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BUSINESS VALUATION
Musings on business value, sale preparation, sale negotiations, sale structure.

Archive for the ‘PrepareYourBusinessForSale’ Category

Occam’s Razor

An investment conference and workshop in the Winelands last week asked a question. “Where are all the deals?”
The deals, we know, are waiting to happen. The problem investors have is in the information they receive.
Investors know that deals are “there”. Their frustration is in the quality of information. Too little information. The wrong information.

Information is often so voluminous. That is as much a problem as a lack of information. It is a lack of the right information. It provides too many variables to consider at a high level.


Occam’s Razor
Simpler solutions are more likely to be correct than complex ones.
The more uncertainties and assumptions, the greater the risk of getting it wrong.


When a potential purchaser first looks at your business, she knows nothing about it. Heck, I know that many purchasers still know very little after their due diligence study! But that’s another story.

So in knowing nothing about the business, she has to make lots of assumptions. This is where your pitch deck comes in. Remove all the uncertainties. Prove your facts. Be succinct. But above all else be informative and accurate as can be.
But more than that… Give her relevant stuff.
It is all in the preparation and presentation.

People are quick to offer income statement summaries with a fast write up and an afternoon Q&A.
The very next step is too great a hurdle for unprepared businesses.

Sometimes the sellers and their brokers hand out mountains of information. Too often, it is the wrong information.

These guys have expensive specialists working for them. They should have the capacity to wade through your audit notes and adjustment accounts. But that is not where their capacity goes. Sure they will need that stuff for later due diligence. But for now, they want some high-level information.

This is what happens behind the scenes. Yours is not the only business the investor is looking at. She can only look at one business at a time. So they all go into a box. The first one to confuse her goes to the bottom of the box. And then the next one. Anything with too much work to get to the meat moves down the pile.

The business with all the information summarised and decipherable in an investment industry format… THAT one will stay open on her desk. Now you just need to make sure it is a compelling investment. But hey! You’re invested in the business, so that should not be a problem.

Recognise your Rs

Recognise – Regroup – Refocus

  • When you started your business…
  • When you bought your business…
  • When you gravitated into your business…

Your business got to where it is today, for the most part, because you worked at it.

Nazier Ebrahim’s success is a product of planning and hard work. He knew he would sell his business one day. He needed to do so because if he didn’t, then his heirs would. He joked that he would prefer to enjoy the sale proceeds. “Rather I get myself a fast car, than this lot do”. He gestured towards an array of piercings and tattoos on his crotch fruit with their doting faces sitting at the table.

But the sale of a business is seldom as easy or as quick as selling a home. A business is a living thing. It is moody; varying between brooding depression and excitable growth.

Nazier’s business had been through ups and downs through its years. His success was the product of the tenacity with which he had directed the business.

“Direction” is what it says. The director recognises a problem. (You do it all the time.) And then by drawing on his own experience, he regroups and refocuses. Then he moves on to the next opportunity, threat, or just daily grind. Rinse and repeat.

“Rinse and repeat” is automated as standard operating procedures evolve. It takes time to create workable automation.

Successful automation makes up growing value in businesses because they become more stable. But successful automation also makes the business more profitable because stuff just happens. When the stability and profitability come together, value accelerates; driven by the complementary forces. (Which is why we avoid using simple multipliers to set prices for businesses.)

Nazier recognised that there is no point to reinventing existing automation. This is particularly the case where the system can be rented off the shelf.

So Nazier joined CSuite to make sure that his exit from his business would be smooth and cost-effective.

He recognised the problem and the solution. He has left the regrouping and the refocusing to a system which already works.

Your lousy business

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Life is not a matter of holding good cards, but of playing a poor hand well.
Robert Louis Stevenson
(also published on 26 February 2019 by Daily Maverick as its quote of the day)

Your business is as good as you have been able to make it so far. It is a thing of pride to you. It is something worth selling one day.


 


 

But when you sit across a table from a prospective purchaser, she will tell you all about the weaknesses. She will lead with passive-aggressive questions. They will leave you wondering how such a lousy business could be so precious to you.

She has to find a way of suppressing the price of the deal. That is her first step in getting the best return for her investment.

You make your surest profit in the purchase price.
about a million investment advisors on Youtube

Of course, your best deal in selling your business is in maximising your selling price. As they remind us in the many court-room dramas playing out: it is an adversarial process.

So she will tell you how desperately she wants this business. For the lowest price possible. Even if it is quite a kak business. </ironyfont> That pretty much sums up the average business buyer strategy.

