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Guide To Business Valuations

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GUIDE TO<br />

BUSINESS<br />

VALUATIONS<br />

ESSENTIAL STEPS TO<br />

VALUING YOUR BUSINESS<br />

DIVESTITURE » SUCCESSION » EXIT PLANNING » SELL<br />

1.888.859.5388 | www.pavilionservices.com


Why do you need a Pavilion <strong>Business</strong> Valuation?<br />

A current business valuation should be a high priority for your business. It is necessary to establish the share price for<br />

business transactions such as sales, buy/sell agreement, mergers or acquisitions, dissolutions including liquidation or<br />

bankruptcy, estate planning or raising capital.<br />

We specialize in <strong>Business</strong> <strong>Valuations</strong> that are based on the “current true market value” and based on over 21 different<br />

valuation methodologies. Pavilion offers the most comprehensive and accurate means to complete the task to assess<br />

your business “fair market value”.<br />

Pavilion offers a comprehensive approach to the <strong>Business</strong> Valuation process. We employ numerous valuation<br />

methodologies as outlined in this <strong>Guide</strong>. In addition, we utilize real time access to the following resources:<br />

• Precedent database of completed transactions across North America.<br />

• Real time access to the financial performance in each SIC or Industry sector to enable an independent “yard stick”<br />

for key performance indicators (KPI’s).<br />

• RMA Ratio’s – The Risk Management Association provides a wide range of metrics that we use to assess your<br />

business and provide a “score card” .<br />

The true indicator of a company’s success is measurable by a wide range of factors. One of the main components is the<br />

financial metrics of the business including the Profit and Loss statements and Balance Sheet performance. Our team<br />

works closely with you to review and assess your business “value drivers” that ultimately determine the Enterprise Value.<br />

If you are selling, raising equity capital, liquidating or settling with creditors or vendors, you will want a high valuation.<br />

The opposite is true for those who are buying a company or doing estate planning or gifting. The valuation is useful not<br />

only for transferring a business but as a tool to measure overall company performance. The final value depends on the<br />

methods used and the purpose for which the analysis is performed.<br />

In addition, because the Pavilion team provides Merger / Acquisition and Broker services, we will be able to provide you<br />

with a truly independent assessment based on current real market conditions. Often we experience clients<br />

who present us with a valuation completed by other firms that are in most cases undervaluing the business because<br />

they don’t have the skill-set or access to relevant information. Choose wisely, as whatever decision you make can make a<br />

significant difference to the financial outcome.<br />

Yours sincerely,<br />

Greg Spafford<br />

Managing Director


Table of Contents<br />

What is your Clients’ <strong>Business</strong> Worth? 3<br />

What are the Benefits of a <strong>Business</strong> Valuation?<br />

4<br />

<strong>Business</strong> Valuation Methods<br />

5<br />

Fair Market Value<br />

6<br />

Determining Value<br />

6<br />

<strong>Business</strong> Valuation Methods<br />

7<br />

The Art and Science of <strong>Valuations</strong><br />

7<br />

Can Two Simple Questions Determine the Valuation of your Company<br />

8<br />

What are Six Things you can do to Make Your <strong>Business</strong> Harder to Replicate?<br />

9<br />

Know the Truth or Face the Consequences<br />

10<br />

What Data is Required for a Professional <strong>Business</strong> Valuation?<br />

11<br />

10 Benefits of a Professional <strong>Business</strong> Valuation<br />

12<br />

10 Value Drivers to Sell Your <strong>Business</strong> for the Highest Price<br />

13<br />

Pavilion Factsheet<br />

14<br />

Contact Pavilion <strong>Business</strong> Services<br />

<strong>To</strong> learn more about the various exit options you have as a business<br />

owner and how we can help you successfully sell your company –<br />

call us to arrange an exploratory meeting and discuss your options<br />

in a confidential manner.<br />

1.888.859.5388<br />

www.pavilionservices.com<br />

2


WHAT IS YOUR BUSINESS WORTH?<br />

The <strong>Business</strong> Valuation<br />

Buyers have deep pockets and are motivated. Now Value<br />

the <strong>Business</strong>.<br />

There will always be the buyers price, your price and the fair<br />

price. Knowing the fair value provides gut-level comfort and a<br />

huge advantage in this chaotic world.<br />

Some say a company is worth exactly what another person<br />

is willing to pay...or is it? How about the value of the assets?<br />

Or earnings and income? Is it the potential of the business?<br />

Or goodwill? Is it all or some of it? How do you arrive at that<br />

magic number fairly? More importantly, who can provide that<br />

assessment? An accountant? A lawyer? Your neighbour who<br />

sold his business? How can you be certain?<br />

Pavilion <strong>Business</strong> Services specialize in professional <strong>Business</strong><br />

