Defining Reasonable Compensation for Business Valuation Purposes

Beauty is in the eye of the beholder, as the saying goes, and so apparently is “reasonable compensation” for a business owner.

Many variables can make providing a defensible, rational estimate of reasonable compensation extremely challenging when a valuation analyst is conducting a business valuation, according to Kevin Yeanoplos, CPA/ABV/CFF, ASA, Director of Valuation Services at Brueggeman and Johnson Yeanoplos, P.C. That is because owners of private companies have discretion in terms of the size, timing and payment methods used for compensation and profit distribution, so each owner might handle compensation differently.

However, most valuation analysts would agree that normalizing financials to reflect reasonable compensation for the business owner is critical to avoiding distortion of a business valuation. “There may not be a single adjustment that is more important than the adjustment for reasonable compensation,” Yeanoplos says. “It can make millions of dollars difference [to the business value], depending on that adjustment.”

Using a number for reasonable compensation that results in a valuation that is too high or too low can cause issues when it comes to alimony payments, gift and estate taxes, regulations, etc., according to Yeanoplos. “I’ve got to know what reasonable replacement compensation is to be able to determine the true profit” of the business being valued, he says.

Yeanoplos discussed reasonable compensation methodology, elements of compensation, market pricing considerations and common mistakes in determining reasonable compensation during a recent webinar on Sept. 28 (“Keys to the Never-Ending Search for Reasonable Valuation Compensation“).

Valuation analysts have to be careful not only about the survey data they use to help determine reasonable compensation, but also about adjustments made for productivity, duties and commingled profits, Yeanoplos says. For example, owners will sometimes misclassify personal expenses as valid business expenses, and valuation analysts must be looking for those as they review financials.

Below are eight examples of misclassified personal expenses to watch out for, according to Yeanoplos:

Rent in excess of market prices paid to a related party
Overpaid family member employees
Phantom “employees” who are family members
Personal usage of company vehicles or other company assets
Golf, yacht and social club dues and usage costs, including lessons
Loans at below-market interest rates
Legal and other professional fees paid for personal matters, such as a divorce
Non-business costs of cell phones and internet usage

“If there’s a personal expense that’s been misclassified as a valid business expense, what that does is understates the profit,” Yeanoplos says. “There needs to be an adjustment to increase the profit.”

“All of these things work together,” he says.

Learn more from the recorded webinar, Keys to the Never-Ending Search for Reasonable Valuation Compensation.

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