A Comprehensive Guide to Enterprise Value Private Company Valuation

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Calculating the enterprise value of a private company involves considering both its debt and equity. This approach helps to provide a more accurate picture of the company's overall value.

Enterprise value is calculated by adding the company's debt to its equity and then subtracting its cash. This method provides a comprehensive view of the company's financial situation.

A company's equity is its total assets minus its liabilities. This calculation can be found in the company's balance sheet.

For example, if a company has $100 million in assets and $50 million in liabilities, its equity would be $50 million.

Defined

Enterprise value is a more comprehensive measure of a company's worth than market capitalization. It takes into account a company's debt and cash reserves, giving a more accurate picture of its value.

Market capitalization, on the other hand, only considers a company's stock price and the number of outstanding shares. It's like comparing two identical companies, Company A and Company B, both with the same stock price and number of shares, but with different levels of debt and cash reserves.

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Enterprise value is calculated by adding a company's debt and subtracting its cash reserves from its market capitalization. This gives a more accurate representation of a company's value, as seen in the example of Company A and Company B.

The key difference between equity value and enterprise value is that equity value only considers a company's net assets, or total assets minus total liabilities, from the perspective of equity investors. Enterprise value, on the other hand, considers a company's core business operations, or net operating assets, from the perspective of all investors.

Here are the definitions of equity value and enterprise value in a nutshell:

  • Equity Value: The value of a company's net assets to equity investors.
  • Enterprise Value: The value of a company's core business operations to all investors.

Enterprise value is often used when analyzing companies because it allows us to reach conclusions without having to forecast a company's capital structure, which can be a complex and uncertain task.

Calculating Enterprise Value

To calculate enterprise value, you start with the equity value. Equity value is the value of a company's shares, calculated by multiplying the number of shares outstanding by the current share price. For public companies, this is a straightforward calculation. However, for private companies, you may need to estimate equity value based on the company's valuation in its last round of funding or an outside appraisal.

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Enterprise value is a modification of market capitalization that incorporates debt and cash reserves to determine a company's value. It's a capital structure-neutral metric that reflects the value of a company's core operations, irrespective of its capitalization.

To calculate enterprise value, you need to add net debt and other non-equity claims to the equity value. Net debt is the total amount of debt minus any non-operating assets, such as cash and cash equivalents. Other non-equity claims include liabilities and equity items representative of stakes held by minority interest and preferred equity.

Here's a simplified formula to calculate enterprise value:

Enterprise Value = Equity Value + Net Debt + Other Non-Equity Claims

In practice, you can skip the equity value calculation for private companies and focus on implied equity value and implied enterprise value instead.

The enterprise value is unaffected by the discretionary financing decisions of the management team, making it a more accurate comparison between companies. For instance, if a company's debt-to-equity ratio increases after raising more debt capital, its enterprise value should remain unchanged.

Here's a summary of the steps to calculate enterprise value:

1. Calculate equity value

2. Add net debt

3. Add other non-equity claims

By following these steps, you can calculate the enterprise value of a company, which is a more comprehensive and accurate measure of its value.

Key Points and Considerations

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Enterprise value is a crucial concept in valuing companies, especially when it comes to private companies. It's a more comprehensive alternative to equity market capitalization, taking into account market capitalization, short-term and long-term debt, and cash on the balance sheet.

Enterprise value is used as the basis for many financial ratios that measure a company's performance. To calculate equity value from enterprise value, you need to subtract net debt and then all non-common equity claims.

The difference between enterprise value and equity value is that equity value represents the residual value left for common shareholders, while enterprise value represents all capital contributors.

Private company valuation is challenging due to the lack of an observable stock price and stringent accounting and reporting standards. However, we can still use comparable company analysis, precedent transactions, and discounted cash flow valuation to value a private company.

A private company is worth less than a similar publicly traded company due to the lack of liquidity and marketability. This is why a further discount to the private company is warranted.

Here are the three main valuation techniques used to value a private company:

  • Comparable company analysis
  • Precedent transactions
  • Discounted cash flow valuation

These techniques help us estimate the value of a private company, but it's essential to consider the lack of liquidity and marketability when valuing a private company.