Your job is to refute those claims. But if you find yourself offended and angry, things will go wrong. The best way of moving forward is to identify issues and plan responses in advance.

There are some things about your business which could improve. Every business has place for improvement. They are unlikely to improve before the deal. Your purchaser is also unlikely to improve on them post deal. When she sells the same business in a few years, she will be defending the same issues.

The difference in successes will be in preparation, and in playing the cards you have.

Our CSuite subscribers learn about the weaknesses they will face in a sale. Then they learn how to preempt the objections with facts and not emotions.

One day when you sell

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You know how you, as the owner of your business, like to be a bit of a control freak?


This post is available on audio.


Well, one day when you sell your business, you will no longer be in control of some things. As a seller of a business, you will agree that the new owner must obviously be free to take the business where she sees best. For better or for worse. You will lose control.

  • So She will take control of the overdraft – what a relief.
  • She will be losing sleep over labour relations and wage negotiations – lol.
  • She will have to juggle the cash flow at month end – she wanted to be an entrepreneur.
  • She will have access to your email account – say what?!?

Yip. It’s a thing. You cannot just delete your emails. There is stuff there which belongs to the business. It is stuff which may be – how do we put this – sensitive.

  • You know when you told your broker about what you thought of the purchaser mid-negotiation? That.
  • Or when you debated about whether to tell the purchaser about a problem with a customer. Yip.
  • That string of comments about pushing a price which is already fair. Embarrassing!

Let’s be frank. Things are said. Email exchanges are had.

So right up front. We ask all our clients to create a private email address. They should use it for all correspondence between them and brokers, advisors, and whoever else may be told about what is going on. It is just good practice.
And of course, you probably have a private email address already. So no biggie. Right?

First, you want some assurance that in the future your discussions will not be shared.

Second, you want access to the record of discussions after the sale. Because… Well please just trust me on this. A private email address costs you nothing.

Our CSuite clients know what I am talking about. This is put to bed right up front. About the same time as we put our NDA in place. It is all good practice.

There is a webinar waiting for you here. Put your feet up for an hour, and see what I am on about.

 

Your C Suite

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Remember the days when the guys who ran your business were “the directors”? That later changed to “the executives”.


This article is also available on audio


 

More recently it is the collection of chiefs. The chief executive officer, the chief financial officer, the chief operations officer. Then we all got to grips with the acronyms associated with them: CEO, CFO, COO, and CTO.

So where the directors sat on the board, the chiefs now all sit in the “C-Suite”. And these are the guys who count when you want to sell your business.

Here is why…

If your business has significant value, then you are unlikely to sell it to an individual. That means that the new owner will be an existing industry player.

On the horizontal, it will be a competitor or a complementary business which will acquire your business as “a bolt on”. On the vertical, it will be by way of selling to a supplier or a customer.

The horizontal buyer gains markets and products. The vertical gains margin for the acquirer.

When you play with your nest egg at this level, you are up against people who do this a lot more than you do. So you may have a CEO, CFO, and a COO on your side. The guys on the other side of the table will have the same TLAs (three letter acronyms), but a few others besides.

Special chief

The big suitor often has a dedicated officer to deal with you. This will be a specialist in finding and negotiating deals.


You can have your own specialist preparing you if you join our CSuiteOnline programme.


Their CFO could be given the job. Except that those people are often so engrossed in the day to day numbers. They worry about the way in which an acquisition would affect the ratios. The CFO is often one of the people who is more valuable in adjudicating the recommendation. The CEO is also trying to run a business.

In fact the entire C-Suite has to run the business. They owe that duty to the shareholders. It often appoints a non-executive director or a significant shareholder to negotiate acquisitions. But make no mistake… that person will be a specialist.

You will do this very few times in your life. Your opposite number is already prepared. He (she) is up to date on what is what in the acquisition industry. You are about to change your entire life. That is real. Right there.


Let someone who is up to date get you up to speed by joining our CSuiteOnline programme.


Their acquisition officer’s job is to get something valuable for as little as possible and on the best terms possible (for the buyer). The acquisition officer gets to look at lots of possible acquisitions. He can afford to walk away. Nobody ever got fired for not making an acquisition. (OK, there was that one time.)

Who has the stronger hand here?

When you start to push the pace in these negotiations, you weaken your position.
When you are not prepared before the discussions, you weaken your position.
When your pitch obfuscates or is unclear in standard presentation standards, you weaken your position.
When you wait until the imperative to sell is immediate, your position is very weak.

You will lose when your position is weak. By “lose” I mean you will leave a significant amount of money on the table. It won’t even be your table anymore.

