Understanding the Value of Your Business – Business Valuation

INTRODUCTION TO BUSINESS VALUATION 

Understanding the value of a business is essential information that can be used for various purposes. While traditionally used as part of a transaction, there are many other times when a valuation may be needed. The information is also used during legal disputes, gift & estate planning, business financing acquisition, partnership disputes, succession planning, Employee Stock Ownership Plan (ESOP) set up and divorce proceedings. Regardless of the need, a business valuation is a complicated process that examines dozens of variables, including type of business, market conditions, and owner involvement, to arrive at a fair and independent value.

What is a Business Valuation?

A business valuation is a professional analysis of a business to determine its fair market value. At its most essential level, a business valuation is a tool for building value and providing owners with greater flexibility. A reasonable business valuation identifies a business’s key value factors and anticipates the effect management decisions will have on value. The process is a combination of art and science and is often completed by a CPA with the Accredited in Business Valuation (ABV) credential.

Importance of Business Valuations

Understanding the value of a business is essential for more than just transactional purposes. Oftentimes, a valuation is needed to help management make informed decisions in the following areas:

  • Investments – mergers and acquisitions, ESOP valuations, business sales, succession planning, goodwill valuation, and quality of earnings determinations.
  • Taxation issues – estate and gift tax compliance, capital gains tax issues, tax disputes with a government entity, stock compensation and non-qualified deferred compensation plans.
  • Financial reporting – compliance with purchase price allocation requirements, intangible assets, and goodwill impairment requirements.
  • Litigation – partnership and shareholder disputes, determination of business damages or lost profits, marital dissolution, bankruptcy court proceedings, intellectual property valuations, and probate proceedings.

In essence, business valuation isn’t just about determining a number—it’s about empowering stakeholders with insights that drive confident and informed decisions across the spectrum of operations and strategic initiatives.

Why Do You Need a Business Valuation?

Numerous circumstances can drive the need for a business valuation. Business owners most often seek business valuations for the following broad reasons:

  1. Change in ownership – A valuation plays a key role in negotiating the sale, purchase, or merger of a business. Valuations are also helpful when shareholders or principals are added to the management group or when they want to be bought out. Additionally, a business valuation is used in the establishment and/or annual update of an ESOP.
  2. Tax and succession planning – Business valuations are instrumental in determining gift or estate tax liability, which is needed in both retirement and succession planning.
  3. Legal disputes – Many legal disputes require a business valuation, especially if assets need to be divided among multiple parties. The most common legal situations involving business valuations include divorce, principal disputes and damages settlements.
  4. Securing credit – Creditors often require a business valuation for a business to raise investment capital or access additional capital to finance an expansion.

Business valuations provide an essential function in the context of succession or exit planning, as well. If you are looking at a five- to 10-year horizon for exiting or succeeding your business, obtaining a business valuation now at the beginning of the process will give you a benchmark by which to measure the value of the managerial and operational improvements you make over the next few years. A business valuation now can help reveal areas of your business that need attention, which can help you fetch a higher selling price if they are improved before you exit.

Navigating This Resource

Our comprehensive guide aims to demystify the intricacies of business valuation, offering structured insights and resources that delve into key areas:

Valuation Methodologies

Explore various valuation methodologies that underpin our rigorous approach. From asset-based methods, which assess tangible and intangible assets, to income and market-based approaches, each method is explained in detail to provide a comprehensive understanding of how businesses are evaluated.

Sector-Specific Insights

Gain valuable insights tailored to different industries and regulatory environments. We delve into sector-specific considerations that influence business valuation, ensuring that our analysis is grounded in industry knowledge and current market dynamics.

Client Success Stories

Discover real-world examples that showcase our expertise in action. These success stories highlight how accurate business valuation has empowered our clients to make informed decisions, navigate challenges and capitalize on opportunities within their respective markets.

Explore further to deepen your understanding of business valuation and discover how partnering with Adams Brown can unlock your business’s true potential. Whether you’re preparing for a merger, ensuring regulatory compliance, resolving legal disputes, or charting your company’s growth trajectory, our insights and expertise are here to support your success.

TYPES OF BUSINESS VALUATIONS 

Various types of business valuations may be conducted based on the specific circumstances of the examined company. Each method analyzes a business differently to arrive at a fair and independent situation.

