Friday, July 31, 2009

How to Value a Company

Most business owners eventually deal with the issue of their company's worth, whether in establishing a strike price for options or in trying to sell or raise money for their companies. Stating the obvious, the value is what a willing buyer would be willing to pay and a willing seller would accept. That said, business owners are often understandably frustrated when they see the lack of objectivity in determining the value of their business. Unfortunately, like valuing baseball cards, valuing a business is less of a science than an art.

This is not to say that valuations do not have mathematical explanations, nor that there are not industry starting points (as discussed below), but all of that is academic without a willing buyer or investor making a real offer. Using the right advisors, particularly valuations experts, can add to your bargaining leverage, ground negotiations on both sides, offer a variety of creative methods and financing options, and introduce new potential investors.

There are several well-accepted methods of valuing a company in both an investment and a capital raise context. Buyers and investors often use one of the following valuation methodologies: (i) a negotiated multiple of EBITDA (earnings before interest, taxes, depreciation and amortization); (ii) a discounted cash flow analysis (which is often used in the leveraged buy-out setting where acquisition debt payments need to be covered from free cash flows); and (iii) market comparables (where comparable businesses are identified and their stated valuations are used as a basis, and differentiating your business may be the primary point of negotiation). A good valuation expert can help identify other valuation methods that would be most favorable to your company.

The different methodologies rarely have the same outcome. The above methods are all attempts to create some kind of baseline which can be useful to both buyers or investors and sellers.

Wednesday, July 29, 2009

Trying to Sell Your Business in This Market, What to Expect

The world of mergers and acquisitions looks a lot different than it did just two years ago. When credit was easily available to a buyer financing an acquisition, things were easier for sellers. Now, buyers are looking to sellers to take on more of the risk.

Promissory notes. Many buyers are asking sellers to accept part (or even all) of the purchase price as a note. In other words, the seller gets less cash at closing and only receives payments under the note if the company is able to pay.
Earn-outs. An earn-out is a mechanism where a seller receives part of the purchase price over time, depending on how well the business is performing. Usually, the buyer and seller will agree upon financial measurements that the company has to meet in order for the seller to receive any payment. Earn-outs can be very complicated and difficult to track and measure after the closing.
Mezzanine financing. Because senior debt is not as readily available as it once was, buyers are turning to mezzanine lenders. Mezzanine capital is generally subordinated to any senior debt but has priority over common equity. Mezzanine financing generally has a higher interest rate than senior debt. That may cause the buyer to provide less generous financial terms to the seller.
Equity rollovers. The buyer may ask the seller to roll over some of its equity into the new company. That is, rather than receiving the purchase price that would be attributable to all of the seller's interest in the company, it will receive only a portion of the full purchase price plus some equity interest in the new company. In an equity rollover, the seller continues to own a portion of the business and bears the risks related to that ownership.

Tuesday, July 28, 2009

Monday, July 27, 2009

The Private Equity Overhang

The Alliance of Mergers & Acquisitions Advisors and PitchBook Data recently released a study of the private equity industry. The study showed that there is an overhang of approximately $400 billion in private equity fundraising. That means private equity firms have raised about $400 billion more than they have invested. There's a lot of money out there waiting to be invested. In fact, it's at an all-time high.

As tough as times have been, people have continued to give their money to private equity funds. The funds just haven't found companies that they consider good investments. So what needs to happen? According to some, it's a matter of companies lowering their expectations. Companies can no longer expect to get the kind of multiples or the kind of leverage that were used before 2007. Others say it's all about the stability of the economy and the re-opening of the credit markets. Still others say that investors need to change the way they do diligence on a company. The old methods will no longer work in light of the current economic realities.

Friday, July 24, 2009

Business Acquisition Financing & New SBA Policies

Buyer’s Down Payment: If any of the buyer’s down payment is coming from borrowed funds, such as home equity, the borrower and/or his family living in the same household must have outside income to meet the credit obligation for those funds.

Business Valuations: All business acquisitions require a business valuation. If the loan proceeds are less than $350,000, the valuation report may be prepared by the lender. The lender may not use a report provided by the buyer and/or seller and the lender must order this valuation.

