Wednesday, May 23, 2012

Business valuation 101

How do I go about evaluating the asking price of an existing business?
No 2 valuations are the same, even for companies in the same industry. Unfortunately, there is no table of factors based on company size, profits and industry.

First, you will need to be clear on your definition of revenue versus profits. Revenue refers to gross sales before deducting any expenses, and net profits or net earnings represent what is left after deducting all the expenses of earning that revenue. When valuing a business as a going concern, one of the most important factors is calculating normalized net profits or net earnings.

There are 2 basic methods of valuing a business: breakup value and going concern value.

Breakup value is calculated by taking the current market value of all assets of the business, then deducting the liabilities and reasonable liquidation fees. The resulting value is what you would end up with if you sold off the assets and paid off all the liabilities. That is the value of the business on a "breakup" basis.

Going concern value is arrived at through a rather complicated process. This involves "normalizing" earnings, eliminating the impact of assets or revenue streams that do not form part of the core asset base or main revenue stream of the business. These assets and ancillary revenue streams are valued separately. Appropriate capitalization rates reflect reasonable levels of risk given the nature of the business.

The basic question to be answered in valuing a business is, "How much am I willing to pay someone for a business if in paying that amount, I will receive a stream of future income from that business of $X annually?"

In determining this value, review the historical earnings stream, adjusting for the financial impact of unusual events such as a one-time windfall profit or an unusually large non-recurring expense. Common adjustments may also be required to reflect such things as "normal" wages of the management, reflecting what the business would have to pay in wages if it had hired a manager at market rates.

Once you have determined what the "normalized" future earnings would likely be, based on historical data and trends, select an appropriate capitalization rate. Consider the level of risk associated with the business and the rates of return on other types of investments. To put this range into perspective, look up the current payout rate for Guaranteed Investment Contracts (GICs), which are risk-free and can be cashed in at any time. Compare that to venture capitalists who require annual compound rates of return in the 25% to 30% range, since they typically invest in high-risk, high-return businesses by way of unsecured equity investments. Somewhere between these 2 ranges is where most businesses fall.

Before making a commitment on this purchase, you should seek the advice of your accountant and a chartered business valuator (CBV).

Friday, May 18, 2012

General aspects to consider before acquiring a business

What are some of the most important aspects to look for in buying a business?
The guiding principles of acquisition are called synergies, value and equilibrium. Synergies must occur between the 2 companies that are merging or between the buyer and the company being acquired. Ideally the companies that are merging should have similar or complementary product or service lines, and their marketing and sales methods should be in harmony.

There are 3 areas where synergies should occur:
  • Marketing and sales (new products and services, new clients or new markets should create more revenues)
  • Operations (there should be volume discounts or better ways and means to create and deliver products and services, or both)
  • Finance and administration (the merger or acquisition should improve cash flow and fuel additional business projects)
If there are no synergies, there should be no acquisition. Value, meanwhile, is the capacity to generate profits and cash flow. Profits and cash flow create value and support growth: profits generate equity that increases value, and cash flow builds working capital and strengthens the day-to-day operations.

A business that cannot create value should not be acquired.

Equilibrium is striking the right balance. With regard to synergies, the acquisition should be feasible operationally and financially. In other words, a very small company should not acquire a very large company, and a company that manufactures widgets should probably not acquire a company that manufactures clothing. Another kind of equilibrium is in the potential to create value: the investor should be able to add value to the company being acquired and vice versa.

An acquisition that is not in equilibrium with positive synergies and value should not be made.

Tuesday, May 15, 2012

Question & Answer: Acquiring a franchised business

QUESTION:

We're looking to acquire a franchised business. Any tips or due diligence processes that may vary from acquiring a non-franchised business?
ANSWER:

The due diligence is the same for any other comparable business; however, the following are some franchise-specific issues.

You will want to thoroughly review the franchise agreement, and you should also have it reviewed by a good business lawyer who specializes in franchises.

Before thinking about signing a franchising contract, you should be able to answer the following questions:
Does the franchisee have an exclusive territory?
  • Is the franchise transferable? How long is left on the existing franchise agreement?
  • Is the franchise renewable? For how long?
  • Is it renewable at the franchisor's or the franchisee's option?
  • What am I getting for the franchise fee? Accounting systems? Operating systems? Lower prices on supplies?
  • What exactly am I buying? Am I buying the right to use the name? Is the building part of the deal, and do I own the real estate? Will I be paying rent?
Confirm that the current franchisee is in good standing with the franchisor, and talk to other franchisees within the group to ensure that there are no hidden issues with the franchisor.   Franchise law is complex and we recommend that you contact HazloLaw to seek proper advice before signing any documents.

Monday, May 14, 2012

Tax Tips: Addressing myths about CRA online filing

Did you know?

Many of the ideas floating around about filing online are actually not true.

There are so many great reasons to file your income tax and benefit return over the Internet–more than half of the returns that come in to the Canada Revenue Agency (CRA) arrive electronically. Canadians know how easy, simple, and fast it is to file online, plus they get their refunds faster.

Why are some returns still coming in on paper? Here's a common myth:

"If I file online, I am more likely to be audited."

Not true. When you file online, the CRA may request a copy of one or more of your receipts to support the claims on your return. This is a routine verification, not an audit. When the CRA flags a file for audit, the criteria are broad, complex, and not based on filing method.

Sunday, May 13, 2012

Home owners – don't forget claim your tax credits

Did you know?

Home owners may benefit from certain non-refundable tax credits when filing their income tax and benefit return.


Important facts


First-time home buyer's tax credit: If you are a first-time home buyer, a person with a disability buying a home, or an individual buying a home on behalf of a related person with a disability, you may be able to claim a non-refundable tax credit of up to $750 when you buy a qualifying home.
  • Non-refundable tax credits can only be used to reduce your federal income tax payable. If the total of your non-refundable tax credits is more than your federal income tax payable, you will not receive a refund for the difference.
  • Other credits and deductions may be available to you. For more information, go to www.cra.gc.ca/myhome.

The CRA's online services make filing even easier

With the CRA's online services you can file your return, track your refund, and change your personal information. You can also sign up for direct deposit to receive your refund in your account at your Canadian financial institution – no more waiting for cheques to arrive in the mail. It's fast, easy, and secure. For more information, go to www.cra.gc.ca/getready.