Warning About Business Law Questions
Question
M$10
February 09, 2009 11:31 AM
How to calculate the value of an existing trading business?
I'm new to angel investing, I have a bit of play money set aside for high risk investment. I'm meeting tomorrow to discuss the sale of an existing small I.T. consulting firm in Asia. What kind of question should I ask, and how do I challenge/verify the current valuation?
I will of course have proper due diligence done by my attorney and go over the numbers with my accountants. But tomorrow is the first meeting with them and I want to assess if it's a good deal or not, and decided if it's worth looking into it more.
I will of course have proper due diligence done by my attorney and go over the numbers with my accountants. But tomorrow is the first meeting with them and I want to assess if it's a good deal or not, and decided if it's worth looking into it more.
Interesting Question?
Yes (0)
No (0)
- In Business Law |
- |
- Report |
-
Share
RSS
No Best Answer Selected, Tip Refunded
1 answerers thought this was unfair.
Answers (3)
February 09, 2009 12:32 PM
now this could long and hope it is helpful, have patience and read carefully, How to deal with questions on assessing the
performance of a company?
This article provides guidance for
candidates in dealing with examination
questions regarding the assessment of
a company’s performance. If the user
is to make sense of the figures in the
financial statements, these figures
need to be properly analyzed using
accounting ratios and cash flows and
then compared with previous years’
figures, figures from other companies
or industry averages.
Basic Techniques of Financial
Statement Analysis
The analytical measures obtained
from financial statements are often
expressed as ratios and percentages.
There are different ways in which
these measures can be analyzed.
Percentage analysis
(1)Vertical analysis
Vertical analysis is the percentage
analysis used to show the relationship
of each component to the total
within a single statement. In vertical
analysis of the statement of financial
position, each asset, liability item and
shareholders’ equity item is stated
as a percentage of the total assets,
total liabilities and shareholders’
equity, respectively. Vertical analysis
is useful in assessing relationships in
a company’s financial condition and
operations.
(2) Horizontal analysis
Horizontal analysis is the percentage
analysis of increases or decreases
in related items in the comparative
financial statements. The amount
of each item on the most recent
statement is compared with the
related item on one or more earlier
statements. Additional information
may be required for evaluating the
significance of the changes in the
comparative figures; for example, a
decrease in accounts receivable may
be due to increasing efforts in debt
collection.
Ratio analysis
(1) Profitability ratios
Profitability ratios measure the
operating success of a company for a
given period of time. When the profit
figure is expressed as a percentage
of sales or capital employed, these
ratios can be compared with those
of previous years, or those from
companies in the same industry.
Examples of ratios used in assessing
profitability of a company are:
• Gross profit margin – This
ratio measures the gross profit
generated per dollar sales. A
decrease in this ratio may indicate
more intensive competition in the
market, declining selling prices or
an increased cost of purchases.
An increase in this ratio may
indicate that the company has
a competitive advantage in the
market and therefore is able
to charge higher prices for
its products or can source its
purchases at a lower cost. If this
ratio remains constant while
the net profit margin is falling,
this might indicate control over
expenses is weak.
• Return on capital employed
(ROCE) – This ratio measures
how efficiently and effectively
management has deployed the
resources available to it. A change
in the ROCE may be due to
changes in profit margins, asset
utilization, sales mix or errors in
inventory counting.
(2) Liquidity ratios
Liquidity ratios measure the company’s
ability to pay its maturing obligations
and to meet unexpected cash needs in
the short run. A reasonable level of
liquidity is essential to the survival of
a company. Liquidity problems may
also be caused by overtrading. The
most common ratios for measuring a
company’s liquidity are:
• Current ratio – This ratio
measures a company’s ability
to met short-term obligations
with current assets. As liquidity
is essential to the success of a
business, a higher current ratio is
normally preferred to a lower one.
Nevertheless, a very high ratio
may suggest that funds are being
tied up and may not be earning
high returns. The current ratio
should be between 1.5 and 2 to
1; however, it can vary depending
upon the business that the
company is engaged in.