<strong>Valuations</strong> that are based on the “current true market value”<br />

and based on over 21 different valuation methodologies.<br />

Pavilion offers the most comprehensive and accurate means<br />

to complete the task to assess the business “fair market<br />

value”.<br />

In addition, we utilize real time access to the following<br />

resources:<br />

4 Precedent database of completed transactions across<br />

North America that provide evidence to support the<br />

valuation.<br />

4 Real time access to the financial performance in each SIC<br />

or Industry sector to enable an independent “yard stick”<br />

for key performance indicators (KPI’s).<br />

Key Benefits of a Professional<br />

<strong>Business</strong> Valuation<br />

4<br />

RMA Ratio’s – The Risk Management Association<br />

provides a wide range of metrics that we use to assess<br />

the business and provide a “score card”.<br />

It is important to get a professional business valuation by a<br />

merger and acquisitions firm who are actively involved in the<br />

marketplace. Based on our experience, valuations conducted by<br />

others grossly over-estimate or under-estimate the value of the<br />

business.<br />

Pavilion is a professional M&A (merger and<br />

acquisitions) firm with the track record<br />

and expertise to not only put the “deal<br />

together”. Moreover, they will have the<br />

industry connections and marketing “know<br />

– how” to enable a satisfactory outcome<br />

with highest sale value and improved terms<br />

for the seller.<br />

The true indicator of a company’s success is measurable by<br />

a wide range of factors. One of the main components is the<br />

financial metrics of the business including the Profit and Loss<br />

statements and Balance Sheet performance.<br />

4<br />

<strong>To</strong>day, up to 80% of a firm’s value can be associated with<br />

intangible assets, such as brand, reputation, culture,<br />

customer satisfaction, human capital, risk management,<br />

R&D pipelines and a company’s trading license to operate.<br />

Our team works closely with you to assess the business<br />

“value drivers” that ultimately determine the Enterprise Value<br />

in the marketplace.<br />

It takes a team to put a successful deal together: an<br />

accounting firm, M&A advisors and a lawyer are all<br />

essential elements to achieve a profitable deal.<br />

3


WHAT ARE THE BENEFITS OF<br />

A BUSINESS VALUATION?<br />

<strong>Business</strong> Valuation Methods<br />

There are multiple methods when valuing a business that<br />

include valuing various components of your business,<br />

including good will, tangible and non-tangible assets, and<br />

management knowledge and commitment. A <strong>Business</strong><br />

Valuation is a valuable tool.<br />

If your valuation doesn’t consider all factors or if it uses<br />

inappropriate valuation methods, your business will be<br />

significantly undervalued.<br />

A business valuation should suit the needs of the directors<br />

and shareholder requirements. This is especially important<br />

in determining the true enterprise value. Many well meaning<br />

accounting firms provide advice that simply is incorrect and<br />

usually leads to an under-estimation of the business value.<br />

The standard practice by accountant is to rely on EBITA<br />

multipliers and these assumptions are simply incorrect. In<br />

the following pages, more details are provided to enlighten<br />

business owners on the options and considerations involved<br />

in the process.<br />

In many instances, business owners select the wrong firm<br />

to conduct their business valuation. Often accounting<br />

firms attempt this task and the result is an incorrect lower<br />

valuation than the business is actually worth on the open<br />

market.<br />

Accountants perform valuable services for their clients<br />

including bookkeeping, tax advice and year end submissions<br />

to the CRA. This does not qualify them for the task of<br />

determining “fair market value” for your business.<br />

4


BUSINESS VALUATION<br />

METHODS<br />

We offer market valuations to clients who are interested in<br />

determining the fair market value of their business. While<br />

there are a number of methodologies and techniques, they<br />

can typically be categorized into three core approaches:<br />

1. Asset based,<br />

2. Income based,<br />

3. Market Comparison based.<br />

When we conduct business valuations, a blended model<br />

is used based upon the appraiser’s judgment, assets in<br />

question, past and future cash flow capacities, as well as the<br />

depth and breadth of available financial, operational, and<br />

industry relevant data. All applicable methods used are then<br />

presented within the valuation package.<br />

ASSET BASED APPROACHES – The asset, or<br />

cost, approach considers the value of a business<br />

to be equivalent to the sum of its parts; or the<br />

replacement costs for this business. This is an<br />

objective view of a business. It can be effective<br />

in quantifying the fair market value of an entity’s<br />

tangible assets, as it adjusts for the replacement<br />

