Taking a Red Pen to Financials for Valuation Purposes

Financial statements are an important source of data for valuing a business. But they tell only part of the story. An accurate business valuation hinges on a comprehensive understanding of the subject company’s relative performance and its future earnings power. To help clarify matters, experts often make various adjustments to the financials. Here are some examples. Non-recurring adjustments From a valuator’s perspective, an obvious shortcoming of financial statements is that they demonstrate historic results, not expected performance. Historical data is less relevant if operations are expected to change in the future. For example, a valuator might remove extraordinary or unusual items — such as proceeds from a legal settlement or short-term effects of hurricane damage — from a company’s income statement. Similarly, to better reflect future earnings potential,...

Do Valuation Discounts Apply to Compulsory Shareholder Buyouts?

Valuation discounts for lack of control and marketability are major points of contention when companies or controlling shareholders are required to buy out shareholders who own minority interests. What’s appropriate depends on the facts of the case — and there’s an important distinction between statutory and contractual buyouts. Statutory buyouts In many jurisdictions, minority shareholders who are oppressed by controlling shareholders or who dissent to major business decisions are entitled to receive the “fair value” of their shares. Statutory appraisal rights provisions protect investors from being shortchanged in minority shareholder squeeze-outs, privatizations and leveraged buyouts, especially when the deal involves company insiders who may have a potential conflict of interest. It’s up to the court to determine a fair buyout price in these cases, but both sides usually...

Looking Beyond the Financials for Clues to a Business's Value

An experienced business valuation professional considers more than just a company’s financial statements when quantifying its value. The professional conducts detailed interviews and asks for a variety of documents when gathering information to use to value the business — and some of this information may provide objective insight into how much the owners believe the business is worth. Here are some key examples. Buy-sell agreements Shareholders often protect their business interests with buy-sell agreements that contain valuation formulas to be used on a shareholder’s death or termination. Some detailed buy-sell agreements may even specify whether valuation discounts apply and, if so, how much. But if a buy-sell agreement has been superseded or is otherwise outdated, it may not be as relevant to current market values. Life insurance policies Life...

Rx for Valuing a Distressed Business

Over the last two years, market conditions — from cost increases and forced shutdowns to shortages of labor and supplies — have taken their toll on many businesses. While owners of distressed businesses may hope to turn things around, some will unfortunately shutter. Valuation is a prophecy of the future, not the past. So valuing a financially troubled company requires special treatment. Diagnosing the situation Valuing a distressed business is similar in many ways to valuing a healthy one: The valuation professional evaluates financial information and examines the business and its industry to assess the company’s ability to generate earnings. But troubled companies don’t behave in quite the same way as healthy companies, so valuators must approach them a little differently. One of a valuator’s biggest challenges in...

Valuing a Business for Divorce

When divorcing spouses own a private business interest, it complicates the settlement process. The value of a business isn’t necessarily as straightforward as the values of other marital assets. And it’s often impractical to sell the business and split the proceeds, because there may be other owners who aren’t interested in selling and it takes time to sell a business. Plus, the business’s value might be partially excluded from the marital estate, depending on state law, legal precedent and prenuptial agreements between the spouses. Fortunately, a business valuation professional can help you sort through the issues. Tangible vs. intangible value The value of a business can be broken down into two pieces. First up are tangible (or hard) assets, which include such items as cash, receivables and equipment....

Dont Discount the Key Person Discount

In the fourth quarter of 2021, CEO resignations were up 16% over the prior year, according to executive outplacement firm Challenger, Gray & Christmas. Recent and announced high profile departures include Twitter’s Jack Dorsey, Amazon’s Jeff Bezos and American Airlines’ Doug Parker. This trend is expected to continue into 2022 as executives swap high-stress positions for more family time. Would your business survive if its CEO or founder suddenly jumped ship? Large public companies often have deep management structures and succession plans in place. So, they can usually recover from the loss of a C-level executive over time, except in rare instances. It’s more common for smaller businesses to depend heavily on a key person — and the actual, or even the potential, loss of that...

The Cost Approach to Valuing a Business

The cost (or asset-based) approach to valuing a business focuses on the balance sheet. This financial statement reports “book values” for the company’s assets and liabilities. Here’s how the cost approach works and when it might be an appropriate method of valuation.  Book value vs. fair market value Amounts reported on a company’s balance sheet for its assets and liabilities may not reflect their fair market value to a potential buyer or seller. One reason is that, under U.S. Generally Accepted Accounting Principles (GAAP), assets are recorded at historic cost. Over time, historic cost may understate market value for appreciable assets, such as marketable securities and real estate. Additionally, internally generated intangible assets — such as copyrights, patents, brands and goodwill — are excluded from balance sheets prepared...

When Subsequent Events Count

The value of a business interest is valid as of a specific date. The effective date is a critical cutoff point because events that occur after that date generally are not taken into account when estimating value. However, there are two key exceptions when subsequent events count. (1) When an event is foreseeable Subsequent events that were reasonably foreseeable on the effective date are usually factored into a valuation. That’s because, under the definition of fair market value, hypothetical willing buyers and sellers are presumed to have reasonable knowledge of relevant facts affecting the value of a business interest. Examples of potentially relevant subsequent events are: An offer to purchase the business, A bankruptcy filing, The emergence of new technology or government regulations, A natural or...

What Factors into the Cost of Capital?

Valuation experts often use discounted cash flow (DCF) techniques to determine the value of a business or estimate economic losses. A critical input in a DCF model is the cost of capital. This is the rate that’s used to discount future earnings into today’s dollars. Small changes in this rate can have a major impact on the expert’s conclusion, so it’s important to get it right. Debt vs. equity The term “cost of capital” refers to the expected rate of return that the market requires to attract funds to a particular investment. The cost of capital is based on the perceived risk of the investment. Risky companies (or investments) warrant a higher discount rate and, therefore, a lower value (and vice versa). A business can be financed with...

Taking Marketability Discounts on Controlling Interests

In a business valuation context, the term “marketability” refers to the ability to quickly convert property to cash at minimal cost. While publicly traded stocks are readily marketable, interests in private companies typically require substantial time, cost and effort to sell. To the extent that public stock data is used to value private businesses, a discount may be warranted to reflect the lack of marketability. However, an important distinction must be made when applying these discounts to controlling interests. Minority vs. controlling interests Marketability discounts are well established when valuing minority interests in closely held businesses. Several empirical studies support and quantify these discounts. Restricted stock and pre-IPO studies, for example, demonstrate the spread between prices paid for freely traded shares and identical shares that are less...