Business Valuation Blog

In small business transactions, purchase agreements can be written any number of ways. For those businesses that are dependent on inventory to generate revenue and cash flow, you’ll typically see the purchase agreements structured where the Price includes Inventory or Price + Inventory.

All qualified appraisers agree that inventory is REQUIRED to generate cash flow and therefore the inventory should transfer with the new business as part of the final transaction price. The sticking issue is how to value a business when the purchase agreement states inventory is separate from the purchase price. An appraiser can value the business both ways, but MUST (1) calculate the value of the business correctly and (2) state whether or not inventory is or is not included in the value. It’s not just a matter of adding or subtracting, there is more to it and it starts with calculating the Income and Market Approaches accurately.

Example 1: Income Approach

Let’s say we’re engaged to value a liquor store WITHOUT inventory.  Can we do this, yes…But the total value needs to be adjusted for a working capital deficit.  For instance:

SDE - $160,000 (calculated as EBITDA + add-backs + officer salary)

Net Cash Flow = $100,000 (after tax, after working capital requirement, fair salary, etc)

Cap rate / WACC = 18% (normal build-up / public company stocks)

Inventory = $125,000

$100,000 / 18% = $555,556 (traditional capitalization of earnings approach)  

Arriving at the cash flows above you need inventory valuation.  The cap rate is based on other companies where inventory is included in the price (market cap).  Therefore, the value of $555,556 INCLUDES inventory.  So when the purchase price for the business is separate from inventory, our appraisers must make the following adjustment:

Total Value Including Inventory = $555,556

Less, Normal inventory of $125,000

Value of Business Without Inventory = $430,556

Example 2: Market Approach 

Same scenario as above using “Bizcomps”, the only transaction database that does NOT include inventory in their transaction multiples.  BizComps’ price to earnings multiples for liquor stores are much lower vs other databases because those multiples DO NOT include inventory.  Example using Bizcomps:

SDE = $160,000

Bizcomps MEDIAN Average Liquor Store Multiplier = 2.6x

If a lender wants GCF to value the business WITHOUT inventory, there is no adjustment for a working capital deficit as inventory is NOT included in this method.  The calculation is as follows:

SDE of $160,000 x median average multiple of 2.6x = $416,000

Example 3: Market Approach 

Same scenario with a different transaction database.  ALL databases except for Bizcomps include inventory in their price to earnings multiples unless the notes say otherwise. This includes DealStats, PeerComps, and IBA Database as the primary sources for small business transactions.  For this example, we will use PeerComps.  The Median SDE multiple for a liquor store in the PeerComps transaction database is 3.44x.  The multiple is higher because it INCLUDES inventory.  The value is calculated as follows:

SDE = $160,000 x 3.44 = $550,400.  

If the lender wants GCF to value the business WITHOUT inventory, we then subtract inventory.  That calculation is as follows:

Value of $550,400 

Less Inventory of $125,000

Value Without Inventory of $425,400

With all 3 examples above, we have properly accounted for the variables that influence the value of the business and then calculated the business WITH and WITHOUT inventory.  We’ve seen accredited appraisers calculate the Market Approach using transaction data that already includes inventory and then add inventory on top of that. We've also seen accredited appraisers calculate the Income Approach using cap rates that include normal working capital yet forget to deduct the inventory from their calculation when the price doesn't include inventory.  Just because your appraiser is accredited doesn’t mean they won’t make critical mistakes like this. Always Ask Questions!

For these kinds of situations, anyone from GCF can help to review another report and make sure the proper calculations are being made.

If you're ever unsure, just call us at (813) 258-1668 or email us at connect@gvalue.com.

Reach out to GCF Valuation to discuss anything transaction or valuation related.

Questions about valuing your business? Please contact us with the button below, and a GCF appraiser will get in touch with you directly.

Keep learning about Business Valuations

- Why & When You Need a Business Valuation

- Different Types of Business Valuations

Business Valuation Accreditation

Your GCF Business Valuation appraisal team has one or more of the following business valuation accreditations:

• Accredited Senior Appraiser (ASA) - is recognized as having achieved the highest level of education, training, and report writing for business valuations. The ASA designation is the gold standard for a business valuation professional. (source: American Society of Appraisers)

• Certified Business Appraiser (CBA) - a very prestigious credential in the eyes of all who are familiar with it as it earned the reputation of being a difficult credential to obtain. (source: National Association of Certified Valuators and Analysts®)

• Certified Valuation Analyst (CVA)
• Accredited in Business Valuation by the American Institute of CPAs (ABV by AICPA) - a credential granted exclusively by the AICPA to qualified valuation professionals who demonstrate expertise in valuation through knowledge, skill, experience, and adherence to professional standards. (source: American Institute of CPAs)

• Accredited in Business Valuation (ABV) - credential is granted exclusively by the AICPA to CPAs and qualified valuation professionals who demonstrate considerable expertise in valuation through their knowledge, skill, experience, and adherence to professional standards. (source: American Institute of CPAs)
• Certified Public Accountant (CPA)

Over 25 years of experience and expertise in business valuations and appraisals.  An accredited appraiser receives extensive training, remains in good standing, and follows specific industry practices to determine the value of a business.

