Business Valuation Blog | Understanding Buying / Selling a Company

Business appraisers typically gather a lot of historical financial data when working with their clients on valuation assignments. They review income statements and balance sheets while looking at the market and industry data that all help shape their conclusions. Going back five or more years is not uncommon, while at the same time discussing reasonable future expectations within the confines of the current company profile.

On occasion, however, an appraiser may engage with a new “startup” or a company that’s been in development for years with little to no income that projects a formidable 5-year forecast of significantly higher revenues. How should that appraiser approach the valuation effort without ignoring historic performance or the external data they usually rely on when looking at more traditional businesses?

The answer is largely dependent on the credibility of the forecasted revenues and their client’s underlying reasoning behind these estimated projections. Here are a few questions to ask both the client and yourself as you work through the analysis:

Is the business unique in any way to its competitors or to comparable businesses in the market?

If yes, then it makes sense to focus on those areas to support the projections that might otherwise appear unreasonable on the surface. If the answer is no, then use the available market to create some checks and balances with the forecasted figures.

Has there been any tangible infrastructure developed within the company that sets the stage for realistic expectations of the longer-term forecasted growth?

It is common with a 5-year forecasted projection to aggressively estimate much higher revenues in the latter half of this period. What has been accomplished today that might further enable the appraiser to agree the longer-term outlook is not overreaching?

What degree of hypothetical or extraordinary assumptions is being made to support the aggressive growth?

Is the client making one too many assumptions about the internal structure of the company or making future market predictions that just don’t add up to a reasonable expectation?

Overall, there will be additional challenges with these valuation projects where reliance on heavily forecasted projections far outweigh historic data. As an appraiser, don’t be afraid to question the client if you are not comfortable with the overall picture they are presenting. Have them provide a clear, sensible outline that supports the aggressive forecasts, and ensure you make statements in your report which show the level of reliance you put on the assumptions and conditions. After all, it is your work that will potentially be relied upon by other parties who may be investing in the future of your client’s 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.

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Most business valuations involve a review of historic financial statements and current assets, with a comparison of existing competition for similar businesses in your market. The requirements change, however, when you have a startup operation that has yet to earn a single dollar and is still in its infancy.

Of the many decisions that you will be making during these early stages, how best to provide documentation as to the future value of your business to potential investors, such as private equity and your existing banking relationships, will likely be at the fore. Before you spend every dime of your own investment savings, you will want to consider alternate sources of working capital with these partners.

One of the tools you will need to independently support the value of your startup is a certified business appraisal. Without the existence of historic financial data, the appraiser will rely instead on your forecasted business plan, which will include projected revenue and expenses, as well as the tangible and intangible assets you have already purchased, or plan to acquire in the immediate future. These growth models are typically built over an initial 5-year period, and structured similarly to how typical financial statements and balance sheets are prepared by accountants.

The appraiser will utilize these forecasts to consider the value of your business today, assuming the business plan is realized while discounting the income streams using accepted methodologies for startups within your market and industry sector. They will also compare your growth plans to competitors in these markets who have similar businesses, to ensure the forecasts are in a reasonable range.

It is important to balance common sense reality with your aggressive growth plans, to ensure these potential investors, and your appraiser, are comfortable there is a good chance of success and that the forecasts are in line with existing successful companies. Many startups fail for any number of reasons, but two of the most common are poor planning and overly confident forecasts.

If you can find the right partners, who share your vision, while keeping checks and balances of the plans in place, and there are well-researched, realistic goals set, the chance of success will be much higher. Add a bit of patience and endurance into the mix, and you can set yourself up for the best opportunity of developing a profitable business for years to come.

When your small business is targeted for acquisition, it can be both an exciting and stressful time. It is important to prepare for this scenario as you grow your company, so when the day arrives, you have the tools in place to facilitate the process. Here are a few tasks to consider updating now to prepare:

Organize Your Business Documents

The acquisition process is lengthy, but it will go smoother if your financials, taxes, and transactional records are in order. Both hard copies and electronic files need to be organized so a third party involved in the due diligence can easily access everything they need in support of the sale. Make sure all taxes, insurance, and benefits are up to date. Sort through all historic company documentation to ensure it is consistent with the preliminary data provided to the acquisition team. This will save weeks and potentially months of time and minimize any red flags that otherwise would be raised during this stage of the deal.

Obtain Pre-Acquisition Appraisals and Update Them With the Collaboration of the Parties

Before you dive deep into a potential sale, have appraisals completed on your business, equipment, and real estate. A valuation effort will be completed internally by the acquisition team based on the data you provide them, however, suggest an updated business and tangible asset appraisal be performed by a certified and accredited valuation firm. This will leave little to no doubt as to the current market value of your company and can be used for other purposes in the immediate future.

