You need both your right and left brains when performing a business valuation. Valuing a company is an endeavor that is mostly science, with a fair bit of art added in. To begin, one must understand the three principal methods of business valuation. Next, one must understand there are different ways to apply each method.
Differences in application arise because business valuation professionals (human beings) are responsible for the application and judgment calls that influence the way they apply these valuation methods.
Ultimately, a business valuation is an attempt to estimate the market value of a business. Market value is generally defined as the price point at which a transaction occurs between a willing buyer and a willing seller, both having all relevant facts and neither being under compulsion to buy or to sell. The oddity with any market price is that one party sells at the price where another party buys, and each party believes they are smarter than the other. When multiple parties come together with different views of the industry environment and the particular company, the value of that company becomes a matter of significant judgment.
In the context of business valuation, there are three valuation approaches:
The concept of the income approach is to consider the future earnings and cash flow capacity of the business and to discount those future cash flows to a present value.
The concept of the market approach is to benchmark market prices of either similar publicly traded companies or similar acquired companies and apply that pricing to the subject company through the use of multiples (e.g., enterprise value-to-earnings before interest taxes, depreciation and amortization (EBITDA) or price-to-earnings).
The concept of the cost approach is to consider the value of all of the underlying assets and liabilities of a business. The cost approach is not typically used in the valuation of an operating business, as it is difficult to discern the intangible values of a business. Cost is, however, often considered for asset holding companies (e.g., real estate holding companies) and can be considered as a floor value of a company.
The income approach is most commonly executed using a discounted cash flow analysis or “DCF.”
At each step along the income approach, there are areas of judgment:
The forecast should consider the future outlook of the business, the economy and the industry. One should consider:
With regard to any forecast, the only certainty is its inaccuracy. Clearly, when looking toward the future, there will be significant judgments.
In addition, when preparing a forecast, one should consider how a hypothetical buyer might view the company. For example, private companies sometimes include discretionary expenses (automobiles, private planes, excessive salaries) that a third party would not have in its expense structure. Scouring the financial statements for unusual or unnecessary expenses is an important step in valuing a business, and valuation practitioners will often disagree on the adjustments to be made.
The discount rate is the rate used to discount future cash flow to determine its present value. The discount rate is used to see if the value will meet or exceed the cost of capital, or the return needed to achieve a positive investment.
Estimating the appropriate cost of capital for a business involves numerous assumptions with respect to market returns, industry risk factors, appropriate capital structure, the cost of debt and consideration of any specific risk factors of the business. Although valuation practitioners look at market data and consider the risk factors of guideline companies, there remains subjectivity in selecting guideline companies and data points.
The terminal value is the present value of a business’ future cash flow beyond the typical forecasted period.
The main areas where valuation practitioners may differ when estimating a terminal value is in the selection of a valuation multiple or a long-term growth rate. The difficulty with using a multiple to estimate terminal value is that one is attempting to estimate a multiple on an earnings figure that is five years (or more) into the future. Observed multiples of guideline companies, which have their own subjectivity, are largely impacted by near-term expectations and may not be appropriate for a future earnings measure. Likewise, selecting a long-term growth rate is inherently subjective. When using terminal value to estimate a business valuation, one should consider the economic and industry outlook in the long term.
The market approach is most often executed using two similar methodologies: the guideline company method and the guideline transaction method.
The guideline company method involves obtaining market information for publicly-traded companies that are considered to be most similar to the subject company. Using this data, valuation practitioners compute various market multiples, which can include:
Multiples such as these can be computed for the guideline companies across various time periods (e.g., latest twelve months, latest fiscal year, projected fiscal year, etc.), then applied to the corresponding financial measure for the subject company.
Valuation practitioners will often disagree on the selection of the guideline companies, the types of multiples and the time periods. In addition, no two companies are exactly alike, and adjustments to the market multiples and the earnings measures should account for differences between the public guideline companies and the subject company.
For example, the guideline companies may be more mature businesses and have lower growth outlooks than the subject company. In this case, one may increase the market multiple applied to the subject company to account for its enhanced growth prospects. Adjustments could also be made for risk, asset intensity, tax differences, non-operating assets and more. These adjustments leave significant room for judgment.
An additional factor when applying the Guideline Company Method concerns the application of a control premium. The stock prices of publicly-traded companies reflect the price paid for a single share of stock, where the owner has no effective control over the operations of a company.
When public companies are acquired, the price paid is typically a premium to the current market price for a single share. Some of this premium may reflect the buyer’s ability to exercise control over the business and its cash flows. As such, many business valuation professionals apply a control premium to the market price of the stocks of the guideline companies. The application and estimation of this premium is a factor that has been debated within the valuation community, and it remains a significant element of the judgment that impacts estimated values.
The guideline transaction method is similar to the guideline company method in many respects. Rather than consider the price of similar publicly-traded companies, it considers the available information related to companies that have been acquired. If estimable, multiples of revenue, EBITDA, EBIT and other elements are calculated and applied to the corresponding financial measures of the subject company. In addition to the subjective nature of choosing the guideline transactions, the multiples and multiple adjustments, this approach is also troubled by the limited and inconsistent data available regarding acquired companies.
The application of the income and market approaches have many areas of subjective judgment that practitioners make based on their experience and knowledge. Consideration and reconciliation of multiple approaches allows practitioners to gain confidence in estimating how much your business is worth. However, the subjective nature of a business valuation makes it more of an art than a science.
©All Rights Reserved. July, 2021. DailyDACTM, LLC d/b/a/ Financial PoiseTM
Steven Fischoff is Senior Director at Alvarez & Marsal, a global professional services firm that provides advisory, business performance improvement and turnaround management services.
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