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Best Practices When Preparing Your Business for Sale

The decision to sell your business can be incredibly difficult. In addition to the financial capital you have invested in your company, you have incurred an intangible amount of “sweat equity, through the hard work spent building your business and the natural emotional investment made in the company. That’s why, once the decision to sell has been made, it is imperative that proper preparation is put in place  to ensure your goals are met once your company is brought to market. Owners who approach exit planning systematically and methodically are more likely to maximize the value of their business and sell on their own terms.

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Financial Preparations

The primary factor influencing a company’s value is its earnings. It is essential  that the company’s financials present potential buyers with a clear story, allowing them to fully evaluate the company’s production. Presenting your business as efficient, with solid cash flows, a clean balance sheet, and low expense requirements, will position it as an attractive acquisition. There are several steps a business owner can take when reassessing their financials.

First, small private companies’ income statements are typically geared towards minimizing the company’s taxable net income. Although beneficial to the business owner, this approach is counterproductive in the context of a sale. As such, discretionary expenses that are not critical to operations and have not, or will not, impact revenues should be identified and eliminated. This could include owner/shareholder expenses, family-member salaries, fringe benefits or exorbitant perks, and extraordinary one-time expenses. Not only will this exercise maximize net income, but it will also present a normalized picture of the business to acquirers.

Second, organizing your balance sheet is key in preparing for a transaction. Sellers should remove all assets unrelated to their business from the balance sheet, as well as identify excess assets that could be converted to cash without adversely impacting the business. A buyer will not be interested in paying for excess inventory and, as such, this presents an opportunity for the seller to increase the total yield from the sale.

Third, it is important that a seller fully understands the company’s working capital before engaging a buyer. Working capital is often a point of negotiation between the buyer and seller. Buyers expect to receive a “normal” level, and often use low amounts of working capital to drive down the total cash paid at close. Managing working capital requires both time and effort, but it can result in greater efficiency and can lower the total level of working capital buyers expect to have delivered.

Lastly, the reliability of a company’s financial statements is critical in influencing a buyer’s decision. It is recommended that, before going to market, a seller contracts an independent accounting firm to review or audit their company’s financial statements. This will ensure the company is presented in an accurate manner, and will instill a sense of confidence in potential buyers, resulting in a greater level of trust and better valuations.

Operational Preparations

A company’s operations are just as important as financials. Potential buyers will seek to comprehensively understand the business practices behind a company’s earnings. A well-run business, with efficient operations, and good growth prospects will appear more attractive to any buyer. Unfortunately, businesses often have operational issues that could jeopardize a transaction. It is necessary for sellers to identify these issues before going to market and, in any case where the issue cannot be resolved, prepare to address it in a forthright manner.

For example, although a company’s clientele is not directly reflected in its financial statements, a company’s book of clients is a critical point of examination for a buyer. An ideal business has a broad customer base with little customer concentration. Dependency on a limited number of large customers could significantly reduce the marketability of a company. In these cases, it is important that the seller address this issue head on by either diversifying the company’s clientele before going to market, or developing a narrative to mitigate this issue and reassure buyers.

Additionally, a business owner’s level of involvement in the company is an important factor to buyers. They are acquiring the business, not the seller. As such, buyers will want to see a strong supporting management team, indicating the business will continue to be successful long after the owner has left. As a business owner prepares to go to market, it is key that they evaluate their role in business operations and implement a succession plan. 

Lastly, it is imperative that a business owner continues to grow revenues, as well as develop a realistic growth strategy. Buyers are purchasing the current and future cash flows of the business; historical growth, as well as a growth strategy with expansion opportunities, provides a blueprint for what’s to come. Presenting buyers with growth plans that are reasonable and achievable validates the credibility of management, and demonstrating that credibility through continued revenue growth illustrates the quality of the business.

For many business owners, selling a business happens once in a lifetime. When dealing with such a monumental event, a little more preparation today is certainly worth the added value tomorrow. Proper planning and advanced preparation is critical in order to maximize the value of your business and the probability of closing a transaction. Additionally, advice from seasoned professionals can provide you with savings and add significant value. At Benchmark International, we are proud to provide world-class mergers and acquisitions services, and we work hard to ensure your company’s value is maximized and your business is sold on your terms.  

