HOW TO SELL
YOUR PRINTING COMPANY
- FOR
THE RIGHT PRICE, RIGHT NOW!
- By Stephen
J. Kerr
Many owners of printing and other graphic arts related
companies need to know how much their company is worth but do not know how to go about
setting a value on their business. This article will give you some tools from which you
may draw an accurate picture of your company's true market value.
If you want to sell your company in the least amount of
time for the most money, you must satisfy the three basic needs of most buyers. These are:
1. Pay a fair wage to the owner.
2. Pay a fair return on the capital invested, equal to the risk being taken on the money.
3. Amortize the debt incurred in buying the company out of the net profit generated by the
business.
No sale of a company will take place where the deal is
inherently unfair to one party or the other (except in cases of distress). If your
business is not generating a living wage for you, is not returning an income on the
capital you have put into it and making the equipment lease or note payments out of
profits - you may have an auction sale on your hands.
Let me show you an easy four step method to find your
company's value range and how to test this range against the terms that you are willing to
offer a buyer. Note that these formulas will work for almost any small manufacturing or
graphic arts related business with a strong asset base.*
Example:
XYZ LITHOGRAPHICS is a moderately successful, full
service commercial printer with eight employees, two salesmen and one owner who draws
$58,200 annually in salary. Gross sales for XYZ LITHOGRAPHICS for fiscal year ending
December 31, 1988 was $1,000,000, with an Income Statement as follows:
| Net Sales |
$1,000,000 |
| Cost of Sales |
506,500 |
| Gross Profit |
493,500 |
| G & A Expenses |
440,900 |
| Net Income |
$52,600 |
STEP 1
We adjust the net income to show the true net cash flow
available to the new buyer. By adding back depreciation and the owner's salary, plus perks
paid by the company and current interest paid we can show the full income available to the
buyer.
| Net Income |
$52,600 |
| Plus Owner's Salary |
58,200 |
| Plus Depreciation |
51,500 |
| Plus Owner's Perks |
7,900 |
| Plus Interest Expense |
+8,100 |
| Total Net Cash Flow |
$178,300 |
Calculations of value take into account the three
basic needs of a buyer which are also the three requirements that anyone should have when
running a business: A. A living wage, B. Return on invested capital, C. Amortize debt out
of profits.
STEP 2
The next item you will need is the Net Worth of the
company. This is calculated by subtracting the total liabilities from the total assets
(including cash and receivables). The Net Worth should represent your Owner's Equity and
Retained Earnings in the business. In this case we will assume that XYZ LITHOGRAPHICS has
total assets valued at $380,000 and total liabilities valued at $145,000. The company's
Net Worth is $235,000. (If the cash in the company's bank accounts will not go to the
buyer with the transfer of the business, deduct the cash from the Net Worth before adding
Net Worth and Excess Earnings together.)
STEP 3
The following formula is called The Excess Earnings
Method of Value and is the method accepted by most business appraisers and more
importantly, by the IRS.
| THE EXCESS EARNINGS METHOD |
|
|
| Net Cash Flow |
$178,300 |
|
|
| A. Living Wage |
-50,000 |
|
|
| ($1,000,000 x 4% + $10,000) |
|
|
|
| B. Return on Net Worth |
- 35,250 |
|
|
| (15% x $235,000) |
|
|
|
| Excess Earnings Value |
93,050 |
|
|
| Multiplier Range (3 to 5) |
x 3 |
|
x 5 |
|
$279,150 |
|
$467,500 |
| Add Net Worth |
+ $235,000 |
|
$235,000 |
| (Less Cash if taken) |
|
|
|
| Approximate Value Range |
$514,150 |
to |
$795,550 |
| Of The Business |
|
|
|
STEP 4
Once you have determined the approximate value range of
the company it is important to test the price you choose by the Buyer's Purchase Plan.
Let's say that the seller chooses the average value of $655,000 and is asking $255,000
cash down and is willing to carry back $400,000 for 5 years at 11 % interest. Can a buyer
meet his three criteria?
| BUYER PURCHASE PLAN |
|
|
| Price: |
$655,000 |
|
| Cash Down |
255,000 |
|
| Balance Due Seller Per Year: |
104,374 |
($400,000 @ $8,698/mo.) |
| Company's Net Cash Flow |
178,300 |
|
| Less Debt Service |
104,374 |
|
| Cash Flow After Debt Service |
73,926 |
|
| Less a Living Wage for Buyer |
50,000 |
|
| Cash Left After Wage & Before Taxes |
$23,926 |
|
| Return on Capital |
(0.094) |
($23,926/$255,000) |
You may agree that 9.4% is a fairly low return on
the buyer's cash, given alternate investments he might be able to make with his money, but
in all the asking price and terms offered are in the ballpark. Once you understand this
formula it is easy to vary the price and terms to suit your needs.
When you add interest received over the 5 year note to
the total $655,000 in principal that the seller will get you may notice that this totals
$776,870, or 98% of XYZ LITHOGRAPHICS highest selling range.
ASSET SALES VERSUS STOCK SALES
The changes in the IRS rules have made stock sales of
printing corporations very unattractive for the buyer. The IRS will no longer allow the
new owner to revalue the fixed assets (equipment & fixtures) of the business, instead
they must continue the depreciation schedule which you have begun and absorb all the write
offs the corporation has taken.
On the seller's side, if yours is a Subchapter
"S" corporation, a partnership or a sole proprietorship you can assume that the
company will be sold as an asset. The reason that full corporation sellers worry about an
asset sale is that it causes double taxation at the corporate and again at the personal
level.
SUMMARY
When you use the Excess Earnings Method of valuing your
business and test your terms of sale against the Buyer's Purchase Plan, you are
effectively removing any objections the buyer might raise about your price or the terms
under which you are willing to sell. And that adds up to quick negotiations and a full
price offer. |