GCF's Machinery and Equipment Appraisal Accreditations

• Expert Equipment Certified Appraiser (EECA) - Our appraisers are recognized with a deep understanding of valuation principles and extensive experience by the Institute of Equipment Valuation.

• Certified Machinery and Equipment Appraiser (CMEA) - a CMEA professional has the expertise and certification to conduct a third party machinery and equipment appraisal.

The GCF Business Valuation Process

Business Valuations are critical for sale, transition, and business planning. If you're in one of these dynamic time periods in your own business, you may be left with the question, "What is business valuation?" Put plainly, a business valuation is the value that has been determined by an accredited appraiser of the ownership of a business. Basically, a business valuation helps you know what your business is worth from an all-encompassing perspective.

If you are an entrepreneur or business owner, understanding business valuation, why, and when you need one is essential. Here’s a quick rundown of what you need to know about valuation, and the process you might expect to encounter in order to get one.

To arrive at an estimation of value, as a starting point you can expect an accredited appraiser to:

• Review financial statements
• Identify income statement and balance sheet adjustments
• Review the business operation
• Determine the appropriate valuation model
• Review economic and industry data
• Compare market transactions for similar companies 

The analyst will also likely consider additional factors:

• The capital structure of the business 
• Prospects for future earnings
• The market value of physical assets
• Specific risk factors such as customer concentration, key employee dependence, etc.

A business valuation professional considers three standard approaches as part of a business valuation:

• Cost Approach, a balance sheet approach which estimates the value of a business as the sum total of its assets and liabilities
• Market Approach, which measures the value of a business based on transactions of similar businesses within the same or similar industry that have sold in the open market
• Income Approach, which estimates value of a business based on cash flow and risk

Business risk is always an important consideration to value your business. Methodology to interpret risk will vary from one valuation firm to the next.

Who requests a Business Valuation – and why is it necessary?

The need for a business valuation arises for several reasons, and the request can come from different sources. For a closely held business, the valuation plays an important role for purposes that include – but are not limited to – business planning, determination of tax liability, applying for a business line of credit, and listing a business for sale.

Lenders:

A prospective lender may request a valuation to support a loan for a business acquisition, partner buy-out, or to refinance debt. If you are pursuing SBA-backed financing, a specific set of valuation guidelines will apply to meet the SBA’s standard operating procedures.

Business Brokers:

If you are considering the sale of all or part of your business, a business broker (acting either for you or a prospective buyer) will need an objective and independent estimate of value for the business to anchor any negotiation. 

CPAs or Financial Advisors:

Whether for the purposes of estate planning or exit planning, a CPA or financial advisor can use a business valuation to help you plan for a secure future for you and your family. Gift and estate tax returns that include a well-supported and documented valuation will help defend the value of the business to taxing authorities.

Attorneys:

Should you need to defend the value of your business as part of a shareholder dispute, purchase or sale process, or divorce, your attorney will need a credible valuation to support your case.

The most accurate valuations are a combination of both science and art.

You’ll hear it said that business valuation calls for both science and art. Valuation science involves extracting a cogent, defensible story from the numbers, while the art deploys human wisdom and experience to ensure that less tangible – but always important – variables receive appropriate consideration. 

If you want to develop a better understanding, take a look at our free, comprehensive guide: How to Navigate the Business Valuation Process Successfully.

Questions about valuing your business? Please contact us, and an accredited GCF appraiser will get in touch with you directly.

Our Accreditations

Your GCF Business Valuation appraisal team has one or more of the following business valuation accreditations:

• Accredited Senior Appraiser (ASA) - is recognized as having achieved the highest level of education, training, and report writing for business valuations. The ASA designation is the gold standard for a business valuation professional. (source: American Society of Appraisers)

• Certified Business Appraiser (CBA) - a very prestigious credential in the eyes of all who are familiar with it as it earned the reputation of being a difficult credential to obtain. (source: National Association of Certified Valuators and Analysts®)
•  
•  

• Accredited in Business Valuation by the American Institute of CPAs (ABV by AICPA) - a credential granted exclusively by the AICPA to qualified valuation professionals to who demonstrate expertise in valuation through knowledge, skill, experience and adherence to professional standards. (source: American Institute of CPAs)

• Accredited in Business Valuation (ABV) - credential is granted exclusively by the AICPA to CPAs and qualified valuation professionals who demonstrate considerable expertise in valuation through their knowledge, skill, experience and adherence to professional standards. (source: American Institute of CPAs)
• Certified Public Accountant (CPA)
• 
• Certified Valuation Analyst (CVA)

Over 25 years of experience and expertise in business valuations and appraisals.  An accredited appraiser receives extensive training, remains in good standing, and follows specific industry practices to determine the value of a business.

GCF's Machinery and Equipment Appraisal Accreditations

• Expert Equipment Certified Appraiser (EECA) - Our appraisers are recognized with a deep understanding of valuation principles and extensive experience by the Institute of Equipment Valuation.

• Certified Machinery and Equipment Appraiser (CMEA) - a CMEA professional has the expertise and certification to conduct a third party machinery and equipment appraisal.

