The saying “two heads are better than one” suggests that working collaboratively with others can lead to better outcomes and more effective problem-solving than working alone. In a business context, there are several reasons why two heads (or more) can be better than one:
Diverse perspectives
Collaborating with others can bring a variety of perspectives and experiences to the table, which can help to generate new ideas and solutions that may not have been considered otherwise.
Complementary skills
People have different skills and strengths, and working with others who have complementary skills can help to fill in gaps and create a more well-rounded team. For example, one person may be good at generating ideas, while another may be good at analyzing data and making decisions.
Increased creativity
Brainstorming and ideation sessions can be more productive and innovative when working with others. Bouncing ideas off of each other can spark new ideas and lead to creative solutions.
Improved decision-making
Collaboration can help to ensure that decisions are well-informed and carefully considered, with input from multiple perspectives. This can help to mitigate risks and improve the overall quality of decisions.
Support and accountability
Working with others can provide emotional and practical support, as well as accountability for following through on commitments and meeting deadlines.
Collaboration can lead to better outcomes and more effective problem-solving in a business context by bringing diverse perspectives, complementary skills, increased creativity, improved decision-making, and support and accountability.
There are over 30 million small businesses in the US, according to the Small Business Administration (SBA), and upwards of 50,000 small businesses are sold each year. If you are buying a small business, an SBA business valuation can get you the loan you need to buy the business. Here is what buyers and sellers need to know about SBA business valuation.
What is an SBA business valuation?
An SBA business valuation is a formal assessment of a business’s worth done in advance of the sale of a business. Buyers who want SBA loans to finance a business acquisition usually need a business valuation. The SBA guarantees loans from lenders who comply with the SBA program rules. SBA guarantees reduce the risk of loss to the lender encouraging them to lend.
The SBA rules are known as the SBA SOP or Statement of Policy. Any business purchase over $250,000 in value and any business purchase between related parties (family or business type relations) will require a business valuation from a “qualified source.”
Why do I need a SBA business valuation?
As stated in the SOP:
“An accurate business valuation is required because the change in ownership will result in new debt unrelated to business operations and potentially the creation of intangible assets. A business valuation assists the buyer in making a determination that the seller’s asking price is supported by an independent Qualified Source (see definition in Appendix 3).” (SBA SOP p 262)
What are the major points required by the SBA SOP?
The rules outlined by the SBA SOP are specific. Here are the major points for a business valuation required by the SBA SOP:
It must be requested by and prepared for the lender
It must identify if the transaction is an asset sale or stock sale.
It must be specific enough to know what is included in the sale including assumed debt if any
It must provide the valuators conclusion of value
Valuators qualifications
Valuators signature
How does an SBA qualified business valuation work?
First, a valuator with a valuation certification from an acceptable body (ASA, CVA, ABV, are a few of the accepted designations) will prepare a business valuation in compliance with valuation standards. This valuation will determine the value of the asset being purchased, and that it is within the range of a fair market value standard of value. In short, I find that the buyer is paying a reasonable amount of the asset being purchased.
Business valuation is quite complex (as I say, it is an art and a science). But, at its core, we are trying to determine that it is reasonable for the business assets (including people) to keep generating cash flows at a level consistent with the amount a buyer is agreeing to pay.
Because all businesses are unique, we adjust the company financials to be apples to apples comparisons to several different types of models. This is called normalizing the financials.
Business valuation uses comparisons. Market method approaches use actual sale transactions or stock market values to compare. Income approaches look at what an investor would pay. Asset approaches look at what the assets are worth, if sold off on their own. The valuator adjusts the financial information and then selects the base approaches to estimate the value.
Business valuators are not auditors. We are allowed to assume that data being provided is reasonable and true. Therefore, you as a buyer still need to perform due diligence to make sure the data being provided to the business valuator is true. A business valuation does not replace careful due diligence.
What do I need to do to order a business valuation?
