Valuing organic traffic can be tricky, whether you are looking at your own sites or looking to acquire a new one.
There is a tendency to regard organic traffic as ‘free’, in the sense that you are not paying for each visit, and so it’s often overlooked in budgets for digital marketing. In addition, organic traffic is often overstated or overestimated when sellers attempt to determine the value of their website.
In this article, I’ll give you a relatively easy way of assessing the monetary value of organic traffic.
The Basic Formula
In order to calculate the value of organic traffic, we’re going to use the following formula:
Estimated monthly value = Total monthly searches * CTR[Position] * Value per visit
To be clear, the terms we are talking about here are:
- Estimated Monthly Value is the total value created (per month) for a particular keyword.
- Total Monthly Searches is the monthly search volume of a particular keyword.
- CTR[Position] is the estimated click-through rate for a keyword, based on the current or target page rank.
- Value per visit is an estimated value per visit.
This seems pretty straightforward, right?
The only slight issue is that some of these terms can be a little difficult to calculate in themselves. So let’s go through them one at a time.
1. Total Monthly Searches
Calculating the average monthly searches for a keyword is probably the easiest part of this process, and if you are an experienced SEO marketer you likely already know how to do this.
There are two tools that can be used to do this: Google AdWords’ Keyword Planner, and the Ahrefs Keywords Explorer. The Google system is free, but won’t give you so much data. The Ahrefs tool costs $99 / month, but will give you a lot more detail.
Let’s assume you are using Google Adwords. The process is pretty simple: just tell the system which search terms you are interested in. The results will look something like this:
The data we are interested in here is in the “average monthly searches” column. As you can see, Google will only give you a range, rather than a specific number. Ahrefs will provide the actual number.
In any case, make a note of this number, and also the ‘suggested bid’ value, because we will use that in step 3.
Now we will calculate the click-through rate (CTR). A higher rank on Google will translate to a higher CTR, but up until now it was a little difficult to see the exact numbers.
Now, though, Advanced Web Ranking (and other rank trackers) has made a great tool that tracks search rankings versus the click-through rate (CTR). This tool will tell us what percentage of searchers are likely to click on our link, based on the position that the site achieves in the Google rank.
At this point, you’ll notice that the site that is ranked #1 will get a huge amount of the CTR for a particular keyword. In fact, for most keywords the top-ranked site will take 35% of the clicks, and an additional 31% on top of that if you have the featured snippet. (SEO a winner take most game.)
So let’s say that the site you are looking to acquire is #1 for a particular keyword. You know now the monthly search volume (from step 1) and the CTR.
Let’s say that the monthly search volume for your keyword is 14,000, and the CTR for the site’s position is 35%. We can put these into the equation we started with:
Estimated monthly value = 14,000 (Search volume) * 0.35 (CTR[#1]) * Value per visit
We’re getting there… But now comes the difficult part.
3. Value Per Visit
The value per visit is necessary in order to put a dollar value on organic traffic, but it can be tricky to calculate. In recent years, the best eCommerce platforms have started to calculate this figure for you, but in an acquisition you’ll have to calculate it by hand.
There are a couple of ways of doing that, but I’ll show you a simple one:
Take the figure that we saved from Step 1, the ‘suggested bid’. This is what Google thinks traffic is worth for your keyword, and it calculates this based on the money you would have paid to get those visits to your site.
As a result, this method only quantifies how much you would pay for a PPC campaign to get similar traffic to your website. But it does not ascribe any value to the actual revenue that you generate from it.
Still, this method has the advantage that the numbers are easy to obtain, so let’s run with it for now.
Let’s say that the suggested bid value for your keyword is $0.64.
Now we have everything we need to calculate the value of organic traffic for a site.
Putting It All Together
So let’s pull all these numbers together into the formula we started with. The original formula was:
Estimated month value = Total monthly searches * CTR[Position] * Value per visit
And now we know these numbers:
- Total monthly searches = 14,000
- CTR[Position] = 35%
- Value per visit = $0.64
So now do the math:
Estimated monthly value = 14,000 * 0.35 * $0.64
= $3,136 per month
The Bottom Line
Though we’ve done this process for just one keyword, it’s worth working through the math for a few different keywords in order to see which are most valuable, and give you the best ROI.
Once you’ve done that, it is fairly easy to work out if the money you are planning to spend on an acquisition is worth it. By comparing your investment with the value of the organic search traffic we’ve just calculated, you can see how many months it will take for you to make a return on your investment.
