In tourism, like in any other business domain, valuations frequently strengthen businesses and litigations. Estimating a company's value is a process that is required for mergers & acquisitions, for stock market flotation but also in case of legal disputes.
The valuation of tangible and intangible assets is carried out by experts who must take into consideration the evolution of both the company and the external environment. But when the environment is dramatically changing under financial crisis conditions, experts encounter several difficulties in estimating the value and drafting their opinions.
Our paper explains how appraisers use valuation in the tourism domain, what and how do they value, and how the financial crisis affects the valuation process. We will focus our research on the Romanian market, in order to identify the particularities of the valuation process in an emergent market under crisis conditions.
Key words: valuation, tourism, financial crisis
Particularities in valuating tourism companies
Valuation is the activity of estimating the value of tangible or intangible assets, of businesses or of business' shares. Valuation is a complex process, undertaken by highly specialised persons, the valuators that have vast knowledge in the economic and the legal field.
Business valuation is very much welcomed by the users of accounting data as it plays an important role in estimating the value of alternative business strategies and implementing programmes or the value of major transactions: mergers, acquisitions, disinvestments, recapitalisations, shares or bonds issues. Further on, business valuation facilitates the communication with partners when discussing the value of the company (through plans and strategies) and may be used by the management when redirecting the performances of the various activities.
Generally, when carrying out a valuation of a company, the indications for the International Valuation Standards (Guidance Note) will be used, respectively GN1 -Valuation of Real Estate, GN 3 - Valuation of Plant and Equipment, GN 4 - Valuation of Intangible Assets, GN 5 - Valuation of Personal Property, GN 6 - Business Valuation, and GN 9 - Discounted Cash Flow (DCF) Analysis for Market Valuations and Investment Analyses. Companies operating in tourism have specific particularities, resulting in their valuation being specific; therefore, along with the typical standards in business valuation, it is recommended to use especially the International Valuation Guidance Note No. 12 - Valuation of Specialised Trading Property.
Taking into consideration the provisions contained in these International Valuation Standards, valuating a business and drafting an opinion in this respect would entail the following:
- Identifying the business and its proprietary rights;
- Identifying the type of value to be estimated, according to the aim of the valuation;
- Fixing the date of the valuation;
- Making a preliminary analysis, collecting and selecting data about the internal and external environment of the business to be valued, its recent transactions, offers and demands for transactions;
- Building the SWOT matrix;
- Drafting hypotheses and limitative conditions;
- Estimating the value using the approaches recommended by IVSC, namely: sales, revenues and costs based approaches;
- Reconciling the results and estimating the value;
- Drafting the valuation report.
When starting the valuation of a company operating in tourism, it is essential to consider its structure, behaviour and performance paradigm, respectively: the offer and demand for touristic products, the structure of the company and market, the behaviour and performance of the company and market, the public policies in tourism.
An important category in tourism is represented by entities grouping hotels and restaurants that, in the IVSC's vision (along with other properties such as petrol stations, theatres, cinemas) are regarded as properties assimilated with a company, Trade Related Properties (TRP) or distinct operational entities. This paper shall refer mainly to valuation of these types of tourism companies.
Identifying the business and its proprietary rights
A company (business) is a commercial, industrial, service or financial entity undertaking an economic activity such as industry, wholesale and detail trade, hotels, medical care, financial, legal, educational, or social services, etc. Usually, companies are distinct operational units, generators of profit, supplying the clients with goods and/or services. The evaluator ought to clearly define the profile of the company (for example, industrial company, holding, tourism company), also the shares or the securities to valuated. In every case, the rights related to the property to be valuated and the rights associated to any other participation have to be considered from the very beginning.
Identification of the business is helped by directly discussing with the owners of the company to be valuated, who should be asked to supply information about their titles over the company. These could be articles of association, statues, shareholders agreements, etc. These documents might contain restrictions on the transfer of rights or provisions about the valuation method to use when transferring such rights.
Hotels, as well as restaurants are a class of properties that are sold on the free market as trade related properties, at prices directly based on the business potential for their current use. Usually, such a property is sold equipped with all the accessories, furniture, licences, operating rights, franchises, etc.