If the business contract gives specific value to assets (not real estate) and the business financial balance sheet indicates a value less than on the contract, an independent appraisal for those assets must be obtained to support the higher valuation. The lender may not use a report provided by the buyer and/or seller and the lender must order this valuation.

Seller Financing: SBA states that the lender should explore seller financing for the goodwill portion of a business acquisition. A seller’s refusal to provide subordinate financing for the goodwill should be documented in writing by the seller and provided to the lender. SBA is expecting lenders to use prudent lending decisions when determining to provide financing without the seller’s participation.

Loan Terms: Business acquisitions with no real estate remain at a 10-year term. Real estate acquisitions remain at a 25-year term. Historically, loans that included both business and real estate were blended. Lender’s now have the option of providing a blended maturity or a maturity based on the maximum maturity allowed for the asset comprising the largest portion of the use of loan proceeds. For example, if the majority of loan proceeds are financing real estate, a maximum term of 25 years is allowed. Verify with the lender what method will be used to determine the maturity.

Life Insurance: If the business management is tied to an individual or a group of individuals, life insurance is required. The amount of life insurance is to be determined by the lender taking into consideration the type of collateral and the liquidation value of the collateral.

Gas stations: The property may not have any contamination above state and federal regulation. Any and all levels above the minimum allowed by state and federal regulations must be cleaned up and reported as such before loan can be approved. If the level is in the acceptable range, however some reasonable clean up or monitoring remains, the financial means to make that happen need to be addressed and be satisfactory going forward. Loan proceeds are not to be used for this ongoing clean up and/or monitoring.

The seller and the buyer must sign an SBA Environmental Indemnification Agreement without revisions. The seller’s liability under the Indemnification Agreement is only up to the time period when the property is transferred. The fuel supply company does not sign this agreement unless it is the seller or the party responsible for on going clean up and/or monitoring.

Fuel Supply Agreement must not have any controls of the business management or an automatic purchase agreement at the end of agreement.

The real estate property title must not have any unreasonable covenants/deed restrictions that would prevent the lender from liquidating and selling the collateral, other than normal municipality zoning rules.

Lender must have the following in advance to make loan approval: Property Title Policy; Environmental Report; Tank & Line Pressure Testing; Real Estate Appraisal; Fuel Supply Agreement.

Lender Referral Fees: When a referral fee is paid by a lender or a borrower, this must be disclosed on a SBA 159 Compensation Form disclosing the actual fee which the borrower, Lender, and referral agent must all sign. If the fee exceeds $2500, an itemized invoice is required. A lender and borrower cannot both pay a referral fee for the same transaction. A borrower can pay a packaging fee and a lender can pay a referral fee on the same transaction.

Seller has existing SBA Loan: If a lender has an existing SBA loan to the seller and is financing the acquisition, the lender may not process the request through any expedited loan program. The request must be submitted to the SBA Loan Processing Center for final approval.

Collateral: SBA no longer allows lenders to provide a value to accounts receivable and inventory when determining collateral coverage, even if those assets are required as collateral on term loans.

Tuesday, July 21, 2009

Financing The Transaction

With the current economic downturn, we should see buyers who have lost their jobs, for whatever reason, searching for a way to support themselves and their families. Many will hope to find new jobs; others will decide to look at going into business for themselves. From this second group, some will start from scratch, others will investigate franchising, and still others will look to buy an existing business.

The most recent survey conducted by Business Brokerage Press revealed that seller financing was involved in only 27 percent of the transactions. SBA financing was involved in 30 percent, bank financing in 20 percent and 23 percent by “other.” Interestingly, when asked what the main obstacle was that prevented sales from closing, financing topped the list at 30 percent. This was the biggest reason for deals not closing.

Many of the buyers considering buying a business to replace a lost job may not be candidates for outside financing. They may be scraping every dollar they can for a down payment and money to live on until they find a business and receive an income from it. Others may not have sufficient experience for SBA or other financing; the business itself may not qualify due to lack of assets – such as a service business. The reasons are endless.
As you will see from the statement below, SBA qualifications are tightening up. It never fails -- the economy is tanking and the first thing the government does is tighten up SBA lending, when what it should be doing is loosening requirements and increasing the annual amount that SBA will guarantee. The more small businesses there are, the greater the increase in jobs.

