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Business Valuation
101Demystifying Business Valuation for
Small Business Owners
Theresa Zeidler-
ShonatDirector of Valuation Services
1
The Short Answer
• Business valuation is a process and a
set of procedures used to estimate the
economic value of an owner's interest
in a business.
3
Definition: Valuation
• Valuation – (noun) the act or process of determining the value of a business, business ownership interest, security, or intangible asset.
6
Definition: Appraisal
• Appraisal - (noun) the act or process of developing an opinion of value; an opinion of value.
7
Estate and Gifting
• Death of business owner
• Transfer of business ownership to the
next generation through gift of shares
9
Divorce
• A party in the divorce holds an equity
position in a closely-held company, or
owns intellectual property that is
considered part of the divisible marital
property (“undivided one-half marital
property interest”)
10
Lending Scenarios
• Some SBA loans require a business
valuation if a specific set of conditions
exist
• Intangible assets are being used as
collateral and the lender wants an
idea of their worth
11
Business Planning
• Strategic planning - company is
considering several options and is
wanting to determine the impact
of several scenarios
• Succession planning
• Exit Planning
• Impact of expanding into new
industry or making an acquisition
12
Financial Reporting
• Company has just been acquired or
made an acquisition: purchase price
allocations (ASC 805)
– Total purchase consideration is allocated
to the acquired assets.
– Includes intangible asset valuations
13
Financial Reporting
• Company has goodwill or indefinite-
lived intangible assets on their balance
sheet from a previous acquisition -
impairment testing (ASC 350)
14
Financial Reporting
• Company holds a minority interest in
another company and is required to
mark that investment to market
15
Stock-Based Compensation
• 409A valuations.
– Private companies are required by
the IRS (Section 409A) to show that
their common stock options are
issued at fair market value, and
therefore must conduct a formal
valuation opinion at least once
every 12 months to avoid potential
tax penalties.
16
Stock-Based Compensation
• ASC 718 valuations. – ASC 718 requires that all equity
awards granted to employees, consultants, and board members be accounted for at "fair value" and then expensed over the vesting term of the grant.
– This can become more difficult as additional grants are made and vesting and forfeitures add complexity to the calculations.
17
Intangible Asset / Intellectual
Property Monetization
• Company is considering
monetizing assets - either through
use as collateral or licensing the
asset to a third party
• Company is contemplating sale
of the asset and need help
determining a price
• Company is contemplating
purchase of an asset and looking
to determine if price is fair 18
Buy-Sell Agreement
Development • Most buy-sell agreements have a
provision for determining the price at
which an interest in the company is
sold.
– Basing this on a valuation, or requiring a
valuation in the buy-sell agreement
mitigates risk
19
Shareholder Buyouts
• Not all companies have a buy-sell
agreement in place.
• Business valuations can provide a
good point to begin negotiations, and
smooth the process.
20
Business Valuation Timeline
22
I.
•Project Scoping and Engagement Letter
•This typically takes a few days between initial discussions and the engagement letter
II.
•Information and Data Request
•This length of this step depends on how quickly client responds with requested information
III.
•Initial Modeling and industry research
•This portion should take 4 to 6 days to complete
IV.
•Follow up questions for client
•Questions arise during step III. Timing depends on client response time.
V.
•Finish model and finalize report
•A few days to a week depending on responses received in Step IV.
VI.
•Submit final report to client
•In total process typically takes 3 to 6 weeks.
So What is “Value?”
• “Value” expresses an economic concept. As such, it is never a fact but always an opinion of the worth of a property (asset)
• “Value” should always be qualified; e.g., “fair market value,” “liquidation value,” or “investment Value
24
Definition: Value(USPAP, paraphrased)
• Value is the monetary relationship between properties (assets) and those who buy, sell, or use those properties (assets)
25
The “Definitions of Value”
• Fair Market Value
• Fair Value
• Investment Value
• Intrinsic Value
• Liquidation Value
– Orderly
– Forced
26
Fair Market Value
• “The price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts. Court decisions frequently state in addition that both the hypothetical buyer and seller are assumed to be able, as well as willing, to trade and to be well informed about the property and concerning the market for such property.” 27
Source: IRS Revenue Ruling 59-60
Fair Market Value
• "The price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arms length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts."
