The Coronavirus Aid, Relief and Economic Security (CARES) Act, H.R. 748, was enacted by Congress on March 27, 2020. Subsequently, interim guidance continues to be released by the Treasury and Small Business Administration (SBA). Presented below are FAQs which address questions arising in relation to business valuation, followed by a summary of four key CARES Act provisions with additional FAQs. The information provided below is not a substitute for the valuation analyst’s experience or professional judgement. Further research and analysis are recommended based on each client’s facts and circumstances.
The key provisions impacting business valuations includes the business tax provisions, Paycheck Protection. Emergency Economic Injury Grants (EEIG), Economic Injury Disaster Loans (EIDL) and the Small Business Debt Relief Program (SBDRP). The AICPA Coronavirus (COVID-19) Resource Center has additional resources addressing each of these provisions. The scope of the discussion below is limited to these provisions; for a broader discussion on the impacts of COVID-19 on valuation, visit the FVS Section COVID-19 Resource Page.
What should a valuation analyst consider about the “known or knowable” aspect of the CARES Act provisions?
The valuation date is important because of the “known or knowable” concept in business valuation. The information known about the Coronavirus as of a specific date will likely be the subject of debate. Information about the virus can likely be segmented into two tranches; its existence and the date upon which it affected the U.S. economy. Those represent at least two different dates that the valuation analyst will need to consider in developing assumptions within the report and their justification.
In addition, if the valuation is fixed at a date prior to onset of the Pandemic, but the intended user of the valuation finds information past the valuation date important and meaningful, the valuation analyst may wish to consider disclosing the event.
If the business tax provisions, PPP, EIDL, EEIG and SBDRP were known or knowable at the valuation date, then the valuation analyst should consider the impact of these programs on the valuation of the subject company. If uncertainty exists as of the valuation date, the valuation analyst may want to consider scenario analysis.
For additional guidance, see Statement on Standards for Valuation Services, VS Section 100, paragraph 43 and the VS Section 100 Subsequent Event Toolkit.
How might these provisions affect the analysis of the subject entity?
The valuation analyst may consider the macro and micro economic impacts on the subject company, paying particular attention to companies whose revenues, supply chains and other intermediaries may be directly impacted by local economic and health concerns. The valuation analyst may also consider how stimulus “loans” affect companies in different geographic regions or industries differently.
If the subject entity is subject to a potential SBA investigation, the analyst may evaluate the impact of that investigation and the usage of the PPP funds. It is possible an informative disclosure is prudent.
The valuation analyst ought to gain an understanding of the subject company and the reasons for a PPP, EIDL or EEIG. The use of a PPP, EIDL or EEIG may indicate that the subject company has been under duress (see also FAQs on Valuation Considerations When Valuing Distressed or Impaired Businesses). As a result, historic financial statements may not be indicative of the future operations of the subject company.
What adjustments might be considered for the asset approach?
For a valuation prepared under the asset approach, the valuation analyst should consider if the business tax provisions applicable to the subject company generate any assets or liabilities which are not already reflected on the subject company’s financial statements as of the valuation date.
If the subject company had outstanding PPP, EEIG, EIDL or SBA loan(s) and the valuation analyst is using the net asset value method, then consider reducing the remaining principal balance of the loan(s).
How might these provisions affect the subject entity cash flows?
The business tax provisions in Section 2301-2308 of the CARES Act and summarized in the table above may create immediate or future increases to subject entity cash flows.
Valuation analysts may consider the balance sheet impact PPP funds received have on the subject company and the timing of those impacts, specifically related to the valuation date and the covered period, as that term is defined by the SBA. Analysts may also consider how these PPP funds impact free cash flow when performing income approach methods.
If the subject company received an EEIG, then the valuation analyst should understand how the EEIG was reflected in the financial statements of the subject company. If the EEIG is recorded as income, then the valuation analyst may need to adjust historic/projected income or cash flows to exclude this one-time grant.
If preparing a capitalization of earnings model, the valuation analyst will also want to consider if there are any nonrecurring expenses associated with obtaining the EEIG or EIDL that should be removed from the cash flows. If preparing a discounted cash flow model and these expenses are expected going forward, the valuation analyst might not adjust for them. If the subject company had outstanding SBA loan(s) and the valuation analyst is determining net cash flow to equity, consider adjusting cash flow to reflect that the subject company does not have to pay principal and interest for six months.
