Valuing a Wollongong Business for Sale or Purchase, From Either Side of the Table

Selling a company in the Illawarra or buying one, the price needs evidence that holds once the other side's advisers start asking questions. We prepare that figure, and we stand behind it when it is tested.

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

A sale or purchase valuation for a Wollongong business settles three questions: what earnings a new owner can realistically keep once owner and related-party costs are reset, which multiple comparable transactions support, and how completion terms such as working capital, net debt, earn-outs and scrip move value between the parties.

Why test the price of a Wollongong sale before a number is spoken

In the Illawarra, most private deals reduce to two numbers: the earnings a business can sustain and the multiple a buyer is prepared to pay for them. Picture a Unanderra engineering workshop that services the Port Kembla industrial base being sold to a trade buyer. The owner's accountant lists add-backs, the buyer's diligence team contests half of them, and whichever side has documented its position better usually wins each point. The gap between the two sides' numbers can easily exceed the fee for the valuation that settles it.

A reasoned opinion lets you hold your position under pressure. A vendor knows the floor before a number is spoken aloud, so nothing has to be walked back. A buyer knows what the business is worth to a typical purchaser, and where to stop. A Crown Street cafe with a lease close to expiry and a Fairy Meadow accounting practice built around one principal will not draw the same multiple, and the report explains the difference in writing.

It also protects the people who sign. Directors approving an acquisition or disposal owe duties of care and diligence under the Corporations Act 2001, trustees answer to beneficiaries, and minority holders may later ask how the price was set. A report from a certified valuer with no stake in completion is the usual evidence that the process was sound, and a lender funding the purchase will often ask for it early. Many sales in the region are also handovers: a founder who spent decades building the firm sells to a competitor, a manager or a private buyer, and the valuation is frequently the first independent view the family has seen.

We act for vendors, buyers and boards across Wollongong and the wider Illawarra: manufacturers and trades businesses in the Port Kembla, Unanderra and Dapto industrial areas, hospitality and tourism operators in Shellharbour and Kiama, and professional and health practices in the Wollongong CBD and North Wollongong. Our fee does not change with whether the deal completes, and when the evidence does not support the asking price, the report says so.

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Andrew Mackson
Andrew Mackson, CFA, ABV, CBV
Managing Partner · 15+ years
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Where the price of an Illawarra deal is really decided

Negotiators spend most of their energy on the headline multiple, yet much of a private deal's value is settled elsewhere: in the earnings the multiple is applied to, in how the completion price is fixed, and in any consideration that is deferred or paid in shares. We test each of those four points in every engagement.

Maintainable earnings

Family and owner wages are restated at what it would cost to hire for those roles, rent paid to a property trust owned by the vendor goes to market levels, personal spending comes out, and one-off items are removed in whichever direction they fall. Owners spot unusual costs readily and unusual income rarely. A dollar moved here carries through the multiple into the price.

A multiple backed by evidence

Drawn from identified Australian private sales and listed companies, then adjusted for scale, growth, reliance on a handful of customers, the management beneath the owner, and the share of revenue that is contracted or recurring. A multiple that rests on market chatter fails at the first question about its source.

Locked box or completion accounts

A locked box fixes the price against an earlier balance sheet and passes the trading since that date to the buyer. Completion accounts instead adjust the price for the net debt and working capital actually in place on the day. Private deals often neglect the working capital target, which should come from monthly balances through a whole trading cycle and not from a single month end.

Earn-outs and scrip

Deferred payment tied to future results is worth its probability-weighted and discounted outcome, never the cap written in the contract, and the metric needs protection from the way the buyer runs the business afterwards. Shares in the acquirer are valued as the vendor will genuinely hold them: usually a minority, often escrowed, rarely liquid and not automatically worth their issue price.

For a vendor the work happens before the business is marketed: an evidenced range, the adjustments underneath it, and the ones a buyer will contest, each answered before anyone raises it. For a buyer the valuation runs next to financial due diligence but answers another question. Diligence establishes what the historical figures were; the valuation asks what they are worth and whether the earnings outlast the vendor's departure.

When the buyer and the seller share a director

In a management buy-out, a transfer of assets between related companies or the purchase of a founder who also sits on the board, directors may want an independent view on whether the terms are fair to the company. That is a different document from the independent expert's report that the Corporations Act 2001 calls for in takeovers, schemes of arrangement and certain member approvals, which is licensed work. Ask your lawyers what the law requires before commissioning either.

How we value a business on the way to a sale or purchase

In a private sale the standard is market value: the price a willing but not anxious buyer and seller would agree, each properly informed and dealing at arm's length. A premium that only one buyer could capture by folding the business into its own, such as a Shellharbour distributor taking over a rival's warehouse and customer contracts, is strategic value. We measure it apart from market value so the vendor sees what is realistically available and the buyer sees how much of it they would hand over.

The income approach usually leads. Capitalising future maintainable earnings mirrors how buyers reason about an established business: a normalised earnings figure set against a multiple or capitalisation rate that reflects how likely those earnings are to continue under a new owner. Where earnings are shifting quickly, the business needs heavy capital or there is a clear forecast period, such as a contractor with a signed multi-year maintenance order book, a discounted cash flow suits better. Any vendor forecast is tested against history, capacity and the capital needed to deliver it before we rely on it.

