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Business Valuations: Comprehensive Reference Guide QUINN M&A Mergers & Acquisitions

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Page 1: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Business Valuations: Comprehensive Reference Guide

Quinn M&AMergers & Acquisitions

Page 2: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Contents03 | Business Valuations: A General Overview

Why Get a Business Valuation?

What Should a Business Valuer Consider

When Forming Their Opinion?

Who Can Value a Business?

04 | Business Valuations: Key Considerations

Real Property Leases

Employee Matters

Customers and Client Considerations

Supplier Considerations

General Economic Matters

Personal Goodwill of Directors and Shareholders

Financial Matters

Valuation Methodologies

13 | Industry Specific Issues

Medical Practices

Professional Practices

Building and Construction Businesses

Franchises

Manufacturing Businesses

Wholesale Businesses

Road Transport Businesses

Aged Care Facilities

18 | Quinn M&A

Who We Are

Valuation Services

Our Directors

22 | Limitation of Liability

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Page 3: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Business Valuations: A General OverviewBusiness valuations are expert reports providing comprehensive yet concise guidance on the value of

a business, clearly explaining the rationale and methods used in determining the business’ value.

Business valuations are designed to be user friendly and compiled with the end purpose firmly in

mind. On this basis, business valuations compiled for use in the courts may take a different format to

those written for confidential use by business owners for the purpose of planning for the future.

Why Get a Business Valuation?

Business valuations are required for a range of different purposes including:

Business sales

Share transfers

Planning for the future

Partnership disputes

Family law matters

Estate planning

What Should A Business Valuer Consider When Forming Their Opinion?

Business valuers should consider all manner of financial, non-financial (including but not limited to

operational matters, contracts, employees, suppliers and customers), industry and broader economic

factors in forming a justified and defendable opinion of value.

Who Can Value A Business?

Business valuers should have sufficient experience and expertise enabling them to provide logical

and defendable valuation advice.

Although there are no licensing requirements for business valuers offering their services in New

South Wales, it is imperative that your valuer has completed education relating specifically to valuation

matters. Such education can be completed through accounting bodies (including the Institute of

Chartered Accountants) and the peak industry body for Business Brokers, the Australian Institute of

Business Brokers.

Evaluating merger synergies

Insurance claims

Business loan requirements

Company restructures

Taxation purposes

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Page 4: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Business Valuations: Key ConsiderationsRegardless of the industry or business type, there are a number of key considerations that have

almost universal applicability to the value of all businesses.

The considerations discussed below have a direct impact on the risk profile of most businesses and

accordingly, the value of most businesses.

Real Property LeasesBusiness arrangements concerning leases for real property will generally have a major impact on

the risk profile of a business. Key items that should be reviewed as part of a valuation are discussed

below.

Length of Lease

The timeframe remaining on a lease can have a major impact on the value of a business. If the

remaining term on a real property lease is quite short a risk may exist to the future operation of the

business beyond the remaining term of the lease. Further, the business may encounter costs should

there be a requirement for the business to be relocated. Risks such as these often discount business

values.

Restrictive Covenant Clauses

Consideration should be given to any restrictive covenant clauses contained within real property

leases. One of the most common such clauses is a demolition clause, which generally allows a

landlord to demand that a tenant vacates leased property under certain terms.

Clauses such as these should be assessed on a case-by-case basis, however they can present a

major risk to businesses where they exist and accordingly, can mean that business values will be

discounted.

Related Parties

Oftentimes, businesses will lease real property from a related party. An assessment should be made

as to the commerciality of rent being paid by the business to the related party – If the rent is not in

line with market norms, an adjustment will be required.

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Page 5: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Employee MattersAll business owners understand that good employees are vital to the success of their business.

Quality employees take responsibility, build strong relationships with staff and suppliers and inspire

other staff members to put in their best efforts at work.

Many business owners have also experienced the damage and havoc that can be caused by one or

two rogue staff members.

Based on this, the quality and reliability of a business’ employees will have a direct impact on the

value of a business.

Key considerations that should be made with relation to a business’ employees are outlined below.

Roles and responsibilities

What roles and responsibilities do individual employees have in the business? Further, What degree

of cross training exists between different employees? This is especially important for employees

who take on managerial responsibility or team leadership roles and for employees with unique and

important relationships with customers or suppliers.