The GCF Process

Steve Mize, ASA September 27, 2022

Basic Valuation Methodology

In basic terms, you value a company with two variables, (1) cash flow to the owner (dividends to the investor), and (2) a required rate of return based on the risk of that investment. In small businesses, it is usually the seller’s discretionary earnings (SDE) multiplied by a “multiplier” (inverse of a % rate of return).

For example:

$250,000 of SDE x 3 = $750,000 in value.

Does Covid Impact this Multiplier?

In most cases, the rate of return (multiple) has not changed much post-COVID. We looked at multiples for various industries pre and post-COVID and most have only changed minimally. For instance, when we search PeerComps for ALL franchises sold in 2019 (pre-COVID) vs 2021 (post-COVID), the multiple of SDE were as follows:

2019 = 2.89x (138 comps)

2020 = 2.94 (64 comps)

2021 = 3.01 (8 comps)

We only have a few months of data for 2021, but you can see multiples of SDE have increased slightly. We can assume that required rates of return are not being significantly impacted by COVID.What HAS changed is the other variable…cash flow.

Cash Flow and 2020

For most, values have declined post COVID primarily due to lower revenues/cash flow. In the example above, the $250,000 may have been steady for the last few years until COVID…and then maybe they have or have not recovered. If the business has not recovered, is it reasonable to still use $250,000 as the “base year” cash flow? Or would you lower it by giving some weight to 2020?

Current Value Approach

The two questions we are asking business owners:

(1) Has COVID impacted your business (positively or negatively), and if so:

(2) Have revenues/cash flow returned to normal?

Let's take a look at 2 scenarios:

1. A franchise restaurant was impacted by COVID but has returned to normal. In this case, we would review 24-30 months of sales data to see when COVID impacted the business and what months the trend started to normalize. See below:

2. A franchise “Massage” unit was impacted by COVID but has NOT returned to normal. In this case, city restrictions were “on-again / off-again”, which impacted sales. Monthly sales look like the following:

In Summary:

COVID has created some complexities in valuing small businesses. Gone are the days of weighting historical performance and using a reasonable “cap rate” or multiple. However, do not make it too complex . . . simply, ask the question, has COVID impacted my franchise and if so, has it normalized?

Reach out to GCF Valuation to discuss what happens next.

Questions about valuing your business? Please contact us here, and a GCF appraiser will get in touch with you directly.

Steve Mize, ASA & Partner

Fast forward 12 months...

COVID has put an absolute halt on business acquisitions in this segment of the industry. GCF Valued 7 Massage Envy / Hand & Stone / European Wax franchises in 2019 and zero in 2020 or 2021 (for acquisitions). The only valuation that was performed for one of these franchises was for a divorce. Most of these businesses were significantly impacted by COVID with many not returning to “normalization” as of the first quarter of 2021.

Tale of Two Years

For a valuation we did on a recent “massage franchise”, we originally did the valuation for acquisition in 2019. I’ve outlined below the “market” approach that was used:

We were asked to “re-value” the business as of February 10, 2021. Due to COVID, 2020 revenue was down to $860,000 (down from $1.3mm in 2019) and unprofitable. Month to month sales is shown below:

As shown above, sales declined significantly in March through July and never really recovered as this region has strict COVID rules and were “on / off” again throughout most of 2020.

So what’s the best approach?

The ONLY approach is to project out sales and cash flow until normalization and discount back to the present value. A summarized calculation is shown below:

In the above example, given restrictions in the area, the first 12 months is projected to be negative “free” cash flow (after officer salary, taxes, etc). We estimated the subject business does not return to “normalcy” until year 3 (2023) with steady growth there after. With an after-tax discount rate of 22% and a cap rate of 18.5%, the value calculates to $630,000 – a COVID impairment of $255,000.

In Summary:

The above example would work in the opposite scenario…if a company had a “spike” in revenue/cash flow due to COVID. Historical years may not be the best representation of future performance IF the business has not shown a trend back to normal cash flows.

To find out more on how to value a franchise in today’s market, please contact us.

Questions about valuing your business? Please contact us here, and a GCF appraiser will get in touch with you directly.

Jason Pagan, CPA

A Quality of Earnings (QoE) analysis is a deep dive into the financial statements to understand where the business generates value. The QoE is not an audit but rather a detailed financial analysis, and the two are not mutually exclusive but complementary. 

An audit is balance sheet focused, whereas the QoE is concentrated on the income statement, emphasizing a company’s true ongoing earnings and cash flow potential, often measured as EBITDA. Both focus on the importance of getting the accounting correct, but the QoE’s primary goal is to allow a buyer to gain a detailed understanding of the underlying earnings power of the company. 

An audit is historical by definition, while the QoE starts with historical results but “normalizes” reported EBITDA for items that are non-recurring or non-operating to provide a pro forma presentation of EBITDA and what it will look like on a go-forward basis. At this stage, a company’s pro forma EBITDA can then be compared consistently to the projections of future EBITDA generated by the company.

Since investment bankers, private equity professionals, and M&A practitioners consider EBITDA a reasonable proxy for operating cash flow, the “Adjusted EBITDA” or normalized amount is the central figure in the M&A community.

