It’s not enough to merely hand over the keys at the closing. You need a strategy. An exit strategy.
An exit strategy, as the term implies, is a plan to assist you in exiting your business. All exit plans will vary, but they all contain common elements.
The three common elements that all business exit strategies should contain are:
- A valuation of your company. The process of valuing your company involves three steps, the first being an assessment of the current value of your business. Once this value is calculated, you should plan how to both preserve and increase that value.
- Your exit options. After you have determined a range of values for your company and developed plans for preserving and increasing this value, you can begin exploring your potential exit options. These can be broken down into inside, outside, and involuntary exit options.
- Your team. Finally, you should form a team to help you prepare and execute your exit plan. Your team can consist of an M&A advisor, attorney, accountant, financial planner, and business coach.
If you are considering selling your business in the near future, planning for the sale is imperative if you want to maximize the price and ensure a successful transaction. This article will give you a solid understanding of these elements and how you can put them together to orchestrate a smooth exit from your business.
Table of Contents
- Business Exit Strategy Component #1: Valuation
- Measure the Value
- Preserve the Value
- Increase the Value
- Business Exit Strategy Component #2: Exit Options
- Inside Exit Options
- Outside Exit Options
- Involuntary Exit Options
- Business Exit Strategy Component #3: Team
- Team Members
- The Annual Audit
Business Exit Plan Strategy Component #1: Valuation
Your exit strategy should begin with a valuation, or appraisal, of your company. The process of valuing your company involves three steps, the first being an assessment of the current value of your business. Once this value is calculated, you should then plan how to both preserve and increase the value of your business.
Let’s explore each of these components — assess, preserve, increase — in more depth.
Assess the Value
The first step in any exit plan is to assess the current value of your business.
Here are questions to address before beginning a valuation of your company:
- Who will value your company?
- What methods will that person use to value your company?
- What form will the valuation take?
Who: Ideally, whoever values your company should have real-world experience buying and selling companies, whether through business brokerage, M&A, or investment banking experience. They should also have experience selling companies comparable to yours in size and complexity. Specific industry experience related to your business is helpful, but not essential, in our opinion. There are loads of professionals out there who possess the academic qualifications to appraise your business but who have never sold a company in their lives. These individuals can include accountants or CPAs, your financial advisor, or business appraisers. It is essential that your appraiser have real-world M&A experience. Without hands-on experience buying and selling companies comparable to yours, an appraiser will be unprepared to address the myriad nuances of the report or field the dozens of questions that will arise after preparing the valuation.
Action Step: Ask whoever is valuing your business how many companies they have sold and what percentage of their professional practice is devoted to buying and selling businesses versus other activities.
What Methods: Most business appraisers perform business valuations for legal purposes such as divorce, bankruptcy, tax planning, and so forth. These types of appraisals differ from an appraisal prepared for the purpose of selling your business. The methods used are different, and the values will altogether be different as well. By hiring someone who has real-world experience selling businesses, as opposed to theoretical knowledge regarding buying and selling businesses, you will work with someone who will know how to perform an appraisal that will stand the test of buyers in the real world.
Form: Your M&A business valuation can take one of two forms:
- Verbal Opinion of Value: This typically involves the professional spending several hours reviewing your financial statements and business, then verbally communicating an opinion of their assessment to you.
- Written Report: A written report can take the form of either a “calculation of value” or a “full report.” A calculation of value cannot be used for legal purposes such as divorce, tax planning, or bankruptcy, but for the purpose of selling a business, either type is acceptable.
Is a verbal or written report preferable? It depends. A verbal opinion of value can be quite useful if you are the sole owner and you do not need to have anyone else review the valuation.
The limitations of a verbal opinion of value are:
- If there are multiple owners, there may be confusion or disagreement regarding an essential element of the valuation. If a disagreement does arise, supporting documentation for each side will be necessary to resolve the disagreement.
- You will not have a detailed written report to share with other professionals on your team, such as attorneys, your accountant, financial advisor, and insurance advisor.
- The lack of such a detailed report makes it difficult to seek a second opinion, as the new appraiser will have to start from scratch, adding time and money to your process.
