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Understanding Value-Generating Characteristics
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Understanding the factors that impact the valuation of your business can and should influence your business model and plan Businesses that attract the most interest and highest valuations tend to have high customer retention and predictable cash flow For example, a contractor whose revenues are primarily generated by winning bids on public works projects has neither long-term customers nor a customer base to transfer to a buyer The multiple for a business like this may be so low that its liquidation value may be its best value (I gave this example to il-
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PART TWO The Sale and Financing of a Business
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lustrate that how a company derives its earnings is important It is possible that the company in this illustration can still have value drivers, such as consistent profitability, that support a high valuation) On the other hand, a commercial insurance brokerage firm might have an exceedingly attractive valuation because of its high customer retention rate and annual premiums Similarly, an owner who dominates sales and management adversely affects the integrity of a business transfer, and in extreme cases the firm may not be salable at any price In contrast, a business with management and sales responsibilities spread evenly among its employees is likely to achieve a better valuation Precisely, the perceived stability of customers, employees, and vendors following the acquisition directly impacts the integrity of a business transfer This is reflected in its transaction structure and ultimate valuation
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Capital Investments Prior to a Sale
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Investing in new equipment or moving to another location one or two years prior to selling your company may not contribute to the value of your firm The costs of these investments probably won t increase your valuation unless they ve generated a corresponding increase in earnings on your year-end income statement(s) It is best to avoid making these sorts of unintentional charitable contributions
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The Mystery of Potential
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I find it interesting that the more profit challenged a business is, the more the owner tends to tout its spectacular growth potential In any event, one of the most common areas of misunderstanding is overestimating the value of growth potential This is a complex subject that can be summed up as follows: If your historical sales and earnings have been rising and the trend is continuing, then your firm has proven growth potential, and it will probably command a premium valuation multiple If not, buyers consider future growth a result of their own efforts and generally do not think it is fair to reward sellers for the buyer s work If a seller insists that growth will be greater in the future than in the past, a buyer may be equally optimistic, but the valuation
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CHAPTER 11 A Business Intermediary s Perspective
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multiple will likely reflect the aggressive forecast Pricing in unrealized potential by planning future expense saving and/or company building moves should lead a buyer to discount the valuation multiple to account for a risky growth forecast Using Equation 64, FMV 11 (1/r g), the shortcut valuation from 6, if the seller insists on raising g by 3 percent above historical growth, the buyer may reasonably insist on raising r by 2 or 3 percent to compensate for the optimistic forecast of unproven growth If we increase g and r both by 3 percent, there is no change in the valuation
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Mistaken Value Assumptions
There are objective and subjective methods of determining value, some of which were discussed above However, Business Intermediaries and valuation experts consistently agree on a reasonable range of value On the other hand, sellers and their advisers who do not have firsthand transaction or valuation experience often come up with values that are off the charts This is unfortunate in that it can significantly skew the seller s retirement plans, estate planning, etc, as well as preclude the seller from selling when he or she should sell While small business owners often have demonstrated remarkable wisdom by guiding their firms through decades of challenging industry and economic cycles, they usually do not begin learning about the true value of their business or its valuegenerating characteristics until they decide to sell it I am constantly amazed by the level of misunderstanding that business owners have in this regard
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