Valuing an Adelaide Business for Sale or Purchase, Whichever Side You Are On

Whether you are selling a South Australian company or acquiring one, the price has to rest on evidence that is still intact after the other side's advisers have been through it. That is the figure we prepare, and the one we defend.

Indicative valuations from A$799. Certified Summary and Detailed reports from seven business days.

A sale or purchase valuation for an Adelaide business fixes three things: earnings a new owner can maintain once owner and related-party costs are reset, a multiple supported by comparable transactions, and the completion terms that shift value, such as working capital, net debt, earn-outs and scrip. Vendors set a range with it; buyers set a ceiling.

Why an Adelaide sale needs its price tested before anyone names it

Most private deals in and around Adelaide come down to two numbers: what the business genuinely earns and what multiple a buyer should pay for those earnings. When a Wingfield fabrication business that supplies the defence programs at Osborne and Edinburgh goes to a trade buyer, the vendor's accountant adds back a list of costs and the buyer's diligence team rejects half of them. The side with the better-documented analysis usually wins the point, and the gap between the two positions is often many times the cost of the valuation that settles it.

An evidenced opinion lets you hold your ground under pressure. A vendor knows the floor before any number is spoken, so a figure never has to be walked back up. A buyer knows what the business is worth to a typical purchaser and when to stop. A Lot Fourteen software company with recurring subscription revenue and a Norwood physiotherapy clinic that depends on its founder will not attract the same multiple, and the report explains why in writing.

It also protects the people who sign. Directors approving an acquisition or a disposal owe a duty of care and diligence under the Corporations Act 2001, trustees answer to their beneficiaries, and minority holders can later ask how the price was reached. A signed report from a certified valuer with no stake in completion is the usual evidence that the duty was met, and a bank funding the purchase will ask for it early. Many South Australian sales are also succession events, with a founder who built the business over decades selling to a competitor, a manager or a private buyer, and the valuation is often the first objective view the family has seen.

We act for vendors, acquirers and boards across Greater Adelaide and regional South Australia: advanced manufacturers at Tonsley and in the northern suburbs, freight and logistics operators around Port Adelaide, Gepps Cross and Regency Park, wine and food producers in the Barossa and McLaren Vale, and professional practices in the CBD and Kent Town. Our fee is the same whether the deal completes or not, and if the evidence does not support the asking price, the report says so.

Book a Free Consultation

A certified valuer will listen to your situation and answer any questions you may have, at no cost.

Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
Book a Free Consultation →

Where the value in an Adelaide deal is actually settled

The headline multiple draws most of the negotiating effort. Yet much of the value in a private transaction is decided in less visible places: the earnings the multiple is applied to, the mechanism that fixes the completion price, and any consideration that is deferred or paid in shares. Each engagement tests all four.

Maintainable earnings

Owner and family wages reset to the cost of hiring for those roles, rent paid to a related property trust brought to market rates, private spending removed, and one-off items taken out whichever way they fall. Vendors find unusual costs easily and unusual income rarely. Each dollar changed at this level flows through the multiple into the price.

A multiple backed by evidence

Taken from identified Australian private sales and listed comparables, then adjusted for size, growth, reliance on a few customers, the depth of management beneath the owner, and how much revenue is contracted or recurring. A multiple built on market talk falls over at the first question about where it came from.

Locked box or completion accounts

A locked box ties the price to an earlier balance sheet and gives the buyer the trading from that date. Completion accounts adjust the price for the net debt and working capital actually there on the day. The working capital target is the figure most often neglected in private deals; it should come from monthly balances across a full trading cycle, never one month end.

Earn-outs and scrip

A payment linked to future results is worth its probability-weighted, discounted outcome, not the cap in the contract, and the metric needs protecting from how the buyer runs the business afterwards. Shares in the acquirer are valued as the vendor will really hold them: generally a minority, often in escrow, seldom liquid and not necessarily worth the issue price.

For a vendor, the work comes before the business is marketed: an evidenced range, the adjustments behind it and the ones a buyer will dispute, each answered before it is raised. For a buyer, the valuation sits alongside financial due diligence but asks a different question. Diligence confirms what the historical numbers were; the valuation asks what they are worth and whether the earnings survive the vendor leaving.

When a director sits on both sides

A management buy-out, a sale of assets between related entities or buying out a founder who is also a director can lead a board to seek an independent view on whether the terms are fair to the company. That opinion is a different document from the expert's report the Corporations Act 2001 requires for takeovers, schemes of arrangement and some member approvals, which is licensed work. Have your lawyers settle what the law requires before commissioning either.

