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  • Strategies for Enhancing Business Value to Third Parties

    Feb 14, 2019

    IBA, as the premier business brokerage firm in the Pacific Northwest, is firmly established as a respected professional service firm in the legal, accounting, banking, mergers & acquisitions, real estate, and financial planning communities.  Periodically, we will post guest blogs from professionals with knowledge to share for the good of owners of privately held companies & family owned businesses.  The following blog has been provided by Allan VanderHamm of Berntson Porter & Company, PLLC (www.bpcpa.com).

    Strategies for Enhancing Business Value to Third Parties 

    As a business owner, you’re likely used to having as much control over how the business functions as possible. You’re the go-to person for big decisions and you own the consequences of those decisions, whether they’re good or bad. This attitude is often good and sometimes necessary for the business’ success. But when you begin to consider how you will plan for your business’ future, you might be positioning your business poorly, especially if you have any intentions to one day sell your business to a third party.

    In this article, we’ll outline three facts about third-party sales and present a few consequences you might face if you aren’t aware of these facts.

    1. Buyers Want to Buy the Business, Not the Owner

    A mistake many owners make as they consider a third-party sale is that they should remain heavily involved in business operations. However, staying too heavily involved in how the business runs is the last thing a buyer wants to see. Buyers prefer businesses that run smoothly without the owner because they usually don’t want to commit the time and capital necessary to replace the owner after the owner sells the business. This is even true of financial buyers and private equity groups: They may be more likely to support continued owner involvement, but too much owner involvement can have a negative impact on the overall value of the business.

    When planning for your business’ future, it’s important to position your business to function well whether you are present or not. If the business’ performance relies directly on you, you can negatively affect your business’ transferable value, which is what the business is worth without you. If you ever plan to sell your business to a third party but are also crucial to the business’ success, you will likely need to work for the buyer for a few years until they’ve found or trained people to replace you. If you do some of that work before the sale, it gives you more options and potentially more value.

    If the idea of selling your business only to work for the buyer is unpalatable, you aren’t alone. Many owners share this distaste. However, this brings up another consequence of being too consequential to your business. If you put your business on the market, find that buyers require you to stay for a few years because you’re too important to leave, and you then take the business off the market, you can permanently damage your business’ value. In third-party sales, there’s no such thing as “testing the waters.” Buyers want to buy businesses that other buyers want to buy. If a business comes off the market without being bought, it’s called tainting the marketplace, and it can damage your prospects.

    2. Buyers Want Your Key Employees

    Key employees tangibly contribute to the success of the business in ways that go above and beyond expectations. Given this definition, it’s obvious why buyers want them to stay with the company after you sell it. However, it’s your responsibility to incentivize those employees to stay with the business as and after you leave.

    If key employees feel that you haven’t properly recognized their contributions to the business’ success, they can negatively affect your plans for a sale to a third party. In a best-case scenario, they’ll simply leave for greener pastures, which can negatively affect business operations and value. In the worst cases, they’ll work for a competitor, take clients with them, or demand a cut of your final sale price at the 11th hour.

    Formal incentive plans can keep key employees tied to your company as you complete the sale process. However, formal incentive plans must do four things to be effective:

    1. Be tied to performance standards.
    2. Be clear, consistent, specific, and in writing.
    3. Create substantial bonuses (in the eyes of the employee).
    4. “Handcuff” the employee to the business.

    3. Buyers Want a Documented, Proven Growth Strategy

    Providing a documented, proven growth strategy to buyers can make the sale process easier for you in two ways. First, having a documented growth strategy positions you to grow your company more effectively than owners who don’t have documented growth strategies, possibly making your company more valuable. Second, having a documented growth plan eases the transition between your exit and your next-level management team’s entrance as the decision-making body for the business. Getting them involved in setting business strategy and action plans to implement the strategy brings in new ideas, enthusiasm, and commitment to seeing the processes through to success. This can make the business more valuable to buyers because they will have to put minimal effort into absorbing the new business. It also positions you to move toward only doing things that you want to do within the business, rather than acting as the decision maker for every little issue.

    If you’d like to discuss how you can prepare yourself for a third-party sale or do any of the things buyers tend to look for when buying a business, please contact me.

    Allan VanderHamm, CPA, ABV, CVA, CM&AA, CExP, is a Principal and the Director of Business Transition and Valuation Services at Berntson Porter & Company, PLLC, a consulting and planning CPA firm in Bellevue.   Allan’s practice focuses on designing and implementing comprehensive owner exit plans, completing successful merger and acquisition transactions, and preparing effective business valuations.  If you have questions about the content of this article or any area relevant to Mr. VanderHamm’s expertise please contact him at (425) 454-7990 or avanderhamm@bpcpa.com.

    IBA, the Pacific Northwest’s premier business brokerage firm since 1975, is available as an information resource to the media, business brokerage, and mergers & acquisitions community on subjects relevant to the purchase & sale of privately held companies and family owned businesses.  IBA is recognized as one of the best business brokerage firms in the nation based on its long track record of successfully negotiating “win-win” business sale transactions in environments of full disclosure employing “best practices”.

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