These days, many of the most popular companies across the globe are entirely web-based, meaning all of their products and services are offered over the internet. Like real estate in the real world, websites are now thought of as investment opportunities with the potential for their monetary worth to grow substantially over time.
The marketplace for website transactions is constantly growing, with both buyers and sellers looking to get in on the action. No matter what side of the trade you are involved with, you will want to be sure that the website up for sale is a valuable property with strong technology behind it.
In this article, we’ll discuss several software categories that matter most when buying or selling websites. Upgrading to new tools will show a commitment to growth and stability.
1. Cloud Hosting and Storage
Image courtesy of Hello2Hosting.com
Today’s website investor is only interested in properties that are hosted in the cloud. They don’t want to have to worry about setting up and maintaining their own servers or managing a data center. With the cloud, those responsibilities are outsourced to a hosting provider and paid for at monthly rates.
To show your website in its best light, it needs to be optimized for speed and performance. If not, the value of the website can sink due to the fact that visitors are unlikely to spend much time or money when pages don’t load reliably.
Different cloud hosts specialize in different types of websites. If your property is primarily a blogging enterprise, then it makes sense to use a platform like Kinsta, which was specifically designed to manage the WordPress content management system and provides support for migrating WordPress content across hosting solutions.
The bottom line is that, depending on your present hosting arrangement, an upgrade in this area may significantly drive the value of your website up.
2. SEO Optimization Software
Image Courtesy of TemplateTrip.com
Website buyers want assurance that the property they are investing in has a good reputation and looks strong in Google’s eyes. This is what makes search engine optimization (SEO) so critical before and during website sales. Though not cheap, options like a subscription to Ahrefs or SEMRush should be mandatory.
Poor or inattentive SEO will leave the website floundering on the second or third (or worse) page of search rankings, meaning fewer visitors will find it and – all together now – driving down the value. A new website owner may feel forced to spend more on advertising to try to attract users and that expense is coming out of the sale price. Strong SEO metrics does the exact opposite, acting almost like free marketing and making the site a more valuable asset.
In the early days of the internet, improving SEO was as simple as researching good keywords in the content for search engines to index. With the considerably stiffer competition these days, more expertise is required and upgrading to a pricey keyword tool can help reduce the time and increase the effectiveness of the process.
3. Marketing Tools
During negotiations of a website sale, often the most critical factor is the marketing performance and related metrics. Buyers want to see strong return on investment (ROI) and conversion rates, which track how often the content results in a desired action by a customer or visitor – we’re talking about clicks, purchases, or email list signups.
Third party tools like Sumo can help to strengthen marketing efforts and make websites more appealing in transactions. It’s important to show growth, as investors want to have confidence that any website they purchase is on an upward trend rather than flat-lining or dropping.
Website investors want to see modern, proactive strategies in place when it comes to marketing. Active email campaigns (which need their own tools to be done properly – MailChimp and Mailerlite are leading solutions), a strong social media presence, and content that includes video can make a property more valuable as it points to growth rather than decline.
4. Cybersecurity: Firewall, VPN, and Security Suite
Image Courtesy of LehighValleyChamber.org
Cybersecurity is no longer an esoteric topic reserved for high level computer science classes at the local university. The incredible growth rate of hacking attempts and successes has created an environment that forces any website owner to make security a priority or suffer the consequences. The bad news is that there isn’t much demand for a site that’s infected with viruses, malware, or has recently suffered a data breach.
The good news is that you don’t have to be a cybersecurity expert to put into place strategies that incorporate effective security software that make it harder for hackers to compromise the website. The three critical areas to pay attention to are firewalls, a virtual private network (VPN), and an anti-virus/anti-malware security suite. And don’t forget to install new updates as soon as they become available. The following is a quick review in case you’re not familiar with these security software tools.
Firewall: A firewall sets up a sort of perimeter defense that separates trusted from unknown traffic and filters out the latter. Actually, it does a lot more than that but here’s a quick rundown on why you want one.
Virtual Private Network: If the website collects or stores any sort of private data (and most do), recent GDPR regulations related to privacy make choosing a VPN any time you connect to the front or backend almost mandatory. The bottom line is that the encryption and IP address cloaking are an excellent defense against the rash of continuing data breaches.
Security Suite: There are a handful of effective choices in this part of the online security industry, any of which provide solid anti-virus and anti-malware protection. To choose not to use one is virtual website suicide. With the average small business site being probed by hackers 44 times per day, an infection is almost certain if you don’t take this precaution.