In circumstances where there are employees who play a unique role within a business with limited

capabilities amongst other employees or in the broader job market to assume those responsibilities in

an effective manner, a notable risk exists to the business’ future performance. Should the employee

exit the business, key skills may be lost and customer or supplier relationships may be fractured.

Accordingly, these risks will likely have a negative impact on the business’ value.

Risk of exit

What is the likelihood of employees exiting the business? Normally when assessing this it is important

to consider:

Employee turnover data: That is, on average how long will an employee stay with the business,

and what percentage of employees generally exit the business on an annual basis? These

measures help in making an assessment of the chances of employees leaving in the near

future, as well as the likely number of employees to do so. If employee turnover is quite high

compared to similar businesses, there may be a negative impact on the enterprise’s value.

Age of employees: How many employees are approaching retirement age? What is known

about individual employee’s plans for the future? If key employees are approaching retirement

age, there may be a negative impact on the business’ value.

Promotion and career advancement opportunities: What opportunities can the business

offer to skilled and talented team members? What is the chance that capable and experienced

employees will leave the company to further advance their career? This is a difficult factor to

measure, however careful analysis of key personnel is required in order to measure what risks

may exist.

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Page 6: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Customer and Client ConsiderationsA business’ customer or client base can impact on the value of the enterprise. Key considerations

that should be made with relation to a business’ customer and client make-up are discussed in detail

below.

Spread of Customers

Businesses that have a few major customers that make up a large portion of their annual revenue

can be rather risky. It’s useful to assess each major customer on a case-by case basis, and give

consideration to the nature of the business’ industry when assessing the impact of such risks.

Contracts and Relationships

Customer contracts should be assessed on the basis of their materiality, the term remaining, and the

strength of exit penalties. Often, long-term customers will not be retained on a contract basis - they

simply remain with the business owing to a strong relationship.

Where customers remain with a business on a relationship basis only (that is, no formal contract in

place), an examination of the nature of the relationship should be made. Is the relationship with the

owner of the business? Could a salesperson in the business take the relationship with them to a

competing firm? These relationships should be assessed on a case-by-case basis.

Supplier ConsiderationsThe strength or weakness of a business’ supplier base will greatly impact on the business’ value.

Does the business have the freedom to choose from a multitude of similar suppliers with similar

products or services, or are they tied to one or two key suppliers.

When a business is tied to one or two key suppliers, with limited opportunity to source goods or

services elsewhere an assessment of those supplier’s stability, in conjunction with an assessment of

risks contained within supply agreements is needed in order to determine the impact on the business’

value.

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Page 7: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

General Economic MattersWhat is the current state of the economy? What will the economy look like in the foreseeable future?

Macro-economic factors will likely impact on the stability and success of businesses throughout the

broader economy, and should be accounted for in any business valuation.

Personal Goodwill of Directors and ShareholdersHow integral are the Directors and Shareholders of a business to that business’ success?

‘Owner-operator’ businesses where one or two working proprietors hold a significant amount of non-

transferrable knowledge are generally difficult to sell in the marketplace, meaning their values are

normally discounted.

On the other hand, businesses with a strong management structure in place, and proven systems and

procedures are often easier to transact in the marketplace and generally attract a premium among

business buyers demonstrating a positive impact to business values.

Financial MattersAt its simplest level, the valuation of a business is the value of the future cash flows the business

can generate. For most small to medium sized businesses, it is generally (but not always) assumed

that ‘past financial performance (or earnings) are an indicator of future financial performance (or

earnings)’.

In consideration of this, the way in which a business’ earnings are measured is of fundamental

importance when assessing the value of a business. For many businesses, the reported net profit (as

shown in the profit and loss statement) is a poor measure or gauge of the business’ real commercial

earnings and performance. Accordingly, in order to assess the business’ true commercial earnings

a number of adjustments (or add-backs) need to be made. These adjustments may be made in

consideration of a number of items, including:

Abnormal expenses or incomes (for example, one-off legal fees incurred by the business)

Non-commercial expenses (for example, motor vehicles owned by the business, however used

by the shareholders for purposes other than operating the business)

Related party transactions (for example, management fees paid to a company also controlled

by the shareholders of the business under analysis)

Beyond those adjustments (or add-backs) detailed above, consideration should be made as to the

best measure of earnings for the business based on its industry, reliance on capital assets and size.