The first valuation principle to follow for this type of property is the business potential principle, based on the cost-efficiency of the sales and investment as demanded by the potential buyers, linked permanently to the market conditions. Large hotels are often operated by hotel companies, while smaller hotels are family owned, part of a family business; investors have thus different motivations when investing (gain - for large hotels, quality of life and family maintenance - for small hotels). Therefore, the expected rate of earning will be different, function of the expectations of the potential investor.
Along with accommodation services, hotels offer generally a number of other services, such as serving food, bars, conference and banqueting facilities, leisure facilities (swimming pool, massage, sauna, spa, etc.), designed for domestic and foreign clients. Typically, accommodation services produce the largest part of the operational profit, but an evaluator must get familiar also with the structure of the operational incomes for each source (accommodation, serving food, drinks, other services). Similarly, he/she has to have knowledge about the accommodation, depending on the type of room (single, double, suite, etc.), available facilities (furniture, shower, bath tube, TV, heating system, air conditioning system, hair dryer, internet, fax, mini-bar, safe, room-service, etc.), general comfort (noise level, access for persons with disabilities, proximity to the centre of town and/or touristic/business landmarks, view from the window, etc.). In addition, auxiliary facilities such as storage rooms, halls, receptions, kitchens, personnel rooms, etc. have to be identified. Thus, the evaluator would be able to have an image of the location, style, facilities and prices of the hotel to be valuated, in order to estimate the incoming revenues and the costs of running the business.
Type of value to be estimated, according to the aim of the valuation
Valuations are undertaken for a number of scopes: acquisitions, mergers, capital increases, expropriations, litigations, shareholders/associates/spouses disputes, for financial institutions or for legal actions with a patrimonial scope.
The chosen type of value of the business has to be fit for the aim for which the valuation is to be undertaken, being either the market value - usually, in case of future sale or purchase, or values that are different from the market value - utilisation value, investment value, insurance value, liquidation value, merger value, etc., depending on the purpose of the valuation.
According to IVS 1:"the market value is the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion"
The market value concept is based on specific hypotheses, presented in IVS 1. The other types of value involve applying different hypotheses which, if not clearly identified, might lead to an erroneous valuation.
In the tourism field, Trade related properties sell on the market as an integrate functional unit, usually valuated at the market value that includes land, buildings, other fixed assets, inventory (if not included, this should be indicated), intangible assets (e.g. software, goodwill, licenses, operating permits, etc.).
Fixing the date of the valuation
Once the purpose of the valuation and the type of value to be estimated are identified, it is necessary to determine the date to which all the calculations and estimations should refer to, as the date of the valuation represents the date at which the evaluator's opinion on the value is valid. This detail must be expressly indicated in the valuation report, since all information presented by the evaluator in the report was gathered and processed up to this date. After the date of the valuation, markets and market conditions may change, rendering the estimated value incorrect or inadequate for a different date.
By their nature, hotels are specialised assets, usually created for a specific use. Changes in the market conditions due to domain structuring, local competition or other factors may have a major impact on the value of the hotel, seen as a profit generating property. The estimated value should reflect the status and circumstances of the market at the valuation date and not at a past or a future date.
Preliminary analysis, data collection and section
The company to be valuated is operating in a business environment the evaluator should strive to know, to understand and to forecast its evolution, using various management methods, such as the STEP model (for macro-environment analysis), the Porter model (for micro-environment analysis), diagnosis-analysis, comparisons, analyses and forecasts of various indicators taken from the company or the business environment.
Analysis of the company's external macro- and micro- environment
The external environment's evolution impacts companies' performance and it is possible to reveal its influence by using models like STEP and Porter; these models require the evaluator to identify and examine not only the main exogenous variables that can affect the company's results but also the structure of the competition in the analysed domain. Thus, for assessing the external environment in tourism, the evaluator shall identify:
- social variables (clients' education level; public attitude towards business and work, life style, birth and death rates, life expectancy migration, attitude towards religious, ethnic, cultural, sexual etc. minorities)
- technological variables (infrastructure in the area where the company to be valuated is operating, telecommunications and IT facilities, number of patents and licenses in the field, rate of new inventions and franchises, transfer speed for technologies, fixed assets and auxiliary technologies renewal rate, etc)
- economical variables (prime rate, inflation rate, exchange rate, unemployment rate, average rate of return on investment, return risk-free rate, taxation and budgetary deficit, GDP's evolution, services' evolution - tourism being a part of, households' budgets, etc.)
