Establishing an accurate value of a business, whether you’re on the buy-side or sell-side, is an essential component of extracting value from a transaction.
The most successful investors of all time are those that are better able to value assets.
And while you can add value to a transaction through a successful integration, paying the right price for a company gives you the best platform to do so.
In this article on business valuation, DealRoom borrows from some of the insights into valuation provided by colleagues that contributed to our sister site, M&A Science, as well as DealRoom founder Kison Patel.
What is Business Valuation?
Business valuation, also known as company valuation, is the process through which the economic value of a business is calculated. The purpose of a valuation is to find the intrinsic value of a company - its value from an objective perspective. Business valuations are mostly used by investors, business owners and intermediaries such as investment bankers, who are seeking to accurately value the company’s equity for some form of investment.
Understanding Business Valuation
Although business valuations are *mostly* used to value a company’s equity for some form of investment, this isn’t the only reason to have an understanding of a company’s value.
A company is not unlike most other long-term assets, in that it’s useful to have a handle on how much its worth.
Being in an informed position at all times enables the company’s owners to understand what their options are, how to react in different business situations, and how their company’s valuation fits into the bigger picture.
The objectives for valuing a business can be divided into: internal motives, external motives, and mixed motives (being a combination of internal and external motives).
The Business Valuation Process
The business valuation process differs depending on which method is chosen.
Whatever method is chosen, the aim is the same: To find the company’s intrinsic value.
Depending on the company and or/the individual conducting the business valuation process, the method can differ.
For example, should a company be measured based on its assets, its future free cash flows, recent transactions for comparable companies, or the sum of its real options?
More often than not, valuation professionals seek to use a combination of these to arrive at an answer.
The valuation methods they use are summarized in the table below
More often than not, business valuation professionals use at least two methods when valuing companies, the most common being the DCF method and comparable transactions.
These methods are popular because they’re widely understood, but also because the underlying numbers are easier to obtain.
In the case of real options valuation, for example, the numbers which underpin the company valuation are far more difficult to objectively ascertain.
Business Valuation Methods
- Discounted Cash Flow Analysis
- Capitalization of Earnings Method
- EBITDA Multiple
- Revenue Multiple
- Precedent Transactions
- Book Value/Liquidation Value
- Real Option Analysis
1. Discounted Cash Flow Analysis
Discounted cash flow analysis uses the inflation-adjusted future cash flows to project a value for the business.
The thinking behind DCF Analysis is that free cash flows are what endow shareholders with value, so FCF is the only number that matters.
The problem then arises of how to accurately project discounted FCF, using a weighted average cost of capital (WACC) several years into the future.
Even small differences in the growth rate, the perpetual growth rate and the cost of capital can lead to significant differences in valuation, fueling criticism of the method.
2. Capitalization of Earnings Method
The capitalization of earnings method is a neat, back-of-the-envelope method for calculating the value of a business, which in fact is used by DCF Analysis to calculate the perpetual earnings (i.e. all those earrings that occur after the terminal year of the DCF Analysis being performed).
Sometimes called the Gordon Growth Model, the Capitalization of Earnings Method requires that the business have a steady level of growth and cost of capital.
The numerator, usually the free cash flow, is then divided by the difference between the discount rate and the growth rate, expressed as fractions to arrive at an approximation of a valuation.
3. EBITDA Multiple
The EBITDA multiplier is an excellent solution to the arbitrary nature of most valuation methods. Even Aswath Damodaran, the father of modern valuation says that any valuation of a business should follow the law of parsimony: the most simple of two (or more) competing theories should hold sway in an argument.
On this basis, the EBITDA multiple - the multiplication of this year’s EBITDA figure by a multiplier agreeable to both the buyer and seller - is an elegant solution to the valuation dilemma.
Even those who consider this method too simplistic tend to use it as a guide for their valuations, underlining its strength.
4. Revenue Multiple
This is essentially the same as the EBITDA Multiplier method with one advantage: It can be used in those circumstances where EBITDA is either negative or isn’t available for some reason (usually because sales figures are the only ones available when researching firms to acquire through online search).
Again, while you might say it’s just a benchmark - others would argue, with some justification, that the total sales of a business is the most important benchmark of all.
5. Precedent Transactions
This method may incorporate the EBITA and revenue multipliers or any other multiple that the practitioner so wishes to use. As the title suggests, here the valuation is derived from comparable transactions in the industry.
So, for example, if widget makers have been trading at multiples of somewhere between 5 and 6 times EBITA (or net income, or whatever indicator is chosen), Widget Co. would establish its value by performing the same iterative process.
The problem that then arises, is how similar are companies to others, even in their own industry?
Thus, for our money, this is more of a barometer of the market than a valuation method per se.
6. Book Value/Liquidation Value
The liquidation value,(which is essentially the same as the book value) is what Warren Buffett claims to have always looked at when seeing if businesses are overvalued on the stock market or not.
The liquidation value is the net cash that a business would generate if all of its liabilities were paid off and its assets were liquidated today.
