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Vanita Spaulding, MBA CFA ASA, Managing Director

Cogent Valuation

21700 Oxnard Street Suite 1080
Woodland HIlls, California 91367

vanita@cogentvaluation.com
http://cogentvaluation.com
P:. (818) 905-8330
F: (818) 905-8040

Biography

Vanita Spaulding, MBA, CFA, ASA

Phone: (818) 905-8330
Cell: (310) 391-0960
Email: vanita@cogentvaluation.com

Overview

Vanita M. Spaulding, MBA, CFA, ASA is a Managing Director at Cogent Valuation, a national valuation firm with offices in Los Angeles, San Francisco and Costa Mesa.

Vanita has more than 30 years of valuation experience helping clients in the areas of financial reporting, litigation support, estate planning and tax valuation. She has a diverse background in a myriad of valuation projects including federal estate tax and gift tax, allocation of purchase price (FAS141R/ASC805) and impairment testing (FAS142/ASC350), common stock valuation and share-based compensation valuation (IRC 409A and FAS123R/ASC718), fairness and solvency opinions, intellectual property analyses, pre-acquisition financing, merger and acquisition pricing, ESOP formation and compliance, and various litigation support projects relating to marital and partnership dissolution, dissident stockholders, breach of contract, lost profits, personal injury losses, and eminent domain.

She is qualified as an expert to perform litigation support services and has appeared as an expert witness before the Superior Courts of Los Angeles, Orange, Riverside, and San Bernardino Counties, as well as the American Arbitration Association.

Vanita is active in the American Society of Appraisers as a course instructor and developer, and served as the president of the Los Angeles Chapter in 1994. She is also a past member of the International Business Valuation Committee, past Chairman of the ASA Advanced Business Valuation Conference held in October 2007, and is currently serving on the Appraisal Issues Task Force (AITF). Recently she co-chaired the IRS ASA Symposium on valuation issues in Los Angeles.

Specifically addressing valuation in the healthcare industry, we have valued businesses and business assets in the following categories:

  • Hospitals
  • Assisted living facilities
  • Skilled nursing facilities
  • Radiologoy centers
  • Oncology centers
  • Imaging centers
  • Medical offices and clinics
  • Surgery centers
  • Optometrists
  • Clinical laboratories
  • Diagnostic laboratories
  • Plasma centers
  • Home health care
  • Rehabilitation facilities
  • Urgent care facilities
  • Pharmacies
  • Sperm banks
  • Stem cell storage

Prior Experience

Ceteris
Los Angeles, California 2008 – 2011

Managing Director, Western Region Valuation Services
Co-developer of the Valuation services practice for Ceteris. Responsible for managing the growth, training and development of Ceteris valuation practice analysts; lead valuation teams performing financial reporting valuation projects for FAS 141R, FAS 142, FAS 123R, and IRC 409A; lead litigation support teams regarding tax controversy issues; assist in the development of regional valuation practices for San Jose, New York, Chicago, Boston, Dallas and Salt Lake City offices; and work closely with all client teams to provide quality service delivered in a timely manner.

BDO /Trenwith Valuation, LLC
Los Angeles, California 2006 – 2008

Managing Director, Western Region
Managed the growth, training and development of the BDO/Trenwith valuation practice; lead valuation teams performing financial reporting valuation projects for FAS 141, FAS 142, FAS 123R, and IRC 409A; lead litigation support teams regarding business damage cases, minority shareholder suits, and estate tax.

Lead the valuation review process for audit and tax clients of BDO, and co-developed the review procedures required for all non-Trenwith sourced valuation projects.

One of three members of the National Leadership Committee for BDO/Valuation and a member of the Fair Value Task Force established in 2006 to develop appropriate valuation and audit practice procedures given the coming implementation of the new FAS 141R and FAS 157.

Gursey, Schneider & Company, LLP
Los Angeles, California 2001 – 2006

Partner
Built and led the business valuation division of GSCO providing valuation services related to tax, audit and litigation matters. Projects included valuation and testimony for partner in one of largest venture capital firms in Silicon Valley; valuation of major commercial insurance agency for initiation of ESOP; valuation of a major furniture manufacturer/retailer for estate planning. GSCO is a regional accounting firm of 125 people with its corporate office in Century City.

V.M. Spaulding & Associates
Woodland Hills, California 1989 – 2001

Owner
Founded V.M. Spaulding & Associates, a firm specializing in business valuation, litigation support, and tax-related matters.

Deloitte
Los Angeles, California 1986 – 1989

Manager, Financial Valuation Group
Managed all phases of valuation practice including business development, valuation scheduling, deliverables, training, and collection. Projects included valuation of acquired intangible assets for financial reporting, tax valuation issues, and litigation support issues.