28Source: The International Glossary of Business Valuation
Terms
Fair Value (Financial
Reporting) • "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."
29
Source: ASC 820
Investment Value
• "The value to a particular investor based on
individual requirements and
expectations."
31Source: The International Glossary of Business Valuation
Terms
Intrinsic Value
• "The value that an investor considers, on the basis of an evaluation or available facts, to be the "true" or "real" value that will become the market value when other investors reach the same conclusion. When the term applies to options, it is the difference between the exercise price or strike price of an option and the market value of the underlying security." 32
Source: The International Glossary of Business Valuation
Terms
Liquidation Value
• The most probable price that a
specified interest in real property is
likely to bring under extreme
compulsion to sell.
33
Source: Paraphrased from the Appraisal Institute, The Dictionary of Real Estate
Appraisal
The Value Equation
35
+
+
+
The Business Enterprise Equation
Value of Business
Enterprise
Value of Net
Working Capital
Value of Equity
Value of Tangible
Assets
Value of Interest-
Bearing DebtValue of
Intangible Assets
BEV =Value of
Underlying Assets=
Value of Invested
Capital
= =
Invested Capital
• Invested capital (sometimes
called business enterprise value)
is the value of the entire business
– Think of it like the price you would
receive if you were to sell the whole
business today
• Its equal to the value of the
equity in the business plus the
value of the debt. 36
Equity
• The value of the business available to
equity holders after debt service.
• Equity can be valued as a 100%
interest, or a fractional interest.
37
Levels of Value
• Business Enterprise Value (Total
Invested Capital)
• Equity Value, 100%
• Equity Value, Non-controlling
• Equity Value, Non-marketable
• Equity Value, non-controlling, non-
marketable
• Equity Value, non-controlling, non-
marketable, non-voting 38
Intangible Assets
• Intellectual Property (IP)
• Marketing Intangibles
• Contract-Based Intangibles
• Customer-Relationship-Based
Intangibles
• Artistic Intangibles
39
Some Valuations have Date Requirements or Deadlines
• Estate tax: date of death
• Financial Reporting: fiscal year end
43
Opinion of Value (Appraisal)• a. An Appraisal is the act or process of determining the
value of a business, business ownership interest, security, or intangible asset.
• b. The objective of an appraisal is to express an unambiguous opinion as to the value of a business, business ownership interest, security or intangible asset which opinion is supported by all procedures that the appraiser deems to be relevant to the valuation.
• c. An appraisal has the following qualities:
• (1) Its conclusion of value is expressed as either a single dollar amount or a range
• (2) It considers all relevant information as of the appraisal date available to the appraiser at the time of performance of the valuation
• (3) The appraiser conducts appropriate procedures to collect and analyze all information expected to be relevant to the valuation
• (4) The valuation considers all conceptual approaches deemed to be relevant by the appraiser
46
Calculation of Value• Calculation engagement, as defined in the
Statement on Standards for Valuation Services (SSVS)
• A valuation analyst performs a calculation engagement when – (1) the valuation analyst and the client agree on the
valuation approaches and methods the valuation analyst will use and the extent of procedures the valuation analyst will perform in the process of calculating the value of a subject interest (these procedures will be more limited than those of a valuation engagement) and
– (2) the valuation analyst calculates the value in compliance with the agreement. The valuation analyst expresses the results of these procedures as a calculated value. The calculated value is expressed as a range or as a single amount.
• A calculation engagement does not include all of the procedures required for a valuation engagement and were a valuation engagement to be performed, the results may be different. 47
48
Attributes Opinion of Value
Calculation of
Value
Acceptance
Accepted by Courts X
Accepted by IRS X
Basis for Expert Testimony X
Analysis Includes
Income Approacjh X Sometimes
Market Approach X Sometimes
Cost Approach X Sometimes
Economic and Market Conditions X
Past Sales of Interest in Business X
Financial Benchmarks X
Market Research X
Industry Research X
Macro Risk Assessment X
Company-Specific Risk Assessment X
Minority and Marketability Discounts when appropriate
to subject interest
when appropriate to
subject interest
Calculation of Value vs. Opinion of Value
Market Approach Theory
• The value of the company (or asset)
reflects the price at which
comparable companies (or assets) are
purchased under similar circumstance.
