goodwill appraisal case
case
Entrusting party: Company A
Appraisal object: Company A's goodwill
Appraisal purpose: Company A's shareholding system restructuring
Appraisal base date: July 31, 22
Appraisal method: residual income method
We have implemented the appraisal of Company A. On the basis of necessary property right verification, on-the-spot inspection and verification of assets submitted by Company A and necessary market investigation and comparison of transaction prices, this paper puts forward an objective and fair evaluation opinion on the market value of all assets designated by Company A as a whole on July 31, 22, and then makes a fair judgment on the goodwill price of Company A..
1. Evaluation method
First, we use the present value of income method to evaluate all the assets of Company A, and then, after deducting all the tangible assets and identifiable intangible assets of Company A that we evaluated by the replacement cost method or the current market price method, the remaining amount can be judged as the price of Company A's goodwill. This method is the residual income method.
the present value method of income refers to an asset appraisal method that estimates the future expected income of the appraised assets and converts it into present value, so as to determine the price of the appraised assets. Its basic steps are as follows:
1. Determine the future income period of the appraised assets
According to the operation cycle of the main production equipment of Company A, we determine the future expected income period of the appraised assets of Company A as 1 years.
2. forecast future earnings
forecast future earnings, that is, future cash flow (including future operating profit, future depreciation, expected residual value of fixed assets at the end of earnings period and expected recovery of current working liquidity). The specific steps are as follows:
(1) The products of Company A mainly include X and Y, and the X product is the most important raw material of Z industrial products. According to the sales data of X products in the last five years provided by Company A's income statement and the national sales market forecast of Z industrial products and X products, the future sales volume is determined by moving weighted average method and index method; According to the sales price data of products in the last five years, the relationship between supply and demand in the future market, inflation and the forecast of raw material prices provided by Company A, the future sales price is determined by using moving weighted average method and index method. According to the current average burden rate of sales tax in Company A, the future sales tax rate is determined. Based on this, the sales revenue and tax forecast table for the next three years is compiled.
(2) According to the historical data of unit consumption and unit price of direct materials, fuel and power provided by the unit product cost table of main products of Company A and relevant consumption quota statistics tables, and considering the influence of technological transformation and consumption reduction of enterprises, changes in future market prices, changes in import and export tariff rates, etc., the unit cost of direct materials and fuel power of products in the future is determined by regression analysis and exponential adjustment method, so as to compile the unit cost forecast table of direct materials and fuel power of products in the next three years; According to the historical data of wages and workshop expenses provided by the unit product cost table of main products and the detailed list of workshop expenses and enterprise management fees of Company A, after making certain adjustments according to the requirements of enterprise accounting system, the unit costs of direct labor and manufacturing expenses are determined by using index adjustment method and moving weighted average method. Based on this, the production cost forecast table for the next three years is compiled.
(3) According to the historical data of enterprise management fee, sales fee and bank loan balance provided by the detailed list of workshop expenses and enterprise management fee of Company A and the detailed list of bank loans, after making certain adjustments according to the requirements of the enterprise accounting system issued by the Ministry of Finance, considering the changing trend of enterprise management fee and sales fee in the future, the management fee, sales fee and financial fee for the next three years are determined by using the moving weighted average method and the index adjustment method. According to this, the forecast table of management expenses, sales expenses and financial expenses is compiled.
(4) Using the data provided by the above sales revenue and tax forecast table, production cost forecast table, management expenses, sales expenses and financial expenses forecast table, and based on the historical data of other business profits provided by the company's income statement, the profit of other businesses in the next three years is determined by using the index adjustment method, so as to prepare the operating profit forecast table for the next three years.
(5) On the basis of the operating profit in the next three years, the operating profit in the next 1 years will be comprehensively determined by using the moving weighted average method and the index adjustment method.
(6) according to the original value and net value data of fixed assets provided by company a's balance sheet and related fixed assets ledger, the expected average annual depreciation in the next 1 years and the expected residual value of fixed assets after 1 years are determined by using the straight-line method.
(7) Take the amount of self-owned liquidity provided by the balance sheet of Company A in July 22 as the residual value of liquidity for 1 years.
