Vine Valuations Inc. provides business valuation services with offices in Hamilton, Burlington, and Kitchener. The document discusses business valuation methods and exit planning strategies. It notes that business valuation is critical for exit planning and maximizing wealth from a business sale. The valuation approach depends on the unique characteristics of each business and involves considering factors like profit history, market conditions, and future potential.

1. Vine Valuations Inc.
Christine Minelli CA•CBV, CFI
chrism@vine.on.ca
(905) 549-8463 or (905)517-3741
www.vine.on.ca
Offices in Hamilton, Burlington and
Kitchener

2.  Transfer to Family  Sell to Third Party
Members  Refinance or
 Sell to Recapitalize
Shareholders  Go Public
 Sell to  Liquidate the
Management Business
 Sell to Employees
(Stock Ownership
Plan) Business needs to be valued
2

3.  Business valuation is a critical
component of a well planned exit
strategy:
For benchmarking/planning exit
strategy
For negotiating the sale
For maximizing wealth
Independent & objective
3

4. Business Valuation:
“the act or process of determining
the value of a business enterprise
or ownership interest therein”
Value: the desirability or worth of a thing; the rate
at which a commodity is potentially exchangeable
for others
Webster’s International Dictionary
4

5. Business Owner:
“What’s the value of my
business?”
Business Valuator:
“ It depends…”
5

6.  Price
and Value are not the same. “Price is what
you pay. Value is what you get”.. Warren Buffett
 Each business is unique and will command a
different price for different reasons.
 Buyer/Seller - different perspectives
 Toconclude a transaction, both parties must be
satisfied with Price and understand how it was
determined
 Valuation
is a starting point in exit planning, not
an end unto itself
6

7.  Price = Value + Terms
negotiated between buyer and
seller
 FMV = a notional or intrinsic
value estimate
 Business Valuation = an Art,
not a Science!
7

8. “The highest price, expressed in terms of cash
equivalents, at which property would change hands
between a hypothetical willing and able buyer and a
hypothetical willing and able seller, acting at arm’s
length in an open and unrestricted market, when
neither is under compulsion to buy or sell and when
both have a reasonable knowledge of the relevant
facts.”
Not the real world, but a starting point
8

9.  Recent profit history
 General condition of the company (facilities,
books & records, technology, processes,
employees, proprietary rights, contracts, etc.)
 Market demand for particular type of business
 Economic conditions (cost/availability of capital
and factors directly affecting the business)
 Ability to transfer goodwill or other intangibles
 Future profit/cash flow potential: Cash is KING!
But: Businesses rarely change hands at
fair market value
9

10. Transaction Value : Price + Deal Terms
 Negotiated between seller and a specific buyer
 Tradeoff between cash & terms
 May
not be the same as fair market value but
FMV a reasonable starting point
 Value unknown until business exposed for sale
10

11. Transaction Value is affected by:
 Timing of sale: Value is time-specific. Price today not
the same as Price next year.
 Economic outlook and outlook for specific industry: the
market dictates investor’s required rate of return.
 Earnings capacity. Value is prospective, present value
future benefits measured in cash flows. Owner selling
business but the buyer is buying a business opportunity.
Nature and history of business. S.W.O.T. assessment
part of buyer due diligence.
 Comparable market transactions/prices – a
benchmark. Pay no more than would pay for similar
investment.
11

12. Transaction Price is affected by:
 Liquidity of investment – size of market/existence of
more than one special purchaser
 Level of the business’ net tangible assets. The higher
the value of net tangible assets, the lower the buyer’s
risk, and the higher the price (usually).
 Intangibles: sometimes the only valuable assets
 Goodwill: Commercial or personal? Transferable?
 Size of interest being sold: controlling interest or
minority interest?
Exit planning tip: Find the right buyers, more than one.
12

13. Transaction Price is also affected by:
Negotiating strengths of buyer and seller
Personal reasons (distress or planned)
Available leverage (wait for proceeds/earn-out)
Who the owner is actually prepared to sell to:
 Sale to third parties
 Intergenerational sale to family
 Sale to management
 Sale to employees
Price & Terms may be different
13

