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Business valuation

Business valuation is a process and a set of procedures used to estimate the economic value of an owner's interest in a business. Here various valuation techniques are used by financial market participants to determine the price they are willing to pay or receive to effect a sale of the business. In addition to estimating the selling price of a business, the same valuation tools are often used by business appraisers to resolve disputes related to estate and gift taxation, divorce litigation, allocate business purchase price among business assets, establish a formula for estimating the value of partners' ownership interest for buy-sell agreements, and many other business and legal purposes such as in shareholders deadlock, divorce litigation and estate contest.[1]

Specialized business valuation credentials include the Chartered Business Valuator (CBV) offered by the CBV Institute, ASA and CEIV from the American Society of Appraisers, plus the CVA and CBA by the National Association of Certified Valuators and Analysts; these professionals may be known as business valuators. In some cases, the court would appoint a forensic accountant as the joint-expert doing the business valuation. Here, attorneys should always be prepared to have their expert's report withstand the scrutiny of cross-examination and criticism.[2]


Business valuation takes a different perspective as compared to stock valuation, [3] which is about calculating theoretical values of listed companies and their stocks, for the purposes of share trading and investment management. This distinction derives mainly from the use of the results: stock investors intend to profit from price movement, whereas a business owner is focused on the enterprise as a total, going concern.


A second distinction is re corporate finance: when two corporates are involved, the valuation and transaction is within the realm of "mergers and acquisitions", and is managed by an investment bank, whereas in other contexts, the valuation and subsequent transactions are generally handled by a business valuator and business broker respectively.

Estimates of business value[edit]

The evidence on the market value of specific businesses varies widely, largely depending on reported market transactions in the equity of the firm. A fraction of businesses are publicly traded, meaning that their equity can be purchased and sold by investors in stock markets available to the general public. Publicly traded companies on major stock markets have an easily calculated market capitalization that is a direct estimate of the market value of the firm's equity. Some publicly traded firms have relatively few recorded trades (including many firms traded over the counter or in pink sheets). A far larger number of firms are privately held. Normally, equity interests in these firms (which include corporations, partnerships, limited-liability companies, and some other organizational forms) are traded privately, and often irregularly. As a result, previous transactions provide limited evidence as to the current value of a private company primarily because business value changes over time, and the share price is associated with considerable uncertainty due to limited market exposure and high transaction costs.


A number of stock market indicators in the United States and other countries provide an indication of the market value of publicly traded firms. The Survey of Consumer Finance in the U.S. also includes an estimate of household ownership of stocks, including indirect ownership through mutual funds.[4] The 2004 and 2007 SCF indicate a growing trend in stock ownership, with 51% of households indicating a direct or indirect ownership of stocks, with the majority of those respondents indicating indirect ownership through mutual funds. Few indications are available on the value of privately held firms. Anderson (2009) recently estimated the market value of U.S. privately held and publicly traded firms, using Internal Revenue Service and SCF data.[5] He estimates that privately held firms produced more income for investors, and had more value than publicly held firms, in 2004.

Fair market value – a value of a business enterprise determined between a willing buyer and a willing seller both in full knowledge of all the relevant facts and neither compelled to conclude a transaction.

Investment value – a value the company has to a particular investor. The effect of synergy is included in valuation under the investment standard of value.

Intrinsic value – the measure of business value that reflects the investor's in-depth understanding of the company's economic potential.

Comparability adjustments. The valuer may adjust the subject company's 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.

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 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.

fair market value

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.

In 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.

DCF

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.

Anderson, Patrick L., Business Economics and Finance, Chapman & Hall/CRC, 2005.  1-58488-348-0.

ISBN

Anderson, Patrick L., "New Developments in Business Valuation." Developments in Litigation Economics. Eds P.A. Gaughan and R.J. Thornton, Burlington: Elsevier, 2005.  0-7623-1270-X.

ISBN

Greg Beech and Dave Thayser, Valuations, Mergers and Acquisitions, Oxford University Press, 2015.  0-585-13223-2.

ISBN

Brining, Brian P., JD, CPA, Finance & Accounting for Lawyers, BV Resources, LLC, Portland, OR, 2011.  978-1-935081-71-5.

ISBN

Campbell Ian R., and Johnson, Howard E., The Valuation of Business Interests, Canadian Institute of Chartered Accountants, 2001.  0-88800-614-4.

ISBN

Damodaran, Aswath. Investment Valuation, New York, Wiley, 1996.  0-471-11213-5.

ISBN

Fishman, Pratt, Morrison, Standards of Value: Theory and Applications, John Wiley & Sons, Inc., NJ, 2007.

Gaughan, Patrick A., Measuring Business Interruption Losses, John Wiley & Sons, Inc., NJ, 2004.

Hitchner, James R., ed., Financial Valuation, McGraw-Hill, 2003.

Hughes, David, The Business Value Myth, Canopy Law Books, 2012. ASIN: B009XB91CU

Mercer, Christopher, "Fair Market Value vs. The Real World," Valuation Strategies, March 1999; reprint

Pratt, Shannon H. Valuing Small Businesses and Professional Practices. 3rd ed., New York, McGraw-Hill, 1998.

Pratt, Reilly, and Schweihs, Valuing A Business, The Analysis and Appraisal of Closely Held Companies, 3rd ed., New York, McGraw-Hill, 1996, [4th ed., 2002] [5th ed., 2007]

Pratt, Reilly, Cost of Capital, McGraw-Hill, 2002.

Trout, Robert, "Business Valuations," chapter 8 in Patrick Gaughan, ed., Measuring Commercial Damages, Wiley, 2000.

Wolpin, Jeffrey; "Mythbusting – Discrediting Appraisal Myths Through Properly Applied Statistical Reasoning," Valuation Strategies, Jan./Feb 2008

Pignataro, Paul, Financial Modeling and Valuation, 2013

[1]

Joshua Rosenbaum, Joshua Pearl, Joseph Gasparro, Investment Banking Workbook: Valuation, LBOs, M&A, and IPOs, 2021

[2]