Working through the due diligence process

Working through the due diligence process

Buying an online business is exciting. So exciting that it’s easy to get carried away and risk buying unwisely. The good news is that it’s easy to avoid that pitfall.

When you’re buying an online business, everyone advises you to ‘do the due diligence’. Of course you must, that’s obvious, but exactly how do you do it with an online business acquisition? Unlike real estate or bricks and mortar retail and service businesses, there’s usually very little property, equipment or inventory being acquired with the purchase. You are assessing predominantly non-physical assets – but that doesn’t mean they are too intangible to inspect, assess and value.

Depending on the complexity of the business and the size of the purchase transaction, this stage is likely to take at least two weeks and will probably be the longest part of the overall sale process. Patience and staying grounded in this phase will really pay off in the long run, and if you decide to go ahead with your acquisition then you can do so with the fullest confidence.

Where due diligence fits in

Due diligence is different from the buyer’s initial consideration of the business as an appealing target for acquisition, no matter how carefully that has been done. It is a thorough and methodical analysis.

The due diligence phase commences once you have made a purchase offer in a formal letter of interest and the offer has been accepted in principle by the seller. There will probably be some mutually agreed variations written into the final specific details of the sale contract as a result of what is discovered in the due diligence probing by the buyer.

This is unlikely to be because of any deceptive claims by the business owner. Rather, the buyer may discover some impediment to the transfer of software licensing, other third-party arrangements or credit card processing arrangements, just for example, which need to be addressed in the final Agreement.

Remember that before gaining access to all the details of the business financials and operational systems, including all the external agreements in place and the level of owner expertise and time needing to be invested on a continuing basis, the buyer will need to have paid a substantial deposit or even full settlement amount, as negotiated, which is refundable and held securely in escrow. This is because otherwise some parties claiming to be authentic prospective buyers are merely attempting to gain access to the business financials and processes.

So, now at this stage it’s time to work quickly and efficiently, but still highly systematically, through the due diligence process. Discussed below are the key aspects to consider.

Take qualified advice

If you have lots of experience in the area it will all seem straight-forward and intuitive. On the other hand if this is one of your first acquisitions, overall or in the particular niche, gain the assistance of a more experienced guide who can lead you through the more technical aspects. If this is a trusted colleague then that’s ideal. However, the services of paid buyers’ advocates/consultants are readily available and not all that expensive. Ensure that anyone guiding your due diligence and the decisions based on it have no vested interest in the sale going through. Be wary of advice from brokers who, no matter how ethical, have a vested interest in promoting the value of the business.

Traffic analysis

The seller’s claimed traffic statistics need to be verified. Genuine sellers will readily cooperate in providing access to Google Analytics (or equivalent) over the long term so that the buyer can ascertain how many visitors the site has, how long they stay, what they view and whether they generally view multiple pages. If they stay for a low duration (under one minute) then it may indicate that the content quality or the UX is low. If visitors generally traverse multiple pages then the content quality and the UX is indicated to be high. Check the conversion rates for whatever monetization strategies are in place, and most importantly look for any emerging trends. Cross-check the financials with the traffic. How much revenue is each unique visitor generating on average? Does this outcome correlate with what the business model predicates?

Be alert to the possibility of any paid traffic or sponsored links driving traffic to the business. That is not inherently bad, of course, but it is an expensive strategy and a significant problem if the expense has not been disclosed by the seller. Over-reliance on unsustainable traffic sources is actually the most common single concern encountered by new owners acquiring online businesses.

Financial records

Assessing the audited accounts of income and expenses for as long into the past as possible is essential. Ensure there are no hidden expenses, such as software licenses or other licensing and registration fees. Ascertain the investment of the current owner’s time and expertise and put a dollar amount on this if the owner is not being financially recorded as an ‘employee’ cost. Be highly alert to the costs of all outsourced work such as content writing and website maintenance and ensure these are being fully disclosed. Don’t rely only on previous years’ financial records. Be vigilant about what the income and expenses are right now. Look for any indications of plateauing or even downturn.

Get to know the seller

Your due diligence process can be a dream if you establish a good business relationship with the current owner. That doesn’t mean it will be a nightmare if you don’t, but certainly your due diligence won’t yield all the positive information that it potentially could.

