Business Situation
One of SGA’s CPA clients was engaged by an augmented reality AI company that was seeking a 409A valuation to issue employee stock options. The company’s capital structure was notably complex, featuring convertible notes, preferred stocks, options, and common stock. The requirement involved determining the fair market value of the business and allocating it to different classes of outstanding shares.
SGA Approach
- Data Extraction & Collection: We began by extracting financial data from tax returns and management projections and identified relevant public comparables and precedent transactions to establish valuation benchmarks.
- Valuation Methodologies: Using five-year projections and market data, we applied the Discounted Cash Flow (DCF) method along with the Guideline Public Company and Guideline Transaction Methods.
- Allocation Methodologies: Considering the company’s complex capital structure, which includes preferred shares, common stock, stock options, and convertibles, we applied the Option Pricing Model (OPM) to allocate equity value among various classes in a manner consistent with their rights and preferences.
- 409A Adjustments: To comply with IRC 409A, we adjusted the per-share common stock value to reflect a marketable, non-controlling interest. We applied a Discount for Lack of Control (DLOC) based on observed control premiums from market transactions, and determined the Discount for Lack of Marketability (DLOM) using quantitative models such as Asian Put and Finnerty, along with qualitative factors like the Mandelbaum framework.
Key Takeaways
- Precision & Defense: Combining DCF and market methods with a thorough understanding of the capital structure yielded highly precise and defensible valuation outcomes.
- Audit Readiness (409A): Strict compliance with 409A regulations requires in-depth application of DLOC and DLOM to ensure audit success.
- Stakeholder Clarity: Delivering clear, actionable insights into equity value allocation across complex capital structures enabled informed decision-making for all stakeholders.
- Process Drives Confidence: Rigorous internal review, consistent communication, and clean deliverables helped build confidence and guarantee stakeholder alignment and audit readiness.