Part 2 - Where do you start your search? Last month I started by considering the strategic reasoning you need when buying a new business. This month, we shall consider how to optimise your new business search. Having decided why you want to buy a business, summarise the base criteria: the broad locations where you want the acquired company to be and also whether you would ideally want to move it to your own location.the size of company – revenue, profits, assets etc and what you can afford.produce a profile of the target company as well as a profile of your own company. Then you need to start the research for companies that fit these criteria. Make a list of companies you know that: Directly compete with youDo what you do but are not direct competitors because they are in a different geography or a different nicheHave approached you for any reason in the pastYou have partnered with Then use Google searches to find similar companies to expand your … [Read more...]
Why do earn out clauses often create conflict or end up in court?
How do you value your business when you're selling it? In recent years there seems to be more significant differences in expectation of valuation between buyer and seller, and increasingly the Earn-out clause has been used as an appropriate way to bridge this gap. The clause basically retains interest and motivation for the seller by holding back a portion of the sale price until certain performance criteria are met, and minimises risk to the buyer of overpaying for a business that doesn’t perform as well as its previous owners say it will. If it is planned and executed well then the buyer can gain more than originally envisaged, but it is full of risk for the selling entrepreneur and conflicts are almost inevitable. So what’s the problem? You might base the sale price of the business on an assumed level of financial performance over the next 24 months, but the seller is cautious and insists on part of the value being deferred and wrapped … [Read more...]
How to exit your business successfully even when you can’t sell it – Part 1
Let me repeat some statistics: 75% of all small to medium sized businesses never sell. 17% sell for a disappointing sum. Only 8% sell for a sum that meets the owners hopes and desires. That is 1 in 12. So if your business is likely to be in the 75%, what can you do to get value? Some businesses are not suitable for sale. Typically, we are talking about businesses in the following categories: Owner is totally critical to the business – examples can be found in most small professional practices where the client acquisition and service delivery is solely the responsibility of the owner Sole trader with distinctive skills, such as a trades professional e.g. a plumber or an electrician who are incapable of managing other people, or who prefer not to manage other people, and are satisfied to make a living on their own, having built up a wide referral base of satisfied customers Businesses dependent on one large customer such as a specialist … [Read more...]
Selling or Buying a Business – A Game of Snakes and Ladders?
The London Group March networking event takes a look at what's involved in selling or buying a business or raising some equity, with key insights from recent deals. Join us on Wednesday 29th March 2017- 6:30 pm Seats are limited – click to reserve one Program includes: Selling or Buying a Business with Special guest speakers: Peter Kroeger: Mergers and Acquisitions Partner at KLO Partners Mitesh Patel: CEO and Founder of Fifosys Ltd, an IT Managed Services Business and software developer for Engage Whether you want to sell your business tomorrow or one-day, or you are looking to buy a business as part of your growth strategy, or you have a client who wishes to sell their business or acquire a business, or raise equity funding - this will be a fascinating and illuminating event. You will pick up tips to help you figure out where the snakes and ladders are when you are involved in preparing for the sale of a business. … [Read more...]
Selling a Business – Avoiding an own goal in due diligence – Part 5
How secure are your forecast revenues and profits? In the last blog I dealt with the question of Forecast Gross Margins. Another hard lot of questions you will have to answer will be to do with your historical and forecast sales and profits. The hardest part of any sale is convincing an acquirer that the business is going to meet its forecasts. All acquirers will argue that the best guide to future performance is the current and past performance. If: you develop budgets and forecasts and report actuals against these forecasts on a monthly or quarterly basis, and your actuals are generally as good or better than your forecast, then you have started to provide a measure of comfort. You will need to look at each line item in your forecasts and if they show a steady progression and that is what you have always done, then there should not be a problem. However, if you are forecasting a rapid … [Read more...]