In online business purchases it remains fairly unusual for the buyer to meet the seller or the seller’s agent in person; after all they may well be located worlds apart. However, it is good practice to establish the seller’s business profile, history and reputation. While somewhat subjective, using social media platforms such as LinkedIn provides a valuable means of background checking.  

An authentic seller will be confident in the business and will have genuine reasons for wanting to sell the business at the present time. The current owner will have a clear sense of how the business is performing and, just as importantly, trending. Additionally the vendor may well have ideas for the next stage development of the business which would be useful to the purchaser, even if the buyer decides not to follow that particular growth strategy pathway.

Sellers should always be open to detailed questions from a prospective buyer as a result of the due diligence process. It is sound, and increasingly common, practice for the seller or the seller’s agent to agree to a conference call discussion with the buyer, to respond to questions or concerns raised by the due diligence. It also enables alignment of the buyer’s and seller’s expectations of the transfer. No reasonable seller expects a buyer to part with hard-earned money just on the basis of the buyer’s enthusiasm and blind faith.   

Technical and other asset issues

Successful online businesses all rest on relatively sophisticated technical operations, with not only base platforms but also plugins and extensions. It is essential to audit these and ensure that every element of the platform has been paid for or licensed, and that these are to be transferred with the business. SaaS and software businesses, as well as e-Commerce sites, will be reliant on source codes and it is important to confirm that they are clean and also modifiable for the future.   

Other assets which must be transferred include all domain names, subscription lists, customer records, product images and all third-party contract and communication details.

Owner’s operational commitment

What time and effort commitment is being invested by the current owner and what is the cost value of this? The seller should be open and specific about the details of this investment. Is this within the buyer’s capacity of expertise and time availability to sustain, and if outsourced what will it cost?

Legal aspects

Obviously, it is essential to check that the seller legitimately owns the business, its domain names and the assets being transferred, including all third-party agreements. It is unlikely that a site which is legal and unrestricted in its source territory will be illegal or prohibitively restricted in other territories which the buyer considers targets for growth. However, it is always possible and should be checked.

After the due diligence period and before committing to the final Agreement to purchase, it is important that the purchase contract be checked by a qualified legal practitioner with particular experience in the online business environment.

It is important to ensure that the seller has entered into a non-compete agreement for a specified period of time, and that this agreement is enforceable.  

Final considerations

It’s vital to be ultra-careful that all trademarks, propriety branding and any third-party brand licensing agreements are fully transferring with the business acquisition. Ensure there are no undisclosed debts or unpaid liabilities of any kind. In this regard double-check that you have an overview of the refunds policy and the potential liabilities arising from customer claims and returns once you have assumed ownership.

It is always wise to build into the sale contract a holdback provision. This allows the buyer to retain a percentage of the final sale price, usually 10 to 20 percent, for 30 to 60 days after the transfer. The advantage of this is that unanticipated delayed costs which were not incurred by the new owner can be debited against the final payment. Additionally, the seller will be motivated to assist in the ironing out of any issues in the transition which could not reasonably have been anticipated by the buyer on the information available.

Provided the final payout funds are securely lodged in escrow, a reasonable and ethical seller is unlikely to resist this provision as part of the purchase agreement.

There can never be a 100% guarantee against an unfortunate purchase. However, following these clear due diligence steps will provide very strong protection against disappointment and any possibility of falling victim to deception.

Get started with Amazon FBA by buying a ready made store

Get started with Amazon FBA by buying a ready made store

In the world of e-commerce, one company reigns supreme: Amazon. The world’s largest online retailer is the most popular online marketplace for consumers to find just about everything. However, Amazon’s success isn’t down to only itself, but the many 3rd party sellers who use the marketplace to sell their own products.

Many of these 3rd party sellers use the Amazon FBA (Fulfilment by Amazon) service in order to capitalize on the Amazon customer base and distribution network. Amazon FBA makes it easy to manage an online store on the platform. While setting up an FBA store is a simple way to get into e-commerce, the beginning stages are always the hardest. For that reason, many entrepreneurs are interested in buying an Amazon FBA store.

Setting Up FBA

To set up an FBA store the first step is to create a seller account. Once you have a seller account you can start sourcing products to sell on your store. You can connect with suppliers to buy your product from and get it private labeled with your own brand. Once you have your product manufactured and branded to your liking then you can send it to the Amazon FBA warehouse and Amazon will ship your product to anyone that purchases it from your product page on the Amazon website.

