FAQ Practical Strategic Valuations

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Business Valuation FAQs

Find answers to common questions about company valuations, methodologies, and financial analysis

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Do you have special circumstances that affect valuation?

Special circumstances that affect valuation include pending litigation or regulatory investigations creating uncertainty and potential liabilities, significant customer or supplier concentration where few relationships drive revenue or costs, owner health issues or succession challenges affecting business continuity, environmental liabilities or compliance issues requiring remediation, intellectual property disputes threatening key assets, non-compete agreements expiring that could unleash competition, major contract renewals pending that determine future revenue, and family dynamics in ownership transitions complicating decision-making and value realization. These special circumstances require disclosure to the appraiser because they materially impact risk, cash flows, and value conclusions. Pending litigation creates contingent liabilities that may reduce value by potential settlement amounts plus legal costs and management distraction. Customer concentration where one customer exceeds 20 percent of revenue justifies concentration discounts of 15 to 30 percent reflecting revenue vulnerability. Owner health issues requiring immediate sale may force acceptance of lower values from limited buyers. Environmental problems like soil contamination or asbestos require remediation cost estimates subtracted from value. Intellectual property disputes threaten competitive advantages and may require legal resolution before value can be determined. Expiring non-competes may allow former employees or partners to compete, potentially reducing future cash flows. Major contract renewals create binary outcomes where success maintains value but failure devastates it. Family conflicts over business direction, ownership succession, or value expectations complicate transactions and may require dispute resolution before sales can proceed.

What is being valued - stock or assets?

What is being valued, stock or assets, fundamentally affects the valuation conclusion, tax treatment, and transaction structure because stock sales transfer entire companies including all assets and liabilities with buyers assuming unknown risks, while asset sales allow buyers to select specific assets and leave liabilities with sellers, creating different risk profiles and tax consequences that impact value. Stock valuations determine the fair market value of ownership interests in the entity, including all assets, liabilities, contracts, employees, and legal obligations, with buyers stepping into the sellers' shoes and assuming all known and unknown liabilities including environmental issues, litigation, tax obligations, and warranty claims. Asset valuations determine the fair market value of specific business assets including tangible assets like equipment, inventory, and real estate, plus intangible assets like customer relationships, intellectual property, and goodwill, with buyers acquiring only identified assets and sellers retaining liabilities unless specifically assumed. The choice affects tax treatment; stock sales generally provide sellers with capital gains treatment on the entire proceeds but deny buyers tax basis step-up in assets, while asset sales trigger ordinary income to sellers on certain assets like inventory and recaptured depreciation but provide buyers with stepped-up basis generating future tax deductions. Stock sales are simpler with fewer transfer requirements but expose buyers to greater risk. Asset sales require more complex documentation transferring each asset but limit buyer risk. The valuation approach may differ; stock valuations often use income or market approaches while asset valuations may emphasize asset-based approaches, particularly for asset-intensive businesses.

What type of appraisal do I need?

The type of appraisal you need depends on your purpose, with different situations requiring different report formats, standards compliance, and levels of detail including calculation of value for preliminary planning, summary appraisal reports for general business purposes, detailed appraisal reports for tax compliance or litigation, and fairness opinions for transaction approval. For preliminary planning, internal decision-making, or exploring options, a calculation of value provides quick estimates using limited procedures, abbreviated analysis, and informal reports, typically costing $2,000 to $10,000. For transaction advisory, financing applications, or general business purposes, summary appraisal reports provide moderate detail using standard methodologies, documented assumptions, and professional reports meeting basic standards, typically costing $5,000 to $25,000. For estate tax, gift tax, charitable contributions, or IRS compliance, detailed appraisal reports are required with comprehensive analysis, extensive documentation, multiple methodologies, and strict adherence to professional standards like USPAP and IRS requirements, typically costing $10,000 to $50,000 or more. For litigation including divorce, shareholder disputes, or damages claims, detailed appraisal reports with expert testimony capability are needed, requiring experienced appraisers with court credentials and ability to withstand cross-examination, costing $15,000 to $100,000 depending on complexity. For board approval of mergers or significant transactions, fairness opinions from investment banks or valuation firms provide independent assessment of transaction fairness, typically costing $100,000 to $500,000. The appraiser should understand your purpose and recommend the appropriate appraisal type balancing cost, detail, and defensibility.

When do I need my business appraised?

