Business Valuation Blog | Understanding Buying / Selling a Company

The SBA (Small Business Administration) loan programs have become even more prominent over the past few years as companies continue to recover from the pandemic and battle continuing economic and sustainability issues. For those who have thrived in spite of these challenges, the need for favorable loan conditions to handle growth needs, such as working capital access, is critical to future success.

While working with your primary financial institution, who should act as the intermediary for your SBA loan application, make sure you understand all of the approval requirements, including the need to obtain appraisals. Depending on the type of company you own, the size of the loan request, and available collateral such as real property, equipment, and liquidity (cash and receivables), you may need to engage with independent appraisers to provide the SBA with accredited, certified valuation reports for any or all of these components to your business.

During the application process with your lending institution, gain an understanding of these requirements early on as it will take time to find the best appraisers for the job. Turnaround time, responsiveness, and flexibility should all be factors to consider when engaging a valuation expert. Don’t sacrifice any of these variables based on a cheaper option, as the decision may come back to bite you. The valuation results may be poorly determined, the process may drag out interminably, and the SBA could even deny the validity of the reports if you engage with an inexperienced, unprofessional appraiser.

The SBA may require only a tangible asset appraisal, for your building, land, and equipment. Other scenarios would reveal a need for an overall business valuation, which would consider all the assets of the company, as well as an income and market analysis.

In either case, the more prepared you are at the outset of the process, the better chance of a satisfactory result and efficient approval process. Obtaining the capital you need at the right time can save you thousands of dollars in both the short and long term, while the application and approval process can be overwhelming. The best appraisers understand all this and will work with you to ensure they facilitate their role in the process, as opposed to hindering it. Don’t forget to rely as much as possible on your direct lender, as they may be able to recommend the right professionals to work with.

If ever there was a light at the end of the COVID tunnel, it may be at its brightest today, however, the topic of broad-based remote employees becoming a permanent way of life has been discussed for a while now. Do you find your business in the middle of this challenging issue or is your company fully reliant on in-person employment to operate

Businesses involved in markets such as manufacturing, packaging, and logistics will always need certain employees on the “factory floor”, while service providers such as advertising agencies and accounting firms are finding it easier to allow a majority of their workers to have the option for remote or home offices, either part or full time. So many things we used to do in person can now be conducted remotely and virtually.

The fact is that the in-office, in-person dynamic is becoming a thing of the past, and while many employers are compelled to increase full-time remote workers, there are many challenges for both business owners and employees with this shift in the workplace.

From personal experience, I can confidently say that, for some people, it takes a long time to effectively and efficiently work from home, or in a remote office setting, with no hands-on supervision. There are dozens of ways to waste time and become distracted by influences completely outside of your job responsibilities. Working remotely can also hinder the ability to develop the kind of camaraderie many office environments afforded people in the past, which can be beneficial to creating a team dynamic and improving the business social skills of your employees.

That said, this shifting workforce dynamic is now considered the new normal and will continue to trend this way for many businesses in the foreseeable future. Employers will need to be more diligent in their hiring practices and employees should consider ways to eliminate distractions and develop habits which to balance home office work with some level of in-person company interaction.

Many business experts believe employees have all the leverage in the current market and that likely holds true for certain qualified skilled candidates. Most employers however are not naïve or desperate enough to allow their new hires to call all the shots. Career success inevitably comes down to overall work ethic, open-mindedness, and the ability to develop leadership skills while working in a team environment and ultimately becoming more effective than your peers. Employers now more than ever, should look to hire those with strong social skills, work ethic, and flexibility to go along with the technical skills necessary to do the work.

It will be interesting to see how the remote office shift in the workforce further evolves and how employers and their staff continue to adjust without sacrificing quality and efficiency and avoid a loss in overall business value.

If and when you start the process of selling your company, the determination of the right price is a critical component. How do you determine a reasonable figure that recognizes all the factors that make up value, including sales, profit margins, marketplace, industry, employees, capitalized investments, expenses, and all the hard work you have put into it over the years? What about the timing? Are you in a hurry to liquidate or do you have the luxury of waiting for several months or a year to find the right buyer?

Here are a few important considerations to take into account that will help get you started:

Don't just base your asking price on recent comparable sales in your local or regional area. Every business is different, regardless of its similarity to other companies. Yes, you should take time to review these as a possible source, however, there are likely differences to consider, including reputation, goodwill, number of years in operation, annual sales, location, and other factors that can affect the overall valuation of your particular business.

