Valuation methodologies

Home Selling & buying advice Valuation methodologies

If you are considering selling and buying a business, it would be advisable to get the company valued according to customary market practices. This way, the seller crystallizes his selling price request, rather than delay the decision (potentially, indefinitely) and avoids the seller overestimating the market value of the company (e.g., arbitrarily seeking €1 million, based on “gut feeling”). Conversely, through a valuation, potential buyers avoid offering prices to sellers that are principally driven by their own funding constraints, far removed from (below) the business’ real valuation. Further, if a valuation is carried out sufficiently ahead of a business’ sale, an advisor should be able to prepare the company for sale (e.g., reviewing expenses incurred to remove avoidable expenses).

There are multiple methodologies to determine a business’ value, which are likely to provide different valuations for your consideration. A brief description is provided below.

The “asset value” methodology

Is the methodology utilized by Malta’s capital gains taxation legislation. The valuation starts with the calculated net asset value from the prior year’s financial statements, which is then adjusted to revalue:

Property, from the recorded book value to the latest market value, as determined by an architect;
Shareholdings, where these exceed 10% of the share capital of another company, their book value would need to be replaced by their market value (if negative, nil)
Goodwill, to represent the benefit of buying an already-established business, calculated as two years’ profits, with “profits” calculated by averaging the company’s profit before taxation over the five years prior to the business sale (if negative, nil)

This valuation carries the benefit of being clearly defined in Maltese legislation for the seller to pay capital gains and is particularly relevant for asset-intensive companies (e.g., significant real estate or equipment requirement).

The comparable company approach

It actually refers to two methodologies:

referencing the trading value of similar companies on stock exchanges;
referencing the valuation of comparable companies that have been acquired.
Frequently, this valuation is expressed as a multiple of the company’s turnover or earnings. However, where multiples are available, you will notice that companies are trading or have been acquired at different valuations to account for each business’ unique features and different acquisition timing. Particularly, because businesses in Malta are relatively small and supply a limited market, valuation would need to be adjusted for this e.g., large companies would have multiple sites (i.e., diversified across regions or countries), present a more attractive financial profile through a higher growth profile (prospects of further site roll-outs) and higher profitability through scale economies (improved cost structure from quantity discounts, operating leverage over fixed costs). So, while this method helps to get an initial order of magnitude of what is paid for a company in a particular industry, the multiples observed would need to be discounted for smaller businesses, which usually trade for multiples <5 times the actual annual profit before interest and taxes.

The cashflow based (income-based) approach

Is particularly popular and internationally accepted as the company’s future prospects determine its valuation; therefore, this methodology requires the company to forecast cashflow expected to be generated annually, and discounts this at an interest rate commensurate with the company’s risk.

A company’s business forecast (frequently over several years e.g., 5 years) should be carefully drafted, based on plausible assumptions and translated into integrated model financial statements, as these will have a decisive effect on the company’s valuation. For example, carrying out PESTEL and SWOT analyses prior to the business’ valuation will help inform planning assumptions, reducing subjectivity.

These analyses will further assist to assess the discount rate most commensurate with the business’ risk, including the higher risks typically associated with smaller businesses (e.g., limited market share, exposure to competition, reliance on few individuals, reliance on few customers, higher input costs), which usually results in elevated discount rates e.g., 15–20%.

Since there is a fair amount of subjectivity involved (both the planning forecasts, and applicable the discount rate), the breadth of plausible valuation supported is likely to be broad.

As mentioned, each valuation methodology will provide an approximate valuation – where these valuations overlap, that would indicate the most plausible of valuation for discussion. Further, this valuation would represent the business’ valuation, so should the business have external debts (e.g. with financial institutions), then this would need to be deducted from the valuation. The valuation would need to be further adjusted, for example, should there be minority partners, for the percent of shares that are not acquired and for the “inconvenience” of potentially needing to consult with third-parties for certain decisions (e.g., significant investments in equipment).

Engaging an advisor

Ordinarily, determining the business’ valuation would be supported by an external professional, and then subject to negotiation between the seller and the buyer.

If you are thinking of selling or buying a business, a professional advisor could assist you by providing you with an estimate of the company’s valuation.

Typically, to determine this, an advisor would carry out the tasks listed below (or a subset of them, particularly for smaller businesses):

Conduct an assessment of the business with established frameworks e.g., SWOT and PESTEL
Assess of the financial situation (balance sheet, profit and loss account, cashflow) and adjust the business’ cost situation to reflect the situation post-acquisition (e.g., adjusting for the property’s lease, where previously owned and retained by the previous owner)
Determine plausible planning assumptions for the financial forecasts
“Translate” the planning assumptions into an integrated financial model
Apply one or more valuation techniques to determine a plausible valuation range for negotiation
Potentially, sensitising certain assumptions to assess their impact on company value

Should you want support with estimating a business’ valuation, reach out to your financial advisor or BusinessExchange to discuss.

Trident Park, No. 1, Level 1,Mdina Road, Zone 2, Central Business District,Birkirkara CBD 2010, Malta
Follow our social media
© 2024 BusinessExchange.mt All rights reserved.