costs of existing, potentially deteriorating, assets.<br />

INCOME BASED APPROACHES – The income<br />

approach identifies the fair market value of a<br />

business by measuring the current value of<br />

projected future cash flows generated by the<br />

business in question. It is derived by multiplying<br />

cash flow of the company times an appropriate<br />

discount rate. In contrast, the asset based<br />

approaches are very objective. The income based<br />

approaches require the valuator to make subjective<br />

decisions about discount rates or capitalization.<br />

Many considerations and variables are measured<br />

to account for the specific contribution of primary<br />

value drivers in a business that result in influencing<br />

cash flow: revenue drivers, expense drivers,<br />

capital investment, etc. This method, which comes<br />

in several approaches, is useful as it identifies<br />

fundamental factors driving the value of a business.<br />

MARKET COMPARISON BASED APPROACHES –<br />

The Market Comparison approach to a business<br />

valuation is based upon current conditions<br />

amongst active business buyers, recent buy-sell<br />

transactions, and other fairly comparable business<br />

entities. Financial attributes of these comparable<br />

companies and the prices at which they have<br />

transferred can server as strong indicators of fair<br />

market value of the subject company.<br />

5


When a client engages our expertise to conduct a fair market<br />

business valuation, we view that business through numerous<br />

various approaches (all of which fall under the three<br />

primary methods) and then determine which of those are<br />

most applicable to that business and its type of operation,<br />

industry, history and future prospects.<br />

Many business owners think that a buyer should pay them<br />

the money they invested in the business, no matter what the<br />

business is generating in income and profits. Unfortunately,<br />

that’s also not the case.<br />

If you’re selling, knowing the value of your business will give<br />

you the confidence to ask for a fair price.<br />

Having an independent, up-to-date business valuation also<br />

allows you to identify areas of growth and make informed<br />

decisions about the future of your business.<br />

A calculation of value is NOT an appraisal because the<br />

appraiser is not coming to a “conclusion of value”, but<br />

merely a “calculation of value” based on a limited amount of<br />

investigation and due diligence.<br />

“Protect yourself from<br />

costly mistakes and<br />

blunders”<br />

<strong>Business</strong> <strong>Valuations</strong> are used for<br />

4 Strategic business planning<br />

4 Securing credit<br />

4 Negotiating a business purchase<br />

4 Partnership dissolution<br />

Fair Market Value<br />

Probable price at which a willing buyer will buy from a<br />

willing seller when:<br />

(1) both are unrelated,<br />

(2) know the relevant facts,<br />

(3) neither is under any compulsion to buy or sell,<br />

(4) all rights and benefit inherent in (or attributable to) the<br />

item must have been included in the transfer.<br />

FMV is generally the basis for tax assessment and court<br />

awards. Also called Fair Market Value.<br />

Asking Price Vs. Selling Price<br />

If the asking price is too high buyers may hesitate to even<br />

make an offer for the business. A high asking price may<br />

place the business outside the maximum price level of<br />

buyers looking for similar businesses, and those looking in<br />

that higher price range may see that the business does not<br />

warrant such a high price.<br />

The important factor to understand is that there isn’t one<br />

magic number that your company is worth. There is a variety<br />

of valuation methods used to determine the monetary<br />

assessment of a company. Each of these methods will<br />

provide a different figure and ultimately, the value of the<br />

company is what someone is willing to pay for it.<br />

Real World Criteria<br />

The value of a business is usually a function of its earnings,<br />

not its tangible assets. Depending upon the nature of the<br />

tangible assets, it is true that a buyer might be willing to pay<br />

more for a business with a lot of assets based on the idea<br />

that if all goes badly, the buyer can at least sell off the assets<br />

and recover some of the investment.<br />

4 Planning an exit strategy<br />

4 Settling legal disputes<br />

4 Marital dissolution<br />

4 Estate planning<br />

4 Management buy-out<br />

4 Raising working capital<br />

If you’re selling, knowing the true fair<br />

market value of your business will<br />

give you the confidence to establish<br />

and defend your asking price.<br />

6


Determining Value<br />

Determining the value of a business is both an art and<br />

a science, it’s a complex and painstaking process. Many<br />

factors have to be considered in valuing a business, such as<br />

future earnings potential, asset analysis, and environmental<br />

influences related to economic and industry conditions.<br />

<strong>To</strong> reflect the years of hard work in accumulating a business’s<br />

