Thursday, January 30, 2014

How can I get the best price for my business?

This discussion is inevitable in any transaction. Both parties want the best deal. The reality is when a typical buyer and seller enter discussions the deal parameters are miles apart. The buyer wants the lowest price with the least amount of cash to close and best terms. The seller wants highest prices with highest amount of cash down and least amount of terms. 

Regardless of what side you’re on there is one market place reality that cannot be ignored: the potential anticipated short term upside for the seller can be overcome by the downside for the business going forward, even to the future damage to both parties. 

Acquisitions for mergers and bolt on companies can be a long term disaster if the price is too high i.e.: exceeds fair market value. We have witnessed a public company buyer pay an unusually high price for a business. The buyer was eager to complete a transaction for a number of reasons and the idea of the acquisition seemed to excite the board. The company’s leadership was all over the idea of rapidly growing the shareholder value to generate some great returns. 

The buyer steamrolled through the offer to purchase and sale agreement process. The momentum of the excitement of a deal overshadowed the deliberate weighing out of the pros and cons of how to make the two companies strategically fit. The quick rationalizing of this or that synergy and guessing about how the upside creation of increased value was all opinions instead research facts. As the purchase and sale agreement moved towards final draft a due diligence process was completed driven by financial performance only. The due diligence did not model to verify what each party only anticipated as operational synergies. 

In meantime the business owner was already focused on how to invest and enjoy spending the anticipated pay day of a life time. The buyers were promoting to close friends of the pending uptick in share values and share trades were beefing up.  The vendor took his eye off the ball and missed out on a few key projects where they should have won the work. The buyers were pounding the streets for investors and funding eventually exhausting the typical channels and landing in the mezzanine shark tank. Every day the business declined in momentum the spread between the offer price and valuation driven offer grew. The funders were not blinded by the emotional momentum of the buyer and the seller. In almost no time at all funders were backing out, failure to complete penalties were being demanded, even the people buying stock were bailing as delay after delay had to be announced.

The deal was signed, the funders were finally committed but funds were not released. The meeting was arranged as the final chance for all to save the deal, but it couldn’t be saved. The vendor’s revenues had dropped 40% in 6 months. The stocks in the public company had spiked 25% but after all the delays were down 50%. The funders withdrew and basically said “so sue me”. The buyer board and lawyers negotiated to pay out all damages and break fees. The president who was the champion of the deal was quietly removed from any decision making. Three years later the vendor is one quarter of their past size, the public company is a penny stock. Everyone lost. From the outside looking in we feel very strongly this transaction would have closed had the deal been fair. 

Moral: Free enterprise transactions involve many perspectives. The only transaction that is sustainable has to be fair to both the buyer and the seller… and the stakeholders. Invest the time and energy to develop a defensible and realistic understanding of the transaction values. Enter the transaction knowing full well it has to work for both sides or it is not going to survive.

Tuesday, January 14, 2014

Will your business be more valuable this time next year?

For many, January is a time of rebirth and resolutions. It’s a month to reflect on last year’s achievements and to set goals for the year ahead.

Some people will set personal goals like losing weight or quitting a nasty habit, and most company owners will set business goals that focus on hitting certain revenue or profit milestones. But if your goal is to own a more valuable business in 2014, you may want to make one of the following New Year’s resolutions:
  • Take a two-week vacation without checking in with the office. When you return, you’ll see how well your company performed and where you need to make a key hire or create a new system.
  • Write down at least one process per month. You know you need to document your systems, but you may be overwhelmed by the task of taking what’s inside your head and putting it down in writing for others to follow. Resolve to document one system a month and by the end of the year you’ll own a more sellable company.
  • Offload at least one customer relationship. If you’re like most business owners, you’re still your company’s best salesperson, but this can be a liability in the eyes of an acquirer, which is why you should wean your customers off relying on you as their point person. By the time you sell, none of your key customers should think of you as their relationship manager. 
  • Cultivate a new relationship with a new supplier. Having a “go to” group of suppliers is great, but an over-reliance on one or two suppliers can create a liability for your business. By spreading some of your business to other suppliers, you keep your best suppliers hungry and you can make a case to an acquirer that you have other sources of supply for your critical inputs.
  • Create a recurring revenue stream. Valuable companies can look into the future and see where their revenue is going to come from. Recurring revenue models can vary from charging customers a small amount for a special level of service to offering a warranty or service contract. 
  • Find your lease (and any other key contracts). When it comes time to sell your company, a buyer will want to see your lease and understand your obligations to your landlord. Having your lease handy can save time and avoid any nasty surprises at the eleventh hour in the process of selling your company.
  • Check your contracts and make sure they would survive the change of ownership of your company. If not, talk to your lawyer about adding a line to your agreements that states the obligations of the contract “surviving” in the event of a change of ownership of your company.
  • Start tracking your Net Promoter Score (NPS). The NPS methodology is the best predictor that your customers will re-purchase from you and/or refer you, which are two key indicators of a healthy and successful company. It’s also why many strategic acquirers and private equity companies use NPS as a way to measure the health of their acquisition targets during due diligence.
  • Get your Sellability Score. All goals start with a benchmark of where you’re at today, and by understanding your company’s Sellability Score, you can pinpoint how you’re doing now and which areas of your business are dragging down your company’s value.
A lot of company owners will set New Year’s resolutions around their revenue or profits for the year ahead, but those goals are blunt instruments. Instead of just building a bigger company, also consider making this the year you build a more valuable one. 


Wondering if you have a sellable business? Contact the MAXIMA Group for a consultation. We focus on privately held companies with annual revenues of $3 million to $60 million. We also advise larger public and private companies on buy-side engagements.