- political and legislative variables (governmental regulations and legislative stability, commercial and antitrust legislation, industrial and intellectual property legislation, employment legislation, environment legislation, tourism legislation, monetary and foreign exchange policy, budgetary and fiscal policy, balance of powers in the state, employers - unions - govern relation in the tourism field).
Moreover, an analysis of the clients, competition, suppliers and substitute products/services should highlight the negotiation power of the clients and suppliers of the company to be valuated, the level and intensity of the competition within the tourism industry and also the substitute products/services' capacity to replace the products/services of the said company in the consumers' preference. The STEP and Porter models' ultimate goal is to identify the opportunities, risks and uncertainties of the company's external environment.
Analysis of the company's internal environment
This analysis starts from requesting information about the financial situation, contracts with employees, clients, suppliers, banks, about litigations, operating rights, licences, patents, trademarks, etc. The business's history is extremely important for understanding this business and its potential, as it reveals the potential owner the size of the gains to be expected.
To achieve this, the evaluator should look into the financial situations, should identify the assets, the debts, the capital and the financial situation of the company, and should outline the past performance and its evolution against external factors. The evaluator should identify the company's capacity to make profit and pay dividends, its intangible values or assets (patents, trademarks, copyrights, know-how's, databases, goodwill, etc.). It is essential for the evaluator to discuss with the hotel's manager/owner and to identify the clients' profile and what services they demand, in order to be able to asses the potential of the business. The evaluator should ask questions about hotel's occupancy rate, average stay, average revenue per room, causes for the fluctuation of clients, sales value and volume, as well as questions any other aspects relevant for the business's future, including competitors' behaviour. Usually, the following indicators are to be used: occupancy, ADR (average daily rate), RevPAR (Revenue Per Available Room = occupancy ×average room rate). Occupancy represents the percentage of available room-nights occupied; RevPAR only measures the performance of the core business of hotels, letting rooms. Many hotels make much of their revenue from additional services such as food and drink.
The following indicators (Edvinsson, Malone (1997)) should be extracted from the financial analysis, so that the potential of the business is then clearly illustrated: Total assets, Total assets/employee, Revenues/total assets, Profits/total assets, Revenues resulting from new business operations, Revenues/employee, Customer time/employee attendance, Profits/employee, Lost business revenues compared to market average, Market value, Return on net asset value, Return on net asset resulting from new business operations, Value added/employee, Value added/customer, etc.
The internal diagnosis is performed based on this information, allowing a better understanding of the company's current status and creating the foundation for the company's options for its future evolution. The internal diagnosis should ultimately indentify the strengths and the weaknesses of the company, these being the starting points in evaluating the company's strategic ability to create the basis for gaining competitive advantage (namely, the basis that would enable the company to control the "five competitive forces" better then its competitors.).
Recent transactions, offers and demands for transactions
The information needed for applying any valuation methods include recent transactions, offers and demands for transactions related to the entity to be valuated and to similar entities. Thus, the evaluator finds information about investment rates and comparable markers of the business to be valuated, about the advantages of controlling the business, the disadvantages of cash shortage, and the market price of similar entities in the same business, etc.
Building the SWOT matrix
Based on the information and analyses performed in the previous stages, by applying the STEP model and the diagnosis - analysis, the evaluator builds the matrix of strengths and weaknesses, opportunities and threats (SWOT) that is intended to:
- evaluate the company's capacity to act and react in front of challenges brought by the external environment;
- ascertain the distance between the company's existing means and resources and the ones required for securing success in the confrontation with the external factors;
- efficiently combine these variables for laying the basis of the future company's strategies.
A SWOT analysis model for a company offering integrated touristic services (accommodation, food and auxiliary services, tourism agency, transport services) might look as follows:
- strengths (S): market leader; good solvability and liquidity; renowned trademark in services; own tourism agency; own capacity for transporting tourist;, efficient marketing; qualified staff.
- weaknesses (W): declining profit; high operational costs; tense employment relationship; litigations with clients.
