Family Owned Businesses in Divorce · 2020. 4. 24. · Based upon discussions with the owners as to...

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Family Owned Businesses in Divorce:Understanding the Issues

and Creating Liquidity

Michael R McLaughlin, CFA,ASA, CVASigma Valuation Consulting914.331.0077/[email protected]

Ivy H Menchel, CFP®, CDFA®, CBEC®Family Wealth Planning [email protected]

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POLL

#1

©2020 Michael R McLaughlin, CFA, ASA, CVA Ivy H Menchel, CFP®, CDFA®, CBEC®

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Objectives

• Expand knowledge • Understand issues• Explore options for creative solutions• Build sustainable agreements


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Objectives


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Privately Owned Business Issues

• Business Owner Mindset• Non-Owner Spouse Mindset• The Liquidity Dilemma • Valuation Methods• Cash Flow• Loans• Double Dipping• Creating Liquidity


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Privately Owned Businesses

• Primary source of income• Strong emotional attachment • Source of perquisites • May hold other assets of significant value.


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Business Owner Mindset

• Protect business• Minimize value

•Tax implications


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Non-Owner Spouse Mindset

• Maximize value• Cash cow perception• Benefits


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Real Estate

Savings and investmentsRetirement

accounts

Business

Asset Allocation

The Liquidity Dilemma


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Property Division Process

• Identify/Categorize• Value• Distribute


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Lessons From a Business Valuation

• Value of the business/interest • True earnings/cash flow of the business

o Unreported incomeo Perks

• Unusual/nonoperating assets or liabilities• Economic, industry and risk factors


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Common Business Valuation Issues

• Cutoff date – valuation date• Standards of value• Discovery• Determining True earnings/cash flow of the business

• Unreported income• Perks (autos, insurance policies, telephone, utilities, other)

• Shareholder Loans• Unusual/nonoperating assets or liabilities of the business• Appreciation• Double Dip


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POLL

#2


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Cutoff Date – Valuation Date

• Agreed upon date for determining the value of the marital estate’s interest in its assets and liabilities.

• The courts have found that the selection of the cutoff date should not preclude consideration of events after that date if material.

• Cutoff date establishes the valuation date, but• Some courts have drawn a distinction between “Active” assets (those

whose value depends upon the labor of a spouse) and “Passive” assets (those ( those whose value depends on the labor of a spouse)

• For businesses (and all other assets of the marital estate including bank accounts, savings accounts, retirement accounts, credit cards), (“Active” Assets) the cutoff date is the date of commencement or as early as practicable.


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Cutoff Date – Valuation Date: Implications

• The cutoff date establishes • The valuation date of the business• Date for discovery (but does not preclude discovery for periods after)• The date of the balance sheet that’s used to value the company• What’s known and knowable

• Typically value is calculated using financial information for the fiscal year closest to the cutoff date, taking into consideration events that may have occurred between the two.• Appraisals of Real Estate owned by the business – use similar cutoff date.

• Covid-19 Pandemic• Cutoff dates prior to February 19-21, 2020 – valuation should probably not

take into consideration Covid-19 – after that date, Covid-19 outbreak should be considered.

• Mandatory Subsequent events valuation©2020 Michael R McLaughlin, CFA, ASA, CVA Ivy H Menchel, CFP®, CDFA®, CBEC®

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Discovery

Documents typically requested might include

• Business and Personal Tax Returns• General Ledgers• Tax Preparer’s Tax Compilation Worksheet• Operating / Shareholder / Partnership Agreement• Personal & Business Bank Statements (with copies of checks)• Personal & Business Credit Card Statements• Loan Applications & Loan Documents• Payroll & Sales Tax Returns• Completed Business Questionnaire• Prior Appraisals of the Business or Ownership Interests


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Definition of Value – Value to Whom?

• Standard of Value• Fair Market Value – value in exchange• Fair Value/Value to the Holder – value in hands of the owner• NYS – most directives refer to FMV, but in practice both FMV

and FV/VTH are used

• Operational Premise of Value• Going Concern• Liquidation Value

• Orderly Liquidation• Liquidated Value


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Fair Market Value vs. Value to the Holder

• No Market to begin with (not saleable or transferable –contractual restrictions in the operating agreement)

• Fractional interest in a large professional partnership• There may or may not be a market

• Depends upon the facts of the case• Example: Commissioned sales representative

• Likely marketable or saleable – fractional interest –subject to discounts

• 30% interest in a well run and organized business©2020 Michael R McLaughlin, CFA, ASA, CVA Ivy H Menchel, CFP®, CDFA®, CBEC®

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Fair Market Value(Value in exchange)

• The price at which property would change hands between a willing buyer and a willing seller, neither being under compulsion to buy or sell and both having reasonable knowledge of relevant facts. This definition assumes payment in cash or its equivalent. Revenue Ruling 59-60.

