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Winters Chartered Accountants and Registered Auditors
29 Ludgate Hill
London EC4M 7JE
England, UK
Tel:
+44 (0) 20 7919 9100
Fax:
+44 (0)
20 7919 9019
e-mail:
info@winters.co.uk
FACTSHEETS
1. STARTING UP IN BUSINESS
2. GENERAL BUSINESS
3. CORPORATE AND BUSINESS TAX
4. VAT
5. EMPLOYMENT ISSUES
6. EMPLOYMENT AND RELATED MATTERS
7. PERSONAL TAX
8. CAPITAL TAXES
9. PENSIONS
10. ICT
11. OTHER
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Information
Factsheets
VALUING
YOUR BUSINESS
There are many reasons why you may need
to calculate the value of your business. Here we consider the range
of methods available as well as some of the factors to consider during the
process.
It is important to remember throughout that valuing a business is
something of an art, albeit an art backed by science!
Why Value Your Business?
One of the most common reasons for
valuing a business is for sale purposes. Initially a valuation may
be performed simply for information purposes, perhaps when planning an
exit route from the business. When the time for sale arrives, owners
need a starting point for negotiations with a prospective buyer and a
valuation will be needed.
Valuations are also commonly required for specific share valuation
reasons. For example, share valuations for tax purposes may be
required:
- on gifts or sales of shares
- on the death of a shareholder
- on events in respect of trusts which
give rise to a tax charge
- for capital gains tax purposes
- when certain transactions in companies
take place, for example, purchase of own shares by the company.
Share valuations may also be required:
- under provisions in a company’s
Articles of Association
- under shareholders’ or other
agreements
- in disputes between shareholders
- for financial settlements in divorce
- in insolvency and/or bankruptcy
matters.
When a business needs to raise equity
capital a valuation will help establish a price for a new share issue.
Valuing a business can also help motivate staff. Regular valuations
provide measurement criteria for management in order to help them evaluate
how the business is performing. This may also extend to share
valuations for entry into an employee share option scheme for example,
again used to motivate and incentivise staff.
Valuation Methods
While there is a ready made market and
market price for the owners of listed public limited company shares, those
needing a valuation for a private company need to be more creative.
Various valuation methods have developed over the years. These can
be used as a starting point and basis for negotiation when it comes to
selling a business.
Earnings multiples
Earnings multiples are commonly used to value businesses with an
established, profitable history.
Often, a price earnings ratio (P/E ratio) is used, which represents the
value of a business divided by its profits after tax. To obtain a
valuation, this ratio is then multiplied by current profits. Here
the calculation of the profit figure itself does depend on circumstances
and will be adjusted for relevant factors.
A difficulty with this method for private companies is in establishing an
appropriate P/E ratio to use - these vary widely. P/E ratios for
quoted companies can be found in the financial press and one for a
business in the same sector can be used as a general starting point.
However, this needs to be discounted heavily as shares in quoted companies
are much easier to buy and sell, making them more attractive to investors.
As a rule of thumb, typically the P/E ratio of a small unquoted company is
50% lower than a comparable quoted company. Generally, small
unquoted businesses are valued at somewhere between five and ten times
their annual post tax profit. Of course, particular market
conditions can affect this, with boom industries seeing their P/E ratios
increase.
A similar method uses EBITDA (earnings before interest, tax, depreciation
and amortisation), a term which essentially defines the cash profits of a
business. Again an appropriate multiple is applied.
Discounted cashflow
Generally appropriate for cash-generating, mature, stable
businesses and those with good long-term prospects, this more technical
method depends heavily on the assumptions made about long-term business
conditions.
Essentially, the valuation is based on a cash flow forecast for a number
of years forward plus a residual business value. The current value
is then calculated using a discount rate, so that the value of the
business can be established in today’s terms.
Entry cost
This method of valuation reflects the costs involved in setting
up a business from scratch. Here the costs of purchasing assets,
recruiting and training staff, developing products, building up a customer
base, etc are the starting point for the valuation. A prospective
buyer may look to reduce this for any cost savings they believe they could
make.
Asset based
This type of valuation method is most suited to businesses with a
significant amount of tangible assets, for example, a stable, asset rich
property or manufacturing business. The method does not however take
account of future earnings and is based on the sum of assets less
liabilities. The starting point for the valuation is the assets per
the accounts, which will then be adjusted to reflect current market rates.
Industry rules of thumb
Where buying and selling a business is common, certain
industry-wide rules of thumb may develop. For example, the number of
outlets for an estate agency business or recurring fees for an accountancy
practice.
What else should be
considered during the valuation process?
There are a number of other factors to be
consider during the valuation process. These may help to greatly
enhance, or unfortunately reduce, the value of a business depending upon
their significance.
Growth potential
Good growth potential is a key attribute of a valuable business
and as such this is very attractive to potential buyers. Market
conditions and how a business is adapting to these are important - buyers
will see their initial investment realised more quickly in a growing
business.
External factors
External factors such as the state of the economy in general, as
well as the particular market in which the business operates can affect
valuations. Of course, the number of potential, interested buyers is
also an influencing factor. Conversely, external factors such as a
forced sale, perhaps due to ill health or death may mean that a quick sale
is needed and as such lower offers may have to be considered.
Intangible assets
Business valuations may need to consider the effect of intangible
assets as they can be a significant factor. These in many cases will
not appear on a balance sheet but are nevertheless fundamental to the
value of the business.
Consider the strength of a brand or goodwill that may have developed, a
licence held, the key people involved or the strength of customer
relationships for example, and how these affect the value of the company.
Circumstances
The circumstances surrounding the valuation are important factors
and may affect the choice of valuation method to use. For example, a
business being wound up will be valued on a break up basis. Here
value must be expressed in terms of what the sum of realisable assets is,
less liabilities. However, an on-going business (a ‘going
concern’) has a range of valuation methods available.
How We Can Help
With any of the valuation methods
discussed above, it is important to remember that valuing a business is
not a precise science. In the end, any price established by the
methods described above will be a matter for negotiation and more than one
of the methods above will be used in the process. Ultimately, when the
time for sale comes, a business is worth what someone is prepared to pay
for it at that point in time.
We would be pleased to discuss how we can help value your business as well
as help you develop an exit strategy to maximise the value of your
business.
For information of
users: This material is published for the information of clients.
It provides only an overview of the regulations in force at the date of
publication, and no action should be taken without consulting the
detailed legislation or seeking professional advice. Therefore no
responsibility for loss occasioned by any person acting or refraining
from action as a result of the material can be accepted by the authors
or the firm.
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