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Podcast: How Businesses Can Drive Value During Ownership Transition with Shina Culberson

How Businesses Can Drive Value During Ownership Transition with Shina Culberson

There will come a time for business owners to start to entertain the idea of ownership transition. In one way or another, they will have to transfer their businesses to the hands of other owners, carrying over not only the business itself but the employees as well. Shina Culberson, chartered financial analyst of Quist Valuation, talks about the processes of valuation and how businesses can drive value. She covers the importance of creating a culture of innovation among employees starting with the customer mind rate. Sharing as well how they lower the barriers of entry to valuation, Shina provides some actionable and deliverable information to business owners as she shares her business journey.

Appraising a cannabis business is one of the most thought-provoking valuations that are currently being performed. We pulled together experts in this area for a round-table discussion on this industry and what we see in the future.

Our panel is made up of Quist Valuation seasoned professionals:

  • Anas Elmadhun, Senior Financial Analyst
  • Brian Van Pelt, Financial Analyst
  • Victoria Hall, Corporate Business Development

In the first part of our detailed conversation, we talk about the challenges of valuing businesses in the cannabis industry. In part two, we’ll delve deeper into the future of valuing cannabis businesses.

What challenges have you faced so far in appraising a cannabis business, and how are they different from issues with other industries?

Economies of scale and the geographic reach of cannabis

Understanding the laws and how they affect the cannabis industry in individual markets or states is critical. In most jurisdictions, laws dictate the size and scope of the market available. That is not the case in most traditional businesses.

For example, if a company operates a cannabis business and sells a product in Canada, there is an opportunity to grow. If a company operates a cannabis business in Colorado, the company is limited to business only in the state of Colorado. The potential for growth in the business is a large factor in a business valuation.

Recreational cannabis vs. medicinal.

In the United States, recreational versus medicinal marijuana is a matter of state law as well as an individual area of business. An operator needs a separate license for each respective category. Each category has different characteristics, including different target markets, regulations, and profitability.

Each organization must understand their industry-specific issues. Success relies on the presence of management expertise and their overall industry knowledge. Because the market is so new and still evolving, it’s critical that management stays ahead of the changes.

Competition within legal cannabis

Colorado cannabis market is more mature and commoditized. This is due to the lack of restrictions on issuing licenses. In other states where cannabis is legal, licensing authorities put more restrictions on growers and on how many businesses can operate in the state. These restrictions affect valuations differently, depending upon the state.

In contrast, in Canada cannabis operators can only sell 50% of their product on the open market and the rest of the product is sold to the government. In some provinces in Canada, 100% of the product is sold to the government who control the margins. In most businesses, legislation does not determine the end customer.  Markets are open.

Market availability and potential growth are factors when determining the value of a business.

Financials within cannabis companies

Financial information is difficult to evaluate when valuing a cannabis business, particularly in the U.S. Availability and credibility of financial and operational data hinders appraiser’s ability to look at the cannabis business objectively.

The disparity between U.S. federal and state laws have resulted in cannabis companies not having access to traditional banking services. This lack of institutional support for any stage cannabis businesses makes tracking transactions difficult.

cannabis businessFor an early-stage cannabis company, vetting projections, risks and calculating capacity becomes a big challenge. A lack of observable market metrics, transactions, and guidelines in public companies’ information precludes investors from looking at cannabis companies using a more traditional approach.

Decisions to invest in cannabis are not easily made. The limited operating history of the cannabis companies and investors ability to gauge operating costs give investors pause.

Your cannabis company’s management team

A seasoned team and experienced growers in place and knowing specifics about cannabis operation are the keys. It’s also important to stay aware of regulations like IRC 280E of the U.S. Tax Code. Cannabis growers and retailers in the United States pay a very high effective tax rate because the IRC 280E limits normal business deductions. Keeping up-to-date with changing licensing requirements and approvals is also a function of an experienced management team.

Valuations often involve competitive benchmarking, but because the cannabis industry is new, how do you overcome this challenge?

As with any new business or industry, understanding the stage of business and company’s risk profile as it relates to an investment and applying a discount rate adjustment for cannabis specific factors such as licenses, leases, and management is our primary valuation approach.

The cannabis industry is compared to highly regulated industries, like the pharmaceutical industry that requires an FDA approval for its products. But we also see regulatory environments changing and more states on the path to legalize medical and recreational marijuana. As the industry matures, we are hopeful that competitive benchmarking becomes a standard.

In part 2 of our series on valuing cannabis businesses, we’ll talk about what the future might bring to valuing cannabis businesses.

Have questions about valuing of your cannabis business? Quist Valuation can help. Let’s set a time for a free 30-minute consultation. We can discuss the specifics of your business and identify the next steps needed to assess the value of your company.

Schedule your free 30-minute consultation here.  

When Ken, a successful Colorado business owner, decided to exit his company he wasn’t sure what the options were, nor where to get direction. As he started to make these life-altering decisions, he and his wife were operating out of fear. They had a lot of unanswered questions. The biggest being “What’s the actual value of our business?” They tried some online options that based their worth on financials only. The great team and culture he had built and the extensively documented procedures didn’t factor into the final dollar amount.

