The bankability method is an approach the author has developed using the income method of valuation, primarily for companies valued at $5 million and below, to assess the business can be financed under SBA 7(a) and sold. In the articles, the author describes the method and reasons for it being used. The bankability method is an approach I use under the income method of valuation, primarily for companies valued at $5 million and below. These businesses are typically sold to individual buyers—often solo entrepreneurs—who rely on bank financing, most commonly through SBA 7(a) loans. Because of this, valuation must align…
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A complete set of financial statements also include statements of cash flows and other comprehensive income. These statements play important roles, but earnings are still used in these as the starting and dominant measure. Occasionally, the relevance of financial statements is questioned; this article is written to reaffirm their importance. Accountants have been preparing some sort of financial statements since the beginning of written records, which were developed by the Sumerians in cuneiform around 3400 BCE. A more formal, and familiar, report was developed around 1350 CE by the merchants of Venice, Genoa, and surrounding areas. In 1494, Luca Pacioli…
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This article walks readers through what really matters long before these professionals think about listing their practice for sale. Understanding the “why” behind each step, not just the “what”, is crucial. As one reads through, keep in mind that the information is generalized, not specific to a specific specialty area. It is strongly suggested the dental and medical professionals consult with a trusted professional(s) to provide the smoothest path toward the transition or retirement phase. *Preface: Recently, I have had two medical/dental practice valuation referrals, and two physician-clients ask me for a simple write-up on ways in which they can…
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Valuations performed for mergers and acquisitions are different than most of the traditional valuation work. The author of this article shares the standard of value used in these engagements, the due diligence conducted, and merits of preparing a calculation report in anticipation of going to market. Valuations performed for mergers and acquisitions (M&A) are different than most of the traditional valuation work we handle on a day-to-day basis. One of the biggest differences is the standard of value used. Typically, the valuation professional will use investment value rather than fair market value. NACVA’s definition of investment value is “the value…
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In today’s market, it is especially important that prospective acquirers of emerging companies understand exactly what they are purchasing and how to allocate the purchase price among the assets acquired and liabilities assumed. This article discusses the importance of quality of earnings and impact on the acquisition price. As buyers tighten their purse strings in a volatile economy, parties on both sides of startup M&A deals must ensure they are prepared to effectuate the transaction from a financing perspective as well as address the related financial reporting and other accounting implications. This article discusses the importance of quality of earnings…
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From coast to coast and everywhere in between, HVAC plays a critical role in economic performance and presents compelling opportunities. This article discusses factors business valuators must consider when they are engaged to value HVAC companies. Heating, ventilation, and air conditioning (HVAC) services are not only essential, they are foundational to modern comfort and thriving businesses. The history of HVAC is rich with innovation, and so is the craft of valuing HVAC companies. From coast to coast and everywhere in between, HVAC plays a critical role in economic performance and presents compelling opportunities whether you are launching a startup, expanding…
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The Principles of Conservatism in Action Most business owners understand the industry in which they operate and tend to be good at running the day-to-day operations. Yet, that does not mean they have made optimal decisions or that they have the necessary controls and financials in place that enable them to make sound financial decisions. Companies that do not keep high quality data will likely have a lower value. This article focuses on the data problems with the valuation of a sawmill that I recently completed; minor facts and circumstances have been altered to preserve client anonymity. Most business owners…
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Factors to Arrive at a Value that are Beyond the Three Approaches This article addresses valuations for buy/sell transactions with private buyers and private sellers. A business owner calls and says: I want to sell my business. Can you tell me what it’s worth? Thousands of these transactions are occurring daily. But before you go any further, stop and ask more questions. As business valuators, we are conditioned to crank out conclusions of value based on a pre-set series of steps like the hitch-hiker’s guide to the galaxy; the meaning of life, the universe, and everything is 42! But what…
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Indications for 2023 After a record year in 2021 transactional activity, where healthcare mergers and acquisitions (M&A) were up by 56 percent, the market continued to thrive in 2022. Preliminary results revealed that 2022 M&A deals hit a record high of 2,409 deals; 150 transactions over what was observed in 2021. Despite economic challenges (e.g., rising interest rates and borrowing costs, inflation, and labor costs), the healthcare transactional market has remained active. This article will review the U.S. healthcare industry’s M&A activity in 2022, and discuss what these trends may mean for 2023. After a record year in 2021 transactional…
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Tread Carefully Using this Market-Approach In valuation theory, the market-based approach, being one of the three main valuation approaches, can rely on the guideline private comparable transactions method, suggesting that the results obtained in that way should be treated equally with other valuation approaches and methods. However, the disadvantages of the guideline private comparable transactions method are so consequential that its reliability should be strongly questioned, and the results based on it should be taken with significant caution. This article justifies this opinion by stating the most important weaknesses of the mentioned method. In valuation theory, the market-based approach, being…
