Business Valuation Blog | Understanding Buying / Selling a Company

It seems not that long ago (although it was!) when running a small business or even working in a larger corporate environment involved a ton of phone calls, writing, typing, and mailing hard copies of letters and documents, while advertising in local trade journals or yellow pages. Over the past couple of decades, advances in technology have allowed companies to operate faster and much more effectively, providing additional opportunities to develop and grow a small business successfully.

Of course, we all know how email, cell phones, and the internet have vastly improved our professional lives, however, you may not be aware of all the tools available that can create even higher efficiencies within your organization.

Have you created a paper-free environment in your business? Yes, hard copy files may still be required for certain companies, but many small businesses can create documents, obtain e-signatures, process payments, and deliver products without ever printing or writing a single word by hand.

Internal accounting functions can all be handled online with the best software products available. Saving and managing files in a cloud-based format can retain them forever with virtually unlimited storage capacities while making them instantly accessible.

An effective website with good search engine optimization (SEO) can virtually eliminate the need to make “cold calls” and have a constant flow of new business opportunities for your products and services. Think about adding an inquiry form for clients to fill out on your site and a centralized voice mail system that all feeds into your email as soon as they reach out to you.

Manufacturing companies have started to integrate artificial intelligence into their production process. This will continue to advance and result in even better-quality goods created at faster rates. Think about how AI can help your small business become smarter and more efficient.

It's no wonder that remote work, especially with service providers, has become the norm, even well after the pandemic. The days of sitting around an office in seemingly endless meetings or wasting valuable time chatting with co-workers around the water cooler are a thing of the past.

It’s all about who can deliver the best product in the least amount of time at the best price. To give your company an optimal chance of becoming one of those who compete in that type of environment, think about taking advantage of the numerous available technological advancements out there. The cost to implement most of these options is not very high, especially in comparison to the potential increase in output and revenue for your small business.

For new business owners, it can take years to finally reach a point where a certain level of success is reached, and all the hard work and long hours finally pay off. Success is measured in different ways and can be fleeting or inconsistent. There are many reasons why success is eventually achieved, the most obvious being dedication, relationship building, and developing a competitive edge that sets your company apart from the rest.

In today’s business climate, there are both new and old concepts to consider when developing a longer-term game plan. The key to longevity is understanding and taking advantage of these areas and building a business model that creates optimal efficiency and effectiveness year after year.

Here are a few to think about:

Website Development and Search Engine Optimization (SEO)

Small businesses no longer need to rely heavily on word of mouth and referrals to grow their business and attract leads. In today’s climate, there are a lot of potential customers who will simply search the web when they need products or services. Even local businesses that have a small regional customer base will benefit from having a great website and SEO model that drives their company toward the top of “Google” searches. It’s the simplest and fastest way for customers to find what they’re looking for so take advantage of it. Consider upgrading your website and its searchability to increase your volume of leads.

Key Employee Retention

You can give yourself as much credit as you deserve in succeeding with your small business, just don’t forget the others who have helped get you there. When you are fortunate enough to have key employees who work as hard as you do and fit into the model that you are building, don’t let them go. Great workers don’t grow on trees and can be just as critical to the company’s growth as you are. Do what it takes to retain them and acknowledge their importance to the business.

Maximize Your Cash Flow

If COVID taught us anything, it’s developing a business that can sustain itself when revenues are down over a steady period. While that experience might be an anomaly, you should consider structuring the financial side of your business so it can remain healthy during slower revenue periods without constraints on making payroll and fixed expenses. Think about stashing some funds away, restructuring your debt, or leveraging some equity you might have in real estate or equipment. Don’t overinvest in long-term projects that might have additional risks associated with them. In other words, manage your money for the long term and you will have a greater chance at continuing success.

Being a small business owner is both exciting and stressful and has significant benefits and responsibilities beyond a typical employment position. Taking on all of the ownership responsibilities yourself or considering a partnership is a critical decision you may need to make at the beginning of the venture and afterward, once the company has been operating for a number of years.

Circumstances may decide this for you, or you may have more control over the process. Either way, here are a few things to consider when thinking about what is best for you.

Can You Manage Everything on Your Own?