Outlined below are the four most common measures of earnings that are applied when assessing the

value of small to medium sized businesses, with commentary provided on their applicability to various

industries and business types.

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Page 8: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

PEBIT

PEBIT is Proprietor’s Earnings Before Interest and Tax. In practicality, this means it is a measure

of what the business is reasonably assessed to return in total earnings to one working proprietor

(including their salary and superannuation) after making standard adjustments (or add-backs) and

after removing interest expenses.

This measure of earnings is mostly applicable to small businesses with revenues of under $1

million, where the proprietor plays an active role in the day-to-day operation of the business. Further,

businesses that lend themselves to a PEBIT measure of earnings normally have a requirement for

regular upgrades of their physical asset base.

A good example of a business that would be suited to PEBIT as a measurement of earnings would

be a small trucking business operated by an owner-driver.

PEBITDA

PEBITDA is Proprietor’s Earnings Before Interest, Tax, Depreciation and Amortisation. In essence, this

measure of earnings is the same as PEBIT, however depreciation and amortisation expenses are also

removed during the adjustment (or add-back) process.

As with PEBIT, this measure of earnings is mostly applicable to small businesses with revenues of

under $1 million, where the proprietor plays an active role in the day-to-day operation of the business.

In contrast to PEBIT however, PEBITDA is generally used in circumstances where there is limited

need to constantly update physical assets that are used by the business.

A good example of a business that would be suited to PEBITDA as a measurement of earnings

would be a small HR consultancy business which is operated out of a small office with minimal use of

physical assets.

EBITDA

EBITDA is Earnings Before Interest, Tax, Depreciation and Amortisation. This measurement is

identical to PEBITDA, however it includes a market salary and superannuation expense for the role of

the working proprietor.

EBITDA is mainly applicable to businesses with revenues of over $1 million that do not have a major

reliance on physical assets.

A medium-sized accountancy practice would be well suited to EBITDA as a measurement of its

earnings.

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Page 9: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

EBIT

EBIT is Earnings Before Interest and Tax. This measurement is identical to PEBIT, however includes a

market salary and superannuation expense for the role of the working proprietor.

This measure of earnings is generally most applicable to larger businesses (with revenues of over $1

million) that have a large physical asset base integral to the day-to-day performance of the enterprise.

A great example would be a truck company that relies on a large fleet of trucks that need to be

updated periodically in order for the business to continue to trade.

Putting it All Together

The following example shows each measure of earnings detailed above in its application to a

hypothetical business’ profit and loss statement:

Income Type/Adjustments $

Income....................................................................................................................................................................500,000

LESS Operating Expenses .................................................................................................................. 300,000

Reported Net Profit Before Tax ........................................................................................................200,000

PLUS Adjustments (Add-Backs) ........................................................................................................50,000

PLUS Proprietor’s Salary and Superannuation .......................................................................50,000

PEBIT .................................................................................................................................................................... 300,000

PLUS Depreciation and Amortisation .............................................................................................50,000

PEBITDA .............................................................................................................................................................350,000

LESS Commercial Salary and Superannuation for Proprietor.................................110,000

EBITDA ................................................................................................................................................................ 240,000

LESS Depreciation and Amortisation .............................................................................................50,000

EBIT ........................................................................................................................................................................ 190,000

As can be seen, each measure of earnings presents a significantly different result with a gap of

$160,000 between the highest result and lowest result. Knowing which measure is most applicable

and accepted based on the business at hand will have a major impact on any assessments of

business value that are made.

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Page 10: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Valuation MethodologiesThere are several valuation methodologies that can be applied to the valuation of businesses. All are

attempts by various parties to find a model that best estimates the value of a business.

Some valuation methods are more accepted with some industries and business types than others. On

this basis, it is important that the valuation method used is consistent with:

What is generally accepted by the courts;

What is generally accepted by the market, and;

What is generally accepted by financial institutions.