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The Consistency of Data and Trends The real estate sector encompasses a variety of activities, limited only by the imagination, including: selling, leasing, management, development, appraisal, title services, and investment. When valuing businesses linked to the real estate market, whether directly or indirectly, it is essential to examine both the risk and the cash flow generating ability of each company. The co-authors of this article share essential aspects appraisers must consider in these valuation engagements. The real estate sector encompasses a variety of activities, limited only by the imagination, including: selling, leasing, management, development, appraisal, title services, and investment. When…
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With Examples From Asset Misappropriation to Financial Statement Fraud (Part II of II) This two-part article (Read Part I here) focuses on the two significant, but different, roles forensic accountants play in quantifying employee losses and how—in the normal course of the analysis—they may find instances of fraud that require further investigation. The authors first provide detailed guidance for forensic accountants in how to quantify employee losses and later offer insights into behavior that may indicate fraud stemming from such claims. They also explain the factors considered by carriers when hiring external accountants. The second part of the article features…
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With Examples From Asset Misappropriation to Financial Statement Fraud (Part I of II) This two-part article focuses on the two significant, but different, roles forensic accountants play in quantifying employee losses and how—in the normal course of the analysis—they may find instances of fraud that require further investigation. The authors first provide detailed guidance for forensic accountants in how to quantify employee losses and later offer insights into behavior that may indicate fraud stemming from such claims. They also explain the factors considered by carriers when hiring external accountants. The second part of the article features two cases studies involving…
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Third Quarter 2022 2021 was a significant year for business owners who chose to exit via a sale of their privately held businesses. The government’s response to the COVID-19 pandemic pumped billions of dollars into the economy, helping to drive a robust mergers and acquisitions market led by aging baby boomers preparing to retire and concerned about the prospect that the Biden administration was potentially eliminating the favorable capital gains tax. This article is written to provide an exit planning market update following this historic M&A cycle against some economic headwinds and challenges in today’s market. The article focuses on…
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For Business Valuations Accounting Standards Codification (ASC) Topic 842: Leases is the lease accounting standard published by the Financial Accounting Standards Board, which replaces prior guidance from ASC Topic 840. ASC 842 brings previously off-balance sheet operating leases onto a company’s balance sheet. The new standard takes effect for private companies in fiscal years starting after December 15, 2021, and represents a fundamental change to financial statements, which are the foundation of business valuation analyses. This article will focus on potential impacts to a valuation analysis because of the change in accounting standards. Accounting Standards Codification (ASC) Topic 842: Leases…
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Alternative Means to Effectively Gauge Business Operations and Assist Owners Three ratios that are widely used have validity because they are either used in business valuations, loan covenants, reports to stockholders in Form 10-Ks, used when financial statement analyses are performed, or have familiarity because they have become entrenched in the system. The author of this article considers reliance on these three ratios as “inadequate in advising clients that need effective information to operate their businesses” and perhaps do not help in isolation valuations drivers that assist managers in operating businesses. The author discusses other metrics that provide better insight.…
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Into the Market-Based Valuation (Part II of II) This is the second of the two-part article regarding country risk. In this second part, the author discusses how to incorporate the risk into multiples. Read Part I here. Incorporating Country Risk into Multiples Having found the value of the country risk premium required, we can proceed with incorporating it into the market-based valuation. It is worth mentioning that the decisive feature for determining the difference in country risk is the area of activity, not the location of the corporate headquarters. Our goal is to determine what should be the multiple if…
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Into the Market-Based Valuation (Part I of II) This is a two-part article on how to incorporate country risk premium. The market-based approach to valuation is commonly used by market practitioners and is based on the relevant values and multiples from similar assets. One of the differentiators between assets is the country risk related to the operations, when the multiples are collected from various countries. This paper presents the proposed approach to incorporate country risk premium differentials into the multiples. It describes the possible ways of obtaining the country risk premium and the procedure of making the adjustment to the…
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What to Ask for and Use? Most small businesses use the cash basis of accounting. Despite that practice, prospective clients will prepare their books in a variety of different ways that do not conform with the accounting cash basis. There are hybrid and accrual cash basis and the business valuation practitioner needs to recognize the differences between these forms of accounting. In this article, the author shares the importance of understanding each and what to do and ask for from the client to better understand the financial disclosures. Which should I ask for? Does it really matter? Isn’t each one…
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Key Actions to Undertake to Increase the Price of a Company This article provides a brief overview covering what the author—a middle market investment banker—believes is the most worthwhile and impactful actions that anyone contemplating the sale of their business can take right now to set themselves up for success in a future transaction process. The author recommends that prospective sellers and their advisors focus on five critical steps, with the aim of having key points to negotiate the sale and commanding the highest selling price. Steps to Raise the Price of a Company Anyone seriously contemplating the sale of…