• Quick ratio – Limiting the
numerator to very liquid current
assets gives a stricter test of
a company’s liquidity since
inventories cannot be readily
converted into cash. If the
liquidity ratios appear to be
outside normal ranges, further
review of inventory, receivables
and payables is required. For
example, a company may be
forced to sell its inventories at a
lower price than normal during a
period of severe cash shortages.
Caution should always be exercised
when drawing conclusions on the
liquidity of a company because an
entity’s liquidity may be affected
by many factors: these include
the business cycle or seasons,
manipulation of year-end balances,
the nature of the business, overtrading
or potential liabilities not included in
the financial statements.
(3) Management efficiency ratios
Management’s efficiency in managing
a company’s working capital is
essential to the company’s continuing
operations. The following are examples
of ratios that measure working capital
management efficiency:
• Receivables’ collection period –
This ratio measures a company’s
ability to collect cash from its credit
customers. Most companies offer
their customers credit in order to
boost their sales. However, there
are opportunity costs in holding
cash for financing receivables, and
there is also the risk of bad debts.
A long receivables’ collection
period may be an indication of
worsening credit control or that
an allowance for doubtful debts is
required.
• Payables’ payment period – This
ratio links the value of accounts
payables with the amount
of goods and services that a
company is purchasing on credit.
If the payables’ payment period
is short, creditors are being paid
relatively early or there may be
unrecorded payables. However,
if the payables’ payment period is
too long, the company may have
liquidity problems: this can also
be harmful to its relationship
with suppliers.
• Inventory holding period – This
indicates how quickly a company
is turning over its inventory. When
deciding the appropriate level of
inventory, a company should strike
a balance between the cost of
tying up capital and the demands
from the customer. Generally, a
high inventory turnover (short
inventory holding period) is
preferred. An unreasonably long
inventory holding period may
indicate an economic recession,
obsolete inventory, poor sales
and marketing, a change of
customer taste or bad inventory
management.
(4) Solvency ratios
Solvency ratios measure the company’s
ability to survive over a long period of
time. Current and potential investors
will be interested in a company’s
financing arrangements and also its
risk. A company that has borrowed
money obviously has a commitment
to pay future interest charges and
make capital repayments. This can
be a financial burden and possibly
increase the risk of insolvency.
Examples of solvency ratios are:
• Gearing ratio – This measures
the company’s commitments to
its long-term lenders against its
long-term capital. High gearing
is viewed as risky for companies
as they may face difficulties in
meeting their interest and debt
repayments as well as in raising
further finance. Moreover, when
a company borrows it increases
its risk which in turn leads to
higher cost of borrowing. The
appropriateness of a suitable
gearing level will be influenced by
factors such as the risk preferences
of owners and managers, industry
norm, interest rates, required
return to shareholders, stability of
profits, the availability of equity
funds, availability of suitable
assets for security, and terms
of loan agreements. In general,
higher gearing can also benefit
shareholders if the entity becomes
more profitable since earnings of a
highly-geared company are more
sensitive to profit changes.
• Interest cover – This ratio
compares the amount of income
that has been earned with the
interest obligations for the same
period. The lower the level of
interest cover, the greater the
default risk to lenders.
(5) Investment Ratios
There are ratios that use the current
market price of a share to indicate
the return an investor might earn by
purchasing that share.
• Earnings per share – This ratio
represents the earnings made and
available to shareholders during
an accounting period. The trend
in earnings per share over time is
used to help assess the investment
potential of a company’s shares.
Some companies retain a
significant proportion of the
earnings they generate, and
hence their earnings per share
will increase even if there is no
increase in profitability.
• Price/earnings ratio – This ratio
provides a clear indication of
the value placed by the capital
market on a company’s earnings
and what it is prepared to pay
for investors. Subject to overall
market sentiment and economic
conditions, the price/earnings
ratio reflects the capital market
assessment of both the amount
and the risk of these earnings.