Selling a Business – Avoiding an own goal in due diligence – Part 4
How secure are your forecast gross margins? In the last blog I dealt with the question of Employee claims. Another hard lot of questions you will have to answer will be to do with your historical and forecast gross margins. This is based upon an actual case. The Company in question sold products all over the world – 90% of sales were to overseas customers. It had grown and now turned over £5m and made a gross margin, after deducting costs of sales, and direct costs of carriage, freight, insurance and agent’s commissions (all of which varied from territory to territory) of around 30% overall fairly consistently year on year. The price for each customer was negotiated annually in advance and took into account these varying direct costs. Internally, the gross profit was really only accurately reported after a stock count which was performed every 6 months. The accounting system used did not have a dynamic stock and cost of sales … [Read more...]
Selling a Business – Avoiding an own goal in due diligence – Part 3
Any troubling employee issues? In the last blog I dealt with the question of Intellectual Property. Another hard lot of questions you will have to answer will be to do with your Employees. You have maintained good employee records and everyone has signed an Employment Contracts, you have written a Staff handbook, and you feel that nothing much can go wrong. One of the questions you will be asked is to provide full details of: Outstanding and anticipated claims by past or present employees or officers for re-engagement or compensation or with reference to discrimination or victimisation or otherwise. This is the point at which you realise you have a problem. It is truly amazing how often this happens. Some of the examples I have seen that have held up a deal until they were resolved are: Employee on long term sick leave for stress; your employee benefit sick leave insurance policy has kicked in and the … [Read more...]
Selling a Business – Avoiding an own goal in due diligence – Part 2
How secure is your intellectual property? In the last blog I dealt with the tricky question of contracts and “change of control clauses”. Another hard lot of questions you will have to answer will be to do with your Intellectual Property. You have searched for all your IP stuff and mostly drawn a blank. The questions you could be asked are for you to provide a list and supporting documentation covering all: “Details of any software, web site or electronic database owned or used by the company indicating in each case whether the software, web site or electronic database is owned by the company or licensed. Supply copies of all licence agreements together with a list of fees payable and Copies of all other agreements relating to the development or operation of software, web sites, databases or hardware for or on behalf of the company. Details of any infringements or alleged infringements of any intellectual property owned … [Read more...]
Is Now the Time To Sell Your Business?
Have you been thinking about selling your business but just can’t decide if now is the best time? Do you find yourself repeatedly analysing the economic situation and wishing you had a crystal ball? There are positive signs and there are negative signs…. If you’re still up in the air and can’t quite decide whether or not to hit the eject button, here are six reasons you might want to consider getting out now. 1. You’re less interested in fighting the good fight A lot of business owners took the Global Financial Crisis in the teeth. If you’ve got your business stabilised and the prospect of possibly having to fight through another recession leaves you panic-stricken, it could be time for you to get out. 2. The worst is behind you Let’s say you were mentally ready to consider selling a few years ago, and then 2008 hit and 2009 was bad, and in 2010 and 2011 you made cuts and adjustments, and now you’re seeing some profit and revenue growth. With your numbers going in the right … [Read more...]
How to make your company irresistible to potential buyers
One of the biggest factors in determining the value of your company is the extent to which an acquirer can see where sales will come from in the future. If you’re in a business that starts from scratch each month, the value of your company will be lower than if you can demonstrate the source or sources of future revenue. A recurring revenue stream acts like a powerful pair of binoculars enabling you and your potential acquirer to see months or years into the future. Creating an steady income stream is the best way to increase the desirability and value of your company. The more certain your future revenue is, the higher the value the market will place on your business. Here is the hierarchy of recurring revenue presented from least to most valuable in the eyes of an acquirer: No. 6: Consumables (e.g. shampoo, toothpaste) These are disposable items that customers purchase regularly, but they have no particular motivation to repurchase from one seller or to be brand loyal. No. 5: … [Read more...]
Exit strategy and planning – Getting the most for your company when you decide to sell – Part 3
Part 3: Enabling issues which should be in place before a sale These issues will not necessarily provide a premium valuation, but the absence of them could lead to some discount in the valuation or might hold up a sale. • Shareholders agreement regulating the rights of all shareholders and ensuring that minorities can be included Key staff and directors service contracts ensuring that the management and technical know-how won’t walk out the door as soon as a sale is made Share incentive schemes locking in key personnel Employee contracts, handbook and policies ensuring all employment law and regulatory compliance issues are up to date • Supplier Contracts are in date and valid; beware “change of control clauses” which could very well reduce value or lead to specific warranties • Customer Contracts are in date and valid; beware “change of control clauses” which could very well reduce value or lead to specific warranties IPR, patents, trademarks, copyright, … [Read more...]
