Is Your Business READY for Sale?

Is your business ready for sale? This is an important question for business owners and shareholders. Why? Companies that are READY for sale are more valuable than similar companies that are not. You also never know when you might be approached by an enthusiastic, or better yet, a motivated purchaser. If that day comes unexpectedly, you definitely want to be READY for sale. A company that is READY for sale is also ready to engage in leveraged repurchase transactions that provide liquidity for some owners and enhanced returns for others. A company that is READY for sale is capable of engaging in a leveraged dividend recapitalization, as well, to provide liquidity and diversification opportunities for all shareholders. And, a company that is READY for sale is also just more fun to work in. This post goes into depth about the components of R-E-A-D-Y.

Leveraged Share Repurchases (Buy-Backs): An Illustrative Example

One reason many writers discuss leveraged share repurchases in general terms only is that they involve a company’s current income statement and balance sheet, as well as a pro forma balance sheets and income statements. Further, to see the impact on a company and its shareholders, the changes between the existing financials and the pro forma financials must be analyzed. This post presents an example of a leveraged share repurchase that will help bring the noted benefits for both a company and its owners, both selling and remaining, into clear focus.

Managing Private Wealth: Managing Illiquid (Pre-Liquid) Wealth is a Big Deal (The One Percent Solution)

Wealth management for illiquid assets like in your closely held or family business is a big deal that is ignored by too many business owners.  I use the term, “Pre-liquid,” to describe this wealth because that’s how you think about it.  Your company is with you today, and someday you are going to sell it.  […]

Mercer’s Musings #4: Factors to Consider in Valuing Partial Ownership Interests

Following “Mercer’s Musings” 1-3, Mercer’s Musing #4 examines the guidance found in “Procedural Guideline -2 (PG – 2) Valuation of Partial Ownership Interests” in the ASA Business Valuation Standards.  Procedural Guidelines (PG) are designed to provide more detailed guidance for consideration by business appraisers than found in the base standards themselves.

There is a great deal more to valuing illiquid minority interests than “guessing” at a marketability discount based on vague references to dated and non-comparable restricted stock transactions or studies. All appraisers would be well-served to read PG – 2 Valuation of Partial Ownership Interests in the ASA Business Valuation Standards.  Doing so should provide a different and more realistic view of the valuation of illiquid minority interests of private companies than is held by many appraisers.

Restricted Stock Benchmarkers Beware

Benchmark Analysis Will Not Work for Even a Single Asset Holding Company

This post puts benchmarking analysis using averages of restricted stock studies to determine marketability discounts to the test and the test is failed. If cannot work for even a simple, single asset holding company interest. Read the post and you will not employ simple benchmark analysis again. The post is necessarily long. Print it off or bookmark it when you have time to read it and think about its implications.

11 Good Things About EBITDA

The last post addressed EBITDA’s “Naughty 11” Problems and What to Do About Them. Today we talk about EBITDA’s “11 goodies” that help counter the “naughty 11” problems and make it a useful tool for analysts, operators, and owners. In the end, there is no single magic measure of cash flow that reveals all about business value. EBITDA, however, is one measure of cash flow that deserves attention in terms of valuation-related analysis, but in the context of solid reviews of historical income statements, balance sheets, and cash flow statements with insights about history and outlook from management.

Interim Time: The Time Between Now and a Future Sale of a Business

Use Interim Time Wisely to Prepare Businesses and Owners for Ultimate Sale

Is business ownership a binary thing? Do we either own our businesses or not? The binary notion leads business owners to think either in terms of the status quo or of an eventual sale of the business. The truth is that between the two bookends of status quo and an eventual third-party sale are many possibilities for creating shareholder liquidity and diversification and facilitating both ownership and management transition

Dell “Loses” the Appraisal Battle but “Wins” Overall

Statutory Fair Value in Delaware

Dell Inc. engaged in a management buyout (“MBO”) in October 2013 that effectively took the Company private, leaving Michael Dell in control (75% of its stock) with a financial sponsor (25% of its stock).  The majority of shareholders tendered their shares, and received the offered consideration.  Certain shareholders dissented, setting in motion an appraisal proceeding in […]

10 Considerations for Normalizing Adjustments to the Income Statement in Business Valuation

The ABZs of Solid Valuation Conclusions and Reports

We continue with our discussion of getting command of the numbers by discussing income statement adjustments. Normalizing adjustments are made in valuations to separate unusual or non-recurring or management discretionary items of income or expense on the income statement. The objective of normalizing adjustments is to develop historical, adjusted income statements and percentage income statements that can be used in the valuation process.

The following ten comments should provide a good overview of the concept of income statement (normalizing) adjustments for business appraisers and for attorneys.