5. Customer Service Software
Acquiring new customers is a great way to grow an online business, but unless you keep those users happy, you will not build a valuable property. The goal should always be to retain current customers and find ways to boost their activity on your website. Poor customer service will hurt a company’s reputation. Nobody wants to buy into a bad service experience.
When it comes to online stores and service providers, customers expect fast, accurate answers to any questions or issues they encounter. A tool like Intercom helps to funnel all customer communication into a single stream so that you can manage it from a central location. Intercom offers real-time chat solutions that can be easily integrated with your existing platform.
6. Activity Tracking Tools
When a website if first put up for sale, potential buyers want to see fundamental data about past performance. If key metrics like unique visitors per month are not available, then it is very unlikely that a deal will be done. So before trying to sell any online properties, make sure to have an activity tracking solution in place. The further back it goes, the better.
Third-party tools like Crazy Egg take care of most of the grunt work. You simply add a few lines of code to your website and let it track all of your visitor activity, making it one of the easiest software upgrades on this list. Crazy Egg also leverages machine learning algorithms to automatically make suggestions on how to improve your website performance and retain more users.
The Bottom Line: Essential Software Upgrades
Websites can be great investment opportunities. It’s like a store that’s open for business 24/7/365. But in order to take full advantage of this business strategy, you have to understand what drives the price of a website up or down. As we’ve just discussed, some factors include marketing performance, SEO metrics, and customer service reputation.
Like a house flipper, you want to seek out opportunities to boost a website’s value in a hurry. Upgrading the software behind a website can prove to potential buyers that there are significant growth opportunities. You don’t need to find the next Amazon or Netflix in order to make a nice profit on a website sale; you simply need to identify a property with high potential and strong marketing fundamentals.
When you list a website with the intention of selling it, a major concern for you is receiving bids that don’t truly reflect the value of the website. While it is normal practice for buyers to try and bargain for a price that is lower than the actual value of the product, a website with top value will eventually get sold on the higher end of the valuation spectrum.
If you plan on selling your website or blog, your principal objective should be ensuring that it is sold for the highest price possible.
Here are a few ways to improve the value of your website for prospective buyers:
Create Good Content for Your Website
If you want your website to be highly valued, you must invest in creating good content that will be both engaging and compelling. The expression, “content is king”, still remains relevant today since the content is the principal component that determines the success of a website or blog.
Regardless of the type of web business you intend to sell, whether it is a blog, a web application, or a service website, one way you’re guaranteed to increase its value is by adding relevant content that will actually be useful to internet visitors
Good content also increases search engine visibility and ensures that your web platform is highly placed on SERPs. If you’re unable to create the content yourself, you can simply hire an expert from freelance websites like Upwork Freelancer, and Peopleperhour that will handle the whole process for you.
The costs of content writing services are actually quite affordable due to the proliferation of freelance websites. On average, you can spend between $10 to $20 for a 500-word article, though articles of very high quality go for premium rates that reach up to $80 each.
One aspect of content creation you must also focus on is the proper use of clickbait titles. This practice helps drive loads of traffic to a website; hence, properly implementing its use will certainly increase the value of your website.
Establish Multiple Sources of Traffic
The amount of traffic a website receives is one of the key parameters used to determine its value, which is why sites with impressive traffic often get sold for lots of money. This is because traffic has a direct influence on revenue generation. In e-commerce sites, high traffic ultimately transforms into high conversion rate, which leads to an increase in sales. For blogs, traffic indirectly leads to the generation of revenue by various marketing and advertising mediums; hence, if the blog you’re selling has lots of traffic, then it is bound to be highly valuable.
If a website, however, doesn’t have much traffic yet, its value can still be raised by establishing multiple sources and channels that will bring in the desired traffic with little effort. Buyers looking to buy websites with huge potentials often look for those that already have traffic generation mechanisms in place. Whether it is setting up one or multiple active social media channels or having SEO tools in place on the web platform, you must ensure that your listed website has a traffic source that can be exploited to bring in web visitors.
Engage in Lots of Link-Building to Increase Backlinks Value
The value of a website can also be gauged by assessing the ease with which it ranks on the first page of Google’s result pages for specific keywords. This is usually done using the popular Moz metric, Domain Authority.
If the website you wish to sell has little or no inbound links pointing to it, then there is a good chance that its domain authority value will be low. Buyers who have a broad knowledge of SEO understand why it is important for a website to have a respectable DA value. Even if the website doesn’t receive much traffic, its high DA value still guarantees top placement of well-written content on result pages of the search engine giant, Google.
