Many
accountants that we speak to get lots of their clients coming
to them with a new idea and are seeking to put together
cash flows and business plans.
The best advice you can give to a client like this is to
ask them one simple but very effective question.
What have you done to protect your idea?
If they have done nothing, then all the financial calculations
in the world will come to nothing if their idea is stolen
away from them…or if someone else does it first.
Ask them to contact us and we will protect their idea
for just £65 within a few days. We can also show
them how to get legal expenses insurance so that if someone
does “steal” their idea they will have a legal
war chest to fight them in the courts…..if it ever
came to that.
Below are some other questions from accountants
Q: How do I place a value on my company’s Copyright
or intellectual property?
A: In reality, valuing a business is much more of an art
than a science. The most widely accepted value will be
defined by how reasonable the figure is relative to the
assumptions used in the analysis.
Most financial professionals will admit there's as much
qualitative input as there is quantitative number-crunching
when it comes to performing valuations. Even when two valuators
do agree on the methodology, they may vary on the assumptions
used in that model and then arrive at very different values
for the firm. So it requires a blend of pro forma cash flows,
tangible assets, financial and industry ratios, earnings
multiples and a wide range of "comps," all shaded
by investor sentiment, personal gut feeling and a healthy
dose of reasonableness.
Let's
look at two perspectives in the context of one of our recent
deals. A newly launched design, manufacturing and distribution
company had fewer than 30 employees and had never done more
than £425,000 in sales in any of its first three years.
However, the business began to book a steady stream of new
contracts for OEM custom component parts, and applications
systems and devices to keep company operations running strong
over the next few years.
Based
on the recent flurry of new potential sales, the growth
curve was plotted for the next four years, and it was somewhere
in the range of 20 percent per quarter. In order to support
this ramped-up scale, the facilities, IT capabilities, personnel
and communications systems needed significant upgrades of
around £1.2 million. A partnership of two angel investors
and a smaller venture capital firm were approached, and
within two weeks, they showed interest in funding the deal
through an equity stake.
The
potential investors hired a private firm to do a valuation,
and we performed a competing valuation for our client. Later,
we met at the negotiating table to talk about the industry
prospects, the entrepreneurs and key management team's background,
the company's innovative, Copyright and patented new designs,
and the overall sales prospects. When we sat down, we were
separated by a factor of more than 30 percent. (Our value
was 30 percent higher than their value.) To further complicate
things, our client already thought that my value was less
than half of what it should be.
Valuation
can be derived from any combination of the following eight
models:
-
Net assets after all debts are excluded
- Net
liquidation at fair market pricing
- Replacement
costs at existing market levels
- Adjusted
goodwill on excess earnings
- Recent
comparable sale price
- Comparable
public company price
- Comparable
price-earnings multiple
- Present
value of after-tax cash flow
- Value
of patents and other IP
We
prefer to start with the discounted present value of the
after-tax cash flow and compare that to recent sales of
similar firms. Then I look at the market capitalisation
of similar publicly traded firms and similar industry PE
multiples. The combination of these three should be reasonable
and make sense for both parties. But one of our close business
associates has often said, "The correct valuation is
the one the capital provider will agree to."
Be
sure the valuation passes the critical test of reasonableness.
Does the value accurately reflect the company, industry-risks
and expected returns for the future? Whatever you come up
with determines how much equity you'll relinquish to the
funding group and how much stock you'll have left for subsequent
rounds of growth capital in the future. Strong sales and
profit results in the next few months will strengthen my
position on the value of the company described in the example
above during future deal talks. Poor performance in the
coming months will make my value appear far too optimistic.
Concessions on valuation might be necessary to keep forward
momentum in your operations, but in the end, make sure the
final value truly makes sense.
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