by Davis Blaine | May 21, 2012 5:55 pm
Every business owner wants the maximum value when he or she sells a business. Not many succeed. What prevents business owners from generating higher value? By looking at several critical factors, we can see what creates higher (or lower) value in a business.
The problem stems from the fact that most sellers do not fully comprehend what drives value for buyers of a particular business. More importantly, they do not usually consider or know the best “windows of opportunity” for selling. Many sellers today are fixated on terms and conditions that will never be accepted, rather than trying to understand the nuances of legitimate compromise.
Sellers today are also usually not prepared to fully support the mercurial adjustments to EBITDA (Earnings before interest, taxes, depreciation and amortization, or the cash-flow basis to which a pricing multiple is applied). Private firms typically co-mingle some personal and business expenses. The true reflection of EBITDA would include adding back “personal” items not readily apparent in the financials. These items can have a dramatic impact on the true financial picture of a company.
So, how does a seller prepare for and execute the appropriate deal? The first step is to assemble competent and trusted advisors. Using a well-qualified valuation firm and investment banker (IB) are often necessary. Together, they can determine the exposures and carry-over liabilities most acceptable to the seller, as well as understand and explain the value drivers to the buyer(s).
A value driver is one aspect of a business that is crucial to overall value. Somewhat in order of importance are the following:
While the management of a company, its cash flow, and its market share are critical value drivers, there are more. So to paint a more complete and accurate picture of the value of a business, let’s look further at some additional value drivers and factors.
Product/Service Uniqueness: If a seller has very distinct products or services, the company should ensure that the intellectual property (IP) is protected. That protection should include all locations where revenues are generated (U.S. states and foreign countries). IP protection encompasses many facts—from patent applications to copyrights; from brand names to goodwill; from proprietary technology (not patented) to R&D; and from clear ownership positions to restricting employee access to or theft of IP.
Well-documented and secure IP allows for and enhances the seller’s increased value. It may preclude easy entry to a market, as well as lengthen the time it takes for a competitor to capture profitable market share. The longer the length of time a company has been in business is just another feather in the hat of the selling candidate.
Issues of Size: Larger companies usually have more customers and are better able to lose a few than a smaller competitor. For example, companies larger than $25 million in revenues command higher multiples than those below this level. Again, without significant customer concentration, larger firms are usually more stable and less risky.
Diversification: Diversity of products or services is usually a plus, in that product life cycles overlap and revenue growth can be sustained. Other factors that drive or detract from value are the size and prior years’ volatility in the industry, as well as long-term prospects and viability. Buyers always want more stable, predictable outcomes, with improving metrics for per-customer revenues, costs and profits.
Systems and Procedures: Buyers do not expect the ideal systems and procedures (S&P) will be in place at the seller. However, without solid and viable S&P, there is an added cost to improve them, and probably a loss in value. More important to the buyer is that the lack of good S&P is a red flag for other potential problems. Possible questions a buyer will raise include:
The list goes on from here, but you get the idea.
Several factors bode well for selling a business today. The sale cycle has elongated since 2008, likely adding three months to the 6- to 12- month norm. However, there are these very positive reasons for deciding to sell your business now:
While this is not exactly the perfect M&A storm, it is likely the economic environment we have seen in the past four years. Business owners who have been waiting on the sidelines can be more confident of sale intentions, but still have to take adequate steps to building a strong advisory team, and building strong value in their companies.
By understanding what drives value, particularly from the buyer’s perspective, business owners can seek to maximize business value and thereby maximize the sale potential. •
The owners of a company in business for more than 40 years recently made the decision to begin positioning the company for sale. They knew that they would need a year or so to prepare the company for sale. The powers that be began the process of organizing and improving internal affairs to maximize the sale price.
The company provided specialized, high-quality products and services for a sector within the construction/remodeling industry. Products included many types of sealants for retaining inside temperatures; heat/cold; fire retardation; driveways and pavements; and general caulking. In addition, the company manufactured specialty and ornate doors and windows, framing products, industrial ramps, and mechanized inventory access systems.
The company enjoyed steady growth in revenues and profits the last five years, and integrated several acquisitions into their national firm. The Mentor Group was first engaged by the company to help identify and analyze the company’s value drivers and understand their impact on a sale. After thorough research in the company’s financial aspects as well as their industry standards, we looked at management and operations. We provided suggestions to improve operations and consolidate the diverse but related business lines. We also counseled them to put in place the appropriate senior- and middle-level management to make potential buyers more confident of a purchase.
Once our initial business and IP valuation was complete, the company hired us to initiate the sale process and execute a sale of the company. Our first task was to raise $20 million of senior debt to retire the unfunded ESOP repurchase liability and improve working capital. From there, we were then able locate potential buyers, negotiate terms of the transaction, and complete the successful sale of the business This was accomplished largely based upon the clear presentation of the value drivers and EBITDA add backs.—D.B.
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