One proven method that is used to increase the DA of a website is link-building. By having numerous links from very reputable websites or blogs point to your website’s URL, you automatically increase its reputation and thus, boost its DA value considerably.
It may take some time for the effects of the link-building process to be noticed, but most often times, increase in DA value can be seen within a few weeks.
When engaging in link-building practices for your website, you should only ensure that white-hat techniques like guest posting, blog commenting, and defective link replacement is used to acquire links.
Guest posting remains the most effective link building method to date. As the name suggests, it is the process of crafting an article or blog post for a reputable website. Though the primary purpose of engaging in this practice is to inform and educate the site’s audience, you can also benefit from writing the content by inserting a link that points back to your site.
To begin guest posting, all you have to do is send outreach emails to multiple websites that belong to your site’s niche and ask kindly if they would like you to contribute with an article or a post. Doing this increases your chances of scoring very good link-building opportunities for your website.
Using any link-building method frowned upon by Google may lead to your website being at the receiving end of a penalty, which will only harm your DA value even more.
Make the Website Highly Responsive
Before listing a website, you should ensure that the site isn’t lacking in the area of website responsiveness. With mobile devices now accounting for nearly half of internet visits, responsiveness is a website quality that is simply non-negotiable. Buyers now also know the value of having a website that is optimized for mobile access, which is why it has become one of the principal components of the Flippa checklist.
If your website’s mobile display is very poor though, the chance of it being purchased drops drastically. Not only does Google prioritizes mobile-friendly sites when ranking web platforms, sites that are highly responsive are also likely to have and retain more traffic than those that are unappealing to mobile visitors.
Change Your Website’s Domain Name…When Applicable
There are times when a strategic domain name may be the factor that seals the deal on a website purchase. So you must not discard the idea of changing your website’s domain name when you want to sell it.
Unless the revenue generated by your website is attractive enough to bring in bids from buyers, the option of upgrading to a domain name that is commercially viable is always open. A catchy domain name can be a defining factor that compels a hesitant buyer to make a purchase; so do not just see it as expenditure but as an investment.
Improve Revenue Generation
Since generating revenue is the main goal of a website, listing a website that has consistently made lots of money is certainly going to see many buyers show interest. Website buyers, however, prefer the plug and play model when it comes to revenue generation, and many will turn down the chance to purchase a promising site in favor of a site that consistently rakes in money.
Depending on what the focus of your site is, you can improve its revenue generation with a little hard work and dedication. One way to boost your site’s revenue is by marketing affiliate products to visitors. Other revenue generation channels are ads, e-commerce, and sponsored content.
Study your website well and choose a revenue generation channel that will be perfect for it. You can also apply two or more channels together to further maximize the traffic your site receives and earn more money.
While you have the right to ascribe any value to your listed website, you must understand that buyers’ valuations are based on applicable factors that they can assess themselves. These steps may take some time to establish, but the end result can be well worth it if you want your website to meet and surpass these valuations, which is why upgrading it to its highest capacity is the best option for you.
We continuously listen to our buyers and sellers and your feedback is really important to us. As a result, we have some great news to share with our customer base. Now on Flippa, business owners can upload a Profit And Loss Statement (P&L), and Evidence of Revenue when building their listing.. While these fields are options we know that buyers are highly unlikely to consider a business that doesn’t have clear evidence of revenue and up-to-date financial records. e strongly encourage all business owners to spend the time to upload these verification sources.. You can download a free P&L template here or better yet use cloud-based accounting software like Xero or Quickbooks Online.
Why do I need to do this?
Flippa will not be able to match or market you to buyers without at least having a P&L or evidence of your business performance. This means that you will not be connected by Flippa, with buyers whose interests your business matches. This can make the sale time of your business a little longer.
The appeal to buyers
Critically, buyers want to see evidence of your business performance up front. Buyers are not inclined to inquire and ask for financials if they aren’t obvious. Business financials are considered to be basic and essential information that should be immediately visible when looking at your listing. Buyers are interested in profits and expect verifiable financial claims.
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.
Most people get a thrill out of buying a business whether it be to expand their existing empires or as a stand-alone operation. Thrills aside it’s an investment so like any other, whether real estate, shares or traditional business, it is never totally risk-free. That said, our experience says it’s unwise to be tentative and overly risk-averse. Instead, go for the business you want and offer to buy the business on ‘creative terms’.
