Business Valuation Blog | Understanding Buying / Selling a Company

Many small business owners often wonder what their company is actually worth when they review each year’s performance results, growth patterns, and future outlook. Why not take this process a step further and definitively determine the overall value of your business?

You may answer this by claiming there is no benefit to having a formal appraisal completed until you absolutely have to. If there is no requirement such as for bank/SBA financing, new investor buy-in, partner dissolution, sale of the business, or other ownership shifting events, then is it really necessary? Won’t it require a lot of extra time and effort I don’t have? Isn’t it expensive?

The answers might surprise you. Working annually with a certified business appraiser can become a seamless part of your regular tax accounting processes and provide additional backup to your financial statements in the event any internal or external third parties ever want to review them with you. Minority partners, shareholders, key employees, new investors, banks, tax authorities, and others may knock on your door one day and ask about the state of the business.

Having an annual appraisal to complement the rest of your data will go a long way to efficiently address these issues. If an insurance, compliance, or tax audit is required down the road, you will be several steps ahead toward resolving these as painlessly as possible.

From an expense perspective, the cost will vary depending on the size and complexity of your business, however, you should be able to find a reputable valuation firm that understands your business and has the experience to provide a reasonable fee level in line with your expectations. Committing to an annual review and update with your valuation professional may enable you to receive some type of discount on future appraisal work.

Ensure you engage with a certified, experienced appraiser who will provide a high level of service and integrity with their work product. There are a handful of inexperienced and disreputable companies in the marketplace offering cut-rate prices, so be sure to research your options before you make a decision based solely on cost.

In summary, the overall value of having an annual business appraisal completed in tandem with your normal accounting and tax filings far outweighs the incremental costs involved. Planning ahead is always a good practice to instill in your business, so you will always be prepared for whatever may happen in the future.

In the small business arena, where the vast majority of US companies compete, there always seem to be new challenges and obstacles confronting many owners and employers each year. This couldn’t be any more evident than what we’ve all experienced over the last 2+ years as COVID-19, supply chain crises, inflation, shifting energy market policies, the Russia/Ukraine War, investment market downturns, and unreliable messaging have all impacted small businesses in one way or another.

Through all these developments, it seems small businesses are the ones left to fend for themselves while large corporations leverage these issues for their own gains. It might be easy to listen to all the noise and share in the complaining, however, wouldn’t it be more advantageous to focus on your company’s specific challenges, while carving out new paths to stay profitable and find growth opportunities while others are being overly reactive?

While all these compounded issues have created very significant challenges for many small business owners, many have faced these types of hurdles in the past, whether from revenue and cash flow reduction, vendor price increases, delivery delays, or employee and client retention. The most successful small business owners are continuously looking for ways to refine and improve their business practices, even in the best of times. Being proactive on a day-to-day basis while continually posing relevant questions to yourself, your peers and employees will allow you to stay ahead of the curve and be prepared when these challenging issues arise.

Don’t be afraid to take risks and invest in areas where you see new opportunities for growth or greater operational efficiencies can be developed. Challenge the rest of your team to do the same and humbly realize the more support you have from loyal employees who can assist in these efforts, the better.

Consider being a unicorn, and dare to make decisions that appear unconventional today, but could turn out to be revolutionary tomorrow. The less alike you are to the rest of your competition in certain value-added areas could easily have a positive effect on how clients view your products and services compared with those in your market. Improved communications, deliverable timelines, and customer service are just a few examples to consider.

These changes will likely create more demands on you as a business owner, as well as your employees, however, the eventual payoff can be critical in overcoming the sum total of the challenges faced as a result of the external forces affecting your business.

There are distinct differences between companies that provide a third-party service to their clients versus those which create products for sale to other manufacturers or end-users. Examples of service providers would be banks, financial advisors, insurance companies, vehicle repair shops, salons, spas, hotels, medical facilities, consultants, and appraisers. These services would be considered intangible goods.

Product manufacturers create tangible goods from raw materials while selling at a wholesale or retail level, depending on the end product and client base. They may act as a parts manufacturer for a larger manufacturer, such as automotive or aerospace companies. Others may produce end product goods that are sold in stores and other retail outlets. Sporting goods, furniture, clothes, food, and health supplements to name a few.