You need your business appraised when contemplating sale or ownership transition within 12 to 18 months to establish realistic expectations and identify value enhancement opportunities, when implementing estate planning strategies to document values for gift or estate tax purposes, when shareholder events like death, divorce, or disputes trigger buy-sell agreement provisions, when establishing or updating ESOP plans requiring annual valuations, when seeking financing where lenders require independent valuations, and periodically every 2 to 3 years to monitor value trends and track progress toward exit goals. Pre-sale valuations help sellers understand realistic market values, identify weaknesses to address, and set appropriate asking prices, ideally obtained 12 to 18 months before intended sales to allow time for value improvement initiatives. Estate planning valuations support gift transfers, estate freezes, or charitable contributions, requiring qualified appraisals meeting IRS standards to withstand audit scrutiny. Shareholder events including owner deaths triggering life insurance funding, divorces requiring equitable distribution, or disputes over buyout prices all require independent valuations. ESOP companies must obtain annual valuations from independent appraisers to comply with Department of Labor regulations. Financing applications for acquisitions, expansion, or refinancing may require lender-mandated valuations. Strategic planning benefits from periodic valuations tracking whether management initiatives are creating value. Buy-sell agreements should specify valuation timing and methodology, with periodic updates ensuring current values. Significant business changes like major acquisitions, divestitures, or operational shifts warrant updated valuations. The key is obtaining valuations before they are urgently needed, allowing time for quality work rather than rushed analysis.

Why am I getting my business valued?

Why you are getting your business valued matters because the purpose determines the standard of value, appropriate methodologies, required report format, and appraiser qualifications needed, with different purposes including sale preparation, estate planning, divorce settlement, shareholder disputes, tax compliance, financing applications, strategic planning, or ESOP implementation each requiring different approaches. For sale preparation, you need market value estimates helping set realistic asking prices and identify value drivers to enhance before marketing. For estate planning including gift transfers or estate tax, you need IRS-compliant valuations at fair market value performed by qualified appraisers meeting strict standards. For divorce, you need independent valuations supporting equitable distribution, potentially requiring litigation-quality reports and expert testimony. For shareholder disputes involving buyouts or oppression claims, you need defensible valuations that can withstand opposing expert challenges. For tax compliance including charitable contributions or corporate reorganizations, you need qualified appraisals meeting IRS requirements with appropriate credentials. For financing applications, you need valuations satisfying lender requirements demonstrating adequate collateral. For strategic planning, you need valuations tracking value creation and supporting investment decisions. For ESOP implementation or annual compliance, you need independent valuations meeting Department of Labor standards. The purpose affects whether you need preliminary estimates or detailed formal reports, whether fair market value or investment value is appropriate, what professional standards apply, and what appraiser credentials are required. Clearly communicating your purpose to the appraiser ensures appropriate scope, methodology, and deliverables.

How do I know if my business valuation is accurate?

You know if your business valuation is accurate by assessing whether the appraiser is qualified with appropriate credentials like ABV, ASA, or CVA, whether multiple valuation methods were applied and reconciled, whether assumptions are reasonable and supported by market data, whether the conclusion aligns with recent comparable transactions or market evidence, whether the report is comprehensive with clear documentation, and whether the valuation withstands sanity checks comparing implied multiples to industry norms. Appraiser qualifications matter; credentialed professionals with relevant experience produce more reliable valuations than unqualified individuals. Methodology appropriateness is critical; the appraiser should apply income, market, and asset-based approaches as relevant, not rely solely on one method. Assumption reasonableness requires scrutiny; discount rates should reflect appropriate risk levels typically 12 to 25 percent for small businesses, growth rates should be supportable given historical trends and market conditions, and comparable companies should be truly similar. Market validation through comparing the conclusion to recent transactions of similar businesses provides reality checks; if comparable businesses sold for $3 million to $5 million but your valuation is $10 million, question the conclusion. Report quality including comprehensive financial analysis, market research, detailed methodology explanations, and clear documentation of all assumptions suggests thorough work. Sanity checks including calculating implied multiples and comparing to industry norms identify unreasonable conclusions; if the valuation implies 15x EBITDA when industry norms are 4x to 6x, investigate. Independence matters; appraisers free from conflicts of interest produce more objective valuations. Professional standards compliance including USPAP adherence provides quality framework.

What questions should I ask my business valuator?

Questions you should ask your business valuator include what credentials and experience they have, what their process and timeline will be, what information they need from you, what valuation methods they will use, whether they have experience with your industry and valuation purpose, what their fees are and how they are structured, whether they carry professional liability insurance, whether they can provide references from similar engagements, and whether they can testify if litigation becomes necessary. Ask about credentials including whether they hold ABV, ASA, or CVA designations and how long they have been performing valuations. Inquire about relevant experience including how many valuations they have completed in your industry, whether they have handled similar purposes like estate tax or litigation, and whether they have been qualified as expert witnesses. Understand the process including what stages the valuation involves, how long it typically takes, what deliverables you will receive, and what your responsibilities are. Clarify information requirements including what financial statements, tax returns, and operational data they need and in what format. Discuss methodology including what valuation approaches they typically use and why, how they select discount rates and comparable companies, and how they handle industry-specific issues. Verify insurance coverage protecting you from errors or omissions. Request references from clients with similar needs. Understand fee structure including whether fees are fixed or hourly, what is included, and what might cause additional charges. Assess communication style and responsiveness during initial consultations. Trust your instincts about whether you feel confident working with the appraiser.

