Value Blog

Last post I talked about Personal Goodwill.  A name can create Goodwill for a business.  Whether that the goodwill is personal or enterprise, depends upon the circumstances of each business.

When people start their own businesses, many decide to incorporate their name into the business for all sorts of reasons.  It can make it easier to go sell and generate new business when you are selling yourself and the business as one.  For some people there is a little bit of ego involved.  For others it is a way to capitalize on their person reputations.

While these are all valid reasons to use your name in the business name, you should consider using a name the will belong to the business to build the most value.

Branding a business can be difficult because it requires that you work to market the business separate from the owner.  There are times when an owner or manager’s presence is so strong that it becomes difficult to separate the brand name from the key person.  Just look at Apple Computers and Steve Jobs.  When he announced taking a indefinite leave of absence in January, Apple’s stock went down in value.  However, in order to keep the value in the business, Apple will have to prove that the company has the ability to keep generating profits without Steve Jobs.

Likewise, business owners who understand that making themselves dispensable to the business is the best way to build value.  A business that has profits has value to the owner and potential value in the hands of others.  It is the ability to transfer the assets, including goodwill, that generates value in the hands of others.

So while it may be tempting to name your business Smith Manufacturing or Jones Consulting, consider how the name will impact the businesses ability to survive you and be passed on to others.

If you have questions about this or other valuation matters, please contact me.

©2011 Florida Business Valuation Group

The questions was posed to me recently whether a business would sell for more if the owner sold it before he moved away. The owner plays an active role in the business.

The answer, which seemed obvious to me, may not be so obvious: Yes, the owner should sell it while he is still active and available to ensure an orderly and smooth transition to the buyer.

An orderly transition is usually worth something to a buyer. A buyer will be taking over the business with the expectation of being able to continue operating (and generating income) from the business. To the extent that the seller can transfer his/her knowledge to the buyer, the more likely it is that the business operations will transfer smoothly.

If the business is sold without the owner (or a competent manager) in place, the new owner will have to figure things out. Information about key vendor relationships may not be documented. Nuances about customer preferences may not be written down. Even information about employee policies may not be documented adequately.  If the business “operations” are not transferred, the buyer is merely buying the assets of the business.

How a business runs is what enables it to produced cash flow – and cash flow translates to value (and selling price).  Usually, the better the quality of operational information that transfers, the smoother the transition.  Bottom line: successions plans, which include an orderly transition in a sale, add value to a business.  If you know you will be retiring, relocating or otherwise leaving the business, consider making sure that you allow time to sell/transfer the business so that you can be to ensure a transition to maximize the selling price.

If you have questions about this or other valuation matters, please contact me.

©2011 Florida Business Valuation Group

When I write posts, I try to answer questions that are asked of me about valuation.  Sometimes the questions are direct and sometimes I answer the questions that should have been asked.  This is one of the questions that should have been asked.

What is Personal Goodwill?  It is the intangible value associated with the reputation of a person, rather than of the business (usually referred to as Enterprise Goodwill).  Personal Goodwill is most often an issue in divorce cases, but it can be an issue in all valuations, taking the form of a Key Person Discount.  Personal Goodwill can be attributed to a shareholder or an employee.

Personal Goodwill is easily observed in professional practices.  This reputation may result from the person’s manner, his or her technical skills or some other personal attribute.  The personal reputation of a doctor or lawyer is often obvious.

It may be harder to see in other businesses.  For example, in a manufacturing company, the key sales person is able to sell twice as much as any other sales person because she has developed a reputation in the industry for knowing what her customers need and making sure that they order based on those needs.  While the brand reputation of the product she sells, the timely delivery of the product, and the service department reliability are part of Enterprise Goodwill, her personal reputation and resulting profit generated from the additional sales she is able to make above and beyond other sales people in the organization may be attributable to Personal Goodwill. This is the case if the value she brings to the business resulting from the additional sales is greater than the additional commissions she receives.

So how do you distinguish between Personal Goodwill and Enterprise Goodwill?  The easy answer is to project what would happen to the business if the key person left?  Would the company be able to continue generating the same level of revenue and profits?  Could a replacement be hired?

So why does this matter? In valuing a business, the value is just that: the value of the business.  If the business has not entered into contracts to retain personal goodwill , it does not belong to it and is usually not included in value.  (Divorce law varies by state and is beyond the scope of this post.)

However, in valuations that are not for divorce, Personal Goodwill takes the form of a Key Person Discount, which reduces the value of the company for the economic impact of a key person leaving.  As a business owner, there are ways to minimize the impact of Personal Goodwill on the value of a business through various types of contracts with key employees.

Employment contracts can tie an employee to a company for a period of time, maximizing the company’s ability to profit from the relationship.  An employment agreement can also limit an employee’s ability to compete with the company once he or she leaves.  An employment law attorney can assist you in drafting an agreement to safeguard your company to the fullest extent allowable by the law, minimizing the impact of a key employee on the value of the company.

As a business owner, the objective is to increase the value of a company.  Understanding how the reputation of a company and its employees impacts value is a step to safeguarding the value created by Goodwill.

If you have questions about this or other valuation matters, please contact me.

©2011 Florida Business Valuation Group