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Preparing your company for a sale: Tips, strategies & tools to keep in mind

When deciding to sell your company, you can either choose to sell it in its current condition or prepare for a Merger and Acquisition (M&A).

A strategic M&A plan can considerably increase the sale value of your venture and should ideally be your chosen plan of action. You will make your company more attractive to potential buyers if you address your businesses weaknesses well in advance of any due diligence or negotiation processes. Here are a few simple steps that can help you maximize the value of your business.

Create a pre-M&A improvement plan

Before devising an M&A improvement plan, you must first take stock of the different aspects of your company such as:

  • Identifying areas that are doing well, those that are performing below average and need your intervention, and those that need a complete overhaul.
  • Creating a timeline and dedicated project to address any identified concerns and complete upgradations.
  • Assigning resources that you are willing to allocate for handling the M&A process and internal performance improvement initiatives.

Remember, recognizing the needs of your company early on will help put you in a better position during negotiations. Investors are usually looking for small companies with the potential for larger projected growth in the future. Many owners often make the mistake of discontinuing investments to improve a company once they decide to exit. Instead, this is the time where you must attempt to increase the value of your company by investing in equipment and upgrading processes to lead to higher performance. Your company’s value is directly linked to how it performs in the period leading up to, and during the M&A.

Keep your plans to yourself

Avoid disclosing your plans to enter an M&A until after the deal is sealed. While consulting with your legal advisors and accounts department, emphasize the need for discretion even if their profiles are contractually bound in non disclosures.

The news of your plans to sell the company might induce panic in your staff, generating uncertainty, which in turn might devalue the business right when it needs to be performing at its peak. Instead, train your employees to be able to carry on tasks in the absence of your supervision. Develop repeatable processes and create quantifiable parameters to ensure that your business continues to grow even after your departure.

Pay close attention to managerial staff and resolve any internal conflicts. Take every measure possible to avoid high turnover before M&A. Remember a high rate of employee retention is the sign of a healthy business!

Increase your EBITDA

Your company’s earnings before interest, taxes, depreciation and amortization will be the most likely metric used to evaluate its worth. The higher your EBITDA, the larger settlement you’re likely to receive. Thus, instead of focusing on gross revenue, attempt to push your EBITDA. Analyze your expenses to highlight funds that can be reallocated to increase your working capital, BPS, and boost EBITDA. If needed, hire extra marketing personnel and increase your top-line growth to maximize earning potential.

An investor is likely to evaluate your company’s track record of sales to estimate its projected earnings. It then makes strategic sense to expand your marketing team while preparing for an M&A. You can also choose to set up a revenue juggernaut in this phase to help realize hidden potential.

Prepare for a financial audit

A financial audit is a likely requirement before an M&A. Hire a reputable firm to conduct your own audit before entering negotiations in order to help improve the financial health of your business

A professional audit will also enable you to better understand what potential buyers might be looking for, give you a sense of what a GAAP audit constitutes, and having this data at your disposal will grant you an advantage during negotiations.

During the M&A process make it a point to highlight a history of compensation. Many entrepreneurs tend to combine their personal financial portfolios with their company’s. It is always advisable to clearly demarcate a separation early on and pay yourself a salary which adequately covers your expense and leaves behind a safety net to sustain your lifestyle.

Prepare a 3-year financial projection

A plan which includes clear financial projections is critical to garnering credibility for your company during M&A presentations. While surpassing quantifiable goals and milestones can add value to your company’s acquisition offer, failing to meet set financial targets can seriously jeopardize a sale. Hence, be certain that the projected numbers are achievable in the proposed period.

There are a couple of measures that you can put into place before framing your proposal. These must include knowing the Strengths, Weaknesses, Opportunities and Threats (SWOT) of your business. A SWOT analysis is critical before attempting to prepare a financial projection. Setting achievable goals and highlighting your competitive sustainability attests to the business acumen of your enterprise, while a well-planned execution of the presentation puts the ball in your court during negotiations.

Identify potential buyers

Networking in the right circles is key to finding investors that best suit your agenda. Keeping up-to-date with industry trends, and potential investors’ investment portfolios can help you pitch your company for sale. Identify a list of potential buyers, establish contact, and foster their interest in your enterprise.

