Connect with us

Techniques

How To Get The Most From The Sale Of Your Business

Your business is your asset of value. This has been your life’s work, and you certainly don’t want to cash out too cheaply. Here are 5 key tips for getting the most from your sale.

Chris Staines

Published

on

getting-the-most-for-business-sale

If you’re thinking about selling your business, there are a number of different buyers you can approach, from equity investors to competitors. No matter who the buyer is, consider these five points as you approach the large and important task of selling your business.

1. Choose the right time of year

What we are talking about here is the right time in your Financial Year. Most businesses we sell are valued on a multiple of after-tax earnings — but the question always comes up, “To which earnings will the multiple be applied?”

If, for example, your year-end is February (2018 financial year), and you consider selling your business anytime in the six months after that, then there can be little dispute that a buyer will apply a multiple to your 2018 after-tax earnings to arrive at a value.

But what if it’s now, say, October 2018 (2019 financial year)? And you are having a markedly better year than 2018? Even though you have not completed your 2019 year, there is definitely a case to be made that the value should be based on the results you expect for 2019 rather than those you achieved in 2018.

Given that it generally takes anywhere from four to six months to sell a company, by the time you are getting close to completion chances are that you will have 90% certainty on what your 2019 result will be anyway.

Related: Selling Your Business To Your Business Partner

So, our advice is always to try and ensure that the multiple agreed is applied to future earnings where you can make a case for their being achieved (usually within the last six months of a financial year), and then to provide for an adjustment (either up or down) where the actual 2019 result comes in slightly different to your forecast.

2. Normalise your profits

profitsWhen we sell private companies, we generally find that multiples fall within the range of five to seven times after-tax earnings. Clearly this is a generalisation, and many companies are also valued using a multiple of pre-tax profits, EBITDA or even a multiple of revenue.

The point is in valuing a company, and where a multiple is applied to ‘profits’ rather than revenue, for each and every rand you can add back to ‘profits’ you will receive multiple times that in sale consideration.

Adding back certain costs to your profits is called ‘normalising’ your earnings. In most private companies, there are numerous expenses that go through the books that frankly the business could do without. Some are once-off expenses, and some could relate to the employment of a family member who really does very little in the business.

Before you present your after-tax earnings to any prospective buyer, it is vital that you go through all the costs in your business and review whether these could in fact be excluded. Ask yourself — are these a ‘normal’ recurring business expense? If you can make a case for their exclusion, then remove them from your profit calculation and note down the reasons why. When the time comes to apply the multiple you both agree is appropriate for a business such as yours (and which is a science in itself) you will be sure you are then extracting maximum value.

3. Opt for an earn-out

When you sell your business, many buyers might be nervous about simply paying the full asking price up-front. They know little about your company, they don’t have the relationships with your suppliers or customers — let alone your staff.

By the same token, many sellers might be disappointed by the price they can achieve for their business when sold for a once-off consideration. The risks the buyer perceives as outlined above can often translate into a lower multiple being applied — below what you would consider as fair.

The answer to the above conundrum is to consider an earn-out — a solution that can work equally well for both parties. Essentially an earn-out requires the buyer and seller to agree on an up-front value for the company, and then for the buyer to agree to only pay a percentage of this immediately. The balance of the consideration can then be paid over a one or two-year period (or longer depending on what is agreed), and will be calculated by applying a multiple to the actual profits earned in those years.

Needless to say, there is no vanilla way for an earn-out to be calculated, and many refinements can be made to the calculation of the future consideration. For example, we often see buyers prepared to offer increasing multiples for future years, or even increasing multiples where profits exceed certain agreed bands. There are also often caps and collars applied to the consideration — the collar to ensure that the consideration never falls below a certain agreed amount, regardless of actual profits earned (to protect the vendor) — the cap to ensure that the consideration payable is never greater than a certain agreed amount (to protect the buyer).

There is no doubt that an earn-out is the best way to extract maximum value for your business — but beware the complications of such mechanisms. There has been many a fall-out between buyer and seller particularly over the calculation of profits during the earn-out period — thus impacting the consideration that both parties feel should be paid. The ‘rules’ of how the business should be run during the earn-out period, and who gets to decide on levels of expenditure need to be written extremely carefully into the purchase and sale agreement.

Related: 20 South African Side-Hustles You Can Start This Weekend

4. Sell your company not your business

When buyers are considering making an offer for your company, what they actually mean is that they like your business — but don’t necessarily want to purchase the actual company in which it is housed.

Many companies that come up for sale have been trading for many years, and it’s possible that there are certain ‘gremlins’ (such as hidden actual or contingent liabilities) within the company that the buyer might not be aware of — despite the warranties and representations that the company owner will be required to give at the time of sale.