tangible and intangible assets, a business owner must use<br />

much more than tax returns and financial statements as the<br />

basis for the financial presentation of their business.<br />

<strong>Business</strong> Valuation Methods<br />

We are often asked by business owners to provide them with<br />

an idea of what their companies are worth. In our industry,<br />

this is called “ballparking,” and we refuse to do it because<br />

no one can tell you what your business is worth without<br />

conducting a thorough and complete evaluation.<br />

A related question that we also often hear is: What formula<br />

will you use when valuing my company? Again, at the<br />

outset, we can’t tell you that because we can’t make any<br />

assumptions about which methods will be best to use until<br />

we have done a business valuation on your company.<br />

Anyone who tells you in your first meeting with them that<br />

they either know your value or can tell you which formula<br />

they will use in valuing your business should be avoided. It is<br />

impossible to define that until the evaluation is complete.<br />

The Bare Facts...<br />

No formula can be devised that will be generally applicable<br />

to the multitude of different valuation issues.<br />

A sound valuation will be based upon all the relevant facts,<br />

but the elements of common sense, informed judgment<br />

and reasonableness must enter into the process of weighing<br />

those facts and determining their aggregate significance.<br />

In layman’s terms, this means that the valuation of a privately<br />

held company is ultimately very complicated because<br />

you have to take into account a wide variety of valuation<br />

methods in order to accurately determine value.<br />

The factors that must be examined when valuing a<br />

privately held company are:<br />

A<br />

B<br />

C<br />

D<br />

E<br />

The nature of the business and the history of the<br />

enterprise from its inception<br />

The economic outlook in general and the condition<br />

and outlook of the specific industry in particular<br />

The book value of the stock and the financial<br />

condition of the business<br />

The earning capacity of the company<br />

The dividend-paying capacity<br />

F<br />

G<br />

H<br />

Whether or not the enterprise has goodwill or other<br />

intangible value<br />

Sales of the stock and the size of the block of stock<br />

to be valued<br />

Key assets of the company including: inventory,<br />

equipment, real estate, patents, contracts, etc.<br />

7


The Art and Science of <strong>Valuations</strong><br />

As you can see, no one can tell you either what formula they<br />

will use to evaluate your company or what your business is<br />

worth in their initial meeting with you. If they do, chances are<br />

good that they are using the same valuation method on your<br />

business that they use on every company that they work<br />

with. Often these are industry-developed rules of thumb and<br />

not relevant or an accurate reflection of enterprise value.<br />

Sometimes rules-of-thumb can be accurate predictors of<br />

value. However, the danger in using this method alone is that<br />

it does not take into account anything that may be unique<br />

about your company.<br />

Using rules-of-thumb assumes that your business is exactly<br />

like every other company in your niche. In all likelihood, you<br />

have built a business that has specific distinctive features<br />

that could be key to your valuation.<br />

Nor is the rule-of-thumb value based on recast financial<br />

statements. Recasting is an accepted accounting practice<br />

that allows you to restate your historical financials to reflect<br />

your true profitability.<br />

Suffice to say, if you use a rule-of-thumb to define your<br />

value without recasting your financials, you will probably be<br />

undervaluing your company. This is just one of the common<br />

mistakes that many business owners make when selling their<br />

company.<br />

CAN TWO SIMPLE<br />

QUESTIONS DETERMINE<br />

THE VALUE OF YOUR<br />

COMPANY?<br />

As a business owner you should be really concerned about<br />

