Date post: | 09-Feb-2017 |
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THE VALUATION PROCESS
By William J. Pembroke Value Management Inc.
STEPS
valuemanagementinc.com
1. Data Gathering
2. Analysis
3. Application of Approaches
DATA GATHERING
DATA GATHERING
valuemanagementinc.com
• Starts with document request
• Schedule due diligence meeting/call
• Ask about: operations, marketing, administration,
financial performance and future outlook
• Tour facility
• Independent research on the company’s industry
and markets
DATA GATHERING
valuemanagementinc.com
• Financial documents
• Shareholder agreements
• Employment and management contracts
• Product & Marketing Brochures
• Projections
• Details on prior offers and/or transactions
• Past valuations or consultant reports
DATA GATHERING
valuemanagementinc.com
• History
• Markets & Marketing Efforts
• Competition
• Management
• Operations
• Facilities & Equipment
• Financial Overview
DATA GATHERING
valuemanagementinc.com
1. Industry
2. Demographics
3. Economic Review
ANALYSIS
ANALYSIS
valuemanagementinc.com
•Purpose: analyze past performance to determine
influence on future performance
•Qualitative & quantitative analyses of the subject
•Comparison vs. other companies and industry
ANALYSIS: INCOME STATEMENTS
valuemanagementinc.com
Eliminate non-recurring
items
Adjust for Discretionary
Items
Accounting Related
Adjustments
Eliminate non-operating
itemsComparisions
APPLICATION OF APPROACHES
THE THREE APPROACHES
valuemanagementinc.com
1. Income Approach
2. Market Approach
3. Asset Approach
TO VALUE
INCOME APPROACH
valuemanagementinc.com
Earnings or cash flow are general the most
important valuation factor for a profitable operation
INCOME APPROACH
valuemanagementinc.com
Most Widely Used Approach
•Discounted Cash Flow Method
•Capitalization of Cash Flow Method
INCOME APPROACH
valuemanagementinc.com
Based upon the theory that the value of a business
depends upon the future economic benefits it
produces.
INCOME APPROACH
valuemanagementinc.com
Future economic benefits are defined as the likely level of earnings or
cash flow that a potential buyer could expect to realize. After
analyzing the Company's potential, the investor assesses the risk
(degree of uncertainty in obtaining future projections) involved in the
situation. A buyer, realizing that alternative investments are available,
seeks to maximize return while minimizing risk. For a given level of
risk, investors select the investment promising the highest return. For
investments yielding similar returns, the investor chooses the one
with the lowest level of risk.
MARKET APPROACH
valuemanagementinc.com
Based on the premise that prices paid for one company provide an
indication of what a buyer would be willing to pay for stock in another
company sharing similar characteristics. This approach entails
examination of the relationship between prices that buyers have been
willing to pay for stock in kindred companies and various quantifiable
factors. The relationships are adjusted to reflect the differences
between the comparative group and the subject company. At that
point, derived ratios are applied to the subject company in order to
establish a value.
ANALYSIS
valuemanagementinc.com
• Guideline Public Company - identify publicly-traded companies that share similar
investment characteristics with the subject
• Guideline Mergers & Acquisitions - identify recent transactions involving majority
interests in target companies that provide a reasonable basis for comparison to the
relevant characteristics of the subject company
• General Market Benchmarks - GF Data
• Rules of Thumb - sometime used as a starting point in the sale of a business
• Prior Transactions in Subject Company - can be the best indicator of value
• Buy/Sell Agreement
ASSET APPROACH
valuemanagementinc.com
Examines the value of the tangible assets the
company has accumulated to date.
ASSET APPROACH
valuemanagementinc.com
Examines the value of the assets that the Company
has built to date on a:
•Going Concern Basis
•Liquidation Basis
This approach is generally given little weight in the
valuation of a going concern
PRELIMINARY VALUE
valuemanagementinc.com
We review our preliminary conclusion of value with
the client (owner(s), attorney and/or financial
advisor) and discuss the pertinent factors impacting
our conclusion.
REPORTING
valuemanagementinc.com
Our conclusion is presented in the form of a written
report discussing the factors listed in the following
slides in conformity with Revenue Ruling 59-60
(establishes guideline for appraising the stock of a
closely-held corporation) and the Uniform
Standards of Professional Appraisal Practice
(USPAP)
REPORTING
valuemanagementinc.com
Revenue Ruling 59-60 factors to be examined:• An understanding of the business and its evolution: Knowledge of the company's
development may shed insight as to its future performance.
• Degree and level of competition.
• Book Value
• The financial condition of the business. Financial statements should be examined
for a representative period prior to the valuation date and an analysis performed of
the pertinent ratios, trends and changes.
• The earnings capacity of the company.
• Its dividend‑paying capacity.
• Whether or not the company has goodwill or other intangible value.
• Transactions in the stock of the company.
REPORTING
valuemanagementinc.com
Revenue Ruling 59-60 factors to be examined:• The national economic condition and outlook and, if the company's market is
concentrated in a specific geographic region or regions, the condition and outlook
of the economy in such regions.
• The condition and outlook of the industry to which the company belongs and the
company's performance in comparison to the industry.
• The attitude of investors toward companies which are comparative to the subject
company.
CONTACT INFORMATION
valuemanagementinc.com
William J. Pembroke Financial Analyst
2370 York Road, E2 Jamison, PA 18929-1031Value Management Inc.