This is probably the first thought that goes through your mind when starting a new business or potentially buying out existing partners. Do you have the experience, drive, and time to accomplish the day-to-day operations involved with 100% ownership? The answer will rely in part on the structure of the operation and how much you can delegate to employees, as well as your general desire to answer to no one but yourself.

Do You Have the Capital to Invest and Maintain Adequate Cash Flow by Yourself?

This is especially critical in the early stages of operation when you are trying to establish the business and before you have developed the levels of revenue to sustain and grow. Most business owners should expect a drain on their personal funds during this period unless they bring in working partners or silent investors to alleviate the burden.

Are You Having Trouble with Certain Partners?

This issue might be the most challenging one you face as a business owner during all phases of development and growth in the company. Bringing in the right partners and investors who match your goals, complement your skill set, and seamlessly get along with you both personally and professionally might seem like an impossible task. Developing and maintaining a high level of trust and compatibility with other people in business and life is something we all strive for but is rare to find over the long haul.

If you do, work hard to hold onto those relationships and continue to be successful. If philosophies change and you find yourself constantly butting heads with existing partners, you may have to decide if a change makes sense for the better of the business and yourself. Being your own boss is generally thought of as a great situation, especially later in your career, when you have all the tools to be successful. Many small business owners have found the right formula to work well with their partners and share the burdens and successes of ownership.

When you decide your company needs to be valued for whatever reason, whether you are seeking additional working capital, taking on new investors, buying out a partner, retiring, or in the middle of a personal or professional dispute, you want the end result to be supportable and reasonable.

It’s important to keep in mind that the appraiser you select knows little to nothing about your business until you begin to communicate and share information. The first half of the process will be a fact-finding mission, with the goal of providing sufficient financial data and other key information to the appraiser, while they suggest to you the best approaches and methodologies to take.

This level of communication and data flow will also present the valuation professional with a better understanding of the larger picture, whether that involves a critical transaction you are trying to close, the settlement of a divorce or partial buyout, or providing you with a value that can be presented to potential purchasers in the open marketplace.

A third-party valuation is independent and unbiased; however, this is the chance to present your individual perspective as a business owner so the appraiser understands what you’re trying to accomplish, and certain variables that only you may be aware of that could influence the outcome. Trust that the professional working with you will understand how best to consider all the potential adjustments and make reasonable decisions in the overall scheme of their analysis.

As a result of these meaningful communications, the second part of the valuation, which involves the appraiser’s review, research, analysis, and report writing, will result in a thoroughly examined and reliable outcome. It likely will also end up being more in line with your expectations. No business owner wants to go through the effort of working with external consultants and service providers only to end up with surprising, undesirable results.

Many business owners might believe the value of their company is more than what the market might dictate; that’s just human nature. However, the more the appraiser understands your experience and specific history working every day as the head of the company, the more likely the final value opinion will be in line with your expectations.

Before you commit to a specific appraisal professional, spend time discussing these kinds of topics so you feel comfortable that you will be working with a well-balanced firm that understands the important factors that go into a business valuation.

If you have owned a business for a number of years and now need an appraisal to sell the company, apply for financial assistance, or bring in new investors, you will need to have reliable financial documentation that provides historical performance details.

The most common records you will need are income statements, balance sheets, and tax filing records. You can provide further information by responding to a series of typical questions the valuation professional will ask during the process, that will give additional perspective on how to view these documents and make discretionary adjustments to the income and expenses of the business.

The appraiser will ask for 3-5 years of these filings, and they should be developed by an outside accounting agency or internal company controller. If you find yourself in a position where these records are not current, or poorly documented, you will need to determine the best way to update them, otherwise, the appraiser may not be able to assist you.

One option is to hire a forensic accountant or bookkeeper who can go through all the business receipts and related paperwork in an effort to develop formal documents which can be utilized for the appraisal as well as support these transactions. A potential buyer, financial institution, or investor is not going to blindly give you funding if the historical performance of the company is not well-detailed and documented.

Keep in mind the appraisal firm you engage with cannot actively participate in the development of these documents since they need to remain independent and unbiased when estimating their value opinions. As a business owner, you will know far more than anyone about the previous performance of the company as well as have access to the records needed to put these documents together. Whether you decide to take this project on yourself or work with an outside agency or internal employee, your direct involvement in the process will be critical.

