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.
Ugh!
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.
Typically, a need for business financing is triggered by some event or string of events. So the timing of when its actually required is not always readily determinable.
Then there’s the classic line you hear from frustrated business owners or managers that the only time they can get a business loan is when they don’t need it.
Combine these first two points with my own observation that 80% of all of business financing requests are unplanned events, and you have a lot of business owners and managers scratching their heads regarding how and when to secure capital.
So here’s a couple of things to keep in mind to increase your odds.
First, because financial statements tend to play a very important role in most types of business financing applications, you need to factor in when and how they are prepared.
In terms of when, financial statements need to filed within 6 months of your year end. If you don’t file until the six month mark, then the results are already 6 months old. And, depending on the lender and how much money you’re after, most lenders will require the last recently completed financial period to be less than 6 months ago. So if your year end is in December and you’re applying for financing in July, many times the lender will require you to get an accountant prepared interim statement for the first 6 months of the current year, or put off further consideration of your financing request until the financial statements are completed for the next year end.
All that being said, one of the takeaways here is to plan as best as you can to apply for business financing in the first 6 months of the year and make sure your accountant is on pace to get them completed well before the 6 month mark. Oh and by the way, the lender will also like an interim financial statement for whatever period is not covered off from the last completed statements to the time of application, but in most cases the interim can be prepared by the business.
In terms of how the statements are prepared, financial statements are done under an accountant statement indicating how much work was preformed to verify the accuracy of the records provided by the business to the accountant. The lowest level of review is a notice to reader, then review engagement, and finally an audit.
If you’re looking for $200,000 or less in business financing, then you may get away with a notice of assessment. Better odds with a review engagement. If you’re looking for financing over $1,000,000, then an audit will eventually come into play.
The higher levels of review cost more money, but without the verification it can be tough to secure business financing, especially lower cost financing.
Bottom line, your completed financial statements are a definite asset that is important to your financing efforts and they have a freshness date that comes into play to some extent.
So when planning out your business over the next year, make sure you take the above into consideration.
To further emphasize this point, say you have a seasonal business that has a year end of December and a peak season of August. If you’re having an off year, which can happen with any business, you may need financing in December or January to carry you though to the next peak. Good luck trying to secure financing with 12 to 13 month old financial statements and an interim statement that may be bleeding red.
Especially for seasonal businesses, you have to apply for business financing after a good year so you can leverage that result. Therefore, if you want some cushion in your available capital going into a season you’re not sure of, you’d better apply for financing before hand.
Click Here To Speak Directly To Business Finance Specialist Brent Finlay
As 2009 starts to draw to a close, the recession has not yet loosened its grip on small and medium sized businesses. And regardless of what the newspapers say, the recession is still very real and dangerous to your cash flow and will likely be for quite a while.
With that in mind, here are a few things to keep in mind when managing cash flow during a recessionary period.
1. Remember that you’re on your own. Whether your cash flow is in trouble or not, assume that you will get no help from your banker if the need arises. I’m not saying they can’t help you, but don’t assume that they will and make sure you’re prepared for them to potentially say no.
2. All the credit you have accumulated up to now that has proven to be more than enough for your business needs is not enough. I’m not going to say, go crazy and apply for credit all over the place. I’m more referring to 1) applying for credit with suppliers you don’t already deal with and 2) asking your existing suppliers for higher limits with the potential promise that you will do more business with them. In a recession, credit will dry up fast in the most unexpected places, so make sure you have good sources of credit to draw from.
3. You are your own bridge. Sometimes cash flow crunches in recessionary periods end up being short term gaps that result from delayed payments to you from customers, or a credit squeeze by a certain supplier that impacts you short term until you can source else where. In any event, if these clear short term cash flow gaps appear on the horizon, you personally are likely the best source of bridge financing. Why? Because the time period for the bridge is short (less than 6 months I’d say), so its not worth the time and energy to hunt down business financing at a time when its going to be difficult to secure anyway. Second, the less any one else has to know about your cash flow, the better. Having to go to your bank to explain a short term cash flow gap that you need their help with may just be opening up a can of worms. They may decide to help you, or they may decide to take a closer look at your business and perhaps decide that they’re already giving you too much credit and want some back, or who knows what else. Banks can be “fickle partners” in a recessionary time and its usually best to just keep everything low key with them until the economy gets back to normal.
But in order to be your own bridge, you need to have the cash available to inject into your company. So, either proactively get a personal line of credit against your house, or wait until you see a glimpse of cash flow trouble and then apply. If you already have some personal sources in place, great. Just make sure that the credit is available to you in the event that you need to use it for a bridge.
Personal real estate financing is the simplest, cheapest, fastest form of financing available to you, which by the way will still take at least 2 weeks to fund AFTER you have an approval, so fast is a relative word.
If you have good credit, even in a recessionary period, you should be able to get a prime to prime plus one line of credit up to 75% of the value of your home. And remember, the plan is to never use it, but if you need it, you have it to draw from.
