valuing businesses and property after matrimonial breakdown
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NQLA Conference 25 May 2011. Valuing Businesses and Property after Matrimonial Breakdown. What is Valuation? Purpose of Valuation Is a Valuation necessary? The Valuation process Types of methodologies How business Valuer conducts process - PowerPoint PPT PresentationTRANSCRIPT
Valuing Businesses and Property after Matrimonial Breakdown
NQLA Conference 25 May 2011
What is Valuation? Purpose of Valuation Is a Valuation necessary? The Valuation process Types of methodologies How business Valuer conducts process Issues to take into consideration for matrimonial
breakdown Issues for Valuers The application of retrospectivity (Kizbeau case) Summary for Lawyers Appendix 1 – 41 factors affecting a Business Valuation
What is valuation?
“Valuation can be described as estimating a fair price for the parties to exchange an asset having regard to the risk and the expected return of the asset”
Concept of risk and return – key to valuation
Purpose of a valuation
Why are valuations conducted:
“to arrive at a value as a reference point for a transaction”
Purpose of a valuation
A valuation must have regard for:
- Expected returns
- Risk free rate
- Comparable returns of similar assets or classes of
assets
- Risks of the returns
- Other variables
Market value
“the price that would be negotiated between an knowledgeable and willing but not anxious buyer and a knowledgeable and willing but not anxious seller acting at arm’s length within a reasonable time frame.”
(Lonergan, 2003)
Alternatives to Market value definition
Intrinsic value
Fair market value
Realisable value
Going concern value (primarily for businesses)
Present value or net present value
Investment
Deprival value
Intrinsic Value
Intrinsic Value of a business is defined as being the value
“inherent” therein, “belonging to”, or “arising from” its “true or
fundamental nature”. Thus, the Intrinsic Value of a business
equates to its value, to the owner, in its present form,
independent on the amount for which it can be sold.
Intrinsic Value and Market Value
“Intrinsic Value” and “Market Value” cannot be one and the
same, because the value of a business, “in its current operating
state”, includes assets and liabilities that are not transferred to a
purchaser, in a sale thereof.
It may be described as “true value” inherent in the object of the
valuation. This may not be a reflection of current market price
or realisable value, but is rather an assessment of value
computed on true worth, irrespective of any other considerations.
Intrinsic values change less frequently, as a rule, than market
values.
Intrinsic Value Assets
Assets included in the “Intrinsic Value” of a business, not
transferred to a buyer of the business, i.e., excluded from its
“Market Value”, include:
Cash at Bank
Trade Debtors
Utilities Deposits
Intrinsic Value Liabilities
Liabilities accounted for in establishing the “Intrinsic Value” of
a business, not transferred to a buyer of the business i.e.,
excluded from its “Market Value”, include:
Trade Creditors
Employee PAYG Tax Deducted
Employer Superannuation Contributions
Intrinsic Value and Market Value
Nevertheless, for “a knowledgeable and willing, but not
anxious buyer and a knowledgeable and willing, but not
anxious seller, acting at arms length, within a reasonable time
frame”, “Market Value” would normally equate to “Intrinsic
Value”, adjusted for the above exclusions.
Price v value
“Price is what you pay, value is what you get”
(Kilpatrick 2006)
Price: - is the amount realised in a transaction - Price is objective Value: - is an estimate at what price should be - Value is subjective In a going concern business no two Valuers
are going to agree exactly on a value
Conceptual framework
Valuation is built around the concepts of risk and return
Put simply, the value of an asset (Business) is the present value of the future cash flows of that asset
This applies to businesses and property
What is being valued?
Business
Shares
To value the shares you need to value the business
Is a Valuation necessary? Is it profitable after deduction of owners wages and other
adjustments
Has it been incurring losses
Is it solvent
Is it a going concern
Is it only worth in situ plant and equipment value
Does one of the parties have specific expertise
Is there any goodwill
Is business saleable
Small business – is the profit no more than the business owners
wage “Buying a job”
Maybe pertinent to just value plant and equipment
The valuation process
1. Understanding the business, its risks and industry
2. Selecting the relevant methodology
3. Determining the variables
4. Determine the result
5. Review the result
1. Understand the company’s business PORTER MODEL – introduced in 1980’s
Understanding the business, its risks and industry, including:
- Barriers to entry
- Quality of management
- Company’s competitive position Porters 5 forces
- Industry and outlook
- Competition
2. Select relevant methodology
Standalone value / value to acquirer
Methodologies: - DCF - Capitalisation multiples
Which methodology to use
Depends on information available and circumstances
Quite a number of issues are considered before determining
the methodology for valuation
Terms of premises occupancy can determine the appropriate method for valuing a business
E.g. If business is expected to have a limited life span business
should be valued by DCF method only
Types of methodologies1. Relative Capitalisation of Future Maintainable Earnings.