If you're thinking about selling your business within a short timeline, 60-90 days, for example, you likely won't be able to realize 100% of the fair value. You may need to settle for a lower price given the limited exposure in the market and less interest generated as a result. Unless you can afford to extend the marketing plan for a longer period, you will need to temper your expectations and adjust the price you are willing to accept in this scenario.

Is your business in a specialized market? How many potential competitors or investors in your industry can you think of that may have an interest in acquiring your company? This factor can work both for and against you. For example, if you are one of several similar businesses in your marketplace, you may be able to quickly find a potential buyer, however, the price level may not be as high or negotiable as you would like it, given the number of competitors. On the flip side, if you have a unique operation that only a few other companies may show an interest in nationwide, you can take advantage of the specific intangible value your business will bring to a buyer but it could be a more difficult negotiation trying to place a value on the many variables at play.

Regardless of where your company falls in this framework, it is important to obtain an independent business valuation to arm yourself with a supportable unbiased assessment you can disclose to buyers at the right time. This step should be taken as early as possible to better enable you to understand the right approach to setting a price to sell. A business appraisal also provides you with insights into your business, including areas that need improvement as well as the strengths that drive value. You may even want to take the time to make certain changes in company structure as a result of the valuation and then determine the right time to go to market. A business appraiser can also provide insights into the current market and industry, which may influence your timing and decision-making.

By considering these factors before entering the resale market, you can determine the best approach to selling your business at the right price.

Valuation is essential during an acquisition, regardless of which side of the deal you find yourself on. The acquisition process can be lengthy, and there are several things you will need to prepare for, including engaging a certified appraiser to complete a current valuation of the business.

Documents at the Ready

On the seller side, the overall process will go more smoothly if the company’s financial statements, taxes, and related business documents are organized and ready for review. This will give the buyer the utmost confidence that they are making the right decision moving forward with the transaction. It will also create an efficient and effective transition.

These steps greatly assist in the appraisal process as well and can ensure the valuation is being analyzed with every piece of data available.

Work with Trusted Associates

You can't go through an acquisition alone, so before you seek buyers, find the right people to help you through the process. This may include a business lawyer, a tax adviser, a financial professional, and a certified business appraiser. These partners can help you manage expectations throughout the acquisition process and take some of the detailed busy work off your plate.

While your associates are assisting you, take the time to do your own research to better understand the market and how your company fits into the larger industry picture. Seek to view the transaction from the buyer’s perspective. This may include a review of any similar deals in your markets and other companies that commonly acquire in your industry.

Don’t Put Off the Appraisal

As a business owner, you are probably a little biased in calculating your company's value. You may be emotionally attached and not looking at the situation objectively. An independent valuation of your business will help you see things subjectively, so you can better understand a realistic range of value in the current market. Review the appraisal carefully and don’t be afraid to ask questions about the valuation. When you understand why your company was appraised at a certain price and what factors affect value, you will be a stronger negotiator.

In summary, by taking these steps before an acquisition, you can put yourself and the company in the best position possible, while navigating each step of the acquisition phase with confidence, thus maximizing the chance for success in the ultimate transaction.

When you're trying to determine the financial condition of your business, there is a wide range of formulas and techniques available. One key measurement is calculating earnings before interest, taxes, depreciation, and amortization (EBITDA). What exactly is EBITDA? Here's an inside look at how this figure is calculated and utilized in measuring the financial status of a business:

A Breakdown of EBITDA

The components of EBITDA consist of:

• Earnings: This refers to net profit, or the total revenue of your company less expenses and overhead.
• Before: The earnings before additional deductions are considered.
• Interest: Interest represents the cost of any loans and similar financial instruments your business has on the books.
• Taxes: This typically refers to income taxes only.
• Depreciation: Depreciation represents how much capitalized value you deduct for your fixed assets over a particular time period. It is typically determined using acceptable accounting standards such as the Modified Accelerated Cost Recovery System (MACRS) or through an updated valuation of your company’s tangible property (equipment and real estate).
• Amortization: Amortization is the reduction of business debt, such as loans and alternate types of financing over a given period.

As a general rule, EBITDA is a measurement to determine a company's profitability, or cash flow, however, it may not fully represent cash earnings. EBITDA considers a wide range of factors that come into play with business finances. It is not a universally accepted accounting measurement, and, therefore, has some flexibility with how it is calculated and measured.

From an application perspective, it is used by banks and financial services companies to estimate debt servicing levels. It is also commonly used to compare similar businesses within an industry or market and as a tool to preliminarily estimate a company’s current value using multiples of EBITDA.