- opportunities (O): business expansion after recession; development of low-cost airline companies in CEE (BlueAir, Centralwings, MyAir, SkyEurope, GermanWings, Wizzair); development of some of the company's services by accessing other European markets; designing a news trademark for gaining an advantageous market position.
- threats (T): competition in the national market from EU companies; decreasing interest from the consumers for traditional services; development of attractive substitute services (virtual tours of various locations provided by IT companies); evolving EU legislation.
Drafting hypotheses and limitative conditions
When performing a valuation, the expert has to consider several hypotheses and limitative conditions, as these represent explanations and limitations of the resultant value. In the valuation report, along with defining the value to be estimated, the evaluator should indicate which are the hypotheses and limitative conditions that his reasoning is built on.
The limitative conditions may be imposed by the evaluator, by the clients or even by the legislative environment. Therefore, we have:
- hypothesis of continuing activity - following the discussion with the client for estimating the value, the evaluator indicates that, in his/her opinion, the subject entity is to continue its activity in the predictable future, without the intention or the need to be wound-up or downsized. Continuing activity is an alternative to the winding-up premise, rendering a bigger company value then the liquidation value, and essential for estimating its market value.
- hypothesis of the best utilisation - when estimating the value of a property, the evaluator has to indicate whether the regarded utilisation is physically possible, appropriately justified, legally permissible and financially feasible, as meeting these conditions would lead to a maximum value for the subject property.
- limited inspection - when the evaluator is not given permission or he/she cannot objectively and completely investigate one or more of the important factors that may have an impact on the valuation, he/she must mention this in his/her report; for example, the evaluator indicates whether he/she inspected or not the quality of the physical environment of a subject property, respectively, if is the case, soil, water, air quality or the activity taking place on the neighbouring properties. In case of suspicions related to the previously mentioned elements, but no convincing proof, then the evaluator shall specify the limits of his/her report, indicating that he/she cannot offer guarantees related to the value, if, for example, a risk of pollution is manifest.
- reasonably efficient operator or average competent management - this concept is used when valuating trade related properties and targets the company's potential to generate profit rather then the current level of profit made by the existing owner, as the value includes only the transferable goodwill (resulting from the trade name and reputation, clients, location, services and similar factors generating economical benefits) excluding the personal goodwill (goodwill that can be attributed to the business management).
The valuation of a trade related property operating in tourism is based on the premise that the transaction is to be performed through transferring the ownership, along with all the equipments required for continuing the activity (the so-called "fully equipped property"). This premise should be paid special attention, as it has to be expressly mentioned in the valuation report, otherwise the estimated value may be distorted. For example, when doing a valuation for granting a loan, the assets (equipments) that are not the property of the entity should be left out of the estimation.
In extreme cases, on very volatile markets or with high disparities between offer and demand, it is possible that the best utilization of a property to be keeping it for future utilization.
For some properties, the optimum utilisation is given by operating the property as a distinct entity. Other properties have a more usefulness if they are operated as part of a group, for example, properties managed by an integrated company, with hotel chains, retail trade premises, fast food restaurants. An individual property may have an additional or special value, on top of its value as a separate entity, as a result of a physical or functional association with a property owned by somebody else or because of its appeal for a buyer with special interests. The value of such an additional or special value is generally mentioned separately from the market value.
The transferable goodwill is an intangible asset, part of the goodwill and represents a particularity of the trade related properties, being transferred to the new owner along with the sale of the property.
Estimating the value using the approaches recommended by IVSC
In tourism, TRP's are regarded as individual businesses (per se) and their valuation, although is based on the usual concepts and techniques, still has specific particularities, as it disregards the fiscal taxes, amortisation policy, cost of borrowed capital and the share capital.
Valuations of TRP's acting in tourism are normally based on the hypothesis of continuing activity by a reasonably efficient operator, who benefits from the existing licences, fixed assets and inventories the business needs, as well from an adequate reserve fund. The property's value, including the transferable goodwill, results from the estimated level for maintaining the business. Since the current performance level of the business may be the starting point in estimating the correct and maintainable level of the activity, atypical revenues and expenditures should be adjusted so they reflect the activity of a reasonably efficient operator. According to deRoos, J. and Rushmore, S., valuation in the hotel business is performed based on the three fundamental approaches recommended also by IVSC, namely the approaches by comparing sales, by income and by costs. Due to the industry specific, when reconciling the values, most importance should be given to the income approach, because the businesses in the field are seen as TRP's, namely are valued by potential buyers exactly through their potential to generate revenues and thus profit.
