When you list your business for sale, the bids and eventual proceeds you can expect to receive will be largely influenced by historical cash flow results. Your focus cash flow in the period prior to sale, can significantly increase the profit you realize.
Buyers will tend to look at a business sale price as a multiple of the expected future net cash flow. The multiple will vary based on industry and also future expected growth. The best way to increase the multiple in your favor is to focus on optimizing the cash flow base that will be multiplied.
The ideal financial picture would show 3 to 5 years of past financial statements that show steady and even exponential growth in both earnings and cash flow. Alternatively, there are three other historical cash flow and earnings trends: 1) declining cash flow, 2) cash flow that trends up and down, 3) steady or near flat cash flow results.
If your business is experiencing declining cash flow or eradicate cashflow, the cash flow base and the multiplier will likely be reduced due to future uncertainty. Steady cash flow results will not likely impact the base, but the multiplier will not be high due to absence of growth potential.
Lets look at a few different scenarios to give you a better idea of how these different cash flow trends impact a business sale.
Scenario #1. Mature business sale where the business has been in flat to slight decline. This is a very typical situation where the business owner(s) have held the business for a long period of time, are no longer investing in growth, and are at or near retirement age. To prepare for sale, there may be a final push to show better results from selling off assets and optimizing accounting statements. But the long term historical trend will show that the cash flow improvement occurred immediately prior to sale and will not likely stop the base and multiplier from being discounted.
Scenario #2. Business showing steady cash flow results where growth has been siphoned off to the owners. Because the actual financial results do not show growth, there will likely be no increase to the multiplier. If a typical multiplier was 3 to 4, a growth based multiplier could be 5 to 10, potentially making a significant difference to the proceeds the business owner can expect to receive. Yes, the financial statements can be recast to build back in the funds taken out by the owners. But recasting can be imperfect based on the convoluted ways owners extract funds from their businesses. Plus, unless the recast is done by a third party with significant review, its not likely to be assigned much value by potential buyers.
The key takeaway here is to start planning your exit strategy and future business sale well in advance. By investing in growth 3 to 5 years prior to listing the business for sale and generating financial statements that drive results to the bottom line, business owners are more likely to garner premium returns in the market. The extra work and effort could generate a huge payday by potentially increasing both the base and the multiplier.
The first thing to discuss is where not to look when you’re trying to secure capital for startups, which is in the most obvious places.
Unless there is a government sponsored loan program administered by the major banks, the lenders that you see on the television every day have absolutely no intention of lending you any money for a start up business venture.
Yet because of our branded conditioning, it tends to be the first place everyone goes and the first place they get turned down too.
Once you have maximized your personal financing potential and taken full advantage of you family and friends, you have to start thinking outside the box whereby the box being walking into a bank and applying for a loan.
First, focus regionally. Wherever you are, there is going to be local, regional, and national business development programs that are designed to increase the business tax base and maintain or add jobs to the economy. These business development programs are designed largely for businesses that are not yet “bankable” but have a sound basis for commerce and intend to hire employees. And while many of these types of support programs tend to focus on small dollar loans, there are exceptions.
More specifically, I’ve seen some regional development programs that will shell out millions in loans and guarantees for the creation of industry and jobs in certain areas. This of course is area specific, so if you want to get access to the funds, you have to be willing to relocate to the area that has the money.
Second, government grants and loans are out there and can be secured. However, most government grants and loans are in place because there is a lack of some service or product that they are trying to draw business owners towards. So if you want to take advantage of government funding, then you may want to research what they are supporting before you choose your business venture otherwise there may not be anything available for what you choose.
Third, other related businesses that want a certain type of product or service, but can’t readily access it and don’t have the time to create a related business themselves. What could be better than having a major customer right off the bat that also has a financial stake in your business and is therefore motivated to help you succeed?
Fourth, there are equity investors that are on the look out for businesses they can buy into. Just remember that this can be a very demanding form of capital that is typically looking for high profit potential and experienced partners that know what they’re doing and have a track record to prove it.