Get yourself prepared. Get your business prepared. This does not mean putting your business on the market. It means getting your house in order. It means identifying weaknesses in your business and mitigating them. It means identifying and presenting the stuff that really matters to buyers of businesses.

It means you should join a programme like CSuiteOnline.

It is a scheduled, easy bits and pieces plan, in bite-size chunks sort of programme. It will add millions to the value of your business.

Data room virtual tickets

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Long, long ago in a previous century, when a company was for sale, it created a data room as a place for all the due diligence documents. Various suitors sent their accountants, bean counters, attorneys, and commercial spies to look. It was a dodgy affair.

It took the form of an actual room where interested buyers could view all the documents relevant to the target business. Nothing was allowed to leave the room. All participants signed a non-disclosure document.

Then along came fax machines. To save time, people asked for financial statements to be faxed to them. The thermal fax paper would fade, and so would the information.

A little while later the internet arrived. Then people sent all sorts of information in an electronic format, to be stored forever on the recipients’ servers. And nobody thought this was strange. There were clauses in the non-disclosure documents (if they were ever signed) which called for the destruction of all information on demand. I remember that happening once. By deal-time, everybody was just so chuffed that they either had a business or a chunk of cash. In some cases, competitors had some interesting information on the business.

More recently people started sharing dropbox links, and similar accessibilities. And then one day people woke up to the fact that trusted people shared those links with gay abandon. Control could be easily lost.

Enter the virtual data room

A virtual data room gives control of the data back to the owner of the data. He can put information into it in layers, requiring more and more permission to progress. The owner can revoke permission whenever he wants, for whoever he wants.

He can control the sort of access the visitors have. From a curtained view window to a full-screen online view, to full downloadable access, and some steps between. If he sets up his room properly, when he revokes permission, even downloaded documents will become unreadable.

21st Century stuff.

Valuation Myths: Valuation is always based on profit

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A while back I suggested that business owners should spend less time worrying about their sales turnover, and consider the importance of net profit when apportioning value to their businesses. While that certainly puts us on the right track, it may also lead down a trail of misrepresentation.

The basis for the earlier assertion is that buyers of businesses are looking for a return on investment, and similar businesses with similar sales figures will be differentiated in their value by the bottom line. Nothing wrong with that assertion until we introduce some other variables.

You may recall that both businesses we previously spoke of were in different cities, manufacturing the same goods with the same turnover and similar expenses, but one had a lower cost of sales because it is closer to its principal suppliers. It had an immediate advantage with stronger cash flows, and after paying the same expenses as its counterpart, ended up with more profit. We concluded therefore that the more profitable business would be more valuable, and we are probably correct.

So for the purposes of this discussion, let’s assume that all those variables are equal; the two businesses are very close together and now have the same suppliers at the same prices, and therefore the bottom line is the same for each.

Fixed Asset Value

The variable we will introduce now is in the fixed asset value of the business. One business invested heavily in equipment twenty years ago. At the time the owner was lucky enough to be granted a loan to get up and running, and he bought his equipment very wisely. He concentrated on good German technology, perhaps spending a bit more than he could really afford at the time. But heck, it has been worth it. He has hardly had a breakdown.

Every year he takes his wife to Europe for two weeks where they spend two days justifying the trip by “visiting the factory parts division” where they purchase the dies for the next year, even if last year’s dies were only installed six months ago previously. Having placed the order (which may as well have been done online) they continue on for their annual ski holiday.

A business like this will typically have written off in their books all the machinery except the new delivery vehicle for which they paid cash. So the equipment has very little carrying value and would probably not fetch a very high price on the open market given the new computer controlled wizardry that is available today – the same electronics that makes the replacement value sky high.

On the other hand, Darrel

This business’s neighbour with the similar profit has done things differently: He was never able to get a loan because the government had introduced some social engineering into the mix at the time he got into business, and money was less easy to get hold of for him. So he relied on supplier rental finance to start with, scraping and battling along until things started to happen. With growth he invested wisely in new equipment, replacing and modernizing, and then as the whole factory hit its sales and production straps, he was able to really go to town on the latest and greatest.

He does not have the old workhorse machinery that will never break, but he does not really need to worry about that because he has a good replacement and modernising policy. The machinery is taken apart every year at the annual shut down when agent trained technicians move in, replace, lubricate and provide a new warranty for the next twelve months.

So which business is more valuable? Answers on the back of a R200 note and send to….

This situation immediately takes the “multiplar-bar-twenty” crowd out of the equation as far as providing a reliable valuation is concerned. The first owner would perhaps be grateful, but the second one would be leaving cash on the table, without a doubt.