A final point to mention here is make sure this is a short term bridge situation before throwing your own money in. If there’s no clear end to the other side or no bottom to the hole in the cash flow, I would strongly recommend keeping your personal funds out of it.
Remember that a bridge has clear well defined sides to it otherwise its not a bridging situation and needs to be looked at differently.
4. All Cash Is King. If you don’t already, offer your customers cash discounts for early payments if you extend credit to your customers. In a retail setting, offer discounts and sales more often to generate more cash flow and potentially give you an opportunity to reduce inventories. Yes, this will cut into your margins, but consciously taking actions to generate more cash flow may become critical down the road.
5. Match up Inflows with outflows. If you operate a business, like construction, where revenues and expenses are matched to individual projects, try to match your vendor payments related to a project to the inflows you receive. This may delay vendor payments which they won’t like, but if they know their materials were consumed by a particular project and you haven’t got paid yet, then they are typically more inclined to work with you, as long as you regularly communicate to them and as long as progress keeps being made on their account.
By taking this approach you will not be eating up available cash to pay vendors before you get paid (If you can do this at least some of the time, it can be a big help to your cash flow). If a delay takes longer than you had forecasted, then you may now have problems making the weekly or bi-weekly payroll.
Just remember that cash flow problems are out there waiting to happen. You can’t predict when they may impact you, but you can be prepared to deal with them if and when they occur.
Cash flow contingency planning can make the difference as to whether you come through a recessionary period unscathed or not.
The process of buying or acquiring a business can be a grueling and dragged out process with many false starts occurring before a deal is actually consummated. So before you even get to an offer to purchase, or even a letter of intent, go through these five questions to determine quickly if any prospect should be ruled out before too much time and money is spent.
1. Who’s in control of the deal on the vendor’s side? Many times its hard to tell who’s really in charge on the vendor side of the deal. Between brokers, and lawyers, and accountants, and business managers, the process can get very convoluted.
While you would think that the atual owner of the business would control the deal, in many cases this is not the case due to their inexperience in the sales process. If you can’t quickly identify and get comfortable with the decision maker, stop the process and move on. Too many cooks will likely spoil the soup and just have you running in circles.
2. Is the Vendor Willing To Partially Finance The Deal? Especially in business sales were there is goodwill factored into the purchase price, most third party financing will not consider the goodwill portion. Also, vendor financing provides a quazi buyer indemnification fund, helping to assure that the vendor is completely transparent during due diligence and ownership transition. Having a vendor loan in place is going to further motivate the seller to make sure the buyer is going to be successful long after the transaction is completed.
3. Is the historical financial performance of the business supported by 5 years of at least review engagement financial statements? Without review engagement or audited statements, you have very little if any verified financial data to go by. There are ways around this, but its going to take more time and money to verify the accuracy of results.
4. Do your source(s) of capital support the deal being proposed? If you are using your own cash, then you can obviously do what ever you like with it. However, most business acquisition transactions involve third party financing, which can have restrictions on the type and structure of a deal. Too often, purchasers think that if they can get a deal worked out that the financing will be the easy part and too often a good deal falls apart at the very end because the financing process started too late in the game.
5. Are you buying a standalone going concern business, or someone’s self employed status? A business can be very successful, but also near 100% dependent on the owner. If the owner has not developed systems and management and structure that can live without him, then it may be time to find another opportunity.
Don’t feel bad if you don’t have a business exit strategy as you’ll be in good company with the vast majority of small and medium sized business owners out there.
But to be fair, you can define an exit strategy in a lot of different ways.
So lets go over the ways I would describe it and you can send me your comments if you see it differently.
The first type of exit strategy is to sell your interest in the business when its worth the most to others. The focus here is to work on increasing the enterprise value of the business and always have the business in what I call a sellable position, so when opportunity comes calling, whenever that may be, you’re ready to take advantage of a good payday.
The rationale is that you can’t predict when a highly motivated buyer will be looking to invest in what you have been building. So when ever the situation presents itself, you are ready to entertain top level offers.
The second type of exit strategy or approach to business exit is to build up the business to a point where its doing very well in its market and getting close to peak performance where incremental efforts to increase profitability will only generate marginal gains. The rationale is that the best price for selling an interest is when a business is at the top of its game and has a solid near term track record to back it up.
There is never any guarantees that performance at that level can be sustained, so why not try and sell out when you can paint the most glowing picture? If a new competitor enters the market, or an old competitor re-invests, or the economy turns, or whatever … will the spin off effect create a drop off in business, which in turn reduces the business value? Here, we never assume that business will be good and like any other market you want to sell at or near the height of the market.
While similar to the first strategy, this approach is more fixed on the near term where the owner may give himself up to 5 years to build up the business and get out. In the first strategy, while a short term sell out is possible, the main focus is to always be ready to sell if the opportunity arises whether that be in 5 years are 25 years.
