Valuation of Closely Held Businesses: Part I

by Martin Levin

A successful small business enterprise may be the culmination of a life’s work for a small business owner. A small business may even have successfully transitioned to the second or third generation of a family. Inevitably, the question often arises, “What is my business worth?” It is the role of the business valuation specialist to assist the client in helping to understand the approximate value of their closely held business. The need to value the business may arise from a buyout of a current owner, a family gifting strategy, estate settlement resulting from the death of an owner, marital dissolution, or a first step toward the eventual sale of the company in accordance with a succession plan. In this first of a two-part introduction to business valuation, we will take a look at the primary approaches utilized by business valuation experts to estimate the value of a small closely-held business.

Business valuation principles rely upon a number of recognized techniques widely accepted by experts in the field. The methods utilized to evaluate business enterprises are broken down into three distinct approaches; asset based, income based, and market-based. This article is intended to examine the three separate approaches briefly, but the reader should keep in mind that there are numerous methodologies contained within each approach that go well beyond the scope of this article.

The first, and probably best-understood approach, is the asset based approach. Included in the asset based approach are both going concern and liquidation methods; whereby the going concern value is predicated on the market value of the net assets and assumes the company continues as a going concern, whereas the liquidation method considers the market value of the net assets in contemplation of liquidation of the enterprise. These methods often require an independent third party to appraise the market value of specific assets.

The market-based approaches incorporate a number of methodologies as well. Among those is the company guideline method. The market-based approaches to valuation assume that if you can ascertain the value of a company with similar attributes to the one being valued, then you should be able to apply those same metrics to the subject company. For example, an analysis of closely held businesses recently sold with the same standard industrial classification code as the subject company and of similar size may yield important ratios that can be applied to the subject company including multiples of revenue, price to company earnings, price to seller’s discretionary earnings, etc. Those metrics can then be applied to the subject company to approximate value.

There are limitations in using market-based methods. Many closely held businesses are quite unique and are very difficult to compare to other companies. Some of the comparisons may result from transactions that are significantly older and less relevant.

Transactions may have taken place in other parts of the country that experience different market conditions than that of the subject company. Finally, it may be that the availability of companies that are comparable in many of the commercially available databases are quite limited, and therefore although seemingly a worthwhile tool, market-based methods can have a very limited application.

The third and most common approach to valuing a small business enterprise falls under the category of income based approaches. Income based approaches are based on the theory that a company is worth an amount that will yield the expected return on investment given an interest rate that allows for risk. By way of example, an investment of $100,000 at 5% will earn $5,000. Therefore, it holds that if you anticipate earning $5,000 with an expected 5% yield on the investment, you would need to invest $100,000, i.e., the business value. That is the underlying rationale behind an income based approach. Of course, the challenge in utilizing an income based approach is twofold. The first is to determine the appropriate risk-based return on investment. Second, the valuation analyst needs to understand the potential income and cash flow that the company will yield in the future.

In a future edition of this publication, we will look more in depth at the process by which the income based approaches to business valuation are utilized by business valuation specialists.

*Part 2 Coming Soon in the next edition of Network Magazine*

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