This is a very simple example, and of course, there are other variables which come into play as well which we will deal with later. When they are all taken together, some interesting dynamics mean that valuing a business is best left to professionals who know what businesses really sell for at the current time, in the current circumstances.

Rental agreements

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PYBFS021

The sale of a business requires a rental agreement. The sooner you ensure that you have yours in your PYBFS file, the better. Why do I say this? Many business owners do not have this very important document because they have never received a copy.

Mad rush

Think back to the time you signed your first lease. There was a mad rush as you prepared to get the whole show on the road. Then there was a rush into the rental agent or landlord, some last minute reading, and queries. Then you rushed out the door to get the next step in place. You know you signed the document. Somehow the landlord always signs last. They called you later, or more likely you had to make several calls yourself. They told you the agreement had been countersigned. In the excitement of moving in, you never received a copy of the agreement. This holds true for a great many business owners I see. Whatever the circumstances, make sure you have a copy of the lease agreement, and place it in your file. Make a scanned copy and save it to your PYBFS desktop folder.

Lease reductions = higher value

While we’re on the subject of lease agreements: You should take any opportunity to lower your rental. You would be well advised to do so in the tough economic conditions we’re currently wading through. You can renegotiate at the end of a lease term. If you’re a very persuasive character, you may be able to negotiate a lower rental cost midterm.
Every Rand lower your rental, your profit will rise by the same amount. This much is obvious. The value of your business will rise by some multiple of each Rand saved. That extra value will go to your pension fund for its own growth, and so on.

So, how can you persuade your landlord to drop your rent to last year’s amount? Or can you persuade him to forego the annual increase this year? Keep in mind the effect on valuations, and you may find yourself negotiating with a bit more vigour!

Depending on your industry, you may think about negotiating a new lease in advance of selling the business. For instance, a retail store without a lease is no longer a business worth selling. Retail landlords know the value of the lease to their tenants. The landlord must commit to the new owner with a lease on the same terms and conditions as those currently enjoyed by the owner.

Most factories can be moved, albeit with some difficulty, and the move shouldn’t trouble the customers too much. Of course in boom times, suitable factory space can be difficult to find. But then again; are we in boom times?

Pitch Deck 03 Products and services

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PYBFS020

When a potential business investor looks at what he’s buying, he wants to know exactly how the business derives its income.

What do you do?

Businesses receive money in exchange for one of two things; the sale of goods or the delivery of a service. Perhaps there is a combination of the two. Sellers are often complacent in describing the activity or product. It is easy for this to happen because they are au fait with what they do. Their conversations run away with details of plans and opportunities.
Slow it down a bit. Describe from first principles the background need for your product or service. Where does your business fit into the supply chain of an end product? Where does the final product benefit the end consumer?
It is important to give your prospect a bit of a background to the products or services. If you place the story in context he will find his bearings sooner. He is less likely to shift his interest to an easier to understand business.

Pressure in the minority

You will do well to remember that yours is not the only business on the market. So make it as easy as possible for the buyer to understand things. You want lots of interest. The negotiating power of the seller goes up with the number of interested buyers.

Vaguelly specific

Do not create problems for yourself in the supply chain, or in the market. Avoid using brand names unless you have sole or proprietary rights to a product. If you have a clear competitive edge in a very full market, then the exposure may help the sale. But be careful about letting suppliers know that you ever intend to sell. Suppliers pulling back credit limits can damage your sale prospects.

Non-disclosure agreements are a good start, but they are not foolproof. A drunken braai saturated yob, who looks like the kingpin Monday to Friday, can do you a lot of unintended damage on a Saturday afternoon with his like-minded friends.

Get your AFS into gear

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Jim’s business was jalapeño hot. He told me all about it in about 30 seconds of polished elevator pitch over a poor cell phone line. It got me into my car on the way to Springs within half an hour.


PrepareYourBusinessForSale™ is all about getting exactly that done. But in going the PYBFS route, you also get to add value to your business. Here is why.


Early engagements

I walked into an old house. It had been kitted out for the administration of a business designed to churn out products in volume. We had a good natter. He told me some stories. I told him a few of my own. We drank his very nice coffee, and a few hours went by as I went through my interview process.

The house was one the owner had inherited from his mother. It was more than adequate for what it housed.
The growth curve of the business had been steepening. Jim felt that he needed to get an equity partner into the operation to help fund the continuing growth. The only thing that did not flow in the day, was the financial information. There were some issues. “But I will get onto my auditors as soon as you leave, and I will email the financials to you before the end of the week.”

