Achille Ekeu, The President and CEO of The Washington Valuation Group located in Washington DC met with Melissa Gragg, a business valuation expert located in Missouri and publisher of Valuationpodcast.com to talk about the impact of COVID-19 on business valuations. The interview was for about 45 minutes during which, Achille shared a great deal of information about what is happening on the market today and how various stakeholders are doing to keep up with the pandemic.


Achille Ekeu shares his Expert's thoughts on the best way to measure the impact of COVID-19 on business valuation and suggests three critical value-drivers that must be looked at: Cash Flow, Growth, and Risk.


A new non-GAAP metric called "EBITDAC" has appeared from nowhere in various financial statements from many organizations seeking to mitigate the impact of the pandemic on their cash flows. Achille Ekeu addresses that issue that could be problematic for the different stakeholders using those financial statements to determine the value of a company, to give a loan, to invest, to buy, to sell, and to make many other decisions related to those companies. Regulators like the SEC and many investors-protection organizations around the world are sounding the alarm on the use of that non-GAAP metric in financial reports and recommending that this metric not be used.


To find out more about these topics watch the full video below:



Here is the link to listen to the audio-only version of this conversation.



On July 16, 2020, Mr. Achille Ekeu, who is the State Chapter President of NACVA in Maryland and Washington DC and also the President and CEO of The Washington Valuation Group, moderated a Zoom conversation on the topic of "Business Valuation and Wealth Planning During Tumultuous Times".


This webinar that lasted an hour was organized by Rosen, Sapperstein & Friedlander, LLC (RS&F), one of the region’s leading business consulting and accounting firms, in partnership with the law firm Stein Sperling Bennet De Jong Driscoll, the National Association of Certified Valuators and Analysts (NACVA) and The Washington Valuation Group (WVG). The objectives of the webinar were to uncover wealth planning strategies, best practices, and discuss the challenges brought on by COVID-19. The panelists for that conversation were:


Andrew Runge

Biography: Andrew Runge is RS&F’s Director of Forensic and Valuation Services. Runge has over 25 years of experience in forensic accounting/investigation, economic damages, insurance, and litigation support services, as well as business valuations. He has been deposed and testified in court or other judicial proceedings many times throughout his career and has consulted on thousands of economic damage, construction delay, lost income, bodily injury, wrongful death, employee dishonesty, construction, and other insurance claims exceeding hundreds of millions of dollars in the United States and abroad. Runge also has prepared numerous business valuations of privately held companies as a whole and as partial interests.


David S. De Jong

Biography: Chair of Stein Sperling’s nationally regarded tax law group, David De Jong is a recognized and highly sought industry authority with more than 40 years of experience. Raised in Montgomery County, David always intended to practice law in his hometown. He has been instrumental in maintaining Stein Sperling’s collegial, small-firm feel while helping its tax department grow into a regional powerhouse. David brings a high level of expertise, creativity, sound judgment, and personal attention to help solve his clients’ tax, estate, and business matters.



The Moderator's Questions were:


1- What’s your opinion on the article I published this week in QuickRead titled:

Where Do You Stand on EBITDAC?

EBITDAC = Earnings Before Interests Taxes Depreciation Amortization and Coronavirus

Here is the link to the article: https://bit.ly/322A8en


2- How has COVID-19 affected the market values of private businesses? What

additional steps are being used to assess the uncertainty in the market and how are

those being addressed in valuation reports?


3- In leasing and commercial real estate is there an anticipated decline in long-term

activity and/or renewals? How will those declines impact the valuation of commercial

real properties?


4- What Possible changes in ordinary income and capital gain rates do you foresee?


5- What’s your perspective on possible estate freezes as well as changes to federal

and state estate tax exemptions?


6- How can depressed valuations be used to maximize estate planning?


7- Retirement Plans: Discuss

a- The temporary ability to borrow or receive greater distributions from

retirement plans.

b- The conversion of Traditional IRAs to Roth IRAs.

c- The minimum distributions from retirement plans and IRAs now starting

after age 72.


8- Will we see more goodwill and other asset impairment in the foreseeable future?

What are the pros/cons of asset impairment?


9- How Important are financial powers of attorney and medical directives today?


10- The IRS recently changed the review requirements of appraisals, what are your

thoughts about the potential effect? What steps should appraisers take to mitigate

challenges to client’s returns and avoid penalties?


