Selling a Private Business? A Valuation Pro Can Provide Peace of Mind

Mergers and acquisitions can be stressful for entrepreneurs who have invested blood, sweat and tears in their businesses — or second-generation owners who are selling their parents’ legacies. Setting the asking price and understanding the deal terms, including complex tax matters, can be overwhelming. Fortunately, a business valuation professional has the financial knowledge and real-world experience to help maximize the selling price and minimize the guesswork. Preparing for sale Valuators understand the relationship between risk and return as well as factors that affect value. So they’re equipped to assist in making companies more attractive acquisition candidates. Before a business goes on the market, a valuation pro can help address the following critical items: Financial statements. Audited financial statements offer prospective buyers greater assurance than reviews, compilations or internal...

Using Financial Statements to Value a Business

The starting point for a business valuation is generally the subject company’s financial statements. Here’s an overview of how historical financial statements can serve as the basis for a valuation professional’s conclusion under the cost, income and market approaches. Cost (or asset-based) approach Because the balance sheet identifies a company’s assets and liabilities, it can be a reliable source of financial information, especially for companies that rely heavily on tangible assets (such as manufacturers and real estate holding companies). Under U.S. Generally Accepted Accounting Principles (GAAP), assets are recorded at the lower of cost or market value. So, adjustments may be needed to align an item’s book value with its fair market value. For example, receivables may need to be adjusted for bad debts. Inventory may include obsolete...

Benchmarking to Gauge Risk in Business Valuation

Benchmarking — or comparing a company’s financials to those of industry peers and its own historical performance — can provide insight into future cash flows and operating risks. Business valuation professionals use the following types of benchmarks to assess company-specific risk and, in turn, a subject company’s expected return. Profitability Profitability metrics evaluate how much money the subject company earns from each dollar in revenue. For-profit companies need to earn enough to cover fixed and variable costs, but some may accept a loss on certain products to gain market share or lure customers. Common profitability metrics include: Gross margin [(revenue - costs of sales) / revenue], and EBITDA margin (earnings before interest, taxes, depreciation and amortization / revenue). Profit margin (net income / revenue) may be less relevant when...

7 Questions to Ask About a Business Valuation Report

Business valuation experts will usually provide formal written reports that explain how they arrived at their conclusions. Asking seven questions can help you determine whether an expert’s report is comprehensive and on-point. (1) Did the expert properly define the engagement? Most valuation reports start with a detailed description of the assignment. Beyond the name of the subject company, the definition includes: The size of the interest (the ownership percentage of the number of shares or units), Effective date of the valuation, Intended uses of the report, The standard of value (for example, fair market value, fair value or strategic value), and The basis of value (minority vs. controlling basis and marketable vs. nonmarketable basis). If the expert applied discounts for lack of control or marketability, a substantial...

Measuring Fair Value for Financial Reporting Purposes

Fair market value is the appropriate standard of value in most business valuation assignments. But when valuing an asset for financial reporting purposes, fair value is generally used. Here’s an overview of what fair value is and how it differs from fair market value. Eyes on GAAP The terms “fair value” and “fair market value” are sometimes used interchangeably. To a business valuation professional, however, they have very different meanings. Under U.S. Generally Accepted Accounting Principles (GAAP), fair value is “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This definition is found in Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement. For example, fair value may be used when: ...

IRS Provides Roadmap on How to Value a Private Business

Revenue Ruling 59-60 is a landmark piece of IRS guidance that outlines the factors to consider when estimating the fair market value of a private business. Here’s an overview of those factors, along with other hidden details found in the ruling’s fine print. 8-factor approach Revenue Ruling 59-60 says that business valuation is an inexact science, often resulting in “wide differences of opinion” about the value of a particular business interest. Therefore, valuation professionals use a customized approach that considers the following eight factors: 1. The nature and history of the subject company, 2. The outlook for the general economy and industry, 3. Book value and financial condition (from at least two years of balance sheets), 4. Earnings capacity (from at least five years of income statements), 5. Dividend-paying capacity (as opposed...

Valuing a Startup Business

Many startup ventures have never generated positive cash flow — or even revenue. How can a valuation analyst value a startup business when it has no track record? Without historical performance to rely on, valuators often turn to the entrepreneurs’ forecasts. However, no one can see into the future. So, prospective financial statements can be subjective and risky, especially in today’s volatile marketplace. Professional skepticism When evaluating prospective financials, valuators must exercise professional judgment and consider making adjustments where necessary. For example, whether or not an entrepreneur has put together formal financial projections can provide insight into the most important determinant of a startup company’s ability to succeed: management. Other important considerations include the startup’s competitive advantage, business type, market size, and potential growth opportunities. Lifecycle of a startup The...

Discounting vs Capitalizing: Common Business Valuation Methods at a Glance

Two techniques fall under the income approach umbrella when valuing a private business interest: the discounted cash flow (DCF) method and the capitalization of earnings method. How do these two commonly used methods compare — and which one is appropriate for a specific investment? Fundamentals of discounting The DCF method estimates the present value of future expected net cash flows using a discount rate. It entails these basic steps: Compute future cash flows. Potential investors are generally trying to determine what’s in it for them in terms of cash flow and an acceptable return on investment. Historical earnings are often the starting point for estimating expected cash flow over a discrete discounting period of, say, five or seven years. Then, the valuation expert calculates a terminal (or residual)...

Looking to the Future When Valuing a Business

Historical financial results are only relevant in a valuation to the extent that the business expects to achieve similar results in the coming years. When projecting future economic benefits, it’s important to consider expected changes to a subject company’s internal and external conditions. Challenging the status quo The last three to five years of financial statements are usually on the list of documents experts use to value a business. With some companies, it’s possible to simply take historical financial statements and apply an assumed growth rate into perpetuity. But experienced valuation professionals know that future performance can’t always be expected to mirror the past. One key reason is capacity constraints. To achieve an expected growth rate, a larger facility or additional equipment may be needed over the long...

Valuation Provisions to Incorporate into Buy-Sell Agreements

At the heart of every successful buy-sell agreement are well-reasoned business valuation provisions. By thinking through valuation matters and anticipating potential sticking points while the owners are on good terms, you can help facilitate future buyouts — when relations might be strained. Estimating value Several possible valuation approaches can be used to set the price in a buy-sell agreement. Some agreements use a formula or rule of thumb, such as book value or some multiple of earnings or cash flow. Others base the price on the shareholders’ judgment of value. But these methods can easily lead to under- or overvaluation, or to conflicts among the shareholders. Usually, the best approach is to provide for valuations by one or more independent valuators, either periodically or at the time of...