Outlined below are a range of key valuation methodologies that can be applied to the valuation of

SMEs:

Discounted Cash Flow

Under this method, a business is valued on the future cash flows that will be generated by the

business. This valuation method assumes that the inherent value of a business is the sum of the

future free cash flow produced by the business and any terminal value expressed in present value

terms.

Discounted Cash Flow is a technically sound valuation method, however its application to the

valuation of SMEs can prove challenging as it is often difficult to reliably predict the future cashflows

that a SME will generate.

Capitalisation of Future Maintainable Earnings

One of the most commonly used valuation methods for SMEs, Capitalisation of Future Maintainable

Earnings makes an assessment of the value of a business through reviewing the expected,

sustainable profits of a business in conjunction with relevant risk factors.

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Net Asset Backing

Net Asset Backing is a simple business valuation method which calculates the value of a business on

the following basis:

Total Assets – Total Liabilities = Business Value

This valuation method is often unreliable and impractical, as it only relies on the contents of a

business’ financial statements.

Net Realisable Value

An extension of the Net Asset Backing method, Net Realisable Value calculates the value of a

business on the basis that all assets and liabilities of the business are converted to cash, with

the value of the business being the residual cash available after discharging all liabilities. The Net

Realisable Value method assumes that a business’ assets are discharged in an orderly fashion (rather

than a forced realisation of assets).

Replacement Cost

A variation of the Net Asset Backing method, Replacement Cost assumes the most appropriate way

to value a business is to assess the cost of replacing the assets and infrastructure necessary to

operate the business.

Liquidation Value

Similar to the Net Realisable Value method, Liquidation Value assesses the value of a business on the

basis that assets and liabilities are converted to cash. In contrast to Net Realisable Value, Liquidation

Value assumes that assets are to be realised in a limited time period, which generally results in a

discount to the value of the assets of the business.

Capitalisation of Dividends

This method assumes that the value of an entity can be determined with reference to the income

stream generated for shareholders through the dividends paid. Similar to Capitalisation of Future

Maintainable Earnings, this method assesses the income stream generated for shareholders through

dividends paid in conjunction with the risks to that income stream.

This method is not widely used, however can be applicable to valuing the interests of a minority

shareholder in isolation.

Return on Investment

This method applies similar concepts to the Capitalisation of Dividends method, however takes into

account the overall return on investment available from an asset, rather than just the income stream.

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Page 12: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Rule of Thumb Methods

Rule of Thumb valuation methods are simple business valuation methods that often link the value

of a business to a clear, measurable factor (for example weekly revenue). For many business

types, including accounting firms, real estate agencies and supermarkets, Rule of Thumb valuation

methods are widely accepted in the market, and therefore should often be considered when valuing a

business.

Comparable Market Transactions

This method of business valuation establishes the value of a business by referencing transaction data

from the sale and purchase of similar businesses. In doing so, it assumes that:

The businesses under consideration are reasonably comparable;

There is a reasonable level of market activity in the sale of these businesses, and;

The information about the transaction prices is readily available.

Cost to Create

Generally used in the valuation of micro-businesses and start-up businesses, this methodology relies

on the premise that it is often easier, cheaper and/or simpler to acquire a business than establishing

a new business. On this basis, the Cost to Create valuation methodology will normally rely on the

value of the tangible assets of a business, plus a minor premium in consideration of the convenience

and time-benefit offered to purchasers through acquiring a business instead of establishing a new

business.

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Page 13: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Although no two businesses are the same, within industry groups there are often specific

considerations that impact on business values.

Below, a number of key industries are discussed, with comment provided on common valuation

concerns for each.

Medical PracticesService Entities

Often, medical practices will utilise so-called service entities, which are closely held companies

that provide staff, provide consumables and hold assets for use by the medical practice, charging

the practice a management fee to do so. These entities are often established for tax minimisation

purposes and from a practical perspective are not trading entities.

It is important that valuations of medical practices allow for such arrangements, that management

fees charged by service entities are added-back as part of the financial analysis process and that

service entities are included within the scope of a medical practice valuation.

Goodwill

Given the specialist nature of medical practices, it is important for consideration to be given to

the true, transferrable value of goodwill. Some general medical practices are quite transferrable in

the business sales market, meaning it makes sense for goodwill to comprise a reasonable part of

the practice’s value. For some specialist practices however, the unique, specialist skill set of the

professional who owns the practice can mean goodwill holds minimal value.