  • Strategic Decision-Making – Valuation methods are compasses for strategic planning and guiding decisions such as mergers, acquisitions, and investments. By comprehending these methods, businesses can gauge their current worth accurately and strategize effectively for future growth.
  • Financial Planning and Reporting – Accurate valuation is pivotal in financial planning, influencing decisions on capital structure, budgeting and forecasting. It also ensures compliance with accounting standards, providing transparency in financial reporting to stakeholders and regulatory bodies.
  • Transactional Transparency – Valuation methods facilitate fair and transparent transactions, whether buying, selling or merging businesses. Understanding these methods enhances negotiation strategies and ensures equitable deals that align with market realities.
  • Risk Assessment and Management – Business valuation aids in identifying and mitigating risks by assessing the financial health and stability of the enterprise. It provides insights into potential vulnerabilities, guiding proactive measures to safeguard assets and maintain operational resilience.
  • Legal and Regulatory Compliance – In legal and regulatory contexts, valuation methods provide substantiated evidence in disputes, taxation matters, and compliance audits. Understanding these methods ensures businesses can navigate legal challenges with clarity and confidence.
  • Stakeholder Communication – Clear valuation methodologies foster effective communication with stakeholders, including investors, creditors, and employees. They build trust and credibility, enabling businesses to convey their financial health and growth prospects convincingly.
  • Customized Approach to Business Valuation – Recognizing the diverse needs of businesses, tailored valuation methods cater to specific industries, market conditions and organizational structures. This customization ensures relevance and accuracy in assessing a business’s true value.

In essence, understanding different valuation methods empowers businesses to make informed decisions, navigate challenges, and capitalize on opportunities effectively. By aligning valuation strategies with their unique goals and contexts, companies can optimize performance, enhance resilience, and achieve sustainable growth in a dynamic economic landscape.

Asset-Based Valuations

On the surface, this strategy is relatively straightforward: the business value equals the total value of business assets minus the total value of its liabilities. Asset valuation can be calculated using either ongoing concern or liquidation value. The asset-based method generally results in a lower value than the other two valuation methods. It is often used to establish a floor or minimum, business valuation.

Cost Approach

The cost approach calculates a business’s value by determining the cost to replace or reproduce its assets. This method involves estimating either the replacement cost, which is the current cost to replace an asset with a similar one, or the reproduction cost, which is the cost to reproduce an exact replica of the asset.

  • Calculation Method – The replacement or reproduction cost of each asset is estimated and summed to determine its total value.
  • Applications – This approach is most applicable for businesses with unique or specialized assets when the assets have a straightforward replacement or reproduction cost and for insurance purposes.

Market-Based Valuations

The market approach determines value based on the sale prices of comparable assets in the market. This involves identifying similar assets that have been sold recently and adjusting for differences between the assets. The approach is often emphasized due to its reliance on market data for fair market value. This method examines transactions of similar companies to estimate the value of your business. The pricing multiples derived from these market transactions are applied to the subject company’s metrics to derive its relative value. There are several market approach methods which may be used depending on specific circumstances, including:

  • Guideline Transaction Method – This method relies on pricing multiples derived from transactions involving similar companies and applied to the subject’s metrics to determine the value of the subject interest. These transactions are found in databases such as BizComps, Institute of Business Appraisers, Done Deals, Factset Mergerstat, Capital IQ, and DealStats (formerly Pratt’s Stats). Each database has information on tens of thousands of private company transactions. In this method, market multiples are derived from the companies’ transactions and applied to the subject company. The advantages of this method are information for similar-sized companies, and specific industries is available. However, the information is limited to what is reported, and comparable transactions may not exist. The transactions reported in these databases generally lack adjustment: stock transaction values are provided without interest-bearing assets and liabilities, and asset transaction values are provided without cash, receivables, prepaid, and non-operating assets or liabilities. These items are added back to the calculation before the market value of the implied capital amount is determined.
  • Past Transactions Method – When there are no applicable guideline transactions, either public or private, available for comparison, the past transactions method can be considered. However, this method only applies when the subject company has had previous arm’s length transactions. Transfers among family members or employees are generally not representative of fair market value. These transactions are provided by the internal management of the company or prior valuations performed by a certified analyst.
  • Industry Method – The final method within the market approach is the industry method or rule of thumb method. This method is a simplified form of the market approach. A “ballpark” multiple is applied to the earnings of the subject company to determine the value of the business. This method is commonly used by business brokers and can be applied to Main Street stores.