• Dividend yield – This ratio gives
the percentage return (dividend)
on the investment in one share. It
is a crude measure of the return
to shareholders, but it does ignore
capital growth, which is often
much higher than the return on
dividends.
Analysis of Cash Flows
A statement of cash flows identifies
whether cash has increased or
decreased from the previous year
to the current year and also the
sources and applications of cash. The
deterioration in cash position of a
company can be relieved by operating
cash inflows (and hence the liquidity
of the company can be improved)
in the near future if the ability to
generate cash flows from operating
activities is more than sufficient to
pay interest, dividend and tax.
When analyzing the statement of
cash flows, managers and analysts
often calculate the free cash flow.
Free cash flow refers to the cash flow
from operations minus dividends
and capital expenditure. This gives a
measure of a firm’s ability to engage in
long-term investment opportunities
and its financial flexibility. The cash
position of a company can be further
analyzed into the following:
(1) Cash flows from operating
activities
Cash flows from operating activities
represent the cash receipts from trade
debtors and cash sales less the cash
paid for inventory, salaries and other
activities to maintain the operations.
To enhance the viability of the
company, it is essential that interest,
tax, dividend and short-term costs
are funded from operating cash flows;
then the company can use its surplus
to finance any increase in property,
plant and equipment.
A reduction in investments in both
inventory levels and trade receivables
may be the result of more efficient
inventory control and receivables
collection. However, when there is
a reduction in inventory and trade
receivables together with a large
reduction in trade payable balances,
this may indicate that trading volumes
may be contracting.
(2) Cash flows from investing
activities
Investing activities are the acquisition
and maintenance of investments
by companies to sell products or
to provide services; this includes
the acquisition and disposal of
investments and in non-current
assets for operating a company. If
a statement of cash flows shows
considerable investment in property,
plant and equipment and there are no
significant disposals, an increase in
investment represents an increase in
capacity rather than the replacement
of old assets and the company may
have expanded.
(3) Cash flows from financing
activities
Financing activities are those through
which a company acquires and
manages its financial resources so as
to pay to maintain its daily operations
and to expand further. Provided that
a return on the new investments in
property, plant and equipment can
generate returns that are in excess of
the loan interest and dividend yield,
then the shareholders’ wealth is not
reduced.
Points to note when assessing a
company’s financial performance
Most performance appraisal is based
on interpreting various comparative
ratios.
(1) Environment faced by the
company
Performance assessment should
take into account the business
environment in which a business
operates and separate the controllable
from the uncontrollable. For example,
if a company faces a difficult trading
environment and a shrinking market,
this is probably outside the control
of the business and may lead to a
reduction in sales volume and prices.
(2) Nature of business
Business nature is another factor to
consider when assessing financial
performance. Low-margin businesses
(e.g. supermarkets) usually have a
high asset turnover, while capitalintensive
industries (e.g. electrical
products manufacturers) usually
have a relatively low asset turnover
but higher margins.
(3) Causes of a change in ratios
There is usually no absolute answer
to an interpretation question, and
remember there may be clues in the
scenario given that would account
for identifying plausible causes for
changes in a company’s ratios and cash
position. For example, liquidity may
have deteriorated dramatically due to
significant investment in non-current
assets but without a proportionate
increase in sales. Both financial
and non-financial factors should
be considered when determining
what caused the change in ratios.
For example, liquidity of a company
may also be affected by availability of
further finance and the due dates of
long-term loans.
(4) Related party relationship and
transactions
These transactions have the potential
to distort the results of a company;
for example, expertise provided to a
group company without charge being
made by the present company or
another group company. A company
may have entered into certain
arrangements that make its previous
results not directly comparable with
its current results; for example, a sale
and leaseback arrangement.