Regardless of your immediate desire to put the business on the market, or look for new capital funding alternatives, take the time now to review your business records and determine if they are accurate and up to date. Even if they are, take further steps to organize a file to consolidate and provide easy access to, all the historical financial records of the company so that when the time comes, you will be prepared to move forward.

If you are unsure of the steps needed to complete this effort, contact a certified accountant or appraiser who can discuss the process further and give you informal advice that gets you on the right track.

As a business owner, no one knows more about your company, its operational history, and where it’s headed going forward. When you determine the need for an independent appraisal, the ability to work in tandem with the company you choose to engage with will benefit all parties involved.

There are very likely areas within your financial statements you can elaborate on to paint a more accurate picture than simply what the numbers show. In addition, your experience with the markets and industry you operate in will provide added perspective to the appraiser when they research the competition and comparable businesses during the course of the analysis.

Review overhead and expenses to determine if any are discretionary and adjustable to how you might otherwise operate on a leaner budget. Look at what might be considered “one-off” costs in certain years that can be backed out of annual cash flow levels and review special compensation packages to you and your employees which might not be relevant to a potential buyer. You may be claiming a lower net income figure on your taxes each year because of these discretionary expenses. That is a common strategy for business owners each year as they best position themselves before year-end filing.

The goal is to create a normalized, realistic year-to-year snapshot that shows how the business can most efficiently and effectively run without consideration for added unnecessary benefits you may have created over the years for you and your staff.

When a small business changes hands, the new owner will have their own set of circumstances to consider and will often look at the most economical model to begin their operation until they too can create these added benefits once they become successful in the coming years.

From a market and industry perspective, advise the appraiser of local competition and similar businesses that may be public or available enough to make reasonable comparisons. Discuss future areas of growth you may have implemented but have yet to fully realize the added revenue streams.

It’s important to add these levels of perspective where you can so the appraiser better understands your business beyond the standard documentation that they are provided with by you or your financial advisors. The more the appraiser knows about your personal experiences as they relate to the history of your company and its operation, the more accurate the valuation results will be.

As a business owner, there will come a time when you begin to consider selling the company, hopefully after years of growth and prosperity. Whether you are eyeing retirement or thinking of shifting your career path, you will need to determine the ideal exit strategy for the company and explore the options available to you. Here are a few to think about:

Internal Sale to Key Employees

You have likely built lasting relationships with some of your top personnel who have been loyal over the years and helped you build the business up. An internal company sale to employees who are ready to take on the additional responsibilities of ownership will avoid the extended time and risks of an open market transaction. This will also instill confidence in all your workers that you intend to keep things as consistent as possible during this transition and in the years to come.

The downside is that you may need to develop an affordable seller financing package that allows the employees to pay you over an extended period of time.

Engage with a Business Broker

You should be able to research the market and find a couple of business brokers who specialize in selling companies to other third parties in your industry. This process will probably involve considerable time and expense, however, the end result may be worth it. Make sure you conduct a thorough background check and interview process before committing to a company as you will be heavily reliant on their ability to successfully complete a sale which may take several months or even a year or more to finalize.

Develop your own Marketing Plan and Sale Strategy

If you have a lot of industry contacts and feel confident that you can manage the process independently, consider taking the time to develop a strategy to market your business solo. If you strongly believe you have the knowledge and experience, as well as the time, and understand the risks involved in this kind of venture, you might be best served to sell the company yourself, relying on the fact that no one knows your business better than you.

You should have your accountant, attorney, and any other key advisors involved in the process to mitigate risk and avoid miscommunicating information to potential buyers. This option has the most upside potential but higher downside concerns given the independent nature of the transaction.

In summary, this decision will be one of the most important ones in your life so take plenty of time to consider your options and seek advice as needed.

A few times each year, I like to discuss future planning strategies and long-term growth with business owners, and how they look ahead while keeping one eye on past successes and failures. Oftentimes, forward-thinking involves the potential for expanding the company, however, what if your firm is at the point where everything is running smoothly with revenues and net income right where they should be?

There may come a point when forecasting over the next few years involves simply keeping the structure of the company the same while making minor tweaks to refine existing strategies that will potentially improve margins. Is this an example of resting on your laurels or has all the hard work in the past finally reached a point where major changes are not economically feasible? Perhaps you are even risk-averse to future growth since diminishing returns would be a likely outcome.