the value of your company; because your company is<br />

probably the most valuable asset you own.<br />

If your company is your biggest asset, you should want<br />

to grow it so it becomes even more valuable, with the<br />

eventual goal of building the asset to such a value that larger<br />

companies want to purchase it for a large sum, or you can<br />

take it public.<br />

While there are all types of questions and complex analyses<br />

that can be done to try to pinpoint the value of your<br />

business, your value can really be condensed into just two<br />

questions:<br />

1. How hard would your business be to replicate?<br />

2. Would anyone want to replicate your business?<br />

With regards to the first question, how hard would your<br />

business be to replicate, if your business is easy to replicate, it<br />

doesn’t have much value. Because - if others haven’t already<br />

replicated it, at some point they will. And doing so will<br />

dramatically reduce any profit margins you have.<br />

8


WHAT ARE SIX THINGS YOU<br />

CAN DO TO MAKE YOUR<br />

BUSINESS HARDER TO<br />

REPLICATE?<br />

PRODUCTS AND/OR SERVICES – Can you enhance<br />

your products and/or services so they have more<br />

advantages over competitors? And can you develop<br />

intellectual property to protect these advantages?<br />

(i.e. Patents, Trademarks)<br />

HUMAN RESOURCES – Can you improve the<br />

quality of your management team and employees<br />

through better hiring, training and corporate<br />

culture? Can you build an advisory board that gives<br />

you competitive advantage? Do you have complete<br />

HR packages, procedures, job descriptions,<br />

contracts, etc.?<br />

MARKETING – Can you develop unique marketing<br />

skill sets (e.g., salesmanship, online marketing)<br />

that give you a competitive advantage in your<br />

market? Can you forge exclusive partnerships, or<br />

gain a unique spokesperson that allows you to reap<br />

greater revenues and profits?<br />

LOCATION – Can you secure a physical location or<br />

website address that’s proprietary and gives you a<br />

unique ability to succeed?<br />

OPERATIONAL SYSTEMS – Can you build<br />

operational systems that allow you to outperform<br />

competitors? (i.e. ERP, CRM, automation, etc.)<br />

CUSTOMERS – Do you have or can you build<br />

unique customer retention strategies that influence<br />

customers to continue to buy from you and ignore<br />

your competitors?<br />

9


Know the truth or face the<br />

consequences<br />

THE SECOND QUESTION<br />

The second question that determines your value is whether<br />

anyone would want to replicate your business. While you<br />

might have great products, a uniquely skilled workforce and<br />

exclusive marketing partnerships, if your income statements<br />

and balance sheets are weak, then your value is limited.<br />

Being able to show strong revenue and profits, and<br />

continuous growth, adds tremendous value to your<br />

company.<br />

Now that you know the keys to building value, you need<br />

to go build it. Unfortunately this is easier said than done.<br />

The problem is this – most business owners focus on what’s<br />

easiest and/or right in front of them. As a result, much of<br />

their time is spent solving daily problems and getting new<br />

sales to try to hit their monthly numbers.<br />

<strong>Business</strong> owners need to better plan out their weeks,<br />

months and years. In these plans, they need to devote time<br />

to building those assets that make their businesses harder<br />

to replicate and more valuable, such as building systems<br />

to make the company run smoother, better training of<br />

employees, or forging marketing partnerships. Most of these<br />

business assets cost time and money to build, and bring in<br />

little value in the short-term. But in the longer-term, they<br />

allow your business to flourish.<br />

You need a valuation of your business, so that you know<br />

what it might sell for and what estimates of the taxes<br />

payable. <strong>Business</strong> owners tend to overstate the value of their<br />

