Have you ever heard a business owner brag, "I was offered $X million for my business!" - or have you been lucky enough to receive an offer from another party to purchase your private business stock? Intuition says that such offers tell you how much an objective third party thinks your business is worth. However, a purchase offer and the fair market value of a business interest may differ significantly. So, valuators must tread lightly when relying on purchase offers to value a business.
Value Indicator vs. Sanity Check
There are three approaches to valuing a business: the cost, market and income approaches. But appraisers also must ask about other less obvious indicators of value, including active or expired offers from third parties to purchase the business. The weight that appraisers ultimately give to written bids and other less formal offers varies depending on the facts and circumstances of the case. But courts often give them substantial weight, especially when the bidder is serious and the timing is recent. So appraisal reports should address these indicators of value and explain why they're relevant (or not).
When deciding how much weight to give a purchase offer, it's important to assess the bidder's financial strength and how far along the parties are in the negotiation process. If substantial due diligence has been done and a written offer made, it's a more serious offer than someone who casually expresses interest over lunch, using calculations made on the back of a napkin.
In the latter scenario, the offer is a long way from a closed sale of the business. So the offer would provide only limited insight into the fair market value of the business, especially if the appraiser is valuing a minority interest that lacks the requisite control to consummate a deal. In this case, the offer might simply serve as a sanity check for values indicated by the three valuation approaches.
Deals in Progress
Active written offers to purchase the business present their own issues. On one hand, a written offer can provide some evidence as to what a potential buyer is willing to pay for the business, but fair market value requires both a willing buyer and a willing seller. The offer price relates only to the willing buyer side of the equation.
If an offer expires without being accepted, it's important to find out why the deal was never consummated. Did the seller think the price was too low? Did the prospective buyer's financing fall through? Did pre-closing due diligence expose problems that caused the prospective buyer to walk away? The answers to these questions will help the appraiser evaluate whether the expired offer should be relied on to value the business -- or merely to provide a sanity check.
Another impact offers may have on valuation conclusions relates to the length of the investor's expected holding period. Generally the expected holding period is shorter for businesses that have active offers on the table. Active offers may make the business more marketable or easier to convert into cash. Reduced marketability discounts can become a major issue when valuing a business for estate tax purposes, for example. Of course, it's imperative to consider the probability that the business will eventually sell -- and the selling prices that the parties will likely settle on.
Purchase offers can provide insight into the value of the business. So, appraisers should always inquire about and consider them when valuing a business. But there are many valid reasons that offers should be taken with a grain of salt and a healthy dose of professional skepticism. Always discuss active and expired purchase offers with your valuation expert to ensure that your valuation addresses all of the relevant facts.
LOUIS J. CERCONE, JR., CPA, CFE, CFF, ABV, ASA, CVA
Lou is the Managing Director of Brisbane Consulting Group in charge of business valuations, forensic accounting, and litigation support services. He has extensive valuation experience and has served as a financial consultant and expert to attorneys in the economic aspects of matrimonial dissolution. He has been engaged in several forensic accounting cases and has served the judiciary as a court appointed expert and receiver for financially troubled companies. He has testified as an expert witness in State Supreme Court and Federal Court. Lou has also been engaged in the quantification of lost income in determining business interruption claims for insurance adjusters. Lou is a member of and has received the following professional designations: CPA-Certified Public Accountant: New York State; ABV-Accredited in Business Valuations and CFF-Certified in Financial Forensics: American Institute of Certified Public Accountants; ASA-Accredited Senior Appraiser: American Society of Appraisers; CVA-Certified Valuation Analyst: National Association of Certified Valuation Analysts; Certificate of Educational Achievement in Business Valuation and the Appraisal Education Certificate, Uniform Standards of Professional Appraisal Practice; Certified Fraud Examiner: Association of Certified Fraud Examiners; and the New York State Society of Certified Public Accountants.