Aka Industry Peer Comparison. Apply an appropriate multiple to anticipated future earnings to derive a valuation.E.g.: EBITDA, EBIT, PE, multiples
2. Intrinsic Discounted Cash flow (DCF) approach.Involves the calculation of Net Present Value by applying a discount rate to projected cash flows.
3. Contingent Claims
Real Options. Views investment decisions as options which acknowledge the value of flexibility in businesses. Involves valuing growth/deferral/ abandonment options.
4. Others e.g. Industry-specific rules of thumb, asset value comparable sales method
Capitalisation multiples
Capitalisation Multiples: Surrogates for DCF Less reliable Capture growth and risk in multiple Requires comparable companies Issues with each method: - EBITDA (Earnings before interest tax depreciation and
amortisation) - EBITA (Earnings before interest tax amortisation) - EBIT (Earnings before interest tax) - PE
Discounted cash flow
DCF is theoretically the best methodology
However it is not always practical
Therefore it is mainly used for:
- Lumpy cash flows
- Start ups
- Resource projects
- Finite timeframes
Capitalisation multiples - Advantages
Easy to understand and extensively used in practice
Inputs (published financials, short-term forecast, comparable multiples) are widely available
Ability to benchmark against industry
Works well for stable established business
Capitalisation multiples - Drawbacks
Seen as less rigorous/simplistic
Inconsistency in accounting practices;
depreciation, amortisation, tax outstanding
Small sample size and sample reliability
Range of multiples are often wide and outliers
exists
Uneven cash flows – start-ups, and turnarounds
3. Determining the variables
DCF
- Discount rate / WACC (weighted average cost of
capital)
- Cash flow variables e.g. foreign exchange
Capitalisation multiples
- Earnings to be multiplied
- Earnings multiple based on comparable companies
Other detailed research
4. Determining the result
What is the result of the DCF of multiple valuation?
Sensitivities around key assumptions
5. Review the result
Cross check to other methodologies, i.e.
what multiples does the DCF valuation
provide?
Check for reasonableness
Stand back and look at result
- Does it make sense?
- Should the company be worth more or less?
- Do the assumptions need revision?
Selection of appropriate maintainable profits figure
“The selection of an appropriate maintainable profits figure is a
matter of judgment depending on the circumstances. For example,
a company may be in a position of short term decline, as a result of
industry pressures, or internal management problems.
In such a situation, it is important to adopt a longer term view so as
to discount any short term irregularities in the company’s
profitability.”
(Lonergan)
Intrinsic value established by capitalisation of future maintainable earnings (FME) method Quite common for small business operators not to prepare
estimates of future net cash flows Reasons for this include:
a) do not believe they can be reliably predictedb) simply do not have any idea about their future net cash flowc) not willing to incur the cost of professional assistance to prepare them
Method preferred by small business operators CAP FME method, an Earnings before Interest AFTER TAX
Capitalisation Rate is applied to expected FME
Criticisms of future maintainable earnings methodology
“Too many FMP based valuations are flawed in that they automatically employ historical profits as a proxy for FMP without undertaking sufficient critical examination of past performance and likely future events.An understanding of the future of a business is essential for an
accurate valuation, yet is omitted when historical profits are used in isolation.” Lonergan
Noted American valuation text author, Shannnon P. Pratt, also endorses that view:“There is a mind set that can be described as the ‘mechanistic mentality’, for lack of a better expression. It mechanically relies on past data, without considering whether adjustments should be made, or whether it is reasonable to expect future results to conform to past results.
Rules of thumb market value methods
Criticism is rules of thumb do not provide a real value of a business in terms of the earnings derived from the net assets employed
How does Business Valuer conduct process? Obtain last 3 - 5 years financials (tax returns preferable)
Review profit and loss for last 3 - 5 years
Establish whether future cash flow forecasts have been
undertaken and if so review same
Ascertain if owners wages have been paid and commercial
rent charged
Determine if any other applicable adjustments
Take into account inflation
Calculate adjusted net profit
Review assets and liabilities
Review Balance Sheet
Land and buildings – consult Property Valuer (not to be included
in net tangible assets calculation)
Plant & equipment/vehicles – obtain specialist valuer of plant and
equipment/vehicles
Stock – determine obsolete stock
Debtors – ascertain collectability
Review assets and liabilities
Work in progress – ascertain position
Directors loan accounts
Review other assets: and adjust for non business assets
- below market value
Review liabilities: - normally bank borrowings, (not to be included in net tangible
assets calculation) trade creditors, ATO payable
Have any assets been omitted?