A similar calculation that provides the same basic information is the earnings before income and taxes, or EBIT. The difference with this measurement is the exclusion of depreciation and amortization. When these variables are removed from the calculation, it represents the company's operating profit vs. overall cash flow.

With an understanding of how EBITDA is measured and utilized, you can gain a better understanding of how your company is viewed in the industry and its overall financial health. It is always optimal to have a more detailed independent measurement of value completed for your company, especially if you plan to sell, expand or refinance debt. A certified business appraisal will provide you with the overall value of your company, as well as information on the market, industry, competition, and the strengths and weaknesses of your company.

When you need to have a business valuation performed, a reputable valuation firm can provide you with significant insights into your company that in turn, can offer a wide range of benefits to your business. But what exactly happens when you're working with a valuation firm? What can you expect from a certified business appraiser? Here's a quick look at what takes place when undergoing a business valuation

To start with, a quality business valuation company will look at much more than just the basics of your business and its financial health. They will complete a comprehensive review of the industry and what factors may affect your business's ability to perform in the marketplace. They'll take a solid look at the risks and rewards of certain growth plans and provide you with a detailed report of what your business is worth along with areas in which it is strong and in those which could be improved.

Here are the typical steps that are taken in the process:

1. The appraiser will gather basic information about your business. This will include the type of business, availability of key information, potential areas of importance to the business valuation. The purpose of the valuation is also determined, as particular types of appraisals are required for different situations.
2. The business valuation appraiser will then provide a proposal including the timeframe expected for the appraisal report and the cost expected. They will also request all internal documentation for the valuation, including financial data, asset information, and data on specific areas that may be unique to your business.
3. Next, they will take a look at what aspect of the industry your business falls into and what portion of the market share it holds, while examining key areas including finances, overhead costs, regularity of income, the actual market value of assets, and related documents. Intangible factors such as your reputation in the community, the desirability of the business location, and unique facets of the business will also be taken into account.
4. Using all of this information, the certified appraiser will develop their analysis and issue the formal report. This report utilizes standardized, accepted methodologies and is designed to stand up to scrutiny that will hold up in insurance, tax, and legal circles.
5. Once the report is issued, it will be reviewed with you to ensure it is an accurate reflection of your business and potentially make adjustments for any new details not taken into account.

By better understanding the process, as summarized above, you can better prepare and know what to expect when a business appraiser begins working with your firm. If you're not currently working with a certified business appraiser who has experience in your industry, please contact us and we will get things started for you.

If you are considering selling a business, ask yourself: Do you want to optimize the attraction to prospective buyers? Do you want to position your business for a fast and fair sale?

If the answer to either of these questions is yes, then you need a company appraisal to help establish value and properly guide a successful sale. Here are more reasons why you should engage a certified business appraiser before selling a business you have worked so hard to grow.

1. An appraisal gives you an objective formulation for business value - Preparing to sell your business is a highly emotional time. For many business owners, the sentimentality risks clouding their judgment and causing them to act against their best interests. When selling a company, getting a business valuation from a certified appraiser means you receive an objective estimation of value that you can use to review potential offers. When you have an independent valuation of the company, you will not miss out on a reasonable offer from stubbornness or sentimentality.
2. Shorten the time-to-sale - Too often, business owners get into a lengthy sales process because they fail to understand the true value of their business and misrepresent a reasonable asking price. During the valuation, the appraiser can estimate the present value of the business and support this analysis to the owner. With the proper knowledge, the seller is more likely to price the business competitively and obtain market driven offers. This results in a shorter time-to-sale than when an owner prices the business without backup and ignores offers that truly are in good faith.
3. Position yourself early for a successful sale - If you want a successful deal, you will seek a business valuation well in advance of the sale. Getting the appraisal ahead of time helps you by providing an actionable list of ways to make your business more profitable when you go to sell it. After seeking an appraisal, you can tackle items on the list to make your business more desirable to potential buyers when you go to market.
4. Lends you credibility - When you want to sell your business, a potential buyer will want to know that the financial data they review makes sense. Whether you are claiming to have a customer base of 100,000 or generating $5 million in revenue per year, a third party is going to want to investigate these claims before purchasing. The appraisal will facilitate this verification process, enabling the bidder to review the valuation report as part of their due diligence.
5. Prevents you from undervaluing your business - While many business owners tend to overvalue their business, it is just as possible to undervalue it. Setting too low an asking price when selling may undermine the potential profits you could make.

