There are many approaches to take in establishing an accurate valuation for your business. Finding the best method for your situation will provide you with the best measure of value.
You’ve examined your company’s historical financial statements, thought carefully about your prospects for future growth, and perhaps had your accountant recast your statements to reflect how new ownership would affect your company’s earnings and cash flow. You’ve also considered the market value of any real estate, equipment, inventory, and other hard assets that would be transferred in the sale, as well as the intangible aspects that make your business appealing.
How do you boil all of this down into an asking price for your business?
Hopefully, you’ll take our advice and hire an expert business appraiser to do this for you. The process can be very complex and time-consuming, and takes quite a lot of experience to do well. There are a number of valuation methods that business appraisers have at their disposal, and even choosing the correct method (or more likely, the correct combination of methods) to use in a given situation is more of an art than a science.
The following provides a rundown of the major approaches commonly used to put a price tag on small businesses. We’re not going to overwhelm you with details: a staggering number of variables and mathematical formulas come into play with virtually every method. Our objective here is simply to give you a feel for the process that your appraiser will be going through.
Business valuation methods fall into the following categories, depending upon their major focus:
- business assets, including book value and liquidation value methods
- historical earnings, including debt-paying ability, capitalization of earnings or cash flow, gross income multipliers, and dividend-paying ability methods
- a combination of assets and earnings, namely, the excess earnings method
- the market for similar businesses, including comparable sales, industry rule of thumb, and p/e ratio methods
- future earnings, namely, discounted future cash flow or earnings methods
Although no substitute for an appraisal and valuation by qualified professions, the Interactive Business Valuation Calculator can provide you with a rough idea of the value of your business.
Asset-Based Valuation Focuses on Salable Parts
At a minimum, your company should be valued at the sum of the value of its easily salable parts. Two commonly used business valuation methods look primarily at the value of your hard assets. Thus, they could result in a serious undervaluation of the goodwill component of your business.
Book value. Book value is the number shown as “owner’s equity” on your balance sheet. This is not a very useful number, since the balance sheet reflects historical costs and depreciation of assets rather than their current market value. However, if you adjust the book value in the process of recasting your financials, the current adjusted book value can be used as a “bare minimum” price for your business.
Liquidation value. Liquidation value is the amount that would be left over if you had to sell your business quickly, without taking the time to get the full market value, and then used the proceeds to pay off all debts. There’s little point in going through all the trouble of negotiating a sale of your business if you end up selling for liquidation value — it would be easier to simply go out of business, and save yourself the time, broker’s commission, attorney’s fees, and other costs involved in selling a going concern. Thus, liquidation value is not even considered a valid floor for the price of your business (and you can use this argument in negotiations if you get an offer that approaches liquidation value.)
Historical Earnings Methods Are Commonly Used
In contrast to the asset-based methods, historical earnings methods allow an appropriate value for the goodwill of your business over and above the market value of the assets, if that’s justified by your earnings. Although savvy buyers will be more concerned about the future of your business than its past, predicting the future is difficult. The assumption here is that your past history provides a conservative indication of the amount, predictability, and growth trend of your earnings in the future.
Most small companies are valued using one or more of the following methods, all of which take into account the company’s historical earning power:
- debt paying ability;
- capitalization of earnings or cash flow; or
- gross income multipliers/capitalization of gross income.
The starting point for all these methods is the recast historical financials that show how the business would have looked without the owner’s excess salary and perks (that is, compensation over and above what a non-owner manager would be paid), non-operating or nonrecurring income/expenses, etc. A judgment call must be made as to whether you should look only at the last year’s statements, or at some combination of statement results from the last three to five years (the most common combinations are a simple average, a weighted average that values the most recent years more heavily, or a trend line that factors in the percentage and direction of growth each year).
Debt-paying ability. This is probably the method most commonly used by small business purchasers, because few buyers are able to purchase a business without taking out a loan. Consequently, they want to be sure that the business will generate enough cash to pay the loan off within a short time, usually four to five years.
To entice a buyer, therefore, the price must be set at a point that makes this short-term repayment possible. To determine the company’s debt-paying ability, you’d need to start with the historical free cash flow. Free cash flow is usually defined as the company’s net after-tax earnings (with a reasonable owner’s salary figured in) minus capital improvements and working capital increases, but with depreciation added back in. Interest on any existing loans is usually ignored, so that you start with a picture of the company as if it were debt-free. Next, multiply the annual free cash flow by the number of years the acquisition loan will run. From this amount, subtract the down payment. The remainder is the amount available to make interest and principal payments on the loan, and to provide the new owner with some return on investment.
Your free cash flow was $80,000 a year and it’s reasonable to expect the loan to be repaid in four years,
4 x $80,000 = $320,000.