Author:
Theodore Pince
Associate
Benchmark International

T: +1 (813) 898 23557
E: pince@benchmarkcorporate.com

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Is Your Business Killing You? Signs it Might Be Time to Exit …

Posted on September 17, 2018 By in Business Tips + financial + exit strategy

The dream of running your own business was once a thrill that filled you with excitement. Perhaps, it was the idea of being your own boss fueled the passion behind your drive, or the prospect of providing a new product to a targeted market. Whatever the case may be, you’ve made it to this point in time right now because something is different (hence, why you are reading this article).

Maybe business is great, you’ve reached a plateau or your company is in decline.  Irrelevant of the situation you aren’t fired up about your company like you used to be and you no longer have the same passion for your company that used to be there or, in the worst case, you feel like it is killing you!  Your dedication to your business seems to be affecting your personal life and your health, whether it be mental or physical, in a negative way. Going to work each day is getting tougher and tougher, a dreaded obligation, and you feel like your tank is running on empty.

When your personal life and your health are in decline, it’s probably time to explore your exit strategy options. The first step you need to take when you reach this point is to open up conversations with a sell-side mergers and acquisitions team who can help you determine what those options are.  Starting the discussion now will allow you to have a better “diagnosis”, but here are some flags to look for if you aren’t sure if now is the time to contemplate an exit:

1)    You’re spending too much time on back-office and administrative tasks– Most business owners who find themselves in this situation have driven their company to success and have a very nice company, having it from nothing at all.  The reality is that owners do this as the primary visionary who pushes business development and sales.  Truthfully, there is seldom an employee who can deliver the passion and expertise for your company than you can.  Over time as a company grows, many owners fall prey to becoming employees themselves who are constantly focused on obligations such as managing people, processing payroll, dealing with HR issues, keeping up with regulations, etc. which confines them to an internal office desk job.  If you are finding yourself in a this situation or similar, you aren’t the only one and there are many ways to revive your daily routine that a mergers and acquisitions team can share with you.

2)     You feel like you’re “married” to your business and are contemplating a divorce – Starting a business that you expect to last for the long run is a commitment. You have to be prepared for ups and downs all along the way. As the saying goes, the only constant in life is change.  As your business will change, so will your personal life, your priorities and your focus.It can be hard to take a step back from the business because it  requires so much of your time and attention. You don’t want your business to fail, but you also don’t want your personal life to suffer at its expense. Having a family, or missing out on life’s small moments repeatedly, can make you reevaluate your priorities. If you find yourself being at the business more than at your home, it’s probably time to start the exit conversation and learn more about your options. 

3)    Your Business has Grown Substantially and You Can’t Keep Up with the Demand – This appears to be a good problem to have, but in reality, if you can’t keep up with your business, then the business is walking a thin line between failure and success. Likewise, you are probably coming to your maximum height of stress too. So, what do you do? Being able to understand that you don’t know what you don’t know is key to catapulting your business further into success. Any one person can only do so much. At some point, you need to assess how you can be of more value to your business. If your value lies in innovation and new ideas related to the service you provide or expanding your footprint, but you can’t produce your products or deliver your services fast enough, or if you aren’t spending enough time on innovation because you’re busy on making sure your current client pool is satisfied … you are losing money, and your business will decline. The business you have grown from the ground up deserves to reach its full potential and there are many paths there.

4)    You Daydream About the Day When You Won’t Have to Work Anymore – Running your business has become a chore. You are constantly one foot in the door, even when you’re home. You’ve reached that point where it just feels like your life is your business, and retirement on white sandy beaches sounds more and more intriguing. Being a business owner isn’t a walk in the park, and you need a plan in place, so when those retirement dreams start flooding your mind, you can put your plan into motion.

If you have come to a point in your business where you feel like it is constant stress and you have no relief, then it’s probably time to sit down with a sell-side mergers and acquisitions specialist like Benchmark International and discuss your exit strategy options. There are a vastly more avenues you can explore that will relieve you from the status quo that will allow you to continue pursuing your personal and financial goals while ensuring the legacy of your company remains intact and that your employees will continue to be taken care of.

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Strategic Vs. Financial Buyers

Posted on September 11, 2018 By in Business Tips + buyers + financial + strategic

If you are considering selling your business, it is important to dedicate some thought to the type of sale that best allows you achieve your goals. Do you believe a full sale where you walk away from the company after closing is best for you?  Are you the type of person who would work well with a strategic partner that, together, will allow for accelerated company growth?  Is there an amount of time you would like to continue working after the transaction with a plan to slowly exit over time?  Determining the type of sale that appears the most attractive (I only say ‘appears’ because many owners change their mind after learning what the market has to offer and will find a more attractive sale type than what was initially assumed to be the ‘best’) will also allow you to gain an understanding for the most likely type of buyer.

