GETTING A FAIR PRICE FOR YOUR BUSINESS
IMPORTANT THINGS TO REMEMBER
- Your business is competing with many other businesses on the market with similar turnover and profits.
- The price will be determined by the provable owners’ benefits.
- If your business is over-priced it will not sell.
- The longer your business is on the market the less chance you have of getting a fair price.
- Cash buyers are scarce, you may have to allow terms or be flexible on cash offers.
- Verifiable figures are esssential for buyers to raise finance from institutions.
- The more accurate the information you provide the better the chance of getting the best price.
- Only hard facts will satisfy a serious buyer.
- On average, businesses are on the market for 3-6 months before the seller becomes realistic about the price.
- There is no standard method of valuing a business.
- Your business is worth what a serious buyer is prepared to pay.
- Future earnings are far more important than past earnings.
- 90% of the people who start the search to buy a business NEVER DO!
PREPARE YOUR BUSINESS FOR SALE
Clean up your premises • Get accounting records up to date
PREPARE INFORMATION THAT BUYERS WILL WANT (AS APPLICABLE):
- Overview of your business
- List of assets and the estimated 2nd hand value. Main equipment should be identified by make, model & serial number
- Lease or rented assets and equipment
- Income statement
- Balance sheet
- Latest audited financial statements
- Up-to-date monthly management accounts since last financial statement
- V.A.T. Returns
- Monthly expenses
- Staff members positions, service, remuneration, vacation & sick leave credit
- Value of stock in trade (at cost)
- Copies of contracts (Lease, employees)
- Terms offered, if any
- How the price was determined
- Reason for selling
THE GENERAL SELLING PROCESS
Because you will be our client, your interests are paramount and we will endeavour to get the best possible deal for you and at the same time ensure the process progresses smoothly for all parties involved. Here follows a brief of steps normally followed, where applicable to your business type.
We will interview you, obtaining as much information required to value the business to current market conditions, market your business correctly and evaluate inquiries for buyer suitability. We will advise you accordingly. This is important because an incorrectly priced business or incomplete information will render the business difficult to sell. The buyer of course will probably do his own valuation.
We will advertise the business, usually in the print media, our own /specialist websites we subscribe to, and specialist magazines, depending on the type of business and the buyer target market. We will also consult our list of buyers and try to match up possible candidates.
You should continue to operate your business in the best way, ensuring that it is always in a state for presentation at short notice or for discreet buyers dropping in to have a look around. Remember one never gets a second chance to make a first impression.
We will receive inquiries and only enough information will be divulged to arouse or keep the buyer’s interest. A Confidentiality and Financial Disclosure document (commonly called an NDA) is returned by the inquirer before any details, financial information and pictures are provided, once we have assessed him.
We will evaluate the buyer and assess him as a genuine and suitable prospect (not a “tyre kicker”) with the means to purchase the business. The buyer will usually take a few days to evaluate the information provided, sometimes with expert assistance. Occasionally a buyer will want to discreetly visit the premises on his own to get a feel for the business. He will be advised to respect the confidentiality of the intended sale and not announce or make his true presence known.
If the buyer comes back (usually a good sign), he will want to inspect the business premises more thoroughly and meet you. We will arrange this in accordance with your wishes. The buyer might ask some direct questions and make comments about your business. Do not be offended, he intends to spend a lot of money. Always be honest in answering questions but try to project the business in a positIve way.
If the buyer is impressed he will contact us and indicate his willingness to submit an Offer to Purchase. We will assist the buyer to draft the offer, considering your interests and instructions. If the offer falls within the mandate given by you, we will present the offer for your consideration. We will also make recommendations regarding the suitability of the buyer and explain clauses contained in the offer, if required.
If you are satisfied with the offer in all respects, you can sign acceptance of it. The document then becomes an Agreement of Sale subject to any suspensive conditions included. You can also reject the offer outright or return a counter-offer. If the buyer accepts your counter-offer the document becomes an Agreement of Sale as aforementioned.
Typical suspensive conditions could be:
a. Obtaining finance
b. Acceptance of the buyer by the landlord and a lease agreed upon
c. Acceptance of the buyer as a franchisee
d. Satisfactory due diligence investigation by the buyer.
Once the above suspensive conditions (as applicable) are achieved or waived, the process of hand over commences.
