Business valuation

A business valuation report generally begins with a summary of the purpose and scope of business appraisal as well as its date and stated audience. What follows is a description of national, regional and local economic conditions existing as of the valuation date, as well as the conditions of the industry in which the subject business operates. A common source of economic information for the first section of the business valuation report is the Federal Reserve Board's Beige Book, published eight times a year by the Federal Reserve Bank. State governments and industry associations also publish useful statistics describing regional and industry conditions.

The financial statement analysis generally involves common size analysis, ratio analysis (liquidity, turnover, profitability, etc.), trend analysis and industry comparative analysis. This permits the valuation analyst to compare the subject company to other businesses in the same or similar industry, and to discover trends affecting the company and/or the industry over time. By comparing a company's financial statements in different time periods, the valuation expert can view growth or decline in revenues or expenses, changes in capital structure, or other financial trends. How the subject company compares to the industry will help with the risk assessment and ultimately help determine the discount rate and the selection of market multiples.

It is important to mention that among the financial statements, the primary statement to show the liquidity of the company is cash flow. Cash flow shows the company's cash in and out flow.

The key objective of normalization is to identify the ability of the business to generate income for its owners. A measure of the income is the amount of cash flow that the owners can remove from the business without adversely affecting its operations. The most common normalization adjustments fall into the following four categories:

• Comparability Adjustments. The valuer may adjust the subject company's financial statements to facilitate a comparison between the subject company and other businesses in the same industry or geographic location. These adjustments are intended to eliminate differences between the way that published industry data is presented and the way that the subject company's data is presented in its financial statements.
• Non-operating Adjustments. It is reasonable to assume that if a business were sold in a hypothetical sales transaction (which is the underlying premise of the fair market value standard), the seller would retain any assets which were not related to the production of earnings or price those non-operating assets separately. For this reason, non-operating assets (such as excess cash) are usually eliminated from the balance sheet.
• Non-recurring Adjustments. The subject company's financial statements may be affected by events that are not expected to recur, such as the purchase or sale of assets, a lawsuit, or an unusually large revenue or expense. These non-recurring items are adjusted so that the financial statements will better reflect the management's expectations of future performance.
• Discretionary Adjustments. The owners of private companies may be paid at variance from the market level of compensation that similar executives in the industry might command. In order to determine fair market value, the owner's compensation, benefits, perquisites and distributions must be adjusted to industry standards. Similarly, the rent paid by the subject business for the use of property owned by the company's owners individually may be scrutinized.

Three different approaches are commonly used in business valuation: the income approach, the asset-based approach, and the market approach.[4] Within each of these approaches, there are various techniques for determining the value of a business using the definition of value appropriate for the appraisal assignment. Generally, the income approaches determine value by calculating the net present value of the benefit stream generated by the business (discounted cash flow); the asset-based approaches determine value by adding the sum of the parts of the business (net asset value); and the market approaches determine value by comparing the subject company to other companies in the same industry, of the same size, and/or within the same region. A number of business valuation models can be constructed that utilize various methods under the three business valuation approaches. Venture Capitalists and Private Equity professionals have long used the First chicago method which essentially combines the income approach with the market approach.

In certain cases equity may also be valued by applying the techniques and frameworks developed for financial options, via a real options framework,[5] as discussed below.

In determining which of these approaches to use, the valuation professional must exercise discretion. Each technique has advantages and drawbacks, which must be considered when applying those techniques to a particular subject company. Most treatises and court decisions encourage the valuator to consider more than one technique, which must be reconciled with each other to arrive at a value conclusion. A measure of common sense and a good grasp of mathematics is helpful.

A discount rate or capitalization rate is used to determine the present value of the expected returns of a business. The discount rate and capitalization rate are closely related to each other, but distinguishable. Generally speaking, the discount rate or capitalization rate may be defined as the yield necessary to attract investors to a particular investment, given the risks associated with that investment. See Required rate of return.

• In DCF valuations, the discount rate, often an estimate of the cost of capital for the business, is used to calculate the net present value of a series of projected cash flows. The discount rate can also be viewed as the required rate of return the investors expect to receive from the business enterprise, given the level of risk they undertake.
• On the other hand, a capitalization rate is applied in methods of business valuation that are based on business data for a single period of time. For example, in real estate valuations for properties that generate cash flows, a capitalization rate may be applied to the net operating income (NOI) (i.e., income before depreciation and interest expenses) of the property for the trailing twelve months.

There are several different methods of determining the appropriate discount rates. The discount rate is composed of two elements: (1) the risk-free rate, which is the return that an investor would expect from a secure, practically risk-free investment, such as a high quality government bond; plus (2) a risk premium that compensates an investor for the relative level of risk associated with a particular investment in excess of the risk-free rate. Most importantly, the selected discount or capitalization rate must be consistent with stream of benefits to which it is to be applied.

