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Accounting and Valuation Guide


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Table of Contents

Introduction .01-.11 Background .04-.08 Scope .09-.10 Information Included in This Guide .11 1 Concepts of Fair Value of Equity Securities .01-.18 2 Stages of Enterprise Development .01-.05 3 Factors to Be Considered in Performing a Valuation .01-.19 4 Overview of Valuation Approaches .01-.55 Market Approach .05-.22 Significant Assumptions of the Market Approach .21-.22 Income Approach .23-.41 Significant Assumptions of the Income Approach .39-.41 Asset Approach .42-.55 Significant Assumptions of the Asset Approach .51-.55 5 Valuation of Equity Securities in Simple Capital Structures .01-.21 Fair Value of Debt for Purpose of Valuing Equity .10-.21 6 Valuation of Equity Securities in Complex Capital Structures .01-.54 Rights Associated With Preferred Stock .09-.13 Methods of Estimating the Fair Value of Multiple Classes of Securities .14-.16 Overall Comments Applicable to All Four Methods for Valuing Equity Securities .17-.20 Considerations Affecting the Selection of a Method for Valuing Equity Securities .21-.54 The PWERM .23-.29 The OPM .30-.41 The CVM .42-.47 Hybrid Methods .48-.54 7 Control and Marketability .01-.33 Controlling Versus Minority Interests .03-.15 Marketable Versus Nonmarketable Interests .16-.33 8 Inferring Value From Transactions in a Private Company's Securities .01-.15 Chapter Paragraph 9 Relationship Between Fair Value and Stages of Enterprise Development .01-.10 10 Valuation Implications of a Planned Initial Public Offering .01-.10 11 Reliability of the Valuation .01-.20 Postvaluation Events .17-.20 12 Common Valuation Questions Fair Value of Debt Q&A 12.1: Using the Book Value of Debt in the Valuation of Minority Equity Securities Q&A 12.2: Using the Traded Price of Debt in the Valuation of Minority Equity Securities Q&A 12.3: Using the Zero Coupon Bond Equivalent for Including Debt in the Option Pricing Method Estimating Equity Value Using the Fair Value of Debt Q&A 12.4: Impact of Estimating Equity Value Using the Fair Value of Debt When Both the Enterprise Value and Fair Value of Debt Have Declined Q&A 12.5: Impact of Estimating Equity Value Using the Fair Value of Debt When the Enterprise Value Has Remained Unchanged Valuing Equity Securities in Complex Capital Structures Q&A 12.6: Current Value Method Q&A 12.7: Fair Value of Securities Issued by Partnerships and Limited Liability Companies Q&A 12.8: Treatment of Options in the OPM Q&A 12.9: Fair Value of Securities in a Roll-Up Structure Q&A 12.10: Discount Rate Used in the Probability-Weighted Expected Return Method Q&A 12.11: Measuring Volatility for Early-Stage Companies Control and Marketability Q&A 12.12: Marketability of Investor Interests Q&A 12.13: Comparison Between the Fair Value of the Enterprise and the Value of the Enterprise Used for Valuing Minority Interests Q&A 12.14: Applying Discounts for Lack of Marketability to the Total Equity Value Q&A 12.15: Discounts for Lack of Marketability and Control When the Enterprise Has a Simple Capital Structure Information to Be Considered in the Valuation Q&A 12.16: Postvaluation Event (Customer Financial Condition)-Assessment as Known or Knowable Q&A 12.17: Postvaluation Event (Product Approval)-Assessment as Known or Knowable Chapter Paragraph 12 Common Valuation Questions-continued Q&A 12.18: Expected Financing-Effect on Valuation Shelf Life of a Valuation Q&A 12.19: Shelf Life of a Valuation Q&A 12.20: Shelf Life of Value-Related Information 13 Elements and Attributes of a Valuation Report .01-.16 14 Accounting and Disclosures .01-.18 Accounting .01-.04 Existing Financial Statement Disclosure Requirements .05-.11 Recommended Financial Statement Disclosures for an Initial Public Offering .12-.13 Recommended Management's Discussion and Analysis Disclosures in an IPO .13 Disclosure Example .14-.18 Background .16-.18 Appendix A The Initial Public Offering Process B Venture Capital Rates of Return C Criteria for the Selection of a Valuation Specialist D Table of Responsibilities of Management and the External Valuation Specialist E Table of Capitalization Multiples F Derivation of Weighted Average Cost of Capital G Real Options H Rights Associated With Preferred Stock I Illustration of Methods for Valuing Equity Securities J Illustrative Document Request to Be Sent to Enterprise to Be Valued K Illustrative List of Assumptions and Limiting Conditions of a Valuation Report L Bibliography and Other References Glossary Index of Pronouncements andOther Technical Guidance Subject Index

About the Author

Founded in 1887, the American Institute of Certified Public Accountants (AICPA) represents the CPA and accounting profession nationally and globally regarding rule-making and standard-setting, and serves as an advocate before legislative bodies, public interest groups and other professional organizations. The AICPA develops standards for audits of private companies and other services by CPAs; provides educational guidance materials to its members; develops and grades the Uniform CPA Examination; and monitors and enforces compliance with the accounting profession's technical and ethical standards. The AICPA's founding established accountancy as a profession distinguished by rigorous educational requirements, high professional standards, a strict code of professional ethics, a licensing status and a commitment to serving the public interest.

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