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Business Sales & Acquisitions

Simplifying the Valuation

“There are many reasons for valuing an entity, and those circumstances can lead to different outcomes…For instance, a business’s value for sale on a going-concern basis will differ from its value for liquidation purposes. It similarly makes a difference if the valuation is for an orderly liquidation as opposed to a forced one. For example, the value of a company for estate-tax purposes (fair market value) likely will differ from its value for a sale to a specific purchaser (investment or strategic value). In some instances involving litigation, the courts or the law may dictate which standard of value to use.”

Source: Journal of Accountancy , August 2003

Introduction

The two variables – EBIT and DCF numbers – are affected by not only the financial aspects of the business but also the non-financial aspects, which can be both objective and subjective. For purposes of buying or selling a company, it is important for the seller to determine the floor price (the lowest acceptable price) and for the buyer to determine the walk-away price (the highest possible offer). Valuing companies may be more of an art than a science, but there are three basic factors that buyers focus on when trying to establish a price for a target company.

1. Quality of Eearnings

i.e., not a lot of “add-backs” or one-time events like the sale of real estate which does not reflect on the true earning power of the company’s operations. It is not unusual for companies to have some non-recurring expenses every year, whether it is a new roof on the plant, a hefty lawsuit, write-down of inventory, etc.

2. Sustainability of Earnings After the Acquisition.

The key question a buyer often asks is whether he is acquiring a company at the apex of its business cycle or whether the earnings will continue to grow at the previous rate.

3. Verification of Information

i.e., the concern for the buyer is whether the information is accurate, timely and relatively unbiased. Has the company allowed for possible product returns or allowed for uncollectible receivables? Is the seller above-board, or are there skeletons in the closet?

Measuring Earnings

When a seller talks about earnings, earnings really needs to be defined; e.g., EBIT or EBITDA; last year’s earnings or this year’s projected earnings; EBITDA – CAP X; restated without prerequisites but with add-backs, etc.

When a buyer is analyzing earnings, is it for one year, three years, interim earnings annualized, combination of reporting periods, projections, etc.? What is the timeframe for measuring earnings and what is the trend of earnings?

Another concern in measuring earnings in the future is related to what changes might affect earnings, such as increase in rent, family members off the payroll, loss of key customers and/or vendors, etc. Beware of companies that are locked into long-,term contracts in which they are unable to raise prices or companies in a commodity-type business in which there is unrealistic market pricing.

Key Considerations

The following questions are useful to understand the business and thereby value the company more prudently:

  • What’s for sale? What’s not for sale? Does it include real estate? Are some of the machines leased instead of owned?
  • What assets are not earning money? Should these assets be sold off?
  • What is proprietary? Formulations, patents, software, etc.
  • What is their competitive advantage? A certain niche, superior marketing or better manufacturing?
  • What is the barrier of entry? Capital, low labor, tight relationships?
  • What about employment agreements / non-competes? Has the seller failed to secure these agreements from key employees?
  • How does one grow the business? (Maybe it can’t be grown.)
  • How much working capital does one need to run the business?
  • What is the depth of management and how dependent is the business on the owner/manager?
  • How is the financial reporting undertaken and recorded and how does management adjust the business accordingly?

Conclusion

Much of the information above will influence the person’s perception of value. Valuation is often in the eyes of the beholder, whether the price is rational or not.