Why You Should Consider Buying an Amazon FBA Store

FBA makes owning and running an e-commerce store easy. However, there are some upfront costs which can be high if you don’t have a good product. This is why many entrepreneurs choose to buy an FBA store instead.

Easier Start

The hardest part of running an FBA business is finding and sourcing a profitable product. Buying an FBA store removes this problem as the seller has already done the groundwork of sourcing an initial product and selling it on Amazon. For someone just starting out with FBA, this is a great way to learn the platform without wasting money on products that turn out to be busts.

Focus on Expanding

With the initial groundwork of sourcing a product, supplier and getting everything into the FBA store already done then you only need to focus on maintaining those established channels. With some steady profits already available then you can focus on expanding the store by enhancing marketing, launching a website, and adding additional products among other things.

Once you’ve decided that you wish to buy an established store then the best place to go would be Flippa.com. Flippa makes buying an FBA store a simple process. You can browse through their collection of FBA stores where you can analyze store niche, profit margins and sale price. Once you’ve identified a store that you wish the purchase, the customer service team at Flippa is available to help with the process and answer any questions.

If you’ve always wanted to get into e-commerce or FBA but were unsure about what you needed then now is the perfect time to buy an FBA store through Flippa.

Due diligence checklist

Due diligence checklist

Revenue, Cost, Profit Claims

Flippa can only verify the numbers claimed and request that all sellers add proof of revenue for all businesses generating a profit. 

Websites / Apps:
Read-only access or video walkthrough of revenue analytics, Admob, or eCommerce reports. Always ask for any analytics that may be associated with the account.

FBA:
Amazon Seller central video walkthrough or read-only access. Make sure to get proof of stock costs and shipping costs from the manufacturer. Look at every line item in the P&L and request for proof.

 

Verifying Ownership

Flippa verifies ownership of the main asset. However, if the listing has multiple assets we recommend that a full verification is done by the buyers.

Websites / Apps:
You can request read-only access to any analytics on the site or for other proof from the seller to verify ownership of the asset.

FBA:
Amazon Seller central video walkthrough or read-only access.

 

Monetization

Many online businesses will have more than one revenue source, so it is important to fully understand how the business is monetized.

Websites / Apps / FBA:
It is important to identify all the monetization methods an online business uses to make money. This can be done by making sure all revenue and cost amounts are equal to what’s claimed on Flippa. Once you have identified how the business is monetized, make sure you’re capable of performing those same tasks (such as posting affiliate links or stocking inventory), or can easily learn how.

 

Revenue Transferability

It is important to verify that all revenue can be swapped to a new owner, upon buying an asset. This is to make sure the business is still profitable upon taking ownership. Buyers should look over the terms of any third party accounts that are going to be transferred or created.

Websites:
Make sure that the revenue account can be transferred or that opening a new account is straightforward and easy. For example, AdSense accounts cannot be transferred, while PayPal accounts can easily be transferred.

Apps:
For in-app purchases, Advertising services like AdMob or ChartBoost can easily be swapped by placing your own ad IDs into the app. Many sellers can do this for you upon transfer. For in-app purchases, one just needs to take control of the app and change the payment destination.

FBA:
It is up to the buyer to make sure that the FBA account is transferrable. As a seller, you can make sure the business can be transferred by talking to Seller Central.

 

Tracking

Verifying traffic and analytic information is essential to making sure the business is performing as expected.

Websites:
While Flippa does show Google Analytics stats from the listing itself, we highly recommend getting the full picture by asking for Google Analytics “read-only” access.

Apps:
We recommend getting “read-only” access from the seller’s developer account to verify installs and revenue.

FBA:
We recommend getting “read-only” access to the seller central account to verify product sales and revenue.

Preparing to plan an exit

Preparing to plan an exit

Preparing to plan an exit from your online business? By following these guidelines below, you will have a much easier time selling your business while achieving the highest possible sale price.

Financials

When a buyer looks at your business for sale, the very first things they look at is the numbers driving the business. While keeping track of your financials is good business practice, during the sale process, it could mean significant differences in the final sale price. Going into details here is always better, for example tracking Sales/COGS by product, advertising (FB vs AdSense vs Other), salaries, VA costs, warehousing costs, and refunds to name a few.

