Highlights From Q2 2016 IBBA and M&A Source Market Pulse Survey On Businesses Sold
- Strongest Growth in businesses selling that are valued at $5M-$5M
- Buyers market for businesses valued under $1M, over the $1M mark is a Seller’s market
Due Diligence Before You Sell Your Business
Due diligence is generally considered an activity that takes place as part of the selling process. It might be wise to take a look at the business from a “buyer’s perspective” in performing due diligence as part of an annual review of the business. Performing due diligence does two things: (1) It provides a valuable assessment of the business by company management, and (2) It offers the company an accurate profile of itself, just in case the decision is made to sell, or an acquirer suddenly appears at the door.
This process, when performed by a serious acquirer, is generally broken down into five basic areas:
• Marketing due diligence
• Financial due diligence
• Legal due diligence
• Environmental due diligence
• Management/Employee due diligence
It has been said that many company officers/CEOs have never taken a look at the broad picture of their industry; in other words, they know their customers, but not their industry. For example, here are just a few questions concerning the market that due diligence will help answer:
• What is the size of the market?
• Who are the industry leaders?
• Does the product or service have a life cycle?
• Who are the customers/clients, and what is the relationship?
• What’s the downside and the upside of the product/service? What is the risk and potential?
Two important questions have to be answered before getting down to the basics of the financials: (1) Do the numbers really work? and (2) Are the seller’s claims supported by the figures? If the answer to both is yes, the following should be carefully reviewed:
• The accounts receivables
• The accounts payable
• The inventory
Are contracts and agreements current? Are products patented, if necessary? How about copyrights and trademarks? What is the current status of any litigation? Are there any possible law suits on the horizon? What would an astute attorney representing a buyer want to see and would it be acceptable?
Not too long ago this area would have been a non-issue. Not any more! Current governmental guidelines can levy responsibility regarding environmental issues that existed prior to the current occupancy or ownership of the real estate. Possible acquirers – and lenders – are really “gun-shy” about these types of problems.
What employment agreements are in force? What family members are on the payroll? Who are the key people? In other words, who does what, why, and how much are they paid?
The company should have a clear program covering how their products are handled from raw material to “out the door.” Service companies should also have a program covering how services are delivered from initial customer contact through delivery of the services.
The question is, do you give your company a “physical” now, or do you wait until someone else does it for you – with a lot riding on the line? An intermediary can work with you to help look at your business from the lens of a buyer.Read More
Q3 2015 Sellability Score Tracker Results- How Sellable Is Your Business?
The 3rd quarter 2015 Sellability Tracker showcases survey results based on business’s completing The Sellability Score Survey, an interactive tool offering a comprehensive assessment of the “Sellability” of a business. Completing the Sellability questionnaire gives you an overall Sellability Score out of 100, plus your score on the eight key drivers of Sellability, which are statistically proven to increase the value of your company.
The average offer multiple of earnings for owners completing the survey for Q3 2015 was 3.76. Below are a few Q3 highlights from a few of the 8 key drivers that have an affect on how Sellable a Business is and on Multiples of Earnings from buyer’s offers. How Sellable is your business?
Multiple of Earnings
Q3 2015 Sellability Tracker Average is 3.76
|3.99||If your business is geographically scalable|
|4.03||Companies that offer little or no customization to their product or service get somewhat higher offers.|
Owner Relationship with customer
|Owner knows each customer by first name
Owner does not know customers personally and rarely gets involved in serving an individual customer.
How Easy Would It Be To Accommodate 5 X Demand?
Businesses with recurring revenue > than 50% of total revenue get more offers and higher multiples.
|12.29% of surveyed received offers (average)
17.56% with recurring revenue > than 50% of revenue received offers
|< than 1m in Revenue
1-3m in Revenue
3-10m in Revenue
10m+ in Revenue
|Bring shoebox of receipts to CPA at years end
Use accounting software product like QuickBooks
Review and Engage accounting audit in place
Overall Sellability Score
The Sellability Score algorithm was developed using a quantitative survey of business owners and is continually refined, based on the thousands of business owners who get their score each quarter. Achieve a Sellability Score of 80+ and – based on research from thousands of test cases – your company will be worth 71% more than the average business. To learn more about how to improve the Value of Your Business visit Evobizsales.com or call Evolution Advisors in the Roseville/Sacramento area at 916-993-543.Read More
What Makes Up The Value Of A Business?
Many courts and the Internal Revenue Service have defined fair market value as: “The amount at which property would exchange between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having a reasonable knowledge of relevant facts.” You may have to read this several times to get the gist and depth of this definition.
The problem with this definition is that the conditions cited rarely exist in the real world of selling or buying a business. For example, the definition states that the sale of the business cannot be conducted under any duress, and neither the buyer nor the seller can be pushed into the transaction. Such factors as emotion and sentimental value cannot be a part of the sale. Surprisingly, under this definition, no actual sale or purchase has to take place to establish fair market value. That’s probably because one could never take place using the definition.
So what does make up the value of a privately held business? A business consists of tangible and intangible assets. The tangible assets are the most visible and the ones on which buyers too often base a judgment on the value of a business. Factors of value, fixtures, equipment and leasehold improvements are often valued first by the buyer. Well maintained equipment and attractive interior surroundings are the first things a buyer sees when visiting a business for sale. Make no mistake, regardless of what prospective buyers may say, the emotional impact of a physically well-maintained business can be a very positive factor. In addition, it is much easier to finance tangible assets than intangible ones.
However, buyers have to consider what is really behind those well-maintained tangible assets. There are many businesses, especially today, in which physical assets play a very small part in the success of the business. These intangible factors include: the business’ reputation with its customer or client base, and within its industry; mailing lists and customer/client lists; quality of product or service; reputation with its vendors and suppliers; strength of the business’ technology and other systems; plus many other factors that can add a lot more value to the price of the business than can shiny equipment.
Although the intangible assets listed above cannot be seen, they are certainly an important part of the business – and purchase price. Businesses that don’t need expensive fixtures and equipment can, in many cases, be expanded more quickly and inexpensively because they do not require cash-intensive equipment purchases. Buyers, to their own detriment, do not want to pay the same price for equivalent cash flow for businesses that do not have lots of equipment. They want to buy tangible assets.
Business brokers and intermediaries know how to point out to prospective buyers the advantages of businesses that may not require lots of equipment but have those all-important intangible assets that create steady cash flow. Business owners who have a service or other type of business that does not rely on the heavy use of tangible assets and are considering selling, should talk to their professional business broker/intermediary who can point out the pluses and the hidden assets of the business.
© Copyright 2015 Business Brokerage Press, Inc.Read More