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Discount Rates, Capital Structure and Other Tidbits Attorneys Need To Know About Business Valuation

Posted in Business Valuation, on May 2018, By: Mark S. Gottlieb


As the business valuation discipline matures, judges, attorneys and other people who rely on appraisal conclusions are becoming more comfortable with the income approach. But how does a business’s perceived risk translate into a reasonable discount rate? This is one of the most subjective — and contentious — aspects of valuing a business.

Breaking down the income approach
Under the income approach, value is a function of a company’s expected economic benefits and its risk relative to other investment types. Valuators typically gauge expected economic benefits in terms of net cash flow. They measure risk by the company’s cost of capital, which is the expected rate of return investors require to invest in the subject company.

Riskier businesses have lower values as a result of lower projected income, higher discount rates — or a combination of these. The two most common methods that fall under the income approach are the capitalization of earnings and discounted cash flow methods.

Discounting future cash flow
The key to both of these methods is converting expected cash flows (or other economic benefits) to present value. This requires the valuator to use a discount rate that reflects the time value of money and the degree of risk associated with an investment in the business. Put another way, the discount rate reflects the risk associated with achieving the expected cash flows.

When valuing a company’s equity, valuators may estimate expected cash flows to equity investors and use the cost of equity as the discount rate. There are several methods for calculating the cost of equity, including the capital asset pricing model (CAPM) and the build-up method.

In other situations, a valuator may decide to value the company’s invested capital — that is, its equity and interest-bearing debt. For example, what if a company’s capital structure is different from those of other companies in the same industry or the company is under- or overleveraged? Under these scenarios, it may be more appropriate to use an invested capital technique to value the business and then subtract interest-bearing debt to arrive at the value of equity.

When valuing a company’s invested capital, a valuator estimates future cash flows to both equity investors and lenders and then uses a blended cost of capital as the discount rate. A common example of a blended discount rate is the weighted average cost of capital (WACC), which is the average of the subject company’s cost of equity and cost of debt, weighted according to the relative percentages of each. Because the discount rate is based on the expected cost of new capital, valuators typically measure equity and debt by their market values, not their book values.

Again, the cost of equity is typically derived using the CAPM and the build-up method. And the cost of debt is usually based on the company’s actual borrowing costs. The WACC formula also takes into account the company’s effective tax rate to reflect the tax deductibility of interest expense.

Blending debt and equity
When valuing invested capital, determining the right “capital structure” — that is, the relative percentages of debt and equity — is key. The most appropriate structure is the mix of debt and equity likely to occur in the future.

When valuing a minority interest in a company, appraisers often use the company’s actual capital structure. But when a controlling interest is being valued, it may be more appropriate to use an optimal capital structure, because a controlling owner has the power to change the company’s capital structure.

There’s a common misconception that the optimal capital structure means no debt at all. For most companies, the ideal capital structure involves a manageable amount of debt that allows owners to leverage their investment and boost their returns. Methods for determining a company’s optimal capital structure include industry averages, capital structures of guideline companies and debt-to-equity criteria used by lenders.

Using a proven approach
There’s no one-size-fits-all method for computing discount rates, or for that matter valuing a business. That’s why experienced valuators use proven, systematic approaches based on objective market evidence to quantify reasonable discount rates.

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