The Fundamentals of QoE

The QoE report is a tailored consulting product with no standards body dictating minimum requirements. Industry-standard methodologies exist, and the income statement, balance sheet, and shareholder’s equity section are all analyzed for their impact on EBITDA and working capital

QoE does not involve compliance with GAAS, and the resulting pro forma EBITDA is not a measurement prescribed in GAAP. QoE work is performed under the American Institute of Certified Public Accountants (“AICPA”) consulting standards.

Disclosures

• Discussion of key deal issues
• Quality of earnings with explanations and exhibits supporting adjustments
• Cash-free/debt-free working capital adjusted for due diligence items
• Income statement and balance sheet schedules, trends, and key performance indicators
• Detail of revenue recognition and customer/product revenue and margin analysis
• Analysis of cost of sales, operating expenses, and compensation
• Proof of cash (depending on deal size and whether previously audited)

Level of testing and third-party confirmations were not performed in QoE analysis. The scope will vary as agreed upon with the client—analytical in nature using source documents with specific calculations involving transaction evidence.

The QoE analysis may identify issues such as:

• Identify supporting documentation: Identify support documents for adjustments to cashflow.  Identify the true cashflow generating ability of the business is key to understanding the debt service capacity and purchase price of the potential transaction
• Changes with key customers: Identify key customers and any concentration and a better understanding of the relationship with these customers assists concerned parties in better understanding theses relationships and any mitigating factors
• Issues related to inventory valuation: For inventory based business models, understanding the accounting, inventory turnover, and understanding whether obsolete inventory is present is important to gross margin and the balance sheet in the transaction particularly for purchasers who typically assume inventory in asset sales or within purchase or working capital
• Significant changes in reserves between periods: Reserve accounts such as bad debt write policies are typically develpped by management and estimates are used. Analyzing these estimates for reasonableness is relevant to understanding the accounting and business model of the company
• Where amounts are recorded in the financial statement: One of the core elements of the quality of earnings is identifying personal or discretionary, non-recurring expenses in the profit loss, where we identify these identifty and obtain supporting documentation to arrive at adjusted EBITDA cashflow.
• Inaccurate capitalization policies for fixed assets: Identify the dollar threshold where a company chooses to expenses a piece of equipment or capitalize equipment over many periods can influence the reported EBITDA of the firm. Understanding the policies and adjusting for the true economic impact of the necessary expenditures to cash flow is important to all parties involved in a proposed transaction. 
• Inconsistent application or changes in accounting policies: Identify any changes in accounting method from period to period can cause distortion in financial trends while identifying these changes and normalizing them for comparability can provide buyers better insight into the long term prospects of the company.
• After the QoE process is completed, users of the financial statements have greater visibility into the quality of the historical financial statements and a clearer picture of the run rate of EBITDA on a go-forward basis.

Benefits of QoE for SBA Lenders

Perhaps the most significant benefit from a well-structured QoE engagement is assessing the quality of the financial statement projections. The financial statement projections are prepared by management, who may be a shareholder or employed directly under the shareholder, which could impair independence. Management typically understands that the projections will impact the transaction value; many managers have never prepared financial statement projections that extend beyond the following year’s budget.

Lenders must have confidence that a company’s earnings and cash flows are sufficient to service its debt. The reports provide greater comfort to the lender in setting the amount of exposure they are willing to base on the company’s cash flows. The reports help the company negotiate the interest rate and the loan amount from the lenders. The information can also assist in negotiating covenants and determining the need for or when shareholder guarantees can be released.

Discover which type of Report is right for you here.

Are you interested in learning more about the benefits of QoE reports?

Recently, a lender (who now has become a client) came to us looking for a second opinion on a valuation of a Massage Envy Franchise. Their appraiser came back with a negative value conclusion which centered around deferred gift card liabilities transferring with the sale. We took a step-by-step review of the business and how these liabilities are treated when determining the value of the franchise. Here are some key points from that discussion.

A deferred liability occurs when a company has been paid for a service that a customer has not yet received or that has not been fully completed. This can happen in any industry, but this is common among businesses that sell gift cards.

Here’s an example:

A local massage franchise sells a $100 gift card to a customer for a 1-hour massage. That service (and revenue) is booked at full cost at the time the gift card was sold, but the company is sold before it’s redeemed. Even though the prior owner received payment, the new owner is still obligated to provide that service. This is considered a deferred liability on the balance sheet for $100.  

From a valuation perspective, it may not be a true liability because other costs are associated with providing the massage. Some gift cards are never redeemed, but regardless of whether they are or not, the store is still open, the massage technicians are still being paid, and the lights are still on, so operational expenses are still being incurred. Redeeming the gift card just requires a slot to be open during any day in the future so that $100 liability is actually much less. In the case of Massage Envy, they have specific formulas for normalizing the gift card liability.

When comparing market transactions from similar massage franchises, these “gift card liabilities” are built into the price. Both buyer and seller understand that they are there, and

assuming they are “normal,” they are included. Therefore, there should not be a deduction for the market approach. 

For an income approach, you can take two routes:

1. Use a deduction but come up with a “reasonable” liability to deduct. 
2. Build your liability into your cash flow projection and DCF.

How To Accurately Determine Liability

To value these businesses appropriately, you have to know how to treat the gift cards and the liabilities that transfer with them to a new owner. If you have questions about properly determining what a gift card liability is actually worth, the experts at GCF can help.