Some service providers may also offer tangible products that complement their business, however, these products are typically manufactured by other companies, and so act merely as a retail outlet to these producers.

Besides the obvious distinction between products and services, other variances of note would be how these companies are affected by changing markets and economies.

Manufacturers are oftentimes reliant on other companies who produce the raw materials necessary to build their products. Therefore, supply chain issues such as those faced today can have a negative impact on their ability to maintain normal levels of production. Even if supplies are available, prices may increase from their suppliers dealing with these issues, which will lead to price increases or cost-cutting concerns to maintain market share.

Service providers typically don’t face these supply chain issues, however, in an inflationary economy such as we have today, their customer base may decide to hold off on spending the money for their services, creating challenges to maintaining or growing revenues.

For small businesses, these types of challenges are always present, however much more so than in the last 2+ years of unprecedented global and local economic concerns. To survive and even thrive in these environments, regardless of the challenge, takes a savvy business owner who can think both short and long term to create opportunities where others see roadblocks.

Understanding the most critical components affecting your business, year in and year out, whether your company is a service provider or manufacturer is the first step toward realizing solutions to combat these challenges. Making adjustments without sacrificing integrity or quality is the key to becoming a long-term successful business. There will come a day when the world looks much brighter, so do what you can to prevail in today's battles, so you can win the war.

There will always be differing opinions as to why the US, and the world in general, are facing significant challenges from inflation, supply chain delays, post-COVID hangovers, and many other economic factors that may have a negative impact on your family. If you own a small business, these issues can also impact your revenue and cost structure while creating new concerns you have never faced before.

In some cases, I have seen opportunities arise from these challenges, going back to the start of the pandemic. Savvy business owners have taken advantage of new markets during these difficult times, while others simply had no alternative options other than attempting to outlast the downturn. These latest economic issues appear to be seeping into every industry and business, from technology to energy to food markets, with no short-term solution in sight.

Regardless of the type of business you own and the effects the economy has taken on it, it might be a good time to consider reevaluating your company, given the recent changes that have occurred as a result. Taking a hard look at the state of your business can provide you with the ability to adjust course in certain key areas where revenues and expenses are concerned.

As we have all seen from past experience, there is always a light at the end of the tunnel, regardless of how long and dark it may be. Planning ahead with a strategically revised business plan, starting with a current assessment, can proactively put you in front of the competition.

Your future success and that of your business can, in part, hinge on creating new ideas that will open up opportunities created by these downturns. While many will continue to gripe and complain about the state of the world and how it negatively affects their livelihood, you can look to be one of those who seize the moment through insight and careful planning.

One of the biggest challenges small business owners face is keeping track of all their records for sales, costs, and everything in between. Being organized is critical when it comes time to value your company for a sale, new investor, or any other reason. It will require a lot of information be given to a certified appraiser, who needs to understand the details behind the numbers.

Tax returns, income statements, and balance sheets are the most common types of documents recorded annually, however, these figures may not tell the whole story as the value of your business is determined. Certain expenses will be fixed, while others may be variable and discretionary, which should be discussed with the appraiser so they can make adjustments to the bottom line that otherwise might be missed.

Is it important for you to understand the value of certain tangible and intangible assets as part of the appraisal? The business appraiser will rely on your depreciated tangible asset levels unless you can provide recent equipment or real estate fair market reports, which may show considerably higher figures. Some appraisal firms have the capability of valuing these tangible assets concurrently with the business appraisal as part of the overall project.

The intangible value will normally be picked up within the general goodwill category. If you believe there is significant worth to specific assets such as; customer relationships, contracts, trademarks, patents, websites, or similar intangibles, you will need to provide details that can be supported by revenue streams and related data.

It is important to not only provide the appraiser with as much realistic backup data as you can but to also stay involved and be available to answer questions that may arise during the valuation analysis. These tactics will lead to an optimal outcome while supporting reasonable conclusions for the overall value of your business.

As a business owner, there are many reasons why you may want to determine the actual value of your company. Here are some of the more common ones:

Business Sale

This is probably the primary reason a business valuation is needed. The sale of your company shouldn’t be finalized without an understanding of value. This will assist in negotiations and provide an independent analysis that both parties can agree on.

