Selling a company is one of the most emotional and complicated projects in the life of an entrepreneur. In the following article, you will find 9 valuable tips from our consulting practice that we are happy to provide you with in order to tackle such a project successfully and in a value-maximizing manner.
The company owner should be clear about the reasons for selling the company. This sounds like a truism, but it is a crucial point for a successful sale. Because before you can move something forward, you have to make a conscious decision to do so. Think back to projects that you wanted to implement but didn’t make the conscious decision to do so. Was it successful? Now think of projects where you made a conscious decision and gave everything you had to achieve your predefined goal. Can you see the difference?
In case of doubt, you have invested a lot of work, time and passion in your company. It is anything but easy to let go of your “baby” and sell it. Selling a company is a labor-intensive and time-consuming undertaking with many uncertainties. Only a firm decision prevents you from backing out just before the finish line and deciding to keep everything. In the worst case scenario, this would mean that you would not be able to make another attempt for the next few years, at least not with the interested parties already mentioned. Therefore, make sure that you make the decision to sell consciously.
In our day-to-day work as consultants, we often find that company owners who are willing to sell overestimate the value of their company. This is sometimes the most common reason why a succession is made difficult or even impossible. One reason for this is that the medium-sized seller is often concerned with the past-oriented valuation of his life’s work, in which he has invested many years of effort and work and for which he has had to make many sacrifices. This view is perfectly understandable, but the buyer will have a completely different view of the company being sold. He will evaluate the company from a return perspective and ask himself what future financial benefit he will derive from the investment and how long it will take for the purchase price to be amortized.
In order to arrive at a realistic purchase price, it is essential to take the buyer’s perspective and consult market experts for the valuation of the company.
As already mentioned, every company sale is a complex and extremely emotional process that can be associated with many uncertainties. In SMEs in particular, there is often the misconception that you have known your own products, markets and employees for decades and therefore know them best – so why do you need a consultant? But if you want or even have to sell your company or your life’s work, none of this is of much use. Because then you are faced with issues that you have hardly or not at all dealt with in your previous career. This is why in many cases the sale of a company fails due to issues such as poor preparation, an unstructured and unprofessional approach or different expectations on both sides. A good team of consultants that professionally supports the process can do a lot to ensure that the sale or succession succeeds.
What tasks do the consultants take on?
An optimally prepared company achieves a purchase price that is up to 70% higher than a company that is or has to be sold more or less voluntarily, at short notice and without further preparation. John Warrillow was able to show this in his book “Built to Sell” by analyzing 15,000 company sales. These observations are largely in line with our practical experience. So when should the targeted preparation for the sale of your own company begin?
Ideally, you will have taken appropriate measures from the outset or early on as an entrepreneur to ensure that your company remains successful without you. This is the only way to ensure that your company can be transferred without loss of value and is therefore of interest to potential buyers. However, our experience shows that small and medium-sized companies rarely prepare their own company for a time after the previous owner at an early stage. Owners often postpone their succession or company sale for years. This is only human and understandable, because handing over one’s life’s work is a highly emotional matter and yet it is an irrevocable law that day X comes in the life of an entrepreneur when the baton must be handed over to a successor. We therefore advise every business owner to deal with this reality in a structured way and, in the best case, to make the necessary preparations at least two to three years before the actual sale. Of course, the preparation period can vary. On the one hand, this depends on the sales-promoting measures already taken and, on the other hand, the complexity and economic laws in the automotive industry, for example, are different from those in system catering, biotechnology in turn is based on different principles than the banking world and the film industry works according to different rules than large law firms. Of course, there are cases that require a longer or shorter preparation time. This depends on the complexity of the business model and the sales-promoting measures that have already been consciously or unconsciously taken by the existing shareholder. In the next tip, we will show you which measures you can take to increase the value of the company.
To get an idea of what measures you can take to increase the value of a company, you should take the buyer’s perspective and consider how a company is valued in theory and practice. The following list is not exhaustive, but should give you an idea of the measures you can take to increase the value of your company. In the following, we will focus in particular on measures that can be implemented in the short term or within two to three years.
Measure 1 – Put everything about your company on paper
Many medium-sized companies have grown over the years, sometimes following a strategic plan and sometimes opportunistically. Along with this, everything else has also grown, such as the number of employees, the customer and supplier portfolio, the markets, the processes, the IT used, etc.. As in the beginning, the entrepreneur continues to run his company after many years on the basis of his entrepreneurial intuition and many years of experience. This approach is perfectly understandable, especially as it has been successful to date and has therefore proven itself from the seller’s perspective. A potential buyer naturally takes a completely different view, as he sees the risk of a monopoly of knowledge which, in the worst case scenario, could be lost after the departure of the former company owner. He therefore wants to be sure that the company will continue to operate after the takeover without any loss of business processes or business figures. It is therefore essential that the knowledge that was previously only in the entrepreneur’s head is put down on paper in a detailed and comprehensible manner. This is not about writing a 200-page manual, but about presenting the most important parts of the business model transparently. Below you will find a list of possible components:
A company can be dependent on various components. Small and medium-sized companies in particular are typically dependent on various factors, which are often historically based. These may be dependencies on individuals such as the company boss, individual major customers, suppliers or products and services.