If the down payment were $80,000, then no more than $240,000 (or $60,000 per year) would be available to make interest and principal payments on the loan, and to provide the owner with some return on the investment ($320,000 – $80,000 = $240,000. $240,000/4 = $60,000).
If the owner expected a 20 percent return on this $80,000 down payment, that would translate to $16,000 per year, further reducing the amount available to make debt payments to $44,000 ($60,000 – $16,000 = $44,000).
An annual payment of $44,000 could support a four-year loan of approximately $139,474.08 at 10 percent interest, or $145,733.58 at 8 percent interest. Add the loan amounts to the down payment, and you arrive at a total purchase price of $210,685 at 10 percent, or $225,000 at 8 percent. If the lender is willing to finance the deal for a longer term or a lower rate, a higher price would be possible.
Capitalization of earnings or cash flow. This is another commonly used method. Basically, it involves first determining a figure that represents the historical annual earnings of the company. Generally this is EBIT (earnings before interest and taxes) but sometimes EBITD (earnings before interest, taxes, and depreciation) is used. Some buyers prefer to use free cash flow, as discussed above. At any rate, the chosen figure is divided by a “capitalization rate” that represents the return the buyer requires on the investment in light of the market rate for other investments of comparable risk. For example, if the EBIT was $100,000 and the buyer required a return of 25 percent, the capitalization of earnings method would yield a price of $100,000/.25 or $400,000.
Gross income multipliers/capitalization of gross income. Where expenses in a particular industry are highly predictable, or where the buyer intends to cut expenses drastically after the sale (for example, where the buyer is already in a similar business and can centralize administrative functions), it may be reasonable to value the business based on some multiple of gross revenues. For example, some service businesses can be valued at four times their gross monthly income. A variation on this would be to divide the gross income figure by a capitalization rate, as with the capitalization of earnings method discussed above.
The problem with either of these methods is that they ignore the fact that two businesses in the same industry with similar revenues can have greatly different profitability margins, depending on their expenses.
Dividend-paying ability. This method is listed by the IRS as a possible valuation method for small businesses. However, in practice it’s rarely used for small, closely held companies. The reason is that the ability of a small business to pay dividends is directly dependent on its earnings, so it’s usually more appropriate to look at the earnings themselves. Furthermore, many small businesses try to minimize their payment of dividends for tax reasons, so looking at the company’s past record of dividend payment is not a good indication of the company’s value.
One situation where it may be useful is if you’re trying to sell a minority interest in the company, and you want to show that there has been a pattern of receiving dividends in the past. Minority interests in closely held businesses are generally very difficult to sell, because the owner usually can’t force the payment of dividends or any other corporate decision; showing a pattern of dividend payments may be a way to make the interest marginally more marketable.
Assets and Earnings Valuation Often Used for Gift Tax Valuation
Assets and earnings valuation, known as the excess earnings method, takes both assets and historical earnings into consideration in arriving at the value of the business. This is the method prescribed by the IRS for estate and gift tax situations when there’s no other more appropriate method. It can also be used in appraising a business that’s being put up for sale, although the IRS does not prescribe it for this situation.
Since the IRS has sanctioned this method for at least some purposes, your appraiser may want to use it also, particularly if you’re concerned about IRS scrutiny of your tax returns reporting the sale. You may sometimes see this method referred to as ARM 34, which is what the IRS calls it.
To use this method, you must first recast your historical financials to show how the business would have looked without the owner’s excess salary and perks (that is, the amount over and above what a non-owner manager would have been paid), non-operating or nonrecurring income/expenses, etc.
For the income statement, a judgment call must be made as to whether you should look only at the last year’s statement, or at some combination of statement results from the last three to five years (the most common combinations are a simple average, a weighted average that values the most recent years more heavily, or a trend line that factors in the percentage and direction of growth each year). The IRS prefers to see figures that represent a five-year average, which seems to be a reasonable approach.
For the balance sheet, use the most recent month’s sheet, recast to reflect current market value. The starting point for the value of your business is the net value of your assets as shown on the recast balance sheet. But how much more should you get, based on the business’s goodwill or intangible value?
Putting a price tag on goodwill. From your recast financials you can determine your historical annual earnings figure (generally, EBIT or earnings before interest and taxes). From this you’ll subtract the portion of earnings that’s attributable to your assets alone. Anything left over is the “excess earnings” — the portion that’s attributable to the going-concern value of the business.
How do you determine the portion of earnings that are attributable to your assets? One way of looking at this is, if the assets were sold and the money invested at market rates, how much could you get? How much is the market paying for other investments of similar risks? This is one of many areas where the expertise of a professional business appraiser can be invaluable.
For example, your appraiser might say that, in view of the risk involved in your particular business, your annual return from the current assets should be about 150 percent of the rate of a short-term government bond; your annual return from the long-term assets should be about 188 percent of the bond rate.