How might these provisions affect the subject entity cost of capital?
To the extent subject entity cash flows are modified as a result of the CARES Act (above), consider adjusting the cost of capital to avoid “double dipping” with respect to valuation inputs.
The balance sheet’s strength will be a consideration in determining whether the entity survives the Pandemic that necessitated the CARES Act and will be a further consideration in the development of the specific company risk.
If a valuation analyst is using a Weighted Average Cost of Capital (WACC) in determining value under an income approach method, then the valuation analyst will want to consider if the interest rate deductibility in Section 2306 of the CARES Act impacts the subject entity’s long-term cost of debt at the valuation date. The valuation analyst may need to adjust the cost of debt in the WACC to reflect the deductible amount.
If a valuation analyst is using a WACC in determining value under an income approach method, then the valuation analyst will want to consider if the interest rate for a PPP loan or EIDL is reflective of a business’s long-term cost of debt at the valuation date. The valuation analyst may need to adjust the cost of debt in the WACC to reflect a market rate, if the PPP or EIDL interest rate is below (or above) long-term market rates.
For a valuation method that determines net cash flow to invested capital, if the valuation analyst is using the subject company’s actual capital structure to determine the proportions of debt and equity, consider adjusting the WACC to account for the forgiveness of the remaining principal balance of the outstanding PPP loan(s) or reduction in the remaining principal balance of the outstanding SBA loan(s). The WACC is typically only adjusted if the valuation analyst determines that the PPP or SBA loan is part of the subject company’s long-term capital structure.
What adjustments might be considered for the market approach?
The valuation analyst will want to gain an understanding of the provisions applicable to the both the subject company and publicly traded guideline companies or guideline company transactions and consider the impact on financial metrics and valuation multiples. The valuation analyst will want to consider if the business tax provisions applicable to the subject company generate any assets or liabilities which are not already reflected on the subject company’s financial statements as of the valuation date to adjust after application of valuation multiples.
The valuation analyst will also want to exclude any nonrecurring income or expenses from the earnings stream of the subject company and consider the economic overview of the guideline companies’ sales and determine what, if any, adjustments need to be made to account for this.
How might these provisions affect pass-through entity tax benefits?
The temporary repeal of the excess loss limitations in Section 2304 of the CARES Act may create an increased tax benefit to noncorporate (pass-through) taxpayers.
What management interview questions should the valuation analyst consider?
What prompted you to apply for the EIDL/EEIG?
If the EIDL or EEIG have not been funded, what is the probability that they will be funded?
If the EIDL/EEIG have been funded, what did you do with the proceeds?
How were the proceeds from the EIDL/EEIG booked on your financial statements?
What is the outlook for your company in 2020?
What is the outlook for your company after 2020?
Have you lost customers?
Are you collecting accounts receivable?
Have your vendors changed their terms of sale?
Do you have recent financial projections?
Does the subject company have any current loans with the SBA? If yes:
Are the loans 7(a), 504, or Microloans?
Are any of the loans deferred? If so, when is the deferment period expected to end?
Has the subject company discussed the SBDRP with their lender?
Did the subject company make any payments after March 27, 2020? If so, the subject company has the option of having the payment returned or applying the payment to the current loan balance (see https://www.sba.gov/funding-programs/loans/coronavirus-relief-options/sba-debt-relief for additional information)
Had the subject company applied for any loans with the SBA as of the valuation date? If so:
Were the applications for 7(a) loans, 504 loans, or Microloans?
What amount of funding was applied for? What was the expected interest rate?
What was the status of the application as of the valuation date? Was the loan likely to be approved?