The market approach is the cross-check, and it can carry the main evidence where businesses change hands often, as with Crown Street cafes, community pharmacies and allied health clinics. Australian transaction evidence counts most and is hardest to obtain, since private deal terms are seldom published and the multiples in circulation tend to leave out the earn-out and the working capital adjustment. The asset approach sets a floor and matters most when the trading company owns surplus assets, such as the freehold beneath a Unanderra workshop, or runs divisions worth more apart than together.

Adjustments made before any multiple is applied

Where Illawarra sales and purchases go off course

These patterns come up again and again when a deal reaches us after a price has been floated, heads of agreement signed or diligence completed.

Report Types and Pricing: Valuations From A$799

How deep the report goes depends on who will read it and how hard they will look. A vendor weighing an unsolicited approach from an interstate or overseas buyer, or a buyer deciding whether a target merits closer attention, needs a defensible range for internal use. Once the number goes to the other party, a lender, a board or a trustee, a certified report is the appropriate document.

Indicative Valuation
From A$799
Choose this if you want a reasoned range before replying to an approach, deciding whether to sell, or sitting down for an early meeting where you need 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 the deal involves related parties, minority holders or a trustee, or if the price might reach a court and a second expert will have to reconstruct 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 the report contains and who stands behind it

Every report starts with the purpose, the standard and premise of value, the valuation date and the information relied on. Normalisation adjustments are listed one by one with the reason for each. The multiple or discount rate is traced to named sources, each relevant approach is applied, and the results are reconciled into a range, with the weighting explained in plain English. Where a locked box, an earn-out or scrip alters the economics, each element is valued separately so the full bargain can be seen and not only the headline price.

A certified valuer signs the report, takes your advisers through it, can brief you ahead of negotiations and defends the opinion when the other side's adviser challenges it. If the deal later ends up before the Supreme Court of New South Wales in Sydney, perhaps in a completion accounts or warranty dispute, the same reasoning must hold up as expert evidence under the Expert Witness Code of Conduct in the court rules, so it is written to that standard from the start. The valuation supports the deal rather than running it: your corporate adviser or broker still leads, and we work alongside them, your transaction lawyer and your tax adviser.

A question to put to your advisers before heads of agreement

Which one assumption in this valuation will the other side attack first, and what is our reply? If the answer is not ready, what you hold is a figure and not yet a negotiating position.

What Illawarra vendors and buyers ask before a deal

We apply a multiple drawn from comparable transactions to normalised maintainable earnings, then check the result against other market evidence and against net assets. The earnings figure is only settled after owner wages, related-party charges and one-off items have been adjusted. The multiple shifts with size, growth, customer concentration, management depth and recurring revenue, so a Crown Street software firm on annual subscriptions will not draw the multiple of a Dapto fabricator that quotes every job separately. A defensible valuation shows the evidence behind both figures rather than simply asserting them.
Yes, ahead of both, and before any figure reaches a competitor or an employee. A price floated too early is hard to raise, and one that collapses in diligence weakens your hand for the rest of the negotiation. A pre-sale valuation gives you an evidenced range, lists the adjustments a buyer's adviser will press so you can answer them first, and highlights value drivers still within your control before marketing: a single customer supplying most of the revenue, or a Kiama cafe whose lease under the Retail Leases Act 1994 (NSW) has only two years to run (your lawyer confirms how that Act applies). We deliver reports from seven business days once we hold the financial statements, tax returns, management accounts and key contracts, so build that into the timetable.
Diligence checks what the historical numbers were; a valuation judges what they are worth. A diligence team can confirm the vendor's EBITDA to the dollar without asking whether the multiple applied to it is justified, or whether the earnings rest on the vendor's personal relationships and will fade when they leave. You need both, but only the valuation tells you the price at which to walk away.
The target is the usual level of working capital the business needs to trade, and with completion accounts the vendor must leave that amount behind at completion. Set too low, it moves value to the vendor; set too high, it moves value to the buyer. Build it from monthly balances across at least a full trading cycle, which matters for a wholesaler stocking up before summer or a building supplier whose debtors swell during a run of large projects in the western Illawarra. Agree the net debt definition line by line at the same time, since customer deposits, accrued employee entitlements and lease liabilities are where completion disputes tend to begin.
Its probability-weighted outcome, discounted for time and risk, and not the maximum written into the contract. That figure normally lies well below the cap and well above what a cautious buyer assumes. The structure counts as much as the size: which metric, over what period, under which accounting policies, and what stops the buyer depressing the metric once it controls the business. The buyer must also carry contingent consideration at fair value under AASB 3, so one analysis serves both its accounts and the negotiation.
A broker's figure is a marketing estimate, commonly linked to a success fee, and it is not independent evidence of value for a board, a bank, a trustee or the other side. Treat it as market intelligence and no more. What directors can rely on to meet their duties, what a funding lender will accept and what stands up to the buyer's adviser is a written opinion from a certified valuer whose fee does not depend on the deal completing.
It may, depending on how the deal is structured and what is being transferred. Revenue NSW administers duties under the Duties Act 1997 (NSW), including landholder duty, which can come into play when a buyer acquires an interest in a company or trust that owns land in the state and not the land itself. Whether a given transfer of land, business assets, shares or units attracts duty is a matter for your conveyancer, lawyer or tax adviser, not the valuer. Where duty is in issue, the value of what changes hands can matter alongside the contract price, so the valuation should show how the price divides between land, plant, goodwill and the rest of the business. We provide the market value evidence, and 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 →

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