• Assumes the asset is marketable, saleable and transferable.• Examples of businesses when this standard of value is used:

• Where the owner (in their role as an employee) can be replaced• Entities that hold real estate• Where there is a clear market for the business• No legal restrictions of selling the business

• Implicit in FMV standard is that Discounts for Lack of Marketability and Lack of Control are often, but not always applied


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Fair Value/Value to the Holder (Value in the hands of the owner)

• Not attributable to a hypothetical buyer but to a specific buyer – which is the current owner. The cash flow being valued is what the owner receives not what the company generates.

• Factors that drive value: • How much longer they will own/operate the business, • Level of compensation the owner will continue to earn in excess of

his replacement/reasonable comp.

• Examples of business when this standard of value is used• Fractional interest in a Medical Practice• Fractional interest in a Law Practice• Fractional interest in a n Accounting Firm• Commissioned sales representative• Small interests in family owned businesses (where its unrealistic to

assume a sale of a fractional interest)• No or nominal discounts are considered as ownership is not

changing hand.©2020 Michael R McLaughlin, CFA, ASA, CVA Ivy H Menchel, CFP®, CDFA®, CBEC®

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Fair Value vs. Value to the Holder

Fair Market Value

Value to the Holder

Value Indications of Company $5,000,000 $5,000,000

30% ownership Interest 1,500,000 1,500,000

Valuation DiscountsLack of control 10% (150,000) -

1,350,000 1,500,000 Lack of marketability 25% (337,500) -

Value Indicationof a 30% Interest in Company $1,012,500 $1,500,000


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Valuation Approaches

• Income Approach• Discounted Cash Flow Method• Capitalization of Earnings Method • Excess Earnings Method (Fair Value/Value to the holder)

• Attempts to determine the amount of goodwill and adds it to the company’s/partners net assets/capital account

• Market Approach• Public Company Guideline Method• Private Transaction Guideline Method

• Asset Approach• Going Concern Value (Commonly used for companies holding

Real Estate)

• Liquidation value©2020 Michael R McLaughlin, CFA, ASA, CVA Ivy H Menchel, CFP®, CDFA®, CBEC®

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True Earnings/Cash Flow of the Business

• Value is forward looking – use historical information only as a guide to help estimate the future.

• Start with Reported Earnings• Adjust reported earnings to find “true economic

earnings”

• FMV - Determine what a potential buyer would have received on an historical basis to estimate future earnings/cash flow

• FV/VTH - Determine the economic benefits the current owner will actually received


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Getting to True Earnings/Cash Flow

• Adjustment for Replacement/Reasonable Compensation• Often the largest adjustment• What should the company reasonably expect to pay for the

work being done. Not what the owner/spouse is capable of earning.

• Sometimes for multiple jobs• Based upon discussions with the owners as to the nature of

his work

• Based upon research from outside sources• The resulting compensation figure should can/should be used

for determining maintenance.


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• Non-Business Expenses - Personal Expenses paid by the Business

• Understand how they are reported and if they are deducted • Direct (Check/bank card) or through credit cards• Increasingly PayPal and some bitcoin

• Typical non-business expenses• Travel, vacations, entertainment, meals• Auto leases or loans, auto insurance, gas, tolls, repairs• Insurances – health, life • Utilities, phone, club memberships, clothes, Amazon charges

• Sometimes difficult to determine. Inevitably involves some subjective decisions by the analyst.


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• Unreported Income/Cash• Look at corporate and personal bank statements for unexplained

deposits

• Look to industry margins – cost of goods, gross profit, salaries, rent

• Lifestyle of the parties• Knowledge of the business by non-titled spouse• Reports or sources of recording receipts other than deposits to

bank• Cash receipts ledgers or notebooks• Cash register tapes• Billing systems• Gallons sold reports


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• Analyzing the accounting information for perks and performing additional analysis to determine the level of unreported cash income is the most expensive part of the valuation process

• Involves a lot of subjectivity• Another approach is to

• Reach an agreement on the amount of Perks• Reach an agreement on the amount of unreported cash

• Reduces costs and speeds up the process• Business evaluators can provide parties with a range of

values for the parties to judge whether additional work is necessary.