We often find that buyers prefer to make an offer to buy the business out of your company, rather than take on the company itself. Whereas this might at first sight seem to make no difference to the vendor, the reality is that they could end up paying considerably more tax than if they simply sold their company.

At the time of writing, where an individual simply sells his company, he will suffer capital gains tax of 18% on the gain. If, however, he sells his business out of his company, then the proceeds of the sale will not go directly to him, but rather to this company instead. The proceeds of the sale will thus attract corporate tax within the company (say at 28%) and the vendor still has not got the cash into his own hands. To do this the company will now need to declare a dividend for the proceeds of the sale, and this in turn will be taxed at 15%. The result of the above is that the vendor might only see just over 60% of the gross consideration from the sale compared to over 80% had he simply sold the company.

Obviously, tax positions vary for companies and individuals (and also trusts), but there is no doubt that the prospective vendor should seek advice before accepting any offer to make sure he nets the most out of the sale he can.

5. Remove excess cash

This might seem like a fairly obvious one, but it’s surprising the number of company owners who potentially leave too much cash in their business on sale.

When a buyer makes an offer for a business, their expectation is that the vendor is leaving sufficient working capital in the business to earn the future profits for which the buyer is paying. So, one of the key calculations that must be done prior to sale is a review of historical working capital to see what this ‘sufficient’ level actually is.

What we often find is that the cautious company owner runs his business with a good deal of cash sitting in the bank — mostly to help him sleep at night and so not to have to worry about the peaks and troughs of day to day cashflow.

The danger is that the buyer comes to view this level of cash in the business as ‘normal’ — and hence their expectation is that this level of cash will also be sold with the business. The reality, however, might be that the company could actually run on much less working capital, and any troughs in the cashflow could be covered through a small overdraft (without threatening the value of the business or adding to its risk).

Before considering the sale of your company, it is therefore worthwhile having a look at your working capital position, seeing whether you could apply for a small overdraft, and then removing as much excess cash as possible prior to the sale by way of dividend. As long as you can make a case for the business having sufficient access to working capital to deliver the future profits that you have promised, then this step should not be an impediment to the sale. And the excess cash you withdraw is of course more cash in your pocket when you come to add up the total value you extracted from the sale.

Chris Staines has more than 25 years’ experience in company divestments, partial divestments, joint ventures, mergers and acquisitions. He has sold more than 60 private companies in the $1 million to $100 million range, and has worked across three continents. Chris is currently Head of Corporate Finance at Grant Thornton in Cape Town.

Advertisement
Click to comment

You must be logged in to post a comment Login

Leave a Reply

Techniques

How To Get Ready To Sell Your Business – Advice From Marnus Broodryk

If you’re thinking about selling your business, there are some critical steps you need to make first.

Published

on

sell-business

MAKING THE SALE

A successful transaction will mostly boil down to having a solid business with great systems in place that is making decent money and the starting point for these transactions will be financial information.


Some entrepreneurs are ‘starters’, they like to start a business, get it off the ground and then flog it. Others are ‘growers’, they look for existing businesses and have the ability to grow them beyond their original value. Both will probably get to the same end point: Selling the business.

But entrepreneurs are often misled when it comes to the sale. They have put everything into the business and it is worth a huge amount to them because of it. But buyers are seldom willing to match the price, because what is being sold, and what is being bought, are not the same thing. Sellers see the emotional and financial investments they’ve put in; the buyer mostly looks at one thing: Profit.

Effort does not equal profit. The balance is out.

Related: 20 South African Side-Hustles You Can Start This Weekend

Prepare for the challenges of selling

Once you get to market you will soon realise that there are, unfortunately, fewer buyers than you’d like. Unlike listed companies, you can’t sell shares easily and quickly on a public platform. Instead, you need to find an interested individual or business, many of whom just aren’t buying what you’re selling.

Some of them are, but that doesn’t guarantee a sale. Most SMEs must put their faith in a cash deal, since banks will never finance anyone wanting to buy them. In reality, this means that you may have a genuinely interested buyer for your business, who won’t be able to get finance for it from the bank. So, after a few months, you’re back to square one. After a few rounds of this cycle many entrepreneurs will just sell out of desperation, forgetting what the business could actually be worth.

Selling a business can be very emotionally draining and this will be compounded by many people who will waste your time and mess you around. You spent a large portion of your life building this, but others will not see it the same way you do. Ensure that you prepare and mitigate against all of those issues, and have the stomach for the fight.

Always keep the end in mind

If you are looking at exiting your business, it is crucial to allow enough time to prepare yourself for it. Maybe you’re simply tired of your business and you just want to get out, but, because the business is not in a great state at the moment, you’re too fed up to care, and you simply don’t have the energy to fix the issues.