• Requires that comparable transactions
be available.
52
Market Approach - Methods
• Guideline publicly-traded
company method
– Based on similar and relevant
comparable entities
– Adjustments are often necessary to
make the comparables more similar
• Comparative transaction method
– Based on actual transactions of
similar entities
53
Public Company Method• Valuation relies on information
from comparable publicly
traded companies
• Should have several
“comparables”
• Adjustments may be necessary
to make them more
comparable or to normalize the
comps
• Sometimes it just doesn’t make
sense to use public companies 54
Comparative Transaction
Methods• Transaction
database
multiples
• Prior “arm’s-
length”
transactions
• Rules of thumb
55
Comparability?
• Public companies tend to be much
larger, have greater resources and
access to capital
– Public company multiples often need to
be adjusted
• Private companies – usually don’t
know terms of transaction, which can
impact price
56
Asset Approach Theory
• The value of the company is estimated
as a function of the current cost to
purchase or replace all assets held
within the operating entity.
• It is based upon the principal of
substitution, which states that no
prudent investor would pay more for a
company (or asset) than the amount
to re-create or buy it.58
Asset Approach
• Useful for:
– Asset-intensive businesses
– Real estate holding
companies
– Entities that hold mostly
securities (or cash)
– Some contracting businesses
that bid for work
59
Asset Approach
• Often requires outside appraisals
• Must identify non-operating
assets like excess cash or
obsolete inventory
• Company may have intangible
assets that contribute to business
value that aren’t listed on the
books
60
Income Approach Theory
• Predicated upon the value of the future cash flows that an asset will generate over its remaining useful life.
• It involves the projection of the cash flows the company (or asset) is expected to generate.
• These cash flows are then converted into a present value equivalent through discounting.
62
Income Approach - Methods
• Discounted cash flow method
• Capitalization of earnings method
• Other methods exist, but are less
commonly used
63
Discounted Cash Flow
Method• Converts a stream of projected
earnings or other benefit stream into
present value by applying a discount
rate
• The earnings from each period are
discounted to present value and then
a “terminal” value is added to arrive at
the total value
64
65
FCFFn (1 + g) (1 + WACC)0.5
PV = FCFF1 + FCFF2 + … + FCFFn + WACC - g
(1 + WACC)0.5
(1 + WACC)1.5
( 1+ WACC)n - 0.5
(1+WACC)n
Where:
PV = Present Value
FCFF = Free Cash Flow to the Firm
n = Number of Periods in Discrete Projection Period
g = Long-Term Sustainable Growth Rate in FCF
WACC= Weighted Average Cost of Capital
Discounting Formula
Present Value
66
Value today Years of saving
$1.00 1 year
$1.00 2 years
$1.00 3 years
Amount received Years till cash flow
$1.10 1 year
$1.21 2 years
$1.33 3 years
$1.00
$1.00
What will savings be worth?
Examples of Present Value
$1.21
$1.33
$1.10
Saving Today at 10%
Discounting Future Cash Flows at 10%
What is this cash flow worth today?
$1.00
Projected Earnings
• Predict future performance
based on analysis of historical
performance and current and
expected operating and industry
conditions
– Various tools are available to assist
the valuator in predicting future
performance
– Common sense and informed
judgment must be the deciding
factors67
What Is the Discount Rate?
• The rate of return, or cost of capital,
necessary to convert a monetary sum,
payable or receivable in the future,
into present value
68
How Do We Develop a
Discount Rate?