When selling your business, buyers typically fall into two main categories: strategic buyers and financial buyers. The best type of buyer for your business depends on personal goals you hope to achieve from the sale.

Strategic Buyer:

This type of buyer is more likely to pay a premium for a business because their reason for the acquisition is to add to their already existing business. A strategic buyer can be a competitor, supplier or vendor in the same industry.  A strategic buyer can also be a focused on businesses of similar model that service the same sector.  These attributes are commonly referred to as vertical and horizontal markets, respectively.  Using what your company has to offer can help them either expand their footprint or break into a new market.

They are looking for synergies in a prospective merger or acquisition. Synergies are characteristics of the two companies that compliment each other, so that when they are put together, the sum equals more than the two parts individually. In other words, a strategic buyer wants to have a relationship that makes the resulting business more valuable than the two businesses when they stand on their own.

Finding a strategic buyer to work with your business will give you more options in a sale. You can decide to stay on with your business for a transition period, while the new company takes over and for an integration period, eventually allowing you to exit completely, or you can negotiate your continued role in the business as a key player in its continued development.

A strategic buyer can often outbid a financial buyer because of the synergistic relationship they are looking to create in your business. Your businesses together yield increased value, sometimes exponentially, in one way or another.

Financial Buyer:

A financial buyer is looking to invest capital to get a return on their investment. Basically, they want to buy your business outright, make profits from it, and then sell it again to create liquidity. For this reason, a financial buyer is not typically willing to invest the same amount of capital they can invest into your business because they are not adding your business to an already existing company of theirs. Instead, they are buying your company as a whole and working with what you have in place already.

A financial buyer doesn’t have the ability to cut on backend costs that a strategic buyer does. They will need to buy a company with a good working structure and management team in place, since they may not be bringing a team of their own to take over all areas of the business. This allows owners to stay involved with their business to help it grow until the financial buyer decides it’s time to sell again.

The benefit to using a financial buyer is knowing that there is a high growth model in place for your business, and you will most likely play a role in its realized potential before it is sold again. This is a great option for a business owner who is looking for an eventual complete exit from his business.

Choosing the Best Fit

Now, there are some exceptions and looking at different buyers from a less seasoned perspective can make it difficult to understand exactly what type of buyer you are actually facing.  For example, a financial buyer may have a portfolio of business that compliments yours which can allow for a synergistic fit, thereby allowing you to enjoy some of the benefits a strategic buyer brings to the table.  It could also be that a financial buyer recognizes inefficiencies or ‘areas of improvement’ that will allow them to immediately increase the company’s profitability following an acquisition.  On the other hand, a strategic buyer may only want to buyer your business to eliminate a competitor and has no real intention of growing your business after the transaction takes place.  Simply put, they may just want to prevent your business from continuing to eat up market share whether that be by forcing the company to remain static or by closing the doors.When it comes to selling your business, it is important to consider all your options in a sale. You need to find a buyer that will bring what you are looking for to a sale. Selling your business for a high value is important, but is it worth compromising the culture of your business or your employees? You need to decide what is most important to you and let those values be driving factors in your decisions in a sale.

It is tough to find the best fit for your business on your own. That’s why using a sell side mergers and acquisitions firm like Benchmark International is essential. You will have someone on your side who can help you find the right buyer for your needs. You can also learn more about what you can negotiate in a sale and you can discuss what’s most important to you to make sure those needs are met in a sale.

If you are thinking of selling your business, Benchmark International is dedicated to helping business owners like you achieve what they are looking for in a sale.

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Benchmark International Advises on the Transaction between Silexx Financial Systems and Chicago Board Options Exchange

Benchmark International has successfully facilitated the transaction between Silexx Financial Systems, LLC and Chicago Board Options Exchange (CBOE). Headquartered in Chicago, IL, CBOE is the largest U.S. options exchange in the nation. Silexx Financial Systems, LLC is a broker-neutral, multi-asset class trading platform in Sarasota, Florida.

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Benchmark International Advises on the Sale of Weigelt Enterprises to a Financial Buyer

Benchmark International facilitated the sale of Weigelt Enterprises, LCC headquartered in Buda, Texas with additional locations throughout Central Texas. They were acquired by an undisclosed financial buyer based in Austin, Texas.

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Benchmark International Advises on the Sale of Vitanium Systems Limited to Lane Telecommunications

Benchmark International is pleased to announce the sale of Vitanium Systems Limited to Lane Telecommunications.

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