7 Deadly Sins of Selling a Business

Many business owners are individuals who have started or acquired a business. Most of these business owners have considered or will consider at some point an exit strategy in order to retire, achieve liquidity to pursue other business ventures, etc. Exit planning may be part of the business owner’s overall strategy of acquiring, growing the business, increasing its value, and then exiting the business through a merger or acquisition. Throughout the process of buying, owning, and selling a business, the owner will generally rely on the experience and advice provided by professionals such as legal counsel, accountants, financial advisors, and management advisors. Continue reading

Top 10 Questions of Value: 10. What is the Difference between EBITDA and Seller’s Discretionary Earnings and Why are they Important in Financial Analysis?

EBITDA stands for Earnings Before Interest, Taxes, Depreciation and Amortization. EBITDA earnings are used by many valuation professionals and financial analysts as a method to compare the cash earnings of a subject company with cash earnings of comparable companies. This method of earnings comparison is useful because it equalizes differences between or among companies in their capital structures, their depreciation methods and tax rates. This “equalization” allows the analyst to make informed judgments about earning capabilities of each company.


Top 10 Questions of Value : 9.What Is the Difference between Enterprise Value and Equity Value?

Sometimes people use the two terms interchangeably. However, for valuation purposes there may be a significant difference in the two terms. Enterprise value is often referred to as the value of the invested capital which includes the value of the equity and the value of the firm’s liabilities. This could represent the asset side of the balance sheet and would likely include the hard business assets (property, equipment, etc.), cash, receivables, inventory, and the goodwill of the business. Equity Value is the enterprise value LESS all liabilities of the business. As various professionals may define these levels of value differently, it is important to understand exactly what a definition of a level of value includes or excludes under specific circumstances delineated in the valuation report.


Top 10 Questions of Value: 8.What Is the Difference Between an Expert Consultant and Expert Witness?

As an expert consultant, the valuation professional is engaged to develop information that will be used by the attorney in a variety of ways, including settlement negotiations with the opposing side. In these instances, the valuation professional is usually not expected to testify or to develop an opinion of value that will be entered into the court records. The documents created by the valuation professional may be protected by attorney-client privilege. In this situation, the valuation professional is working as the client’s advocate. Continue reading

Top 10 Questions of Value: 7. How Is a Valuation Useful when Drafting Buy-Sell Agreements?

Buy-sell agreements for privately-held companies provide the shareholders with a mechanism by which the interest of a deceased or withdrawing shareholder may be liquidated through a repurchase agreement, a cross-purchase agreement, or a hybrid agreement. Providing for how the value of the shares is established is critical for a successful buy-sell agreement. Generally, there are three methods through which the value of the shares may be established: 1) specific formula approach based on a financial metric such as book value, earnings, etc., 2) negotiation between the parties, 3) independent outside appraisals. While the value determined by a specific formula may be manipulated by the controlling shareholders who have some discretion over how the financial statements are reported and the negotiation between the parties may fail when the parties are unable to agree on terms, an independent outside valuation conducted as part of an annual valuation program provides a clear means of establishing the value of an interest over time.


Top 10 Questions of Value: 6. Are “Rules of Thumb” Useful in Business Valuations?

Rules of Thumb are generally expressed as multipliers. A common example would be that some particular type of business will sell for .75 to 1.50 times annual revenues. Another popular multiple is a multiple of discretionary earnings. For example, a particular type of business is said to sell for X times Seller’s Discretionary Cash Flow (SDCF), or Owner’s Cash Flow (OCF). There may also be other rules of thumb relating to some measure of physical volume, such as X dollars times each keg of beer sold per month. Continue reading

Top 10 Questions of Value : 5. What Are the Qualifications of an Accredited Valuation Analyst and a Certified Business Appraiser?

An Accredited Valuation Analyst (AVA) is a valuation professional who has completed specialized advanced training in business valuations through the National Association of Certified Valuation Analysts (NACVA) and who has also completed a comprehensive examination and submitted a complete written valuation report to examiners. AVAs receive continuing education in valuations each year and observe the ethics, reporting standards, and practice standards of NACVA. Continue reading