If you are planning to sell your business it’s clearly an advantage to have an objective idea of what it is worth. Remember though ultimately a business is worth what a buyer is willing to pay, it’s easy for a seller to undervalue and lose out in the deal, or to unrealistically overvalue and miss out on attracting buyers.
If you are contemplating selling, here are the ‘Golden Rules’ to follow:
Avoid making the first mark in the sand on the value of the business – it’s good negotiating tactics to let the potential buyer give you his indication first.
If you want to achieve the best price, it is extremely helpful to have more than one party interested in acquiring the business. This often means making some of your competitors aware that the business is for sale and giving them some confidential information, at first this might seem unthinkable and unacceptable – it is something you should talk to your advisers about.
The best price will be obtained if you can find a large company for whom your business has a ‘strategic fit’ with their future plans.
There are a number of different valuation methods and different methods may be appropriate for different types of business. For example, if you run a services business there’s little point in evaluating it based on the value of its physical assets. Other methods consider intangibles, such as goodwill, that are difficult to put a figure on but which can represent a significant element of the value of some businesses. And value may also be in the eye of the beholder – it will actually be worth different amounts to different people depending on their reason for wanting a business.
A variety of factors are taken into account in ensuring that a valuation is accurate and useful. Primarily, the valuation needs to be in line with hard data, particularly your current and past financial position. Some valuation methods focus on financial data such as profit levels, asset value, cash flow and debt carried by the business. Other factors are not so cut-and-dried. The valuation might incorporate financial projections for the next three to five years. It might consider intangible assets, such as intellectual property like patents and trademarks, brand names and goodwill. You also need to consider the context. Your own company may be doing very well but its value will be diminished if it is part of an industry that is in serious difficulty or in decline overall.
There are over a dozen different valuation methods. The crudest methods operate by rule-of-thumb or ‘multiples’. For example, landscape businesses are estimated to be worth 1 to 1.5 times their discretionary earnings plus the value of their capital assets. However, multiples only give a rough, industry wide ballpark figure for business value. They do not necessarily give the real value of a particular business. More accurate methods include the ‘balance sheet’ approach, which basically subtracts business liabilities from assets. The ‘adjusted book value’ method is similar but uses current market value rather than purchase price or depreciated value.
Retail and manufacturing businesses are generally assessed according to the value of their assets because they tend to store large amounts of value in their inventory or capital assets while service company valuation is based on the ‘capitalisation of income valuation’ method, which places a heavy emphasis on intangible assets. It’s also possible to calculate the value of a private company by comparing it with an equivalent public company and making appropriate adjustments. Business value can also be estimated by anticipating cash flow over a three to five year period and adjusting that into current pound terms.
A current valuation can be important at times other than sale. There are numerous business and legal situations that require a detailed valuation, among them: when considering a merger or acquisition; when seeking investment capital; when buying out a partner or implementing an employee stock ownership plan. A properly determined valuation inevitably enters into less pleasant activities such as shareholder disputes and divorce settlements also. Tax minimisation planning can involve business value, for example in developing estate plans and gift transfers.
A valuation can also indicate how your business compares to its direct competitors. If the value is below that of competitors it should be a prod to focus you on building more value into your business. This will improve your outlook in terms of succession and estate planning.
With this many potential situations requiring a business valuation it’s important to have an up-to-date professional estimate of the real value of your business. To get a valid and commercially useful valuation you will need to work closely with a professional who has experience in the area. Your accountant already has a good understanding of your business and will be able to advise you on which valuation method will be best suited to your business circumstances.