new advanced course on the valuation of intangible assets will make its debut at the ASA International Appraisers Conference in Las Vegas.
BVR releases updated data on identifiable intangibles
Data from almost 16,000 purchase price allocations (PPAs) are included in Benchmarking Identifiable Intangibles and Their Useful Lives in Business Combinations, 3rd edition, which has just been released.
Benchmarking Identifiable Intangibles and Their Useful Lives in Business Combinations
Join Ray Rath for key insights on the determination of the economic and useful (amortization) lives for intangible assets. The course provides an overview of key accounting guidance pertaining to the valuation of intangible assets. A detailed focus on the estimation of an economic life for intangible assets is included. The event will also include insights on industry-specific factors impacting the valuation and economic lives of different types of intangible assets. A discussion of purchase ...
Sneak preview of updated data on identifiable intangibles
Get an advance look at the new edition of a guide that analyzes data on the useful lives of intangible assets culled from over 15,000 purchase price allocations.
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