11- Your comments on some of the more recent Tax Court rulings, specifically

regarding the one that permitted the 35% discount.



Here is the video of that conversation:


  • Achille Ekeu, MBA, CVA

One of the issues facing the business valuation community as well as business owners is the newly created accounting metric called “EBITDAC” which stands for Earnings Before Interests, Taxes, Depreciation, Amortization, and Coronavirus. This is a Non-GAAP accounting metric used by some companies today to raise more debts from lending institutions by adjusting or recasting their financial statements to account for lost earnings incurred due to the coronavirus.


Many professionals believe it makes sense to add back those "potential" earnings due to this unique non-recurring or extraordinary event that is the pandemic, and others call for caution and advise not to go that route that could lead to potential issues that may not be fully understood at this point by all the stakeholders using this new accounting metric. Essentially the main issue here is, for those who believe in using that new metric, how to determine that lost earnings attributable to the coronavirus?


We know that the pandemic is still ongoing in many parts of the world and we have no idea when it will “disappear”, in fact, the World Health Organization (WHO) and China are even talking about a second wave that could be as devastating as the first if not more. We also know that business valuation is future-oriented with a future right now that is bleak or very uncertain to be more prudent. How can we recast, adjust, or create projections or forecasts that are defensible without them being referred to as voodoo[1] economics?


What is EBITDA?

It is an accounting principle that is vital for every business owner to understand post-pandemic. EBITDA is the metric that mergers and acquisition professionals use to recast or normalize the financial statements of a company by removing items that are not part of the normal operations of the business under new ownership. Some of those items include:

  • Losses due to fire

  • Losses due to employee embezzlement

  • Other business disruptions beyond your control (floods, earthquakes, tsunamis)

  • Cars, planes, and boats being expensed through the business for your personal use

  • Inactive family members on the payroll

  • Compensation for active family members on the payroll that were being paid well above fair market

  • Any of your compensation that was below or above fair market value

  • Memberships at country clubs, yacht clubs and gyms for your personal use

  • Travel and vacations for you and your family that the company expensed


But now to this list, you may be able to add loss of revenue and income due to the impact of the “C” (Coronavirus). However, when analyzing the impact of coronavirus add-backs, we see that the business earnings may be significantly increased, though difficult to explain, support, or defend. Keep in mind that those add-backs are “expected” or “estimated” earnings that never occurred.


How To Determine the “C” in EBITDAC?

This is where the trouble lies in adding back "estimated" losses due to coronavirus on EBITDA. Many BV experts consider this as a one-time, extraordinary or non-recurring event. Others think the event is still ongoing and cannot be considered “yet” a one time, or non-recurring event because there is still the possibility that it impacts businesses beyond one quarter and even two or three quarters. Nothing is clear at this point. Therefore, the use of this metric is unwarranted and may lead to unexpected consequences if the value of the company is overstated, particularly in a tax valuation.


Depending on the importance of the add-back, there is the possibility the experts’ exposure to liabilities from the IRS, the client, or other stakeholders of the valuation report like lending institutions, investors, shareholders, and others, may be greatly enhanced because of the difficulty to defend the use of a fictitious metric that has never been used before in a valuation. Many investors and regulators are against using that metric that will distort (reduce) the leverage ratio of a company and allow it to raise more debts than they can handle.


Still, some believe that by analyzing the trailing twelve months EBITDA, and other historical performance data, they can determine with a "reasonable degree of certainty" what those coronavirus add-backs should be. But that could be problematic if the pandemic persists longer than expected and becomes a “new normal”.



Conclusion

Whether you stand for or against the use of the coronavirus add back, one fact that remains certain is that a great number of experts, investors, accounting firms, federal agencies like the SEC, the European Leveraged Finance Association (ELFA) that represents investors in higher-risk corporate bonds and loans, are prohibiting the use of coronavirus add-backs. According to them, reliance on fictitious figures could lead to a downward spiral of companies raising money that they cannot repay. If this happens, many of those companies may default on their loans and declare bankruptcy and/or go out of business completely to the detriment of many stakeholders.




[1] Voodoo Economics an economic policy perceived as being unrealistic and ill-advised, in particular a policy of maintaining or increasing levels of public spending while reducing taxation.