Earlier this month, our team celebrated National Small Business Week. This past year has been a turbulent time for business owners and the SBA lending community, and we are proud to be part of a resilient community. 

Usually, National Small Business Week is hosted by the Small Business Association (SBA), and this event takes place the first week of May. This year, the SBA is holding a virtual summit later in the fall. However, you never really need an excuse to celebrate small businesses and the surrounding lending communities. More than half of Americans work for or own a small business, making up nearly two out of every three jobs in the U.S. annually.

While 2021 has been an unprecedented time, companies have been an integral part of returning to normal. To celebrate small businesses and the supporting lending community, we created a video as a thank you for a successful year so far.

The Importance of Supporting Small Businesses

National Small Business Week serves as a reminder of the contributions small businesses make to local communities and the national economy. Whether you own a small business, provide financing, or serve as an advisor, there are many ways to show your support. 

1. Express Your Gratitude

Who do you work with every day? 

Maybe you have excellent employees or a rock star customer. Perhaps you have a mentor you always call when you hit a wall. Take the time to reach out and show your appreciation. While face-to-face communication is great, it can be difficult currently. Sending a personal letter, email, or video is a great way to stay in touch.

2. Partner with Like-Minded Experts

Are you close with other small businesses or advisors in your area? You can strengthen your impact by joining forces. By collaborating, you can reach a wider audience or enhance your existing services. 

3. Understand the Value of Small Business 

One of the best ways small business owners can plan for the future is by knowing the value of their most significant asset. Whether for internal planning or a more formal purpose, such as SBA lending, know the value of your business.  Investing in a business valuation firm with the proper credentials and expertise can help you maximize the value of a small business. 

GCF Business Valuation works with SBA lenders and business brokers across America to provide accurate valuations and appraisals. Our team understands SBA’s business valuation operation procedures and can help you make the best business decisions for all parties involved.

Todd Taylor, EECA, Valuation Analyst & Jason Pagan, ASA

Over the last year, we have identified risk factors and their impact on cash flow for businesses of all industries.  We have identified highly resilient industries such as: insurance, construction, take-out only and drive-through restaurants, and in contrast, the industries that took the brunt of the closures and mask mandates such as fine dining (sit-down only ) restaurants and gyms.  The latter especially has suffered from mask mandates and the changes in customer preferences.

THE OPTIONS TO LOOK AT BEFORE THROWING IN THE TOWEL . . . 

PPP Loans and SBA-EIDL Loans have helped extend the life of many companies, but others are still looking for ways to remain viable. Many companies are applying for collateral loans to help extend the life of the business. A machinery and equipment appraisal can place a current market value of the company’s FF&E, which can assist with a collateral loan.

KNOW WHAT YOUR SALEABLE ASSETS ARE WORTH . . . 

Assessing whether a business has been impacted but still operating as a going concern, or is facing liquidation and shutdown, is a decision many businesses have faced because of the COVID-19 pandemic. Industries that have a large investment in equipment and physical assets that are facing liquidation still have a fair market value and an equipment appraisal can be performed on these assets.  An equipment appraisal for industries such as gyms and dine-in restaurants can help business owners, bankers, and decision-makers understand the value of saleable assets that remain after cash flow ceases below normal operating levels. 

Understanding the fair value of the equipment is important as the market value of assets can vary dramatically to historical cost methods used in financial reporting or tax basis on the company balance sheets.

Whether your business is impacted by COVID or may be facing a liquidation scenario—our expert appraisers are here to discuss your business situation.  

Connect with the GCF Machinery & Equipment team today.  We are here to help keep small business moving.

To meet our M&E Team

Questions about valuing your business? Please contact us here, and a GCF appraiser will get in touch with you directly.

Business Valuation Process Varies By Need

Darren Mize, ASA

What’s driving the request for a business valuation? Different circumstances call for a more – or less – comprehensive business valuation. Your specific need will determine both the timeline for a final report and the actual process a business valuation professional will follow.

Different Types of Business Valuation 

Complete Appraisal

The most detailed form of business valuation, a full-form appraisal looks at every aspect of the business, and documents the methodology and assumptions used to arrive at the value conclusion. This is the level of valuation you need if you expect a challenge or a dispute that could end up in court. The American Society of Appraisers (ASA)and the Institute of Business Appraisers (IBA) issue standards that a comprehensive business appraisal should meet.

Summary Appraisal

A summary appraisal involves the same level of investigation and analysis as the complete appraisal but delivers a summarized version of the salient information. A summary appraisal takes less time to prepare.

Calculation of Value

In some cases, a basic understanding of the value of a business will be sufficient for the task at hand. A calculation of value should not be considered in the same way as an appraisal – it arrives at an approximate value for the business, based on a limited amount of investigation and due diligence. Conducted for a lower cost and within a shorter time frame, it can be a useful tool to support management decisions when there’s not a defined requirement for precision and documentation.

Appraisal Review

When you’d like a second opinion about a business valuationreport, an appraisal review offers commentary and critique that could lead to a better understanding of a business valuation prepared by another party.