In any case, it is important that valuers to consider the purpose of the valuation in determining how to

treat goodwill when valuing medical practices.

Industry Specific Issues

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Page 14: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Professional PracticesRule of Thumb Methods

For many professional practices, including accounting firms, law firms and financial planning practices

a number of ‘Rule of Thumb’ methods are well accepted by the market. On this basis, it is important

for valuers to consider these methods.

It is important that any application of Rule of Thumb methods is done so carefully and logically when

valuing a business. Further, any application of a Rule of Thumb method should be checked against

more traditional valuation methods.

Personal Goodwill of Owners

Personal goodwill is the portion of a business’ value attributed to the knowledge, relationships and

skills of an owner. Often, the market does not value this personal goodwill, and accordingly, high

levels of personal goodwill can contribute to low levels of business goodwill.

For professional practices, including accounting firms and law firms, consideration should be given as

to the impact of personal goodwill on the value of a practice.

Building and Construction BusinessesWork in Progress

Work in Progress (WIP) is the sum of all costs put into the production process to manufacture

products or deliver services that are partially completed and not yet invoiced. WIP refers to raw

materials, labour and overhead costs incurred at various stages of the production process. WIP is a

component of the inventory asset account on the balance sheet, and these costs are transferred to

the finished goods account and eventually to cost of sales.

WIP presents value to a business, however often this value is difficult to quantify due to poor

reporting. Where WIP is a major component of the likely value, it is important that valuers clearly

explain the basis on which WIP is valued as part of the business valuation.

Cyclical Nature of Industry

By their very nature, building and construction businesses are often quite cyclical. It is important for

valuations of these businesses to consider what impact this will have on the business from both a

profitability perspective and a cash flow point of view.

The cyclical nature of building and construction businesses also means that it is often vital for

valuers to consider averaging the earnings of a business over multiple periods when completing their

valuation calculations.

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Page 15: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

FranchisesTerms of Franchise Agreement

A number of key terms contained within franchise agreements will often impact on the value of

these businesses. Importantly, consideration should be given to the expiry date of the agreement, any

prescribed valuation methods dictated within the agreement, methods of sale that must be adhered

to, and requirements on franchisees to make capital investments.

Transaction Considerations

Valuations of franchise businesses should also consider how the market for franchise businesses

impacts on the values of these businesses.

Often, a strict vetting process is put in place by franchisors, meaning only select buyers who meet

certain criteria are permitted to buy a franchise businesses. This can create a distorted market place

for these businesses, impacting on the value of franchise businesses.

Further, for some franchises, it is easier for business buyers to gain debt financing in the form of

bank loans to buy these businesses. Valuations of franchise businesses should consider how this will

impact on the value of such businesses.

Manufacturing BusinessesCapital Investments

Consideration should be made of any likely future capital investments required by the business.

These capital investments could be required for asset upgrades or to purchase new assets. Capital

investments such as these will impact on cash flows and potentially on long-term profits with this

impact extending to the value of these businesses.

Product Lifecycles

The stage of a product’s lifecycle can impact on the value of manufacturing businesses. Businesses

manufacturing products that are growing in adoption in the market are often valued at a premium to

those businesses that manufacture products that are used less and less by consumers or becoming

redundant.

When considering the stage of a product’s lifecycle, it is valuable for the risk of technology or

innovation shock to be assessed as this can also impact on the value of manufacturing businesses.

Supply of Key Inputs

What risks exist to a business’ supply chain? Are there secure supply arrangements in place with key

input suppliers? Does a business rely on niche suppliers with minimal opportunity to source inputs

elsewhere? These risks should be considered when valuing manufacturing businesses.

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Page 16: Business Valuations - Quinn M&A · 2019-02-14 · Business valuations are expert reports providing comprehensive yet concise guidance on the value of a business, clearly explaining

Wholesale BusinessesContracts

Valuations of wholesale businesses should carefully analyse the nature of supply agreements in

place. Often a question will be asked: what is more valuable – a formal supply contract or a hand

shake arrangement? The answer lies in a consideration of the specific circumstances. These factors

impact greatly on the risk profile of wholesale businesses, and accordingly on their value.