Treat buyers like clients, highlighting how your company can best serve their interests. Share your projected milestones with prospective buyers and highlight a potential business that might profit from partnering with your company. Paint them a larger picture of where you see your company in the years to come, focusing on how they would benefit from processes that you have already put into place and in motion for a seamless transition/integration.

Prepare for final negotiations

If you’ve successfully made it to this stage, you will now be the best judge of the value of your company. Armed with a SWOT analysis, a successful 3-year projection, and favorable EBITDA, here’s the last negotiation tactic to note so you have the upper hand, ensuring you have addressed any misdemeanors from your company’s past.

Investors will jump at the opportunity to poke holes in your company’s reputation in order to offer a lower buyout. By acknowledging any mistakes from the past, you can gain control of M&A negotiations. Remember to state things as they are, and not provide explanations or empty apologies. Set-up the circumstance that might have led to a disruption and focus on the measures you put into place to contain an unfavorable situation and prevent future occurrences. Assign a short duration to address these concerns right before commencing M&A proceedings, effectively warding off any possibilities of them being brought up later to throw you off track.

Assess the best exit option

Ultimately, while selling a business for considerable profit is the dream of many contemporary entrepreneurs, when the opportunity finally presents itself it can prove to be a surprisingly emotional decision. Before making the final leap and handing over a company that you have worked several years to build, it is important for you to consider other options that might be at your disposal. Signing over all rights to your company is only one among a plethora of alternatives to capitalize on your hard work. For example you could:

  • Opt for a part liquidation, where you can either maintain control of operations or become a silent investor. This will enable you to retain a stake in the business which you can decide to sell during a larger buyout in the future.
  • Open your company’s portfolio and raise capital through equity, helping your company become larger before exiting at a higher value in the future.
  • Hire a CEO and play an advisor role. If you are feeling overwhelmed by the growing size of your enterprise and feel like you are not being able to contribute to its growth and take it to the next level, you can hire a CEO with relevant industry experience and take on an advisory role for yourself, focusing on the parts of the business process that catch your fancy.

With many points to consider, preparing your company for a sale is by no means an easy task and can be very emotional! However, following these aforementioned steps will at least allow you to realize the full value of your business and give you the due credit for all the years of hard work you’ve put in.

 

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Why Business Owners Sell Their Business

As an entrepreneur, the penultimate day of your life is the day you hand over your baby to someone else. Baby being your own business that you’ve built from the ground up. Making the decision to sell a business you’ve invested so many years of blood, sweat & tears into is incredibly difficult.
Depending on the circumstances, it can be either a deeply positive or a deeply negative experience – but it’s almost ALWAYS an emotional, and bittersweet event. There’s a ton of different reasons why business owners decide to take the leap – let’s talk about a few of them.

Personal Reasons

First and foremost, most business owners do part ways with their own venture purely due to personal reasons. Why? Cause as it’s usually said, running your own show is a 24/7 job and this can get exhausting pretty fast. Other times, it can be a purely be a shift in interest, or that they are hitting retirement. There are many reasons but here are the key ones:

1. Burned out or health problems

Nothing is more demanding than running your own business and this can sometimes either lead to owners burning out or experiencing health issues. In either case, running a business demands a lot of time and effort from its owner and the workload only keeps growing as the business grows in size. When the pressure becomes too much to bear, the owner usually decides to sell the company.

Building on this, owners can also sometimes fall ill, either by way of burnout or just bad luck. In such a case, some businesses are heavily reliant on the owner for its day-to-day operations and if the owner is suffering from health issues and physically not able to run the business. It may be the best option to sell the business in order to keep the business alive.

2. A shift in interests or priorities

We’re all human and we get bored easily, even when it comes to running a business. Especially with owners who may be serial entrepreneurs, once they’ve built a business and successfully got it to steady state, they may get bored and would like to pursue the next business idea in their head. We only have 24 hours a day and this means owners might sometimes fully cash out by selling their business to fund a new one or take a step back from direct ownership, still retaining equity but no longer involved in the day to day operations of the company.

Similarly, we all get old and the time comes when we need to hand over the keys to the kingdom. One of the most common reasons business owners sell their businesses is retirement. Although running a business has its own rewards, doing so for a long time can be exhausting! In such cases it’s normal for owners to feel that the benefits of selling the business far outweigh those of maintaining ownership.