Machinery & Equipment Appraisal

In many businesses, machinery and equipment represent a significant component of a business’ value. A rigorous and accurate appraisal of key machinery & equipment, performed by an entity that knows the marketplace for such equipment, can be useful in the sale of assets, to collateralize debt and to provide reliable data to help resolve disputes.

A Typical Process for Valuation

What are the typical phases of a business valuation process, and what are the obligations you and your management team should expect to meet? While the overall process involves a predictable set of steps, the appraisal’s objective will determine the depth and detail an appraiser pursues.

Gathering Information and Performing Due Diligence

1. Extensive Review of Financial Statements & Comparable Performance Metrics

A comprehensive business appraisal will naturally involve an extensive review of financial statements for your business to develop an understanding of core performance metrics. The business valuation professional will also assemble and analyze industry and economic information, as well as data from comparable business transactions in your industry – if available – to assess the relative performance of your business.

2. Live Review & Discussion with Key Managers     

The most reliable business valuations involve boots on the ground to see the business in operation, and interviews with key members of the management team (when authorized) – numbers alone cannot and should not tell the whole story.

3. Analysis & Report Preparation       

Once these inputs have been gathered, verified and appropriately compared, it’s time to analyze for value and prepare a report that is meaningful to both the business owner and the party who requested the valuation.

The same basic business valuation processapplies to less-intensive business valuations; the difference among various types shows up in the depth, detail and documentation of rationale a report provides, which depends, of course, on the purpose it needs to serve.

If you want to learn more about the business valuation process, request GCF’s free guide: How to Navigate the Business Valuation Process Successfully.

Questions about valuing your business? Please contact us here, and a GCF appraiser will get in touch with you directly.

Understanding the Business Valuation Equation

Steve Mize, ASA

GCF was engaged to value a pharmacy and the lender quickly explained how “strong” the deal was even stating: "This is a slam dunk!" So, we began the due diligence process and immediately discovered:

If there’s a conversation underway about requesting a business valuation, the underlying question will always be around what exactly determines value.

Most business owners, lenders, and other financial professionals understand that while there is a set of common, non-negotiable factors that goes into the valuation equation, other factors (and the weight assigned to them) will vary by industry, business structure, and other individual characteristics of the business under review.

Common assumptions around value include emphasis on physical assets, track record for financial performance, trademarks, patents or even significant, long-term customer relationships. Of course each of these factors does contribute to total value, but often not as much some would expect.

Cash Flow Rules

The indisputable king of a business valuation is cash flow. As every business owner knows, sales are just sales until they deliver a profit – ideally in a timely and repeatable fashion.

So while a business valuation professional will always study and consider the business’ total financial picture as revealed by its financial statements, the business appraiser is ultimately looking for a reliable pattern of positive cash flow to anchor the value of a business. When there’s a solid picture in place for cash flow, every other aspect of the financial statements is more dependable, and the business is in a strong position to support maximum value.

Factoring Business Risk Into Valuation

Cash flow is king, but then there’s risk. Always. So the next question is how much risk? And what are the cash flow implications of that risk?

Risk presents itself in many forms, and the experienced business valuation professional looks at each one to come up with an assessment of total risk facing the business, both long-term and short-term. Short-term risk might include a situation where the business is overly reliant on one or two customers for a substantial portion of its cash flow – what’s the trajectory if one of those customers cuts back or goes away altogether? Other businesses face risk built in by seasonality and weather, and still others are subject to changes in trade policy or supply chain risk.

Longer-term risks are often tied to the general economic outlook, both local to where the business operates and more broadly. Or they involve the industry’s maturity, and that of any technology at the heart of the business – and emerging innovation that could change the playing field.

Often the most significant “value-add” provided by a business valuation is the comprehensive, clear-headed and objective assessment of risk, and its meaningful quantification. Experienced human intelligence plays an irreplaceable role in assessing individual business risk. Said another way, data is just data without human intelligence to evaluate actual risk.

Value Based on Capital Equipment and Other Assets

Yes, capital equipment can contribute to and is included in the company's total value. The equipment's age and condition are factors, as are its likely (or unlikely) liquidity in the event of a sale. Unless their equipment is specialized and in high demand, business owners can expect to see relatively low estimates for it as part of the total valuation.

Other assets commonly expected to contribute more value than they actually do include a business’ unique differentiator or proprietary product. For the purposes of the business valuation equation, the more closely those assets tie into actual cash flow, the more they contribute to value. 

If you want to develop a better understanding of business valuation, request GCF’s free guide: How to Navigate the Business Valuation Process Successfully.

Questions about valuing your business? Please contact us here, and a GCF appraiser will get in touch with you directly.

Professional Expertise, Insight, and Industry Experience Bring Crucial Context

Darren Mize, ASA

GCF was engaged to value a pharmacy and the lender quickly explained how “strong” the deal was even stating: "This is a slam dunk!" So, we began the due diligence process and immediately discovered:

Whether you are a business owner, a lender, a business broker or financial advisor requesting a business valuation, you rely on the valuation company’s commitment to:

• Accuracy
• Timeliness
• A holistic, defensible analysis that thoughtfully assesses and weighs both tangible and intangible elements that contribute to the value of the business, and supports the stated intent of the business valuation

Where – and When – Do Formulas and Algorithms Apply?

