THE BUSINESS VALUATION PROCESS
Having
an accurate and realistic understanding of the true market value of your business and the various factors that positively
and negatively impact that value can be one of the most important tools in completing a successful business transaction. We have over fifteen years of formal education in business valuations, and a finger
on the pulse of the business valuation market as a result of constantly negotiating business transactions.
Sierra Company, LLC offers two types of valuation services. The first
is a no cost Valuation Summary which generates a valuation range to help prepare a Business Owner for the business sale process. The second service is a comprehensive Business Valuation
Report which includes a detailed Valuation Document for Owners seeking
a professional third party valuation report. This service varies in price
based on the size and complexity of the business.
To begin
either process we need some basic information about your Company including complete year end financial statements for the
past three years and some general information about the business. A Valuation Questionnaire that guides you through all the information needed for a valuation
can be found in the FORMS AND RESOURCES section of this website.
If you are interested in a Business Valuation, please call us at 303 903-2100
for a no-cost initial meeting.
Below is a summary of the general valuation
process.
The first step In the
Business valuation process is to identify the Company’s true business earnings through an in-depth study of the income
statements, balance sheets, and tax returns, as well as a basic review of the overall business and industry. The term, “Seller’s Discretionary Earnings” (SDE) or Cash Flow is commonly used to refer
to a Company’s overall earnings. In larger Company
EBITDA or Earnings Before Interest, Taxes, Depreciation
and Amortization is commonly used as the measure of Company earnings. SDE is calculated by starting with the Company’s net pre tax income from the Income Statement
and adding non cash expenses including depreciation, net interest expense and amortization.
The Owners compensation and benefits are then added back as well as contributions, donations, one time non-recurring
expenses, and other personal or non business related expenses.
The key is to identify
the true cash flow that would have accrued to a “normal” independent Owner over the past three to four years.
For example, if the Seller takes $5,000 per month in rent on the facility he
owned, but would charge a new Buyer $6,000 per month in rent, the Seller would need to deduct $1,000 from the SDE to “Normalize”
earnings. Alternatively, if the Seller’s uncle is paid $100,000 per year
as the Service Manager, and a new Owner would replace the uncle for $60,000 per year, $40,000 should be added to the SDE.
The process of identifying
SDE is often referred to as “recasting” the financials statements. A
Financial Recast Worksheet is included in the FORMS AND RESOURCES section of this website to help you with the process. Be
aware that all banks and almost all buyers will compare tax returns with Income Statements (even audited statements) and will
expect a clear explanation of any significant variations between returns and Income Statements.
It’s important
to then identify what is including or not included on the Company’s Balance Sheet.
These are points of negotiation put to have a clear understanding of value you must have a common reference of assets
included. In a traditional assets sale, the Seller would retain cash and the
company would be transferred free and clear of any long term debt. However, Accounts
Receivable, Accounts Payable, personal assets, Inventory may all be included or excluded depending upon the negotiations of
the transaction.
Once the Company’s
true earnings (SDE) and included assets are identified, the next step is to apply valuation formulas. There are many complex valuation formulas including formulas specific to certain industries (rules of thumb). Some of the more common valuation formulas include Capitalize Net Earnings, Discounted
Future Cash Flow, and Capitalized Excess Earnings. In general, the results of
these valuation formulas tend to approximate a multiple of Earnings or SDE. For
example, Company value equals a multiple (2.8) times SDE (425,000) or $1,190,000. This
multiple can be considerably difference depending upon the size, location and industry of the business, but in general the
multiple gets larger as the Company’s SDE get larger. The chart below provide
some common samples of SDE Multiples which could vary greatly from you company’s specific multiple. As a Company’s earnings approach $1,000,000 Buyers tend to rely more on a multiple of EBITDA and
multiples also tend to increase.
SDE MULTIPLE COMPUTED VALUE RANGE
250,000 2.0 to 3.0 $500,00 to $750,000
500,000 2.5 to 3.5
$1,250,000 to $1,750,000
750,000 3.0 to 4.0
$2,250,000 to $3,000,000
1,000,000 4.0 to 5.0 $4,000,000 to $5,000,000
After identifying earnings
and applying an appropriate valuation formulas (multiple), the next step is to verify your valuation result by comparing the
computed value to the sale price of other comparables Companies. There is a significant
amount of real world comparable data available through the internet for a fee at sites such as: www.bizcomps.com, www.bvmarketdata.com, www.prattsstats.com. A review of actual sale prices for similar business will allow you to narrow
in on your appropriate price to earning (SDE) multiple and determine the applicable range of value for your company.