Valuation Methodologies and Techniques

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Valuation methodologies for private companies are surprisingly similar to those used for public companies. You'll still use comparable company analysis, precedent transactions, and the Discounted Cash Flow (DCF) Model, but with some important caveats.

The DCF Model is particularly useful for private companies, as it allows you to forecast a company's unlevered free cash flow into the future and discounts it back to today at the firm's Weighted Average Cost of Capital (WACC). To perform a DCF analysis, you'll need to build a financial model in Excel, which requires a significant amount of detail and analysis.

Here are the three common methods for valuing private companies:

It's worth noting that the valuation differences between private and public companies lie in the mechanics, not the methodologies.

What Is Valuation?

Valuation is a process of determining the intrinsic value of a company.

It's a crucial step in making informed business decisions, such as investments or mergers and acquisitions.

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Valuation involves analyzing a company's financial statements and market data to estimate its worth.

For public companies, valuation is relatively straightforward, as stock prices and shares outstanding can be easily sourced from filings.

However, for private companies, valuation is more complex due to the lack of publicly listed stock prices.

Private companies often don't have to follow the same accounting and reporting standards as public firms, making their financial statements inconsistent and harder to interpret.

As a result, valuation methodologies for private companies must be adapted to account for these differences.

In the next section, we'll explore three common methods for valuing private companies.

Valuation Methodologies

Comparable Company Analysis is a widely used approach, where you compare the current value of a business to other similar businesses by looking at trading multiples like P/E, EV/EBITDA, or other multiples. You select comparable companies in the same way, screen by industry and size.

You almost always apply a private company or "illiquidity" discount, which often ranges from 10% to 30%, to these multiples. This discount is necessary because private companies are riskier and less liquid than public companies.

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For Empire Businesses, you might apply a small discount, like 3-5%, to account for its lack of liquidity. On the other hand, for a 2-person consulting firm, you might apply a 25%, 30%, or even a 50% discount to account for the lack of liquidity and completely different scale.

Discounted Cash Flow (DCF) Analysis is another approach, where you project a company's Unlevered Free Cash Flow and its Terminal Value, and then you discount both of them back to their Present Values and add them to estimate the company's implied value.

The basic idea still holds up for private companies, but estimating the discount rate and calculating the Terminal Value can be big issues. The discount rate depends on the potential buyer or investors, and it's higher for private companies because of the risk involved.

Precedent Transaction Method is a form of relative valuation where you compare the company in question to other businesses that have recently been sold or acquired in the same industry. These transaction values include the take-over premium included in the price for which they were acquired.

The values represent the entire value of a business and not just a small stake. They are useful for M&A transactions but can easily become dated and no longer reflective of current market conditions as time passes.

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Here's a summary of the valuation methodologies:

* Comparable Company Analysis

+ Select comparable companies by industry and size

+ Apply a private company or "illiquidity" discount (10-30%)

* Discounted Cash Flow (DCF) Analysis

+ Project Unlevered Free Cash Flow and Terminal Value

+ Discount both back to their Present Values and add

+ Estimate the discount rate based on the potential buyer or investors

* Precedent Transaction Method

+ Compare the company to other businesses that have recently been sold or acquired in the same industry

+ Include the take-over premium in the price for which they were acquired

Financial Analysis and Ratios

Financial Analysis and Ratios are crucial in evaluating the value of a private company. The enterprise multiple (EV/EBITDA ratio) is a useful tool for comparing companies within the same industry, especially for firms with different degrees of financial leverage (DFLs) and capital-intensive businesses.

To calculate the EV/EBITDA multiple, you need to know the company's enterprise value (TEV) and EBITDA. The TEV/EBITDA multiple can be computed by dividing the TEV by EBITDA, and then using that multiple to arrive at the implied valuation.

Here are some key points to keep in mind when working with the EV/EBITDA ratio:

  • It ignores how different revenue recognition policies can affect a company's OCF.
  • Free cash flow to the firm captures the number of capital expenditures (CapEx), making it a more strongly linked measure with valuation theory.