3. Determination of discount rate
Considering the average profit rate of funds in the same industry and the lowest average return rate of social funds, the discount rate of the present value method of income is determined. In the evaluation of Company A's income method, we adopted a discount rate of 8.5%.
4. cash flow forecast
according to the above cash flow forecast and the determined discount rate, the cash flow forecast and asset appraisal table of the present value of income method for Company A in the next 1 years are compiled. (Considering that the financial expenses in Company A, which are composed of bank loan interest expenses and exchange losses, have historical reasons, the operating profit in the next three years after deducting the financial expenses cannot accurately reflect the income level of its actual assets, so when determining the cash flow, we will add the operating profit and financial expenses to form the profit in the cash flow).
II. Evaluation results
After implementing the above-mentioned asset evaluation procedures and methods, the income method evaluation values of all assets used by Company A for the purpose of restructuring into a joint stock limited company are obtained, after deducting the tangible assets and identifiable intangible assets evaluated according to the replacement cost method and the current market price method. We have judged the fair market value of the goodwill of Company A on July 31st, 22 and reflected it as follows (unit: ten thousand yuan):
The total value of all assets assessed by income method is 141,441.6
The assessed value of tangible assets and tangible intangible assets is 138,19.8
The assessed value of Company A's goodwill is 325.8
The case of intangible assets assessment (I)
Name of appraisal project: valuation of intangible assets of Company A
II. Entrusting party and asset possessor: Company A (brief overview)
III. Appraisal purpose: to provide the price basis for Company A to invest its assets in the joint stock limited company under construction.
iv. appraisal scope and object: intangible assets of company a.
V. Appraisal benchmark date: July 31, 1998
VI. Appraisal basis
(1) Opinions of the State Administration of State-owned Assets on Operational Standards for Assets Appraisal (for Trial Implementation);
(2) China machinery industry yearbook (1997)> > ;
(3) Announcement No.5 of 1998 issued by the Ministry of Finance on June 9, 1998;
(4) Announcement of the People's Bank of China on June 3, 1998 on adjusting deposit and loan interest rates;
(5) the indicators for monitoring the production and operation performance of state-owned enterprises in June 1998 released by China Economic Prosperity Monitoring Center on June 3, 1998.
(6) the company's annual financial statements from 1994 to 1997 provided by company a.
(7) the patent certificate and appraisal certificate of scientific and technological achievements provided by company a.
VII. Inventory of intangible assets of Company A
Intangible assets refer to all economic resources that have no independent entity and can play a long-term and sustainable role in production and operation and bring economic benefits. The specific forms of intangible assets include special trains, proprietary technology, trademarks and goodwill, etc. The criterion for judging whether an enterprise has intangible assets is whether there is excess income in its operation effect. Excess income refers to the part where the enterprise's income exceeds the average income.
(I) Company A has intangible assets
Company A is an industrial enterprise that mainly produces and sells vibrating and pulling machinery in mining and metallurgy equipment. In order to judge whether the company has intangible assets, we have done a lot of investigation work, and then made a judgment on the basis of analysis. Based on the annual financial statements for the four years from 1994 to 1997 provided by Company A, we compiled the statistics and analysis table of financial data for Company A from 1994 to 1997 (see Table 1 for details), and made the following analysis on whether there is excess income in Company A.. The assessment of excess returns mainly depends on whether the net profit rate of sales and assets of the enterprise exceeds the average level of the industry, industry and society. From 1994 to 1997, the net profit rate of company A's sales was stable at 12.32% to 13.34%, with an average of 12.7% in four years, which kept a fairly high level. Company A belongs to the mining machinery manufacturing industry. According to China Machinery Industry Yearbook 1997, it is known that the sales profit rate of the mining metallurgical machinery manufacturing industry independently accounted for in China in 1996 was 2.74%. According to the latest information, the sales profit rate of 58, industrial enterprises announced by China Economic Climate Monitoring Center at the end of June 1998 was .2%. It can be clearly seen from the above data that the net profit rate of sales of Company A greatly exceeds the average level of the same industry and the average level of industrial enterprises. From 1994 to 1997, the net profit rate of company A's assets ranged from 8.19% to 1.84%, and increased year by year, with an average of 1.5% in four years. According to "China Machinery Industry Yearbook 1997", it is known that the asset profit rate of the mine metallurgical machinery manufacturing industry with independent accounting in China was 1.18% in 1996. According to the latest information, the asset profit rate of 58, industrial enterprises announced by China Economic Climate Monitoring Center in June 1998 was-O.1%. It can be compared with the asset income level of society as follows. Assuming that the total assets of the enterprise are sold into cash and deposited in the bank to obtain legal interest, according to the one-year fixed bank deposit rate of 5.67% in 1997, it can be regarded as the index of the average social grazing benefit level. The average return on assets of Company A in the first four years is 1.5%, which is 1.77 times of the social income level of 5.67%. The return on assets in the first four years greatly exceeded the average return on assets of the same industry, industrial enterprises and society. In the case that the same industry and the national state-owned industries are losing money on average and as a whole, Company A maintains a high level of net profit rate of sales and net profit rate of assets, which is increasing year by year. Compared with the bank deposit interest rate as the average social income level, the former is 77% higher than the latter. All the above shows that Company A has a high excess income, so we judge that the company has intangible assets.