• Weighted Average Cost of Capital
(WACC)
– Capital Asset Pricing Model (CAPM)
• Published industry standards
69
Weighted Average Cost of
Capital
70
WACC = (Ke x We) + (Kd x Wd)
Where: Ke = Cost of Equity
Kd = Cost of Debt
We = Weight of Equity
Wd = Weight of Debt
WACC Formula
Cost of Equity
71
Cost of Equity = Rf + β(RPm) + RPs + RPu
Where: Rf =
β =
RPm =
RPs =
RPu =
(1) Modified Capital Asset Pricing Model
Risk premium for specific company
("unsystematic risk)
Risk premium for small size
Cost of Equity Formula (1)
Rate of Return for a risk-free security as of the
valuation date
Subject company's beta coefficient
Equity risk premium for the market
Cost of Equity
72
Cost of Equity = RPm + Rf + RPs + IP + RPu
Where: RPm =
Rf =
RPs =
IP =
RPu =
(1) Modified Capital Asset Pricing Model - Build-Up Method
Risk premium for specific company ("unsystematic risk")
Cost of Equity Formula (1)
Equity risk premium for the market
Rate of Return for a risk-free security as of the valuation
date
Risk premium for small size
Industry Risk Premium
Example of a Build-Up Method
to Developing the WACC
Risk-Free Rate (20-year Treasury-Bill) 2.5%
Equity Risk Premium 7.0%
Size Premium 3.5%
Company and Industry Specific Risk Premium 5.0%
Total Equity Discount Rate 18.0%
Less: Long-Term Growth 5.0%
Equity Capitalization Rate 13.0%
73
Capitalization of Earnings
Method• Like other income approach
methods, this is based on the principle that the value of the business can be estimated by the future benefits received from ownership of the business.
• Future benefits of ownership are assumed to be reliably predicted by past performance,
• Only appropriate for companies in stable growth phases
74
Capitalization of Earnings
Method
75
PV = NCF1
k-g
Where:
PV =
NCF1 =
k =
g =
Present value
Net Cash Flow expected in period 1, the period immediately
following the valuation date
Weighted Average Cost of Capital
Expected long-term growth rate in net cash flow
Capitalization of Earnings Formula
Discounted Earnings Method vs.
Capitalization Method
• DCF is applied when
– Future performance is not expected to be
consistent and/or stable
• Capitalization is applied when
– Company performance is expected to be
stable or grow at a stable rate
76
78
Factors that Affect Business
Value
External
Business owner can't really
change these
Internal
Business owner can change these
and impact business value
External Factors That Impact
Company Value
Increase Value
• Expanding markets
• A dominant market
position
• Barriers to entry
• Expanding industry
• Expanding economy
• Shift in consumer
preference to
company product
Decrease Value
• Shrinking market
• Challenged market
share
• Lack of barriers to entry
• Contracting industry
• Contracting Economy
• Shift in consumer
preference away from
company product
79
Market Timing
80
SIC Code Industry Pre-Recession (1) Recession (2) Post-Recession (3)
5812 Eating Places 0.49 0.38 0.35
7231 Beauty Shops 0.49 0.40 0.36
7349 Building Cleaning and Maintenance Services 0.68 0.65 0.65
7389 Business Services, Not Elsewhere Classified 1.01 0.99 0.93
7538 General Automotive Repair 0.48 0.42 0.39
7991 Physical Fitness Facilities 0.66 0.76 0.64
8299 Schools and Education Services, NEC 1.07 0.66 0.94
Notes: (1) Pre-recession is defined as 1/1/03 through 11/31/07
(2) Recession is defined as 12/1/07 through 8/31/09
(3) Post-recession is defined as 9/1/09 through 12/1/14
Transactions Multiples Throughout the Business Cycle
MVIC to Sales
Internal Factors That Impact
Company Value
Increase Value
• Organized up-to-date financials
• Strong gross margins
• Projections of strong cash flow
• Sufficient working capital to support operations
• Systems and structures
• Cross trained employee base
Decrease Value
• Declining Sales
• Inconsistent yearly
financial performance
• Unreported cash, or
off-balance sheet loans
• Lack of key employees
• No formalized business
and marketing plan
81
Levels of Value
83
Investment or Synergistic Value
Control Value (Freely-Traded)
Minority Value (Freely-Traded)
Non-Marketable, Minority
Interest Value
$14
$12
$10
$7
Marketable, control value
Marketable, control value
Marketable, non-control value
Non-marketable, non-control
value
Discounts & Premiums
• Discount for lack of control
• Premium for control
• Discount for lack of marketability
• Key person discount
• Depend on the interest to be valued
and the techniques used to establish
the value conclusion