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Valuation of ABC, Inc.

2017 2018 2019Revenues $921,000 $911,000 $1,050,000Costs 838,000 819,000 870,000 Pretax Income 83,000 92,000 180,000

AdjustmentsUnreported Cash 25,000 25,000 25,000 Perks 35,000 35,000 35,000

Adj Pretax Income 143,000 152,000 240,000 Weight 1 2 3Weighted Pretax Income 194,500 Taxes at 35% (68,075) Aftertax Income 126,425 Capitalization Rate 13.0%Value of a 100% Interest $972,500


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Change in Value of ABC, Inc.

Change in Estimated Unreported Cash

972,500 ($15,000) ($7,500) $0 $7,500 $15,000($15,000) 822,500 860,000 897,500 935,000 972,500($7,500) 860,000 897,500 935,000 972,500 1,010,000

$0 897,500 935,000 972,500 1,010,000 1,047,500$7,500 935,000 972,500 1,010,000 1,047,500 1,085,000

$15,000 972,500 1,010,000 1,047,500 1,085,000 1,122,500Cha

nge

in

Estim

ated

Pe

rks

Unreported Cash of $25,000 +/- $15,000Perks of $35,000 +/- $15,000

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Other potential issues disguising true income

• Not billing clients timely – look at A/R – historical ratios, aging

• Prepayments of expenses• Over-withholding taxes – look for potential refunds• Timing of deposits (revenues) – look at beginning of year

statements• For smaller companies we almost always perform a deposit

analysis

• Loans – review G/L and cash flow statements©2020 Michael R McLaughlin, CFA, ASA, CVA Ivy H Menchel, CFP®, CDFA®, CBEC®

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Titled Spouse’s Income from Business Valuation Analysis

• In order to prepare a business valuation, the evaluator must determine the income generated by the business for the owner

• Can be used to determine titled spouse’s income• Perks and unreported income flow into the titled spouse’s

income

• Often instructed by the Court to perform both• Income analysis for determining maintenance and child

support usually includes most recent period – beyond the DOC/cutoff date


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Income for BV purposes vs. Maintenance/Child Support


For the Yeard Ended Cutoff Date After CutoffRevenues $1,257,895 $1,345,948Owner's Salary 250,000 257,500 Costs 698,772 747,686 Pretax Profit 309,123 340,762

Adjustments for Personal ExpensesReplacement Comp 50,000 51,500 Auto 15,000 16,050 Travel 4,500 4,815 Memberships 5,000 5,350 Insurance 5,000 5,350

Adjusted Pretax Earnings $388,623 $423,827 For BV

Income AnalysisSalary $250,000 $257,500Depreciation in Excess of SL 35,756 44,209 Income for Maintenance $674,379 $725,536 For Income

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Earnings vs. Cash Available for Distribution

• Net Earnings of a business are equal to total revenues less total costs.

• It is not the same as cash available for distribution• Costs include non-cash items – depreciation,

amortization.• A company may have cash out flows associated with

• changes in working capital, • capital expenditure and• debt


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Disposable Income vs. Cash Available to Owner


For the Yeard Ended Cutoff DateRevenues $1,257,895Costs 948,772 Pretax Profit 309,123 Salary 250,000 Adjustments 79,500 Depreciation in Excess of SL 35,756 Income for Maintenance $674,379Taxes on Salary & Profit @ 35% (195,693) ∆ Accounts Receivable/Inventory (35,980) ∆ Accounts Payable 15,000 Principal Repayment (50,000) Cash Available for Distribution $373,583

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Loans From Shareholders to Company–Is it a loan or equity or something else?

• Is the loan documented?• Has interest or principal been paid?• Investigate origin of the loan and timing of the amounts lent or

repaid.• Did the company need the loan and what were proceed used for?• The company’s cash balance for the several months after the loan was

advanced• Is owner trying to hide money or reduce the value of the subject

company?• Source of loan

• Is it from one shareholder or several?• Is the amount each shareholder advanced in proportion to their

ownership interest?• Impact on valuation


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Loans from Shareholders

• If the loan appears to be real, then there is an asset on the personal balance sheet.