In order to maintain deal flow, seller financing is going to be absolutely necessary. Certainly, SBA and other financing will be available for those really good deals and the really qualified buyers. However, there will be many deals that may have qualified for outside financing some months ago that won’t qualify today, unless requirements are lowered.

No sense in promising outside financing in today’s market. Sellers must be told from the outset that they will have to provide the financing if they hope to sell their business.

Friday, July 17, 2009

Economic Impact on Business Brokerage

A recent survey (September 2008) conducted by businessesforsale.com – a leading international listing site – revealed the following about the current economic situation and its impact on business brokerage. Seller financing is not the only issue to have come out of the economic slowdown. Brokers reported the following common issues:
• Sales are harder to complete when there is no real estate attached to the business.
• There are more corporate buyers investing in smaller businesses.
• Buyers are using lack of financing as an excuse to make lower offers.
• There is a lot more caution in the marketplace.
• Sellers have nowhere to re-invest the money from a sale.
• It’s generally harder to find financing, particularly to get an SBA loan. Application processes are longer and credit is tightened.
• Smaller deals are not completing.
Overall Market Activity
Businesses are still being sold; however, 50% of brokers believe the process is taking longer than it did last year. On average it takes 12 months for a buyer to be found and a deal to complete – 3 months longer than this time last year. 12.7% of brokers believe there has been no change in the length of the business sales cycle.

Comment: In addition, at the recent International Business Brokers Association conference, we heard quite a few stories of deals that fell apart primarily due to financing. The loans couldn’t be obtained, the business didn’t pass muster with the bank, or the bank just plain wouldn’t even consider the loan. Most of these were SBA loans. On the flip side, quite a few attendees said they were making deals, especially on smaller businesses.

Some of the common issues listed above are fairly obvious, but others deserve some discussion. We suspect that the deals with real estate involved are easier to get financed than those without it. Real estate always has intrinsic value, so banks and SBA (7a) loans are much easier to obtain with real estate included as security.

We also think that corporate buyers (by this we mean buyers who worked in the corporate world who we assume have been let go) are looking at smaller or less expensive businesses because they can’t get home equity loans or they can’t get them for nearly as much as they had hoped. This is then coupled with the lack of available financing mentioned previously.

Today’s buyer is probably a lot more cautious due to the current economic times. Money is tight and there is a lack of available financing, forcing buyers to use their own capital or what they can borrow on their home equity. Since the majority of them are first-timers, they are cautious – and scared. Business brokers have to take this into consideration when working with them.

Now, more than ever, there is no such thing as too much information. Not only as much financial data as possible is necessary, but seller training, operations manuals, key employees who will stay, and seller financing are critical. Remember, seller financing is also a big confidence builder. Buyers feel that if the seller is financing the sale, he or she must be confident that the business can not only afford the payments, but also provide a livelihood for a buyer. It’s also important that the landlord is agreeable to the sale; that a franchisor is reasonable about transferring the franchise to a new buyer, etc. In other words, the preparation is all important. A snag, such as an uncooperative seller, landlord, or note holder, can scare off a first-time buyer who is already petrified about depending on a small business to support his or her family.

Smaller deals are probably not closing because the buyer is afraid to make the leap of faith necessary to become a small business owner. In today’s environment, business brokers must spend time with a buyer and delve into whether he or she has what it takes to make that leap of faith. Sellers also have to be educated on how serious they are about selling. Many sellers back out of a sale when it dawns on them that they now not only won’t have anything to do, but they won’t have an income – unless they are providing seller financing. There is a very old and trite adage: A successful sale of a business requires a willing seller and a willing buyer. That is more necessary today than ever.

Tuesday, July 14, 2009

Selling Your Business?

Selling your business can be a daunting task. Don't fret. Here are some steps you can take to make selling your business a smoother and easier process.

Step1
Have an exit plan in place that prepares you for the sale of your company long before you need to. Early planning is important, expect the sale to take an average of 6 to 9 months to complete.

Step2
Work with experts to determine an optimal value for your business and ways to enhance its value over time. Choose a professional with sales and negotiation experience as your liaison. This person can then manage the advertising, bidding process and negotiations involved in a sale. Consider hiring a broker to sell your small business, which can save you time and give you anonymity while the sale is pending. The broker may also have better negotiating skills.