Cape Town

The next day I had an appointment with another business owner who also wanted to sell his business. This time in Cape Town. He had arranged for me to see him as soon as got back from his trip to Italy. So I was up early, and onto a plane. I spent the better part of an afternoon with Mario as well. He also had nice coffee.

Mario has had his business valued by us every year for a long time. He had sent his latest financial statements to my office the previous day. My team picked them up and started putting them into our valuation model.

He also had a very nice business which had a similar problem with growth. He needed to buy some impressive machinery so that the business could continue to grow at the same rate. His financial advisor said it would be a better idea to sell some equity, rather than push the debt level higher. So that was what he intended to do. I am not a financial advisor. I just listen to those guys.

Network

We maintain a detailed mind map database of businesses, funders, and clients. It’s a veritable who owns whom, gleaned from discussions and web pages. It has now grown into a thing of beauty. A few years ago, it was more rudimentary than it is today.
So on the plane home, I went through the database mind map. I kind of killed two birds with the same stone, mid-flight, so to speak. I was looking for relationships between each of two clients and listed companies.

As it happened, Jim had more prospects for what we thought he wanted to do, than Mario did.

When I got back to Jozi, Mario’s financial inputs were complete. I was able to start the pitch analysis with a full deck of cards (and a search for a few more metaphors to throw into the mix). We still always start with an exercise to determine what the market would bear. We do this for every new client.

We stepped up our research of the agendas of the targets for both businesses. For targets, the easiest route to growth is often through acquisition. The intelligence gathering has always been very beneficial. And boy does our industry talk about who wants what. So keeping the database up to date is easy, albeit time-consuming.

It was going to be an interesting time, I thought. The weekend came, and so did Monday. As always.

I called Jim. He was still waiting for his auditor. There was another problem.

Processes

We collected the rest of Mario’s documents which would be necessary for the sale. His web person made some changes to his website which we thought would help. Jim made similar changes himself. He was very good at that sort of stuff.

Both provided company documents for interrogation during a due diligence. We quickly added debtor lists, supplier agreements, bank accounts and employment histories. They were all easily forthcoming from both. All was going well, three weeks into each respective engagement.

Except Jim’s financial statements were still not available.

I should explain at this point. We always ask new clients to supply five years of financial statements. We can build a very good story from that sort of history. Jim could give everything except the last two years. We had all Mario’s history on file.

Jim’s trial balances and draft income statements for the last two years showed great results. There was no reason to doubt them. But it is the financial statements which investors want. The ability to provide annual reports in good time tests the whole governance issue.

Mario goes to market

Six weeks into the Cape Town engagement, and we had prepared Mario to talk to investors. It did not take many, and he had something which made financial sense. His machinery would be ordered soon.

Jim, in the meantime, was struggling. But he was also getting pushy. He wanted to talk to investors as well. So, he sat down with one of them. It was a great meeting. They loved what they saw. He would have the financials to them next week Tuesday, he said.

Tuesday came. The investor called. It looked like it would take a few more days. “A really fine business”, said the potential investor.

A week later, and Jim wanted to see another investor. “Just to have a plan B”. But he was already screwing with Plan A. But he met with Plan B. Then with Plans C, D, and E. And still, the auditors (apparently) were dragging their feet.

All the prospective Plans A to E did not so much lose patience, as simply wander off elsewhere. As business owners, we have limited resources. Sometimes we need to appreciate that the attention span of professionals, faced with various options, only have so much bandwidth.

Jim gets his stuff together

Jim’s financials were published. The trial balance figures were largely confirmed.

Plan A came back from his trip. It was difficult to get hold of him. When Jim did, he did not have much time to talk. Another fantastic deal had presented itself, and he was going hell for leather after it. “You know, that price may have been a bit steep”, he suggested. “Let’s talk next month”.

When Plan B did not return calls, Jim worried. So when he spoke to PlanC, he had lost some of his form. By Plan D, the picture was not pretty. The closing price was always going to be lower than the original nibble.

And over to you now

As much as this is a fiction, it is only partly so. I have written this with a collection of similar experiences over more than 25 years of helping business owners to change their lives. When a business for sale cannot provide information quickly and accurately, the momentum in the deal is lost. Value suffers. Always. When the third prospect goes cold, the seller gets desperate to keep the others happy. Silly things happen.

So what about your financial statements? Don’t be like Jim. Be like Mario. Don’t let them stand in abeyance with your auditor or accounting officer for more than six months, at the outside. If you can get them into your filing cabinet within four months, you will have the edge.

Business valuations | Various applications and costs

Accurate business valuations empower you to make proper decisions.