Find Trusted Partners

It is difficult to go through an acquisition by yourself, so make plans to identify trusted consultants who can assist you during the process. Business attorneys, appraisers, tax advisers, and investment bankers are some of the contacts you want to develop in advance of an acquisition. These partners can help you manage your expectations and take some of the burden off you while positioning your business for a successful sale.

Complete Your Own Due Diligence

While third parties can help you understand the market, you should consider doing your own research to better plan and understand the strengths and weaknesses of your company. Review recent transactions in your industry and identify trends. Try to determine the best type of company to acquire your business as a stand-alone operation or part of a larger firm.

Get Stakeholders and Employees on Board

While you may be ready to sell, not all company personnel and current investors will understand the decision. The process will run smoother if you communicate clearly to all parties affected by the transaction. Personnel and clients are part of the overall value of your business. By retaining these relationships going into the sale, you can avoid infighting that might sabotage the deal.

By taking these steps before an acquisition, you can properly position your company as the right fit for the acquisition firm, while navigating every step of the process with confidence and ease.

When you are trying to determine the overall value of your business, a certified appraisal is a great place to start. If you are a business owner, and your company’s stock is not traded publicly, it is considered a privately held concern. There are a few distinct variances between private and public company valuation methodologies. Understanding the potential approaches the appraiser will take to value your private company while using data from public businesses, is important as you work with them to develop a realistic and supportable value.

When private businesses are appraised, there are a number of approaches that are considered. For the majority of ongoing enterprises, the income and market approaches are measured and weighed to ultimately determine the most accurate value for your company. When the market approach is utilized, the business may be compared to a similar public company, while making adjustments that look to match the public company as closely as possible. The income approach will review historic and current revenues and expenses, in an effort to reasonably discount cash flows over a future earnings period.

There are other, deeper approaches the appraiser will consider as well, within the market and income methodologies.

Under the market approach, there is both a “Guideline Public Company Method” and a “Guideline Company Transactions Method” used for private businesses.

The first option reviews financial data that is freely available from similar publicly traded businesses. It considers the actual price investors would pay for a minority interest in the public company as the basis for the valuation. The public businesses targeted for comparison are typically in the same industry and market as the private company, with a similar business model.

The second “transactions” method may be considered if a public company has recently been sold which closely fits the structure of the private company, within the same business sector. Financial data may not be available, however, details of the sales transaction can be reviewed and weighed in the appraisal effort. Under the income approach, the “Multiple of Discretionary Earnings Method” and “Gross Revenue Multiple Method” are the two most commonly used for private companies.

Within the first of these, if your business is simply too small to compare to a public entity under the market guideline methods, this alternate approach might be more applicable. It looks solely at financial statements and adjusted earnings by deducting discretionary expenses from the bottom line of the typical public company model to create a reasonable multiple of adjusted earnings, which is then applied to your private business’s adjusted earnings.

Under the second income method, the gross revenue of a typical public company in your market is considered to estimate a multiple, which is then applied to your private company's revenue, to determine value. This method doesn't consider profitability, which may be a factor that will affect the appraisal.

Engaging with a certified business appraiser will start the process of valuing your private company and all of the potential methodologies considered in the process. The results will assist you in the potential sale of your company, or offer support when considering refinancing, new investment, updating company practices, and adapting to new markets.

Whether you own a small business or a conglomerate, many markets and industries have been significantly affected by the pandemic and more currently, the supply chain shortage, resulting in delays of transactions for a multitude of products and services. If your business model has been greatly altered as a result of these unprecedented times, and you are struggling to adapt to the shifting marketplace, consider obtaining a current business valuation to assist in measuring these changes, and developing a game plan for the future.

A certified business appraisal will also provide you a distinct advantage if you are considering buying, selling, refinancing, or taking advantage of available investment opportunities. The ability to manage your business efficiently and successfully, as the playing field changes around you, is critical to the long-term success of your enterprise.

In today’s challenging economy, understanding the true value of your business will allow you to better recognize and capitalize on opportunities ahead of your competitors. It will also help prevent you from making costly mistakes. Regardless of the situation you’re presently involved in, a certified business appraisal will help enable you to make the best decisions on a day-to-day or long-term basis.

The appraiser will walk you through the process and provide insight as to the information needed to measure the overall value of your company with past, present, and future scenarios considered. As you communicate and collaborate through the process, the business valuation expert will determine the best approaches to consider and ultimately weigh, during the appraisal process. Making the most out of an otherwise negative situation, and potentially capitalizing on opportunities in these difficult times, is part of the formula of the successful, and adaptable business owner.

When a business valuation is conducted for your firm, its assets will be considered in the overall value. If your business appraiser determines that a strict asset approach is relevant to the overall analysis, they will look to understand the market value of tangible items such as cash, receivables, inventory, machinery & equipment, buildings, and land.

If your business is in an active and operational condition, the value of its intangible assets will also be considered. These can include domain names, patents, copyrights, licenses, customer lists, client relationships, non-compete agreements with prior employees, a trained workforce, guaranteed contracts, leaseholds, and general goodwill.

