Page 107 - M & A Disputes
P. 107

talized cost less accumulated amortization or depreciation as it appears on the books of account
                       of the business enterprise. (Practitioner — Appendix B)


                   Net cash flows. When the term is used, it should be supplemented by a qualifier. See equity net
                       cash flows and invested capital net cash flows. (Practitioner — Appendix B)

                   Net present value. The value, as of a specified date, of future cash inflows less all cash outflows
                       (including the cost of investment) calculated using an appropriate discount rate. (Practitioner —
                       Appendix B)

                   Net tangible asset value. The value of the business enterprise’s tangible assets (excluding excess
                       assets and nonoperating assets) minus the value of its liabilities. (Practitioner — Appendix B)

                   Noncompete agreements. Dollar value placed on an agreement with selling party not to compete
                       with the purchaser, usually for a certain period of time and usually in a specific geographic area.
                       fn 12  (BLD)


                   Nonoperating assets. Assets not necessary to ongoing operations of the business enterprise. (NOTE:
                       in Canada, the term used is "redundant assets.") (Practitioner — Appendix B)


                   Normalization. See normalized earnings. (Practitioner — Appendix C)

                   Normalized earnings. Economic benefits adjusted for nonrecurring, noneconomic, or other unusual
                       items to eliminate anomalies and/or facilitate comparisons. (Practitioner — Appendix B)

                   Normalized financial statements. Financial statements adjusted for nonoperating assets and liabili-
                       ties and/or for nonrecurring, noneconomic, or other unusual items to eliminate anomalies and/or
                       facilitate comparisons. (Practitioner — Appendix B)


                   Option pricing models. Models used to price stock options incorporating variables including the
                       exercise price, the time to the expiration date, the risk-free interest rate during the period, the un-
                       derlying value of the stock and the stock price volatility. Option pricing models include the
                       Black-Scholes Option Model, the Black-Scholes-Merton European Model, the Pseudo-American
                       Call Option Model, the Binomial Model for American Call options and others.  fn 13

                   Orderly liquidation value. Liquidation value at which the asset or assets are sold over a reasonable
                       period of time to maximize proceeds received. (Practitioner — Appendix B)


                   Portfolio discount. An amount or percentage deducted from the value of a business enterprise to re-
                       flect the fact that it owns dissimilar operations or assets that do not fit well together. (Practition-
                       er — Appendix B)

                   Preadjustment value. The value arrived at prior to the application, if appropriate, of valuation dis-
                       counts or premiums. (Practitioner — Appendix C)



        fn 12   Trugman, Gary R. Understanding Business Valuations, A Practical Guide to Valuing Small to Medium Sized Businesses, 3rd ed.,
        New York: AICPA, 2008.

        fn 13   See footnote 4.


                               © 2020 Association of International Certified Professional Accountants            105
   102   103   104   105   106   107   108   109   110   111   112