The sales comparison approach - it implies the identification of transactions with similar or substitutable properties (or identification of quotations or offers for sale). The value of the subject property is estimated using a comparison based on multiples (calculated on the turnover, revenues, etc.). The main difficulty in this approach comes from finding the most comparables available on the market since businesses, even within the same field, have differentiating characteristics (strengths, weaknesses).
The income approach estimates the value through a revenue capitalisation or actualisation (usually, the net operating profit). This approach does not emphasize the intrinsic value of the fixed assets such as buildings, land, equipments, but it assumes that, through the existing assets, the subject entity is able to generate incomes also in the future, therefore, because of this, it has value in the eyes of the potential investors. Usually, as investors tend to give it a great importance, the valuation is based on the potential earnings before interest, taxes, depreciation and amortization (EBITDA). This requests carrying out analysis and forecasts on the operational profit, based on indicators such as occupancy, ADR and RevPAR. Once the revenue is ascertained, it is then converted into value by relating it to a capitalisation rate or by updating the cash flows, depending on the case. According to Dujoncquoy, C., Tomatis, J the financial valuation (approach by incomes) of a hotel (seen as a TRP) corresponds to the principle that the value represents the capitalisation of the future incomes of the business. The capitalisation or the actualisation rate represents, ultimately, an yield of an investment done by a generic investor and they include, therefore, the perception over the risk - revenue set. This rate includes the perceptions over the free risk return in the economy, the global economic risk, country risk, sector risk and the company risk.
The cost approach implies the alternative of acquiring a modern equivalent asset with the same utility as the subject entity. This includes both the cost of buying an equivalent land and the cost of erecting a new equivalent building. Often, the subject asset would be less attractive then the cost of the modern equivalent due to age or depreciation, therefore an adjustment related to the physical and moral depreciation of the asset should be applied to the replacement cost.
The European tourism market during financial crisis
A comparative study undertaken by CB Richard Ellis has revealed that, in the tourism industry in the CEE countries, the hotel occupancy rate during the entire 2007 year was between 60% and 80%, where the average daily rate (ADR) varied between 80 and 210 EUR, with markets classified in mature (Budapest, Prague, Vienna), stabile (Warsaw) or emergent (Bratislava, Bucharest). In 2008, the situation has changed in that the occupancy rate dropped with 5% and ADR varied between 80 and 135 EUR (figure no.1.).
Compared with December 2007, in December 2008 the perception over the investment risk in CEE countries has changed, and as a consequence the expected return rate has changed (see table no. 1). Naturally, such a change leads to a decrease in the market value of the transacted properties, the most severe correction being the one the Romania and Czech Republic markets.
An international study published in The Magazine of the World Wide Hotel Industry for Febr.2008/Febr.2009 indicates that the Western European hotel industry is touched by the crisis (see table no. 2), with the occupancy, ADR and RevPAR indicators showing significant decline.
Similarly, according to a study by the Cornell University (Kimes S., E. 2009) on a target group of 291 managers from the UK tourism industry, serious concerns have been expressed related to the future trends of the industry, as the demand for renegotiation of the clients contract has increased, the involvement of the companies in price wars has raised and the competition has sharpened. Compared to 2008 when the man focus of the tourism companies was on attracting human resources and developing IT based support services in an expanding market, year 2009 has brought, in the opinion of these managers, many difficulties in maintaining prices and a strong increase in the clients' negotiation power due to the dramatic decline of the demand during recession. A study by the European Travel Commission for Q3/2009 shows that the hotel industry in the whole Europe is influenced by the financial crisis, with the hotels being unable to downsize their offer along with the decline in the demand and thus making losses. Nevertheless, the most critical losses have been seen in the eastern area of Europe, on the emerging markets.
Estimations given by The Economist Intelligence Unit reveal an existing recession still for 2009 at a global scale, with improvements at global level to be seen only in 2010 (see table no.3), but not for all the EU countries.