Capitalization and discounting valuation calculations become mathematically equivalent under the assumption that the business income grows at a constant rate.

The capital asset pricing model (CAPM) provides one method of determining a discount rate in business valuation. The CAPM originated from the Nobel Prize-winning studies of Harry Markowitz, James Tobin, and William Sharpe. The method derives the discount rate by adding risk premium to the risk-free rate. The risk premium is derived by multiplying the equity risk premium with "beta", a measure of stock price volatility. Beta is compiled by various researchers for particular industries and companies, and measures systematic risks of investment.

One of the criticisms of the CAPM is that beta is derived from volatility of prices of publicly traded companies, which differ from non-publicly companies in liquidity, marketability, capital structures and control. Other aspects such as access to credit markets, size, and management depth are generally different, too. The rate build-up method also requires an assessment of the subject company's risk, which provides valuation of itself. Where a privately held company can be shown to be sufficiently similar to a public company, the CAPM may be suitable. However, it requires the knowledge of market stock prices for calculation. For private companies that do not sell stock on the public capital markets, this information is not readily available. Therefore, calculation of beta for private firms is problematic. The build-up cost of capital model is the typical choice in such cases.

With regard to capital market-oriented valuation approaches there are numerous valuation approaches besides the traditional CAPM model. They include, for example, the Arbitrage pricing theory (APT) as well as the Consumption-based Capital Asset Pricing Model (CCAPM). Furthermore, alternative capital market models were developed, having in common that expected return hinge on multiple risk sources and thus being less restrictive:

• Models of the Q theory[6]
• Fama–French three-factor model
• Carhart four-factor model
• Fama-French five-factor model

Nevertheless, even these models are not wholly consistent, as they also show market anomalies. However, the method of incomplete replication and risk covering come along without the need of capital market data and thus being more solid.[7] Equally notable is the existence of investment based approaches, considering different investment opportunities and determining an investment program by means of linear optimization. Among them the approximative decomposition valuation approach can be found.

The cost of equity (Ke) is computed by using the modified capital asset pricing model (Mod. CAPM)

${\displaystyle k_{e}=R_{f}+\beta (R_{m}-R_{f})+SCRP+CSRP}$

Where:

${\displaystyle R_{f}}$ = Risk free rate of return (Generally taken as 10-year Government Bond Yield)

${\displaystyle \beta }$ = Beta Value (Sensitivity of the stock returns to market returns)

${\displaystyle k_{e}}$ = Cost of Equity

${\displaystyle R_{m}}$ = Market Rate of Return

SCRP = Small Company Risk Premium

CSRP= Company specific Risk premium

The weighted average cost of capital is an approach to determining a discount rate. The WACC method determines the subject company's actual cost of capital by calculating the weighted average of the company's cost of debt and cost of equity. The WACC must be applied to the subject company's net cash flow to total invested capital.

One of the problems with this method is that the valuator may elect to calculate WACC according to the subject company's existing capital structure, the average industry capital structure, or the optimal capital structure. Such discretion detracts from the objectivity of this approach, in the minds of some critics.

Indeed, since the WACC captures the risk of the subject business itself, the existing or contemplated capital structures, rather than industry averages, are the appropriate choices for business valuation.

Once the capitalization rate or discount rate is determined, it must be applied to an appropriate economic income stream: pretax cash flow, aftertax cash flow, pretax net income, after tax net income, excess earnings, projected cash flow, etc. The result of this formula is the indicated value before discounts. Before moving on to calculate discounts, however, the valuation professional must consider the indicated value under the asset and market approaches.

Careful matching of the discount rate to the appropriate measure of economic income is critical to the accuracy of the business valuation results. Net cash flow is a frequent choice in professionally conducted business appraisals. The rationale behind this choice is that this earnings basis corresponds to the equity discount rate derived from the Build-Up or CAPM models: the returns obtained from investments in publicly traded companies can easily be represented in terms of net cash flows. At the same time, the discount rates are generally also derived from the public capital markets data.

The Build-Up Method is a widely recognized method of determining the after-tax net cash flow discount rate, which in turn yields the capitalization rate. The figures used in the Build-Up Method are derived from various sources. This method is called a "build-up" method because it is the sum of risks associated with various classes of assets. It is based on the principle that investors would require a greater return on classes of assets that are more risky.

1. The first element of a Build-Up capitalization rate is the risk-free rate, which is the rate of return for long-term government bonds.
2. Investors who buy large-cap equity stocks, which are inherently more risky than long-term government bonds, require a greater return, so the next element of the Build-Up method is the equity risk premium. In determining a company's value, the long-horizon equity risk premium is used because the Company's life is assumed to be infinite. The sum of the risk-free rate and the equity risk premium yields the long-term average market rate of return on large public company stocks.
3. Similarly, investors who invest in small cap stocks, which are riskier than blue-chip stocks, require a greater return, called the "size premium." Size premium data is generally available from two sources: Morningstar's (formerly Ibbotson & Associates') Stocks, Bonds, Bills & Inflation and Duff & Phelps' Risk Premium Report.