You’re at risk of letting your business go for next to nothing. All the hard work for hardly any reward.

Related: Selling Your Business To Your Business Partner

If you have the end in mind, and prepare for it, it can be a very different, more lucrative story. A successful transaction will mostly boil down to having a solid business with great systems in place that is making decent money and the starting point for these transactions will be financial information. You need to have proper financial records for your business and you need to be able to show the potential buyer how much the business is making and how it is making it. It sounds so elementary, yet most entrepreneurs don’t have financial information when they want to sell their businesses. If you think you may want to sell in the future, make sure you’re keeping solid records now.

If your business’s financials are messy, start cleaning them up at least twelve months before trying to sell your business. Remove all your personal expenses from the business and ensure that all transactions are properly recorded, and that your taxes are up to date and accurate. Work with your accountant to prepare a sales pack with all your financial information, including details of your clients, employees, suppliers, what your strong and weak points are and how the business could grow in the future. It’s at this stage that you can pick up on issues and resolve them before taking your business to the market, making it a much more attractive product.

With some (more) hard work, you will be in a great position to sell your business, you will have serious buyers and the valuation that you deserve for all your hard work. If you don’t, why bother?

Continue Reading

Techniques

4 Rules Of Engagement That Wildly Increase Your Odds Of Closing The Deal

If someone calls about what you sell, call them back. Not in a week, right now.

Grant Cardone

Published

on

closing-the-deal

Sales is a process that can be learned but is comprised of many topics and categories that you have to master to become an expert. No one book or recording can cover everything you need to know to become great.

Consider that every salesperson has a unique personality and then add to that that every customer interaction and customer personality is unique and you can see how complicated it can become. Surgery is almost less complicated for the doctor because he is dealing with bodies that are unconscious while the salesperson is dealing with personalities, egos, insecurities, uncertainty, economics, competition and more.

Here are a few of the topics that salespeople need to learn and understand:

New to Sales

  • Fundamentals of Selling
  • Road to the Sale
  • Handling Objections
  • Negotiating Strategies
  • Social Media and Sales
  • Closing the Deal
  • Follow Up for Owners
  • Follow Up for the Unclosed
  • Sales Manager
  • Sales Meetings
  • Understanding Customers
  • Incoming Calls
  • Outbound Calls
  • Cold Calls
  • Internet Response
  • Customer Service
  • Motivation.

It’s very easy to become overwhelmed with the different topics so let’s narrow the focus and talk specifically about four general rules to follow once you have actually gotten a customer or prospect in front of you. What approach will you take? Not knowing means you’ll be missing out on deals every day.

In business, you must have a pipeline and a belief system that you can sell to anyone. Once you have become engaged here are four general rules to help you in the process.

Related: How To Seal The Deal By Understanding The 3 Phases Of The Customer Buying Cycle

1. Agree

No matter what the buyer says, states or demands, you should under no circumstance ever disagree, make the buyer wrong or suggest their request is impossible. This simple strategy is very powerful and will save you lots of sales once you perfect it.

The old saying – the customer is never wrong – is not true. In fact, often the customer is wrong; sometimes they even lie, but that doesn’t mean you should call them out. When you tell someone you can’t, you won’t, you’re not allowed to or that’s impossible, you only cause the customer to become more dug-in on their position. You make it more difficult to come to an agreement.

Train, drill and rehearse avoiding all variations of no, not, never, can’t and won’t. Any and all variations of “no” and “can’t” must be eliminated from your vocabulary.

Now when you hear this you may think, “I don’t want to mislead the customer and I am not going to over promise and then be unable to deliver.” The problem here is when you tell someone early on you are unable to do something because you are “so honest’” you just eliminated any chance of being able to do anything for the customer. Try this when a customer asks for the impossible, “I never say no until I have to – if that is possible, there is no better place for you to be.”

Role play this law of selling until you no longer get into confrontations with your buyer and make them more difficult than they already are. Perfect “no problem, happy to, my pleasure, exactly what I am thinking, done, you got it” and then learn how to negotiate from a place of agreement. This does not mean that you simply lie down and give the buyer everything they want. It means you use the agreement to keep the negotiations loose enough to be negotiated.

Just because this is simple do not underestimate the time and energy necessary to get GREAT at it.

2. Present

You must give them an offer and your proposal should have a figure and be presented with confidence. These seems basic but 72 percent of salespeople never present a proposal to their customer, which is part of the reasons why 87 percent of all salespeople miss their quota.

Simply increase the number of people you show a written proposal to and you will close more deals.

3. Close

Wrap the deal up and get them to purchase. When you get to the close, make sure you are with the decision maker. Qualify them and have a sense of urgency. Without urgency, there’s no point in doing the deal today or tomorrow.

