Determining Business Valuation When Liquidating | Meaden & Moore (2024)

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Determining Business Valuation When Liquidating | Meaden & Moore (4)

Even in a bull market, some businesses struggle to make ends meet. Eventually, owners may decide to close the doors and liquidate a distressed company’s assets. If you're considering liquidating your company, understanding its true value is crucial. However, navigating the intricacies of distressed business valuation can be overwhelming.

Calculating liquidation value is quite different from valuing a business as a going concern, which considers its future profit potential. In contrast, liquidation focuses solely on the realizable value of its tangible assets after accounting for distress sale discounts. These discounts reflect the urgency of selling and the limited time available to find buyers, often resulting in prices below fair market value.

Outside financial experts can help owners make informed decisions about the distressed company’s future and maximize liquidation valuation. Experts can also help potential buyers of financially distressed businesses determine the appropriate asking price and conduct acquisition due diligence. Here are the details on these types of engagements.

How to Determine Liquidation Value

One of the most important questions afinancial expertcan answer is: How much is the distressed company worth? Although business valuation experts typically calculate a company’s value as a going concern, certain financial trends – such as recurring net losses, declining sales, and severely reduced liquidity – may suggest that the business would be more valuable if it were liquidated. Generally, liquidation value is relevant when the company’s historical and expected earnings don’t contribute incremental value beyond its net tangible asset value.

There are two types of liquidation value, according to theInternational Glossary of Business Valuation Terms:

  1. Orderly liquidation:In an orderly liquidation, assets are sold piecemeal over a reasonable period of time to maximize proceeds.
  2. Forced liquidation:Forced liquidation value assumes assets will be sold as quickly as possible, possibly in an auction.

Generally, orderly liquidation leads to a higher overall recovery for the business and its stakeholders. However, it requires careful planning and execution, and may not be feasible in all situations. While forced liquidation provides some cash quickly, it typically results in a substantial loss compared to orderly liquidation. It's often a last resort used when other options are exhausted. Timing, bankruptcy laws, and judicial mandates all help a valuation expert determine the appropriate premise of value.


Liquidation value often serves as a “floor” for business value. It also can help owners decide whether to file for Federal Bankruptcy Code Chapter 7 (liquidation) or Chapter 11 (reorganization). In addition, it helps stakeholders evaluate the viability of spin-offs and mergers, out-of-court loan workouts, management buyouts, and reorganization plans.

Where to Start

When estimating liquidation value, experts typically start with the balance sheet. The book values of liabilities generally are accurate, but assets may require adjustments to estimate recoverability and current market values. For example, a distressed company may expect to receive 50 cents on the dollar for inventory and 70 cents on the dollar for receivables reported on the balance sheet.

Experts also must consider the existence of unrecorded items, such as patents, trademarks, customer lists, claims for back taxes, warranties, and pending lawsuits. If a company decides to liquidate, the expert must factor in liquidation expenses, such as lease obligations, severance pay, and professional fees. Usually, money is set aside in an escrow account for these incidentals before the company distributes liquidation proceeds to creditors and investors.

Alternatively,business valuation professionalscan help buyers of distressed businesses determine their targets’ strategic value – or value based on the specific buyer’s investment requirements and expectations. For example, a buyer may be willing to pay more than the liquidation value for a company that provides synergies, economies of scale, or expanded market share.

How Experts Can Help Beyond Liquidation Valuation

Beyond valuation, financial experts can advise distressed businesses on such issues as negotiating debt restructuring with creditors and coordinating bankruptcy filings. They can provide fair opinions for management buyouts and third-party acquisitions and help implement reorganization plans. Business valuation experts also might work with, or serve as, court-appointed receivers and turnaround consultants.

When creditors file fraudulent conveyance lawsuits, valuation experts can help determine the facts by performing a solvency analysis. The expert’s subsequent solvency opinion determines whether the allegedly fraudulent transfer has left the company unable to service its debt obligations or continue normal business operations.

Need Help?

A distressed business often needs an expert who specializes in bankruptcy consulting. When evaluating a potential candidate, assess the expert’s financial expertise and knowledge of bankruptcy law, as well as his or her communication skills. Strong communication is essential when it’s time to negotiate with investors, creditors, and other concerned parties.to learn more.

Determining Business Valuation When Liquidating | Meaden & Moore (5)

Topics: Investigative and Forensic Accounting , Business Valuation

Determining Business Valuation When Liquidating | Meaden & Moore (2024)

FAQs

How to value a company in liquidation? ›

Liquidation value is the net value of a company's physical assets if it were to go out of business and the assets sold. The liquidation value is the value of company real estate, fixtures, equipment, and inventory. Intangible assets are excluded from a company's liquidation value.