(5) Interrelationship among different
types of ratios
Looking at a single ratio in isolation is
rarely useful in building a full financial
picture. Instead, it is necessary
to consider one type of ratios in
combination with another type of
ratios. For example, we have to look
at management efficiency ratios when
interpreting the current ratio.
(6) Comparison among different
periods and different companies
For inter-company comparisons
and comparisons made over time,
considerations should be made
on factors that can distort these
comparisons; such factors may include
differences in accounting policies,
off-balance-sheet financing, inflation,
creative accounting, and differences in
the basis of calculating the ratios.
Conclusion
Accounting ratios and the statement
of cash flows are important in
interpreting accounting statements.
Candidates should be aware of the
limitations of financial performance
assessment and be careful in
formulating their conclusions. In
the examination, it is suggested that
you take a structured approach when
dealing with this type of question:
• Prepare a statement of cash flows,
if required by the question
• Calculate ratios in important areas
such as profitability, liquidity, and
gearing.
• Use the background information
given in question to identify
possible causes of any changes
in ratios and the cash position,
express your opinions and draw
conclusions on the company’s
financial performance.
Source(s):
www.hkiaat.org/images/uploads/articles/How.pdf
Permalink | Report
February 09, 2009 05:03 PM
As an entrepreneur, i'd say all of those ratios listed before are good for finding the performance of a company, but a lot more goes in figuring out if you're making a good investment besides the monetary aspect. You need to be looking at the business plan, the marketplace, and the top management within the company, and try to put everything together to try to envision where this business will end up in 10 years.
Event hough they may be performing well now, you should be asking questions such as,
Can this company maintain their past performance? How are other companies in the industry doing? Do they have potential to grow? Is their current small-business model even practical to expand? Is their business plan reasonable? Would you use this same business plan if you were running the company? How have they been able to adapt their business model to correct any problems they've encountered in the past? Will they be able to remain competitive? Does the level of growth they expect to see seem "far fetched"? Are they overly conservative in their expectations?
One of the most important things you need to look at is the upper management, and the movers & shakers within the company. Do you see this as a management team that could grow this business into something worthwhile? What experience do they have? How many years? What was the outcome of past companies that they've run? Are they able to adapt and think on their feet? Are they stubborn and unwilling to change? Ask yourself, "Are these people I would be willing to work for if I needed to?"
Look at their SWOT (Strengths, Weaknesses, Opportunities, Threats) analysis. Do their Threats outweigh their opportunities? Do the Weaknesses outweigh the strengths? Do you think they have the right vision to overcome the downsides? Will they be able to capitalize on their Strengths?
If you want a number value, you can add up all of their assets (tangible/intangible) plus the value of the employees (not necessarily based off salary, look at experience and capabilities as well). Then look at their business plan and use a best estimate of how fast they are expecting to grow. Try to take a broad look at the market they are in, how large is it, how much money is in it, and what percentage do you think they would be able to capture. I always look at the "worst case" scenario. Will you at least be able to break even if they manage to grow X percent over X number of years.
Overall, a lot of venture capital is just applying your personal experiences/hunches. You have to be able to look beyond the numbers on paper. If you get a good vibe based off everything you know about them... then I'd say go for it.
Source(s):
Entrepreneur
Permalink | Report
February 09, 2009 05:17 PM
Also, I almost forgot one of the most important pieces. How much of their personal money/assets have the owners invested or put on the line for this company? If their own fate is tied to the fate of this business, you can usually be pretty confident they won't let it go under without a fight.
Report
February 09, 2009 05:37 PM
From your question, a few important things are not clear to me... - Are you buying outright or taking a stake?
- Is this supposed to be high-risk and high-return, or safe and "established"?
- Are you in this for fun as much as the returns? ("Play money" you said.)
- Have they already proposed a figure?
If the business has a track record of several years then it's a lot easier to value than if it's early stage.
In general you'd want to look at all of the following factors:
- Quality and completeness of the management team
- The attractiveness of the market or industry
- What competitive edge does the company have in its market?
