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Posted on July 14, 2009

Contributed by Ron Hottes

Cash Flow/SDE: Determining The Worth Of A Business


The value of the small business is mostly determined by the cash flow (or business brokers use the term "Seller's Discretionary Earnings" instead to be more accurate).  Seller's Discretionary Earnings (SDE) is defined as net income before taxes (operating income); interest; depreciation and amortization; owners compensation; owners benefits; and non recurring expenses.  Most small businesses sell for 1.5 - 3.5 (multiples) times the yearly SDE, depending upon the value factors of the business. Things that determine the multiple or value factors are the stability of historical earnings; business & industry growth; type of business (service with few assets to manufacturing with significant assets); location & facilities; stability & skill of employees; competition; diversification of products, service & geographical markets; desirability of the business; depth of management; and terms of the sale. The national average is 2.76 times SDE.  The inventory, equipment or fixtures are included in the price because they are what is required to generate the SDE. Some businesses need inventory, some need equipment (assets) and some need both, depending on the type of business.  The amount of assets is one of the criteria that helps determine the value a business.

Some value (but not too many small business brokers) the business by its  EBITDA, or Earnings Before Interest, Taxes, Depreciation and Amortization. The multiple that is used is generally in the area of 4 to 6 times EBITDA.  EBITDA is mostly used by investment bankers or M&A folks, people who usually handle bigger stuff ($ 20 million+ price tag).

Business brokers count owner's compensation and owner's benefits as part of earnings or SDE (Seller's Discretionary Earnings).  You can also define SDE as EBITDA plus owner's salary plus owner's benefits.  Basically, if you take SDE times 1.5 to 3.5 multiple, you should have similar numbers if you calculate EBITDA times 4 to 6 times.

The reason business brokers don't usually go by EBITDA times 4 to 6 times is that, it's basically the owner's discretion to pay him/herself salary of whatever the amount and most owners write off a lot of personal expenses through the business (called owner's benefits).

This is one of the worst times to sell a business right now.  No bank financing is available these days so multiples are down, demand is down and a lot of buyers are cash strapped.  I tell sellers if you don't absolutely have to sell, then maybe he/she should hold off.  No one knows when the economy will turn around but it eventually will and once bank starts lending again, multiples of businesses should slowly inch up again.

Below is a list of documents that a typical business broker needs in order to package a business for sale;

1)  last three years of profit & loss statements including balance sheet

2)  last three years of tax returns

3)  copy of the lease

4)  major fixture, furniture & equipment list

These days, selling a business is a tough task.  If your business does sell, it takes an average of 3 - 6 months to find a buyer.  And after negotiating the price, seller and buyer will go through due diligence and then escrow.

There are buyers out there for good, solid businesses - perhaps even more so now, so good luck!

About The Author:  James  Jun, MBA is a business broker in Ron Hotte's LA Office - Business Team.  You can reach James by phone at (213) 718-5656.

Watch for more blog posts / articles from me in the future!

See all contributions from Ron Hottes

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Comments:

This is the best approach for figuring out what's a business worth. It's much more accurate than the cost replacement idea. That's where you determine how a business should be priced by adding up the current value of all its assets. Making its worth related to how much money it makes for the investor, is the only good way to say what a business will sell for. (The "comparables" approach is not good because it is virtually impossible to find another business that recently sold that is comparable to the one getting valued.)

Posted by: Lawrence Ing

In an ideal world that all makes good sense, but there isn't a discussion about how to get around all the bad brokers out there. Almost everyone i've talked to has his/her own formula and they admit to it! We are a family of self-employed business owners ranging from restaurants to real estate development, and you would not believe how brokers and sellers of businesses forge the needed numbers in order to get a good price (including tax statements, not hard to do these days). Sellers should finance at least 50% and base the price on performance of the business if they don't the're not ligit! This is how we sell our businesses and the buyers are always happy.

Posted by: Shadi Alkhateeb

Yes, it should include the inventory. Inventory and FF&E (Fixture, Furniture & Equipment) should be part of the price. Perhaps I should have been more clear about it.

Posted by: James Jun, Business Team | Link

This question of value can be very confusing. One problem is the different measures of the final number that is applied in the formula with the multiple. Should it be SDE, EBITDA or something else? Ron does a good job of clarifying this. Or maybe I should say the thanks go to James Jun.

Posted by: Chaz A.

While I agree with most everything stated in this article, I'm not sure it's good advice to tell a seller not to sell right now. No one knows when things will get better, so someone could be hanging on for years waiting for the best time to sell. That doesn't make sense. If you're ready to sell now, then now is the time to do it. Besides, aren't there ways a seller can overcome some of the problems? If the buyer can't find a loan from a bank, maybe the seller should carry back part of the purchase price. Also, if the seller doesn't like the value because it is down as a consequence of lower business, why not agree with a buyer that if and when things improve in the next few years, the buyer will pay some bonus money to the seller, because the business has proved it is worth more than the price initially agreed on.

Posted by: David H.

This seems to make a lot of sense. But what confuses me is whether you should include inventory in the mix when you determine what a retail business is worth. I mean, brokers have told me that the inventory has to be purchased in addition to the business itself, and that value is computed along the lines that Ron Hottes is saying. In other words, you pay for the business which is valued like the article describes, then you add the inventory on top. But my accountant says something different. He thinks the total investment should return the 1.5 - 3.5 multiple. And that would include not just what is paid for the business, but also for the inventory. Does anyone have an answer to this puzzle?

Posted by: Lyla L.


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