If you want to start a venture that requires capital, then you need to work backwards from the available capital sources. That may sound counter intuitive but its not if you think about it. From a marketing point of view, you are always taught to work backwards from established market needs and wants instead of forcing something new on the market or guessing at what will make you money.
When business financing for startup capital is involved, you have to work double time and work back from the market and from funding sources.
In reality, there are four scenarios that evolve out of the someone wanting to start a new business. 1) You want to start up a business providing things that not enough people want and there are no sources of financing for that type of business available to you. 2) You want to start up a business providing things that not enough people want, but there is some available sources of financing. 3) You want to start a business that has high customer demand, but no sources of financing. 4) High demand, and money available.
Too many people choose 1, 2, or 3, and get nowhere fast. But even if you do your homework and focus on #4, there is no guarantee of success, but you’ve increased your probability of a profitable outcome just by not swimming against the current.
Bottom line, there is no magical place that provides start up money for any type of start up.
But there is also an infinite sea of money always looking for a home. When you focus on a real market need that you can tap into where there is available money to scale the business, then you’re on the right track.
Securing any type of capital is always about having something to leverage. If you have a great business idea that the market is hungry for or just needs more of what you want to deliver, and you have a solid plan to move forward with, that’s a great start. But take a hard look at potential sources of capital as well that are motivated in some way by what you’re trying to do.
If you can put market demand and money availability together, then you’ve got something to secure capital with.
If you’re looking for more specifics, I don’t have any. Each scenario has its own set of variables (market, individual skills, geography, economy, competition, industry, etc, etc, etc.)
Where to look for start up capital has everything to do with understanding the relevant variables which will help point you in the right direction.
Purchase order financing is a form of asset based business financing that business owners and managers utilize to cash flow profit earning opportunities.
A basic overview has the borrower holding a purchase order for delivery of goods to a customer and requires a financing advance against the purchase order to secure and potentially complete the finished goods in question.
In order know if your business could be eligible for purchase order financing, here are some generic requirements to consider.
1. The purchase order needs to be for a commodity good that has an easily identifiable market in terms of asset liquidation pathway and value. The best liquidation plan for most purchase order financiers is the customer list of the borrower. Existing customers are already buying the product from the source so its reasonable to presume that this would be the fastest and easiest way to move the product, especially if a discount was provided.
2. The issuer of the purchase order must be a credit worthy entity capable of honoring the purchase order if it is properly fulfilled. Some lenders will even go so far as having the issuer qualify for accounts receivable insurance before approving financing.
3. The product to be sold must have a profit margin of 20% or higher. In the event of any transactional or repayment issues, the lender will step in and liquidate its security for repayment and because the assets will be forced liquidated, there needs to be some margin in the product to allow for a likely discount under conditions of a forced sale. The second reason that a solid margin is required is to cover the cost of financing. Purchase order financing is not cheap and can range from 2% a month to upwards of 4% a month plus administration fees.
4. If raw material needs to be turned into finished goods, the amount of work required needs to be minor in nature. Lenders don’t want a bunch of money sunk into work in progress that may not be in a sale able form.
5. The supplier of the material that will likely be receiving proceeds directly from the purchase order financing lender, needs to be well established in terms of reputation and financial stability. Typically, a lender will want to see the borrower have some prior dealings with the supplier in question.
6. The issuer of the purchase order must be prepared to pay the lender directly once the goods written in the purchase order have been received by the P.O. issuer. The lender must be paid directly by the borrower’s customer, which is quite standard in asset based lending due to the high levels of leverage and risk involved.
7. If the supplier of goods is from another country, the lender may require a third party inspector to inspect the product during production and loading and have the borrower bear the cost of this activity.
These are just some basic things to consider with purchase order financing. There can be numerous variations to above but this provides a basic overview of what you need to have in place to be able to secure purchase order financing.
Lets make a slight qualification to this post before going any further. Obviously, investors will focus their attention on opportunities that meet their criteria for industry, technology, profit potential, and so on. But after they pre-qualify the opportunity to be in the ball park so to speak, what is the most significant criteria there after that most equity investors and their advisors will apply against potential opportunities?
Answer… Strength of the management team.