84
Value of Control
• Control attributes
– Hire and fire
– Distribute earnings/declare dividends
– Buy and sell assets
– Enter into contracts
– Liquidate the business
– Set strategic objectives and goals
– Set compensation and performance
standards85
Lack of Control
• Lack of control in a closely held
company implies you are at the mercy
of the controlling owner(s)
• Substantial discounts may be
necessary to attract an investor to
purchase a minority interest in a closely
held company
86
Determination of
Discount/Premium
• Control premium studies
• Mergerstat Control Premium Studies
– Measures how much over the market price
is paid to gain control of a company
– Looks at the price of the stock before and
after the announcement of an acquisition or
merger
87
Marketability
• Ability to convert ownership interest to cash
• Time required to do so affects the level of marketability
• Other factors that affect marketability– Distributions of earnings
– Active market or industry roll-up
– Key person
– Number and profile of owners
– Restrictions on transfer of stock
88
Discount for Lack of
Marketability• From Pre-IPO studies
– Comparing the price of a company’s
stock before and after the
announcement of “going public”
• From Restricted Stock Studies
– Compare Letter Stock restricted from
trading for a certain time period to its
publicly traded counterpart
89
90
Marketable, control value 5,000,000$
Discount for lack of control 20% 1,000,000$
Marketable, minority value 4,000,000$
Discount for lack of marketability 30% 1,200,000$
Non-Marketable, minority value 2,800,000$
Example of Lack of Control and Lack of Marketablility Discounts
Adjustments to Financial
Statements• One objective of
financial statement
analysis is to
provide a financial
picture that can be
reliably used to
estimate future
performance.
92
Adjustments to Financial
Statements
• Historical financial statements may
need to be adjusted for certain items
that distort the picture of the true
operating performance of the
business.
93
Reasons for Financial
Adjustments• To develop a starting point
from which to predict future
earnings
• To present historical financial
information on a normalized
basis
• To adjust for accounting
practices that are a departure
from industry or GAAP
standards 94
Reasons for Financial
Adjustments• To facilitate comparison of a given
company to itself, to other companies
within the same industry, or to an
accepted industry standard.
• To compare the debt and/or capital
structure of the company to that of its
competition or peers
• To compare compensation with
industry norms95
What is Adjusted?
• Unusual items
• Nonrecurring items
• Extraordinary items (both unusual and nonrecurring)
• Non-operating items
• Items affected by changes in accounting principle
• Items that are not in conformance with GAAP
• Degree of ownership interest, including whether interest has control
96
Unusual Items
• Events or transactions that posses a
high degree of abnormality
• Unrelated to, or only incidentally
related to, the ordinary and typical
activities of the entity
97
Nonrecurring Items
• Events or transactions that are not
reasonably expected to recur in the
foreseeable future
98
Extraordinary items
• Events or transactions that are
distinguished by their unusual nature
and infrequency of occurrence
• Item must be both unusual and
nonrecurring to be classified as
extraordinary
99
Extraordinary items
• Events or transactions that are
distinguished by their unusual nature
and infrequency of occurrence
• Item must be both unusual and
nonrecurring to be classified as
extraordinary
100
Unusual, Nonrecurring, and
Extraordinary items
• Strikes and other types of work
stoppages
• Litigation expense or recoveries
101
Unusual, Nonrecurring, and
Extraordinary items
• Uninsured losses due to unforeseen
disasters like fire or flood
• One-time realization of revenues or
expenses due to nonrecurring
contracts
• Gain or loss on the sales of a business
unit or business assets
102
Unusual, Nonrecurring, and
Extraordinary items
• Discontinuation of operations
• Insurance proceeds received on the
life of a key person or from property or
casualty claim
103
Non-Operating Items
• Excess cash
• Marketable securities (in excess of
reasonable needs of the business)
• Real estate (if not used in business
operations)
• Private planes, entertainment, or sports
facilities
• Antiques, private collections, etc.