Most obvious – Goodwill
May be patents or trademarks (intellectual
property)
Goodwill definition
The High Court of Australia provides a definition of Goodwill,
from a legal perspective: “For legal purposes, goodwill is the
attractive force that brings in custom and adds to the value of
the business. It may be site, personality, service, price or habit
that obtains custom.”
Valuing Goodwill or other tangible assets component of the value of a business
Whether business valued by DCF, CAP FME or combination DCF and terminal value method, value of goodwill or other intangible assets therein calculated by total value of business
Minus
The value of the tangible assets
How does Business Valuer conduct process?
Alternatively described as price earnings ratio method
i.e. A Price Earnings Ratio (PER) is applied to expected FME
to establish the value of the business so that:
e.g. A PER of 5 is equivalent to a Capitalisation rate of 20%
most small business PER 2-5 (i.e. Multiples of 2-5)
Applies multiplier
How does Business Valuer conduct process?
All Business Valuations, whether by the:
Discounted Future Net Cash Flows Method,
Capitalisation of Future Maintainable Profits Method,
or the Combination Discounted Future Net Cash Flows
and Terminal Value Method
should be based on After Tax Figures!
Calculation of Goodwill
E.g. Calculated FME to be $200,000 after adjustments
using a multiplier of say 4 (25%) $800,000
if tangible assets $700,000
liabilities $300,000
Net tangible assets $400,000
Goodwill $400,000
Continuing businesses with no Goodwill
Value of business may be less than the value of net tangible assets
Therefore no goodwill and value is tangible assets less value of liabilities
Businesses discontinuing or closing down
Value represented by value realised on disposal
Issues to take into consideration for Matrimonial Breakdown
Saleability of business
Age of respective parties (is retirement looming)
Succession planning
Parties particular skill set
Whether business will be continuing
Issues for Valuers
Can only use figures they have been provided with
Does not undertake an audit of the business
Difficulties re cash economy (cannot have your cake and eat it)
Important for valuer to clearly articulate their assumptions
Necessary to comply with Valuation Standard Apes 225 –
Valuation Services
Issues for Valuers - continued
Expert witness if appointed by court
their overriding duty is to assist court
Expert witness is not an advocate for a
party
Combine service trusts and other
entities
The application of retrospectivity for valuing the interests of an exiting equity holder Pertinent to divorce settlements where the interest of
one of the parties is to be transferred to the other party who will continue to conduct the business
Not a hypothetical sale of a business to a hypothetical seller
Interest not available for sale on open market
Interest – intrinsic value method
Rather, Profits derived, subsequent to the exiting date, which
may not be ascertainable, until some time later, may be
adopted as the Future Maintainable Profits of the Business, by
applying the principle expounded in Kizbeau’s case:
“Although the value is assessed, as at the date of the
acquisition, subsequent events may be looked at, in so far as
they illuminate the value of the thing, as at that date.”
Kizbeau Pty Ltd v W G B Pty Ltd McLean [1995] HCA 4; (1995) 69 ALJR 787; (1995) 131 ALR 363; (1995) 184 CLR 281 (11 October 1995)
[100%](From High Court of Australia; 11 October 1995; 50 KB)
Summary for Lawyers
1. Is a valuation required?
2. Establish clearly what is to be valued and instruct accordingly
3. Review methodology and assumptions used
4. If applicable query/challenge the valuation
Some incorrect assumptions or an overly generous
multiplier can have a significant effect on the end result for
your client
e.g. If multiplier should be 3 and 4 is used and entity
generated
$300,000 difference in the value is $300,000
Appendix 1
Factors Affecting a Business Valuation
Factors affecting a business valuation Business History Business Reputation Market Share Potential for growth Industry conditions Superiority Vulnerability Political and economic outlook Cash flow Management / staff competency Reliance / non-reliance on founder
Factors affecting a business valuation Production capacity (if applicable) Ability to increase revenues Cost competitiveness Ability to reduce costs Business’s use of technology Comparable businesses Comparable industries Product / service quality and competitiveness Encumbrances (if any) Assets for sale – their condition, their remaining useful
life
Factors affecting a business valuation Prevailing legal issues (if any) Ease of operation Attractiveness of the industry – competitive forces, power
of suppliers, power of customers, risk of new entrants and risk of substitutes
Rate of return Potential to improve customer relationships Ability to borrow against business or assets Performance results and ratios Location Presentation of premises
Factors affecting a business valuation Existing relationships with suppliers and customers Intellectual property Intangibles including relationships and contacts Goodwill Condition of books and records Computerisation Tax implications Alternative opportunities Affordability Working conditions (including hours and days) Property lease conditions and landlord
Please note that this is an incomplete list of just some of the factors that can influence the valuation of a business.