And even to get more specific, the presence of some one or a team of some ones that has been involved with a similar opportunity in a similar industry with at least one other company at a similar stage in its life cycle, and successfully led these past organizations to not only meet the expectations after capital investment, but also were able to orchestrate a profitable exit strategy.
Most investors are looking to get in and get out in 5 years or less and at least double their money in the process to provide the minimum return expectation. So not only do they want someone at the controls that knows how to get things done right off the start, but also someone who knows how to cash out profitably in a reasonable amount of time.
So basically, investors are looking for a tangible financial score card that clearly shows what the key personnel have delivered in the past, and hopefully delivered more than once. Sure, holding high senior positions in profitable companies and having an impressive set of academic and professional credentials can help build the case for competent management, but if there isn’t proof of making things happen and delivering returns directly from their leadership efforts, then investors are likely to pass.
There are a number of reasons why this makes a lot of sense.
First, there are all kinds of senior managers out there that may be highly skilled at what they’re area of expertise is, but have no real experience of managing in a more raw and non linear start up or growth environment. And the business landscape is littered with all kinds of examples of high priced executives that flamed out on ventures funded with other peoples money.
Second, there is a definite learning curve to managing a fast moving venture with high expectations and lots of moving parts that have to come together quickly or fall apart. There are many executives that are capable of moving into an existing position and improve upon it or take it to the next level. But its not the same experience as building something from nothing.
And here’s something else to consider. Not only is the past management track record the most important equity financing criteria, but in many cases its at least 70% of an investors decision to proceed with the opportunity or not.
So before you spice up your presentation for the next group of equity investors you want to get an audience with, make sure that you’ve got someone you can bring along that has the type of track record to close the deal.
First of all, what is our working definition of a business loan. For the purposes of this post, I will define it as a debt instrument with a stated rate of interest and defined period of repayment.
Any business loan is further defined by the purpose of its use, the security involved, and the timing of the related cash flow stream tagged for repayment of the principal and interest.
When the purpose is for working capital, business loans or debt instruments will come in forms that are short term in nature and are predominantly secured by short term assets like accounts receivable, inventory, and potentially equipment.
Working capital instruments for low leverage balance sheets and strong credit profiles will include lines of credit and term loans of 5 years of less. Lines of credit will rise and fall with the cash requirements of the business, while term loans will have a fixed repayment term, drawing money out of cash flow for structured principal repayment.
For higher leveraged balance sheets and/or weaker credit, working capital can be provided through asset based business loans, inventory financing, accounts receivable factoring, and purchase order financing.
While all of the above are technically asset based loans, lets discuss each one separately. The standard asset based loan provides working capital funds as a percentage of the liquidation value of accounts receivable, inventory, and equipment value, similar to a line of credit. Unlike a line of credit, the leverage tends to be higher and is more closely managed by the lender through the lender collecting all the customer proceeds due to business and then continually adjusting the loan outstanding according to the current security value. With a line of credit, there are balance sheet ratios that need to be maintained and reported on a monthly basis, but the cash is collected and managed by the business as long as the business owners and manager stay within the stated covenants.
Accounts receivable factoring is extended as a business loan on the strength of the customer that owes the receivable and provides the lender with rights against the receivable that’s outstanding. There are many different forms of factoring and the rates can vary tremendously.
Inventory financing provides a business loan for the purchase of inventory and uses the inventory for security. Some inventory financing models have the lender control the inventory in third party warehouses to protect their interest in the inventory while other inventory financing models will allow the inventory to remain on the business owner’s premise if the facilities and control systems can provide the lender with sufficient comfort.
Purchase order financing provides business loans based on an advance against the value of a customer purchase order. The credit rating of the customer, the nature of the order, and the time period required to complete the transaction will determine the amount of purchase order financing. For instance, most purchase orders are provided on the purchase of commodity goods that have an active market and can be readily liquidated by the lender to get their advanced funds back if required. Inventory financing is also primarily provided on commodity type goods for the same reasons. Both inventory financing and purchase order financing command higher rates of interest than traditional forms of working capital related business loans
Other forms of short term debt can be subordinate debt financing where a business loan is provided against assets that already have debt registered against them, but with sufficient security value available to secure additional capital in a second security position. Because of the second position, the cost of these funds will be higher than the first position debt.
