If you are thinking, or even beginning to think, about transitioning the ownership of your publishing business to others, you may have several questions, including: Where do I start? How do I manage my financial future? How would my key employees react? What if my competition were to find out? Is it selfish and irresponsible to think about preserving my own legacy while working less, or not at all?
Proper planning and sufficient time are necessary for addressing questions of this sort effectively. Then, if you decide that the way forward is selling your business—whether to an individual, a competitor, a private equity group, or any other sort of buyer— you will need to continually educate yourself and enlist an advisory team to help you compete in the marketplace, perform predeal diligence, and address potential deal killers in advance.
Here are the top ten deal killers as we have witnessed them during the past several years while working with owners on more than 150 transactions, along with suggestions about foiling them.
1. The owners do not understand how the business will be valued. Most owners of closely held businesses have suppressed profits to reduce taxes. As a result, their company’s financial statements do not begin to reflect the true value of the business.
The financial statements need to be restated to eliminate the owner’s discretionary and nonrecurring personal expenses, and attention should be drawn to off-balance-sheet assets, both tangible and intangible.
2. The owners have an unrealistic price in mind. Recent surveys indicate that few companies have a current, accurate business valuation. Half the time owners set asking prices that are unrealistically high, and the other half the time they set prices that are too low.
Whether you think your business is worth $5 million or $50 million, you need a professional opinion for reference purposes before you begin to discuss or justify a selling price that makes sense.
3. The owners do not understand the investor’s motive. Investors are looking to the future for return on investment and growth potential. Investors seldom buy what the sellers think they are selling.
Owners would be wise to emphasize the business’s growth potential rather than dwell on past performance.
4. The owners do not have proper counsel. Talk with business owners who made an ill-fated attempt to sell their own businesses. Most wish they had used an experienced intermediary.
With professional help, you will get good advice based on a multitude of transactions.
5. The owners try to sell to the wrong people. One of the biggest mistakes is thinking that the best investor for the business is a competitor, customer, or supplier. If the deal does not happen—and most do not—they will know more about the company’s profits and operations than they should.
Gradually provide information after a buyer has been qualified and after necessary protections for you, such as confidentiality agreements, are in place.
6. The owners assume the best investor is local. Many sellers naturally assume that the market for their business is the immediately surrounding area. However, thousands of quiet, private investment groups and offshore investors are interested in acquiring profitable, U.S. based, privately held companies.
The world is now your marketplace, and the best investor may be anywhere across the country or around the world.
7. The company is not positioned for sale. Organization, growth opportunity, reputation, and industry leadership are some of the many intangible qualities investors appreciate.
Documenting improvements that could be made by an investor with new capital helps you position your company better and can increase value by 50 percent or more.
8. There is improper documentation. Investors evaluate purchases primarily in terms of future growth potential and expected return on investment. They want to see what the profits would have looked like if you had run the business like a public company. They also want you to prepare three- to five-year pro forma financial projections, backed by solid market research substantiating the potential of the business.
Simply stated: You need to create a presentation to explain the past and sell the future.
9. The owners did not plan for the sale. Many business owners have not calculated their Wealth Gap or how much money they will need from the sale. Insisting on an all-cash deal, paid at closing, will result in savvy investors discounting their offering price by 35 percent or more.
Those who are willing to wait for some of the cash give investors more flexibility to pay a higher price.
10. The owners are the first to mention price. One cardinal rule of negotiating is: Never be the first one at the table to mention price. An experienced acquirer who sees the potential may have a higher price in mind. As we all know, value is very subjective.
You will regret leaving money on the table if you make this mistake. Always let the prospective buyer be the first to mention price.
Kathleen Richardson-Mauro, a Certified Merger & Acquisition Advisor (CM&AA)™ who has owned and run five small companies, reports that she has helped more than 150 business owners achieve their transition goals. Jane M. Johnson, a CPA and CM&AA™ who began her career in public accounting and finance at General Electric, started and sold her own business and now assists other owners in developing and achieving their ownership transition goals. This article is derived from their new book, Cashing Out of Your Business: Your Last Great Deal. To learn more: cashoutofyourbusiness.com/cashing-out-of-your-business-your-last-great-deal.