Exchange Rate Impacts

Wholesale businesses that rely on import or export markets are accordingly affected by exchange

rate fluctuations. When considering the value of such businesses, it is vital that the risk of exchange

rate fluctuations (either positive or negative) are carefully dealt with as they will have a direct impact

on the cost of goods to a business, and that business’ future profitability which is a key driver of

values.

Road Transport BusinessesQuality and Maintenance of Fleet

Given the nature of road transport, it’s no surprise that the value of physical assets held by

businesses in this industry (especially the fleet value), generally contributes heavily to the value of

the business. On this basis, it is often vital for an expert plant and equipment valuer to be engaged to

provide their opinion of the value of the business’ fleet.

Further, businesses that operate old vehicle fleets that are poorly maintained will often be valued at a

discount to those businesses that operate new fleets of vehicles that are well maintained.

Personal Goodwill of Directors and Shareholders

‘Owner-operator’ businesses where one or two working proprietors hold a significant amount of non-

transferrable knowledge are generally difficult to sell in the marketplace, meaning their values are

normally discounted.

On the other hand, businesses with a strong management structure in place, and proven systems and

procedures are often easier to transact in the marketplace, and generally attract a premium among

business buyers demonstrating a positive impact to business values.

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Aged Care FacilitiesEBITDA Per Bed

A common metric used when determining the value of aged care facilities is a measure of EBITDA

per bed. Essentially, this metric is a powerful tool for determining the financial performance of an

aged care business, relative to the number of beds in that aged care business.

Geographical Area

Aged care businesses that are located with a high or growing proportion of ageing residents will

generally have stronger future growth prospects that those located in areas with low or declining

proportions of ageing residents. On this basis, aged care businesses that are located in areas with a

high or growing proportion of ageing residents are generally valued at a premium to those aged care

businesses that are located in areas with a low or declining proportion of ageing residents.

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Who We AreQuinn M&A are a Sydney-based M&A firm, with significant experience in advising clients on the sale,

acquisition, merger and valuation of medium-sized, private companies.

Quinn M&A is led by its driven Directors Michael Quinn and Stephen Groves, who together lead an

expert team of transactional advisors and business and company valuation specialists.

Providing the Total Solution

With seven convenient office locations on the East Coast of Australia, Quinn M&A focus on delivering

comprehensive, market leading advisory and deal execution services for businesses and companies

with an enterprise value of between $1 million and $50 million.

Our expert advisors, understand that the needs of every client will differ. Accordingly we always

ensure that our advice is moulded to suit your unique needs.

At Quinn M&A our dedicated team can provide you with advice in the following areas:

Business sales, acquisitions and mergers (advice and execution)

Business and company valuations

Exit planning advice and strategies

Due diligence advice

Specialist taxation advice

All legal requirements

Quinn M&A

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Valuation ServicesQuinn M&A are qualified and experienced business and company valuers, with the expertise to

complete valuations for a range of different industries and business types.

All business and company valuations produced by Quinn M&A are done so independently and at arms

length, meaning they are trusted by third parties including the courts and financial institutions.

Our valuations go beyond financial data, taking into consideration non-financial considerations

including a business’ customer characteristics, geographical spread, competitors and owner

involvement amongst others. Further, Quinn M&A’s valuations are supported by our real market

business sales knowledge and experience. We also have access to a range of different industry

databases and information resources to back up our valuations with solid evidence.

Quinn M&A completes all business valuations in line with the relevant international accounting

standards, meaning our business valuations are logical, sequential and defendable.

Our Process

1. Understand Your Needs

This generally involves an initial consultation with you to determine your specific requirements,

including details such as:

The purpose of the valuation (E.g. family law litigation)

What information we can access

Special circumstances, challenges and restrictions

Deadlines and desired timeframes

2. Engagement

Following our initial consultation, we will issue a fixed-fee quote for our services, in line with our

estimated time and costs to complete the engagement. As part of this, clients are issued with a Letter

of Engagement, outlining the purpose and scope of the valuation, as well as all fees and terms of the

engagement.

3. Discovery

As part of this process, we require clients to provide us with a comprehensive set of documents and

records relevant to the business or company that is to be valued. We will also complete a physical

inspection of your business, and require you to complete a disclosure statement. We may also

conduct interviews with key personnel including Shareholders, Directors and management.