Step3
Develop a sales strategy and decide which options works best for you. For example, you could sell everything for one price; offer to work through several months of transition; or sell part of your business now and keep the remaining part for a future sale in order to defer taxes.

Step4
Know the tax implications! Refer to the Internal Revenue Service for more information or contact your personal CPA.

Friday, July 10, 2009

New Web Tool Calculates Biz Success

Starting a business is not for the risk averse. But in an effort to help entrepreneurs assess just how much risk is associated with launching or running their business, StartupNation.com, a website that provides business advice and networking for entrepreneurs, recently introduced an Odds of Success Calculator.

The business valuation device calculates a business owner's odds of success based on eight factors: amount of capital investment, difficulty in obtaining funds, quality of financial management, degree of business planning, annual industry growth rate, management experience, industry experience and timeframe.

After a short questionnaire, the online tool computes the probability of success by accessing a database that compares the company against hundreds of thousands of data points of other companies.

Calculating risk is imperative for starting any business. But just how accurate and trustworthy is even the cleverest business valuation tool?

The Wall Street Journal blog, Venture Capital Dispatch, tested the calculator using Twitter's information. The Odds of Success Calculator gave Twitter a 46 percent odds of success over the next five years. The lack of confidence shown by the online tool for one of the most revolutionary startups underscores the improbability for any algorithm, much less one constructed of only eight variables, to provide accurate or even directional guidance. Think about it. If you were Evan Williams, the chief executive of Twitter, would you quit?

That said, the Odds of Success Calculator addresses critical components like debt and management experience for any novice entrepreneur to consider. The calculator was born in response to the growing interest of visitors who wanted to learn whether they were on the right track or not. And the tool's entertainment appeal, with its quick, definitive results, is tough to pass on.

Wednesday, July 8, 2009

Established family owned full service kennel in Central Indiana has shown consistent growth over its history. Services include pet boarding, dog day care, grooming and a dog park facility. Rev: $294K CF: $54K

Dog Day Care Facility - Around the Clock Care” and a “No-Cage Facility”. The experienced staff has the talent and expertise to provide the care you would expect for your dog. Services offered are daycare & lodging, training classes, grooming and much more.
Rev: $369k CF: $58k Ask: $119k

Internet Retail Company founded in 1998, that sells mostly die cast cars and collectibles. They sell major brands such as Hot Wheels, Highway 61, Jada, Shelby Collectibles, Ertl and they specialize in GreenLight Collectibles and Johnny Lightning. This business carries sizes ranging from 1:18 & 1:90 including the very popular 1:64 where they have an extensive inventory of unique collectibles. It’s a truly fun business to own and operate!
Rev:$247k CF: $47k Ask: $67,500

A newborn hospital portrait service that has grown over the last 10 years throughout the state of Indiana. The business has an excellent reputation for providing top notchcustomer service and quality products all at affordable prices. Ask: $190k Rev: $402k CF: $90k.

Tuesday, July 7, 2009

Small-Business Owners Anticipate Growth, Market Smarter

For the majority of small-business respondents in the 2009 Small Business Attitudes & Outlook Survey, the economic recovery is nigh. Seventy percent anticipate moderate to significant growth this year (only 1 percent think they will close their businesses), and 47 percent expect to hire additional employees.

The survey, conducted by online marketing firm Constant Contact, reveals two things, said CEO Gail Goodman: the optimism and perseverance of business owners, and their ability to adapt to even the toughest economic conditions.

Entrepreneur recently spoke with Goodman about the findings, and she noted the survey was a snapshot of what small-business owners are doing to grow their businesses and reach new customers on a budget. The results indicate that a mix of word-of-mouth referrals, email marketing and a good website is the way to go. "It's easy and affordable, and I think that's the highlight of this, that small businesses are finding ways to grow with very cost-effective tools and by staying in touch with current customers so that they refer new customers," she said.

She also pointed out that social media sites like Facebook, Twitter and LinkedIn are slowly gaining ground among entrepreneurs. "They're just starting to experiment with tomorrow's tools, but from a high level, are really focused on things that are delivering value today."

The Attitudes & Outlook survey was developed in conjunction with the American Chamber of Commerce Executives, SCORE and the Association of Small Business Development Centers.