By adding the first three elements of a Build-Up discount rate, we can determine the rate of return that investors would require on their investments in small public company stocks. These three elements of the Build-Up discount rate are known collectively as the "systematic risks." This type of investment risk cannot be avoided through portfolio diversification. It arises from external factors and affect every type of investment in the economy. As a result, investors taking systematic risk are rewarded by an additional premium.

In addition to systematic risks, the discount rate must include "unsystematic risk" representing that portion of total investment risk that can be avoided through diversification. Public capital markets do not provide evidence of unsystematic risk since investors that fail to diversify cannot expect additional returns. Unsystematic risk falls into two categories.

1. One of those categories is the "industry risk premium". It is also known as idiosyncratic risk and can be observed by studying the returns of a group of companies operating in the same industry sector. Morningstar's yearbooks contain empirical data to quantify the risks associated with various industries, grouped by SIC industry code.
2. The other category of unsystematic risk is referred to as "company specific risk."

Historically, no published data has been available to quantify specific company risks. However, as of late 2006, new research has been able to quantify, or isolate, this risk for publicly traded stocks through the use of Total Beta calculations. P. Butler and K. Pinkerton have outlined a procedure which sets the following two equations together:

Total Cost of Equity (TCOE) = risk-free rate + total beta * equity risk premium

= risk-free rate + beta * equity risk premium + size premium + company-specific risk premium

The only unknown in the two equations is the company specific risk premium. While it is possible to isolate the company-specific risk premium as shown above, many appraisers just key in on the total cost of equity (TCOE) provided by the first equation.

It is similar to using the market approach in the income approach instead of adding separate (and potentially redundant) measures of risk in the build-up approach. The use of total beta (developed by Aswath Damodaran) is a relatively new concept. It is, however, gaining acceptance in the business valuation Consultancy community since it is based on modern portfolio theory. Total beta can help appraisers develop a cost of capital who were content to use their intuition alone when previously adding a purely subjective company-specific risk premium in the build-up approach.

It is important to understand why this capitalization rate for small, privately held companies is significantly higher than the return that an investor might expect to receive from other common types of investments, such as money market accounts, mutual funds, or even real estate. Those investments involve substantially lower levels of risk than an investment in a closely held company. Depository accounts are insured by the federal government (up to certain limits); mutual funds are composed of publicly traded stocks, for which risk can be substantially minimized through portfolio diversification.

Closely held companies, on the other hand, frequently fail for a variety of reasons too numerous to name. Examples of the risk can be witnessed in the storefronts on every Main Street in America. There are no federal guarantees. The risk of investing in a private company cannot be reduced through diversification, and most businesses do not own the type of hard assets that can ensure capital appreciation over time. This is why investors demand a much higher return on their investment in closely held businesses; such investments are inherently much more risky. (This paragraph is biased, presuming that by the mere fact that a company is closely held, it is prone towards failure.)

Guideline Public Company method entails a comparison of the subject company to publicly traded companies. The comparison is generally based on published data regarding the public companies' stock price and earnings, sales, or revenues, which is expressed as a fraction known as a "multiple." If the guideline public companies are sufficiently similar to each other and the subject company to permit a meaningful comparison, then their multiples should be similar. The public companies identified for comparison purposes should be similar to the subject company in terms of industry, product lines, market, growth, margins and risk.

However, if the subject company is privately owned, its value must be adjusted for lack of marketability. This is usually represented by a discount, or a percentage reduction in the value of the company when compared to its publicly traded counterparts. This reflects the higher risk associated with holding stock in a private company. The difference in value can be quantified by applying a discount for lack of marketability. This discount is determined by studying prices paid for shares of ownership in private companies that eventually offer their stock in a public offering. Alternatively, the lack of marketability can be assessed by comparing the prices paid for restricted shares to fully marketable shares of stock of public companies.

The first discount that must be considered is the discount for lack of control, which in this instance is also a minority interest discount. Minority interest discounts are the inverse of control premiums, to which the following mathematical relationship exists: MID = 1 – [1 / (1 + CP)] The most common source of data regarding control premiums is the Control Premium Study, published annually by Mergerstat since 1972. Mergerstat compiles data regarding publicly announced mergers, acquisitions and divestitures involving 10% or more of the equity interests in public companies, where the purchase price is $1 million or more and at least one of the parties to the transaction is a U.S. entity. Mergerstat defines the "control premium" as the percentage difference between the acquisition price and the share price of the freely traded public shares five days prior to the announcement of the M&A transaction. While it is not without valid criticism, Mergerstat control premium data (and the minority interest discount derived therefrom) is widely accepted within the valuation profession.