• When It’s not a loan, it’s equity on the balance sheet of the company and there is no asset on the personal balance sheet of the titled-spouse.

• Treatment• Increase equity by the amount of the loan.• Remove any interest that has been paid from the income statement• Remove any principal that has been paid from historical cash flow.


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Loans to Shareholder from a Company

• C-Corp• Is the loan a means for the owner to take money out of the firm

on a tax-free basis.

• Pass-thru company• May be a way to pass thru earnings to one shareholder at the

expense of the others.

• Check documentation and take appropriate action.


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Shareholder Loans and Equitable Distribution

• Spouse took money out of the HELOC and lends it to his business• Potentially reduces a marital asset at the expense of the non-titled

spouse

• Can be handled by recognizing that the martial estate has both an asset (loan to company) and a liability (loan on a house) or with credits between the parties

• HELOC will likely go with the house, unless repaid• S/H Loan can go to either party

• If S/H Loan is distributed to the non-titled spouse, S/H Loan should be properly documented with market interest and principal repayment schedules.


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MaritalEstate Wife Husband Total

Asset/Lia W H W H Asset Asset

Business $790,000 30.00% 70.00% $237,000 $553,000 $790,000 $790,000

House 650,000 50.00% 50.00% 325,000 325,000 650,000 650,000 HELOC (100,000) 50.00% 50.00% (50,000) (50,000) (100,000) (100,000)

Loan Receivable 100,000 50.00% 50.00% 50,000 50,000 100,000 100,000

Other Assets 150,000 50.00% 50.00% 75,000 75,000 87,000 63,000 150,000

Total $1,590,000 $637,000 $953,000 $637,000 $953,000 $1,590,000

Equitable Distribution

% Award $ Award

The $790,000 business value includes the loan due to shareholder.


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• What if the company paid the loan back, but the HELOC was never reduced?

• Did both spouses enjoy the benefit of the repaid loan?• If not, the non-titled spouse should probably receive a credit.

• What if the house is separate property and the HELOC was taken during the marriage?

• Did the balance of the HELOC exceed the net Equity in the house at the time of marriage?


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$200,000

Book Atl 1 Alt 2ABC Plumbing $700,000 $700,000Loan to QRS 150,000 85,714 Loan to XYZ 300,000 300,000

1,150,000 1,085,714 700,000

XYZ Real Estate 500,000 500,000 Loan to QRS 200,000 114,286 Loan from ABC (300,000) (300,000)

400,000 314,286 500,000

QRS Real Estate 200,000 200,000 Loan from ABC (150,000) (85,714) Loan From XYZ (200,000) (114,286)

(150,000) - 200,000

$1,400,000 $1,400,000 $1,400,000

ABC Plumbing QRS Real Estate

XYZ Real Estate

$300,000

$150,000


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POLL

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Separate Property involving a Business

• Most separate property claims can be determined through tracing.

• Businesses require a valuation at the date of marriage or inheritance.

• Spouse making the separate property claim must provide evidence in support of the claim and value.


DOM Gift Inheritance Cutoff Date5/21/10 8/15/17 10/30/18 12/31/19

Value of the Business (100%) $1,500,000 $2,000,000 $2,100,000 $2,500,000

Share Owned/Gifted 25% 25% 50%

Value of a 25% Interest $375,000 $625,000 $250,000Value of a 25% Interest $500,000 625,000 125,000 Value of a 50% Interest $1,050,000 1,250,000 200,000

Appreciation in Marital Estate $575,000

Appreciation

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Appreciation Analysis

• Often there is inadequate information to perform a formal valuation as of the date of marriage

• Can use an agreed upon procedure.• For example if only one year’s tax returns are available at DOM

• Market approach using a multiple of Sales at both DOM and other valuation dates

• Such a valuation would not stand up in Court but could be used for negotiating purposes by the parties.


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Double Dipping

• Counting the same income stream twice• Computing a value based, at least in part, on the spouse’s future

earnings for property division, and then using the same future earnings as a basis for determining spousal support.

• Historically double dipping has been applied to the income associated with licenses and degrees (license valuation -intangible and unmarketable assets)

• In the context of a business it’s a little more complicated.