Income Based Valuations

With the income approach, the focus is on income statements, net income, and cash. The valuation professional performs an analysis of the potential economic benefits of the business and the risks associated with it based on income. The income approach can also be used to determine majority or minority interest positions. Returns that are available to both equity holders and debt holders are included in the analysis. There are several income approach methods which may be used depending on specific circumstances, including:

Capitalization of Earnings Method

The capitalization of earnings method is an income-based valuation approach used to estimate a business’s value by converting its expected future earnings into present value. This method is particularly suitable for businesses with stable and predictable earnings.

Calculation Method

  1. Estimate Future Earnings – Determine the business’s expected annual earnings, typically based on historical earnings adjusted for any anticipated changes.
  2. Determine Capitalization Rate – Select an appropriate capitalization rate that reflects the business’s risk level and return expectations. The capitalization rate is the rate of return an investor would expect, considering the business’s risk and overall market conditions.
  3. Calculate Present Value – Divide the future expected earnings by the capitalization rate to obtain the business’s present value.

Key Considerations

  • Accuracy of Earnings Estimates – The reliability of the valuation depends on the accuracy of future earnings estimates. Significant changes in the business environment can affect these estimates.
  • Selection of Capitalization Rate – Choosing the correct capitalization rate is critical. It must accurately reflect the business’s risk level and potential investors’ return expectations.
  • Economic and Market Conditions – Assumes stable economic and market conditions; significant changes can impact the valuation’s accuracy.

Discounted Cash Flow

The Discounted Cash Flow (DCF) method is an income-based valuation approach that estimates a business’s value by projecting its future cash flows and discounting them to their present value. This method is particularly useful for businesses with significant future cash flow projections and is commonly used in industries with growth potential.

Calculation Method

  1. Forecast Future Cash Flows – Project the business’s cash flows over a specific period, typically 5-10 years. These projections should consider expected revenue, operating expenses, taxes, changes in working capital and capital expenditures.
  2. Determine the Terminal Value – Estimate the value of the business beyond the forecast period. This is often done using the perpetuity growth model, which assumes that cash flows will continue to grow at a stable rate indefinitely.
  3. Choose Discount Rate – Select an appropriate discount rate that reflects the risk and time value of money. The discount rate is often based on the business’s weighted average cost of capital (WACC).
  4. Calculate Present Value –Use the discount rate to discount the projected future cash flows and the terminal value to their present value. Sum these present values to obtain the total value of the business.

Key Considerations

  • Accuracy of Projections – The reliability of the DCF valuation depends on the accuracy of the projected cash flows. Incorrect assumptions can significantly impact the valuation.
  • Selection of Discount Rate – Choosing the appropriate discount rate is crucial. It must reflect the risk level and the time value of money accurately.
  • Terminal Value Estimation – Estimating the terminal value requires careful consideration of the business’s long-term growth potential and market conditions.

The DCF method is a powerful and versatile tool for valuing businesses based on their future cash flow potential. By projecting future cash flows and discounting them to present value, this method provides a comprehensive view of a business’s worth, making it invaluable for growth companies and investment analysis. Understanding and accurately applying the DCF method can help business owners and investors make informed financial decisions.

KEY CONCEPTS IN BUSINESS VALUATIONS

Fair Market Value

Fair Market Value (FMV) is the price at which a business would sell in the market when both the buyer and seller have a reasonable understanding of all relevant facts, are not compelled to act, and have a reasonable timeframe to complete the transaction. The FMV provides essential insight into a company’s worth as opposed to the current asking process. It provides an independent view of value in light of market conditions, comparable sales, and unique aspects of the business under consideration. It is important to note that there is the assumption of an open and unrestricted market where transactions can occur.

Intrinsic Value

Intrinsic Value refers to the true, inherent worth of a business based on its fundamental financial performance and future earning potential. This valuation approach focuses on the underlying aspects of the business, such as its assets, cash flows, growth prospects, and risk factors, rather than market prices. Intrinsic value is often used by investors and analysts to identify undervalued or overvalued businesses relative to their market price. It involves detailed financial analysis and projection of future cash flows, typically using methods like DCF analysis. The goal is to determine the business’s real value, independent of market fluctuations and external perceptions.