While every business valuation company applies its own formulas and algorithms to expedite the capture and analysis of financial data, these formulas are just one of several essential tools in the appraiser’s tool kit.

Basic macros make the process of importing and organizing data from financial reports as efficient as possible. Seasoned business valuation professionals have developed systems that enable them to look at a lot of data quickly, and isolate key variables for review – and most importantly, they know how the business valuation formulas have been built. This means they know what the patterns should look like, more or less, and when it’s time to break something down and study it more closely in case there’s underlying risk to address. One variable even just slightly off can compound quickly, and render a business valuation unreliable.

Speed is important to the process, but not if it sacrifices accuracy. And while the right, current technology is essential, it should never serve as a stand-in for human intelligence.  

Cookie Cutters and Black Boxes

If you need an immediate estimate of the range into which your business valuation might fall, an online valuation calculator can provide preliminary information. By engaging in the process of responding to standard, formulaic questions and plugging in numbers, you’ll begin to get a sense for the metrics involved with typical business valuation models.

The end product from an online valuation calculator won’t provide much in the way of analysis. If the marketplace is active, however, you should gain a sense of how the greater marketplace assigns value. The exercise is similar to when the real estate agent pulls comps to help you price your house – you have a data point based on transactions for broadly similar entities. 

Up another step on the ladder of expertise, you’ll find business valuation companies that provide a textbook business valuation, and promise your report quickly. Again, you’ll do most of the work to complete a detailed questionnaire and input financial data. There will be a degree of human interface, but likely no site visits or in-person interviews about your business.

For either version of the entry-level business valuation, you’ll end up with a serviceable report that lays out the basic groundwork for business valuation. What you won’t get is an opportunity to genuinely understand the assumptions and methodology, or ask questions and challenge findings. And you won’t find much discussion about intangibles. These models rely on a one-and-done approach, so they’re executed quickly – but they may well suffice when you don’t have a lot on the line. 

When You Need the Most Robust and Defensible Business Valuation

Above circumstances aside, the day will come when you need a thorough and reliable business valuation, one where the business valuation formula genuinely reflects everything your business represents, and one that ensures you will receive all possible credit in any transaction or dispute. 

In cases like this, accuracy matters more than ever. And while it’s always ideal to get it right the first time, both you and your valuation firm deserve the time and discretion to revisit an initial finding that doesn’t quite add up. Even a small discrepancy can have major implications for your final valuation. 

Experience. Industry Expertise. Professional and Managerial Insight.

In many cases, a valuation will set the stage for the future of your business. Whether that future involves new financing, a sale or merger, additional equity participation – or new roads ahead as you plan an exit strategy, thoroughness and accuracy will pay more dividends than a speedy, plug-and-play deliverable.

For the most airtight valuation possible, it’s important to build human intelligence into the process to interpret the big picture and spot any red flags or inconsistencies. And yes, technology can highlight an outlier, but it can’t tell you why it cropped up – and technology can’t discern between a simple error or oversight on the front end and a real discrepancy that deserves further study.  

There’s no substitute for what hands-on experience can contribute to the business valuation formula. Experience matters to the quality of the valuation report, whether it’s the product of a long and varied history completing different types of valuations for a broad range of entities – or brought from direct operating roles in industry, lending and finance. Regardless of its origins, experience supports facility with the numbers and an instinct to know when the story told by the numbers is missing a layer that could make a material difference. 

And while conventional financial analysis plays an important role in the process, true valuation expertise plumbs deeper because the intent and endpoint serve a different need. This is where training and professional business valuation credentials are important, such as those earned from the following organizations:

• American Society of Appraisers (ASA)
• National Association of Certified Valuation Analysts (CVA and CBA)
• American Institute of Certified Public Accountants (ABV)
• Institute of Business Appraisers (IBA)
• International Society of Business Appraisers (BCA)

A valuation professional trained and certified by these organizations will ensure the valuation meets all established standards and holds up to the daylight brought in with deeper scrutiny or even a challenge from another party.

If you want to develop a better understanding of business valuation, request GCF’s free guide: How to Navigate the Business Valuation Process Successfully.

Questions about valuing your business? Please contact us here, and a GCF appraiser will get in touch with you directly.

Darren Mize, ASA

Let's review the 3 approaches to value:

• Cost Approach
• Market Approach
• Income Approach

The Cost Approach

The Cost approach relies on the business's balance sheet. So, unless the company is heavily invested in assets this approach is rarely used.

The Market Approach

The Market approach relies on comparable business transactions within the same industry. The key to using this approach is the reliability of good data. (see PeerComps).

The Income Approach

The Income approach is derived from 2 key variables: Cash Flow and Risk.

So, do I just pick one of the above?

It's simply not that simple. Every business is different and comes with its own unique set of characteristics, which have to be considered.

At GCF, our analysts use a combination of the Market and Income Approach's in most of our valuation engagements with with varying weights on each method. If you are working on a business and curious on how to best approach value on a business you are working on, give us a call.

Steve Mize, ASA

One of the most challenging aspects of valuing a small business is the use of Income Statement Adjustments, otherwise known as “add-backs”. For smaller businesses add-backs are common, but can they be verified?

