Businesses or fractional interests in businesses may be valued for various purposes such as
mergers and acquisitions, sale of
securities, and taxable events. When correct, a valuation should reflect the capacity of the business to match a certain market demand, as it is the only true predictor of future cash flows. An accurate valuation of
privately owned companies largely depends on the reliability of the firm's historic financial information.
Public company financial statements are audited by
Certified Public Accountants (USA),
Chartered Certified Accountants (
ACCA) or
Chartered Accountants (UK), and
Chartered Professional Accountants (Canada) and overseen by a government regulator. Alternatively, private firms do not have government oversight—unless operating in a regulated industry—and are usually not required to have their financial statements audited. Moreover, managers of private firms often prepare their financial statements to minimize profits and, therefore,
taxes. Alternatively, managers of public firms tend to want higher profits to increase their stock price. Therefore, a firm's historic financial information may not be accurate and can lead to over- and undervaluation. In an acquisition, a buyer often performs
due diligence to verify the seller's information. Financial statements prepared in accordance with
generally accepted accounting principles (GAAP) show many assets based on their historic costs rather than at their current market values. For instance, a firm's
balance sheet will usually show the value of land it owns at what the firm paid for it rather than at its current market value. But under GAAP requirements, a firm must show the fair values (which usually approximates market value) of some types of assets such as financial instruments that are held for sale rather than at their original cost. When a firm is required to show some of its assets at fair value, some call this process "
mark-to-market". But reporting asset values on financial statements at fair values gives managers ample opportunity to slant asset values upward to artificially increase profits and their stock prices. Managers may be motivated to alter earnings upward so they can earn bonuses. Despite the risk of manager bias, equity investors and creditors prefer to know the market values of a firm's assets—rather than their historical costs—because current values give them better information to make decisions. There are commonly three pillars to valuing business entities: comparable company analyses, discounted cash flow analysis, and precedent transaction analysis. Business valuation credentials include the Chartered Business Valuator (CBV) offered by the
CBV Institute, ASA and CEIV from the
American Society of Appraisers, and the CVA by the National Association of Certified Valuators and Analysts.
Discounted cash flow method This method estimates the value of an asset based on its expected future cash flows, which are discounted to the present (i.e., the present value). This concept of discounting future money is commonly known as the
time value of money. For instance, an asset that matures and pays $1 in one year is worth less than $1 today. The size of the discount is based on an
opportunity cost of capital and it is expressed as a percentage or
discount rate. In finance theory, the amount of the
opportunity cost is based on a relation between the risk and return of some sort of investment.
Classic economic theory maintains that people are rational and averse to risk. They, therefore, need an incentive to accept risk. The incentive in finance comes in the form of higher expected returns after buying a risky asset. In other words, the more risky the investment, the more return investors want from that investment. Using the same example as above, assume the first investment opportunity is a government bond that will pay interest of 5% per year and the principal and interest payments are guaranteed by the government. Alternatively, the second investment opportunity is a bond issued by small company and that bond also pays annual interest of 5%. If given a choice between the two bonds, virtually all investors would buy the government bond rather than the small-firm bond because the first is less risky while paying the same interest rate as the riskier second bond. In this case, an investor has no incentive to buy the riskier second bond. Furthermore, in order to attract capital from investors, the small firm issuing the second bond must pay an interest rate higher than 5% that the government bond pays. Otherwise, no investor is likely to buy that bond and, therefore, the firm will be unable to raise capital. But by offering to pay an interest rate more than 5% the firm gives investors an incentive to buy a riskier bond. For a
valuation using the
discounted cash flow method, one first estimates the future cash flows from the investment and then estimates a reasonable discount rate after considering the riskiness of those cash flows and interest rates in the
capital markets. Next, one makes a calculation to compute the present value of the future cash flows.
Guideline companies method This method determines the value of a firm by observing the prices of similar companies (called "guideline companies") that sold in the market. Those sales could be shares of stock or sales of entire firms. The observed prices serve as valuation benchmarks. From the prices, one calculates
price multiples such as the
price-to-earnings or
price-to-book ratios—one or more of which used to value the firm. For example, the average price-to-earnings multiple of the guideline companies is applied to the subject firm's earnings to estimate its value. Many price multiples can be calculated. Most are based on a financial statement element such as a firm's earnings (price-to-earnings) or book value (price-to-book value) but multiples can be based on other factors such as price-per-subscriber.
Net asset value method The third-most common method of estimating the value of a company looks to the
assets and
liabilities of the business. At a minimum, a
solvent company could shut down operations, sell off the assets, and pay the
creditors. Any cash that would remain establishes a floor value for the company. This method is known as the
net asset value or cost method. In general the
discounted cash flows of a well-performing company exceed this floor value. Some companies, however, are worth more "dead than alive", like weakly performing companies that own many tangible assets. This method can also be used to value heterogeneous portfolios of investments, as well as
nonprofits, for which discounted cash flow analysis is not relevant. The valuation premise normally used is that of an orderly
liquidation of the assets, although some valuation scenarios (e.g.,
purchase price allocation) imply an "
in-use" valuation such as
depreciated replacement cost new. This method is most appropriate in situations where there are no significant intangible assets, or when a company is voluntarily liquidating its assets as a result of ceased operations. An alternative approach to the net asset value method is the excess earnings method. (This method was first described in the U.S.
Internal Revenue Service's
Appeals and Review Memorandum 34, and later refined by Revenue Ruling 68-609 .) The excess earnings method has the appraiser identify the value of tangible assets, estimate an appropriate return on those tangible assets, and subtract that return from the total return for the business, leaving the "excess" return, which is presumed to come from the intangible assets. An appropriate capitalization rate is applied to the excess return, resulting in the value of those intangible assets. That value is added to the value of the tangible assets and any non-operating assets, and the total is the value estimate for the business as a whole. See
Clean surplus accounting,
Residual income valuation. ==Specialised cases==