How do I prepare financial statements for business valuation?

You prepare financial statements for business valuation by gathering three to five years of complete financial statements including income statements, balance sheets, and cash flow statements, preferably compiled, reviewed, or audited by CPAs, along with corresponding tax returns, detailed general ledgers, and supporting schedules that break down major accounts and provide transparency into business operations. Start by collecting historical financial statements for the most recent three to five years, ensuring they are complete with all periods and all statements. Engage your CPA to compile or review statements if you only have internal versions, as formal statements carry more credibility. Gather all supporting schedules including detailed revenue breakdowns by customer, product, or service line, expense detail separating operating costs from owner discretionary items, fixed asset registers showing equipment with acquisition dates and depreciation, accounts receivable aging reports, inventory listings by category, and debt schedules with terms and balances. Collect tax returns for the same periods including all schedules and supporting forms. Prepare reconciliations explaining significant differences between financial statements and tax returns. Organize information logically in folders or binders making it easy for appraisers to review. Include interim financial statements for the current year bringing valuations current beyond year-end. Prepare management discussion explaining significant events, trends, or anomalies in financial results. Identify and document related party transactions requiring normalization. The better organized and more complete your financial information, the more accurate your valuation and faster the process.

What is a reasonable valuation multiple for my industry?

A reasonable valuation multiple for your industry depends on specific industry characteristics, with technology and SaaS companies typically commanding 5x to 15x EBITDA or 3x to 12x revenue, manufacturing companies 4x to 7x EBITDA, professional services 0.5x to 2x revenue or 3x to 6x EBITDA, restaurants and hospitality 0.3x to 0.5x revenue or 2x to 4x EBITDA, healthcare practices 0.6x to 1.2x revenue or 4x to 7x EBITDA, and retail businesses 0.2x to 0.4x revenue or 2x to 4x EBITDA, with significant variation based on company-specific factors. These ranges represent typical middle-market transaction multiples but individual businesses may fall outside these ranges based on growth rates, profitability, customer concentration, competitive advantages, and other value drivers. High-growth businesses with 30 to 50 percent annual revenue growth command multiples at the high end or above these ranges, while slow-growth or declining businesses receive multiples at the low end or below. Profitable businesses with strong margins justify higher multiples than marginal or unprofitable companies. Businesses with recurring revenue, long-term contracts, or subscription models command premiums. Companies with strong competitive moats including proprietary technology, brands, or regulatory advantages receive higher multiples. Larger businesses typically trade at higher multiples than smaller companies due to lower risk and more buyer competition. Market conditions affect multiples; strong economies with abundant capital drive multiples higher while recessions compress them. To determine appropriate multiples for your specific business, research recent transactions in your industry, consult transaction databases, and engage qualified appraisers who can identify truly comparable companies and adjust for differences.

How do valuators determine my discount rate?

Valuators determine your discount rate by assessing the risk associated with your business's projected cash flows and calculating the return investors would require to compensate for that risk, using methods like the Capital Asset Pricing Model (CAPM), build-up method, or Weighted Average Cost of Capital (WACC) depending on whether they are valuing equity or enterprise value. The build-up method, commonly used for private companies, starts with the risk-free rate from long-term Treasury bonds (currently around 4 to 5 percent), adds an equity risk premium representing additional return for bearing stock market risk (typically 5 to 7 percent), adds a size premium reflecting higher returns historically earned by smaller companies (ranging from 0 to 6 percent based on company size), and adds a company-specific risk premium for unique risks (typically 0 to 5 percent). Company-specific risk factors include customer concentration, key person dependency, competitive position, financial leverage, industry volatility, and operational risks. For example, a small business might have a 4.5 percent risk-free rate plus 6 percent equity risk premium plus 4 percent size premium plus 3 percent company-specific risk premium, totaling 17.5 percent discount rate. CAPM calculates discount rates as risk-free rate plus beta times equity risk premium, where beta measures volatility relative to the market. WACC blends cost of equity and after-tax cost of debt weighted by capital structure proportions. The resulting discount rates typically range from 12 to 25 percent for small businesses, 10 to 20 percent for middle-market companies, and 8 to 15 percent for larger established businesses, with higher rates for riskier businesses reducing their present values.

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