March 27, 2019 //
Correctly valuing a business is central to any successful M&A transaction. As much art as science, valuation strives to quantify the financial benefits of owning the business today and in the future. Here we kick off a series of articles examining different valuation approaches, limitations, and best practices. This piece introduces the core principles of valuation, components of business value, and most common methods used to assess it.
Which will yield greater contribution to equity holders: liquidating the business’s assets, or operating it as a going concern? The answer lies in comparing (a) the value of the business based on the cash flows it is expected to generate discounted to reflect the associated risk, and (b) the estimated net proceeds that could be realized by selling the underlying assets and settling all liabilities.
This foundational question gives rise to the two most common valuation approaches: income or cash flow-based, and asset-based. If a business is viable on as stand-alone basis, valuing it as a going concern based on its cash flows will generally be more appropriate and yield a higher value.
With this as a starting point, let’s look at some of the core principles of valuation which apply across private and open-market transactions, reflecting economic theory, common practice, and legal precedent:
The enterprise value of a business is its total value, including both its interest-bearing debt and equity components. It is the total value of:
Because of their ability to reflect the future economic benefits of an ongoing business, cash flow methodologies are most commonly used in business valuation. There are various ways to estimate value based on cash flow – each with its unique benefits and limitations – including applying a multiple to an income number like EBITDA, capitalizing cash flows, and discounting cash flows. All of these methodologies require:
Figure 1 summarizes the cash-flow based approach to valuation.
The art and judgement in this type of valuation lies mainly in determining prospective cash flows and the appropriate level of risk to apply. Note that the same enterprise value can be calculated using a conservative cash flow number and lower risk level or a more ambitious cash flow and higher level of risk.
We use asset-based valuation methodologies when a business is not viable as a going concern, where it is more practical for an owner to dissolve rather than sell a small company, or for capital-intensive businesses where the net asset value may exceed the present value of cash flows. The most common asset-based methodology calculates the liquidation value, though in some cases adjusted net book value or real estate valuation are used.
Liquidation can be either forced (e.g., when a failing company goes into receivership) or voluntary, and take place either immediately or over an extended period of time. Voluntary liquidation typically involves circumstances more favourable to the owner, and yields a higher valuation. When liquidation takes place in a relatively short period of time, it is considered less risky and avoids prolonged overhead expenses, often resulting in a higher valuation than a more extended process.
Under the liquidation value methodology:
Occasionally we see a buyer focused entirely on the acquisition of an industry or business model-specific asset, like nursing home beds or hot water tanks or subscriptions for a service or product. In particular, “The subscription business model is booming. Previously dominated by the likes of newspapers, magazines, gyms, utilities, and telecommunications firms, … business-to-consumer subscription businesses have attracted more than 11 million U.S. subscribers in 2017, and the industry as a whole has been growing at 200% annually since 2011.”
In a sense, these are both cash flow and asset-based valuations. Typically, we build revenue and profitability per asset unit, costs of acquisition, rates of turnover, etc. into our cash flow and risk assumptions. We also look at the multiples applied to the specific asset in comparable transactions.
In the coming articles we will drill down further on the most common cash flow-based valuation techniques. We will examine the popularity and limitations of the EBITDA multiple, and dig into the income statement and balance sheet adjustments that can paint a more accurate picture of business health and prospective cash flows.
Principles from H.E. Johnson, Business Valuation, 2012.
 D. McCarthy and P. Fader, “Subscription Businesses Are Booming. Here’s How to Value Them”, hbr.org, December 19, 2017.