Apex Fixup Inc. Business Valuation Report VIM 2/21/18 VIM Purpose of Report The Valuation “calculation report” is intended to provide an approximate “fair market value” of a business using technology based on actual comparable transactions. We provide a highly comprehensive service where each system is transparent and tested for positivity. We provide a system where a highly active database is used to find out past comparable data and calculate current data. Scope and Intended Use of the Report This is considered a calculation report, which is intended to provide an approximate indication of value based upon the performance of limited procedures. The scope is limited in that many factors affect the ultimate value of a business such as the international economy, may not have been reviewed as compared to the local economy and its implications. This is a calculation designed to give the user an efficient and cost-effective approach to determine a business’s fair market value. This estimate of value is a guideline and should not be construed as a replacement for a complete, comprehensive audit conducted by a licensed accountant. APEX FIXUP INC. VIM Type of Value. It is important that the user knows the difference between the two common standards of value: “Fair Market Value” - probable price at which a willing buyer will buy from a willing seller when (1) both are unrelated, (2) know the relevant facts, (3) neither is under any compulsion to buy or sell, and (4) all rights and benefit essential in (or attributable to) the item must have been included in the transfer, acting at arms-length in an open and unrestricted market. “Investment Value” - “the value to a particular investor based on individual investment requirements and expectations”. Most institutions (SBA, IRS, ERISA, IBBA) consider “fair market value” as the standard and is the output of this calculation report. Assets or Equity? It is also important that the user understand the difference between a “value of equity” (stock sale) vs the “value of assets” (asset sale). Most small business transactions are completed as asset sales, which typically include inventory, fixed assets, and intangible assets (goodwill). However, a stock sale is not uncommon and would include all assets and liabilities. In the Key Terms & Definitions There are a few key terms the user must know when reviewing this calculation report. In the real world, there are many variations on these basic structures. This report doesn’t take into consideration a particular type of sale, but what’s included in the sale (or value). For instance, an asset sale can include a certain amount of cash, A/R and assumption of liabilities; while a stock sale could include just inventory, fixed assets and goodwill. Control Lastly, it is important that the user understand the difference between a “control value” and a “non-controlling value”. Control refers to the ability to manage or control the business. A minority interest, by definition, does not have control. Minority interests in a business are typically worth less, often a lot less, than the proportionate share of the business. Ask yourself, would you buy a minority interest in a privately held company where you have no control? The value in this calculation report is a 100% controlling value. APEX FIXUP INC. VIM Company Profile Dashboard Contacts The Idea Company Full Name – Apex Fixup Incorporated The business is scalable Demand is validated and relatively strong Email – info@value-in.com IP designs and products secured Valuation as on 21/02/2018 International or Regional Expansion Planned Financial Report Date 31/12/2017 The Company The Team Legal framework (bylaws) in place Team committed full time Advisory board non-existent Business background with experience Start-up stage Have the technical knowledge Ministry License Active – Green Zone Have entrepreneurial experience Operating for 4 years Marketing Finance The channels/networks for marketing are active – social media and networking Consistent profitability Exit strategy has allowed for restructuring of assets The distribution is currently active with rapid plans of expansion Fair record of finances Good marketing and distribution Growth Potential Consistent Profitability Limited Market Operation Analysis APEX FIXUP INC. Assessment Encouraging signs to Invest Action VIM Company Profile Apex Fixup Incorporated Licensed in Year 2014 Located in Jeddah, Saudi Arabia Application-based operation Capital of SR203,023 Financial data and analysis based on 3 out of 4 years Core Business Description Maintenance and repair orders placed on web application, handy men delivered in minimal time Contracts active with major corporations and enterprises, organisations such as universities and colleges to fasten and customise services Percentage on each invoice Skilled manpower on order-based payroll Mission is to provide organic, sustainable solutions to maintenance needs and repairs Team Description 2 Founders 17 Employees Industry experience adds to 17 years for the labour force Past Entrepreneurial experience is of 2 years