Key provisions of the CARES Act that impact business valuations
Business tax provisions
The business tax provisions are outlined in Section 2301-2308 of the CARES Act. The items most pertinent to valuations are summarized in the table below, showing the pre-CARES Act treatment per the Tax Cuts and Jobs Act (TCJA) and the CARES Act’s provisions.
| Provision | TCJA | CARES Act |
|---|---|---|
| Employee Retention Credits | Not Applicable | Sec. 2301 of the CARES Act creates an employee retention credit for businesses that have temporarily closed due to COVID-19. Eligible employers are allowed a credit up to $5,000 per employee against employment taxes equal to 50% of qualified wages (up to $10,000 in wages) for each employee. There are numerous limitations and qualifying conditions. |
| Payroll Tax Delay | Not Applicable | Sec. 2302 of the CARES Act delays payment of 50% of 2020 employer payroll taxes until Dec. 31, 2021; the other 50% will be due Dec. 31, 2022. For self-employment taxes, 50% will not be due until those same dates. |
| Net Operating Losses (NOLs)[1] | For tax years beginning after 2017, Sec. 172 disallows carryback of losses but allows an indefinite carryforward period, with losses limited to 80% of taxable income. | Sec. 2303 of the CARES Act temporarily repeals the 80% income limitation for NOL deductions for years beginning before 2021. For losses arising in 2018, 2019, and 2020, a five-year carryback is allowed (taxpayers can elect to forgo the carryback).[2] |
| Excess Loss Limitations | Sec. 461(l) disallows excess business losses of noncorporate taxpayers if the amount of the loss exceeds $250,000 ($500,000 for married taxpayers filing jointly). | Per Sec. 2304, the CARES Act temporarily repeals the excess loss limitation through 2020.[3] |
| Business Interest Limitation | For tax years beginning after 2017, Sec. 163(j) disallows a deduction for business interest for any year to the extent that net business interest expense exceeds the sum of a taxpayer's business interest income, 30% of adjusted taxable income, plus floor plan financing interest. | Per Sec. 2306, for tax years beginning in 2019 and 2020, Sec. 163(j) is amended to increase the adjusted taxable income percentage from 30% to 50%. Also, taxpayers can elect to use 2019 income in place of 2020 income for the computation. |
| Bonus depreciation on QIP | The TCJA created a new category of real property – qualified improvement property. All qualified improvement property defaulted to a 39-year cost recovery period and was not eligible for bonus depreciation. | Sec. 2307 of the CARES Act makes technical corrections regarding qualified improvement property under Sec. 168 by making it 15-year property, fixing the so-called retail glitch introduced by the TCJA and making the property eligible for bonus depreciation. |
1. The IRS provided certain subsequent guidance in Revenue Procedure 2020-24.
2. Special carryback rules are provided for certain taxpayers such as real estate investment trusts (REITs) and life insurance companies.
3. Special rules apply to certain passive investors in pass-through entities.
Valuation considerations for the business tax provisions
When should the valuation analyst consider the impact of the business tax provisions?
If the business tax provisions were known or knowable at the valuation date, then the valuation analyst should consider the impact of these provisions on the valuation of the subject company. If uncertainty exists as of the valuation date, the valuation analyst may want to consider scenario analysis.
How might the business tax provisions affect the analysis of the subject entity?
The business tax provisions in Section 2301-2308 of the CARES Act and summarized in the table above may create immediate or future increases to subject entity cash flows. The analyst needs to consider impacts to cash flow but also determine the impact, if any, to the balance sheet in the form of deferred tax assets and/or deferred tax liabilities.
What adjustments might be considered for the asset approach?
For a valuation prepared under the asset approach, the valuation analyst should consider if the business tax provisions applicable to the subject company generate any assets or liabilities which are not already reflected on the subject company’s financial statements as of the valuation date.
How might the business tax provisions affect the subject entity cost of capital?
If a valuation analyst is using a WACC in determining value under an income approach method, then the valuation analyst will want to consider if the interest rate deductibility in Section 2306 of the CARES Act impacts the subject entity’s long-term cost of debt at the valuation date. The valuation analyst may need to adjust the cost of debt in the WACC to reflect the deductible amount.
What adjustments might be considered for the market approach?
The valuation analyst will want to gain an understanding of the provisions applicable to the both the subject company and publicly traded guideline companies or guideline company transactions and consider the impact on financial metrics and valuation multiples. The valuation analyst will want to consider if the business tax provisions applicable to the subject company generate any assets or liabilities which are not already reflected on the subject company’s financial statements as of the valuation date to adjust after application of valuation multiples.
The valuation analyst will also want to exclude any nonrecurring income or expenses from the earnings stream of the subject company and consider the economic overview of the guideline companies’ sales and determine what, if any, adjustments need to be made to account for this.