Financial Statement Analysis

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Financial Statement Analysis is a crucial step in understanding a company's financial health and making informed investment decisions. A correct version of a company's financial statements is essential for valuation, and it should follow IFRS, U.S. GAAP, or local GAAP in your country. Revenue and expense line items should be classified properly.

Small-business owners often create non-standard financial statements to plan more effectively, but these statements can be misleading for investors and acquirers. For example, deducting commissions, fees, and refunds from Gross Sales and calling it "Net Sales" is non-standard.

To create a standardized set of financial statements, start with Gross Sales or Net Sales, and be sure to include compensation for the owner. Intermingling personal and business expenses can be a problem, and taxes should be adjusted to reflect the corporate tax rate.

Comparable company analysis, or "trading comps", is a relative valuation method that compares a company's value to similar businesses. This approach provides an observable value for the business, based on what other comparable companies are currently worth. The logic behind comparable company analysis is that if company X trades at a 10-times P/E ratio, and company Y has earnings of $2.50 per share, company Y's stock must be worth $25.00 per share.

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Here are some common valuation multiples used in comparable company analysis:

  • EV/EBITDA multiple
  • P/E multiple
  • EV/sales multiple

These multiples can be used to calculate a company's enterprise value (TEV) and equity value. Enterprise value is used as the basis for many financial ratios that measure a company's performance.

To calculate a company's enterprise value (TEV) using the TEV/EBITDA multiple, multiply the company's EBITDA by the EBITDA multiple:

  • TEV/EBITDA Multiple = Enterprise Value ÷ EBITDA
  • Enterprise Value (TEV) = EBITDA × TEV/EBITDA Multiple

The EV/sales ratio is another commonly used multiple for determining the relative value of firms. A company with a lower EV/sales multiple is often seen as more undervalued and therefore more attractive.

Here are some key differences between enterprise value and equity value:

  • Enterprise value includes debt, while equity value does not
  • Enterprise value includes all investors, while equity value only includes common shareholders
  • Enterprise value is used to calculate the enterprise multiple, while equity value is used to calculate the P/E ratio

FCF Eventually Declines to 0

Calculating FCF eventually declining to 0 is a more conservative approach, similar to the NAV model for oil & gas and mining companies. This method assumes the business will decline, with its cash flows eventually going to $0.

Fred Wilson highlights that most entrepreneurs calculate ROI incorrectly by assuming their business will last forever, which is not true even for huge companies. Think about how much the S&P 500 has shifted over the past 50 years.

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You have to estimate how many years it will take for the business to decline, which can be challenging. This approach is more suitable for Money Businesses, as they're not real "companies" and won't be around for decades into the future.

Money Businesses are inherently less valuable because they're not long-term sustainable. Their cash flows will eventually decline to 0, making them less attractive investments.

EV vs. P/E Ratio

The price-to-earnings ratio (P/E ratio) is a ratio for valuing a company that measures its current share price relative to its earnings per share (EPS).

It's often referred to as the price multiple or the earnings multiple. The P/E ratio doesn't consider the amount of debt that a company has on its balance sheet.

EV (Enterprise Value) includes debt when valuing a company, making it a more comprehensive valuation method.

Capital Structure and Assumptions

In the world of private companies, understanding capital structure is crucial for calculating enterprise value. Capital structure refers to how a company's assets are financed, typically through a combination of debt and equity.

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Net Debt is a key component of capital structure, and it can vary significantly from company to company. For example, Company A has $0m in Net Debt, while Company C has $3bn.

Preferred Equity is another important aspect of capital structure. In the example of Company B, Preferred Equity is $500m, which is a significant portion of the company's financing.

Minority Interest is also a part of capital structure, and it can add complexity to a company's financial picture. Company C has a Minority Interest of $200m, which is a notable amount.

Here's a breakdown of the capital structure assumptions for each company:

As we can see from the examples, capital structure becomes increasingly complex as we move from Company A to Company C.

Tasha Schumm

Junior Writer

Tasha Schumm is a skilled writer with a passion for simplifying complex topics. With a focus on corporate taxation, business taxes, and related subjects, Tasha has established herself as a knowledgeable and engaging voice in the industry. Her articles cover a range of topics, from in-depth explanations of corporate taxation in the United States to informative lists and definitions of key business terms.

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