How we value a business being sold or acquired

Market value is the standard in a private sale: the price a willing but not anxious buyer and a willing but not anxious seller would agree, both properly informed and acting at arm's length. A premium that only one acquirer could capture by merging the business with its own, for instance a Regency Park distributor taking over a competitor's warehouse and customer contracts, is strategic value. We measure it separately, so the vendor knows what is realistically on the table and the buyer knows how much of it they would be paying away.

The income approach usually leads. For an established business, capitalising future maintainable earnings reflects how buyers reason: a normalised earnings figure and a multiple or capitalisation rate that captures the risk of those earnings continuing under new ownership. Where earnings are moving sharply, the business is capital heavy or there is a clear forecast horizon, such as a defence supplier with a contracted order book, a discounted cash flow is the better tool. We test any vendor forecast against history, capacity and the capital needed to deliver it before relying on it.

The market approach is the cross-check, and where businesses change hands often, as Adelaide cafes, pharmacies and allied health clinics do, it can carry the main evidence. Australian transaction evidence matters most and is hardest to find, because private deal terms are rarely published and the multiples that circulate usually ignore the earn-out and the working capital adjustment. The asset approach sets the floor and matters most where the trading company holds surplus assets, such as the freehold under a Lonsdale factory or vineyard land owned alongside a winery, or runs divisions worth more separately than together.

Adjustments made before any multiple is applied

How Adelaide sales and acquisitions come unstuck

We see these patterns repeatedly when a deal reaches us after a price has been mentioned, heads of agreement signed or due diligence finished.

Report Types and Pricing: Valuations From A$799

The depth of the report follows who will read it and how closely. A vendor considering an unsolicited offer from an interstate or overseas buyer, or a buyer deciding whether a target deserves more attention, needs a defensible range for internal use. Once the figure goes to the other party, a lender, a board or a trustee, a certified report is the right document.

Indicative Valuation
From A$799
Choose this if you want a reasoned range before responding to an approach, before deciding to sell, or before an early meeting where you need to know your walk-away figure. Intended for internal decision-making; it is not a certified opinion for lenders, courts or the ATO.
Delivery: from seven business days after receipt of all information
Up to 50 pages
Internal audience
Can be used in litigation
Capital structure: common equity, bank/shareholder loans
Compliant with ATO market value guidance
APES 225 Valuation Engagement
Certified and signed by an experienced practitioner
Completed and reviewed by well trained staff
Considers and applies, when relevant, all 3 valuation approaches (income, market, asset)
Applies multiple cost of capital estimates (limited to 3)
Executive summary
Statement of limiting conditions
Valuation exhibits
Glossary
Table of contents
Company review
Industry review
Economic review
Discussion of valuation approaches and types of discounts
Discussion of the application of valuation approaches and discounts
Conclusion
Email support
Closing Zoom Call
Detailed Valuation
Contact for Pricing
Choose this if related parties, minority holders or a trustee are involved, or the price could end up before a court and another expert must be able to rebuild the reasoning. Certified and signed. Applies and reconciles all relevant approaches in full so another expert can follow the reasoning.
Delivery: from seven business days after receipt of all information
150+ pages
Internal and external audience, including for litigation or when likely to be reviewed by others
Can be used in litigation by a broad range of professionals
Capital structure: common equity, bank/shareholder loans
Compliant with ATO market value guidance
APES 225 Valuation Engagement
Certified and signed by an experienced practitioner
Completed and reviewed by well trained staff
Considers and applies, when relevant, all 3 valuation approaches (income, market, asset)
Applies multiple cost of capital estimates (full set of 12)
Executive summary
Statement of limiting conditions
Valuation exhibits
Glossary
Table of contents
Company review (full)
Industry review (full)
Economic review (full)
Discussion of valuation approaches and types of discounts (full)
Discussion of the application of valuation approaches and discounts (full)
Conclusion
Email support
Closing Zoom Call

See the full Services and Pricing page

What you receive and who will defend it

Each report opens with the purpose, the standard and premise of value, the valuation date and the information we relied on. Normalisation adjustments are set out line by line with a reason for each. The multiple or discount rate is traced to named sources, each relevant approach is applied, and the results are reconciled to a range with the weighting explained in plain English. Where a locked box, an earn-out or scrip changes the economics, each piece is valued on its own so the whole bargain is visible, not just the headline.

