1. Multiples (comparables) — the SME benchmark.
Enterprise Value (EV) = Sector multiple × Adjusted EBITDA (3-year average) Equity Value = EV − Net financial debt
Adjusted EBITDA is key: we normalise the manager’s remuneration (a manager paying themselves €30k to avoid "dragging down" profits artificially inflates EBITDA — the buyer will factor in the market cost of a replacement manager), remove one-off expenses (lawsuits, relocations), add back discretionary spending, and adjust rent if the premises are owned by the manager (market-rate rent).
2. Net asset value method (adjusted): revalued equity (property at market price, depreciated stock, estimated goodwill). Relevant for asset-heavy businesses (property, wholesale with stock) and as a negotiation floor. Insufficient alone: it ignores future profitability.
3. Discounted Cash Flow (DCF): pure financial theory — project cash flows for 5–7 years and discount them. Standard for fundraising and major deals; in a typical SME sale, its assumptions (7-year growth, discount rate) offer too much flexibility to convince a sceptical buyer. Useful for cross-checking, rarely as a negotiation basis.
In practice, a solid file combines all three: multiples set the core range, net asset value the floor, DCF the arguable ceiling.
With the same EBITDA, two SMEs can be worth double or half. The key factors:
What drives value up:
What drives value down:
Realistic timeline: a sale is prepared 2–3 years in advance — time to normalise remuneration, reduce dependence on the manager, increase recurring revenue and "clean up" the accounts. Starting when you want to sell means selling flaws at a premium.
Discover the Orizen answer: Orizen support — prepare your valuation, modular and built for French SMEs.
Essai gratuit 14 jours What the Orizen support — prepare your valuation module costsEnterprise value (EV) remunerates the economic tool; share price = EV − net financial debt (+ excess cash). Negotiation then adds its layers: payment terms (cash vs vendor financing vs earn-out indexed to future performance), asset-liability warranty, seller support. A high 'face value' paid two-thirds in uncertain earn-out may be worth less than a modest cash offer. Compare offers using discounted and risk-weighted value, not the headline figure.
An independent valuation by a specialist chartered accountant or valuation firm typically costs €3,000–10,000 for an SME (depending on size and complexity); small-cap investment banks include it in their sale mandate (success fee, 3–6% of the price). For a free preliminary estimate: sector benchmarks (EBITDA multiples, % of turnover for business assets) published by federations and notarial studies provide an initial range — but these must be refined by adjustments, which alone can account for ±30%.
EBITDA multiples no longer work (multiple × negative…). Instead, use: net asset value (revalued assets minus liabilities — often the floor), break-up value (cost of rebuilding: customer base, team, licences, equipment), or a discounted sector revenue multiple if a buyer can restore profitability (their business plan, not yours, will set the price). In advanced turnaround, the value may be negotiated at a symbolic €1 in exchange for taking on liabilities — the real negotiation then focuses on warranties and debt treatment, not the price.