In most cases, the lender is going to order the business valuation as this is required by the SBA SOP. (It is certainly appreciated if you ask them to reach out to us.) In most cases, the business valuator is going to need: 3 years tax returns for the company; 3 years internal financial statements; year-to-date financial statements (profit or loss statement and balance sheet); accounts receivable aging; and accounts payable aging; letter of intent or contract of sale. Most valuators have a questionnaire to cover the required management interview and to answer small but important questions. Most businesses will also have one or two other documents specific to their industry. The loan underwriter will also need most of these documents so get them early in order to not slow down your SBA loan underwriting process.
Contact me to find out more about business valuations and buying or selling your small business.
Successful businesses are usually valued by estimating a future cash flow using either an income approach or a market approach. The goal is to select the best cash flow to reflect the true earnings power of the business for the size and type of business and the valuation risk data available. The risk in business valuation is that projected cash flows will not be met.
Examples of alignment between cash flow and risk adjustment/ measure:
Market Method Revenues —– Total Revenues
Market Method EBITDA —– EBITDA
Market Method SDE —– SDE
Capitalization of Earnings —– Usually After Tax Cash Flow from historic data
Discounted Cash Flow —– Usually after Tax Cash Flow from projections
In all cases, the proper selected cash flow for business valuation is forward looking. We look at the past because usually that is the best indicator of the future. (This is not always the case as Covid-19 has shown us but it usually is the best that can be done.) Valuators also look at company staffing depth, systems, projections, industry growth rates and other data to estimate future cash flow.
Cash Flows Used in Business Valuation
Here are a few cash flows frequently used to measure value.
Revenues
Revenues are easy to agree on but not always an indicator of the money making ability of the business. In this case, value is much more influenced by the bottom lines, namely the income generating power of the business as opposed to the pure revenues. But, sometimes revenue is all there is compare. Certain industries such as accounting, insurance, and financial planning will often be valued by revenues.
EBITDA ( Earnings Before Interest, Taxes, Depreciation, and Amortization)
This is viewed as an indication of the income that could be available for distribution to an investor. This cash flow assumes that the company is fully managed–namely an investor that owns the company will not be working there as all management required to make the cash flow is in place. We use EBIT (Earnings Before Interest and Taxes, which does not add back depreciation and amortization) for some industries with large equipment investment requirements. If a company must continually buy new equipment, then depreciation may not be available for distribution to investors. This cash flow is generally used for businesses that are large enough that they are likely to have a corporate or private equity group type buyer that wants a fully managed business.
SDE – Sellers Discretionary Earnings
In the simplest form, this is EBITDA plus all the ways one owner makes money from the business. If there are multiple owners, the labor value of all owners beyond the first one has to be compared to salaries. Some owners are paid more than their labor value, some less. This is then added to or deducted from the profits. For smaller owner-operated businesses (whose fair market buyer is likely to be another individual) this can be the most accurate cash flow available.
After Tax Cash Flow
This measure of income is used many times with Income approach valuation methods. Income approaches tend to use buildups of layers of risk to determine a capitalization or discount rate. In effect, that rate is what an investor would need to invest in the business out of all investment options in the world. Those risk levels primarily come from public market data. Therefore, they are viewed as being after tax since public company earnings are after tax and after tax cash flow is used as it is similar to public company earnings.
Gross Profits
Some industries use gross profits after deducting the cost of goods sold. While not a bottom-line profit, it can show if the product or service of the business is profitable enough to pay for overhead and profits if volume can be increased.
Normalizing the Cash Flow
Whichever cash flow you use you will hear the term, “Normalizing the Cash Flow.” When a cash flow is normalized, it is adjusted to be apples-to-apples to reflect the earnings power of the business and be comparable to the risk factor source data. Once more, cash flow in business valuation is forward looking so the valuator is always trying to estimate future cash flow in these adjustments. Normalizing adjustments have three main categories.
Comparability Adjustments — these are made to make the data comparable to the risk data. For instance interest is often added back as an owner does not have to take on debt (under valuation theory anyway).
Non-operating or Non-recurring adjustments – these are also called one-time adjustments. For instance PPP loan income is a one-time adjustment so it is removed for valuation purposes as they are not likely to happen again in the future.