What will determine where
your company’s market price will fall between the range of values is the Buyers perception of your businesses overall
strength. Below is a sample list of factors that can positively and negatively
affect the market value of your Company. While these factors will weigh differently
for each buyer, improving as many of these factors as possible will generally tend to result in a higher overall price.
Business attributes that justify a HIGHER multiple:
A consistent historical
record of growth and profitability |
10+ years in business
|
Substantial hard asset
value |
Accurate and timely Financials,
Tax Returns, and records |
Easy to understand motivation
for selling (e.g. retirement) |
Strong stable management
team, owner not critical to operations |
Lack of family or partners
in the operations |
Few employees, low employee
turnover |
Clear opportunity for
growth and/or improvement |
A broad diverse customer
base |
Longevity of customers |
Strong competitive advantages |
Barriers to entry for
competitors |
Proprietary or exclusive
products |
Recurring revenue accounts |
Current and well maintained
assets and facility |
Strong facility location |
Favorable facilities lease |
Property included in the
sale |
A high demand (manf, distro,
service) vs. low (retail, bar, rest.) |
Favorable seller financing
|
The terms of transaction
also affect the overall price. In general, an all cash transaction will sell
for less and a business purchased on terms will sell for more. Typical terms
for a Company valued between $500,000 and 5 million would be for the Owner to “carry back” 10-15% of the price,
the Seller would invest 20% of his own capital and the balance of the price would be financed.
TEN STEPS TO INCREASE
THE PRICE OF YOUR BUSINESS
1. FOCUS ON EARNINGS vs. SALES. All things being equal, a Company with $4 million in sales and $500,000 in earnings will sell for the same
as a Company with $5 million is sales and $500,000 in earnings.
2. CREATE COMPETITIVE ADVANTAGES such as
obtaining recurring revenue, exclusive sales agreements, proprietary products or rights or other defensible advantages.
3. KEEP MAJOR EQUIPMENT/ASSET TRANSACTIONS ON THE BALANCE SHEET and off of the Income Statement whenever possible.
4. CLEARLY DOCUMENT ADD-BACKS so that significant
personal expenses that are paid by the Company can be included in earnings with certainty.
5. GET CLEAR ON TAX LIABILITY AND STRATEGIES you
will employ (stock vs. assets sale, Purchase price allocation, personal goodwill, etc.) prior to beginning the sale process.
6. SELL AT THE RIGHT TIME, with three years
of increasing sales and earnings. Keep the sale process moving, time is the enemy
of every deal.
7. FIND THE RIGHT BUYER. Know what types of buyers (Individual, Strategic, Financial, etc.) will obtain the greatest benefit from
the acquisition of your Company and seek out multiple Buyers in that group.
8. GET GOOD AT NEGOTIATING. Know each Buyer and what motivates them, always remain calm except for the very rare moment(s) when its
time not to be clam, know the entire process and what to expect, know how and when to create bargaining “chips”,
know how and when to address the negatives in the Company, expect setbacks, Keep the process moving, resist the temptation
to talk first, never assume – document, etc.
9. WORK WITH AN INTERMEDIARY so that you’ve
got someone familiar with the process (deal structure, taxes, terms, negotiating, etc.) working on the deal while you are
focusing on running the business.
10. IMPROVE THE OVERALL STRENGTH OF THE COMPANY.
A consistent historical
record of growth and profitability |
10+ years in business
|
Substantial hard asset
value |
Accurate and timely Financials,
Tax Returns, and records |
Easy to understand motivation
for selling (e.g. retirement) |
Strong stable management
team, owner not critical to operations |
Lack of family or partners
in the business |
Few employees, low employee
turnover |
Clear opportunity for
growth and/or improvement |
A broad diverse customer
base |
Longevity of customers |
Strong competitive advantages |
Barriers to entry for
competitors |
Proprietary or exclusive
products |
Recurring revenue accounts |
Current and well maintained
assets and facility |
Strong facility location |
Favorable facilities lease |
Property included in the
sale |
A high demand (manf, distro,
service) vs. low (retail, bar, rest.) |
Favorable seller financing
|
If you have questions
or would like to learn more about strategies for improving the sale price of your business please call us at 303 903-2100.