A well kept and organized financial statement tells the buyer that the business has been maintained well and inspires confidence that the business can be carried forward successfully.

Analytics

Google Analytics data has always been sought after by Buyers as it gives them direct insight into multiple facets of the site’s performance. It is very common for the buyer to request read-only access to this when reviewing the business. Monitor this on a regular basis to ensure that there are no significant outages in the collection of this data.

Other measures such as keeping track of conversion rates, success rates on email campaigns, Domain Authority ratings, and in-cart upsells, adds to the impression of a well-organized business, likely leading to better offers to buy your business.

Accounts and Bank Details

Review all your accounts (social media accounts included) to ensure that all of them are set up with your companies email address and bank details. All too often they may be set up with personal email and payment details, which may complicate the transfer process to the New Buyer and delay the transfer process. Addressing this before the sale process will give you enough time to deal with any issues before they come up.

Documentation

Support timeframe, where the Buyer can have the Seller available to answer any questions related to running the business. These timeframes typically range from 1 week to 3 months of support (the latter typically for six-figure businesses). To minimize your time commitment in supporting the seller, try to get as much documented upfront before the sale.

Step back from the day to day work you do and start documenting all the processes you follow. This may include, how to add new articles or products onto the site, FAQ’s, how to manage marketing activities, affiliate management, and even how to track and manage Inventory. If you have staff that helps with the business document what they look for to make roles and responsibilities clear.

Make a list of all the important persons related to the business, VA’s, content writers, suppliers, shipping agents, account managers for any of your plugins, and influencers you may have used. This will help the buyer to self-serve most questions when they have a list of names and contact information for these key people.

Depending on the nature of your business, only some of the above may apply or there may be more. This is just a guide to help you think through the thing to expect when you are selling your business.

Keep in mind that the Buyer may not have the same skill set as you and having everything documented up front will widen the appeal of your business.

When is the Right Time to Sell?

Once you have all your ducks in a row, it’s time to start thinking about when you’re going to sell your business.

Before you give yourself an exact date on when you plan on selling your business, it’s extremely important to double down on your operations to try and grow the business as much as possible. A strong 3-month growth trend right before you sell your business creates a positive image that the business is going in the right direction. This is very attractive to potential buyers.

If you’re unable to spend extra time on your business, it is very important to at least maintain current operations and keep the revenue and traffic stable. Too often, sellers will plan to sell their business a few months out and then lose interest in growing the business, so the business starts to decline. When it comes time for them to sell, they realize that their valuations are much lower, compared to the ones they received several months earlier.

As we can see in the two graph, one shows a positive growth trend over the last 3 months while the other hasn’t made any revenue in over 5 months. The poorly timed exit example is extreme, but is an all too common scenario.

Finding the right time to sell your online business can be tricky, and some may have more time than others. Instances like focusing on your health, or selling the business before the introduction of a new family member, may require you to sell when it’s not convenient. While this isn’t ideal (from a valuation perspective), it is always important to sell at the time that is most appropriate for you.

Is There Anyone That Will Help Me Prepare My Business for Sale?

Yes there is. If you have a business generating over $1,000 in monthly profit, it may be worth your while to reach out to a broker. Most online business brokers will provide monthly plans for you to reach your targets and help you maximize your final valuation and sales price.

If this is something that may interest you, we have over a dozen partnered brokerages that specialize in helping online business owners sell their business.

You can read about how to value your business here.  

Transferring an Amazon FBA account

Transferring an Amazon FBA account

It’s no secret that Amazon doesn’t like talking about transferring Amazon FBA accounts. In fact, their terms of service technically do not allow FBA accounts to be transferred, but this hasn’t stopped people from being able to buy and sell their FBA businesses. Our goal at Flippa is to remove the barriers between buying and selling of all online businesses, including Amazon FBA businesses. In one of our more recent sales, we worked alongside Amazon Seller Central representatives and were able to capture the exact steps necessary to transfer an FBA business. Here are the steps to transfer an Amazon FBA business:

Step 1 – Update the Primary Email

The first step is to update the primary email of the account over to the new owner. This can be accomplished by going into your account settings and under the related links section, selecting “Login Settings”. Once you’re on the Login Settings page, you can edit the primary user email ID and password. It is recommended to discuss with the new owner which email they prefer using, and then setting the password (and making sure to write it down!). Now that a new email and password has been set, the new owner should be prompted with an email saying the account has been transferred to them. Now provide the login information to them, as they’ll need to finish out the rest before the transfer is complete. (Note: If you’re also transferring the email account, it is recommended to change the password and then give them the login information.)

