Valuing Pass-Through Entities with Web Site.pdf
Valuing Pass-Through Entities is an authoritative text that includes applications, examples, cases, technical supplement, and a website, plus a wealth of additional content. The book includes an analysis of the current appraisal community's different points of view, a fresh view of landmark cases, new perspectives on valuing Pass-Through Entities, and an easy to apply court tested model. Detailed sensitivity analyses of the different inputs under different valuation approaches and standards of value, comparisons of the advantages and limitations of different types of Pass-Through Entities and impact on conclusions of value are also included. A lengthy case study illustrates the Modified Delaware MRI model from the different perspectives of buyer and seller, applying different standards of value, to different types of Pass-Through Entities that is cross-referenced to the chapters covering the theory and data.
Foreword TK 5/29/2014 Preface Acknowledgments About the Author CHAPTER 1 INTRODUCTION Definition of Value Beauty and Value Premise of Value Approaches to Value The PTE Conundrum CHAPTER 2 THE HISTORY OF FEDERAL STATUTORY TAX RATES IN MAXIMUM INCOME BRACKETS AND THE EVOLUTION OF DIFFERENT FORMS OF BUSINESS ENTITIES Origins of the United States Internal Revenue Code Years 1913 Through 1938 Years 1939 Through 1953 Years 1954 Through 1985 S Corporations Tax on Unreasonable Compensation General Utilities Doctrine Years 1986 Through 2013 Limited Liability Companies (LLC) Summary CHAPTER 3 EFFECTIVE FEDERAL INDIVIDUAL AND CORPORATION INCOME TAX RATES Effective Federal Income Taxes, $10,000 of 2012 CPI Adjusted Taxable Income Individual Income Taxes C Corporation Income Taxes and Dividend Taxes Comparison of PTE and C Corporation Income Taxes Effective Federal Income Taxes on $100,000 of 2012 CPI Taxable Income, 1913-2013 Individual Income Taxes C Corporation Income Taxes and Dividend Taxes Comparison of PTE and C Corporation Income Taxes Effective Federal Income Taxes on $1 Million of 2012 CPI Adjusted Taxable Income, 1913-2013 Individual Income Taxes C Corporation Income Taxes and Dividend Taxes Comparison of PTE and C Corporation Income Taxes Summary CHAPTER 4 COMPARISON OF DIFFERENT ENTITY FORMS Business Life Cycle Benefits and Limitations of PTEs Financial Statements of C Corporations and PTEs PTE Status and Bank Financing Prevalence of PTEs Change in Form of Entity CHAPTER 5 INCOME APPROACH AND VALUE TO THE HOLDER Value to the Holder Versus Value to the Buyer Jurisdictional Issues Delaware Open MRI Radiology Associates, P.A. v. Howard B. Kessler Bernier v. Bernier Limitations of Delaware Open MRI and Bernier The Modified Delaware MRI Model (MDMM) Flexibility of the MDMM CHAPTER 6 INPUTS TO MODIFIED DELAWARE MRI MODEL Normalized Pretax Income Entity-Level Income Taxes on Pass-Through Earnings Income Retained in the Business Effective Federal and State Income Tax Rates on Pass-Through Income Application of Nominal Statutory Rates for each Income Bracket Overall Effective Income Tax Rates Indicated on the Owner's Individual Income Tax Returns With and Without Method Dividend Tax Rates Summary CHAPTER 7 INCOME APPROACH AND INVESTMENT VALUE Measuring Investment Value Deal Structure CHAPTER 8 INCOME APPROACH AND FAIR MARKET VALUE Characteristics of FMV Determining FMV Example of Failing to Consider Floor and Ceiling Value CHAPTER 9 FAIR MARKET COURT DECISIONS Number of Federal Estate and Gift Tax Returns Gross v. Commissioner Estate of Heck v. Commissioner Wall v. Commissioner Estate of Adams v. Commissioner Robert Dallas v. Commissioner Gallagher v. Commissioner Analysis of Cases CHAPTER 10 THE MARKET APPROACH Revenue Ruling 59-60 Appraisal Standards Board Standards AICPA Statement on Standards for Valuation Services Guideline Public Company Method Guideline Public Company Method and PTE Value to the Holder Guideline Public Company Method and PTE Investment Value Guideline Public Company Method and PTE Fair Market Value Guideline Transactions Method Guideline Transactions Purchase Price Allocation CHAPTER 11 INDIVIDUAL STATE INCOME TAXES Statutory Individual State Income Tax Rates Effective Individual State Income Tax Rates CHAPTER 12 DISCOUNTS, PREMIUMS, BYLAWS, AND STATE LAWS PTE Agreements State Law Nevada Senate Bill 350 CHAPTER 13 VALUING COMPLEX PTE OWNERSHIP INTERESTS Reasons for Complex Capital Structures Option-Pricing Method Example #1: Preferred-Member Units Example #2: Joint Venture Example # 3: S Corporation with Unreasonable Officer/Stockholder Compensation Appendix A CHECKLIST Appendix B CASE STUDY: BOB'S CRUISES About the Companion Website Index