How can I calculate my business valuation? ›

There are a number of ways to determine the market value of your business.
  1. Tally the value of assets. Add up the value of everything the business owns, including all equipment and inventory. ...
  2. Base it on revenue. ...
  3. Use earnings multiples. ...
  4. Do a discounted cash-flow analysis. ...
  5. Go beyond financial formulas.

What is the liquidation approach to business valuation? ›

It measures the total worth of a company's physical assets that could potentially be sold if it were to be liquidated in the immediate future rather than run as a going concern. Valuations may be affected by the timescale in which a liquidation would be assumed to occur.

What is the formula for valuation of a business? ›

Value = (Future Cash Flow x Discount Rate) / (1 + Discount Rate)^n. The discounted cash flow analysis is one of many business valuation methods. This business formula takes into consideration the business's expected cash flows and discounts them to their present value.

What is the formula for liquidating value? ›

Liquidation value can be calculated by removing the value of all assets and liabilities of a company from its financial report. The subtraction of liabilities from assets will give investors the liquidation value.

Is liquidation value typically higher than fair market value? ›

Liquidation value is the likely price of an asset when it is allowed insufficient time to sell on the open market, thereby reducing its exposure to potential buyers. Liquidation value is typically lower than fair market value.

What is the rule of thumb for valuing a business? ›

A common rule of thumb is assigning a business value based on a multiple of its annual EBITDA (earnings before interest, taxes, depreciation, and amortization). The specific multiple used often ranges from 2 to 6 times EBITDA depending on the size, industry, profit margins, and growth prospects.

How much is a business worth with $1 million in sales? ›

The Revenue Multiple (times revenue) Method

A venture that earns $1 million per year in revenue, for example, could have a multiple of 2 or 3 applied to it, resulting in a $2 or $3 million valuation. Another business might earn just $500,000 per year and earn a multiple of 0.5, yielding a valuation of $250,000.

How many times profit is a business worth? ›

Generally, a small business is worth 1-2 times its annual profit. However, this number can be higher or lower depending on the circ*mstances. If the business is in a high-growth industry, for example, it may be worth 3-5 times its annual profit.

How do you liquidate a company's assets? ›

Hire a professional auctioneer and hold a public auction. Pay a business broker a fee to sell off your assets. File bankruptcy, in which case the bankruptcy trustee will sell your assets and pay off your creditors with the proceeds. Assign your assets and debts to a company that specializes in liquidating businesses.

How do you do a liquidation analysis? ›

For a liquidation analysis, the output is based on the dollar value of assets belonging to the debtor and recovery rate assumptions of those assets as a percentage of their book value. On the other hand, a “going concern” valuation is a function of the projected enterprise value of the post-reorganization debtor.

What are the two types of liquidation value? ›

Orderly liquidation: In an orderly liquidation, assets are sold piecemeal over a reasonable period of time to maximize proceeds. Forced liquidation: Forced liquidation value assumes assets will be sold as quickly as possible, possibly in an auction.

How can I estimate the value of my business? ›

Take your total assets and subtract your total liabilities. This approach makes it easy to trace to the valuation because it's coming directly from your accounting/record keeping.

What is the formula for fair value of a business? ›

It is the value of an asset according to the balance sheet of the company. It is calculated by subtracting depreciation from the cost of the asset. Fair value represents the current market price that both buyer and seller agree upon. Carrying value reflects the firm's equity.

How to calculate the value of a private company? ›

Common methods to value private companies include the Discounted Cash Flow (DCF) and the Comparable Company Analysis (CCA). Factors influencing private company valuations include financial performance, industry and market conditions, growth prospects, intellectual property, and customer base.

How do you calculate liquidation proceeds? ›

The liquidator must calculate the proceeds (profit) realised during the liquidation. Liquidation proceeds = net liquidation proceeds to be distributed - net assets of the company at the time of dissolution.

What determines liquidation price? ›

This is the price at which your position will be automatically closed by the broker if the market moves against you. The liquidation price depends on several factors, such as your entry price, leverage ratio, margin, fees, and funding rate.

What is the difference between liquidation value and replacement value? ›

One is liquidation value, where we consider what the market will be willing to pay for the assets if they were liquidated today. The other is replacement cost, where we evaluate how much it would cost us to replicate or replace the assets that a firm has in place today.

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