A certified valuer signs the report, walks your advisers through it, can brief you before negotiations and will defend the opinion when the other side's adviser challenges it. If the transaction later reaches the Supreme Court of South Australia, for instance in a completion accounts or warranty claim, the same reasoning has to hold as expert evidence, so it is written to that standard from the outset. The valuation supports the deal rather than running it: your corporate adviser or broker still leads, and we work with them, your transaction lawyer and your tax adviser.

A question for your advisers before heads of agreement

Which single assumption in this valuation would the other side attack first, and what is our answer? If your adviser cannot say, you have a number, not a negotiating position.

Questions Adelaide vendors and buyers raise before a deal

We apply a multiple taken from comparable transactions to normalised maintainable earnings, then test the answer against other market evidence and against net assets. The earnings figure is fixed only once owner wages, related-party charges and one-off items have been adjusted. The multiple moves with size, growth, customer concentration, management depth and recurring revenue, so a Lot Fourteen software business with annual subscriptions will not carry the multiple of a Wingfield fabricator that prices every job separately. A defensible valuation shows the evidence for both numbers instead of just asserting them.
Before both, and before any figure reaches a competitor or a staff member. A price mentioned too early is hard to lift, and one that falls over in due diligence weakens you for the rest of the negotiation. A pre-sale valuation gives you an evidenced range, sets out the adjustments a buyer's adviser will push for so you can answer them first, and shows value drivers you can still fix before going to market: one customer providing most of the revenue, for example, or a Glenelg cafe whose lease under the Retail and Commercial Leases Act 1995 (SA) has only two years left. Reports are delivered from seven business days once we have the financial statements, tax returns, management accounts and key contracts, so allow for that in the sale timetable.
Due diligence confirms what the historical numbers were; a valuation tells you what they are worth. A diligence team can verify the vendor's EBITDA to the dollar without ever asking whether the multiple applied to it is justified, or whether the earnings depend on the vendor's own relationships and will drift away once they leave. You need both, and only the valuation tells you the price at which to walk away.
The target is the ordinary level of working capital the business needs to trade, and under completion accounts the vendor has to leave that amount in the business on completion. Pitched too low, it shifts value to the vendor; pitched too high, it shifts value to the buyer. Build it from monthly balances over at least a full trading cycle, which matters for a Barossa winery holding wine in barrel and bottle long before it is sold or a farm supplies business whose debtors peak at harvest. Settle the net debt definition line by line at the same time, because customer deposits, accrued employee entitlements and lease liabilities are where completion disputes usually start.
Its probability-weighted result, discounted for time and risk, not the maximum in the contract. That number usually sits well under the cap and well over what a cautious buyer assumes. Structure matters as much as size: which metric, over what period, under which accounting policies, and what prevents the buyer from suppressing the metric once it controls the business. The buyer also has to carry contingent consideration at fair value under AASB 3, so the same analysis serves its accounts as well as the negotiation.
A broker's price is a marketing estimate, usually tied to a success fee, and it is not independent evidence of value for a board, a bank, a trustee or the counterparty. Treat it as market intelligence and nothing more. What directors can rely on to meet their duties, what a lender funding the deal will accept and what survives the buyer's adviser is a written opinion from a certified valuer whose fee does not depend on completion.
It may, depending on how the deal is structured and what is transferred. Stamp duty in South Australia is charged under the Stamp Duties Act 1923 (SA) and administered by RevenueSA, and whether a particular transfer of land, business assets, shares or units attracts duty is a question for your conveyancer, lawyer or tax adviser, not for the valuer. Where duty is in issue, RevenueSA can look at the value of what changes hands as well as the contract price, so the valuation should show clearly how the price divides between land, plant, goodwill and the rest of the business. We supply that market value evidence; your advisers confirm the duty position.
Indicative valuations start from A$799 and are intended for internal decision-making, so they suit an owner who wants a well-reasoned range before committing to anything. Summary and Detailed reports are certified and are quoted after a free consultation, because the fee depends on the purpose, the number of entities, the state of the records and whether the opinion must withstand review by a court, the ATO or another expert. The fee is confirmed in the engagement letter before work starts, and every report is delivered from seven business days after we receive the information.

Book a Free Consultation

Talk your situation through with a certified valuer before you commit to anything, at no cost.

Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
Book a Free Consultation →

Related pages

Certified Valuation Reports From Seven Business Days

Every report is signed by a credentialed certified valuer and built to withstand ATO, ASIC, court and bank scrutiny.

Book a Consultation