104
105
Changes in Accounting Principal
• A change in the method of pricing
inventory (e.g., LIFO to FIFO)
• A change in the method of depreciating
previously-recorded assets (e.g., straight-
line to MACRS)
Changes in Accounting Principal
• A change in the method of accounting for
long-term construction-type contracts
• A change to or from the full-cost method
of accounting in extractive industries
106
Nonconformance with
GAAP• Financial statements prepared on
a tax or cash accounting basis
• Unrecorded revenue in cash
business
• Inadequate bad debt reserve
107
Nonconformance with
GAAP• Understated amounts of
inventory, failure to write off
obsolete or slow moving
inventory, etc.
• Unrecorded liabilities such as
capital lease obligations,
workforce-related costs (wages,
sick/vacation pay), deferred
income taxes
• Capitalization/expense policies
for fixed assets and prepaid
expenses108
What is Goodwill?
Two commonly used definitions of
goodwill- The bundle of all intangible assets of a
company
- The residual intangible value remaining
after all identifiable intangible assets have
been valued.
111
What Is Goodwill?
• Personal Goodwill is the
goodwill that attaches to
the persona and
personal efforts of the
individual.
– Generally considered to
be difficult to transfer, if it
is transferable at all
113
Where Does Personal
Goodwill Arise?
• Traditionally, the issue of personal
goodwill arose almost exclusively in
the context of a professional practice
owner.
• The line gets “fuzzy” in the
commercial business arena
• Personal goodwill in a commercial
business might be more “key person
risk” than actual personal goodwill
• Look for special relationships with
customers or suppliers115
Separating Personal from
Entity• No generally accepted methodologies to
divide goodwill into personal and entity
components
– Methods to calculate personal goodwill can
depend on case or jurisdiction
– Multi-Attribute Utility Model
– With and Without Analysis
– Excess Earnings
116
Factors the Impact Personal
Goodwill
• Age and health of professional
• Earning power
• Reputation
• Comparative success
• Practice duration
• Marketability
• Types of Clients and Services
117
Factors that Impact Personal
Goodwill
• Location and Demographics
• Fees
• Source of New Clients
• Production
• Workforce
• Competition
• Non-Compete Agreements
118
Valuation isn’t Taught in Law
School• Judges don’t necessarily understand
valuation theory– Contradictory Case Law proves this out
– Valuation report needs to make valuation theory
and the intuition behind it crystal clear
120
Short Window in
which to Obtain
Info• Need to
anticipate all
future info
needs as part
of discovery
process
121
Short Window in which to Obtain
Info• Valuation Process Often Goes Like This:
1. Request info
2. Go through info and determine if additional info is
required
3. Request follow on info
4. Repeat step two/three as needed
5. Valuation and report writing
6. Last round of questions to cover issues that came up in
the valuation process/dot the i’s and cross the t’s.
7. Finalize and issue report
• Steps 3, 4, and 6 can be challenging
122
Problematic Information Flow
• Spouse may be unwilling to
share info, or actively
attempting misdirection
124
Incentive to Hide Value
• Perceived advantage to
making business look less
valuable
• Postpone signing contracts
that guarantee business
income
• Defer follow-on rounds of
financing
• “Business Shift” Syndrome
125
“BS”• A sudden shift in
business performance around the time of the divorce filing.
• Business owner trying to make business appear less valuable.
• Could also be the result of macroeconomic or industry conditions. Careful assessment is necessary
126
In summary…
• Valuation is a process that leads to an opinion of value.
• There are many scenarios in which a valuation is needed or helpful.
• There are three approaches to value, but many valuation methods.
• You can value invested capital, equity, or individual assets.
• Certain situations have special considerations to be aware of.
127
Theresa Zeidler-Shonat
Director of Valuation Services
Smith & Gesteland, LLP
608.828.3154
130