Ownership Transfer

You've put a lot of time and effort over the years operating your business, growing it into what you know is a strong successful continuing enterprise. One day you look up and realize it’s time to consider retirement or, at the least, take a step back and let the next generation take over the reins. To properly transfer ownership under this type of transaction requires a business appraisal to accurately reflect the value and determine a fair process to accomplish this final business goal.

Partnership Dissolution

Whether this involves a senior or minority shareholder stepping down or a personal divorce that needs to be settled, each party wants to realize a fair shake in the process. To avoid one side or the other trying to inflate or depress the actual value of the business, obtaining an independent appraisal will provide a solution.

Estate Settlement

When a business owner or senior partner passes away, it is an emotional situation. This can be further complicated when there are multiple investors and heirs to the business, some of whom may have different goals as to their settlement of shares. Some may want to liquidate the company, while others may want to continue forward and take over operational control. Engaging with a certified business appraiser to value the company and determine partial ownership interests can assist in settling all of these possibilities so the business and shareholders don’t suffer.

Merger/Acquisition

If your business is being rolled into a larger company as part of a merger or acquisition, the due diligence process will involve an appraisal of the business and its underlying assets. There are formal accounting principles and guidelines in place to complete this effort that an appraiser will follow to ensure the transition goes smoothly.

Going Public

If an IPO (Initial Public Offering) is in your future plans, after years of operating privately, you will need to determine value based on a targeted share price. There are a number of valuation techniques that can be used to compare your currently private company to a public one, allowing an appraiser to determine value and price those shares at a rate that is reasonable in the open market.

Liquidation

There may come a time when the business is not operationally profitable, and all forecasted redevelopment plans have been exhausted. In this case, a liquidation of the company will need consideration. Understanding and estimating the value of the company’s assets will be the primary driver in this circumstance, ideally with the purchaser giving some consideration for future operations.

Regardless of the reasons why a business valuation is needed, ensure you engage with a certified experienced appraiser that can work with you to facilitate a successful outcome.

Business owners likely have particular ideas about the value of their company and how best to calculate it, given their experience and knowledge of their financial history, and understanding of the market and industry in which they operate. When you need to formally engage an experienced, certified business appraiser to value your company, it's important to understand the standard accepted approaches they consider and weigh during the process.

There are three approaches to business valuation, namely the Income Approach, the Market Approach, and the Asset Approach. Each of these methodologies can be broken down further and considered based on the type of business you own, available data to analyze, and the company’s current operational status. Here is a brief summary:

The income-based approach has two primary methods that take into account whether the business income is steady or inconsistent. Essentially, the company's income is measured over a period of time to determine its overall value. Under a “Capitalization of Earnings” approach, the appraiser will consider both historic and future income probability, based on a steady stream of revenue, and discount these streams to realize a net present value, while using appropriate rates of capitalization.

Under the “Discounted Future Earnings” approach, the appraiser will estimate value primarily from future income probability, or forecasts, over a fixed period of time, to a terminal value, and discount this back to the present

Market Approach

>The Market Approach determines business value where the subject company being appraised can be compared to available businesses traded in the public marketplace. Adjustments are made to better match the private business based on revenue and overall size.

These guidelines are either investor-driven or transactional, depending on the data available. For example, a similar publicly-traded company may have available the price investors paid for minority interests in that company. This can then be adjusted to match the subject private business profile.

Other methods which take components of both the income and market approach are the “Multiple of Discretionary Earnings” and “Gross Revenue Multiple” which consider the actual income of the business being appraised and apply a market-derived multiple to these earnings based on available public data.

Asset Approach

As a general rule, the asset approach is considered and primarily weighed when a business is operating at a loss or has shut down temporarily or permanently. The options available to the appraiser under this approach are as follows:

Adjusted Net Asset Value: Under this methodology, the appraiser will adjust the company's tangible assets based on an estimate of Fair Market Value, while taking into account existing liabilities.

Liquidation Value: If the business has permanently ceased operations, and a compulsion to sell the remaining assets is the only remaining option, the value of the assets is measured under an Orderly or Forced Liquidation premise.

Book Value: This method relies solely on the net book figures of the assets recorded on the company’s books, without adjusting to market or liquidation value. Given accounting depreciation methods are usually accelerated, this will likely lead to undervaluing the assets.