A "discount for lack of marketability" (DLOM) may be applied to a minority block of stock to alter the valuation of that block.[13][14]

Another factor to be considered in valuing closely held companies is the marketability of an interest in such businesses. Marketability is defined as the ability to convert the business interest into cash quickly, with minimum transaction and administrative costs, and with a high degree of certainty as to the amount of net proceeds. There is usually a cost and a time lag associated with locating interested and capable buyers of interests in privately held companies, because there is no established market of readily available buyers and sellers.

All other factors being equal, an interest in a publicly traded company is worth more because it is readily marketable. Conversely, an interest in a private-held company is worth less because no established market exists.[15] "The IRS Valuation Guide for Income, Estate and Gift Taxes, Valuation Training for Appeals Officers" acknowledges the relationship between value and marketability, stating: "Investors prefer an asset which is easy to sell, that is, liquid."

The discount for lack of control is separate and distinguishable from the discount for lack of marketability. It is the valuation professional's task to quantify the lack of marketability of an interest in a privately held company. Because, in this case, the subject interest is not a controlling interest in the Company, and the owner of that interest cannot compel liquidation to convert the subject interest to cash quickly, and no established market exists on which that interest could be sold, the discount for lack of marketability is appropriate.

Several empirical studies have been published that attempt to quantify the discount for lack of marketability. These studies include the restricted stock studies and the pre-IPO studies. [16] The aggregate of these studies indicate average discounts of 35% and 50%, respectively. Some experts believe the Lack of Control and Marketability discounts can aggregate discounts for as much as ninety percent of a Company's fair market value, specifically with family-owned companies.

Restricted stocks are equity securities of public companies that are similar in all respects to the freely traded stocks of those companies except that they carry a restriction that prevents them from being traded on the open market for a certain period of time, which is usually one year (two years prior to 1990). This restriction from active trading, which amounts to a lack of marketability, is the only distinction between the restricted stock and its freely traded counterpart. Restricted stock can be traded in private transactions and usually do so at a discount. The restricted stock studies attempt to verify the difference in price at which the restricted shares trade versus the price at which the same unrestricted securities trade in the open market as of the same date. The underlying data by which these studies arrived at their conclusions has not been made public. Consequently, it is not possible when valuing a particular company to compare the characteristics of that company to the study data. Still, the existence of a marketability discount has been recognized by valuation professionals and the Courts, and the restricted stock studies are frequently cited as empirical evidence. Notably, the lowest average discount reported by these studies was 26% and the highest average discount was 40%.

In addition to the restricted stock studies, U.S. publicly traded companies are able to sell stock to offshore investors (SEC Regulation S, enacted in 1990) without registering the shares with the Securities and Exchange Commission. The offshore buyers may resell these shares in the United States, still without having to register the shares, after holding them for just 40 days. Typically, these shares are sold for 20% to 30% below the publicly traded share price. Some of these transactions have been reported with discounts of more than 30%, resulting from the lack of marketability. These discounts are similar to the marketability discounts inferred from the restricted and pre-IPO studies, despite the holding period being just 40 days. Studies based on the prices paid for options have also confirmed similar discounts. If one holds restricted stock and purchases an option to sell that stock at the market price (a put), the holder has, in effect, purchased marketability for the shares. The price of the put is equal to the marketability discount. The range of marketability discounts derived by this study was 32% to 49%. However, ascribing the entire value of a put option to marketability is misleading, because the primary source of put value comes from the downside price protection. A correct economic analysis would use deeply in-the-money puts or Single-stock futures, demonstrating that marketability of restricted stock is of low value because it is easy to hedge using unrestricted stock or futures trades.

Another approach to measure the marketability discount is to compare the prices of stock offered in initial public offerings (IPOs) to transactions in the same company's stocks prior to the IPO. Companies that are going public are required to disclose all transactions in their stocks for a period of three years prior to the IPO. The pre-IPO studies are the leading alternative to the restricted stock stocks in quantifying the marketability discount.

The pre-IPO studies are sometimes criticized because the sample size is relatively small, the pre-IPO transactions may not be arm's length, and the financial structure and product lines of the studied companies may have changed during the three year pre-IPO window.

The studies confirm what the marketplace knows intuitively: Investors covet liquidity and loathe obstacles that impair liquidity. Prudent investors buy illiquid investments only when there is a sufficient discount in the price to increase the rate of return to a level which brings risk-reward back into balance. The referenced studies establish a reasonable range of valuation discounts from the mid-30%s to the low 50%s. The more recent studies appeared to yield a more conservative range of discounts than older studies, which may have suffered from smaller sample sizes. Another method of quantifying the lack of marketability discount is the Quantifying Marketability Discounts Model (QMDM).