Investment Value

This is the value that an investor is willing to pay to obtain any asset, including a business. It is based on an investor’s individual goals, risk tolerance, operational synergies, expectations, and long-term interests. Given this, it is not surprising that investment value may not reflect the true value of a business. Instead, it reveals the unique advantages a specific investor can capture from owning the business. For example, an investor may be willing to pay more for a company that offers significant synergies with current operations. This may include faster expansion into new markets or access to new products aligned with current offerings.

Market Value

This value reflects the price currently offered for a company in the marketplace. It reflects current market conditions, including supply, demand, and several other economic and financial performance factors. Since it’s determined by market conditions, the value can change as market conditions change. Quite often, it is described using financial ratios, including Earnings per Share (EPS), Book Value per Share, Market/Book Ratio, and Price-Earnings (PE) Ratio.

Liquidation Value

Liquidation Value is the estimated amount that would be received if a business’s assets were sold off individually and liabilities settled, often under distressed conditions. This value is typically lower than the going concern value, as it assumes a rapid sale, potentially at a discount, and the absence of the business’s ability to generate ongoing profits. Liquidation value can be calculated in two forms: orderly liquidation value, where assets are sold over a reasonable period to maximize returns, and forced liquidation value, where assets are sold quickly, often at significant discounts. Liquidation value is essential in bankruptcy proceedings, financial distress situations, and when assessing the worst-case scenario for a business.

Going Concern versus Liquidation Value

The concept of Going Concern Value versus Liquidation Value contrasts the valuation of a business as an ongoing entity versus its value if it were to be liquidated. Going Concern Value assumes that the business will continue to operate and generate profits into the foreseeable future. This value considers the business’s ability to maintain and grow its operations, customer base and market presence. It includes intangible assets such as goodwill, brand value and ongoing relationships. In contrast, Liquidation Value represents the sum that could be obtained if the business’s assets were sold off individually and operations ceased. This value is typically lower, as it excludes the business’s future earning potential and may involve selling assets at discounted prices. The distinction between these two values is crucial in various financial analyses, including mergers and acquisitions, insolvency assessments and investment decisions.

STEPS IN THE BUSINESS VALUATION PROCESS

Gathering Financial Information

Gather historical financial statements, including balance sheets, income statements, and cash flow statements for the past 3-5 years. Obtain the business’s federal and state tax returns for the corresponding years. Collect the most recent financial statements, including interim reports and any management accounts that provide insights into day-to-day financial operations. Additionally, it gathers ownership and legal documents such as the business’s articles of incorporation, shareholder agreements, and any other legal contracts.

Normalizing Financial Statements

Identify and adjust for any unusual or one-time expenses or revenues that are not expected to recur in the future. Normalize the owner’s salary and benefits to reflect market rates, removing any personal expenses that are not related to the business operations. Exclude assets and liabilities that are not directly related to the business’s core operations. Remove any extraordinary gains or losses that do not reflect the business’s regular operations.

Choosing the Appropriate Valuation Method

Use the asset-based approach if the business is asset-intensive or if it is expected to be liquidated. This includes the book value method and the adjusted net asset method. The market-based approach is suitable when comparable companies or transactions are available for comparison. This includes processes such as comparable company analysis and precedent transactions. The income-based approach is ideal for businesses with stable and predictable cash flows. This includes methods such as discounted cash flow (DCF) and capitalization of earnings.

Applying the Valuation Method

For the asset-based approach, calculate the net book value by subtracting total liabilities from total assets and adjust the book value for any revaluations of assets or liabilities to reflect their current market value. In the market-based approach, comparable companies or transactions are identified, relevant multiples (e.g., P/E ratio, EV/EBITDA) are calculated, and the business’s financial metrics are applied. For the income-based approach, project future cash flows based on historical performance and future expectations, discount the projected cash flows to their present value using an appropriate discount rate, and apply a capitalization rate to normalized earnings to determine value.