businesses and are disappointed when they finally do their<br />

exit / succession work and find out their company is worth<br />

less than they thought and end up with a tax bill they didn’t<br />

expect.<br />

Most strategic and investment buyers have in-house<br />

business evaluators to ascertain the fair market value of<br />

your business, so completing a valuation in advance of the<br />

negotiation process provides a key advantage for the seller.<br />

Why Do You Need a <strong>Business</strong><br />

Valuation?<br />

Pavilion summary reports are usually between 30 and 50<br />

pages and are typically used for the following purposes:<br />

BUSINESS SALE OR PURCHASE – Our Value Report is ideal<br />

for the business seller or buyer. Suitable for lower to middle<br />

market businesses with typical revenues from $1M up to<br />

$500M. Our in-depth methodology exploits all of the key<br />

drivers of value.<br />

PARTNER BUY/SELL AGREEMENT – Our Value Conclusion<br />

Report forms the basis for the Partner Buyout, which satisfies<br />

most Buy/Sell Agreements.<br />

PARTNERSHIP DISSOLUTION – Our Value Conclusion<br />

Report or Calculation Report forms the basis for separating<br />

business assets.<br />

MARITAL DISSOLUTION AND SEPERATION OF BUSINESS<br />

ASSETS – Our Value Conclusion Report or Calculation Report<br />

forms the basis for the separation.<br />

ESTATE, GIFT OR TAX MATTERS – Our Value Conclusion<br />

Report forms the basis for the underlying agreement.<br />

<strong>To</strong> succeed in business, you need to think longer term. And<br />

each day you must continue to add value to your business.<br />

In doing so, your business will not only become the greatest<br />

asset you own, but an asset that larger, deep-pocketed<br />

companies desperately want to buy.<br />

10


WHAT DATA IS REQUIRED FOR<br />

A PROFESSIONAL BUSINESS<br />

VALUATION?<br />

Valuation Information Checklist<br />

Financial Information<br />

4 Five years of financial statements prepared by<br />

company’s accountant (including “notations”) i.e.<br />

Profit and Loss statements and Balance sheet<br />

4 Interim financial statements for current year<br />

4 Three years of Accounts Receivable and Accounts<br />

Payable listing and ageing<br />

4 Five years of revenue concentration by customer<br />

4 Fixed asset listing with estimated fair market value<br />

4 Debt obligations including terms and conditions<br />

4 Five years of financial forecast with model<br />

assumptions<br />

Corporate Information<br />

4 Ownership shareholding details<br />

4 Details of stock options plans or employee share<br />

purchase plans<br />

How We Work<br />

The Pavilion business valuation methodology uses up to<br />

20 valuation methods, including: Income approach, Market<br />

approach, Cost approach, Custom methods, Deal structure<br />

analysis, “What if” analysis, as well as numerous other<br />

valuation methods and financial tools.<br />

<strong>Business</strong> valuation is a complex task. If your valuation doesn’t<br />

consider all factors or if it uses inappropriate valuation<br />

methods, your business will be significantly undervalued.<br />

Pavilion can provide an unbiased business valuation. Leave<br />

your emotional baggage behind, be realistic and accept the<br />

valuation for what it is - a snapshot in time.<br />

Our in-house valuation specialists will work closely with you<br />

to ensure your financials represent the true value of your<br />

business.<br />

If you want to discover the true marketplace value for<br />

your enterprise, contact the specialists at Pavilion today at<br />

1-888-859-5388 for a confidential discussion.<br />

4 List of subsidiary or affiliate corporations and<br />

holding companies<br />

4 Three years of corporate income tax returns<br />

11


EXIT OR SUCCESSION PLANNING – Provides a<br />

basis for planning and assessing exit options.<br />

10 BENEFITS OF A<br />

PROFESSIONAL<br />

BUSINESS VALUATION<br />

Most business owners intuitively understand the importance<br />

of knowing the value of one’s business. However, many<br />

business owners do not know the current value of their<br />

business, which can represent a significant portion of their<br />

overall wealth.<br />

Obtaining an independent, professional business valuation<br />

is a critical step in wealth management and succession<br />

planning. However, there are many other reasons to have<br />

your business professionally valued.<br />

It’s important to make sure the valuation is built on a firm<br />

foundation that can withstand challenges. Finding the right<br />

company to value a business can make all the difference in<br />

obtaining an accurate and credible business valuation.<br />

Pavilion <strong>Business</strong> Services’ broad and unique expertise and<br />

