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The
importance of 'paper' in business valuation
The contents of your file
cabinets can radically affect the value of your business
When owners try to conduct a
do-it-yourself business valuation, their inventory of assets often
excludes the contents of their file cabinets, home to two significant
types of assets: contracts and proprietary lists.
Some contracts, such as
affiliation agreements, generate direct income, while others (e.g.,
advertising) might not generate income per se but contribute to profit
via cost savings. In addition, customer, subscription and other
specialized lists have value and should be considered in any valuation
of the business.
Non-compete covenants. Agreements
not to compete are unique in that their value lies not in adding to
income or cutting costs, but rather in protecting existing revenue
sources, cost savings or employment relationships. The importance of a
noncompete agreement generally fades over time as the new owner gains
goodwill. A valuator typically needs to account for the declining value
of a noncompete agreement on a year-by-year forecasted basis, totaling
the value of the savings or the value of the reduced loss of customers
for each year.
Sales or purchasing
contracts. If you sell a product or service at a higher price
to your contractual customers than to your non-contractual customers,
the contracts have measurable value. Similarly, if you contract to
purchase or lease a product or service at a lower price than you would
have to pay without the contract, the resulting savings also have value.
In acquisitions where a tax step-up is applicable, the value of such a
contract can usually be amortized over the length of the contract.
Employment contracts.
Certain employment contracts, especially those that bind key
employees to your company for a specified period of time, have
significant value and can be essential to the new company’s future
success. Valuation professionals base the value of such contracts on the
cost to replace that person plus the time required for the new person to
achieve the predecessor’s level of effectiveness. The valuator must
determine how much each function the key person performs contributes to
the value of the contract.
Specialized mailing lists.
Businesses often create highly specialized lists to advertise in
particular niches or markets. A valuator might determine the value of
such a list by a cost-to-replace approach or by an income approach based
on the incremental income generated. The valuator also will determine
how long the list took to create and how much research time the business
expends each year to update the list.
Customer lists. Customer
lists are even more valuable than specialized mailing lists. Not only do
they represent a quantifiable future revenue stream, they can be used as
referral sources for new customers. Listed customers may also be
valuable as potential advertisers or endorsers of the business’s
products and services. To determine how valuable a customer list is, a
valuator might conduct a historical study of customer retention to
derive an annual attrition rate. The list gains value the longer the
business is able to retain its customers.
Subscription lists. Some
businesses have subscription lists for their publications. Subscriber
lists have some of the same advantages as customer lists and have the
added advantage of potentially being sold or rented to other firms.
Generally, market data is available to help quantify typical prices paid
to rent or purchase such lists.
Value enhancement. Depending
on the nature of the company’s business, the worth of
"paper" assets can radically affect the ultimate value. The
fact that many business owners ignore or underestimate the contents of
their files reaffirms the importance of involving a qualified
professional and not settling for a home-grown valuation.
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