Step 2 – Have New Owner Complete Tax Interview

Now that the new owner has control of the account, it is up to them to complete the tax interview. This is standard process when updating the business information of an FBA account. The tax interview can be found by going to account settings page and clicking “Legal Entity” within the Business Information section.

Step 3 – Update Bank & Credit Card Information

Once the tax interview is completed, the new owner will need to update both the “Deposit Methods” and the “Charge Methods” which can be found on the Account Settings page underneath the Payment Information section. Once these three items have been completed, the new owner will now have full control of the seller account! If you’re curious about the original contents of the email from Amazon Seller Central, here it is:

I would like to inform you that the seller of a particular account can provide all the authority over the account to someone else by simply updating the primary email address and re-taking the tax interview and updating the bank and credit card information of the other person to whom you would like to sell.   Kindly know that, to update the primary user email ID, all you have to do is go to account settings> Login settings (under ‘related links’) section. Once the page is opened, you can edit the primary email ID and the password. You can update the primary email ID section with that of the email ID of the person that you wish to sell to.   Secondly, ask the other person to go through the tax interview once again (tax interview is nothing but the initial process that you had to undergo to update the business name.. etc..) in the Legal entity link under the ‘Business information section in the account settings page.   Once the other person completes the tax information, he can go ahead and update the bank details and the credit card details in the ‘Deposit methods’ and the ‘Charge methods’ respectively under ‘Payment information’ section in the account settings page.   Once the other person completes all of this process, the account will be under the other person’s control with the bank, credit and email information all will be under the other person’s name.

It’s important to note that the transfer process may differ depending on the circumstances of each Amazon FBA business. It is always recommended to contact Amazon Seller Central before transferring ownership of an FBA business.

What sellers need to know about valuations

What sellers need to know about valuations

There is no shortage of motivated buyers on the lookout for great online businesses. While the stock market is highly volatile, there is increasing enthusiasm for investment or purchase of online businesses. So, the potential appetite for buying is enormous. However, by far the major brake on buyers committing to a final purchase decision is their uncertainty about pricing. There is little understanding of sound valuation principles and buyers are wary of what they see as pricing based on an arbitrary multiple of net profit. Not to put too fine a point on it, buyers believe that sellers generally over-value their businesses and they find it hard to define a reliable and objective valuation method. The outcome is that too often an enthusiastic and highly motivated buyer fails to follow through with a final purchase because of the understandable anxiety about paying more than the business is worth.

How to value an online business

Typically with an online business, there will be little or no inventory to value and only a very limited if any physical asset base. Accordingly, the business will generally be valued almost entirely on the projected profits, calculated on the basis of current and relatively recent past profits.

While there are various alternative techniques for valuing an online business, including the traffic valuation method for sites with high traffic as a business asset but with no or incomplete monetization, many of these methods are highly technical and yield disputable outcomes. They are often suitable only in highly specific situations, depending on a precise definition of the particular revenue model, current and projected OR you are the next Facebook which is highly unlikely.

For that reason, online businesses are almost always sold on a negotiated value based on an earnings multiple or a price to earnings ratio. While it is very common to define the ratio in terms of a multiple of average net monthly profit, it is simpler for most purposes to quote the ratio as a multiple of annual net profit. Using this basis, average asking price multiples have increased from 2.4 in 2010 to around 3.4 now (sourced from our good friends at Centurica), with final selling prices typically at around a 10% discount to the asking price. This suggests that generally speaking sellers who value their businesses realistically can expect to achieve a sale outcome within reasonable range of the asking price. But putting a realistic value on the business is complex and there is an understandable tendency of business owners to over-value their business.

The average net profit multiple varies markedly from one kind of online business to another and also depends greatly on the specific market niche. However, the absence of highly consistent profit ratios can cause buyers to be both surprised and sceptical about the valuation proposed by a vendor. On objective grounds SaaS and e-commerce businesses sell for a significantly higher profit multiple than content-based or media businesses, because of the higher reliability of recurring income in the former models and the generally much higher operational time demands in the latter cases.