How might the business tax provisions affect pass-through entity tax benefits?
The temporary repeal of the excess loss limitations in Section 2304 of the CARES Act may create an increased tax benefit to noncorporate (pass-through) taxpayers.
What management interview questions should the valuation analyst consider?
Ask a client or prospect if they anticipate using any of the tax provisions in Sections 2301-2308 of the CARES Act?
Will you qualify for any Section 2301 Employee Retention Credits?
Will you qualify for payroll tax deferral under Section 2302?
Do you have any NOLs subject to the carryback rules under Section 2303?
Do you have any losses in excess of the limits which were repealed under Section 2304?
Does your business interest expense exceed 30% of taxable income?
Do you have any qualified improvement property as defined by Section 2307?
Paycheck Protection Program
The Paycheck Protection Program (PPP) is designed to provide access to cash so that businesses can continue paying their employees and other specific expenses in accordance with the law, such as health insurance premiums, rent or mortgage interest and utilities. This important financial relief is intended to cover specific costs over a 24-week period. The AICPA has dedicated a resource page for the PPP including detailed FAQs.
Valuation considerations for the PPP
When should the valuation analyst consider the impact of the PPP?
If the PPP was known or knowable at the valuation date, then the valuation analyst should consider the impact of this program on the valuation of the subject company. If uncertainty exists as of the valuation date, the valuation analyst may want to consider scenario analysis.
How might the PPP affect the analysis of the subject entity?
The valuation analyst should gain an understanding of the subject company and the reasons for a PPP loan. The use of a PPP loan may indicate that the subject company has been under duress. As a result, historic financial statements may not be indicative of the future operations of the subject company.
If the subject entity is subject to a potential SBA investigation, the analyst may evaluate the impact of that investigation and the usage of the PPP funds. It is possible an informative disclosure needs to be made.
What adjustments might be considered for the asset approach?
For a valuation prepared under the net asset value method if the subject company had an outstanding PPP loan(s), consider reducing the remaining principal balance of the loan(s).
How might the PPP affect the subject entity cash flows?
Valuation analysts may consider the balance sheet impact PPP funds received have and the timing of those impacts, specifically related to the valuation date and the covered period, as that term is defined by the SBA. Analysts may also consider how these PPP funds and the deductibility of related expenses impact free cash flow when performing income approach methods.
How might the PPP affect the subject entity cost of capital?
The balance sheet’s strength will be a consideration in determining whether the entity survives the Pandemic that necessitated the CARES Act and will be a further consideration in the development of the specific company risk.
If a valuation analyst is using a WACC in determining value under an income approach method, then the valuation analyst will want to consider if the interest rate for a PPP loan is reflective of a business’s long-term cost of debt at the valuation date. The valuation analyst may need to adjust the cost of debt in the WACC to reflect a market rate, if the PPP interest rate is below (or above) long-term market rates.
For a valuation method that determines net cash flow to invested capital, if the valuation analyst is using the subject company’s actual capital structure to determine the proportions of debt and equity, consider adjusting the WACC to account for the forgiveness of the remaining principal balance of the outstanding PPP loan(s). The WACC is typically only adjusted if the valuation analyst determines that the PPP loan is part of the subject company’s long-term capital structure.
What adjustments might be considered for the market approach?
In comparing the subject company to publicly traded guideline companies or guideline company transactions, a valuation analyst will want to exclude any nonrecurring PPP income or expenses from the earnings stream of the subject company and consider the economic overview of the guideline companies’ sales and determine what, if any, adjustments need to be made to account for this.
What management interview questions should the valuation analyst consider?
Ask a client or prospect if they have or have applied for a PPP loan.
If they have or applied for a PPP loan, then ask if they received or expect to receive PPP loan forgiveness.
If the answer is yes to the prior questions, then ask the following:
What prompted you to apply for the PPP?
If the PPP has not been funded, what is the probability that it will be funded?
If the PPP has been funded, what did you do with the proceeds?
How were the proceeds from the PPP booked on your financial statements?
What is the outlook for your company in 2020?
What is the outlook for your company after 2020?
Have you lost customers?
Are you collecting accounts receivable?
Have your vendors changed their terms of sale?
Do you have recent financial projections?
