If you are the owner of a construction company, you probably do not need a balance sheet to tell you that your company owns significant assets. On daily basis, you are surrounded by heavy machinery, vehicles, real estate and so forth. Yet somehow, when it comes to valuing your business, these assets are often marginalized or forgotten altogether. Why is that?
An example may help illustrate the issue. Many of our readers own rental properties, and if you ask them, they will probably tell you that a major reason for the investment was the opportunity to generate some extra cash flow over time. Of course, an investment’s ability to generate cash flow is a key component in determining its value (for more information on this, read our explanation of the income approach to valuation – capitalization of cash flow method). For the rental property owner, however, an owner may also derive value from the property based on the price that a buyer would pay to acquire the property (as opposed to its stream of expected future cash flows). In lieu of projected cash flows, factors such as location, property condition, economic conditions, and even mortgage rates can dramatically impact the property’s actual value. These metrics (cash flow and asset value) can drive meaningful yet divergent values of the property.
In a situation where the value of the cash flows far exceeds the expected sales price of the asset, the owner of the property (and any potential buyer of that property) would most likely focus on the property’s ability to generate cash flows as opposed to the asset value. The opposite should also hold true. Therefore, the dismissal of the asset value in favor of the value indicated by an income-approach may explain why your construction company valuation may appear to “forget” the assets. The issue is, if the value of the business under the asset-based approach is higher than the income-based value, yet the asset-based value is dismissed, the company may wind up being undervalued.
When applying an asset-based approach to valuing a construction business (such as the adjusted net asset method), the valuator computes the net value of all assets less all liabilities of the company. These assets may be tangible (e.g., machinery, equipment, receivables, work in progress) or intangible (e.g., customer relationships, project backlog, name recognition, subcontractor/vendor relationships). Tangible assets like machinery and equipment, which the company may have accumulated over many years, must be considered through the prism of “fair market value” (as opposed to depreciated levels as reported on the company’s books). In order to adjust these assets from book value to fair market value, appraisals of individual assets may be appropriate, which can add cost to the valuation project.
What about intangible assets, though? Since the values of intangible assets are typically derived through income- and market-based methods, their value is already embedded in income- and market-based approaches to valuing the business. Therefore, if a company has not demonstrated the ability to generate cash flows sufficient to generate a value of the business under an income- or market-based approach that is greater than the value indicated by the asset-based approach, it stands to reason that these underlying intangibles may have little to no value.
After analyzing the company’s assets, the valuator moves on to liabilities. Liabilities may be recorded on the books at a value that resembles fair market value (e.g., payables and, in many cases, bank debt). Complicating the matter, however, are unrecorded liabilities. Because accounting requirements do not require every potential liability to be recorded on the enterprise’s books, there may be meaningful unrecorded liabilities such as regulatory claims (e.g., an unresolved IRS audit), legal disputes (e.g., litigation against the company) or, in the case of union contractors, multi-employer benefit plan withdrawal liabilities. While not recorded on the books, these claims and contingent liabilities may have a significant impact on a hypothetical buyer’s perception of the value of the business. Valuation of these contingent liabilities may involve complex modeling. Therefore, these items should be given careful consideration.
As discussed above, the asset-based approach may have been “forgotten” in your construction company’s valuation. You need to find out…was it properly considered and dismissed because income- and market-based approaches indicated a higher value? If so, the valuation report should indicate that. On the other hand, if the asset approach was ignored without any explanation (or not given any weight, even though its value was higher than the income- and market-based approaches applied), it may be worth a conversation with your valuator to better understand his/her basis for doing so, as the resultant valuation conclusion may be `off the mark.
For more information about construction company valuations, email Dan Golish or call us at 440-449-6800.