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Double Dipping – Relevant Case Law

• Relevant Case Law• McSparron v. McSparron – Avoid using Professional Practice’s

Earnings for Maintenance

• Grunfeld v. Grunfeld - “once the court converts a specific stream of income to an asset, that income may no longer be calculate into the maintenance formula and payout”

• Keane v. Keane – allows double dipping on tangible assets, but not intangible Assets where the income stream indistinguishable from the asset; establishes the idea of active/passive assets

• Groesback v. Groesbak – court allowed double dipping because the business is a tangible, income producing assets (per Keane v. Keane)

• Palydowycz v. Palydowicz – business not intangible, permits double dipping

• (Steneken v. Steneken (NJ) – rejected concept of double-dipping [look at dissenting opinion])


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Case for Allowing Double Dipping

• The titled spouse can walk away, and the business still functions as it has in the past

• No or little goodwill• Titled spouse is not able to control the business• Determining maintenance and equitable distribution are

serving distinct purposes, therefor double dipping is allowed

• Corporate form – tax pass through entity vs C-Corp


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Case Against Allowing Double Dipping

• When the titled spouse has an important role in continuing the Business.

• The success of the business asset is dependent upon the future efforts of the titled spouse.

• The business asset is the sole income stream of the maintenance payor.


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2016 2017 2018 Average/ Valuation

K-1 Adj. Earnings $670,000 $560,000 $650,000 $600,000Replacement Comp 275,000 275,000 275,000 275,000 Pretax Income 315,000 285,000 375,000 325,000

Taxes @ 35% 138,250 99,750 131,250 113,750 After-tax Earnings $256,750 $185,250 $243,750 211,250

Return on Capital Account: (12,670) Excess Earnings: 198,580

Valuation Multiple: 2.50 Use Adj Earnings Value of Goodwill: 496,450 Not Dividends Capital Account: 181,000

Value of Company: $677,450

ABC Company, LP

Double Dip – Underlying Valuation

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Providing for Double Dipping

Business

Equitable DistributionHusband's Award % 80% 80% 80%Wife's Award % 20% 20% 20%

Salary(Return on Labor

$275,000 $275,000 $275,000 $275,000

Pretax Earnings(Pretax Return on Equity) 325,000 325,000 325,000 325,000

% Included in Maintenance

100.00% 100.00% 0.00% 80.00%

Total 325,000 325,000 - 260,000

Income for Maint. $600,000 $600,000 $275,000 $535,000

Double Dip

Allowed

No Double

DipAlternative

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Double Dipping - Other Factors to Consider

• Uncertainty of Business Valuations• Risk of continued ownership

• Equitable distribution to the non-titled spouse effectively insulates themself from future risk; exposes the titled spouse to the risks of owning/operating

• Cash Flow vs. Earnings• Taxes – non-titled spouse has received a tax-free

distribution of the company’s value without paying capital gains tax


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Creating Liquidity From a Business

- Keep - Sell


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Keep the Business

Joint ownership Leverage

Assets

Real estate

Partner

Outsider(s)

Insider(s)


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Secure a Loan

• Paperwork• Personal guarantee• Business profitability• Strain on cash flow• Burden on business


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Secure a Loan cont’d

WHAT TO LEVERAGE???

Asset Real Estate


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Other Business Assets


LIFE INSURANCE LINE OF CREDIT

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Bring in a Partner

• Loss of control• Liability• Share profits• Taxable event


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Sell the Business

• Outright sale in entirety• Partial sale

o Private equityo ESOP


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POLL

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Considerations of a Sale

• Time consuming • Emotionally readiness

• Market conditions•Tax ramifications


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Private Equity

• Liquidity

• Investors equity

• Owner may relinquish control


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Employee Stock Ownership Plan

• Liquidity• Creates market for shares of closely held

businesses

• Maintain operational control• Tax advantages


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Completing the Process

• Child support• Maintenance• Asset division• Spending plan


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Summary

• Several issues when valuing a business

• Many aspects of company need to be reviewed

• Variety of options to create liquidity

• Consider client goals, objectives and circumstances

• Consult with specialists/don’t go it alone


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Questions

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Biography

914-331-0077

212-867-8336

[email protected]

www.sigmavaluation.com


• Michael McLaughlin, CFA, ASA, CVA is a Managing Director in SigmaValuation Consulting’s Litigation and Valuation practice. He has beena professional business appraiser for more than 15 years. Michaelhas experience valuing companies and financial instruments fordivorce, shareholder disputes, as well as for financial and taxreporting purposes. Michael is regularly appointed by the Courts inWestchester, Putnam and Rockland Counties. He has also testified incourt and at arbitration.