Financial Reasons

methods of company valuationIf personally everything is going great. Sometimes, the reason for selling a business is purely financial, either to cash out and go live in the bahamas for a few years, or to capitalize on a inflated market value, or purely hedge your bets against an economic downturn. Whatever it is, here are the most common financial reasons we’ve seen for owners selling their business:

 

1. Liquidity

Although many business owners have a high net worth for their years of toil and growing their business. A considerable amount of this value is often tied up in the business as equity, and therefore, illiquid. Business owners may decide it’s time to reap some of the rewards and sell all or some their equity to convert it to cash.

In the cases where they only sell some of their equity, this is known as recapitalization. It’s a process where the exiting owner retains a minority equity stake — normally in the range of 10 to 40 percent. Usually, this is done by owners to reduce risk exposure by selling their equity to free up some cash but still retain the benefits of ownership. Generally in this case, you’ll see the exiting owner’s role slowly diminish, allowing them to almost act as advisors to the business but gain more freedom with their time to pursue other interests.

2. Macro Environment factors

Sometimes the industry of an owner’s business is suddenly gaining a lot of interest from outside investors (e.g. Artificial Intelligence right now), this vast pool of capital pushes up acquisition prices. Some owners decide to take advantage of the upswing in value and sell their businesses off at a higher than normal price.

economy businessesSometimes, the revenues of a business can decline for macro factors reasons far beyond the owner’s control — like an economic downturn or a high unemployment rate. Some business owners may choose to wait out such changes, but others can’t or don’t want to. In such scenarios, if the owner doesn’t want to wait till things get better, selling the business becomes the most viable option.

If business owners feel that their industry may go through some changes in the future that can affect their businesses negatively, some owners may be risk-averse and decide to sell sooner rather than wait an economic downturn that devalues their organization or impacts future profitability of the business.

Strategic Reasons

Sometimes, the reason for selling a company can be strategic or operational. An owner may decide to sell the company for the following strategic reasons:

Finance an expansion

If a company lacks the cash to buy new equipment, hire new employees, and increase advertising to broader its operational footprint, the owner may decide to sell some stake to an entity that can bring in the cash required for the expansion.

Raise capital for an acquisition

A company can benefit from being acquired by an entity that has the capital or debt capacity to consolidate the industry by acquiring a series of smaller competitors. In this scenario, the company improves its profitability by operating in an industry with fewer competitors. Moreover, it gets access to its former competitors’ resources like management talent, patents, etc.

Improve your competitive position in the market

Improve market share

A company being acquired by another one help it improve its market share by allowing it to leverage the larger acquiring company’s distribution and marketing channels, as well as the brand equity and goodwill.

Diversify customer base

Most small companies depend on a single or a relatively small number of customers to generate a large percentage of their revenue. This kind of customer concentration increases enterprise risk as losing even one or several key customers may cause the business to go bankrupt. In such cases a company can significantly lower the volatility of its cash flow by gaining access to the acquirers diversified customer base.

Diversify product and service offerings

A company may also look to be acquired so it can leverage the addition of the other company’s product and service offerings to its portfolio. The company can use the improved product and service portfolio to increase its customer base and revenue.

Import better management

man with business suitA company may seek acquisition by another company that has superior management practices. This strategic move can help to unlock value in the for the acquired business. The acquired business can benefit from the better, more professionally managed IT systems, equipment maintenance, accounting controls, executive leadership, etc.

Leadership succession

Sometimes business owners have to sell their businesses due to poor succession planning. If a business owner doesn’t have a worthy successor, selling the business allows it to continue operating effectively instead of closing its doors or risk declining business performance.

Conclusion

Ultimately, every decision to sell a business is based on various circumstances. Regardless of the reason to sell, it’s important for a business to be professionally appraised by an independent valuation firm so that it’s sold at a fair price, under fair terms, and in the owner’s best interest.

Unternehmensbewertung

Have You Considered These 3 Factors in a Company Valuation ?

There are many ways to arrive at a company valuation.

Popular methods of valuing a company (or business) include reviewing the health of the balance sheet, analysing an accounting measure such as EBITDA or calculating a value based on market share. While purely financial calculations are important, there are other considerations that influence a company valuation.