For intermediate term lending on the acquisition of assets with a useful life of 2 to 10 years, business loans come in the form of term loans or demand loans for equipment. A demand loan can demand repayment at any time while a term loan cannot. Equipment can also be financed through leasing which is different from a business loan in that the lease company retains the ownership of the assets acquired and/or provided as security while in the case of a business loan, the assets are owned by the business with security registered to the lender.
Longer term business loans for longer term life assets such as buildings and real estate are typically financed by commercial mortgage instruments.
There are still other forms of business loans such as convertible debentures and mezzanine financing that are more elaborate in nature and tend to be utilized when loan amounts are in the millions of dollars and more complex business enterprises are involved.
There are so many variations around all these forms of business loans, that each would require a separate discussion.
The point here is to remember that if the business has something of value than can be readily sold or liquidated in the market place for a predictable amount, then there is potentially a form of business loan available to that particular business.
First of all, business financing decisions for debt capital tend to limit credit assessments to business credit if there are no personal guarantees required by business owners, shareholders, or third parties. However, this is not an absolute rule, and in many cases, personal credit still creeps into the decision making process.
Because personal credit is a form of character assessment, reflecting how an individual carries through on the commitments he or she makes.
There may be ample financial support for debt financing, but a poor personal credit track record of a major owner of a business can still lead to an application decline.
In cases where the security offered by a business and any required covenants are not sufficient to secure the lender, then personal credit becomes even more of a major factor in credit decisions.
The third scenario when personal credit comes into play with business financing is when the business itself has very little or no established credit. This can be very common with businesses under 3 years in existence and also in older businesses that work with smaller suppliers than don’t report their results to credit reporting agencies.
While I can follow the logic of utilizing personal credit reports when assessing business financing requests, the practice is far from reliable due to inaccuracies in personal credit reports. Remember that the personal credit reporting agencies do verify the information placed in your credit report, so any errors can potentially impact a business financing credit decision for a business loan you may apply for.
This is yet another reason to regularly check you credit report for errors and take the time to make it as accurate as possible.
Yes, in most cases, it does takes a bit more than the decision to sell and sticking a for sale sign in the ground to get the most profit or return from selling your business interest when you decide to exit.
Here are a few points to consider that can individually and collectively increase your probability of higher returns and a faster sales process once you put your business interest on the market.
#1. Develop a business exit mindset. As you grow and develop your business, remember to do so keeping the end in mind. Part of being in business is to develop asset value that someone will want to pay you for someday. Too often, when business owners are ready to sell, their business is not in what I would call an optimal sell-able position whereby buyers are not rushing to place high value offers to purchase.
#2. Related to the first point, continually focus on building assets, especially as you get closer to your projected time of exit. If you are in a service business, building a bigger and more responsive customer list will create more value. If you are in a more asset intensive industry, keeping your assets up to date, and investing in a physical location will also create more asset value and buyer interest.
#3. Build proof of performance. The preparation of financial statements and tax strategies can strategically save you money, but can also reduce the historical performance of the business. Sometimes your accountant can be too cleaver where you may save some taxes in the short run, but loose out on your sales price in the long run. Remember that while business valuations are done in a number of ways, the primary method will always be some multiple of generated net cash flow. So the closer you get to business exit, the more cash flow you want to be able to book in the financials, which could end up costing you some taxes short term, but also gaining you even more long term sales proceeds.
#4. Make yourself Dispensable. Too often, business owners do not transition the management and control of the business to others or create systems that do not require their direct involvement. One of the key things that can scare off buyers is the fear that the business may not be able to profitably continue without the presence of the owner.
#5. Develop a financing friendly scenario. In most cases, optimal profits from selling a business and quick business sales, have everything to do with the buyer being able to finance a portion of the business purchase price. Third party business financing is more likely when lenders can clearly see the historical performance of the business, a solid transition plan, and business assets that have significant market value. The other business financing aspect of getting an optimal sale price is for the business owner to supply part of the financing. While this limits the cash proceeds in the short term, it can also make or break the potential for higher total returns.