within the team Fully committed labour force Founders have had executive positions in the past Employees hired already have technical expertise Competition Description Target market: Estimated from customer profiling Level of competition: Private options available to both residential and commercial clients Competitive products are: Superior quality provided for minimal Marketing approach: Word of mouth and social media has been successful for promotion, expanding into online advertising APEX FIXUP INC. VIM Company Profile Ownership Composition Ahmed Faisal – 45% Ownership Ahmed Khalid Employees Khalid Al Hasan – 45% Apex Fixup Employees – 10% Description With employee motivation and passion in mind, the partners and company has decided to provide each employee from 10% of the total ownership share. The percentage ownership is to reduce given that the company hires a certain number of employees during expansion. The majority of these employees include administrative and sales staff. APEX FIXUP INC. VIM The Risk Analysis Company Risk Analysis VIM has analysed and compared the subject business to similar businesses in its industry. We’ve expended technology to isolate the “Critical Value Drivers” in most small businesses; including returns to shareholders, ratio performance, customer/supplier concentrations, dependence upon owner, among others. To help develop our discount and capitalisation rates, we’ve outlined the following risk analysis: The above represents financial risk. Financial Risk deals primarily with the consistency and overall performance from a financial perspective. Erratic, inconsistent and below industry average performance would result in higher risk, while consistency and performance above industry averages would result in lower risk. The above represents the quality of financial information. Quality of the financial information is based on the analyst's confidence level in the accuracy of the financial statements. For instance, a CPA or government audited financial statement would have much lower risk compared to an internally based financial statement. There could also be risk in the reliance upon an interim statement. APEX FIXUP INC. LOW HIGH LOW HIGH VIM The above represents diversification risk. Diversification risk is based on (1) diversification of customers (reliance upon 1 or 2 main customers); (2) diversification of suppliers (reliance upon a single supplier); (3) product or service mix diversification (reliance upon a sole product or service); and (4) geographic diversification (significant reliance upon location). The case reports higher than average diversification risk due to the product mix and company focussed too highly in one particular market and one geographical location. The above represents management risk. Management risk is the reliance upon the current owner(s) of the business and/or key management or another key employee. For instance, the more specialized a professional practice or business, the more likely that business will be reliant upon its owner. There could also be a significant dependence upon a key sales person. APEX FIXUP INC. LOW HIGH LOW HIGH VIM The above represents industry risk. The lower the industry growth rate, the higher the risk. These metrics and solutions need to be localised as much as possible, with an eye on international markets. The above represents competition risk. If the business is dependent upon its location, it most likely has a high competition risk. Businesses with higher barriers to entry can sometimes have lower risk of competition. Just because a business has no competition, does not mean there is "low" competition risk. What's the likelihood of a new competitor entering the market? LOW HIGH LOW HIGH Although Apex Fixup Inc is operating in an industry with relatively high barriers to entry (technical knowledge requirement, capital required), this is not a long-term projection. In the long term the trend shows more and more people will take share of the market. APEX FIXUP INC. VIM Financial Generally, the analyst looks at every financial statement of relevant value to conduct a detailed study. This helps the valuator understand, evaluate, and communicate the value and risk drivers present in the company. For this calculation report, we are going to limit this analysis to the adjusted and projected earnings, as well as the assets & liabilities included in the calculation of value. “ADJUSTED EARNINGS” is the process of estimating the value of a business or business interest. It requires the adjustment of certain financial statements to be more accurate in the case of the company trying to mislead; when restated they provide an accurate representation of performance. Typical adjustments for small to mid-size businesses include excess officer compensation, owner’s benefits or “perks”, one-time expenses, or other nonrelated businesses expenses and/or revenue. See the Adjusted Earnings overleaf. 