Negotiating: Formulaic vs. Numerical Deal Value (EP.28)
Sep 23, 2019
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Pros and cons of formulaic and numerical approaches to valuing a business in a sale, including the importance of recent performance and potential complications. Benefits and considerations of using formulaic versus fixed number approach in negotiations, emphasizing understanding adjustments and discussions related to post-cap X net owner earnings.
Different buyers may use various methods to value a company, such as multiples of earnings or complex formulas, each with their pros and cons.
Having a fixed valuation number provides more certainty in a transaction, but it is important for both parties to agree on adjustments and earnings to avoid significant gaps.
Deep dives
Different valuation techniques
Perspective buyers may value a company using different techniques, such as a calculation of future earnings or a multiple of trailing 12-month earnings. Each technique has its advantages and disadvantages. Finite numbers provide a better understanding of the transaction, but may not consider recent positive performance. Formulaic approaches introduce more unknowns and can complicate negotiations. For example, adjustments made to earnings for non-business expenses may differ between the buyer and seller, resulting in significant gaps in the final valuation.
Choosing between certainty and flexibility
There are two approaches to determining value at close: a set value and a range. While there are upsides to using a formulaic approach, having a fixed number provides more certainty. However, it is crucial for both parties to speak the same language and agree on adjustments and net owner earnings. Long due diligence periods increase the potential for variance and may lead to renegotiations. Setting realistic expectations and focusing on the agreed-upon range rather than attempting to maximize profit is important for a successful transaction.
1.
Formulaic versus Numerical Deal Value: Understanding the Differences in Valuing a Business
Prospective buyers will express their valuation of your company in different ways. While some will give you a set valuation number, others may use a multiple of earnings or an even more complex formula to be calculated at a predetermined time before close. In this episode, we examine the pros and cons of each method and important considerations as a seller as you contemplate an offer. Discussion with Brent Beshore and Emily Holdman starts @ 2:10.
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