Thus, Ken ended up leaving a lot of money on the table.

Get What You’re Worth 

If you are planning to exit your business, don’t let Ken’s scenario happen to you. Instead, make sure to learn the many factors that go into the valuation of your company. Doing the grunt work up front will get you the results you desire later.

First of all, there are many steps you can take to prepare for a transition or sale. Most important is a business valuation. An accurate analysis of your company’s worth will help you determine what steps are needed to reach financial security.

With a professional business valuation, you can expect a review and assessment in a wide range of business elements. The top three common criteria, include:

  1. Financials – A professional will start with your base metrics. It’ll include a review of your company and industry data, historical balance sheet, and income statement analysis. Make sure they consider your financial ratios and trend lines too.
  2. Comparisons – Next, there will be an assessment of companies similar to yours. They may be publicly traded or privately held with the same number of years in business, market penetration, and geographic location. Some professional valuators, like Quist, include merger and acquisition data and proprietary data acquired over 35 years for the current multiples of revenue and EBITDA.
  3. Forward Metrics – Lastly, there will be a deep dive into your forward metrics such as revenue growth and projected cash flow streams along with a risk-adjusted discount rate.

Understanding the significance of these metrics can be overwhelming. So, make sure you work with an experienced team of analysts. Together, they can help you bridge real-world realities with advanced valuation theory. It’s their job to break the data down into easy-to-understand information. Use the information they provide to make better-informed decisions about your exit.

Finally, Know Your Exit Options

In a previous article, we covered the Eight Ways to Exit Your Company. Here’s a broad outline:

  1. Transfer the company to a family member
  2. Sell the business to one or more key employees
  3. Employee Stock Ownership Plan (ESOP)
  4. Prep the business to be sold to one or more co-owners
  5. Cultivate an outside third party to buy
  6. Engage in an Initial Public Offering (IPO)
  7. Retain ownership but become a passive owner
  8. Liquidate

Read about each exit strategy in detail here.


Make decisions based on facts, not fear. After learning about all eight exit strategies, you’ll see advantages and disadvantages to each. But, not all will be appropriate for you. Most will rule themselves out based on your business valuation.

In conclusion, work with a skilled advisor in exit planning to outline each option in detail. Then, compare the options to your company value. From there you can map out the most beneficial exit path for you and your family without fear of the unknown. The best way to achieve peace of mind is by knowing your worth.

Ready to start your exit strategy with a business valuation? Colorado-based Quist Valuation can help. Let’s set a time for a free 30-minute consultation. We can discuss the specifics of your business and identify the next steps needed to assess the value of your company.

Schedule your free 30-minute consultation here.  

Tax season is quickly approaching, and fear of an audit may be on the minds of some of your clients. While most IRS audits are unlikely (1 in 100), clients filing valuations with estate tax returns are very likely.

“This is the I.R.S.’s last whack at the apple,” said Jonathan Heralds, of Herzfeld & Rubin in his interview with the NY Times. “The single most important factor is credibility. Meticulous preparation of an estate tax return reflecting accurate information supported by thorough documentation attached, enhances credibility.”

Estate tax returns are a convenient way for the IRS to assert additional taxes if they find red flags on a return. Therefore, the best way to handle an audit properly is with an expert as your partner.

Know this about IRS valuation audits

These three red flags initiate audits.

  1. Estates that exceed $600,000
  2. Unreported gifts of more than $10,000
  3. Interfamily transfers and perceived inaccurate information not supported by documentation

“The average business owner grossly underestimates the value of a business,” said Edward A. Slott of Rockville Centre, L.I. “It should be appraised every few years by a professional business valuation expert, and anytime a significant change is made.”

As a trusted tax or financial advisor, part of your role is to anticipate IRS challenges on behalf of your clients. Most importantly, provide them guidance about proper documentation, especially as it relates to valuation.

Be aware that the IRS likes to challenge:

  • Multi-tiered discounting on related entities;
  • Company specific risk premium;
  • Discounts on liquid assets;
  • Pass-through entities that have an ambiguous business purpose; and
  • Entities that have unclear control features.

Consequently, your tax and estate planning clients are likely at risk for an audit. Make sure they know their options for managing and defending against an IRS audit.

Key Takeaway

In conclusion, the stakes are both emotionally and financially high when an audit is pending. So, arm yourself with a specialist who has high credibility. Preferably one who has effectively defended valuation methodologies against the IRS for both small and large clients.

When an audit does occur, your best defense is a good offense. Hence, your professional understanding of the issues surrounding valuation and related tax implications will reap long-term benefits for your clients.

Quist Valuation has 35-years of experience in business valuation. We have performed hundreds of valuations for gift and estate tax purposes and successfully defended valuations on behalf of our clients to the IRS with positive results. We understand the common challenges and proactivley address issues in our reports in order to best position our clients with the IRS. We’re a proud partner in preventing and managing audits when they do occur. Contact us to see how we can assist your clients in a valuation or prepare for an audit. Connect online or call 303-494-1664.