Part of my responsibility, and one of the parts I most enjoy, is taking phone calls and emails from fellow business appraisers asking me to act as a sounding board or to provide some suggestions and assistance as an appraiser works through a particularly difficult valuation issue.
While I have been known to work on an occasional business appraisal report that has been referred to me, my preference has always been to help each appraiser resolve their doubts and feel empowered to complete the project on their own. The best part of my day is to hear the excitement in an appraiser’s voice as they feel an analysis begin to come together and, after our conversations, they can see the story the report will communicate to support their conclusion of value to the client! That, my friends, is an awesome feeling! Those of you who have called me, know that I tend to ask more questions for you to consider than I do in making statements.
Now, I told you that story to tell you this one.
I recently had a conversation that made me rethink how I explain the application of the private company transaction multiple methods. The appraiser explained how the subject company was in an industry where there were only about a dozen different transactions in the database and their various multiples were widely dispersed (“all over the board” were the actual words used.) I was asked the titular question of this article, “What multiple should I use?”
Let’s pause a moment and consider the ramifications of that question. If I were to simply select the multiple for the appraiser, based on the limited data provided in the conversation, would I actually be helping anyone, not least of all, the actual client for whom the report was being developed? How valid would such a selected multiple be? How would the appraiser go about supporting the selection of that multiple in the report? “I used the multiple that Shawn Hyde, Executive Director of the International Society of Business Appraisers told me to use.” (Please don’t ever do that. Every aspect of every appraisal report is the responsibility of the signing/certifying appraiser, per USPAP Standard 10-3(b) Comment.)
Instead of choosing a multiple for the appraiser, I pointed out a way of explaining how the private company transaction method actually works. I am curious to find out what you think of this, so if you would like to provide some commentary on the following, please email me at shyde@intlBCA.com.
Here is my brilliant explanation [i]:
It does not matter how many transactions one has available to analyze, either 5 or 500, the data will always be all over the board. When one has fewer data points available, it is easier to see the dispersion, but it is always there. Generally, there will be some data points (transactions) that can be removed from the analysis due to being less comparable to the subject business, but with the remaining data there is always a range provided, and that range is the only thing the data can actually give us. We can calculate an average or a median multiple, but is the subject business always an average or median business?
The lowest multiple provided may have been accepted by a highly motivated seller or may have been an indication of a distressed business, or some other similar factor that led that specific buyer and seller to agree to that specific multiple for that specific business. The highest multiple provided may have involved a highly motivated buyer, the inclusion of real property in the sales price, or some synergistic reason for the purchase, or even an indication of a highly profitable and thus more desirable business for purchase. However, that multiple was agreed on by that specific seller and that specific buyer for that specific business at that point in time.
Somewhere in that range of potential multiples is the multiple that best fits the characteristics of the subject business you are appraising. In my reports, I rely on my analysis of the financials, the comparative analysis to the industry, the economic and industry narrative discussions, and my own judgment to select what that multiple should be. I point out what the average and median multiples calculated from the data are, and then I discuss why the subject is either weaker or stronger than the average company based on my analyses previously discussed. Then I select the multiple that I actually use to determine an indication of value for the business, which most likely is NOT either of the averages, median, highest, or lowest multiples provided by the data.
In order to select the multiple that best fits the company being appraised, I suggest focusing on what your analysis of the company financials tells you, what your analysis of the comparative ratio analysis to the industry averages tells you, what risk drivers from the economic and industry outlooks are affecting your valuation, and what your own gut tells you. Is the subject business stronger than the industry average? If so, then perhaps a multiple that is on the higher side of the market data provided might be appropriate. Is the subject business weaker and more susceptible to an economic downturn than the average? If so, then perhaps a selected multiple on the lower side of the market data might be more appropriate.
Don’t give in to the temptation to always use either the average or median market multiple provided by market databases. All businesses are not always an average or median business. The data doesn’t select the multiple for use, the appraiser does, using their judgment, experience and training.
[i] Remember that the definition of Fair Market Value includes the description that neither the hypothetical seller nor the hypothetical buyer are under any compulsion to buy or sell.