After you compute the expected returns from your assets, compare the total with your historical earnings figure. If the historical earnings figure is higher than the return from assets, the difference is called “excess earnings.” The excess earnings can be divided by a capitalization (“cap”) rate to arrive at their value. Although a professional appraiser will spend a good deal of time and effort determining the proper cap rate to use, in today’s market it will generally be somewhere around 20 to 25 percent, or enough to recover your investment in four to five years.
Your recast balance sheet shows a net current asset value of $80,000, and a net long-term asset value of $200,000. So, the minimum or base price for your business should be $280,000 — the market value of your assets.
Now let’s assume that your historical annual earnings figure is $150,000. How much of this earnings figure is attributable to the assets? You might calculate that under current market conditions the return on current assets should be $80,000 x 7.5% or $6,000, and your return on long-term assets should be $200,000 x 9.4% or $18,800.
Thus, your total earnings attributable to your assets is $6,000 + $18,800 or $24,800. Subtracting this “asset return” figure from your total earnings, you arrive at an excess earnings amount of $125,200 ($150,000 – $24,800 = $125,200).
Using a cap. rate of 20 percent, the value of your excess earnings is $626,000. Add to this the current market value of your assets, and you arrive at a total price of $906,000 for the business ($626,000 + $280,000 = $906,000).
Larger Companies Often Use Future Earnings Valuation
Theoretically, anyone purchasing a small business is interested only in the business’s future. Therefore, a valuation based on the company’s expected earnings, discounted back to arrive at their net present value (NPV), should come the closest to answering the buyer’s questions about how much the business is really worth today.
That’s the theory. However, in practice, valuations based on future performance of the company are the most difficult to do because they require the appraiser to make numerous estimates and projections about what’s around the bend. They are also the most time-consuming methods. If inexpertly done, future earnings methods can result in a target sales price that’s way off base.
Nevertheless, if you think that your most likely buyer is a larger company, it may be worthwhile to have your appraiser use one of these methods. If carefully done by an expert business appraiser, valuation methods based on future earnings can result in setting the highest reasonable price for your business.
Methods based on future earnings are very frequently used by larger companies in either merger or acquisition situations. The large-company acquisitions manager will understand the method behind the madness of making so many predictions about the future. Moreover, large companies are often “strategic buyers” who are likely to accept a higher price for your company in any event, provided that you can justify it. That being the case, why not set the highest asking price that you can reasonably back up with some mathematical formulas and pro forma (projected) statements?
Using the discounted cash flow method. How do you go about setting a price based on future earnings? The first step is to look at your recast financial statements. Working from these, your appraiser will create projected statements that extend for five or more years into the future. Each year’s free cash flow will be determined (some appraisers prefer to look at each year’s earnings before interest and taxes or EBIT). These projections should not assume any major changes by the new owner, since you are trying to measure the company as it exists today; the new owner doesn’t want to pay you for the value he or she hopes to add to the company!
Once you have done this, the projected free cash flow from each year is discounted back to the present, to arrive at the net present value of each year’s cash flow. These NPVs are added up, to arrive at the total NPV of the company’s earnings for the near future.
Tools to Use
How do you compute NPV? The easiest way is to use a good financial calculator. If you don’t have one, or don’t want to take the time to learn how to use one, our Business Tools contains a simple “present value of $1” table that you can use to compute the NPV of your cash flows.
The key here is deciding which discount rate to use. The higher the rate, the lower the answer you’ll get as to the value of the company. The discount rate must reflect the appraiser’s best guess as to what the market rate will be for investments of a similar nature over the next five years. It should also factor in the buyer’s expected cost of capital (i.e., the interest rate on an acquisition loan) and the expected inflation rate. Choosing the correct cap rate is perhaps the most difficult task the appraiser must do — and perhaps the most mysterious to the rest of us. Let’s just say that expertise in this area is one of the main things you’re paying your appraiser for.
The next step in using the discounted cash flows method is to determine the residual value that the company will have after the five (or more) years of your projected statements. There are a number of different ways of doing this, more or less precisely.
One of the easier methods is to take the estimated cash flow from the last year you’ve forecasted, and assume that level of cash flow will continue indefinitely into the future. Obviously, this is a rather conservative prediction because most buyers will want the company to continue to grow after the next five years! But, at any rate, you can take the last projected year’s free cash flow, divide it by the discount rate, and arrive at the company’s perpetuity earnings value. This value becomes the company’s residual value, which can in turn be discounted to find its NPV.
Finally, the NPV of cash flow from each of the projection years, plus the NPV of the company’s residual value after these years, is added up to arrive at the present value of the business.