Reviewing and Analyzing Results

Compare the results from different valuation methods to check for consistency and reasonableness. Conduct sensitivity analysis to understand how changes in key assumptions (e.g., discount rate, growth rate) impact the valuation. If multiple valuation methods are used, reconcile the differences and arrive at a final estimated value. Prepare a detailed valuation report that includes the methodology, assumptions, calculations, and conclusions, ensuring the report is clear, transparent, and supported by evidence. Finally, have the valuation reviewed by an independent expert or a valuation professional to ensure accuracy and reliability.

FACTORS AFFECTING BUSINESS VALUATIONS

Economic Conditions

Economic conditions play a significant role in business valuation. During periods of economic growth, businesses tend to have higher valuations due to increased consumer spending, greater access to capital, and overall positive market sentiment. Conversely, during economic downturns, valuations may be lower due to reduced demand, tighter credit conditions, and investor caution. Inflation rates, interest rates, and overall economic stability are key economic indicators that impact business valuations.

Industry Trends

Industry trends are crucial in determining a business’s value. Sectors experiencing rapid growth and innovation often see higher valuations as investors are attracted to their potential for future profits. For instance, technology and healthcare industries might command higher valuations compared to more stagnant sectors. Additionally, changes in consumer behavior, technological advancements, and regulatory changes within an industry can significantly influence the valuation of businesses operating within that sector.

Business Size and Market Position

The size of a business and its position within the market are essential valuation factors. Larger companies with substantial market share typically have higher valuations due to their established customer base, brand recognition, and economies of scale. Market leaders often command a premium valuation because of the competitive advantages and barriers to entry they create for new competitors. Conversely, smaller businesses or those with limited market presence may be valued lower due to their higher risk and lower visibility in the market.

Financial Performance

A business’s historical and projected financial performance is a primary driver of its valuation. Consistent revenue growth, profitability and strong cash flow are indicators of a healthy business and typically lead to higher valuations. Key financial metrics such as EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), profit margins, return on investment and debt levels are closely scrutinized during the valuation process. Businesses with volatile earnings or declining revenues may see lower valuations due to perceived financial instability.

Management Team

The quality and experience of the management team are critical factors in business valuation. A robust and capable management team with a proven track record can enhance a business’s value by effectively executing the company’s strategy, managing risks, and driving growth. Investors and buyers often place significant value on leadership, as a competent management team is seen as a key asset that can navigate challenges and capitalize on opportunities. Conversely, a weak or inexperienced management team may negatively impact valuation.

Competitive Landscape

The competitive landscape in which a business operates influences its valuation. Businesses with a solid competitive advantage, such as unique products, proprietary technology or exclusive market access, are likely to be valued higher. The intensity of competition, the threat of new entrants and the presence of substitute products or services also affect valuation. A business operating in a highly competitive market with low differentiation may face downward pressure on its valuation due to the risks of market share erosion and price wars.

Legal and Regulatory Environment

The legal and regulatory environment surrounding a business can significantly impact its valuation. Compliance with local, state and federal regulations, potential legal liabilities and the stability of the regulatory framework are all considered during the valuation process. Businesses operating in highly regulated industries, such as pharmaceuticals or financial services, may face higher costs and risks associated with compliance, which can affect their valuation. Additionally, pending legislation or regulatory changes can introduce uncertainty, influencing how a business is valued.

COMMON CHALLENGES

Valuing Intangible Assets

Valuing intangible assets such as intellectual property, brand reputation, patents, and customer relationships presents a significant challenge in business valuation. Unlike tangible assets, intangible assets do not have a clear market value and often require specialized valuation techniques. These assets are difficult to quantify and may involve subjective judgment. Estimating the future economic benefits derived from intangible assets, such as increased revenue or cost savings, adds to the complexity. Furthermore, the value of intangible assets can be highly volatile, influenced by factors such as technological advancements and changes in consumer preferences.

Handling Non-Recurring Expenses

Non-recurring expenses, such as legal settlements, restructuring costs, or one-time investments, can distort a business’s financial picture. These expenses are not expected to recur in the future and need to be adjusted or excluded from the financial statements to provide a more accurate representation of the business’s ongoing performance. Identifying and normalizing these expenses requires careful analysis and judgment to ensure that the adjustments are reasonable and do not misrepresent the business’s financial health. Failing to properly account for non-recurring expenses can lead to inaccurate valuations.

