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How Much is Your Business Worth?
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Nevin Sanli
nsanlisphvalue.com
Sanli, Pastore & Hill, Inc.
http://sphvalue.com
bHow Much is Your Business Worth?/b
Determining the value of a business is one of the most
complicated and most crucial tasks. The question
“How much is your business worth?” is often asked
in times of transition and great uncertainty. The decisions
taken based on the valuation can have serious consequences.
A business valuation is needed when:
· a partner or shareholder wishes to buy-out other partners
or shareholders;
· an individual or a business contemplates a merger, sale or
acquisition;
· litigated matters such as shareholder disputes, divorce,
and breach of contract require expert witness testimony
on business valuation issues;
· estate and gift taxes must be determined upon the death
of a shareholder or owner of a business or upon gifting
of an interest to family and friends; and
· taking of property by the government causes damages to
a business.
Some of the more esoteric business valuation assignments
include the valuation of businesses for privatization; the
analysis of the potential proceeds, if any, of an initial public
offering (IPO); anti-trust litigation; trademark, trade name and
patent infringements; the valuation of intangible and
stand-alone assets; and relocation impact studies.
Business valuations consist of determining the value today of
a business’ future earnings potential and the risks (threats) of
those future earnings. One must forecast future earnings and
assess risk. Earnings forecasts depend on the industry and the
economic outlook for the business’ products, current and
future competition, projected changes in demand, and the
business’ capacity to grow in light of its past financial and
operational performance. Risk factors include the business’
financial condition (profitability, cash flows, and ability to pay
debt), management’s ability to sustain operations and
profitability, market and industry trends and outlook,
competitive forces, the economic environment, legal and
regulatory issues, and contingent liabilities. Forecasts and risk
assessment require in-depth research and analysis, and due
diligence. Access to and use of innovative research techniques
(telephone surveys, library research, field studies, product
sampling and testing, and industry and competitive research)
and information technology (on-line databases and the
Internet) are imperative. Effective and reliable valuations
depend on excellent research and creativity.
There are two primary valuation methodologies:
The First Method is the discounted future earnings method. It
calculates the value today (i.e., discounted for time) of the
business’ earnings in the future. One must forecast revenues,
expenses, profits and cash flows. As indicated above, the
appraiser must carefully analyze all factors (threats) that can
impact a business’ capacity to generate future earnings.
Risk assessment is perhaps the most important aspect of the
analysis. The discount rate, which is a percentage number
usually between 10% to 100%, quantifies risk. Generally, the
applicable discount rate correlates directly with yields on
publicly available securities such as treasury bills, corporate
bonds and shares of publicly held companies. The higher the
discount rate the riskier the business.
The Second Method is the comparable or guideline company
approach. In this method the appraiser collects data on recent
sales of similar companies and calculates the valuation
multiples (i.e., price to earnings, price to revenue, price to cash
flow, etc.) for each transaction. The data can be the price per
share at the date of value of publicly-held stock or the terms of
publicly announced mergers and acquisitions. The valuation
multiplies derived therein inherently represent the financial
markets’ expectations of future earnings and assessments of
risk. The appraiser analyzes the multiples to determine which
ones are applicable to the subject company.
The key in this approach is the selection of the comparable or
guideline companies. Traditionalists tend to select companies
that are in the same industry, the same geographical area and
are similar in size. Recent research indicates that it is more
accurate to use companies that exhibit similar financial
performance, operate in similar types of niche markets
vis-a-vis their respective industries, and have similar business
and management philosophies. This more flexible and more
fundamental approach can result in the selection of companies
that are in different industries, are substantially larger in size
and that operate in distant geographical areas. However, the
valuation multiplies derived therein are more applicable to the
subject company. One must assure that any guideline
company used in the final valuation analysis bears some
similar behavioral characteristics as those of the subject
company.
Once a set of usable guideline companies is selected, the
appraiser must adjust the financial statements of these
companies for extraordinary and non-recurring items and for
differences in accounting practice. In addition, further due
diligence analyses must be performed in order to confirm
behavioral characterics. Some of the limitations of this
method are that it is extremely time consuming and is usually
best suited for businesses with annual sales exceeding $20
million.
When economically feasible, the appraiser should use both
methods independently. This should yield two values. If the
values are significantly apart, the appraiser should reevaluate
the methodologies, assumptions and data for each method.
However, if upon reevaluation the methods cannot be
reconciled, the appraiser must provide an explanation of the
divergence and the level of confidence in the opinion of value,
if any. In the event that both methods yield similar values, the
appraiser must ascertain that it is not due to concidence and
that the resulting opinion of value is robust. Under all
circumstances, the appraiser should have a high level of
confidence in the opinion of value.
It is prudent to perform a sanity or reasonableness procedure
to assure that the business’ future cash flows will cover: 1) the
cost of financing the purchase of the business at the stated
opinion of value; and 2) the projected capital expenditures
necessary to sustain operations and growth.
When a business has been losing money for several years and
should perhaps be closed, the methods above are not
applicable. Instead, one must conduct a liquidation (orderly or
fire-sale) appraisal of the business’ tangible assets which
include real estate, machinery and equipment and inventory. It
is preferable to retain qualified specialists in each of the
categories of tangible assets.
With some businesses, a liquidation may also involve the
separate valuation of intangible assets such as patents,
customer lists, trademarks, mail-order catalogues, leasehold
interests, proprietary systems and know-how, royalties, film
and record libraries, contracts, and securities (stocks and
bonds). These types of assets usually have stand-alone value
and should be valued under the assumption that they are not
affected by the business’ misfortunes. A variety of valuation
methods which consider furture earnings potential are used for
stand-alone assets. Note that going concern businesses also
own stand-alone assets which must be valued on a regular
basis.
Small businesses, such as restaurants, liquor stores and dry
cleaners, often employ a variety of other methods and
formulas. Typically, these methods are rules-of-thumb and
cannot be supported by sound theoretical foundation.
However small a business may be, it is important that
valuation methodologies that can withstand the scrutiny of a
third party, such as the IRS , are used.
center---/center
Nevin Sanli is President and Co-Founder of Sanli Pastore & Hill, Inc. Mr. Sanli, an Accredited Senior Appraiser (ASA), Business Valuation Discipline, of the American Society of Appraisers, and has valued over 1,000 businesses during his career. He specializes in providing expert witness testimony in litigated cases involving business valuation, and frequently speaks on business valuation to professional organizations. Mr. Sanli earned a Bachelors in Honors Economics from the University of California at Irvine. Mr. Sanli can be reached at (310) 571-3400 or mailto:nsanlisphvalue.com
COPYRIGHT 1995, SANLI PASTORE & HILL, INC. A CALIFORNIA CORPORATION
http://sphvalue.com/pdf/HowMuchIsYourBusiness.pdf
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