• Prior to joining Sigma Valuation Consulting, Michael worked atEisnerAmper LLP in their Forensic, Litigation and Valuation ServicesGroup. Michael also worked for Morrison & Company, in New Jersey,performing valuations for litigation purposes.

• Michael received a Bachelor of Arts from Hamilton College in 1984and an MBA in Accounting from Pace University in 2009. Michael isa Chartered Financial Analyst (CFA), an Accredited Senior Appraiser(ASA) and a Certified Valuation Analyst (CVA).

• Michael is a member of the New York Association of CollaborativeProfessional

mailto:[email protected]://www.sigmavaluation.com/

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Biography

212.244.4702

[email protected]

• Ivy H. Menchel is a CERTIFIED DIVORCE FINANCIAL ANALYST™ (CDFA®) andthe president and founder of Family Wealth Planning Partners. Based in NewYork City, Ivy focuses her practice on helping divorcing clients, along with theirattorneys and mediators, make sound financial decisions as they transition intothe next phase of their lives. In addition to her work as a CDFA, she is also aCERTIFIED FINANCIAL PLANNER™ (CFP®) and CERTIFIED BUSINESS EXITCONSULTANT (CBEC®) with over 25 years of experience in financial services.

• Ivy strives to bring confidence and financial independence for individuals andcouples facing life changing events. Her focus is to give each client a goodunderstanding of the process as well as of their own financial situation, so theynegotiate from a knowledgeable perspective and not an emotional one.

• Ivy is widely regarded as a thought leader in her field and regularly shares herknowledge with the broader public through her teaching, speaking and writing.Among other works, she authored the workbook Defining Your Wealth and co-authored the e-book Navigating Your Divorce: Legal, Financial and EmotionalBasics. She is also a prominent member of several professional organizationssuch as the Association of Divorce Financial Planners, the Family Divorce andMediation Council of Greater New York, the Financial Planning Association, andthe New York Association of Collaborative Professionals, in addition to manyothers.


Family Owned Businesses in Divorce:�Understanding the Issues �and Creating LiquidityPOLLObjectivesObjectivesPrivately Owned Business IssuesPrivately Owned BusinessesBusiness Owner MindsetNon-Owner Spouse MindsetThe Liquidity DilemmaProperty Division ProcessLessons From a Business ValuationCommon Business Valuation IssuesPOLLCutoff Date – Valuation DateCutoff Date – Valuation Date: ImplicationsDiscoveryDefinition of Value – Value to Whom?Fair Market Value vs. Value to the HolderFair Market Value�(Value in exchange)Fair Value/Value to the Holder �(Value in the hands of the owner)Fair Value vs. Value to the HolderValuation ApproachesTrue Earnings/Cash Flow of the BusinessGetting to True Earnings/Cash FlowGetting to True Earnings/Cash FlowGetting to True Earnings/Cash FlowGetting to True Earnings/Cash FlowSlide Number 28Slide Number 29Other potential issues disguising true incomeTitled Spouse’s Income from Business Valuation AnalysisIncome for BV purposes vs. Maintenance/Child SupportEarnings vs. Cash Available for DistributionDisposable Income vs. Cash Available to OwnerLoans From Shareholders to Company– Is it a loan or equity or something else?Loans from ShareholdersLoans to Shareholder from a CompanyShareholder Loans and Equitable DistributionShareholder Loans and Equitable DistributionShareholder Loans and Equitable DistributionSlide Number 41POLLSeparate Property involving a BusinessAppreciation AnalysisDouble DippingDouble Dipping – Relevant Case LawCase for Allowing Double DippingCase Against Allowing Double DippingSlide Number 49Slide Number 50Double Dipping - Other Factors to ConsiderCreating Liquidity From a BusinessKeep the BusinessSecure a LoanSecure a Loan cont’d��Other Business AssetsBring in a PartnerSell the BusinessPOLLConsiderations of a SalePrivate EquityEmployee Stock Ownership PlanCompleting the ProcessSummaryQuestionsBiographyBiography

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