Exit strategy and planning – Getting the most for your company when you decide to sell – Part 2
Part 2: Getting to the highest valuation Valuation The valuation of your company is not a science, but is driven by market forces and your ability to present your business as a significant investment opportunity. To some extent this depends upon the buyer, but it also depends upon the wider economic environment, the state of your own market sector, as well as the state of your business. There are a number of principles that can be applied to valuing your business: • Earning Multiples – Normally based on historic and possibly forward projections for earnings, measured before depreciation, interest and tax, but adjusted for “average Directors” drawings. The range for this earning multiple can vary from less than 4 to greater than 10 and is dependent on many factors, some of which are mentioned below. • Net Asset Value – The book value of the company as declared in the balance sheet. In many cases owners may expect to achieve a premium when using this approach to … [Read more...]
Exit strategy and planning – Getting the most for your company when you decide to sell – Part 1
Part 1: Why planning is vital and the route to exit Exit planning is perhaps the most difficult yet most important period in the life cycle of Small Medium Enterprises (SMEs). It is an event that probably only happens once, yet has a profound effect upon the future life, particularly in retirement, of the owners. Research clearly shows that many owner managers fail to achieve full or fair value for their business during the exit process. The key reasons for this failure are: Unrealistic value expectations and timescales Poor preparation within the business prior to the sale Unwillingness to use professional advisors Inadequate resources allied to the exit process Planning for your exit strategy Planning a strategy to maximize the value of your business on sale requires careful advance planning. You should start considering the issues several years before you plan to sell. The actual exit process will take 6 to 12 months and may require varying degrees of … [Read more...]
How do you deal with an approach to buy your business? – Step 4
So, someone has approached you to buy your business. It is unexpected and out of the blue. What should you do? In Step 1, I suggested you meet the acquirer and decide whether his vision suits you and whether you like and can trust him. In Step 2, I suggested it is time to get close to appoint an experienced Mergers and Acquisitions Adviser who knows your market and your business. In Step 3, I suggested you decide what you want to do and what you want to get out of it. Now let us assume that you have decided to pursue a deal with this single acquirer ….. the chemistry is right, the strategic imperatives make sense and you and your advisor feel you could get a decent deal out of it. Step 4a – Get your financial information ready; involve your accountants Then get your accountant involved; make sure your management accounts are up to date, get the last financial year’s accounts and tax returns completed and ready for filing, prepare a detailed budget and cash flow forecast … [Read more...]
Some Considerations on Exit Planning
Every business owner should bear in mind that at some stage he or she will have to cease involvement with their business. Possible reasons for this are varied. Some are forced upon the business owner, others are the result of a decision to leave. Reasons include: A wish to start or join another business A feeling that you are no longer the best person to manage the business A loss of enthusiasm for the business A wish to retire Ill health Death Insolvency In all cases (even insolvency) it is in the interest of the owner and the owner's family to optimise the outcome. In practical terms in most cases that means to get as much money as possible for the business. Every business owner should from time to time give some consideration to what might happen if they decided or were obliged to exit for whatever reason. In the case of a planned exit they should also remember that they should ideally start active work on the exit three years ahead of its hoped for … [Read more...]
The Hidden Goal of the Smartest Business Owners
What are your business goals for the year? If you are like most owners, you have a profit goal you want to hit. You may also have a top line turnover number that’s important to you. While those goals are important, there is another objective that may have an even bigger payoff: building a sellable business. But what if you don’t want to sell? That’s irrelevant. Here are five reasons why building a sellable business should be your most important goal, regardless of when you plan to push the eject button: 1. Sellability means freedom One of the fundamentals of sellability is how well your company would perform if you were unable to work for a while. As long as your business is dependent on you personally, there’s not much to sell. Making your company less dependent on you by building a management team and creating just-add-water systems for employees to follow, means you have the ability to spend time away from your business. Think of the world of possibilities that would … [Read more...]