In this article, we describe three, sometimes overlooked but nevertheless important factors that contribute to a strong business valuation.

  • Long-term contracts with customers
  • Documented processes and procedures
  • Management independence from founder

Also interesting: the role of a dataroom within a company valuation.

Long-term Contracts Point to a Bright Future

Welche Dokumente duerfen mit einem DMS aufbewahrt werden?Businesses, are by their very nature, in a constant state of flux. With pressure from competitors, regulations, logistics, the state of the economy and much more – anything that provides an element of stability is very welcome.

Long-term contracts provide a company with a level of predictable income and security. The importance of winning long-term business cannot be underestimated in a business world defined by constant change.

A long-term contract to supply a product or a service is a strong indicator that company is trusted by their customers. Examples of long-term contracts include recurring consulting fees, ongoing maintenance services, regular repeat orders and rental of property or equipment.

Long-term contracts provide a strong basis for estimating future performance (an important part of a company’s valuation). Sales projections do not have to be based on estimates that could be wildly inaccurate, they are based on signed contractual documents.

With longer term contracts in place company management can plan more accurately. This can lead to greater efficiency and effectiveness of the company. Staff loyalty to the company can increase with greater job security arising from working on predictable, longer term contracts.

When valuing a company, analyse the duration of contracts. The longer the contracts, the greater the commitment of customers to the company and improved stability in earnings.

Process and Procedures – the Unsung Heroes of Business Success

Documented processes and procedures are central to the success of many companies. From fast food restaurants to commercial airlines and from private hospitals to logistics companies. The McDonalds restaurant chain is in many ways defined by the processes and procedures that underpin their business.

Organisations rely on well documented processes to give them a competitive edge in the marketplace. The efficiency they derive from their documented processes is an important part of their valuation.

So how do documented processes and procedures contribute to a company’s value?

  • The processes represent the intellectual property of the company and its understanding of how to run its business. A McDonalds restaurant can server a certain number of people every day based on the processes it uses to cook and serve food. This in turn gives incredibly accurate forecasting of costs and revenue for a given restaurant.
  • Documenting processes provides potential buyers with a clear idea of how the business works. Of course, there may be elements of process that must remain confidential for competitive reasons. However, documentation of process helps a purchaser better understand the business they are purchasing – and perhaps how they can improve efficiency.
  • Adoption of processes and procedures is a sign of a mature mindset within a business. The business has chosen to look for efficiency in their business and ensure their staff follow the procedures.
  • Use of documented processes and procedures means there is less reliance on specific people to do specific jobs. This is critical when people leave the company and so does their knowledge and experience. If this knowledge has been captured in the business processes, the business is at far less risk if a particular individual leaves the organisation.

When analysing a company, assess how much value is derived from their implementation of process and procedure. It may be more than you think.

A Strong and Independent Management

Aufbewahrungsfristen fuer Selbstständige, KleingewerbetreibendeHistory shows that the founder of a company may not be the best person to lead and manage their organisation. The skills and vision required to start a company are not the same as those needed for day-to-day management. Few founders turn out to be great managers.

So, when valuing a company, ensure you clearly understand the relationship between the founder and the management.

For those companies in an early stage of development, the founder may have almost total influence and control, especially if they are responsible for financing the organisation. This may be no bad thing in the early days as the charisma and force of personality of a founder may be critical to the company’s success.

However, an established company should have a management capable of running the business on its own without being reliant on the founder’s direct input. After all, if the founder were to sell the company, the management will no longer have the founder’s input. The management must be strong enough to run the company.

When assessing the quality of management of an organisation, question if they rely heavily on the founder for direction and vision. Ask the question “What is the company valuation if the founder is no longer there?”

In Summary

As discussed in this article, all three factors refer to the relative maturity of a company.

  • Long-term contracts highlight a company whose products and services meet a proven, well-established need and in such a way that customers are willing to commit to longer duration agreements.
  • Adherence to proven processes and procedures shows how a company values its own way of doing things and how that should be documented as part of its DNA.
  • The management team have the experience and independence to manage the company separate from the influence and direction of a founder.

Individually or together these three factors have a dramatic impact on a business valuation and should be considered as part of any valuation process.