Selling, presenting, demonstrating, promoting, marketing, building trust, etc. are all very commendable and admirable actions but in no way compare to finally closing the deal. Closing is when you finally benefit your buyer.

Closing allows you and your company to expand. All the things that took place prior to the close were necessary to get to the close but will not allow for expansion and survival. Close the deal! Be willing to do whatever it takes to close the deal, knowing that only when you close do you provide any real value to the customer.

The close is ultimately for the buyer, not for you or your company. Until the customer closes they cannot benefit from your service or offer.

Related: 6 Ways To Win A Better Deal

4. Follow-up

This is the Holy Grail of sales. It’s the most important thing there is but few people and companies do it. Consider that 48 percent of salespeople never follow up and that 64 percent of companies admit they do not have any organised way to nurture a lead. Follow up is a massive opportunity. Then add to that the average company takes almost 72 hours to follow up a lead, even though contacting a customer in the first five to 10 minutes increases your chances of contacting the customer 900 times. Text them in the first five minutes and your chances of closing them increase 50X.

Learn the rules and use the rules and make deals.

This article was originally posted here on Entrepreneur.com.

Continue Reading

Techniques

Why Every Business Needs A Call Centre

Below are just some of the reasons why every business needs a call centre.

Amy Galbraith

Published

on

call-centre

As a business owner, you are likely always looking for something to put you ahead of the competition. This could be anything from a new marketing strategy to an exciting product. But many companies do not think of call centres when it comes to boosting their business and putting themselves ahead of the competition.

A call centre allows you to interact with consumers. If you do not have the staff for it in-house you can outsource for premium call centre quality assurance to ensure customer satisfaction. You will be able to provide stellar customer service as well as collect data from the calls to improve your business. Still not convinced? Below are just some of the reasons why every business needs a call centre.

They help to build customer loyalty

Having a call centre does more than allow you to answer the complaints and queries of customers. It will help to build up customer loyalty, especially if you choose to outsource your contact centre management.

While online shopping has grown immensely over the years, many consumers still want to be able to phone in and ask questions about products that are not working, that are damaged or for advice on how to remedy a problem with their purchase. A call centre will provide confidence to consumers that your company is there to help and provide trusted advice, which will, in turn, improve their loyalty to your brand.

Related: 8 Ways To Upskill Your Call Centre Team Before Year-End

You can get to know your audience

By having a call centre that allows you to interact with consumers on a one-on-one basis, you will be learning valuable information about who your customers are. And because you will be monitoring every call, you can ascertain the demographics of your audience.

For example, you might find that several calls are coming in from one area, which will allow you to focus your marketing strategies to that geo-location. Or you might notice that a certain product is bringing in similar complaints. This information will allow you to make important changes to the product. This data will help you to get to know your audience and tailor your products, services and messages to their needs.

They help to avoid lost sales

Quality assurance is vital to the success of your customer support. This is because a call centre will help to avoid lost sales and lead opportunities. Instead of relying on a voicemail service (which consumers will likely not use) your call centre will allow consumers to speak directly to a helpline, which will encourage them to buy from your brand.

For those who have a small amount of staff, outsourced contact centre services will provide a shorter wait time for call centre queues. Lost sales can be disastrous to a company of any size, so investing in a call centre will help to remedy this. If consumers are not waiting in long phone queues, they are likely to make a purchase or use your services. And leads will become conversions because consumers will feel valued and satisfied.

You will have an edge on the competition

In the world of business, everything is cutthroat. If your competitors have a number for consumers to call in case of any issues and you do not, it is likely that they will choose your competitor over you.

An effective way to beat the competition is to provide a call centre number to your customers as well as office numbers. This way they can call the customer support number for product related issues and the office number if they would like to speak to managers or make business deals. If you outsource your call centre management, you are sure to have a leg up on the competition. Consumers want to feel as though their voices are being heard and taken seriously.

Related: The Future of Call Centre Design

It is professional

Whatever the size of your business, remaining and appearing professional to business partners and consumers is important. Having a call centre that gives a customised greeting to consumers and sends them through to an agent will make it appear as though you are an established company doing business with many customers.

Professional customer service is vital for the success of any company, especially if you are a start-up. And if you are a larger company, try not to become complacent with the customer service you are already offering. If consumers can phone in with queries and compliments, they will have trust in your brand’s professionalism, leading to customer loyalty and more sales.

Be future facing

Anyone who runs a business knows how important it is to look toward the future. And having a call centre can help with this. It will help to build up customer loyalty, you will learn more about your consumers and your audience, you will avoid lost sales and you will have an edge on the competition.

Continue Reading
Advertisement

SPOTLIGHT

Advertisement

Recent Posts

Follow Us

Entrepreneur-Newsletters
*
We respect your privacy. 
* indicates required.
Advertisement

Trending