Desmond and Marcello
Los Angeles, California 1982 – 1986

Valuation Analyst
Provided valuation services for large and mid-sized privately held businesses for divorce, eminent domain, and estate tax purposes. Provided first expert witness testimony in 1985. Analyst for the Estate of Gallo valuation and assisted the expert Desmond in litigation. Analyst for Estate of Simpson regarding a minority interest in Simpson Timber, the largest privately held timber company in the US.
Education

MBA, Finance, California State University, Northridge, CA 1985
BA, Finance and Economics, Magna Cum Laude, California State University, Northridge, CA 1982

Teaching Experience

ASA Principles of Valuation: Ms. Spaulding has been a lead course instructor of the four courses needed to earn the ASA (Accredited Senior Appraiser) designation from the ASA (American Society of Appraisers) in the business valuation discipline:

• BV201 Introduction to Business Valuation – Introduces business valuation theory, research methodology, economic and industry analysis; the asset approach, and special introductory topics.

• BV202 The Income Approach – Builds upon the foundation of the introductory course and develops the income approach including CAPM, discounting methodologies, taxation theory, the Ibbotson variables, invested capital and equity approaches.

• BV203 The Market Approach – Introduces and practices the guideline company methodology, transaction methodology, buy/sell agreements, rules of thumb, and other market methods. Further explores discounts and premiums first discussed in BV202.

• BV204 Business Valuation Case Study – Utilizes a case study to apply the knowledge acquired in the previous three courses to the valuation of an actual company. Activities include online research for industry data, company analysis, economic and industry analysis, participation in mock management interviews, and other facets of the valuation process.
Non-Litigation Valuation Engagement Experience

Over 1,500 non-litigation valuation projects, including as examples:

• Provided valuation services to a major multinational off-shore oil drilling rig manufacturer needing to comply with FIRPTA (Foreign Investment in Real Property Tax Act), from 2006 to 2010.

• Provided valuation services relating to the acquisition of a manufacturer of precision-machined components, integrated kits and assemblies to the commercial aerospace and defense markets by an aerospace component manufacturer in a strategic merger.

• Developed valuation for FAS142/ASC 350 (impairment testing) and IRC 1297 (PFIC Analysis) for a NASDAQ-traded Israeli company that provides Internet protocol service optimization solutions for DSL.

• Provided multiple valuations for a multi-state urgent care clinic company for several company acquisitions FAS141/ASC 805 (Purchase Price Allocations), FAS142/ASC 350 (impairment testing), IRC409A and FAS 123R/ASC 718 (option valuation) and warrant valuation.

• Provided multiple valuations for a $1.8 billion revenue national professional staffing company for more than 50 company acquisitions per FAS 141/ASC 805 (Purchase Price Allocations), FAS142/ASC350 (impairment testing) and FAS 123R/ASC 718 (option valuation) and warrant valuation.

• Provided valuation services for company reorganization and estate planning for a multi-state provider of Verizon Wireless products and services, including warehousing.

• Provided valuation and audit support reporting for a multi-state financial advisory and practice management consulting company for ASC 718 and 350 (stock options and impairment testing).

• Provided valuation services for estate planning for a family owning multiple Los Angeles based businesses in the seafood importing/warehousing/distribution industry.

Expert Reports and Litigation Experience

• Provided valuation services to Estate of Simpson regarding a minority interest in Simpson Timber, the largest privately held timber company in the US at that time.

• Provided valuation services and deposition for eminent domain matter regarding a thoroughbred horse business.

• Provided valuation services and deposition pursuant to the divorce of a Silicon Valley Venture Capital Firm’s founder.

• Provided valuation services, deposition and trial testimony for the divorce of a co-founder of a major software development and production company in Los Angeles.

• Provided valuation services, deposition and mediation for the divorce of same-sex partners for a restaurant business in Los Angeles.

• Provided valuation services, deposition and trial testimony for the divorce of a founder of an electronic test equipment manufacturer in Oregon.

• Provided valuation services, estate accounting, and mediation services for a disputed estate disposition.

• Provided valuation services, consulting and mediation for the transfer of ownership of a family business to one of two siblings.

• Provided valuation services, consulting and mediation for the sale of minority interests to employees of a professional sales representative business in Florida.

• Provided valuation services, consulting, and settlement discussions with the IRS auditor for the gift of minority interests in a real estate holding company.

• Provided valuation services and mediation for a management consulting firm for the divorce of a founding member in Los Angeles.

• Provided litigation support services in a taxpayer valuation dispute regarding the fair market value of several controlled foreign corporations.
• First trial testimony in 1985 regarding a business damage case caused by an eminent domain taking in Los Angeles County.

Accreditations and Designations

Accredited Senior Appraiser (ASA), 1988
Chartered Financial Analyst (CFA), 1990

Professional Associations and Memberships

American Society of Appraisers
Appraisal Issues Task Force (AITF)
American Arbitration Association

Focus Areas

Business Valuation, Financial Report, Intangible Asset Valuation, Litigation Support, Mergers