- Growth potential for the market and the company
- Past & projected financials (balance sheet, cashflows, P&L; etc)
- Exit strategies (Are you looking to sell on, IPO, etc)
Given that it's an IT consulting firm, one thing you have to be very aware of is that a great deal of the value of the business lies in the know-how and talent of its people. Talent that can walk out of the door tomorrow, if they don't like you, or what you plan to do with the company. So things like the quality of the people, the culture of the company, and a fit between you and them are important.
If you feel you're not in a good position to assess a lot of these factors, then the investment is a lot riskier, and you might want to find some partners that know the sector better before getting too much further into the deal.
That's about all I can tell you briefly, hopefully it's of some help.
It was unfair to choose no best answer
There were reasonable answers provided, consdering the amount of info given in the question, the tip offered, and the value of the answer to the asker.
There were reasonable answers provided, consdering the amount of info given in the question, the tip offered, and the value of the answer to the asker.
Permalink | Report
February 10, 2009 05:37 AM
- Are you buying outright or taking a stake?
Buying 100% equity stake
- Is this supposed to be high-risk and high-return, or safe and "established"?
High-risk, high-return.
- Are you in this for fun as much as the returns? ("Play money" you said.)
I'm obviously in to make money, but as I'm new to this, the money I'm putting up to buy this company is in the high risk of my portfolio.
- Have they already proposed a figure?
They've proposed a figure of 1.3 times last year net profits. One of the main problem of the company is that the owner (one of the main consultant) will no longer work there once he sells the company.
I'm waiting to hear more about his customer base (are they relationships of the owner? if they are, it will rise the risk of the investment).
Even though the business is in Asia, it seems like most of the clients are european. I'm concerned because the staff doesn't speak a perfect english like the owner would.
In the last few year the owner hasn't taken any salary, thus the net profit is quite nice. I need to factor in the price it would cost me to replace him. They haven't provided any projected figures for next year. I will do my own with my accountants and taking for account that I need to replace the owner that is leaving with another senior IT consultant.
It will impact the valuation of the company greatly.
Report
Buying 100% equity stake
- Is this supposed to be high-risk and high-return, or safe and "established"?
High-risk, high-return.
- Are you in this for fun as much as the returns? ("Play money" you said.)
I'm obviously in to make money, but as I'm new to this, the money I'm putting up to buy this company is in the high risk of my portfolio.
- Have they already proposed a figure?
They've proposed a figure of 1.3 times last year net profits. One of the main problem of the company is that the owner (one of the main consultant) will no longer work there once he sells the company.
I'm waiting to hear more about his customer base (are they relationships of the owner? if they are, it will rise the risk of the investment).
Even though the business is in Asia, it seems like most of the clients are european. I'm concerned because the staff doesn't speak a perfect english like the owner would.
In the last few year the owner hasn't taken any salary, thus the net profit is quite nice. I need to factor in the price it would cost me to replace him. They haven't provided any projected figures for next year. I will do my own with my accountants and taking for account that I need to replace the owner that is leaving with another senior IT consultant.
It will impact the valuation of the company greatly.
February 10, 2009 06:19 AM
Ok, it sounds like owner was taking his income in the form of dividends rather than salary, so the profit figure is inflated by that. Possibly they're allowing for that in their valuation though. For a good company in good times, EBIT multipes of 7-10 and revenue multiples of 1 - 1.5 were possible, so 1.3 times net profit would have been on the low side.
The biggest issue seems to be how the firm will cope without the owner. Replacing someone so key could be very difficult, so there needs to be risk mitigation for that and maybe the extra risk should be factored into the price.
I'd consider if there is any way to have a transition period where the owner stays in place until you find a replacement, and that replacement is fully up and running.
Here's some links that may be of interest if you have time to look at them. The info relates to European countries and different economic conditions, but should still provide some insight on consulting acquisition.
http://www.managementconsultingnews.com/articles/collins_sell_firm.php
http://www.equiteq.co.uk/equiteq/DisplayArticle.asp?ID=15252
Report
The biggest issue seems to be how the firm will cope without the owner. Replacing someone so key could be very difficult, so there needs to be risk mitigation for that and maybe the extra risk should be factored into the price.