Vendor financing can also significantly speed up the sales process as third party lenders are more interested in participating in deals where the vendor is also prepared to contribute. Why? There are a couple of reasons. First, the amount of third party financing required will likely be less so less risk to the lender. Second, the vendor financing will create risk for the vendor and should motivate the vendor to support the transition of ownership and disclose all risks and issues that may impact the business in the future. This will also reduce the risk of a third party lender. Third, lenders are not typically interested in financing goodwill, so when goodwill is built into the sale price, vendors are many times expected to finance all or part of the goodwill valuation, creating a more comfortable position for third party lenders to provide business financing
My standard pre-qualifying statement is that there are no absolute answers to offer to business financing questions, but that being said…
Being incorporated does not have much impact on business financing nor does it protect you very much.
I had a call today from a service company that just got incorporated a couple days ago and was looking for prime plus one business financing for the new business, without any real security being offered or any guarantees of any sort.
Its not uncommon that business owners think that 1) being incorporated gives them greater access to capital; and 2) that financing through a corporation will reduce their personal liability. Both of these statements tend to rarely be true.
Yes, being incorporated demonstrates a certain level of stability and continuity. But when it comes to business financing, especially debt financing, a lender doesn’t care how many corporations you have set up, or how you have arranged ownership to guard against risk. For the most part, everything is looked as being in one basket, whether its inside a corp, or outside, spread out over multiple corps, or buried deep in a vertically integrated corporate structure.
The basic business rule for acquiring debt financing is that the lender needs to be sufficiently secured by marketable assets. If the security ratio is thin, then a guarantee or surety of some form will also be required. If the corporation has sufficient retained earning to support the required level of guarantee, then the liability of the financing facility will be limited to the corporation.
But if the retained earnings are insufficient to cover the guarantee or covenant, then personal guarantees are required. Its really all about math and coverage ratios. Corporate structure is basically irrelevant.
Business owners don’t like to hear that and usually say something like “why did I incorporate if I can’t limit my liability?” My answer would be if the only reason you incorporated was to avoid high ratio debt liability, then I’m not sure why you did either. However, most business owners incorporate for a whole host of reasons of which liability protection is only one.
As an incorporated business, you should always try to negotiate personal liability out of the terms of a credit facility, and even if you have to provide personal or corporate guarantees, you should also continually work to reduce them over time as your debt level is reduced.
Otherwise, its just about the numbers.
First off, lets focus our discussion around equity financing objectives, not the exact form whether it be angel, or venture capital group, or institutional fund, or whatever.
Regardless of the form of equity financing source, what’s more important is the investor requirements or intents.
Too often small and medium sized business owners or entrepreneurs start seeking equity financing for a business venture because they either realize that they can’t borrow enough debt financing, or they need more equity in the business to leverage more debt financing.
So, effectively they’re backing into the need for equity financing in the first place, out of necessity. And because most types of business financing capital hunts are unplanned, the business ownership group is usually in a rush due to some time pressure, perhaps even in an early stage panic mode.
As a result, the business owners are not perhaps as selective as they should be, or they don’t start the equity financing process with their objectives clearly outlined.
This is where all the different shapes and sizes of equity capital come in.
Like the business owner trying to secure capital, the investor is trying to place capital. Each investor is going to have their own profile of industries they like, returns they expect, level of risk, business stages their interested in, and so on.
My question to the business owners looking for money is are they presenting an investment opportunity for investors they want or don’t want?
If you’re in a rush, which most entrepreneurs are, many will answer that they don’t care about the profile or reputation of the investor, they just want the money.
While this mind set and approach can create the desired results, its unlikely that the results will be optimal for the initial business owners that were trying to get equity funding, but its much more likely that things worked out just fine for the investor, especially if they are a well seasoned equity capital provider.
Let me explain.
The more of a rush you’re in and the less thought through your strategy and implementation plan are, the more likely you’re going to attract very opportunistic investors that understand their superior bargaining position and will take full advantage. If they inject money, they will likely command a large ownership stake, likely a large controlling interest, board control, and every other kind of control their lawyers can think up.