In summary, accuracy is the key to selling your business efficiently and for a fair value. Turn to Business Valuation Specialists for help finding a certified appraiser who has experience performing appraisals for companies just like yours. The appraisal will greatly assist in helping you determine an asking price so you can advertise your business opportunity with confidence

When you're working hard keeping your company going on a daily basis, figuring out how to value a small business often falls to the back burner in the chaos of normal operations. But if you don't include business appraisals as part of your regular financial checkup, you may be missing out on valuable insights that can help you expand or improve your business. Here are some details on how business valuations help you make excellent decisions and improve your overall financial outlook.

How to Value a Small Business to Improve Your Financial Outlook

Let's start with the basics. What exactly is a business appraisal? In the most simple terms, a business appraisal looks at your entire business to determine its value. But in practice, it is actually significantly more complex. It's not just a fast look at last year's tax paperwork and a balance sheet. Here are some of the aspects that are taken into consideration during a business valuation:

• What condition is the market in? If the market is undergoing a period of growth, your business value may have increased without having to do anything to make it happen. Similarly, if it's in a downturn, you may be losing value without realizing it.
• Has your business developed goodwill? Many businesses don't take that value into account when trying to determine what their business is worth.
• What other aspects can impact your business' value? If you are located in a prime business area, have a reputation for excellence, have a unique approach to dynamic innovation in your industry or otherwise have extenuating circumstances, your business may not be valued properly without an expert business valuations specialist.

But what else can you learn from a business valuation? You can find out where your business is strong and where it is weak, allowing you to take advantage of your strengths while improving weak areas that could be a liability down the road. You can discover innovative new approaches that businesses in your industry are undertaking to ensure you remain competitive. 

What stage is your business in? Are you still building it and need to know what your assets and equity are worth to grow your business? Are you considering a merger or acquisition of an outside business and need to know where both businesses stand to negotiate a fair offer? Are you getting ready to retire and need to know how to strengthen your business' value on the market to carry you through your golden years? A business appraisal helps you position yourself for a better financial future.

Now that you know a little more about how to value a small business, you can get a better feel to where your business is and where it needs to be improved.

Transferring ownership of the family business requires care and planning to ensure a smooth change of leadership. One frequently overlooked tool that can make transitioning business to family members smoother is a company valuation. Learn how getting the family business appraised first can benefit not only the business itself but all relatives who work for the family company. 

Why You Should Take the Valuation of a Company Before Transferring Leadership

Imagine if you transferred the family business without getting a company valuation. Older relatives who held leadership positions might be expecting a large payout. Some may have assumed the payout was certain and planned their retirement lifestyle on it. When the valuation of the company is not fixed when leadership transfers, the grounds might be set for an intergenerational squabble if the new leaders do not feel the company has enough money to support these retirement payouts. 

If you instead seek a business appraisal first, a neutral third party would issue a value for the company that could act as a guide for all relatives. While the appraised value might fall short of the perceived value, the process of getting the business appraised can take some of the emotions out of the leadership transfer.

Once you know the valuation of the company, you can then gauge how much you can expect to inherit if you sell to the younger generation. Dividing the fair market value by the number of shareholders will give all owners an idea of the retirement income they can expect, and can help everyone plan for the next steps with accurate and timely information. 

The appraisal can also help manage expectations and allow the new leaders to chart a course forward with confidence they have all the facts needed to succeed. Instead of causing strife, the change of leadership can now strengthen family unity. 

Getting Family Business Appraisals for Tax Purposes 

Not only does it make sense to have the company appraised from a personal perspective, it is necessary to do so for tax purposes. The IRS requires that businesses that are not subject to a special provision be valued at "fair market value" for federal tax purposes when the business is transferring family leadership. Fair market value denotes the price that a buyer, not related to the willing seller, would reasonably pay for the business. Since most company owners cannot objectively determine fair market value, a business appraisal helps immensely. 

If the IRS were to ever examine the business transfer or audit company taxes, the appraisal can prove that the company's value was treated as "fair market" for the purposes of transfer. 

If you sell the business to your relatives for less than fair market value, the new owners could be penalized with gift or estate taxes. Selling for fair market value is the only way to avoid this and keep all business assets with the company. 

Planning Your Business Appraisal 

Now that you understand why a business appraisal is needed before transferring family business ownership, take action by finding an appraiser near you who understands your industry. Just like other professionals, appraisers have niches they work in. It is well worth the time spent to find an appraiser who understands your industry and your geographic locations, since these two variables can directly affect the company's appraised value. 

Business Valuation Specialists can help you find the right person to perform the company valuation, so you can move ahead with confidence.