As an example, a currently listed relatively small SaaS business (not on Flippa) with a claimed $55k net annual profit has an asking price of $250k, a hefty earnings multiple of 4.55. You would expect that ratio level to make any buyer hesitate. Let’s assume it doesn’t have rocket ship growth (doubtful because they are selling) a buyer simply will not pay that amount.

Vendors who are seeking to sell at an earnings multiple above the prevailing average need to factor in the understandable buyer nervousness and be sure that the audited income and expenses figures are going to stand up to serious interrogation. While there is never an absolutely guaranteed success in any investment decision very few buyers overall, and virtually none in the six and seven figure range, are interested in taking a wild gamble on getting value for money.

The valuation factors that buyers will weigh up

Because it goes without saying that buyers generally regard sellers’ asking prices as inflated, it’s important that the vendor has realistically priced the business having regard to all the considerations which the prospective buyer will be factoring in.

The income figures must be accurate and cover the duration of the business operation, including only those income streams which will fully transfer to the new owner with the sale. Gross and net income trends will be crucial to the buyer’s assessment. All expenses must be transparently declared in detail, including all payments made to service providers and suppliers of goods and expertise. It is vital to new owners that they will be able to maintain all of the necessary business operations within the same cost structure, or ideally achieve some savings where possible. Any outstanding expenses or other debts transferring with the business obviously must be declared.

Absolutely all operating expenses need to be disclosed, not disguised, by the seller and discoverable by the buyer. Often overlooked, the full value of any unpaid work which has been invested in the operation of the business will be accounted for in the buyer’s own valuation of the business. The predicted cost of the new owner’s time, and any specific technical expertise required, will significantly affect the buyer’s business valuation. It is absolutely essential to the prospective buyer to be able to rely on an honest declaration of the time and expertise required to manage the business, as the new owner will need to put a dollar value on this expense.

The prospective buyer will need to analyse all the financial indicator trends over the longest time frame for which the figures can be produced. Sources of customers and the cost of gaining them will be important factors for the buyer, as will the effects of any changes to attracting traffic such as Google algorithm changes or even penalties which may affect search traffic.

The buyer will need to assess how competitive the niche is and whether there are barriers to the entry of competitors, which raise the business valuation, or the likelihood of increased competition in the absence of any significant barriers to entry, which will lower the valuation. It is crucial to the buyer to ensure that any licences required are fully transferable, or readily obtainable by the new owner, and that any branding, trademarks or other unique advantages will transfer with the sale.

The seller needs to appraise the business through a buyer’s eyes

The seller will be keenly aware of the time, energy, money and vision which has brought the business to its current status and positioned it for a successful sale. Naturally the vendor wants to achieve the highest possible price. However, seller over-valuation is the prospective buyer’s biggest turn-off. It really enables the sale process if the current owner evaluates the business using the same valuation indicators that the buyer will be applying.

It is worth mentioning that some buyers will apply a discounted cash flow (DCF) measure in their valuation. This is a somewhat less relevant consideration in an era of low inflation as at present, but put simply the principle is that a dollar of profit now is worth more than a dollar will be in the future, so a formula is applied to compensate by lowering the notional future profit value, given that the buyer will be paying in advance the equivalent of some years of projected net profit.

The bottom line for the buyer is that the online business acquisition must be fully transferable, it must be sustainable, it must have scalability, and above all it must be purchased at a reasonable earnings multiple. While it is still relatively unusual for an online business to be bought using funds from an institutional lending source, lenders may place a ceiling on the multiple, determined by the actual business model and specific market niche.

Overall, to achieve a reasonable pool of potential buyers interested in undertaking onerous due diligence and finally negotiating a fair sale price, sellers need to keep their initial asking price close to buyer expectations. Avoid ambit claims with the view that eventually you will negotiate down. The process of carefully considering a purchase is time-consuming for the prospective buyer. The factors outlined above will determine where the buyer expectation sits in terms of an earnings multiple. There are so many variations in play that the ratios will vary between around 2 and 4. There would have to be exceptional circumstances taking a selling price outside this already wide range.

Know exactly why you have decided on your own seller valuation, and understand what the buyer will be factoring in. Your initial asking price should not be more than 10% higher than you believe on reasonable grounds the buyer will consider fair after all due diligence and consideration of all the factors covered here.

It is very clear that a reasonable seller valuation is always the key to a successful sale.