For the reasons above, we often recommend a written report, particularly if you are not planning to sell your business immediately.
We have been involved in situations in which CPA firms have valued a business but had little documentation (one to two pages in many cases) to substantiate the basis of the valuation.
In one example, the CPA firm’s measure of cash flow was not even defined; it was simply listed as “‘cash flow.” This is a misnomer as there are few agreements regarding the technical definition of this term. As a result, any assumption we might have made would have led to a 20% to 25% error at minimum in the valuation of the company. By having a written report in which the appraiser’s assumptions are documented, it is simple to have these assumptions reviewed or discussed.
Note: When hiring someone to value your company, you are paying for a professional’s opinion but keep in mind that this opinion may differ from a prospective buyer’s opinion. Some companies have a narrow range of value (perhaps 10% to 20%), while other companies’ valuations can vary wildly based on who the buyer is, often by up to 100% to 200%. By having a valuation performed, you will be able to understand the wide range of values that your company may attain. As an example, business appraisers’ valuations often contain a final, exact figure, such as $2,638,290. Such precision is misleading in a valuation for the purpose of a sale. We prefer valuations that result in a more realistic price range, such as $2,200,000 to $2,800,000. An experienced M&A professional can explain where you will likely fall within that range and why.
Preserve the Value
Once you have established the range of values for your company, you should develop a plan to “preserve” this value. Note that preserving value is different from increasing value. Preserving value primarily involves preventing a loss in value.
Your plan should contain clear strategies to prevent catastrophic losses in the following categories:
- Litigation: Litigation can destroy the value of your company. You and your team should prepare a plan to mitigate the damaging effects of litigation. Have your attorney perform a legal audit of your company to identify any concerns or discrepancies that need to be addressed.
- Losses you can mitigate through insurance: Meet with your CPA, attorney, financial advisor, and insurance advisor to discuss potential losses that can be minimized through intelligent insurance planning. Examples include your permanent disability, a fire at your business, a flood, or other natural disasters, and the like.
- Taxes: You should also meet with your CPA, attorney, financial advisor, and tax planner to mitigate potential tax liabilities.
Important: The particulars of your plan to preserve the value of your company also depend on your exit options, which we will discuss below. Many elements of your exit plan are interdependent. This interdependency increases the complexity of the planning process and underscores the importance of a team when planning your exit.
Only after you have taken steps to preserve the value of your company should you begin actively taking steps to increase the value of your company.
Increase the Value
There is no simple method or formula for increasing the value of any business. This step must be customized for your company.
This plan begins with an in-depth analysis of your company, its risk factors, and its growth opportunities. It is also crucial to determine who the likely buyer of your business will be. Your broker or M&A advisor will be able to advise you regarding what buyers in the marketplace are looking for.
Here are some steps you can take to increase the value of your business:
- Avoid excessive customer concentration
- Avoid excessive employee dependency
- Avoid excessive supplier dependency
- Increase recurring revenue
- Increase the size of your repeat-customer base
- Document and streamline operations
- Build and incentivize your management team
- Physically tidy up the business
- Replace worn or old equipment
- Pay off equipment leases
- Reduce employee turnover
- Differentiate your products or services
- Document your intellectual property
- Create additional product or service lines
- Develop repeatable processes that allow your business to scale more quickly
- Increase EBITDA or SDE
- Build barriers to entry
Note: A professional advisor can help you ascertain and prioritize the best actions for your unique situation to increase the value of your business. Unfortunately, we have seen owners of businesses spend three months to a year on initiatives to increase the value of their business, only to discover that the initiatives they worked on were unlikely to yield any value to a buyer.
Business Exit Strategy Component #2: Exit Options
After you have determined a range of values for your company and developed plans for preserving and increasing this value, you can begin exploring your potential exit options.
Note: These steps are interdependent. You can’t determine your exit options until you have a baseline valuation for your company, but you can’t prepare a valuation for your business until you have explored your exit options. A professional can help you determine the best order to explore these steps, or if the two components should be explored simultaneously. This is why real-world experience is critical.