A low dependency on these factors is always interpreted by potential buyers as a sign of a company’s sustainability and future viability and increases the value of a company in their eyes. However, such things cannot be changed overnight. As the owner of a company, you should therefore start early to build up a second management level, for example. In this way, you can show a potential buyer that your company is not a “one-man show”, but that knowledge is spread across various capable minds and can be transferred into the future. You should also work towards ensuring that your company has a broad customer and product portfolio. To achieve this, you need to actively change established sales and marketing strategies. The same applies to the supplier base. An active change in purchasing strategy can help you here
In their annual financial statements, owner-managed companies regularly do not report the actual earning power of the company, but rather calculate themselves poorly for tax reasons. This is more than understandable and there are sufficient instruments in accounting to show the net profit for the year in a tax-optimized manner, i.e. particularly low.
The situation changes when a company is sold, as the calculated company value depends to a large extent on the achievable profits.
As the last two annual financial statements are primarily audited during due diligence, we recommend changing the accounting policy at least two years before the actual sale with the aim of reporting the company’s true earning power.
Check your company for unprofitable assets such as contaminated land or loss-making factories and dispose of or reorganize them. There are often assets that can be sold separately before the actual sale of the company, such as unused valuable land. Fixed assets can be liquidated here without impairing the value of the company.
In small and medium-sized companies, it is not uncommon for business and private matters to intermingle. This manifests itself, for example, in entrepreneurs acquiring private assets such as works of art, vacation homes, wine collections and cars through the company over the years and capitalizing them on the balance sheet. Such non-essential assets are characterized by the fact that they can be removed from the company without affecting the actual business activity. At the same time, the expenses for these assets reduce the reported company income. In addition, from the perspective of the prospective buyer, these non-operating assets would inflate the purchase price by the expected proceeds from their sale without being required for the future continuation of the company. Such circumstances can become an actual obstacle to the purchase or lead to lengthy discussions during negotiations.
A company sale with the appropriate expertise on board can take between 12 and 24 months, depending on how well your company has been prepared for the sales process. During this time, in addition to your day-to-day tasks, you will also be required to answer questions and prepare relevant documents for the upcoming sale. The preparation of the sales documents (short profile and exposé) and the data room for carrying out the due diligence on the part of the prospective buyers is essential in this phase. Even if the M&A consultant is in charge of these issues, he still needs your help and cooperation. Even the most intensive research will not provide him with certain information and he will not have access to confidential company documents.
To ease the burden on you as an entrepreneur, it would be advisable to consider involving key people in the sales process. More on this in the next tip.
Confidentiality is of course a very important and central issue in the sales process. If the market, customers, suppliers or competitors find out too early that your company is up for sale, this can lead to irritation or even detrimental changes in behavior. For this reason, silence should be maintained towards these groups for as long as possible.
When it comes to the group of employees, you should consider who you want to trust and involve in the sales process and when. You should make absolutely sure that the employees involved are aware of the sensitive subject matter and, if necessary, sign a confidentiality agreement. Nevertheless, you should involve key employees in good time. There are both practical and tactical reasons for this. These employees can proactively support you in the sales process and take the pressure off you, while at the same time demonstrating to prospective buyers that the company is not solely dependent on you. The third reason is based on the fact that employees notice when the boss makes unusual requests. Especially those employees who work particularly closely with you. For this reason, you should try to put a stop to the whispers in order to prevent speculation.
As we know from the stock market, you should buy shares when everyone is selling and sell them when everyone is buying. This is usually the case when the economy is doing well, companies are growing and profits are booming. The same applies to selling companies. If possible, you should sell when the business is running optimally and independently, the forecasts indicate that things will be even better in the future, interest rates are acceptable and the general economy and the company are on the upswing. It is even better if your own sector is currently “hot”. Although this tactic is well known, this ideal situation is rarely encountered in practice.
More often, entrepreneurs will be faced with selling their business due to sudden changes in their business and/or private environment. This may be for health reasons, because they become aware of their natural finiteness or because the company is suffering from strong competitive pressure. Often the motive of “making money” is also a central driving force.
Many company owners make plans early on for the time after the sale of the company and would like to book a ticket to the south for the day after the contract is signed. Unfortunately, things often don’t happen that quickly. This is because the actual work for the buyer only really starts after the company transaction. During this transition phase, the buyer needs to understand the acquired company in its entirety and, if the buyer is a different company, to integrate it accordingly. In order to make this transition, also known as post-merger integration, as efficient and successful as possible, the new owners usually ensure in the purchase agreement that the old entrepreneur will be available to the company during this transition phase. This familiarization period usually lasts around 3 – 12 months and is recorded in the form of a consultancy agreement. However, the duration may vary depending on whether or not the buyer can provide its own management.
We therefore recommend that you do not book your trip around the world too soon after the sale, but allow for a transitional period.
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