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SEPTEMBER 2015
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ARCHIVE
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WE'RE LOOKING FOR 2016 TALENT NOW!
UHY LLP, one of southeast Michigan's largest accounting firms, is gearing up for busy season and now recruiting for experienced, entry-level and administrative positions within multiple departments. With offices in Detroit, Farmington Hills and Sterling Heights, we offer recruits the opportunity to work with clients in a wide-range of industries and engage in various practice areas including audit and assurance, tax planning and compliance, business advisory, corporate finance, and forensic, litigation and valuation services. Our firm provides accelerated opportunities for success and advancement and allows every professional the ability to create a career path unique to their own goals and needs.
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VALUATION PROVISIONS OF A BUY/SELL AGREEMENT
By Bradford J. Southern, CPA, ABV, ASA, CFF
When was the last time you looked at your buy/sell agreement? Chances are it's been a while. Some of you may not even know where your buy/sell agreement is or worse yet - don't have one at all. The purpose of such an agreement is to establish a process by which shareholders of a privately held business can both create liquidity in their shares and limit exposure to unintended shareholders upon a specific triggering event such as the death of a shareholder. One of the most important provisions of the agreement deals with how the shares are to be valued. All too often we see formulas inserted such as "6 Times Trailing EBITDA" or even worse a "stated value" which hasn't been updated since 1981. These formulas or stated values may have had validity at the time they were drafted and put in place, but businesses change and economic conditions change, thus the value of the business will change. Rigidity in value coupled with changing business and economic conditions can lead to serious under or over valuation at the time of a triggering event. What the shareholders likely intend is that fair value is achieved upon a triggering event. We suggest considering a 'valuation process' to be followed when a life event occurs. Such a process would define who is qualified to conduct the business valuation. Are they accredited in business valuation with recognized professional societies? What standards will they be asked to perform under? Most business appraisers today follow what is known as Uniform Standards of Professional Appraisal Practice (USPAP). What valuation approaches should the appraiser consider? There are three main approaches to value: the income approach, the asset approach and the market approach. Consideration of each approach is often the best route to follow. What adjustments should the appraiser consider? Should officer compensation be adjusted to reasonable replacement cost or should real estate be adjusted from net book value to fair market value? Giving the appraiser guidelines to follow is important. Should the appraiser consider application of discounts or premiums? The application of discounts for lack of control, lack of marketability or premiums for voting control can have tremendous impact on the value of the shares in question. Spending the time today to define a proper valuation process will help ensure that a fair and reasonable value is concluded upon a triggering event. If you haven't looked at your buy/sell agreement in a while, we suggest you do so soon.
To discuss this topic further and design a valuation provision that is right for you, please contact your professional at UHY LLP in Detroit 313 964 1040, Farmington Hills 248 355 1040 or Sterling Heights 586 254 1040, or visit us on the web at www.uhy-us.com.
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ADVANCES IN EXCEL ALLOW FOR ENHANCED SPREADSHEET MANAGEMENT
By Jessica Brandreth
Accountants rely on Microsoft Excel to handle multiple functions of their everyday responsibilities. While Excel is a lot more time efficient than using work papers and a pen or pencil to make calculations, it is not a completely fool proof system. However, Excel has recently made improvements to decrease the amount of corrupt files and loss of data, including risk and analysis solutions and spreadsheet management. .
Data in Excel spreadsheets is edited and reformatted multiple times allowing multiple people to see it in different ways; this is where most errors occur. Fortunately, new technology is enabling accountants to overcome spreadsheet complexities. Automated risk and analysis solutions are available to provide much insight into potential risks that could be hiding in spreadsheet.
Another helpful feature available with spreadsheet management technology is allowing accountants to put together a 'what-if analysis' that will help the negotiations team come up with better proposals or a better counter. Developing a 'what if analysis' in Excel can be difficult especially when it is unclear which path leads to the best deals, because multiple save-as copies are required. New technology allows accountants to make comparisons on screen and take snapshots to review available options, and if it is decided that the path is not working, the snapshots are available to return to a previous version.
These advances will drastically improve forecasting, budgeting, financial reporting, and many other functions used by CPAs and other end users.
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EVENTS CALENDAR
9/15 UHY LLP ANNUAL NOT-FOR-PROFIT UPDATE Please join us at UHY's training center in Farmington Hills on Tuesday, September 15 from 7:30AM-9:30AM for the Annual Not-For-Profit Update. Discussions include industry developments and risk alerts, proposed changes to NFP financial reporting, upcoming changes to the Single Audit, other best practices and developments, and an interactive discussion.
CPE credit will be offered. Pre-registration for this complimentary program is required. Breakfast will be provided. Space is limited. Multiple registrations are welcome. To RSVP contact Drew Matthews.
10/22 UHY LLP ANNUAL MANUFACTURING OUTLOOK Save the date for Manufacturing Outlook "Built To Compete: Embracing Risk For a Sustainable Future". Join us at The Detroit Athletic Club to learn more about developing industry trends including government policy and legislation, economic forecast, corporate governance, technology, business sustainability, and staying competitive.
Thursday October 22 7:30AM-11:30AM
CPE credit is available. Shinola watch to be auctioned off to benefit The Empowerment Plan. Pre-registration for this complimentary program is required. Breakfast will be provided. Space is limited. Multiple registrations are welcome. To RSVP contact Jessica Dalessandro. Formal invitation to follow.
A playback of last year's seminar, which had record attendance, can be found in our video library. You can also download an electronic copy of the presentation slides.