All exit options can be broadly categorized into three groups:
- Inside: Buyer comes from within your company or family
- Outside: Buyer comes from outside of your company or family
- Involuntary: Includes involuntary situations such as death, divorce, or disability
Inside Exit Options
Inside options include:
- Selling to your children or other family members
- Selling to your business to your employees
- Selling to a co-owner
Inside exits require a professional who has experience dealing with family businesses, as they often involve emotional elements that must be navigated and addressed discreetly, gracefully, and without bias. Inside exit options also greatly benefit from tax planning because if the money used to buy the company is generated from the business, it may be taxed twice. Lastly, inside exits also tend to realize a much lower valuation than outside exits. Due to these complexities, most business owners avoid inside exits and choose outside options. Fortunately, most M&A advisors specialize in outside exit options.
Outside Exit Options
Outside exit options include:
- Selling to a private individual
- Selling to another company or competitor
- Selling to a financial buyer, such as a private equity group
Outside exits tend to realize the most value. This is also the area where business brokers, M&A advisors, and investment bankers specialize.
Involuntary Exit Options
Involuntary exits can result from death, disability, or divorce. Your plan should anticipate such occurrences, however unlikely they may seem, and include steps to avoid or mitigate potential adverse effects.
Business Exit Strategy Component #3: Team
Finally, you should form a team to help you plan and execute your exit plan. Many of these steps are interdependent — they are not always performed sequentially, and some steps may be performed at the same time. Forming a team will help you navigate the options and the sequence.
Your team should involve the following:
- M&A Advisor/Investment Banker/Business Broker: If you are considering an outside exit.
- Attorney: Your attorney will be a source of valuable advice regardless of the type of exit you choose. The attorney should have at least some experience in:
- Estate planning
- Financial planning
- Tax planning, employee incentives, and benefits
- Family business
- Accountant/CPA: Your accountant should have experience in many of the same areas as your attorney, along with audit experience and retirement planning. Again, it is unlikely that your CPA possesses all of the skills you need. If further expertise is needed, the CPA should be able to access the skills you need, either through colleagues at their firm or by referral to another accountant.
- Financial Planner/Insurance Advisor: This team member is critical. We were once in the late stages of a sale when the owner suddenly realized that, after deducting taxes, his estimated proceeds from the sale would not be enough to retire on. An experienced financial planner can help with matters like these. They should have estate and business continuity planning experience, as well as experience with benefits and retirement plans.
- Business Coach: A business consultant or coach may be necessary to help implement many of the changes needed to increase the value of your business, such as building infrastructure and establishing a strong, cohesive management team. Doing this often requires someone who can point out your blind spots. A coach can help you take these important steps.
Where to find professionals for your team
The best way to find professionals for your team is through referrals from trusted friends and colleagues who have personally worked with the professional in question. Don’t ignore your intuition, however. It’s important that you and your team members have good chemistry.
The Annual Audit
We recommend that you assemble your professional advisors for an annual meeting to perform an audit of your business. The goal of this audit is to prevent and discover problems early on and resolve them. As the saying goes, “An ounce of prevention is worth a pound of cure.”
Your advisors are a valuable source of information. This annual meeting is an opportunity to ensure that they’re all on the same page and that there are no conflicts among your legal, financial, operational, and other plans. An in-person or virtual group meeting enables you to accomplish this quickly and efficiently.
A sample agenda might include a review of the following:
- Your operating documents
- New forms of liability your business has assumed
- Any increase in value in your business and changes that need to be made, such as increases in insurance or tax planning
- Capital needs
- Insurance requirements and audit, and review of existing coverages to ensure these are adequate
- Tax planning — both personal and corporate
- Estate planning — includes an assessment of your net worth and business value, and any needed adjustments
- Personal financial planning
If you are contemplating selling your business, creating an exit plan will answer these critical questions:
- How much is my business worth? To whom?
- How much can I get for my business? In what market?
- How much do I need to make from the sale of my business to meet my goals?
Taking the strategic steps discussed in this article — assembling a stellar professional team and optimizing the team’s collective experience — will get you well on your way toward successfully selling your business and turning confidently toward your next adventure.