14. Buyer to owner: “You tell me your price, I’ll tell you the terms”
Possible Deal Terms -
 Hold-back of sale proceeds, buyer has recourse if info
wrong
 Seller financing helps close deal, risk on the seller
 Performance payouts/earn-outs can bridge the “price
gap”, but risk transfers to seller. Timing of cash flow to
consider.
 Non-competition agreements, protect the buyer.
Exit Planning : What terms will owner consider? What
terms can owner afford?
14

15. Buyer to owner: “You tell me your price, I’ll tell you the
terms”
Possible Deal Terms –
 Employment contracts. Normally favour buyer. 100% tax
deductible and buyer gets extended terms. Retiring? Can
be a deal-breaker.
 Price adjustments made post-closing: contingent and
unknown liabilities, i.e. estimates, provisions, bad debts,
warranty claims, similar. Need to consider.
15

16.  Income Approach:
- Focus on profits/cash flow produced by assets
- Capitalized earnings/cash flow method (single period)
- Discounted cash flow method (multiple period)
 Market Approach:
- Guideline Company method
- Transactional method
- Industry method: “rules of thumb”
 Asset Approach:
- Adjusted book value (assumes going concern)
- Liquidation value (forced/orderly)
16

17.  Assumes the business is a going concern, expected
to generate adequate return on investment
 FMV equal to present value of expected future
earnings/cash flow (earnings, EBIT, EBITDA)
Requires:
 Assessing future maintainable cash flows
 Determining appropriate (buyer) tax rate
 Determining capitalization rate (& multiple)
 Assessing discounts for control & illiquidity
Exit Planning Tip: Consider ways to increase business
cash flow to exit date in order to increase exit price
17

18. Business net profit or loss +/-
◦ Non-operating/non-recurring revenue & expense
◦ Interest & non-cash expenses (depends)
◦ Equipment replacements/additions (depends)
◦ Discretionary items, adjust to market:
•Owner's compensation & benefits
•Meals & entertainment expenses
•Automobile expenses & allowances
•Compensation of non-working family members
•Rent and other non-arm’s length expenses
Exit Planning Tip: Should ‘clean-up’ discretionary items before sale
18

19.  Adjust assets/liabilities to fair market value
(real estate, receivables, inventory, F&E …)
 Identify redundant assets (non-operating
assets: excess cash, ATV, house, trailer, boat,
etc.)
 Related party amounts: buyer does not want to
buy
 Remove purchased goodwill – valuing goodwill
 Identify liabilities buyer does not want to
assume
Exit Planning Tip: Consider removing redundant assets before
 Unusual May affect QSBC status seller’s tax planning,
sale. items related to and CGE.
bonuses/advances, etc.
19

20. Adjusted earnings** $
1,000,000
Forecasted growth** x
1.05
Estimated future earnings $ 1,050,000
Capitalization rate** 25.0 %
P/E multiple (1 ÷ capitalization rate)
4.0
Indicated Value from Operations $ 4,200,000
Add: Net redundant assets **
357,350
Total Enterprise Value of equity only, interest cost$in
Cost
4,557,350 earnings 20

21.  Investor’s risk adjusted
rate of return on equity
 Reasonable capital
structure (debt/equity)
 Expected growth
21

22. Cost of Equity
 Risk free rate of return (GOC long-term bond)
 Equity risk premium (range 4% to 6%)
 Small company (size) premium (up to 10%)
 Industry risk premium ( +/-)
 Company specific risk premium ( +/-)
 Long-term growth in excess of inflation reduces
risk The higher the capitalization rate, the lower the
Price. Multiple of earnings/cash flow = 1 ÷
capitalization rate
22

23.  Economic risk
 Business risk
 Operating risks
 Financial risks
 Asset risks
 Product risks
 Market risks
 Technological risks
 Regulatory risks
 Legal risks
23