This could include:
- Payment of a deposit by the buyer into a trust account (usually done soon after conclusion of the Offer to Purchase)
- Lease concluded with the landlord, including rent deposit or bank guarantee
- Buyer registration as VAT vendor / seller de-registration
- Transfer of liquor licence
- Transfer of the telephone service
- Application for a credit card terminal
- Transfer of TV and DsTv licence
- Transfer of SAMRO licence
- Notification to Dept of Labour, SARS and local Municipal authority and compliance with any licensing or inspections
- Transfer of POS licence
- Handing over of staff employment contracts and vacation / sick leave records and conduct records
- Hand over of client lists, preferential supplier lists, maintenance contracts and any other business intellectual property
- Stocktake and payment thereof
- Planned removal of equipment not being sold with the business
- Cancellation / transfer of business insurance and security contracts
- Notification to all suppliers and finalisation of accounts
- Registering of new owner with suppliers and leaseholders
- Sorting out the keys for the premises
- Closing or transfer of debtor accounts
- Finalisation and submission of VAT, UIF and Dept of Labour returns
- Introduction to the staff (they will be apprehensive about their future)
- Refund of rent deposit to the seller
- Closing of seller’s bank account (if required). If done it is recommended this be done 2 months after transfer.
- Payment of the balance of the purchase price to the seller
- Payment of the brokerage fee (usually from the deposit held in trust and the balance paid to the seller)
- Assistance in the business by the seller for the agreed period.
The above list may not be complete for all industries but it will give you a general idea.
Once all is complete you can “ride off into the sunset” or look forward to your next business venture. After all, there is no substitute for being your own boss and controlling your own time and earnings.
10 WAYS TO IMPROVE THE VALUE OF YOUR BUSINESS
1. CASH FLOW: This is the most valuable driver for the business valuation. Think of ways to improve the business income in sustainable ways. Buyers will be suspicious of short term spikes in revenue. Try to get cash flow as consistent and predictable as possible.
2. MANAGEMENT: Buyers generally look for a business they hope will be functional with growth potential after the sale. It is difficult to place a value on a business where you are the sole decision maker and your skills and presence are consistently required. Developing your staff so that they can operate the business when you are away will pay dividends when it is time to sell. As they say one measures a good manager by how his business functions without him. If you are concerned about key staff leaving after the sale you could consider renewing contracts or other incentives to retain them in the business.
3. CUSTOMER DIVERSITY: Buyers will be nervous about a business that receives a high percentage of business/income from a few customers, placing the business at high risk if any of these major customers is lost. Ideally, no single customer should contribute more than 10% of your revenue stream. A wide diversity of customers is the best scenario but if not possible be prepared to negotiate part of the sale price in earn-out payments and/or include an extended period of your your support in an advisory role to ensure customer continuity.
4. STABLE INCOME STREAM: Buyers will be impressed by predictable, steady and low-risk income stream. Any long-term contracts, regular servicing or other recurring revenue streams will make your business more desirable and fetch a higher price in the market. In a service orientated business regaining customers and converting occasional customers into regular income streams can become business assets.
5. DESIRABLE PRODUCTS or SERVICES THAT ARE DIFFICULT TO COPY: Buyers place a high value on a business with a unique product, service or distribution system. Think of ways to set your business apart from competitors. Having that edge and being able to communicate and market that advantage will increase the value of your business.
6. BARRIERS TO ENTRY: Competition is all around you but if your particular business operation, product or service is difficult to copy it will be more attractive to a buyer. Intellectual property (patents, copyrights), regulations (permits, zoning), difficulty to get contracts (being one of a few businesses that qualify for certain big customers) can set your business apart and increase its value.
7. PENDING IMPROVEMENT: If you are about to introduce an exiting new product or secure a major new customer this can be used to good advantage in increasing the value of your business. If delaying the intended sale is not an option for you then the new development will need to be thoroughly and professionally presented to a buyer, indicating with confidence the gains the business can expect in the future.
8. GOODWILL: This value criteria requires stability and consistency over an extensive period of time. Name recognition (brand), history, ongoing operations and reputation are all part of business goodwill and influences the value. Even if the business does not have high value assets, lengthy business relationships are key. Brand recognition, service or product reliability and high customer satisfaction are distinguishable factors that add value. This driver of goodwill should not be overlooked in the valuation because it helps mitigate perceived risk.
9. STRATEGIC PLAN: A well drafted strategic / business plan showing areas the company can grow can be an asset to a buyer. It could also assist in raising funding for the buyer.
10. RECORD KEEPING: Comprehensive bookkeeping and records reduces the risk to a buyer and indicates much about how the business is operated. Having a clean set of easily audit-able / verifiable records inspires confidence and will assist in any due diligence investigation.
OUR SERVICES INCLUDE
- Assessing a fair market value of your business
- Assistance with information required
- Trust and confidentiality in negotiations
- Providing qualified buyers
- Matching your business with qualified buyers in our database
- Marketing plan for the sale of your business
- Listing your business on our own and top international websites we subscribe to
- Feedback on progress regarding serious buyers
- Viewing arranged by appointment only
- Information on what buyers really want
- Preparation of sale agreements and facilitating the sale process
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