2015 2016 2017 Projected SR2,427,277 SR2,281,901 SR2,445,997 SR2,758,325 SR17,827 (SR11,048) (SR56,536) SR25,362 Depreciation SR18,431 SR20,100 SR8,898 SR8,000 Amortization SR0 SR0 SR0 SR0 Interest SR8,297 SR10,674 SR11,195 SR12,500 Unadjusted EBITDA SR44,555 SR19,726 (SR36,443) SR45,862 SR375,000 SR375,000 SR375,000 SR375,000 Officer’s Benefits SR35,500 SR35,500 SR34,000 SR35,000 Officer’s Perks SR20,000 SR20,000 SR20,000 SR20,000 (SR34,000) (SR34,000) (SR34,000) (SR34,000) SR2,217 SR0 SR0 SR0 (SR125,000) (SR125,000) (SR125,000) (SR125,000) SR0 SR0 SR0 SR0 SR318,272 SR291,226 SR233,557 SR316,862 (SR125,000) (SR125,000) (SR125,000) (SR125,000) SR193,272 SR166,226 SR108,557 SR191,862 Revenue Pre-Tax Profit Officer’s Compensation Rent Adjustment Historical Rent Owner Replacement Add Back Seller’s Discretionary Earnings Less: Economic Replacement Salary & Benefits Adjusted EBITDA APEX FIXUP INC. VIM As shown on the previous page, we’ve normalised earnings by starting with unadjusted “EBITDA”, which is earnings before interest, taxes, depreciation, and amortization. We then arrive at Seller’s Discretionary Earnings or “SDE”. Most smaller “main-street” businesses typically sell based on a multiple of SDE. Then deduct fair market salary and benefits for an owner/operator (or manager / CEO, depending on the size of the company), to arrive at “Adjusted EBITDA”. Projected Earnings The next step is to project out earnings for the next 5 years. If historical year performance shows good basis for projection, it gets a high confidence, otherwise it is low. If inconsistent, the weightage is equal across. Based on the information provided, the following shows the weighted adjusted EBITDA: Seller’s Discretionary Earnings Less: Economic Replacement Salary & Benefits Adjusted EBITDA Confidence Level or “Weights” 2015 2016 2017 Projected SR318,272 SR291,226 SR233,557 SR316,862 (SR125,000) (SR125,000) (SR125,000) (SR125,000) SR193,272 SR166,226 SR108,557 SR191,862 10% 10% 30% 50% Total 100% Weighted EBITDA SR164,448 The next step is to add growth to the base year to arrive at a reasonable projection for the next 4 years. The first year should take into consideration the most likely scenario for year 1. Interim performance, year over year performance, and annualized performance can be considered. Years 2-4 should be based on a realistic pro-forma model (not unrealistic assumptions). For the last year, we have used a sustainable growth rate going forward taking into consideration inflation plus a small amount of industry growth. The projected cash flows are below. PROJECTED CASH FLOWS PROJECTED CASH FLOWS Growth Rate - Year 1 Already Projected SR164,448 Growth Rate - Year 2 2.0% SR167,737 Growth Rate - Year 3 2.0% SR171,092 Growth Rate - Year 4 1.0% SR172,803 Growth Rate - Year 5 1.0% SR174,531 Sustainable Growth 3.0% SR179,767 APEX FIXUP INC. VIM Adjusted Balance Sheet From the balance sheet, we will simply adjust for what assets and liabilities are included in the calculated value. The adjusted balance sheet is as follows: Assets Included in Value Cash SR0 A/R SR55,360 Normal Operating Inventory SR22,530 Excess Inventory SR0 Other Current Assets SR0 Fixed Assets Other Non-Goodwill/Non-R/E Assets Total Assets SR225,410 SR0 SR303,300 Liabilities Assumed in Value Accounts Payable Assumed by Buyer SR51,680 Short-Term Notes Assumed by Buyer SR0 Other Current Liabilities Assumed by Buyer SR0 Long-Term Liabilities Assumed by Buyer (non-R/E) Total Liabilities Assumed by Buyer SR48,597 SR100,277 Equity and assets may be adjusted to include those relevant to sale or exit. This is done above. The majority of smaller to mid-market businesses will sell based on an asset transaction (inventory, fixed assets, and goodwill). We’ve simply developed a model to start with this “asset value”, then add additional working capital or deduct liabilities included. All must be reviewed carefully. APEX FIXUP INC. VIM Valuation Methodology This opinion of fair market value is based on a going concern assumption with management operating in a rational manner with a goal of maximizing owner value of the underlying assets. Although there are multiple approaches to value, we have selected three methods: Asset Method APEX FIXUP INC. Discounted Future Earnings Method Direct Market Data Method VIM Adjusted Asset Method Methods from the Asset Approach are often appropriate in the following situations: The company is considering liquidating or going out of business; The company’s earnings cannot be estimated; The company gains little or no value from labour or intangible assets (e.g., real estate or holding companies); Most of the company’s assets are made of liquid assets or other investments (e.g., marketable securities, real estate, mineral rights). The asset approach is used when the business is not generating a high enough return on its assets to result in “excess earnings” or “goodwill”. Adjusted Balance Sheet Assets Included in Value Cash SR0 A/R SR55,360 Normal Operating Inventory SR22,530 Excess Inventory SR0 Other Current Assets SR0 Fixed Assets Other Non-Goodwill/Non-R/E Assets Total Assets SR225,410 SR0 SR303,300 Liabilities Assumed in Value Accounts Payable Assumed by Buyer SR51,680 Short-Term Notes Assumed by Buyer SR0 Other Current