Example: Let’s say that after doing your best to look into the future and forecast the next five year’s cash flow, you arrive at the figures in column one. Assuming a 20 percent discount rate, you come up with the following figures:
|Cash Flow NPV|
|Year||Free Cash Flow||NPV at 20% discount|
|1||$ 80,000||$ 66,667|
|$270,082||present value of|
5-year cash flow
|residual value* of|
business at 5 years:
|$487,096||total present value of company|
|*Note: the residual value was computed by taking the fifth year’s projected value and dividing by the discount rate: $108,000/.20 = $540,000.|
Merger Specialists Favor Market-Based Valuation Methods
Several business valuation methods are based primarily on the market price for similar businesses at a given point in time. Business brokers and mergers and acquisition specialists are more likely to favor these methods, at least as benchmarks, since they have access to data about recent sales and merger activity. Ideally, market-based methods should be used in conjunction with an examination of earnings (historical or projected) so that they can serve as a “reality check.”
Comparable sales method. The comparable sales method attempts to locate similar businesses that have recently sold in your area, and uses those comparable sales figures to set a price for your business, adjusting appropriately for differences. While widely used for real estate sales, this method is difficult to apply to business valuations because of the problems in gathering information about small business sales and because of the unique character of each business.
Rules of thumb/industry averages. These are frequently used by business brokers, based on their experience and on published standards for their industry. For example, your broker may tell you that lately your type of business has been selling for about four times the gross monthly revenues.
However, a rule of thumb does not take into account any of the factors that make your business unique, and using one can result in setting a price for your business that’s way too high or too low. Nevertheless, small businesses are often sold at a price based on rule of thumb, simply because it’s a relatively fast, cheap method to use, and because it will result in a price that seems reasonable to buyers who have been looking around at a lot of similar businesses.
P/E ratios. The profit and earnings ratios of publicly owned companies in your industry are widely available, and can often be used to set and compare prices for large companies with liquid stock. However, that’s the point: these companies’ stock is easily bought and sold, and it’s easy for any investor to buy publicly-traded stock in many different companies.
Consequently, large-company stock commands a premium (perhaps 35 to 70 percent) because it is much less risky than an ownership interest in a small, closely held company. Also, remember that purchasing a small business will usually tie up all the buyer’s funds and prevent him from diversifying his risk, which further contributes to relatively low prices for small business interests. For these reasons it’s best not to compare the value of your small company with the P/E ratio of a large one, at all.
Valuing Partial Interests in Business
Our discussion of business valuation methods assumes that you’re attempting to put a value on the entire business in anticipation of sale. But what if you want to sell off just a part of the business? Or, what if you want to give away part, as part of your long-term succession plan?
Minority interest discounts. In family companies, it’s fairly common to have a controlling interest in the company held by the founder, with smaller blocks of stock held by the children or key employees. If the entire company will be sold, state laws protect those holding minority interests and typically require that they will receive their pro rata share of the sales price. Thus, if the company was valued at $1,500,000, a 10 percent shareholder should receive $150,000 if the entire company were sold.
However, if only part of the company is currently being sold or given away, minority interests are valued at a discount from their pro rata price. The reason is simply that a minority owner is not likely to have much influence on the way the company is run. He can’t control the board of directors, control the payment of dividends, or even prevent himself from being fired if he’s an employee.
Exceptions could occur if no one held a majority interest in the company, or if the company bylaws specified that a super majority vote (e.g., two-thirds) were required to take certain actions. But, in most situations, the lack of control means that the value of a minority interest on the open market is considerably less than the value of the entire company would suggest.
The IRS recognizes this and will allow a “minority discount” on the price of the stock. Typical discounts range from 20 to 40 percent, although greater discounts might be possible depending on the facts of the situation. In the usual situation, the discount is good news because it allows the business owner to give away part of the company while minimizing gift taxes, or to sell part of the company while minimizing capital gains taxes and allowing the purchaser to buy into the business at a reasonable cost.
Since tax consequences are so important whenever business interests are transferred, and since the IRS tends to examine minority interest values very closely because of the opportunity for abuse, we strongly suggest that you use the IRS’s rules in deciding the discounted price.
Majority interest premiums. If a minority interest gets a discount, then you might logically think that a premium should apply to a majority interest because the interest effectively controls the corporation. If you thought that, you’d be right. Majority interests, when sold or given away, are typically valued at more than their pro rata share of the company’s value.
For example, a majority interest of 75 percent of the stock might actually be worth 90 percent of the total value of the company. A majority interest should never be worth more than the total company value, however, since those holding minority interests would always be entitled to something upon sale or liquidation of the company.
If you’re planning to pass your business on to the next generation of your family, carving out minority interests and giving or selling them to your successors can be a good way to reduce your estate or capital gains taxes.