Adjusting for Owner’s Compensation

In many privately held businesses, the owner’s compensation may not reflect market rates. Owners may take higher salaries, benefits, or personal expenses that would not apply to a new owner. Conversely, some owners may underpay themselves to retain earnings within the business. Adjusting for owner’s compensation involves normalizing the financial statements to reflect what a typical market-rate salary would be for the owner’s role. This adjustment is crucial for providing an accurate picture of the business’s profitability and financial performance, but it can be challenging due to the subjective nature of determining appropriate compensation levels.

Estimating Future Cash Flows

Estimating future cash flows is a cornerstone of many valuation methods, such as the DCF approach. However, projecting future cash flows involves significant uncertainty and reliance on assumptions about future business performance, market conditions and economic factors. Factors such as sales growth, profit margins, capital expenditures and working capital requirements must be accurately forecasted. Small changes in these assumptions can lead to substantial variations in the valuation outcome. The challenge lies in making realistic and well-supported projections that reflect both historical performance and future expectations.

Dealing with Market Fluctuations

Market fluctuations can profoundly impact business valuation. For example, a downturn in the overall market or industry-specific challenges can lower valuation multiples and reduce investor confidence. Conversely, a booming market can inflate valuations, sometimes beyond sustainable levels. Navigating these fluctuations requires a balanced approach, considering both current market conditions and long-term trends. Valuators must remain adaptable and incorporate market dynamics into their analysis to ensure accurate and fair valuations.

BUSINESS VALUATIONS FOR SPECIFIC PURPOSES

Valuation for Sale or Acquisition

Valuation for sale or acquisition is a critical process that determines the worth of a business to potential buyers or sellers. This type of valuation helps both parties understand the fair market value of the business, ensuring that the sale price is justified. It involves a thorough analysis of the company’s financial performance, market position and growth potential. The key value drivers in this situation include revenue and profitability, market position, customer base and intellectual property, talent, and growth potential. Depending on your role in the transaction, the valuation will provide important but different types of information. A seller typically uses the data to determine a realistic asking price. Concurrently, the results can serve as a blueprint for improvements which can be implemented to reach an increased amount. A buyer may use the information to evaluate and assess the risks, returns, and transactions.

Valuation for Divorce Settlements

When a couple decides to divorce, it is necessary to ascertain the value of all marital assets, which often includes a business. A business valuation under these circumstances involves a thorough review of the company’s financial health, including assets, liabilities, income, expenses, and earnings, to determine current worth. Value drivers include cash flow, market conditions, and the degree of the owner’s involvement. In many cases, adjustments are required to account for discrepancies, including personal expenses covered by the company. The result is a fair value estimate that will stand up in court or during mediation.

Valuation for Tax Purposes

Valuation for tax purposes is required for various tax-related events, including estate planning, gifting and compliance with tax regulations. Accurate business valuation ensures that tax liabilities are correctly calculated, avoiding potential disputes with tax authorities. For estate planning, valuation helps determine the value of a business owner’s estate and the applicable estate taxes. When gifting business interests, valuation establishes the fair market value to report for gift tax purposes. Additionally, businesses may require valuations for tax compliance during mergers, acquisitions or restructurings. This type of valuation must adhere to specific tax guidelines and standards to ensure it meets regulatory requirements.

Valuation for Financial Reporting

Valuation for financial reporting involves assessing the fair value of a business or its assets for inclusion in financial statements. This is crucial for compliance with accounting standards such as Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS). Accurate valuations are needed for purposes such as goodwill impairment testing, purchase price allocation in mergers and acquisitions and fair value measurements of assets and liabilities. The valuation process includes detailed analysis and documentation to support the reported values, ensuring transparency and accuracy in financial reporting. This helps stakeholders, including investors, creditors and regulators, make informed decisions based on reliable financial information.

Valuation for Litigation Support

In litigation support, business valuation provides essential evidence in legal disputes involving business interests. This may include shareholder disputes, partnership dissolutions, breach of contract cases and economic damages assessments. The valuation must be thorough, defensible, and prepared to withstand scrutiny in a legal setting. It involves analyzing financial records, market conditions and the economic impact of the disputed issues. Expert valuators may be called upon to testify in court, providing their professional opinion on the business’s value. Accurate and objective valuations are crucial in these situations to ensure fair outcomes and resolve conflicts effectively.

ADDITIONAL RESOURCES

Books:

Professional Associations and Organizations

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