These intangible assets are generally more challenging to estimate value for, as they are not typically itemized on your balance sheet, and need to be reviewed separately to determine a reasonable approach to appraising. The business appraiser will want to review as much internal data as you can make available so they can consider these intangibles as part of the revenue that continues to drive the business. It’s reasonable to look to carve out a value for these intangible assets based on their particular impact on the overall value of the business. The appraiser can provide guidelines to assist in developing historical data and potential growth in the company as a way to measure this in a finite manner.

>As an example, certain contracts and existing client relationships can likely be attributed directly to consistent and tangible revenue the company has experienced over the years. A newly signed contract may open a pathway to future growth that can be measured based on the terms of the deal.

In summary, when completing a business appraisal under an asset approach, it is important to measure the value of all the assets in the company, both tangible and intangible, to gain a complete perspective of the overall value for your business. Working with your appraiser to develop reasonable measurements to value these assets, will result in a credible and reliable outcome.

As we move closer to the “new normal” for business operations in the aftermath of COVID-19, there will be challenges that face both owners and their service providers as to how they adjust their thinking both short and long term. Some of these questions involve the following:

• Should our employees continue to work remotely or come back into the office?
• Will the effects on revenue, good or bad, continue, or was this a short-term blip that will disappear in the next year or so?
• If I want to sell or buy a business in this changing marketplace, what should I consider differently than before?
• How can I take advantage of new opportunities created out of the changing business model?

Regardless of what opportunities or challenges you face today, it makes sense to consider an updated business appraisal as part of the next steps in your ongoing process. It may be that as a potential buyer of a business affected by the pandemic, you see an opportunity to purchase at a distressed value with the plan to reorganize and create efficiencies that will turn the company around in the near future.

On the flip side, if you are compelled to sell your company in the next year, you may need to consider discounting the value of the business and provide seller-assisted financing as part of the negotiation to incentivize a potential purchaser.

Much of the decision-making needs to be weighed against how short or long term your timeline is with taking these next steps. If you have the time to wait out the aftereffects in the hope of normalization, that might make more sense than determining an immediate course of action with many industries still impacted by the pandemic. Not every business owner has this luxury, however, and the need to make sound decisions with several unknowns still out there may require the assistance and guidance of objective third parties that can provide additional perspective on the state of your company.

From a valuation perspective, your research should lead you to engage with a certified business appraiser, with the expertise and experience to determine your company’s current value. These appraisers may have differing opinions as to the factors that will affect value the most, based on their understanding of your financial data and the marketplace itself, so ensure you have preliminary discussions with them before you decide the best fit.

Speak with your accountant as well, who may be able to provide insights into the best approach to working with an appraiser. In summary, the challenges ahead may be many, so try to gather the support you need to make the most informed decisions possible as you navigate the “new normal”.

When you're considering having your business appraised, your research will likely lead you to the NACVA (National Association of Certified Valuators and Analysts), which provides a wide range of services, including certifications, for business appraisers. This designation can make a big difference when it's time to have a company appraisal performed. Here's a summary of what the NACVA is and how appraisers become certified.

Prior to the formation of NACVA, the methodologies used by these appraisers, accountants, and other business professionals followed a wide range of approaches and analyses. There was no consistency in these procedures which ultimately led to scrutiny and doubt as to the reasonableness, reliability, and independence of the conclusions. When audits were performed on a number of the businesses involved, it was determined that formal guidelines and procedures were needed to govern the valuation industry.

In 1990, the NACVA was founded to implement and support the business marketplace. It developed and tested methodologies for estimating business value under a wide range of circumstances. Over time, these methodologies were accepted in accounting, legal, insurance, financial, and tax circles, and were determined to provide the most accurate picture of business valuation. The NACVA has certified thousands of financial and accounting professionals, including CPAs and valuation specialists. The majority of that membership is certified in one of the Association's three main programs: Certified Valuation Analyst or CVA, Accredited in Business Appraisal Review or ABAR, or Master Analyst in Financial Forensics or MAFF.

The independence and consistency of the methodologies required to be considered and implemented in every appraisal under these guidelines have been critical to establishing a strong reputation of integrity. The business appraisal will also include insights into your company's performance and operations, strengths and weaknesses as well as the position within specific markets and industries you focus on.

Becoming a Certified Valuation Analyst within the NACVA involves a combination of education, experience, and formal testing, that takes years to earn. This designation gives the appraiser direct access to the resources of the association and requires them to follow the methodologies and approaches approved within. Continuing education is also a requirement to stay current with changes and updates to the program.

By being aware of what the NACVA is and how its certified appraisers can bring added value to your business, you can use that knowledge and the quality of their reports as leverage at the negotiating table. Working with a certified appraiser ensures that your business valuation has been determined using standardized methodologies that will stand up well to strong scrutiny in a wide range of areas, including legal, insurance, financial, and tax circles.

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.