FAQs - Summary
Frequently Asked Questions on Selling
Q: How are businesses valued?
There are many ways to value a business and basically the worth of the business hinges upon how much profit a purchaser can make from it, balanced by the risks involved. Previous profitability and asset values are starting points but intangible factors such as key client relationships, can provide the most value. Market value can however vary widely depending on a myriad of issues. Speaking to a Business Broker is essential.
Q: What is "book value"?
The "book value" is simply the net asset value after all liabilities. In other words if all the debts were paid off and the cash and assets within the Company were used to pay for them, the remaining amount would be the "book value" and is in effect, the equivalent to the "Shareholders funds".
Q: Should I buy the assets as well?
There are two types of purchases: Assets, Name and Goodwill and a Share sale. In both cases, the assets go with the Company but in certain cases, some of the assets may not be required by the purchaser and can be discounted from the valuation or asking price, as part of the negotiations. It may be that the purchaser may not want some or all of the property, or in extreme cases, even planes or yachts!
Q: How is goodwill valued?
Goodwill takes into account the years of trading and the building up of key client relationships. A Company with an excellent trade name, solid reputation for quality and reliability and substantial key client accounts will have a far higher “goodwill” value than one only recently started up. There is no exact formula for goodwill but business brokers have access to industry data that will give the current formula for valuing your business. Be wary of Companies showing high levels of Goodwill on their balance sheet, in an effort to balance their liabilities!
Q: What documentation will a potential buyer require?
Prior to selling a business it is as well to have all your systems, accounts and paperwork up to date. The buyer will want to see Statutory Accounts, monthly Management Accounts, Cash-Flow Statements, Fixed Asset Register etc. Their legal advisors may want copies of just about anything legalistic, so be prepared to provide copies of loan/HP agreements, leases, contracts of employments, salary details etc.
Q: What is the "Memorandum of Sale"?
The Sale Memorandum is an outline of the business and provides a potential purchaser an overall view of its present structure and operation, including key financial information, such as sales and profitability. The Memorandum can be quite brief in smaller comapany but may be 100s of pages in larger company, but both will also concentrate on positive aspects of the business, outlining possible benefits and future opportunities to a potential purchaser. It is important that the purchaser ensures a thorough "due diligence" exercise to ensure that the Company "is what it seems" before Completion takes place.
Q: What are "Heads of Terms"
"Heads of Terms" is an outline agreement between a purchaser and the vendor. The Terms will usually provide straight forward details of what the purchaser is prepared to pay for the business and any Terms on which the sale is to take place.
Q: How long will I have to stay in the business after it is sold?
The amount of time that you will have to stay within your business after it is sold, is mutually agreed between both parties and often before the Heads of Terms are drawn up. If you offer to stay on with the business, this will provide greater re-assurance to the Purchaser who will value your knowledge of the Company for the short term future. Agreements will vary but the norm is 6 months and on a 2 to 3 day a week basis. Also, you will probably act as a "Consultant" rather than as a Director/ employee.
