When selling or buying a company, how to "estimate" how much the company is worth?

In the process of company merger and acquisition, the acquired party wants to sell more, and the acquirer wants to spend less.

But whether to buy more or spend less, both sides should have a reliable basis in the game.

How to determine a relatively reasonable company value is a key point for both parties.

Company valuation refers to the evaluation of the company's value, which is a process of analyzing and estimating the comprehensive assets and equity value of the company.

At present, the international evaluation methods are mainly divided into three categories: income method, cost method and market method, which are also widely recognized and adopted in China's practice.

1. cost method

Cost method refers to determining the value of enterprise assets and liabilities through reasonable evaluation on the basis of the balance sheet of the target company.

Generally speaking, it is the replacement price of assets, or the price of buying substitutes for the same purpose. Therefore, the main valuation method of cost method is replacement cost method.

Replacement cost method:

On the basis of checking and verifying all assets, evaluate all identifiable assets one by one to confirm whether the enterprise has goodwill or economic losses.

The evaluation value of enterprise value can be obtained by adding up the goodwill of the enterprise, or adding up the evaluation values of individual identifiable assets and subtracting the economic losses.

The most basic principle of replacement cost method is similar to equation 1+ 1=2, and enterprise value is the simple addition of assets.

The advantages of this method are outstanding, concise and easy to operate.

But at the same time, the shortcomings are obvious: the future growth of the company and the cash flow it can bring are not considered; At the same time, the synergistic effect and scale effect between different assets are ignored.

Because in the process of enterprise operation, it is often 1+ 1 > 2, and the overall value of the enterprise is greater than the sum of the individual asset evaluation values.

According to the past practical experience, the replacement cost method is generally used in the process of state-owned enterprise restructuring, and will be traded with reference to the evaluation value of enterprise net assets.

Because many Internet companies are light asset company, relying on ideas or models, they are worthless from the perspective of assets.

Therefore, light asset company, including Internet companies, rarely uses the cost method for valuation, and uses the market method or income method for valuation, which can better highlight its growth and future cash flow.

2. Market rules

Market method is to compare the object of evaluation with asset transactions (such as enterprises, shareholders' equity, securities, etc.). ) can be used for reference by enterprises or have been traded in the market to determine the value of the appraisal object.

The principle is: suppose that in a complete market, similar assets will have similar transaction prices.

The commonly used methods in market law include reference enterprise comparison method, merger case comparison method and price-earnings ratio method.

Refer to enterprise comparison method and merger case comparison method:

By comparing and analyzing the financial and business data of the benchmark object of the evaluated enterprise in the same industry or similar industries and positions, the value of the evaluated object can be obtained by multiplying it by an appropriate value ratio or economic index.

However, in reality, it is difficult to find the same or similar benchmark object as the evaluated enterprise, and the empirical data available for reference is very limited.

Therefore, it will have a certain impact on the accuracy of the evaluation results, but in the era of big data, the collection and application of big data will help to improve the accuracy of the evaluation results.

Price-earnings ratio multiplier method: the stock price of the evaluated enterprise = the average price-earnings ratio of the same type of company, and the earnings per share of the evaluated enterprise.

It is specifically aimed at the value evaluation of listed companies.

For example, if the earnings per share of a company listed on GEM is 1 yuan, and the average P/E ratio of listed companies of the same type is 30 times, then its price per share is 30 yuan.

In practice, many acquisitions of non-listed companies will also refer to this method.

The advantage of this method is that there are references and data.

However, the acquired company is not a listed company after all, and there is no basis for the corresponding valuation discount and how much discount to make.

Therefore, this valuation method can be used as a reference to compare and confirm with the income method, and the final valuation is determined through consultation.

3. Income method

Income method is to calculate the present value of assets according to their future income and its calculation formula.

In other words, the present value of an asset is determined according to its future earnings.

The main methods of income method are cash flow discount method (DCF), internal rate of return method (IRR), CAPM model and EVA valuation method.

In practice, this method needs to rely on the calculation of the company's future cash flow and income.

This valuation method takes into account the company's future growth and future value factors, and is very suitable for high-growth companies such as the Internet and high technology.

So in general, the valuation will be higher.

The disadvantage is that the company's future cash flow and income are calculated, and whether it can be realized is affected by many factors and there is great uncertainty.

If the valuation is high, especially if the original shareholders want to keep some shares in the acquired company, investors will ask for gambling.

As an investor, you can spend a lot of money to buy a company, but the acquired party must promise to achieve the performance that supports this price, that is, the future cash flow and income.

If it can't be realized, the original shareholders should compensate part of the equity to the investors, that is to say, if the gambling fails, the founder will lose part of the equity or even be completely out.

There are four different stages of enterprise development: initial stage, growth stage, maturity stage and decline stage.

From the practical experience, the valuation in the initial stage is the most difficult, followed by the growth stage, and the maturity stage is the simplest.

For start-up enterprises, I would like to introduce the valuation methods used in practical links:

1 5 million yuan upper limit method

This approach requires not to invest in startups with a valuation of more than 5 million yuan.

When the value of the enterprise is certain at the time of withdrawal, the higher the price of the enterprise at the time of initial investment, the lower the income of angel investors, and it is difficult to obtain considerable profits when it exceeds 5 million yuan.

2. Bok's Law

This method was pioneered by American bocks. The typical practice is to evaluate the invested enterprise according to the following formula:

A good idea is 6,543,800 yuan.

A good profit model is 6,543,800 yuan.

Excellent management team: 6,543.8+0,000-2,000,000 yuan,

Excellent board of directors: 6,543,800 yuan+0,000 yuan,

The huge product prospect is 1 10,000 yuan.

Together, the value of a startup company is 6.5438+0 million yuan-6 million yuan.

This valuation method clearly shows the relationship between the value of start-ups and various intangible assets, and it is simple and relatively reasonable.