Add-Backs - The Questions We're Asking

• Can the expense being added back be traced back to the source document's Income Statement (P&L or Tax Return) . If not, it can't be used.

• Does the expense have any impact on revenue or efficiency? Expenses directly related to generating revenue or improving cash flow, are not considered as add-backs.

• Is the add-back strategic in nature or directly related to a particular buyer? Add-backs specific to the buyer / buyer’s company are considered strategic and cannot be used in determining Fair Market Value.

• Is the add-back truly non-recurring or “one time”? This can be speculative but at GCF we follow a simple rule, if the expense was unexpected and will never occur again we will consider it.

Supporting the Add-Back

1. Identify the actual amount that was expensed on the tax return or financial statement being used as the source document.
2. Identify where the expense can be found.
3. If the item is part of a larger expense category, generate a General Ledger Report (CPA or who ever prepares the financial data) that provides the detail of each expense under that category highlighting the add-back being used
4. Explain why this expense will not continue with the sale.

Do Add-backs Impact Value

Yes they do. Add-backs contribute to financial risk, so the more of them there are, the more risk there is which is unfavorable to value. It's best to eliminate as many, if not all, discretionary add-backs to maximize value. If they cannon be eliminated, document them with as much detail as possible. Using the guideline above, lenders are likely to accept them.

Jason Pagan, ASA

The short answer: When accounting for contractual work, how revenue and expenses are booked on time-based projects (that span longer than 60 days) will have a direct reflection on cash flow and business value.

Why is this contract value question critical to the value of the business and the loan you are underwriting?

There are 2 accepted methods for this:

Completed Contract Method (conservative approach):

• Expenses are being recorded as the contractor work is being performed.
• Revenue is recorded upon completion of the job.

Percentage of Completion Method (most common approach):

• As the contractor moves the project, the revenue, expenses are tracked according to completion milestones.

The RED FLAG to be on the lookout for when considering contract value:

• Mismatched trends in accounts receivables and revenue OR above average cash flow margins
• Make sure you understand the sellers revenue recognition and that the accounting method aligns accordingly.

Ready to get started? Contact us for business valuation services with the SBA experts.

Not sure if you're ready to work with us yet? Check out these additional resources and our accreditations.

Additional Business Valuation Resources

• Learn how inventory is considered in valuations
• Find out how to navigate the business valuation process successfully
• Discover when you may need a quality of earnings analysis

Our Accreditations

Your GCF Business Valuation appraisal team has one or more of the following accreditations:

• Accredited Senior Appraiser (ASA) - is recognized as having achieved the highest level of education, training, and report writing for business valuations. The ASA designation is the gold standard for a business valuation professional. (source: American Society of Appraisers)
• Certified Business Appraiser (CBA) - a very prestigious credential in the eyes of all who are familiar with it as it earned the reputation of being a difficult credential to obtain. (source: National Association of Certified Valuators and Analysts®)

• Certified Valuation Analyst (CVA)

• Accredited in Business Valuation by the American Institute of CPAs (ABV by AICPA) - a credential granted exclusively by the AICPA to qualified valuation professionals who demonstrate expertise in valuation through knowledge, skill, experience, and adherence to professional standards. (source: American Institute of CPAs)
• Accredited in Business Valuation (ABV) - credential is granted exclusively by the AICPA to CPAs and qualified valuation professionals who demonstrate considerable expertise in valuation through their knowledge, skill, experience, and adherence to professional standards. (source: American Institute of CPAs)
• Certified Public Accountant (CPA)

Over 25 years of experience and expertise in business valuations and appraisals.  An accredited appraiser receives extensive training, remains in good standing, and follows specific industry practices to determine the value of a business.

GCF's Machinery and Equipment Appraisal Accreditations

• Expert Equipment Certified Appraiser (EECA) - Our appraisers are recognized with a deep understanding of valuation principles and extensive experience by the Institute of Equipment Valuation.

• Certified Machinery and Equipment Appraiser (CMEA) - a CMEA professional has the expertise and certification to conduct a third party machinery and equipment appraisal.

The GCF Business Valuation Process

Steve Mize, ASA

GCF was engaged to value a pharmacy and the lender quickly explained how “strong” the deal was even stating: "This is a slam dunk!" So, we began the due diligence process and immediately discovered:

Initial thoughts suggested “compounding” (which typically carry a higher profit margin). However, the lender provided limited data for actual prescriptions filled.   So, we requested:

• Total Rx filled
• Rx average price
• % of third party insurance vs cash
• List of suppliers
• List of the top 10 Rx sold
• Top 10 referral sources   

Upon review of the above data points, we discovered:

1. The amount of “cash” sales were astoundingly higher than the industry average;
2. The top 5 Rx were narcotics (think of oxycodone) and represented the majority of the Rx filled;
3. There were 3 referral sources (all pain management practices) that accounted for nearly 50% of the total Rx.  We uncovered numerous articles about “pill mills” and their referring doctors (typically pain management practices).

So, did the value support the loan amount?

NO. Here's why:

On the surface, cash flow supported the purchase price, BUT, further due diligence uncovered risk factors that were unfavorable to value. The deal was not that “strong” after all.