Emergency Economic Injury Grant and Economic Injury Disaster Loan
Emergency Economic Injury Grants (EEIGs) provide an emergency advance of up to $10,000 to small businesses and private non-profits harmed by COVID-19 within three days of applying for an SBA Economic Injury Disaster Loan (EIDL). To access the advance, you first apply for an EIDL and then request the advance. The advance does not need to be repaid under any circumstance, and may be used to keep employees on payroll, to pay for sick leave, meet increased production costs due to supply chain disruptions, or pay business obligations, including debts, rent and mortgage.
EIDLs are lower interest loans of up to $2 million available to businesses, with principal and interest deferment at the Administrator’s discretion, that are available to pay for expenses that could have been met had the disaster not occurred, including payroll and other operating expenses.
To be eligible for the EIDL, a business must have been in operation since January 31, 2020 and meet the SBA size standards for a small business. In addition to an EIDL loan, a business owner may also apply for a PPP loan. If a business owner ultimately receives a PPP loan or refinances an EIDL loan into a PPP loan, any advance amount received under the EEIG program would be subtracted from the amount forgiven in the PPP.
Valuation considerations for the EEIG and EIDL
When should the valuation analyst consider the impact of the EEIG and EIDL?
If the EEIG or EIDL was known or knowable at the valuation date, then the valuation analyst should consider the impact of this program on the valuation of the subject company. If uncertainty exists as of the valuation date, the valuation analyst may want to consider scenario analysis.
How might the EEIG and EIDL affect the analysis of the subject entity?
If the EEIG or EIDL was known or knowable at the valuation date, then the valuation analyst should consider the impact of this program on the valuation of the subject company. If uncertainty exists as of the valuation date, the valuation analyst may want to consider scenario analysis.
What adjustments might be considered for the asset approach?
For a valuation prepared under the net asset value method if the subject company had an outstanding EEIG or EIDL loan(s), consider reducing the remaining principal balance of the loan(s).
How might the EEIG and EIDL affect the subject entity cash flows?
If the subject company received an EEIG, then the valuation analyst will want to understand how the EEIG was reflected in the financial statements of the subject company. If the EEIG is recorded as income, then the valuation analyst may need to adjust historic/projected income or cash flows to exclude this one-time grant.
If preparing a capitalization of earnings model, the valuation analyst will also want to consider if there are any nonrecurring expenses associated with obtaining the EEIG or EIDL that should be removed from the cash flows. If preparing a discounted cash flow model and these expenses are expected going forward, the valuation analyst might not adjust for them.
How might the EEIG and EIDL affect the subject entity cost of capital?
The balance sheet’s strength will be a consideration in determining whether the entity survives the Pandemic that necessitated the CARES Act and will be a further consideration in the development of the specific company risk.
If a valuation analyst is using a WACC in determining value under an income approach method, then the valuation analyst will want to consider if the interest rate for an EIDL is reflective of a business’s long-term cost of debt at the valuation date. The valuation analyst may need to adjust the cost of debt in the WACC to reflect a market rate, if the EIDL interest rate is below (or above) long-term market rates.
What adjustments might be considered for the market approach?
In comparing the subject company to publicly traded guideline companies or guideline company transactions, a valuation analyst will want to exclude any EEIG or EIDL nonrecurring income or expenses from the earnings stream of the subject company and consider the economic overview of the guideline companies’ sales and determine what, if any, adjustments need to be made to account for this.
What management interview questions should the valuation analyst consider?
Ask a client or prospect if they have or have applied for an EIDL.
If they have or applied for an EIDL, then ask if they received or expect to receive an EEIG.
If the answer is yes to the prior questions, then ask the following:
What prompted you to apply for the EIDL/EEIG?
If the EIDL or EEIG have not been funded, what is the probability that they will be funded?
If the EIDL/EEIG have been funded, what did you do with the proceeds?
How were the proceeds from the EIDL/EEIG booked on your financial statements?
What is the outlook for your company in 2020?
What is the outlook for your company after 2020?
Have you lost customers?
Are you collecting accounts receivable?
Have your vendors changed their terms of sale?
Do you have recent financial projections?