But again, there are all sorts of variations around this theme. The key point is, unless you know what you want and are in a good bargaining position to get it, you’re likely to see very one sided investor offers that may very well give you the money you’re looking for, but ask for close to your soul in return.
When a business ownership group or individual is seeking equity financing, they need to consider two questions before starting their courtship with potential investors.
Question 1: How much of the company (and in what ownership form and conditions) am I prepared to offer for the capital I seek?
Question 2: Am I looking to sell off an interest in the business for the long term or for the short term only?
Question 1 has a lot to do with your bargaining power which will relate to what business stage you’re at (pure start up, pre-commercial, early stage, growth, etc.), what types of assets you own and their ability to appreciate in value and generate cash flow, your management team and their related experience to what you’re trying to do, how much capital you’ve put into the business, the related time line for making use of the capital to be invested and the payback period, and so on.
Question 2 is critical to your ability to build out your business over time according to your vision and strategy. For example, a business ownership group or individual may be prepared to relinquish a large portion ownership, perhaps even a controlling interest, if the original group or owner has the ability to buy back the interest at some predetermined time in the future for some predetermined price or price calculating formula.
Without this sort of objective, the equity capital you raise can very well get into the be careful what you wise for category. For example, its not at all uncommon for very opportunistic investors to aggressively buy into a company with great potential with the underlying goal of getting rid of all the original owners and managers within a few years in order to take complete control of the venture.
There are also investor financing groups who are only looking for short term investing opportunities which in many cases are no more than 5 years in length. They typically will require a certain amount of minimal return with some upside potential based on the performance of the business.
The key here is to clearly understand what you have to negotiate with and what you’re prepared to live with before seeking equity financing.
That way you’re more likely to get something that can work for both sides and if you have to compromise, at least you’re doing it with you eyes wide open.
When opportunity comes knocking on your business door, you want to answer as quickly as possible and try to take advantage of it, right?
I mean, you’ve done your diligence and have decided that you have an opportunity to go after. There’s just one problem…you need a business loan or some other form of business financing to make it happen.
No problem. You just go down to your bank and get a business loan, right?
That may very well be how it goes down. But before you even go ask, here are a few things to keep in mind.
The process of securing money is 9 times out of 10 time consuming, even when you go through well established relationships. And any inquiry to a new lender will likely take longer than to an existing lender, all things being equal.
Plus, the nature of business financing decision related to business loans can be influenced by the lenders portfolio at a given point of time, their policies, staffing, the weather, and who knows what else.
The point here is that its hardly ever easy and fast to get your hands on business financing of any type. Yes, it happens, but its not what you can expect on average.
So time is money when you’re trying to take advantage of an opportunity that may very well have a shelf life.
The second point to remember is that the first business loan terms you secure might not be the best that you could secure at a given point in time. This really can be a profit killing brain buster.
Many times business owners and managers will not accept a business loan believing they can do better, which they very well could, but end up putting off the opportunity for 6 months or more searching for the best business financing deal.
What would you rather do, make an extra $100,000 a year or save yourself $5,000 in interest costs?
I personally hate the term no brainer as something can always go wrong with anything whether you have a brain or not, but this is as close to one as you’re going to get.
Of course you don’t want to accept anything with crazy terms that are going to back you into a corner or cause other problems. I’m talking about simple stuff like interest cost, which can add up to large dollars, but don’t impact your ability to get going and take advantage of your opportunity.
It may seem ridiculous that you can’t always secure business loan terms you should qualify for in the time period you want, but that’s the way the commercial money system can work.
Bottom line, if you can get reasonably close to your expected terms for a business loan and get making money faster, you will likely be miles a head of the game versus holding off making money as you search for cheaper and/or better term money.
At the end of the day, when you’re sitting on some beach, enjoying the benefits of the money you’ve been able to make by moving fast on opportunities that presented themselves, are you really going to look back on things and think, boy I paid $20,000 too much on interest on that deal that made me over $1,000,000 10 years ago?
I don’t think so.