How the Pros Use Public Data to Value Private Businesses

Business valuation professionals often use public stock market data to value private businesses — even though there are critical differences between closely held and publicly traded companies. Here’s an overview of how valuators modify their analyses to take advantage of objective, market-based indicators of value. Recognizing key differences Public companies differ from private ones in the following five critical ways: Level of oversight, differing goals. The Securities and Exchange Commission requires public companies to file paperwork (such as annual 10-K forms) and comply with its rules and regulations (such as the Sarbanes-Oxley Act). Private businesses are generally exempt from these requirements, freeing them to focus less on earnings per share (a short-term performance metric) and more on long-term or non-financial goals. Additionally, private businesses commonly downplay...

Business Valuation Pros Can Wear Two Hats

In adversarial situations — such as divorces, contract breaches and shareholder disputes — you might need to hire an outside business valuator to evaluate complex financial matters. To get the most from these professionals, it’s important to understand the two key roles they can play in conflict resolution. Keeping these roles separate helps prevent valuators from being seen as “hired guns” by judges, juries, arbitrators and mediators. Expert witnesses Valuators often serve as expert witnesses in litigation. In this role, they may provide written opinions and verbal testimony on financial issues concerning: The value of a business, including the fair market value or fair value of a specific owner’s business interest, Economic damages, including temporary lost profits and diminution in business value, Formal rebuttal of...

Site Visits: A Critical Step in the Business Valuation Process

Valuing a business requires more effort than just plugging numbers from the financial statements into a spreadsheet or artificial intelligence software program. A valuation professional needs a comprehensive understanding of business operations. Financial statements, tax returns and marketing materials tell only part of the story. Site visits can help bridge the gap, especially in adversarial situations. Touring the facilities During site visits, valuators tour the company’s facilities with the following questions in mind: Do the company’s operations appear efficient and organized? Do employees and managers seem competent and productive or disgruntled, overworked or adversarial? Are there any capacity constraints? What is the condition of the company’s property, plant and equipment (for example, any obsolete, unused, unrecorded or nonoperating assets)? For retail operations, does the company have adequate...

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...

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...

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...

How to Use the Cost Approach to Value a Business

The balance sheet — which shows a company’s assets and liabilities — is a logical starting point for valuing certain types of businesses. The cost (or asset) approach specifically focuses on this part of a company’s financial statements. Here’s an overview to help you understand this valuation technique. How does it work? When valuation professionals apply the cost approach, they convert the book values reported on the balance sheet to their respective fair market values. There are three key reasons that book value may not reflect fair market value to a hypothetical buyer or seller: 1. Use of historic cost. 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...

3 Approaches to Valuing a Business

Valuing a private business is a complex endeavor. But, when all is said and done, valuation analyses boil down to three general approaches. 1. Market approach Under this approach, valuators derive pricing multiples from public or private comparable transactions. These pricing multiples are then applied to the subject company to derive its value. For example, an expert might calculate a median price-to-earnings multiple of 4.5 based on a sample of six comparable transactions. Then the valuator would multiply the subject company’s earnings by 4.5 to arrive at its value. The expert also must consider whether adjustments are warranted to account for the differences between the subject company and comparable firms. Two popular methods fall under the market approach. First, the guideline public company method uses the prices paid for...

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...