Small Business Debt Relief Program
The Small Business Debt Relief Program (SBDRP) assists borrowers with certain loans with the U.S. Small Business Administration (SBA). Under the SBDRP, the SBA will pay six months of principal, interest and associated fees on behalf of borrowers with current, non-deferred 7(a) loans, 504 loans or Microloans, as well as, new 7(a), 504 or Microloans disbursed before September 27, 2020. For current and new loans, the SBA will pay the next (or first) six months payments. For deferred loans, the SBA will make the first six monthly payments after the deferment period.
Borrowers do not have to apply for the SBDRP as the SBA will automatically provide the assistance. In addition, the SBDRP has no impact on the borrower’s interest rate. Lastly, the SBDRP does not apply to Paycheck Protection Program loans or Economic Injury Disaster Loans.
Valuation considerations for the SBDRP
When should the valuation analyst consider the impact of the SBDRP
If the SBDRP was known or knowable at the valuation date, then the valuation analyst should consider the impact of this program on the valuation of the subject company. If uncertainty exists as of the valuation date, the valuation analyst may want to consider scenario analysis.
How might the SBDRP affect the analysis of the subject entity?
The valuation analyst will want to gain an understanding of the subject company and the reasons for SBDRP loan deferral. The use of a SBDRP loan deferral may indicate that the subject company has been under duress. As a result, historic financial statements may not be indicative of the future operations of the subject company.
What adjustments might be considered for the asset approach?
For a valuation prepared under the net asset value method, if the subject company had outstanding SBA loan(s), consider reducing the remaining principal balance of the loan(s).
How might the SBDRP affect the subject entity cash flows?
If the subject company had outstanding SBA loan(s) and the valuation analyst is determining net cash flow to equity, consider adjusting cash flow to reflect that the subject company does not have to pay principal and interest for six months.
How might the SBDRP affect the subject entity cost of capital?
The balance sheet’s strength will be a consideration in determining whether the entity survives the Pandemic that necessitated the CARES Act and will be a further consideration in the development of the specific company risk.
For a valuation method that determines net cash flow to invested capital, if the valuation analyst is using the subject company’s actual capital structure to determine the proportions of debt and equity, consider adjusting the WACC to account for the reduction in the remaining principal balance of the outstanding SBA loan(s). The WACC is typically only adjusted if the valuation analyst determines that the SBA loan is part of the subject company’s long-term capital structure.
What adjustments might be considered for the market approach?
In comparing the subject company to publicly traded guideline companies or guideline company transactions, a valuation analyst will want to exclude any SBDRP nonrecurring income or expenses from the earnings stream of the subject company and consider the economic overview of the guideline companies’ sales and determine what, if any, adjustments need to be made to account for this.
What management interview questions should the valuation analyst consider?
Does the subject company have any current loans with the SBA? If yes:
Are the loans 7(a), 504, or Microloans?
Are any of the loans deferred? If so, when is the deferment period expected to end?
Has the subject company discussed the SBDRP with their lender?
Did the subject company make any payments after March 27, 2020? If so, the subject company has the option of having the payment returned or applying the payment to the current loan balance (see https://www.sba.gov/funding-programs/loans/coronavirus-relief-options/sba-debt-relief for additional information)
Had the subject company applied for any loans with the SBA as of the valuation date? If so:
Were the applications for 7(a) loans, 504 loans, or Microloans?
What amount of funding was applied for? What was the expected interest rate?
What was the status of the application as of the valuation date? Was the loan likely to be approved?
Disclaimer: This resource does not establish standards and is not a substitute for the original authoritative guidance. This document has not been approved, disapproved or otherwise acted on by an AICPA senior committee. It is provided with the understanding that the staff and publisher are not engaged in rendering legal, accounting or other professional services. All such information is provided without warranty of any kind. Practitioners are encouraged to have any engagement letters and reports used for the rendering of professional services reviewed by their legal counsel for suitability to the particular engagements performed.
Lead Authors: Nathan DiNatale, CPA/ABV, Ethan Hitchcock, CPA/ABV, ASA, Shaun Maloney CPA/ABV/CFF/CEIV, CGMA, CFA, Thomas Reck, CPA/ABV/CFF, Maureen Rutecki, CPA/ABV/CFF, Josh Shilts, CPA/ABV/CFF, CGMA and Paul Wapner, CPA/ABV, CGMA