I'd consider if there is any way to have a transition period where the owner stays in place until you find a replacement, and that replacement is fully up and running.
Here's some links that may be of interest if you have time to look at them. The info relates to European countries and different economic conditions, but should still provide some insight on consulting acquisition.
http://www.managementconsultingnews.com/articles/collins_sell_firm.php
http://www.equiteq.co.uk/equiteq/DisplayArticle.asp?ID=15252
Answer this Question
Related Questions
Where can I find a good karaoke player that also fetches lyrics automatically?
Has anyone ever completed an offer in order to get Game-Money in a Facebook or MySpac...
How much can a single tree in a rainforest make in the current carbon trading negoita...
In the United States what does it mean to be a member of the Democratic Party? What a...
Has anyone ever completed an offer in order to get Game-Money in a Facebook or MySpac...
How much can a single tree in a rainforest make in the current carbon trading negoita...
In the United States what does it mean to be a member of the Democratic Party? What a...
Ask a Question
Buy Mahalo Dollars with Credit Card or PayPal
Top Members
Most Popular Tags
Categories
- Anonymous
- Arts & Design
- Beauty & Style
- Books & Authors
- Business
- Cars & Transportation
- Consumer Electronics
- Coupons Deals
- Education
- Entertainment
- Environment
- Fitness
- Food & Drink
- From Email
- From Iphone
- From Twitter
- Health
- History
- Hobbies
- Home & Garden
- How Tos
- Humor
- Jobs
- Legal
- Local
- Love & Relationships
- Mahalo Answers Community
- Money
- Music
- News
- NSFW
- Parenting
- Pets
- Science & Mathematics
- Services
- Shopping
- Social Science
- Society & Culture
- Sports
- Technology & Internet
- Travel
- Video Games
Welcome New Members
- changdmanrb, December 18, 2009 12:42 AM
- 2acting, December 18, 2009 12:30 AM
- fb_1413570766, December 18, 2009 12:22 AM
- linfpkicks, December 18, 2009 12:19 AM
- sbsdee, December 18, 2009 12:15 AM
Mahalo Dollars are the currency of Mahalo Answers.
Each Mahalo Dollar costs $1.
Once you earn more than 40 Mahalo Dollars, you can request to be paid via PayPal. Each Mahalo Dollar is currently worth $0.75 when paid out via PayPal. Learn More
Assessing business value
Buying anything for the best price is a matter of skilful negotiation. But if you are considering an acquisition, it is advisable to apply one of the following methods of valuing the target business. Even if you are only considering a merger, you should be aware of how much the other business is worth.
Net asset value
This is the value of the business' assets as stated in the audited accounts, minus outstanding liabilities to creditors or tax authorities, bank borrowings and redundancy payments due. It provides a baseline from which to start the valuation process.
Entry costs versus cost of acquisition
Compare the cost of acquisition with the cost of starting up a similar business, which might include the assets, product development, employment and marketing costs. Include any savings you can foresee by merging the business with your own.
Cashflow
Forecast the target's cashflow for a number of years and discount these numbers to obtain a net present value. If you are unfamiliar with this method, an industry expert will be able to advise on how to choose and apply discount factors.
Price/earnings ratio (P/E)
A P/E ratio is calculated by dividing the company's share price by its earnings per share, so if the company's share price is £30 and it is earning £3 per share, its P/E ratio is ten.
A business run by one person is generally valued at around half the value of a comparable private company run by a team of three or more experienced managers. Customers are probably loyal to the owner-manager and may not remain with any new owner.
The economic cycle also affects private business valuations. During a downturn - small private companies sell on multiples of between six and eight on average whilst during a boom - the same companies may sell for between ten and 12 plus.