In a sense, calling this a valuation method for a business is a misnomer - this only gives you the value of part of the business.
But, to paraphrase Buffett, it allows you to see the ‘margin of error’ that you have with a valuation.
The logic goes that, even if everything goes wrong in management and the company’s sales fall dramatically after the acquisition, it can always fall back on the liquidation value.
7. Real Option Analysis
Proponents of real options analysis look at businesses as nothing more than a nexus of real options: the option to invest in opportunities, the option to utilize spare capacity, the option to hire more salespeople, etc.
Bringing together these options is the basis behind real options analysis for valuation.
This is most effective for firms with uncertain futures, usually those who aren’t yet cash generative: startups and mineral exploration firms, for example.
Of the valuation methods on this list, it’s by some distance the most complicated but its proponents include McKinsey and several of the world’s most prestigious business schools.
How to Pick the Right Valuation Method?
The last section mentioned how most business valuation professionals use at least two methods of valuation, and also that the valuation (the output) will ultimately only be as good as the numbers uesd to achieve it (the inputs).
After conducting a preliminary analysis of the company, whoever is conducting the valuation chooses the method, which is most suitable to the business and its industry.
There is no question that the biggest determinant of the valuation method used is available informtion. To take the example of comparable transactions, without any reasonably comparable transactions, there is no way that this valuation method can be conducted.
Here is an example of intangible assets valuation.
Even transactions in the same space from several years before cannot be considered accurate representations of a company’s value in the current environment.
In a similar vein, even the most commonly used valuation method, the DCF method, requires users to forecast free cash flows to a pre-determined point in the future. Only in the most extreme cases - for example, a company with a remarkably small number of clients and pre-agreed contracts - is this feasible.
But information is just one of the factors which should determine which is the right valuation method to choose. The others are as follows:
Type of the company
If a company is asset-light, such as is the case with many service companies, it makes little sense to use the net-asset valuation method. Similarly, if most of a company’s value is in its branding or IP, it may make little sense to use the discounted cash flow method.
Size of the company
Larger companies tend to be applicable for a larger number of valuation methods. Small companies, with less information, are usually only subject to a handful of valuation methods. Bear in mind too that different valuation considerations are at play for each (e.g., higher valuation multiples for larger companies).
Regardless of which method chosen, it’s never a bad idea to consider the economic environment that teh company faces. But in more positive economic conditions, it’s important to be somewhat conservative when valuing in the understanding that all business cycles come to an end.
A further consideration for valuing a company is what the end user requires the valuation for. Some buyers will only look to the value of a company’s fixed assets, be that technology, real estate, or even trucking. Others will only be interested in cash-flow generating potential (as is the case with most buyers of SAAS platforms).
How to carry out a successful valuation
There are a few ways in which a valuation professional can ensure that, whatever the valuation method they choose, they’ll arrive at a number which approximates intrinsic value.
Successful valuation factors are:
A valuation which is heavily influenced by an opinion can be regarded as just that - an opinion.
The valuation should consider as much as possible; not just a company’s assets or its cash flows, but also its environment, and other internal and external factors.
Holistic does not mean detail for the sake of detail. Valuing Amazon doesn’t require making projections about the future prices of cardboard packaging.
Anyone reading the valuation should be able to arrive at the same conclusion as the individual conducting the valuation based on the information provided.
Business valuation providers
Business valuation is the bread and butter of investment banks and M&A intermediaries.
Even if a company has the wherewithal to conduct their own business valuation, it pays to hire a third party specialist for the expertise that they bring to the task. Even legal firms now typically have an in-house valuations expert.
Depending on the valuation method(s) used by the business valuation providers, the company can change the inputs over time to see how their valuation evolves.
Business Valuation: Part art, part science
The minute-by-minute fluctuation of the stock prices reflect the reality that there can never be a true consensus on a company’s valuation: Everybody has their own.
This is also reflected by the analysts’ reports on public companies, all of which suggest a price range, as well as attraching a ‘buy’, ‘sell’ or ‘hold’ tag to covered stocks. In some cases, the range suggested by the analysts can be as much as 20% of the stock’s current price - hardly a specific valuation.
Blue chip Investment banks, keen to let everybody know that they’re hiring the best quantitative analysts in the world, can also vary widely on price.
The upcoming IPO of British chip manufacturer ARM is a case in point.
The value of the IPO pitched by investment banks has ranged from $30 billion to $70 billion - a massive $40 billion difference. Most of these bankers will be wrong by billions of dollars, illustrating the difficulty of business valuations.
Any valuation model is only as useful as the inputs used.
Perhaps what links all of the methods mentioned here is that their users have, at one time or another, plugged numbers into a model which gave a number they thought was erroneous, only to replace the numbers moments later to arrive at a number they considered ‘more reasonable.’
The best advice is to use as many measures as possible to arrive at a valuation, assuming the data are available to you. The more insights you can garner on its revenues, EBITDA, free cash flows, assets and real options, the better a perspective you gain of the company’s true value.
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