experience results in the creation of very accurate, and<br />

defensible business valuation reports.<br />

Knowing the value of your business<br />

is just good business. It is important<br />

to get a professional business<br />

valuation, since owners may grossly<br />

overestimate or underestimate the<br />

value of their business<br />

WEALTH MANAGEMENT/ENHANCEMENT<br />

– Identifies key value drivers and provides a<br />

benchmark for measuring value enhancement.<br />

PRE-SALE PLANNING – Buyers will only pay<br />

top dollar for the most attractive businesses. A<br />

valuation can help the business become more<br />

liquid and more easily monetized.<br />

SALE OF BUSINESS TO THIRD PARTY – Used as<br />

a basis for negotiations with potential purchasers<br />

(e.g. determine asking price, assess unsolicited<br />

offer, etc.)<br />

INTERNAL TRANSFER OF BUSINESS – Establishes<br />

a price for a shareholder buy-out, management<br />

buy-out or employee share ownership plan.<br />

TAX AND ESTATE PLANNING – Provides support<br />

for the value being transferred and acts as<br />

insurance for potential disputes with CRA (e.g.<br />

estate freezes, reorganizations, related party<br />

transactions, etc.)<br />

LIFE INSURANCE COVERAGE – Provides support<br />

for amount of life insurance coverage to obtain (e.g.<br />

key person, fund buy-sell agreement, fund taxes on<br />

death, etc.)<br />

SHAREHOLDER DISPUTES – Can help avoid<br />

legal disputes over value (i.e. full disclosure to all<br />

shareholders)<br />

MATRIMONIAL SEPERATION – Provides support<br />

for value of the business to be included in net<br />

family property statement for the division of assets<br />

TRUSTEE/EXECUTOR PROTECTION – Protection<br />

against possible estate administration tax<br />

reassessments<br />

Since Pavilion also performs mergers & acquisitions services<br />

and business exit planning, they possess expertise and<br />

experience that most business valuation firms do not. This<br />

allows Pavilion to create very accurate, defensible and low<br />

cost business valuation reports.<br />

12


DEVELOP A STRATEGIC PLAN – A formal plan<br />

that presents measurable goals and milestones for<br />

the coming years will give your business credibility<br />

with long-term potential.<br />

10 VALUE DRIVERS TO<br />

SELL YOUR BUSINESS<br />

FOR THE HIGHEST PRICE<br />

Evaluate your company through the eyes of a buyer. Master<br />

these 10 value drivers and sell at the higher range of the<br />

multiples normally associated with your industry.<br />

Selling a business is a challenge. Entrepreneurs need<br />

to maximize value, tread carefully through a complex<br />

transaction, and deal with the emotional stress of handing<br />

over the business that they’ve nurtured over the years.<br />

Letting go isn’t easy. Planning and preparation for the sale<br />

transaction can take years, and entrepreneurs need to invest<br />

the time to get it right.<br />

SEEK ADVICE – you should work with an<br />

experienced outside advisor. Ideally, a M&A<br />

Specialist who can help you prepare your business<br />

for sale, a task that includes having an expert<br />

evaluation conducted. Selling your business is one<br />

of the most important moments of your life. As an<br />

entrepreneur, you need professional advice.<br />

FOCUS ON PROFITS – This is a given for all<br />

businesses, but it’s even truer when you are<br />

planning to sell. Analyze your processes and look<br />

for ways to increase efficiency, cut costs and control<br />

inventory. Brush up your marketing plan and work<br />

to create a diversified customer base that generates<br />

recurring revenue.<br />

CONTINUE TO INVEST AND IMPROVE – One of<br />

the biggest mistakes business owners make is to<br />

take their foot off the accelerator after deciding to<br />

exit. When you start taking less care of the facilities<br />

and process improvements or stop investing in new<br />

technology or equipment, you are reducing the<br />

future value of your company.<br />

CREATE REPEATABLE PROCESSES – Your<br />

business processes need to be repeatable and<br />

teachable. If your business can’t function without<br />

you, you will have a hard time finding a buyer. You<br />

need to train, motivate and empower your team.<br />

A strong, professional team adds value to the<br />

business – especially those with few tangible assets.<br />

STAND OUT FROM THE CROWD – In many ways,<br />

selling your company is a marketing challenge.<br />

That’s why it’s important to showcase to potential<br />

buyers whatever differentiates your product or<br />