This type of strategy may be more common than you think. Being a successful business owner does not always equate to having the compulsion to constantly reinvent the wheel. In fact, many experienced entrepreneurs in niche markets understand that once you have reached a certain level of market share, you have essentially positioned the company at the ideal point where current revenues, overhead, and profits are at optimal levels.

Depending on your overall personality, current drive, and where you are in your career path, it may be the perfect time to enjoy the fact that the business is exactly where you planned it to be years ago and consider whether you want to take a breath while reaping the rewards or move onto another opportunity. You have options in front of you, even though they may not be the same ones that got you where you are today.

Looking inward and reviewing how best to maximize the benefits of your existing employees and client relationships while fine-tuning a business that now needs only minimal maintenance are things you can do regularly. After all the challenges you’ve faced and past successes you accomplished, that is a great way to keep your company optimized.

As a business valuation professional, oftentimes your work effort goes beyond the preparation of an appraisal report. Business owners may engage with a more comprehensive advisory team to accomplish their goals, including tax, accounting, and legal representatives. With the potential threat of audits and legal disputes involved with certain ongoing project requirements, this team of experts may all have a role in the successful outcome for your client.

As the valuation professional, ensure that you include a clear delineation of the scope of work and fees associated with preparing and delivering the appraisal report and any follow-up consulting work which may arise as the transactions or cases develop. One option to accomplish this is to have a fixed cost for your initial report and hourly rates specified for any work pertaining to the continuing efforts related to the larger advisory team.

If you know the valuation work will be included as part of an ongoing or potential audit, or if litigation consulting and testimony may be involved, discuss these issues with the client and other members of the advisory team, so you can gauge the depth of additional time involved and look to better plan the future scope of work.

Ensure you document all your discussions, both by phone and email, while tracking your time on a weekly or monthly basis so you can support the additional costs involved with the prolongation of the appraisal engagement.

Look to these kinds of projects as an excellent tool to gain additional experience while working within a team environment where a common goal is to bring value added to your client’s transaction or legal case. Better understand the larger perspective of the matter so you can best prepare and potentially bring thoughtful suggestions to the table which relate to your role in the scope of work effort.

The most successful service providers understand how to look outside of their day-to-day analysis and report responsibilities and develop expanded opportunities in a business consulting and support environment. In a professional world where disputes are common and must eventually be ironed out, you can leverage your expertise to involve yourself in these cases and become a more diversified appraisal firm.

We all know about new year’s resolutions from a personal perspective, along with the challenges these can bring in accomplishing them both in the short and long term. One of the hardest things for many of us, in both our day-to-day lives, and as business professionals, is examining the things we don’t do very well, and changing our habits permanently, to create a more successful outcome.

As a small business owner, you may feel even more invested in making these course corrections for your company each year as you assess past achievements and look to improve areas where results were less than optimal. This behavior is part of the core foundation of a long-term growth strategy that keeps your business operating as efficiently and effectively as possible. As the larger industry and marketplace, you work in changes over time, you need to keep up and adjust for these external issues. Also, review your internal structure and processes and determine whether there is room for improvement in any areas that drive revenue and control overhead and variable expenses.

Consider who on your team has outperformed expectations and how they might help take your business to the next level by promoting them or expanding their responsibilities. Keep an eye on employees who may be going in the opposite direction and determine if you can bring them back into the right mindset or potentially need to find alternatives for their role in the company.

Even if you had a very successful year in 2022, it is prudent to refresh your outlook on how the operation functions, while continuing to improve and create further growth opportunities. The concept of “if it ain’t broke, don’t fix it” doesn’t apply in situations where change occurs, both within and outside of your control, in the business marketplace, and right at your doorstep.

Seek to obtain advice from key advisors and employees who you trust and work with on a year-to-year basis. Objective opinions outside of your own experience are always useful to potentially view things from different perspectives before you fully commit to a course of action.

Give yourself the opportunity to look back at 2023, a year from now, and tell yourself you did everything you could to continue to create the best version of your company. Every objective may or may not be accomplished, however, putting in the effort to carefully consider all the options to remain successful, and continue to grow, will be rewarding.