Archives for June 2012

1. Start with the business – Value Drivers: Size, growth rate, management, niche, history – Value Detractors: Customer concentration Poor financials Outdated M&E Few assets Lack of agreements with employees, customers, suppliers Poor exit possibilities Small market Potential technology changes Product or service very price sensitive 2. Financial analysis: Market Value – comparables Multiple of Earnings – based on rate of return desired 3. Structure and terms: 100% cash at closing could reduce price 20% 4. Second opinion: Even professionals need a sounding board 5. Indications of high value: – High sustainable cash flow – Expected industry growth – Good market share – Competitive advantage – location/exclusive product line – Undervalued assets – land/equipment – Healthy working capital – Low failure rate in industry – Modern well-kept plant 6. Indications of low value: – Poor outlook for industry – foreign competition price cutting regulations taxes material costs – Distressed … [Read more...]

1. Start with the business – Value Drivers: Size, growth rate, management, niche, history – Value Detractors: Customer concentration Poor financials Outdated M&E Few assets Lack of agreements with employees, customers, suppliers Poor exit possibilities Small market Potential technology changes Product or service very price sensitive 2. Financial analysis: Market Value – comparables Multiple of Earnings – based on rate of return desired 3. Structure and terms: 100% cash at closing could reduce price 20% 4. Second opinion: Even professionals need a sounding board 5. Indications of high value: – High sustainable cash flow – Expected industry growth – Good market share – Competitive advantage – location/exclusive product line – Undervalued assets – land/equipment – Healthy working capital – Low failure rate in industry – Modern well-kept plant 6. Indications of low value: – Poor outlook for industry – foreign competition price cutting regulations taxes material costs – Distressed … [Read more...]

“There are many reasons for valuing an entity, and those circumstances can lead to different outcomes…For instance, a business's value for sale on a going-concern basis will differ from its value for liquidation purposes. It similarly makes a difference if the valuation is for an orderly liquidation as opposed to a forced one. For example, the value of a company for estate-tax purposes (fair market value) likely will differ from its value for a sale to a specific purchaser (investment or strategic value). In some instances involving litigation, the courts or the law may dictate which standard of value to use.” Source: Journal of Accountancy , August 2003 Introduction The two variables – EBIT and DCF numbers – are affected by not only the financial aspects of the business but also the non-financial aspects, which can be both objective and subjective. For purposes of buying or selling a company, it is important for the seller to determine the floor price (the lowest acceptable … [Read more...]

“There are many reasons for valuing an entity, and those circumstances can lead to different outcomes…For instance, a business's value for sale on a going-concern basis will differ from its value for liquidation purposes. It similarly makes a difference if the valuation is for an orderly liquidation as opposed to a forced one. For example, the value of a company for estate-tax purposes (fair market value) likely will differ from its value for a sale to a specific purchaser (investment or strategic value). In some instances involving litigation, the courts or the law may dictate which standard of value to use.” Source: Journal of Accountancy , August 2003 Introduction The two variables – EBIT and DCF numbers – are affected by not only the financial aspects of the business but also the non-financial aspects, which can be both objective and subjective. For purposes of buying or selling a company, it is important for the seller to determine the floor price (the lowest acceptable … [Read more...]

Many courts and the Internal Revenue Service have defined fair market value as: “The amount at which property would exchange between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having a reasonable knowledge of relevant facts.” You may have to read this several times to get the gist and depth of this definition. The problem with this definition is that the conditions cited rarely exist in the real world of selling or buying a business. For example, the definition states that the sale of the business cannot be conducted under any duress, and neither the buyer nor the seller can be pushed into the transaction. Such factors as emotion and sentimental value cannot be a part of the sale. Surprisingly, under this definition, no actual sale or purchase has to take place to establish fair market value. That's probably because one could never take place using the definition. So what does make up the value of a privately-held business? A … [Read more...]

Many courts and the Internal Revenue Service have defined fair market value as: “The amount at which property would exchange between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having a reasonable knowledge of relevant facts.” You may have to read this several times to get the gist and depth of this definition. The problem with this definition is that the conditions cited rarely exist in the real world of selling or buying a business. For example, the definition states that the sale of the business cannot be conducted under any duress, and neither the buyer nor the seller can be pushed into the transaction. Such factors as emotion and sentimental value cannot be a part of the sale. Surprisingly, under this definition, no actual sale or purchase has to take place to establish fair market value. That's probably because one could never take place using the definition. So what does make up the value of a privately-held business? A … [Read more...]