1. Start with the business -  Value Drivers:  Size, growth rate, management, niche, history -  Value Detractors:  Customer concentration Poor financials Outdated M&E Few assets Lack of agreements with employees, customers, suppliers Poor exit possibilities Small market Potential technology changes Product or service very price sensitive 2. Financial analysis: Market Value - comparables Multiple of Earnings - based on rate of return desired 3. Structure and terms: 100% cash at closing could reduce price 20% 4. Second opinion: Even professionals need a sounding board 5. Indications of high value: - High sustainable cash flow - Expected industry growth - Good market share - Competitive advantage - location/exclusive product line - Undervalued assets - land/equipment - Healthy working capital - Low failure rate in industry - Modern well-kept plant 6. Indications of low value: - Poor outlook for industry - foreign competition price cutting regulations taxes material … [Read more...]

“There are many reasons for valuing an entity, and those circumstances can lead to different outcomes…For instance, a business’s value for sale on a going-concern basis will differ from its value for liquidation purposes.  It similarly makes a difference if the valuation is for an orderly liquidation as opposed to a forced one.  For example, the value of a company for estate-tax purposes (fair market value) likely will differ from its value for a sale to a specific purchaser (investment or strategic value).  In some instances involving litigation, the courts or the law may dictate which standard of value to use.”      Source: Journal of Accountancy , August 2003 Introduction The two variables – EBIT and DCF numbers – are affected by not only the financial aspects of the business but also the non-financial aspects, which can be both objective and subjective.  For purposes of buying or selling a company, it is important for the seller to determine the floor price (the lowest … [Read more...]

Many courts and the Internal Revenue Service have defined fair market value as: "The amount at which property would exchange between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having a reasonable knowledge of relevant facts." You may have to read this several times to get the gist and depth of this definition. The problem with this definition is that the conditions cited rarely exist in the real world of selling or buying a business. For example, the definition states that the sale of the business cannot be conducted under any duress, and neither the buyer nor the seller can be pushed into the transaction. Such factors as emotion and sentimental value cannot be a part of the sale. Surprisingly, under this definition, no actual sale or purchase has to take place to establish fair market value. That's probably because one could never take place using the definition. So what does make up the value of a privately-held business? A … [Read more...]

Is there pricing elasticity? What's proprietary? What's the company's competitive advantage? Status of employment agreements and non-competes? Post-Acquisition: Are there cost savings after purchase? Are there significant capital expenditures pending? Is there synergy with the seller? Is it perceived the integration will go smoothly? Are there substantial cross-selling possibilities? Will the cultures blend? The Financials: By training and education, many business appraisers emphasize the numbers. They will look at the past, current and future numbers. They will consider all the basic financial figures such as: • growth rate • return on investment • gross profit percentage • EBITDA percentage • industry metrics • debt to net worth • book value Fundamentals: Business appraisers should also consider the company’s history, its management, products, distribution, etc. The following should also be seriously considered: multi-products, different markets, wide distribution and the quality … [Read more...]

“As shocking as it may sound, I believe that most owners of middle market private companies do not really know the value of their company and what it takes to create greater value in their company … Oh sure, the owner tracks sales and earnings on a regular basis, but there is much more to creating company value than just sales and earnings”      Russ Robb, Editor, M&A Today Creating value in the privately held company makes sense whether the owner is considering selling the business, plans on continuing to operate the business, or hopes to have the company remain in the family.  (It is interesting to note that, of the businesses held within the family, only about 30 percent survive the second generation, 11 percent survive the third generation and only 3 percent survive the fourth generation and beyond). Building value in a company should focus on the following six components: the industry the management products or services customers competitors comparative … [Read more...]

What is the value of your business? There are many ways to approach that question -- based on complex formulas or just a good hard look at the balance sheet, but no answer based purely on numbers is going to be exactly right. Even factoring in that most popular of abstracts -- goodwill -- the true essence of an operation is not likely to be revealed. To find the real value of a business, we must go to its very heart: the attitude, work habits, managerial style, customer/marketplace savvy, and community reputation of the person in charge. The business owner or manager is the final, and most cogent, indicator of business worth. Check out the following healthy signs, and then listen to the heartbeat of your own business and its leadership style: Optimistic Attitude Many business owners today are more pragmatic and take pride in being less of an "incurable optimist." The owner of yesterday wasn't afraid to follow the words of Willy Loman in Death of a Salesman: "A salesman has got to … [Read more...]

1. Build a solid management team. A business with sales of $5 million and up needs a full complement of officers and directors. Such a team might include: a COO, a CFO, a sales manager and, depending on the type business, an IT director. It is also beneficial to create a Board of Directors with at least two outside members. This professionalizing of management can remove the stigma of “the one man band.” Not only will this build a stronger company, it will increase the value to a possible acquirer. Smaller firms should also build a strong management team, and creating an outside advisor group is also a good idea. 2. Loyal employees.  Happy and loyal employees make for a strong company.  Top management should have non-compete and/or confidentiality agreements.  Solid benefits plans for all employees should be in place. A company’s greatest asset is its employees and perhaps its biggest value-increaser. 3. Growth. Some smaller companies are kept small to maximize the owner’s benefits – … [Read more...]

This question can only be answered by addressing other related questions, specifically: Who’s asking and for what purpose? From the perspective of the owner, prospective buyers, the IRS, lenders and divorce & bankruptcy courts, the value of a business for purposes of a sale, estate planning, orderly or forced liquidation, gifting, divorce, etc. can be vastly different. Intrinsically tied to the various purposes of valuation are numerous definitions of “value.” Here are a few examples: Investment Value – The value an acquirer places on a business based on a future return on investment determined by assessing past and current performance, future prospects, and other opportunities and risk factors involving the business. Liquidation Value – The value derived from the sale of the assets of a business that is closed or expected to be closed following the sale. Book Value – Book value is the difference between the total assets and total liabilities as accounted for on the company’s … [Read more...]

If you are considering entering the world of franchising, an important consideration is assessing the value of the business. All of the following factors either affect or help determine valuations of typical franchise operations: 1. Franchise Agreements: Typically, franchise agreements can cover a period of twenty years; sometimes with added options. In most situations where a franchise unit has fewer than ten years remaining on the agreement (and options, if any), the value would diminish proportionately. 2. Territory Exclusivity: Many franchisors do not, as a matter of course, provide an "exclusive" to franchisees within a given territory. More commonly, however, the franchisor will offer a franchisee limited protection for five years, during which time only he or she will be allowed to expand operation to additional units. Even limited protection can be assigned some value; any current territorial rights may have additional -- and significant -- value. 3. Business … [Read more...]