When the professionals at Waypoint Private Capital are talking to business owners about selling their companies, one of the questions we are always asked is, “What is my company worth?” We have quite a bit of finance and valuation education and experience, so after analyzing a company’s financial statements, risk factors, and market variables, we can determine a theoretical valuation for the company. However, theory only determines what the company should be worth, while real buyers in the market determine what it is really worth. John Naisbitt summed up market based valuation best with his famous quote, “Value is what people are willing to pay for it.”
Theoretical valuation is an academic method for estimating the value of a company. For stable and mature companies, the easiest starting point for valuation is determining what the EBITDA multiple is for companies with similar characteristics then multiplying that factor by the EBITDA of the company. Likewise, for some companies it is more appropriate to determine a revenue multiple for similar companies and multiply that factor by the revenue of the company. Another theoretical method commonly used is the Discounted Cash Flow (“DCF”) method, which discounts the projected free cash flow of the business by an appropriate risk adjusted rate of return to determine a present value of future cash flow and thus the value of the business. Yet another theoretical valuation method focusses on net asset values in either an orderly liquidation or forced liquidation situation. The multiples and discounted cash flow methods should lead to similar valuations that are a good indicator of theoretical valuation, while the asset value methods are more appropriate for setting a valuation floor. Despite their academic and theoretical basis, none of these valuation techniques will necessarily lead to the sale price of a business.
A business owner can never really know what their business is worth until they sell it. When a sale occurs it is a clear indication of the value at least one real buyer puts on the company. The best way ensure that maximum value is achieved is to create a market for the company by inviting a group of interested buyers to evaluate the relevant information about a company and make an offer to buy it. When multiple offers are received and simultaneously negotiated, the maximum valuation is quickly discovered. Each potential buyers will evaluate the company from their own perspective, adding value for opportunities they identify for the company, and subtracting value for perceived risks. The benefit of this method is that there will inevitably be a buyer who sees more opportunities and fewer risks with the business than others evaluating the opportunity. We have seen buyers who wanted to gain a quick foothold in a market pay an EBITDA multiple of twenty for a company with a theoretical value of five times EBITDA because they determined that strategically they just could not risk losing the bidding process for the company. We have seen financial buyers pay six times EBITDA for a company when all other buyers were willing to pay only four times EBITDA because that financial buyer had not completed a deal in two years and was feeling pressure from their investors. We just cannot know what will drive buyers to bid more than theoretical value until they are given the chance to buy the company.
One very public example of a buyer paying much more than the theoretical value of a business is when Steve Ballmer (former CEO of Microsoft) bought the Los Angeles Clippers professional basketball team in August 2014. In January 2014, Forbes had published an article estimating the value of the team to be $575 million, yet Ballmer paid $2.0 billion for the team months later. The acquisition price defied all logic and theoretical valuations for the company, but Ballmer’s perspective is quite different than that of most others. He had just finished a career at Microsoft where he was used to paying very high multiples for acquisitions of technology companies with no earnings and significant risks, and thus saw an acquisition of a profitable NBA franchise as a relatively riskless investment. Additionally, he had a net worth $21 billion at the time and really wanted to own an NBA franchise, so securing the deal was much more important to him than paying a reasonable valuation.
There are all sorts of factors that enter into the logic of potential buyers that do not follow the norms of theoretical finance and valuation techniques. Waypoint has a great deal of experience preparing companies for sale and running a sale process that creates a market for companies and reveals the maximum price a buyer is willing to pay for a company at that time. We would be happy to talk to you or your clients in more detail about how we help business owners maximize the sale prices for their companies.