Following the first two strategies towards exit, you are always treating your business as an active market position that you are prepared to sell for a good profit at any time.
The third and most common approach is to own and operate a business until you reach retirement age or you just get pain sick of it. The problem with this approach is that its not really a strategy at all in that its far easier to say my exit strategy is to sell when I retire. Therefore, no work is required right now, especially if you’re 10+ years to retirement, right?
Wrong, or at least I say its wrong. Why? Because when that day comes when you decide its time to retire, what are the odds that the business is at or near its peak value, what are the chances its been built up for sale over a series of years to support a solid sale price, what is the probability that there will be a demand for what you’ll be trying to sell?
If you want to take this approach, then in order to get the most out of your business for retirement, you need to be planning the exit strategy years in advance to build a profitable exit versus hoping a profitable exit will happen.
Unfortunately for many, there is no profitable exit and still others that could have been a lot more profitable with some planning and for thought.
If you don’t have an exit plan, its definitely something to start seriously thinking about.
I’ve previously talked about all the ways your cash flow can get side swiped during a recessionary period and how you need to protect yourself from these unplanned events .
Here are some strategies to consider to make sure your cash flow and company aren’t left for dead. Remember that those who can get through a recessionary period relatively unscathed are in a great position to profit out the other side due to the fact that there’s going to be business to be picked up from the fallen.
Strategy #1. Plan for a slow down by making as many of your operating costs variable and consider utilizing more contracting to further reduce your fixed overhead. This may tax your operations a bit, but if cash flow becomes tight, you’ll have your monthly outflows minimized.
Strategy #2. Make sure to spread your supplier business around and potentially take on additional suppliers even if it increases your costs a bit. You never know when a supplier is going to go down due to their own credit problems and if you are relying on their trade credit terms for your cash flow, then you could very well get pulled into the soup as well if you’ve got too much dependence with any one source.
And just because suppliers are big doesn’t make them immune to cash flow problems during a recession. In fact they may be even more vulnerable if their balance sheet is highly leveraged and they have a few large customers that provide for most of their revenues.
Strategy #3. Do not enter into longer term projects or entertain deals with new partners. In some industries, like construction, many sub trades just go on vacation and shut down business all together because their experience tells them its only a matter of time before someone chooses not to pay the little guy when money gets tight. More smaller jobs with faster turnover reduce the risk of too much cash being tied up in any one venture.
I’ll be back with a few more suggestions in tomorrows post.
The recession creates the obvious problem of less sales for your business, but even if you’re in a mostly recession proof business, or one experiencing only a modest down turn, beware of what I call the cash flow domino effect.
This is most relevant to businesses that are part of large supply chains, but it can happen to virtually any business, depending on the circumstances, and all these triggers can be like falling dominoes heading straight for your cash flow.
Trigger # 1. Someone in your supply chain or even a related supply chain gets into cash flow trouble. They can’t pay their bills, which impacts the cash flow of their suppliers. Now the suppliers customers will have their cash flow impacted and so on and so on down the line until the problem lands on your doorstep. The more cash flow problems originating in the supply chain, the greater the domino effect and the more likely of anyone being impacted.
Depending on where you sit in the chain relative to where the first domino falls will likely determine how this impacts you. In some industry this can be a complete company killer as business try to find ways to cover their operating costs and protect their credit until such time as the money starts flowing again.
Trigger #2. Your business is doing ok despite the recession and everything seems to be in hand when all of a sudden your bank calls your loans or puts you into what they call special loans. You’ve been a good customer for years and may have never missed a payment, but here they are with a knife to your throat.
Why would the bank do this?
Could be lots of reasons. They may feel that they are over exposed in your industry right now and want to strengthen their portfolio by calling in some loans they know they can get their money out of without losing money. You many be “offside” on one of your debt covenants which might be only marginal, but its an excuse to again reduce their exposure. Or based on the current conditions, they have significantly revalued your security and now believe to be under secured based on the amount you owe them.
Even if they don’t call your loans, they can trim back your limits and still wreck havoc with your cash flow. Remember that most operating credit is on demand and can be called or reduce on demand at any time for any reason.
Its just business, nothing personal.
But you still are in pretty good shape, so you’ll just do to another bank and get business financing some where else, right?
Trigger #3. In the middle of the recession, hardly any main stream lenders are lending any money and few are doing more than selectively helping out their existing clients. So even though you have a viable business, you can’t get a low cost loan. If you have assets to leverage, this could force you into more expensive asset based solutions until the recession blows over and hopefully you have the margins to cover the cost or you could become Trigger #1.
As you can see, the cycle can feed on itself and increase the potential negative impact on your cash flow.
As we get into the last quarter of 2009, the dominos have been starting to fall and are building momentum in some industries and geographies. How do I know? All I hear these days when I answer the phone is a business owner explaining which trigger he’s just been hit by.
More on what to do to protect your business cash flow in future posts.