The financial crisis resulted in a brutal freezing of the liquidities on a global scale and reduced considerably the appetite for investing in emerging markets. Despite the fact that it represented an engine for the economic development of the emerging markets during 2000-2008, the hotel industry in the CEE has been deeply hit by the financial crisis, with many cases of estate developers putting an end, postponing or delaying the real estate projects in tourism. Thus, in Bucharest city centre, hotel investments planned by Sheraton, Meridian and Ramada Inn have been postponed or delayed. Likewise, other four projects for renovating existing premises (Boulevard, Swan, Golden Tulip, and Starwood) have been delayed.
Harsher financial conditions have forced investors to focus on making the existing business more efficient seeing that performance indicators were starting to decline.
Difficulties in valuating Romanian tourism companies during the financial crisis
In contrast with the beginning of 2008, that has seen a spectacular economic grow (8,2% in Q1 compared with the same period of the previous year), Romania has suffered a decline of its economy during Q2/2008-Q4/2009, combined with changes in taxation, demands for amending the legislation on public servants salaries, industrial actions, governmental instability, unemployment rise and significant increase of taxes and excises. Such socio-economic events, along with the financial crisis, eroded the investors' confidence in the Romanian economy, as well as in the hotel industry, as shown by the evolution of the BSE index and P/BV and PER indicators starting with January 2008.
Analysing the PER evolution, the indicator of a field or a company attractiveness for investors, a strong and positive correlation between the falling of the Bucharest Stock Exchange and the decline in the hotel industry becomes visible, starting with January 2008, as well as a decrease in the market value of the tourism companies compared with the accounting value (fig. no 5).
An examination of the Bucharest Stock Exchange reveals 3 listed tourism companies (symbol TUFE, EFO and BCM) - their evolution is presented in fig. no. 6, whereas on RASDAQ, although there are 45 listed companies, 20 of them resumed from trading and out of the remaining 25, 7 companies publish quarterly their financial situation and are relatively liquid (at least 1 transaction per week), 8 companies, even tradable, are not liquid (no transaction per year) and 10 companies do not publish their last financial situations (in the past 3 years), being very seldom traded.
The evolution of all the listed hotel and restaurants companies shows a general decline in the field profitability. Most of the companies made bigger losses in the first half of 2009 compared to the same period of the previous years that, combined with the politico-legislative instability, makes harder any attempt to forecast future incomes.
According to RICS, when the valuation date is situated in a time interval with such an unstable market, there is a risk that the estimation is incomplete or inconsistent, since companies and evaluators face difficulties with accurately forecasting the cash flows and lacking comparables needed in the valuation based on the market comparisons approach.
When estimating the value, both for listed and unlisted companies, the evaluator must take into account the evolution of both the Romanian and European economy and also the evolution of the tourism industry, in order to generate the SWOT matrix to use as basis for drafting the strategies for the future company's development, but also for the hypothesis and limitative conditions. Similarly, the evaluator shall consider the size of the turnover, total assets and employees, so that he/she can identify the most adequate market comparables.
In addition, when converting the income into a value, it is necessary to take into account that in 2009 the investors have an adverse risk perception, confirmed also by the high yields requested from the emerging markets (Romania is included - see table no. 1).
Estimating the value of a company is a laborious process that involves having thoughtful knowledge of the business, political and legislative environment, capacity to foresee technological changes, good abilities to forecast financial data, and all dedicated to providing the client with a realistic value.
The analyze of the European and Romanian market in the tourism domain showed us that the beginning of year 2008 has brought into attention the debut of a recession period, that is continuing to exist in 2009 as well, with different degrees of intensity, depending on economic and political response of each country.
From the gathered data we can see that the sub-domain of hotels and restaurants is particularly hit by the crisis because the hoteliers are not able to downsize their offer along with the decline in the demand.
After analysing the companies operating in the Romanian tourism industry, we can conclude that, under financial crisis conditions, the hypotheses used to estimate value and to shape the future business strategies of a company are profoundly modified. The external environment is not easy predictable, due to frequent political and legal changes that can affect drafting hypothesis and therefore the valuators judgements.
In addition, due to the risk perception impacting the investors' interests, it can be established that the market value of the tourism companies has been drastically reduced and, on short term, there are slim changes of redress.
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