service from the competition. Ask some long-term<br />

clients for testimonials.<br />

STRENGTHEN YOUR MANAGEMENT TEAM –<br />

Hiring a solid management team is vital to your<br />

succession plans. The single most important thing<br />

an owner can do to reach the highest sale price is to<br />

make it clear that the business is solid without the<br />

current CEO and owner.<br />

ENSURE CONTRACTS ARE IN WRITING – Having<br />

agreements with customers and suppliers in writing<br />

is an important task to provide assurance to buyers.<br />

After the transition to new ownership, continuity<br />

will not be jeopardized after the sale is complete. It<br />

also helps to ensure the highest possible sale price<br />

for the business.<br />

PREPARE DETAILED FINANCIAL REPORTS –<br />

Having up to date financial management accounts<br />

is critical to the sale process. The management<br />

accounts will come under intense scrutiny during<br />

the sales process. It is also vital to understand the<br />

company’s value drivers and the market values in<br />

advance of the transaction.<br />

ENSURE YOU HAVE DONE TAX PLANNING – It<br />

is vital to prepare your personal tax planning for<br />

shareholders to minimize the amount of tax paid<br />

to the CRA in a legitimate manner. While there are<br />

generous capital gains tax exemptions available,<br />

additional measures are needed to keep as much of<br />

the sale proceeds after the transaction is complete.<br />

13


Pavilion Fact Sheet<br />

Overview<br />

Pavilion <strong>Business</strong> Services is an independent Merger &<br />

Acquisitions (M&A) advisory firm operating and serving<br />

Canada’s small to mid-cap market. Pavilion provides<br />

specialized advice to management teams of publicly and<br />

privately-owned businesses. Pavilion’s team of experts<br />

are comprised of M&A Specialists, <strong>Business</strong> Consultants,<br />

Succession Planners, Valuation Experts and Marketing<br />

Specialists. Our team provides advisory<br />

services in the areas of:<br />

• Succession /<br />

exit planning<br />

• Mergers &<br />

acquisitions<br />

• Raising capital<br />

• <strong>Business</strong><br />

valuations<br />

• Corporate<br />

restructuring<br />

• <strong>Business</strong> growth strategies<br />

Pavilion specializes in working with companies and<br />

organizations with typically $2 million – $500 million in<br />

annual revenue.<br />

International Buyers<br />

Pavilion’s extensive networking partners allow us to provide<br />

business advice on an international scale with direct access<br />

to buyers and investors in over 120 countries. We work with<br />

professional equity, strategic buyers and investment firms<br />

from USA, Europe, Middle East, China and Australia.<br />

North America is increasingly being regarded as the<br />

preferred location for business investments. Established<br />

businesses with a solid cash flow are in huge demand from<br />

buyers around the world.<br />

Corporate Information<br />

• Serving clients across Canada<br />

• Attracting strategic and investment buyers across the<br />

globe<br />

• Financial analysis specialists<br />

• Access to domestic, national and international<br />

markets<br />

• Skilled and experienced negotiators<br />

Advantages of Working with a<br />

Merger & Acquisitions Advisor<br />

Pavilion has acted for many respected businesses to<br />

structure, negotiate and execute significant corporate<br />

financial transactions and has successfully completed<br />

numerous transactions in the mid-cap market space.<br />

The advantages of working with Pavilion include:<br />

• Access to objective advice, professional insight and<br />

judgment<br />

• A strategic partner that keeps your best interests in<br />

mind throughout the transaction<br />

• Essential market intelligence both locally, nationally<br />

and globally<br />

• The ability to maximize transaction value based on<br />

our experience and track record<br />

• Access to pre-qualified investors/buyers<br />

Philosophy<br />

The Pavilion management team instinctively know that<br />

great companies are built on the principle of doing the right<br />

thing each and every day, and treating business partners,<br />

customers, and employees honestly, fairly and with respect.<br />

KNOWLEDGE » INTEGRITY » RESULTS<br />

14


MISSION<br />

Our mission is to deliver exemplary personal service<br />

to enable our clients to achieve their goals.<br />

DIVESTITURE » SUCCESSION » EXIT PLANNING » SELL<br />

1.888.859.5388 | www.pavilionservices.com

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