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| Paul Mandel |
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| Abhi Mathews |
Business valuations during COVID-19 can prove challenging given the various possible outcomes available at the date of publication. One key principle of business valuation is that value is principally a function of future discretionary cash flows; historical results are only as reliable as the expectation that these results are indicative of the future prospects of a business.
Industry guide during COVID
COVID-19 affected industries differently and we present a guide on the impact. We segment industries by group, as follows:
- minimal — consumer staples, technology and utilities;
- moderate — financials, health care, industrials and real estate; and
- significant — consumer discretionary, energy, retail and tourism and hospitality.
The minimal group represents industries least affected, while the significant group represents industries severely affected. There are exceptions within each group, and the impact to businesses in these industries may be temporary or permanent.
Businesses in the minimal group, with exposure to government, technology, utilities or consumer staples, have stayed relatively immune or even benefited from the acceleration of certain trends.
Businesses in the moderate group have generally not been severely impacted. Industries such as real estate, industrials, health care and financials comprise this group.
However, businesses in the significant group have been severely impacted due to COVID-19. There are some exceptions such as grocery and dollar store businesses, within the retail category.
It is the role of the business valuator to determine if the impact is permanent or temporary for the business and industry. Moreover, whether the valuation date is before or after the vaccine rollout will have an impact on how valuators determine the prospects for future cash flows.
Key COVID-19 valuation considerations
- COVID-19 creates a situation where numerous unknowns exist;
- Scenario analysis of various future results can be helpful;
- Do not overestimate or underestimate cash flows.
Numerous unknowns lead to uncertain future outcomes. In addition to normal business risks, these unknowns include another shutdown, vaccine date rollout(s) and government support timelines.
Scenario analysis is a highly useful tool in a valuator’s toolkit during COVID-19. Scenario analysis utilizing probabilities can help market participants assess various uncertain outcomes. For example, businesses severely affected by COVID-19, such as restaurants, can map out various prospective cash flows in different scenarios.
When considering the cash flows of a business, there is a tendency to either over- or underestimate; this must be avoided when valuing the business. It is important that the expected cash flows are realistic in light of company, industry and market changes. For example, a tour operator may have been severely impacted during the COVID-19 lockdown and the cash flow forecasts of the business have to consider the appropriate time period and when the cash flows are projected to normalize as the industry recovers.
Active businesses
According to Statistics Canada, at the date of this publication, the total number of businesses in Canada have declined by approximately eight per cent since December 2019. Between January 2015 and December 2019, the total number of active businesses ranged between 775,000 and 800,000.
The active business figure dropped below 700,000 in 2020, with the month of April having the highest decline, with approximately 90,000 businesses closing, representing twice the monthly average business closings in 2019. The majority of business shutdown has been concentrated in the construction, retail, hospitality and food industries.
General valuation observations
- There is a flight to acquire quality businesses;
- Interest rates are at record lows, making equity interest attractive while equity risk premiums have increased;
- Dry powder (i.e., financial acquirers’ war chests) has further increased;
- The government of Canada has implemented relief measures for businesses; these must be normalized by valuators.
Valuation date and COVID-19 impact
One key principle of valuation is that it occurs at a fixed point in time; it is not supposed to consider hindsight. Even though a particular business, such as a fitness and recreational sports centre, may have been affected significantly by COVID-19 at the particular valuation date, the potential future impact on cash flows by COVID-19 may not be applicable due to the hindsight concept.
For the valuations with dates between January and March 2020, no one right answer exists as to how COVID-19 was supposed to play out. We note that the World Health Organization (WHO) issued a global health emergency on Jan. 31, 2020. Italy locked down entirely on March 9, 2020, and the WHO declared COVID-19 a pandemic on March 11, 2020. Between March 12 (Quebec) and March 22, 2020 (Nova Scotia), every Canadian province declared a state of emergency.
Business valuators performing valuations between those dates need to consider the business operations, industry impacts and management team insights around those dates. For example, an entity with manufacturing operations in China would have had management mapping out a potential international COVID-19 spread as early as February 2020.
It appears that before January 2020, the concept of COVID-19 was not foreseeable and thus of negligible concern to business valuations. However, business valuations with dates between January and March 2020 may involve a single scenario or multiple scenarios addressing the impact of COVID-19 on future discretionary cash flows of a business. Furthermore, business valuations with dates before or after the vaccine announcement date may have multiple recovery scenarios mapping out future discretionary cash flows. Hindsight is usually 20/20, just not as it relates to business valuations.
Paul Mandel is a chartered business valuator and chartered professional accountant who has practised exclusively in the area of business valuation for 25 years. As RSM Canada’s business valuation partner, his practice focuses on business valuation for dispute, planning, family law, income tax, financial reporting and litigation support including financial disputes. He has provided expert testimony close to 20 times, as well as presenting on various business valuation topics to professional bodies in both Canada and U.S. Abhi Mathews is a director in RSM Canada’s litigation and business valuation group. He has over 10 years in the financial services industry, primarily in valuations, transaction advisory and litigation support. He has qualified as an expert witness in arbitration matters and assisted on numerous mediation matters.
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