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4. Comprehensive Research and Analysis

We scrutinise and review all information supplied to us by our clients, and source third party data to

assist us in our analysis. This process includes:

Reviewing market business sales data unique to your industry

Analysing and adjusting business and company financial statements

Reviewing and assessing non-financial items, including leases, customer profiles and

other risk factors

Researching and analysing external market factors

5. Applying Appropriate Valuation Methods

Based on your needs and circumstances, we will select the most appropriate valuation method. Some

of the valuation methods we use include:

Market-based approach

Capitalisation of earnings

Discounted cash flow methods

Rules of thumb

6. Producing a Comprehensive, Logical and Defendable Valuation Report

Our comprehensive valuation reports are designed to be user-friendly and easily understood.

Our reports clearly explain the basis for our valuation, and the methods applied, inclusive of any

assumptions made.

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Our Directors

B.Com, LLB, MAppFin, MBA, FCA, CTA, FAICD, FFin, FAIM, ACIS, ACIM

Director

Michael has 30 years’ experience as a Chartered Accountant and over 20 years as a practising Lawyer. He is the Director and Co-Founder of The Quinn Group.

Michael began his career with Deloittes in 1978. He graduated from the University of NSW with a Commerce degree in 1982 and earned his qualification as a Chartered Accountant in 1984. Michael studied Law, and was admitted as a Solicitor in the Supreme Court of NSW in 1995.

Michael has extensive experience in producing defendable business valuation reports for family law matters, and is frequently called on as an expert witness in a range of matters of varying size and complexity.

B.Com, RBV, CPBB, MAIBB

Director

Stephen is an experienced transactional advisor and business valuation expert, engaging with clients across a broad range of industries. Stephen holds and Bachelor of Commerce, and is a Registered Business Valuer.

Stephen can act as both a single expert and a shadow expert. Stephen’s valuation advice is strongly supported by his significant transactional advisory experience. Stephen’s valuation reports adhere to the relevant international accounting standards, meaning they are logical, sequential and defendable.

Stephen Groves

Michael Quinn

T +612 9223 9166 M +61 418 276 633 E [email protected]

T +612 9223 9166 M +61 418 375 633 E [email protected]

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Quinn M & A Pty Ltd does not warrant or make any representations regarding the use or the results

of the use of the materials in this document in terms of their correctness, accuracy, reliability, or

otherwise.

The contents of this document should be used as a general guide only. Each business and matter

is unique, and accordingly all comments, guides and information supplied in this document should

never be used in lieu of a formal Business Valuation Report completed by an expert and experienced

business valuer.

Except where prohibited by law, Quinn M & A Pty Ltd will not be liable to you or any third party for

any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit,

loss of revenue, loss of goodwill, loss of customers, loss of capital, loss of or damage to reputation,

loss under or in relation to any contract, loss of anticipated savings or benefits suffered or incurred by

or awarded against you in any way connected with this document.

Limitation of Liability

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Quinn M&AMergers & Acquisitions

Phone: 1300 QUINNS (1300 784 667)International: +61 2 9223 9166

Email: [email protected] www.quinnma.com.au

PENSHURST3 Laycock RdPO Box 200

Penshurst NSW 2222Fax: (612) 9580 9196

PENRITHLevel 1,

331 High StreetPenrith NSW 2750

Fax: (612) 9223 9266

BRISBANELevel 19,

127 Creek StreetBrisbane QLD 4000

Fax: (612) 9223 9266

MELBOURNELevel 23,

127 Lonsdale StreetMelbourne VIC 3000

Fax: (612) 9223 9266

SYDNEY CBDLevel 12, 95 Pitt St

Sydney NSW 2000Fax: (612) 9223 9266

SUTHERLANDLevel 3, Endeavour House

3-5 Stapleton AvePO Box 161

Sutherland NSW 1499DX 4521 Sutherland

Fax: (612) 9223 9266

NEUTRAL BAYLevel 3, 156 Military RdNeutral Bay NSW 2089

PO Box 333Neutral Bay NSW 2089DX 21714 Neutral BayFax: (612) 9953 2105