11/6 PLANNING FOR YOUR TAX EXEMPTION IN 2016 Take advantage of the substantial savings your company is eligible for beginning January 1, 2016 as a result of the August 2014 MMA-led successful ballot campaign to eliminate the Personal Property Tax (PPT). Learn the steps you need to take to file for your exemption and start saving on the local manufacturing PPT. Join Mike Johnston, MMA Vice President of Government Affairs, on Friday, November 6 plus experts from the Michigan Department of Treasury and Honigman, Miller, Schwartz, and Cohn, LLP. Attendees will learn necessary filing deadlines, coming early 2016, and the required information to qualify for exemption.
Who should attend? Manufacturing owners and managers, controllers, tax managers, accounting and tax staff, CFOs and others interested in state tax.
To register contact Sarah Pytel or 517 487 8521. This program is co-hosted by Michigan Manufacturers Association and the Sterling Heights Regional Chamber of Commerce. The cost is $75 for MMA members and $125 for non-members. UHY LLP is located at 12900 Hall Road in Sterling Heights. The training facility is on the fourth floor. SAVE THE DATE! MORE UHY EVENTS ARE JUST AROUND THE CORNER...
11/12 UHY LLP Construction Outlook 2016 12/2 UHY LLP Annual Accounting and Regulatory Update
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SPECIAL ANNOUNCEMENTS
UHY LLP MAKES SIGNIFICANT CONTRIBUTION TO SUPPORT RONALD MCDONALD HOUSE BY "SOCKING" CO-WORKERSDuring the weeks of June 15 to June 30, employees from UHY LLP's Michigan practice in conjunction with UHY Cares, purchased and sported nearly 200 pairs of red and white socks to be a part of the "Ronald Sock Challenge". The challenge is both an awareness campaign and fundraiser for the Ronald McDonald House Charities of Southeast Michigan. The certified public accounting firm raised over $3,000 in employee donations in just over a week. With UHY adding to the success of the challenge, the total amount raised by companies across Michigan is close to $20,000. The challenge started as a friendly local office versus office competition for a good cause. But because it took place at the same time as UHY's National Leadership Conference (NLC), they turned it into a company-wide event and received contributions from their colleagues around the country. Employees at all levels had a great time "socking" co-workers (pay-it-forward concept), dressing up with their families and submitting creative photos to add to the fun of the competition. Bob Potter, president of the mid-Michigan Chapter of Ronald McDonald House Charities, and Tom Alongi, active member of Ronald McDonald House Charities were instrumental to the success of the campaign at UHY. Bob even wore a pair of the socks during his speech at the NLC which resulted in the generous donations from the attendees of the conference. He also personally offered up a cash prize to the winner of the funniest sock photo. "The Ronald Sock Challenge has raised thousands of dollars for the Ronald McDonald House of Detroit," says Jennifer Litomisky Executive Director of Ronald McDonald House Charities of Southeast Michigan. "Companies like UHY have been champions of the challenge and we are very fortunate to have their support. This challenge started in May and continues to be a successful fundraiser and social awareness campaign." Ronald McDonald House recently opened a new location in Detroit, and the Ronald Sock Challenge is one component of the charity's expansion campaign. The new house will feature a much bigger living space than the current location and will allow families of sick children to feel more at home during a difficult time in their lives. Funds raised during the Ronald Sock Challenge will go towards the expansion of the house and making the families more comfortable during their stay. The goal for the expansion campaign is to raise $3 million by 2016 and they have raised nearly $2 million so far. CAREERS AT UHY Are you ready to take charge of your career path? Be sure to visit our careers page for the most up-to-date listings or contact Yolanda Rountree. Current opportunities in our Michigan offices include:
- Audit Manager, 7+ years of experience, manufacturing experience is highly preferred
- Audit Manager, 7+ years of experience, SEC experience is highly preferred
- Audit Senior Accountant, 5-7 years of experience, CPA required
- Internal Audit Risk & Compliance Manager, 7+ years of experience
- R&D Tax Specialist, 7+ years of experience
- Tax Manager, 7-10 years of experience
- Tax Senior Consultant, 4-5 years of experience, Big 4 experience is required
- Tax Senior Accountant, 5-7 years of experience, CPA required
- Director of Litigation, testifying experience required municipalities
- Senior Associate (Corporate Finance), 2-4 years of Big 4 experience highly preferred
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Published by UHY LLP News.
Copyright � 2013 UHY LLP. All rights reserved.
Our firm provides the information in this newsletter as tax information and general business or economic information or analysis for educational purposes, and none of the information contained herein is intended to serve as a solicitation of any service or product. This information does not constitute the provision of legal advice, tax advice, accounting services, investment advice, or professional consulting of any kind. The information provided herein should not be used as a substitute for consultation with professional tax, accounting, legal, or other competent advisors. Before making any decision or taking any action, you should consult a professional advisor who has been provided with all pertinent facts relevant to your particular situation. Tax articles in this newsletter are not intended to be used, and cannot be used by any taxpayer, for the purpose of avoiding accuracy-related penalties that may be imposed on the taxpayer. The information is provided "as is," with no assurance or guarantee of completeness, accuracy, or timeliness of the information, and without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, and fitness for a particular purpose.
UHY Advisors, Inc. provides tax and business consulting services through wholly owned subsidiary entities that operate under the name of "UHY Advisors." UHY Advisors, Inc. and its subsidiary entities are not licensed CPA firms. UHY LLP is a licensed independent CPA firm that performs attest services in an alternative practice structure with UHY Advisors, Inc. and its subsidiary entities. UHY Advisors, Inc. and UHY LLP are U.S. members of Urbach Hacker Young International Limited, a UK company, and form part of the international UHY network of legally independent accounting and consulting firms. "UHY" is the brand name for the UHY international network. Any services described herein are provided by UHY Advisors and/or UHY LLP (as the case may be) and not by UHY or any other member firm of UHY. Neither UHY nor any member of UHY has any liability for services provided by other members.
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