Excess Earnings: This method takes into account the historic earnings of the company and provides a broad way to measure intangible asset value as well as tangible, by estimating the goodwill of a business along with personal property, equipment, improvements buildings, and land. This is generally preferred for fully operational companies with a lot of tangible assets.

By gaining a better understanding of these valuation methods, you will be able to work together with your certified, experienced business appraiser, in a successful fashion, to properly appraise your company.

The definition of a small business will vary depending on who you ask or where you research the term. Based on the number of employees, owners, investors, annual revenue, profit margins, and specific marketplace a company competes in, your operation may likely fall into this category. The fact is that the majority of companies today are considered small businesses, especially when compared to the conglomerates who have taken over large market shares in recent years.

The Small Business Administration (SBA) has a broad definition, which varies greatly based on the overall industry and company structure. This has benefited many who have worked with the SBA on start-up or refinancing opportunities, as well as the related services this organization provides to business owners. Regardless of the definition, if you're considering getting a company valuation as a small business owner, you're making a prudent decision to independently assess where you are today and preparing for the future.

One of the primary reasons small businesses need an appraisal is when considering a sale or change in ownership, such as a transfer to the next generation in the family. In this example, the departing owner wants to realize a fair value independently of any subjective opinion within the family. The relative taking over the business wants to be comfortable that they're not paying too much during the transfer. The formal valuation process creates an effective tool to help both sides realize a favorable outcome.

The appraisal process begins with a review of a company's finances while completing a questionnaire that provides the valuation professional with the data needed to consider the history and future plans of the company. The next steps involve reviewing the industry to determine how your company fits into the broader marketplace. Is it currently growing or stagnating? It's important to know how your company has been doing historically in the market, but also critical to look toward future long-term viability.

A small business appraisal is a valuable tool that can be used to improve your company's operation while gaining a realistic understanding of its current value. Ensure that you engage with a certified business valuation professional with at least 5-10 years of independent experience, so you can capitalize on their insights.

When you run a small business, you know that you wear a lot of hats, sometimes with limited degrees of success. But when it comes to small business valuation services, you may feel a bit more in the dark than usual. What's involved in the process? What will you need to provide to your business valuation specialist to make the process move along more smoothly? Is it more than just looking at assets versus liabilities? Here's a quick look at the overall process and how to prepare beforehand to ensure a better, faster result.

Small Business Valuation Services: What to Expect in the Process

Going through a business valuation can be a daunting prospect, especially when the business is relatively small. Fortunately, it's not nearly as difficult as it may sound. To start, the appraiser will ask for some details on your company and will almost always request copies of some of your recent financial statements, such as tax returns, income statements, balance sheets and similar information. The appraiser can then take that information and study it to see where your company's patterns fall and where adjustments may need to be made to create a more accurate view of your company's average activities across the years. They may ask for additional information or ask questions about reports that fall outside of the norm. 

Once the appraiser has a good grasp of what your company's income has been, they can look at a number of different aspects that may also impact your company's performance. What condition is your industry in? Is the market thriving or failing right now? These aspects can impact how well your company will do in the future, so they have a strong impact on the appraised value of your business.

One question that often takes business owners by surprise is when they're asked for the reason for the appraisal. A company's value should be the same across the board, right? Not necessarily. When a small business is being sold due to the death of the owner, the heirs may be willing to wait for the right owner or may want to dispose of the company quickly, which will impact the selling price. In other cases, one heir may be interested in buying out the others to keep the company in business, in which case those selling will want to get as much as possible while the buyer will want to pay as little as possible to keep the legacy business in operation.

Another area of concern is the importance that your company's reputation, goodwill in the community and innovations will play in the overall value. When a company is known for delivering superior service or products, it will often sell for more than one that offers more average fare, as will a business that has become a fixture in the community. A reputation for innovation in design and services can also quickly raise a company's value much higher than may otherwise be expected.

By knowing what to expect from small business valuation services when you're planning on having your company appraised, you can be better prepared for the experience and can help ensure it moves along smoothly. However, when selecting a business valuation specialist, make sure you look for one who is certified and who has experience in your industry. This will help ensure that the process goes as quickly as possible while making sure the report generated is the most accurate it can be.