Liabilities Assumed by Buyer SR0 Long-Term Liabilities Assumed by Buyer (non-R/E) SR48,597 Total Liabilities Assumed by Buyer SR100,277 Value #1 – Estimated Value of Assets Less Liabilities SR203,023 ADJUSTED BALANCE SHEET As shown above, the first value is the adjusted asset method and calculates to an estimated value of SR203,023. APEX FIXUP INC. VIM Discounted Future Earnings Method The discounting of future benefits to a present value is a theoretically truthful method of value when investors are seeing a return on their investment using suitable discount rate and future benefits. This method is often used when projected cash flows are expected to be uneven because of irregular growth or other factors. The application of this method requires the following critical decisions: The selection of a type of financial return to be forecast (we’ve decided to use adjusted EBITDA); To apply the return on investment capital The number of years to forecast (we’ve forecasted 5 years); The selection of a discount rate to be applied to the return selected Basically, we are simply forecasting future cash flows, discounting the returns to their present value based on a discount rate specific to the risk of the investment. Then finding terminal value, which is also discounted and added to the sum of the present value of the future cash flows. DISCOUNT RATE BUILD-UP Financial Risk 28% Quality of Financial Information 28% Diversification Risk 23% Management Risk 23% Industry Risk 29% Competition Risk 33% Required Rate of Return on EBITDA 27% Less: Sustainable Growth Rate Capitalization Rate on EBITDA -3 % 24% The analyst has calculated the risk as being below the industry average and the discount rate (3%) on EBITDA of 27 %. To arrive at a discount rate, we subtracted a long-term growth rate into perpetuity of 3 % Once the long-term growth rate is subtracted from the discount rate, the capitalization rate on EBITDA is calculated at 24 %. APEX FIXUP INC. VIM Finding present values of future cash flows, we now find the Terminal Value then the Adjusted DCF Value. DISCOUNTED CASH FLOWS Present Value - Year 1 SR129,148 Present Value - Year 2 SR103,453 Present Value - Year 3 SR82,871 Present Value - Year 4 SR65,733 Present Value - Year 5 SR53,171 Present Value - Terminal Value SR225,067 Estimated Value Before Adjustments SR659,443 Add: Current Assets Less Operating Inv. Deduct: Liabilities Assumed Valuation #2: Estimated Value After Adjustments SR55,360 (SR100,277) SR614,526 The final value will be given a weightage (importance). APEX FIXUP INC. VIM Comparable Transaction Method The Direct Market Data Method, DMDM, develops a value based on the transaction values for which similar businesses have been sold. We access a huge database of international transactions to arrive at conclusions. Database provides us with multipliers of each industry segment, used below: VALUE Weighted Revenue x Multiplier of Revenue Estimated Value Before Adjustments Weighted Seller Discretionary Earnings x Multiplier of SDE Estimated Value Before Adjustments Weighted EBITDA x Multiplier of EBITDA Estimated Value Before Adjustments A B C CONFIDENCE SR2,583,879 0.64 SR1,657,817 50 % SR289,448 2.83 SR818,674 25 % SR164,448 3.86 SR634,917 25 % 100 % Estimated Value Before Adjustments Add: Current Assets Less Operating Inv. Deduct: Liabilities Assumed Value #3 Estimated Value After Adjustments SR1,192,306 SR55,360 (SR100,277) SR1,147,389 An expert looks at confidence levels and the technical facts to provide best value. APEX FIXUP INC. VIM Finally, a Resolution of Values VALUE CONFIDENCE EXTENSION Asset Approach SR203,023 0% SR0 Income Approach SR614,526 50 % SR307,263 Market Approach SR1,147,389 50 % SR573,695 Estimated Value – 100% Controlling Interest SR880,958 Less: Asset Value (Assets less liabilities assumed) (SR203,023) Estimated Intangible Value (Goodwill) SR677,935 Based on the confidence level of the analyst, the estimated value of the company is SR880,958. The value after estimated value represents the goodwill approximately. Improvement Implementation Calculation Analysis VIM does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through this report or its website. The estimates and the data contained herein are made using the information provided by the user, publicly available information and data for different industries. VIM has not audited or attempted to confirm this information for accuracy or completeness. Under no circumstances the present report is to be used or considered as an offer, solicitation, or recommendation to sell, or a solicitation of any offer to buy any security. VIM excludes any warranties and responsibilities concerning the results to be obtained from the present report nor their use and shall not be liable for any claims, losses or damages arising from or occasioned by any inaccuracy, error, delay, or omission, or from use of the report or actions taken in reliance on the information contained in it. The use of this report and the information provided herein is subject to VIM online Terms of Use and Privacy Policy. APEX FIXUP INC. VIM