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Value & ownership

Business value and share value are different questions

The short answer

Enterprise value describes the value of the operating business before allocating value between debt and equity holders. Equity value is the amount attributable to shareholders after relevant balance-sheet adjustments. The report should specify which value it concludes.

First identify what the number represents

An earnings-based calculation may value the business operations on a stated financing and working-capital basis. It does not, by itself, establish what all of the shares are worth or how much an individual owner will receive. Cash, borrowings, other claims and the scope of the assets included matter.

A useful report labels each stage. If a quoted value relates to the operations, describe it as such. If it relates to the shares, show the reconciliation. If it relates to a particular shareholding, also identify the rights and any separate analysis required for that interest.

A simplified enterprise-to-equity bridge

Assume an illustrative enterprise value of $900,000. The business has $80,000 of cash assessed as surplus to operating requirements and $230,000 of interest-bearing debt. Assume normal operating working capital is already included and there are no other adjustments.

The example is deliberately simplified. Lease treatment, tax balances, employee obligations, related-party loans and other assets or liabilities may need separate analysis. A transaction agreement can also define cash, debt and working capital differently.

Not all cash is automatically surplus

A business may hold cash immediately before payroll, stock purchases or a supplier settlement. Removing that cash could leave the buyer needing to put funds back in. Review the operating cycle, timing and assumed working-capital requirement before treating a bank balance as an additional asset.

Likewise, stock and receivables may already be part of the operating asset base assumed in enterprise value. Adding their full balance again can double count them. The valuation and any proposed sale terms must describe the same asset perimeter and level of operating resources.

Equity value is not the same as net sale proceeds

Even after arriving at an equity value, the owner’s eventual cash receipt can differ. Transaction costs, personal tax, deferred consideration, escrow, retained ownership and completion adjustments may affect proceeds. Those issues require the relevant transaction and tax advice.

For a shareholder exit, also separate the shares from any loan owed to or by that shareholder. A settlement may deal with both, but that does not make them the same asset. Ask for a schedule that traces the valuation conclusion through to the proposed transaction rather than treating one headline amount as every answer.

Apply it to your matter

A clear scope is the next step.

Discuss the business, purpose, valuation date and intended user with Jackson Wilson. Valuation Group is based in Double Bay and takes enquiries from Sydney and Australia-wide.

General educational information. Examples are hypothetical and do not value a real business. The appropriate treatment depends on the purpose, evidence and agreed scope.

A little more clarity

Good questions.
Straight answers.

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All questions and answers

Is enterprise value always larger than equity value?

No. Where surplus cash and other relevant assets exceed debt and other adjustments, equity value can be larger. The relationship depends on the balance sheet and valuation assumptions.

Is 25% of a company always worth 25% of its equity value?

A proportional calculation is a starting point, not always the conclusion. The share rights, restrictions, purpose and relevant agreement can affect the value of a particular holding.

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