statistics and analysis of financial data of company a from 1994 to 1997
table 1 (unit: yuan)
the annual average of serial number and nominal data
94 95 96 97
The annual sales income is 1652.8 2291.45 2855.72 3462.88 1262.13 2565.53
The annual increase is 639.37. 564.27 67.16 181.8 63.6
The annual growth rate is 38.7% 24.63% 21.26% 27.98%
The total profit in two years is 315.72 421.35 568.44 642.62 1945.16 486.29
The net profit in three years is 29. 82.31 38.86 43.55 133.26 325.82 < P > Annual increase 72.77 98.55 49.69 221.1 73.67
Annual growth rate 34.73% 34.91% 13.5% 27.13% < P > 4 Total assets 2257.96 2944.199999999894 .31 3241.76
5 Net profit rate of sales 12.68% 12.32% 13.34% 12.43% 12.7%
6 Net profit rate of assets 8.19% 9.59% 1.9% 1.84% 1.5%
(2) Intangible assets of Company A. Investigated various functional departments and research institutes in various workshops, and held a symposium attended by various personnel. From the research, design and development of products, to the production technology and testing of products, from the quality of existing technicians and skilled workers to the talent investment of the company, from technology to management, we have made some investigations. Investigation shows that technical assets are the main body of intangible assets of Company A.. This can be proved by the following facts.
1. Since the Seventh Five-Year Plan, the company has undertaken and appraised 35 scientific and technological projects of the Ministry, province and city (including 12 provincial and ministerial projects, see Table 2) and won 28 scientific and technological awards. (Table 2 is omitted)
2. Since 1991, 6 national patents for utility models have been obtained, as shown in Table 3. We checked these patents. Items 1, 2 and 6 in Table 3 have exceeded the patent protection period, and all other items have been proved to be legal and valid patents by the written certificate issued by B Patent Service Center.
A company's patent abstract table 3
sequence patent name patent number application date registration date patentee
l high temperature resistant vibration motor 912267.7 1991.2.1 1992.1.8 A company's vibration machinery research institute
2 hot mine vibrating screen 9122673.1 1991.2.11 1992.6. Shaft vibrator ZL 9321131.9 May 4, 1993 December 4, 1993 Company
4 Low-noise and high-efficiency vibration wrench ZL 9521816.1 July 19, 1995 May 27 A Company
5 Self-vibrating screen ZL 9521917x July 1995. 8548.9.1989.12.199.11.2 A Company's Vibration Machinery Research Institute
3. Since 1994, the company has been awarded the "Microcomputer-controlled high-precision and low-noise batching system" jointly by the State Science and Technology Commission, Industrial and Commercial Bank of China, the Ministry of Labor, the State Administration of Foreign Experts Affairs and the State Administration of Technical Supervision, and three products, such as SL375 double-channel cold ore vibrating screen and DRS hot ore vibrating screen, are national new product certificates.
4. In 1987, the Institute of Vibration Machinery of Company A was established in this company, which was the first in the province, specializing in the research and development of new products of vibration machinery.
in December, 5.96, it was awarded the certificate of advanced unit of computer-aided design CAD application engineering by the State Science and Technology Commission and Technical Supervision Bureau. But also to improve the technology of new product design in application