So, you have finally settled on an online business you’re really interested in acquiring. You’ve done your due diligence, meticulously analysed the net profit figures, and thought through the rightness of the ‘fit’. It all seems good and you’re ready to go ahead. Now it’s a matter of negotiating and deal structuring. This is the most critical part. How many times have you seen institutional investments and acquisitions go wrong? Even the most seasoned make mistakes so while it’s a time for excitement it’s not a time to become overly emotionally-invested in the acquisition. Be crystal clear on the value you are placing on the business…this should be on the basis of its analysed profitability and potential.
Get to know the seller
Good negotiation produces a win-win settlement in which both you and the seller come away with what you need. Understanding what the seller wants, including the reasons for selling at the present time, the seller’s valuation and reasons underpinning it, and the payment timeline wanted by the seller, are all critical to your effective negotiation.
Building trust with the seller is vital. Assuming you are acquiring an established business with a record of profitability and on a growth trajectory (and, if not, why are you buying it?), then the seller will have authentic reasons for the sale which are important to understand. Assuming, also, that you are looking at a high six or seven-figure purchase price, then the way the deal is structured is vitally important to its success and you should go to the negotiating table fully understanding what you want to achieve.
For obvious reasons it will almost certainly be in your interests to negotiate only a partial up-front payment. It would be unusual for a seller to agree to a 40% delayed payment, but withholding up to 30% until an agreed final settlement date is common. This is technically a form of balloon payment ‘loan’ as the seller continues their equity investment during an agreed period, characteristically only a few months, during which the seller continues to provide expertise, advice and training. It also enables testing of external relationships and links on which the business depends and which are supposedly being transferred with the business.
The Earn-out Agreement
A more complex form of temporary ‘seller retained equity’ is an Earn-out agreement. For substantial businesses with a high six-figure or higher purchase price, this form of arrangement may be essential to negotiate. (Ongoing seller retained equity arrangements are different altogether and are used to enable a mutually desired continued involvement of the seller in the business over the long term.)
So, what is an Earn-out and how does it work? Essentially it involves a partial upfront payment at the time of transfer to the buyer. The proportion of upfront compared to delayed payment is subject to negotiation, but around 70% is a general guide. The remaining 30% is then paid in instalments according to negotiated performance criteria such as achieving the seller’s predicted milestones, or minimum monthly profit projections.
To illustrate with a simplified example. You have agreed to purchase an online business for $300,000, based on an audited net profit averaging $10,000 per month. In real terms the monthly profit figure could be seasonal rather than regular, and this would be factored in to the agreement. But for simplicity here let’s assume a regular monthly net profit. It has been agreed that the upfront settlement payment will be $210,000. The remaining $90,000 will be settled on the basis that each month $15,000 will be paid, but entirely contingent on achieving the projected $10,000 net profit in that month. There are any number of possible intricacies, such as no payment being made in a ‘shortfall month’ or more commonly payment on a sliding scale reflecting the percentage of the projected profit actually attained. This entails a higher repayment in a higher performance month.
This may sound complex, particularly if we factor in that the total purchase amount in this scenario could be finalised earlier or later than the approximately 6-months timeframe envisaged for the Earn-out period in the situation described above. In a nifty variation on this approach, some Earn-out agreements fix the time frame itself rather than the instalment amounts, with the effect that if the business fails to perform fully to expectations the final price paid is somewhat lower than initially envisaged and conversely if it performs better then the buyer finally pays a little more in total than initially anticipated. Few buyers would be concerned about this as it is a win-win situation all-round.
Given the complexity of the Earn-out detail to be negotiated, why do it? The advantages for the buyer are immense. Firstly, the obvious one of delaying full payment and the interest costs of investing 100% from settlement day. But more important is securing the self-interest of the seller in actively ensuring that all goes to plan, the projections are achieved or exceeded, and there is a smoothing of any potential bumps created in the transition process while migrating service provider accounts and supplier and client relationships.
While a six-figure or higher business acquisition will always involve a legally binding agreement, at the end of the day if there has been a 100% purchase payment made at the time of transfer then it will be close to impossible in practice to achieve compensation for any shortfall in predicted performance or for any unanticipated hurdles in migrating accounts. Retaining a proportion of the final payout figure provides real leverage to engage the interest of the seller in ensuring the smoothest transition. Leverage beats lawyers hands down.
Finally, honest relationships are the key to success. If the seller won’t agree to an Earn-out provision find out why. There may be a compelling reason for the seller’s position. If so, then that loss of leverage at the very least justifies you offering a somewhat lower purchase amount to offset the downside of settling in full at the time of transfer.
Negotiation needn’t be stressful. It’s a matter of understanding the seller, while remaining crystal clear about your own needs as a potential buyer.