Discretionary Adjustments – these are adjustments that usually benefit the owner or the owner chooses to pay for the expense but it is not required to generate the earnings of the business. This can be things like the owner’s pension expense, underemployed family members on payroll, owner’s health insurance, etc.
In summary, the valuator selects the cash flow that will best represent the earnings power of the business being valued and has sufficient data to generate a valid estimate of value. The valuator then normalizes the company cash flow to improve comparability and show true earnings power. Finally, the normalized cash flow is adjusted by the risk adjustment to determine value.
The last step is always stepping back and asking, “Does this make sense?” Namely, is there a sufficient return to the owner/operator or investor for the risk of the investment? As I always say, valuation is an art and a science, and often experience and practice helps with understanding the art. Contact me to learn more about my valuation services or learn more about the Art of Business Valuation in my book.
“Your key people are all going to retire when you sell the business? Who the heck is going to know how to run the business?????” This is not a conversation that you want to be having as a buyer or seller.
If you are trying to buy or sell a business, you know that the key people who make the business run can be an important part of the value of the business. For most small businesses the value of the company goes home every night and you hope it comes back the next morning. Of course, now the employees may just work from home and not come in but the concept is the same — employees are a huge part of a business intangible value. As a seller, your business has more value if your quality staff is staying after you leave. Your business cannot function without knowledgeable management and trained competent staff that are reliable. Here are 4 ways key people fit into business valuation.
Employees are part of the valuation.
Businesses are people applying processes to make profits. Looking at the basic market method business valuation equation, Cash Flow x Risk = Value, employees impact BOTH sides of the equation. On the one side, employees drive the processes that create cash flow. On the other, the risk of loss of the institutional knowledge that is in your employees heads is a huge factor in the risk component of value.
Employees create value.
Few small businesses make money based on their hard or fixed assets. Yes, you need those assets, but ask most clients why they use a certain business and you will hear, “We use this business because they provide great service.” Great service comes from good people. The price may count, but quality includes the quality of the service your people provide.
Employees are related to growth.
In addition to quality management, more focus is currently being given to mechanics and trained technical staff. The ability to find and keep new trained or even trainable personnel is one of the biggest growth limitations.
People are your value.
While many owners can’t imagine it, the business is not the owner. In fact, in order to have value a business must be able to operate without the owner. Therefore you must keep your people. In a recent post, I explored how you can create value through your employees (which is something you need to do long before you begin selling your business).
When we evaluate businesses, especially for tax and gift purposes, employees represent the single most important factor when calculating a business’s intangible value. This is value that you want to keep for yourself as your business grows or a value you want to include for future partners in or owners of the business.
Contact me today to learn more about business valuation and what your company is worth.
By Greg Caruso, JD, CPA, CVA, The Art of Business Valuation, Harvest Business, LCC.
In the July/ August Issue of The Value Examiner, the publication of the National Association of Certified Valuators and Analysts (NACVA), I wrote about two common mistakes I see when valuators use the income approach with small businesses. Here is an overview of those two mistakes, or you can read a PDF of the article by clicking this link:
Understanding company-specific risk in business valuation.
In my last blog post, I explored some of the concentrations and risks that small businesses face. The risks that large companies have are not the same risks that small businesses have. The income-based method captures risk with the company-specific risk premium (CSRP), but I’ve seen this understated too many times. I explain in the article that different methods will give different discount rates, and those will change the value of the company. Valuators who do not regularly value small businesses often understate the risks associated with them.
Understanding long-term growth for early-stage and growth-stage companies.
The second mistake I often see is understating the long-term growth of small businesses in an early or growth stage. For example, using a 10% growth rate in the capitalization of earnings method gives you completely unrealistic results for cash flow over time. However, because present value discounting is also part of the process, it may not give you an unrealistic business value. In the startup and growth stages of a business, that business might experience annual growth rates of 100% range or more, but often average 10–35%. At some point, the companies level off. Knowing the business growth cycle and which phase the business is in helps you evaluate cash flows and the company more accurately.
Valuation is an art and a science, and often experience and practice helps with understanding the art. Contact me to learn more about my valuation services or learn more about the Art of Business Valuation in my book.