24. High Risk/Lower Multiple Low Risk/Higher Multiple
= Lower Price =Higher Price
 New business, no  Established earnings
history base
 Weak balance sheet  Strong balance sheet
 Weak growth trend  Strong growth trend
 Weak industry/position  Strong industry/position
 Significant barriers
 Few entry barriers  Not price dependent
 Competes on price  Not tied to personal
 Customer loyalty is to goodwill
the business owner  Asset purchase
 Share purchase 24

25. High Risk/Lower Multiple Low Risk/Higher Multiple
= Lower Price =Higher Price
 Seller not staying on  Seller stays long period
 No vendor take back  Vendor financing &
financing good terms
 Price not tied to post-  Vendor earn-out,
closing, no ‘earn-out’ shares in post-closing
 No proprietary assets risks
or competitive  Valuable intellectual
advantage property/other rights
 Minimal synergy for  Significant synergies
buyer This is not an all-inclusive list of risk
identified
factors 25

26.  Uses multiples derived from market prices of public
companies engaged in same or similar lines of business
 Market prices of public companies reflect minority interest
positions and high liquidity
 Selected companies should share characteristics such as
markets, products, growth and cyclical variability to the
business
 Valuator analyzes financial and operating performance,
compares to the business being valued
 Adjustments are made to multiples for differences
identified and for private co illiquidity of investment
26

27. GUIDELINE CO. DATE P/E P/Sales
P/Book
Apple Company, Inc. 12/31/07 8.70 55.30%
2.85
Bananas R Us, Inc. 10/31/07 9.30 47.43%
4.65
Fruits, Inc. 12/31/07 8.50 35.25%
3.65
Cherry Corp. 10/31/07 6.60 54.80%
3.90
Grapes Corp. 11/30/07 7.80 48.20%
4.25
**Adjusted to normalize to business being valued
Median Multiple 8.50 48.20% 27
3.90

28. Market Approach: Guideline Company Example
PRICE TO EARNINGS
After-tax earnings $ 959,446
Selected Multiple x 6.20
Operating Entity Value $ 5,948,565
Net Non-operating assets + 250,000
Total Entity Value $ 6,198,565
Rounded $ 6,200,000
28

29. A rule of thumb is a mathematical formula developed
from the relationship between price and certain
variables based on experience, observation,
hearsay, or a combination of these; usually industry
specific.
Rules of thumb arise from observation of market
transactions
Expressed as multiples of revenue, cash flow, etc. A
multiple of revenues implicitly assumes there is a
reasonably constant relationship between gross
revenues, maintainable earnings (or cash flow) and
Value. Rules of thumb assumes “one size fits all”. But each business is unique.
Good as a secondary check, not as primary valuation method
29

30. Multiples of:
 Price/net earnings
 Price/pre-tax earnings
 Price/cash flow
 Price/revenues
 Price/gross profit
 Price/book value
 Price/EBIT
 Price/EBITDA
 Price/SDE
30

31. Restate assets & liabilities to FMV:
 Adjusted Book Value Method
• Going concern basis
• FMV is in net assets owned, not in cash
flow (i.e. real estate or other investment
holding co.)
 Liquidation Value Method
• Worth more dead than alive
• Forced vs. orderly
31

32. Business Owner:
“What’s the value of my
business?”
Business valuator:
“ It depends…”
32

33.  Successful deal takes time and planning.
Usually need 3 to 5 years track record of
profits & good FS.
 Takes between 6 – 18 months to sell
 Business Valuator can:
◦ Find ‘hidden assets’
◦ Provide a baseline value now
◦ Identify weaknesses & areas of
improvement
33

34.  Business Valuator can:
◦ Identify value drivers to maximize sale
value
◦ Assess business risks and opportunities
◦ Help target buyers / best sale process
◦ Evaluate offers/assist in negotiations and
give the owner an edge!
 Integrating a business valuator into exit
planning team can translate into a higher
value when the owner ultimately retires.
34

35. Vine Valuations Inc.
Christine Minelli CA•CBV, CFI
chrism@vine.on.ca
(905) 549-8463 or (905)517-3741
www.vine.on.ca
Offices in Hamilton, Burlington and
Kitchener