7 key strategies for coaching a business owner who wants to sell presented by susan rosner

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7 Key Strategies For Coaching a Business Owner Who Wants To Sell

Presented By Susan Rosner

Copyright 2006 Rosner Resource Group, LLC

THE OWNER WILL EVENTUALLY LEAVE

There Is Only One Thing in Business That Is Certain

Copyright 2006 Rosner Resource Group, LLC

Potential Exit Strategies

Sell to a Third partyBe AcquiredMerge

Go PublicHave a family member take overEmployee Buy-outGo out of Business

Copyright 2006 Rosner Resource Group, LLC

Current Situation

Only 25% of businesses that are “For Sale” actually sell

Privately Held Business with Sales of $500K to $25M

Copyright 2006 Rosner Resource Group, LLC

WHY?

Unrealistic expectations Business isn’t marketable

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies1. Align Personal and Business Goals with the market

reality2. Educate the business owner on what drives a

company’s value and how they can control it    3. Conduct an in depth Business Analysis from the

“outside in”4. “Quarterback” the development and implementation

of a realistic exit plan with key advisors5. Implement value enhancement strategies6. When the time is right-Implement a strategy for

selling the business7. Keep the business owner focused on what’s important

Copyright 2006 Rosner Resource Group, LLC

Strategy #1Align personal and business goals with the market reality

Copyright 2006 Rosner Resource Group, LLC

Key Alignment Areas

Financial Does the owner know how much they have

to “net” after taxes to support their lifestyle after the sale of the business?

Copyright 2006 Rosner Resource Group, LLC

Key Alignment Areas

Business Is the business ready to sell for premium

value? Is the owner ready, willing and able to

implement enhancement strategies to increase value?

Copyright 2006 Rosner Resource Group, LLC

Key Alignment Areas

Emotional What’s the “After business” plan? How will family/partner dynamics influence

the decision to sell?

Copyright 2006 Rosner Resource Group, LLC

Actions:Financial Review current personal financial plan Determine how important the sale of the business is to

the personal financial planBusiness “Quick review” of financials to determine potential

range of valueEmotional Develop options for transition and post-sale plans Uncover impact on sale to family and partners

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #1

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies1. Align personal and business goals with the market

reality2. Educate the business owner on what drives a

company’s value and how they can control it    

Copyright 2006 Rosner Resource Group, LLC

Case Study

Revenues Company A Company B

2005 $12,000,000 $12,000,000

Net Profit on Tax Return $ 225,000 $225,000

Copyright 2006 Rosner Resource Group, LLC

Case StudyRevenues Company A Company B

200320042005

$6,000,000$8,000,000$12,000,000

18,000,00015,000,00012,000,000

Total Debt $1,000,000 $400,000

Average age and value of equipment

3.5 years -$1,500,000

10 years-$100,000

Owner’s vacation 8 weeks 1 week

Owner’s Salary and Benefits $1,500,000 $200,000

Net Profit on Tax Return $ 225,000 $225,000

Adjusted Net Profit $1,725,000 $425,000

Copyright 2006 Rosner Resource Group, LLC

Adjusted Net Profit

Net profit from Tax return Plus Owner’s discretionary income Plus non-cash deductions Plus rent (if owner owns the property) Less reasonable salary to replace the owner Less market rent

Copyright 2006 Rosner Resource Group, LLC

Desirability Measures

Financial health Industry Competition Local economy Management Employees Customer base Condition of FFE Reputation

Customer Orientation Sales Management Ease of operation Technology Legal

Requirements/Licenses

Location/lease Product and Service

Offered

Copyright 2006 Rosner Resource Group, LLC

What this all means……

To drive value you must attend to those things

which Builds revenue and profit Build long term desirability

Copyright 2006 Rosner Resource Group, LLC

Actions:

Calculate adjusted net profit for last three years Review financial trends for at least three years with the owner

Look at year over year comparisons available from internal accounting system or their accountant

Complete the business check-up assessment with the owner Use owner’s industry knowledge to benchmark performance Identify missing critical information and develop a strategy

with the owner for collecting (internal or external) Explore areas that drive company value and how the business

owner controls these areas

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #2

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies1. Align personal and business goals with the market

reality2. Educate the business owner on what drives a

company’s value and how they can control it    3. Conduct an in depth business analysis from the

“outside in”

Copyright 2006 Rosner Resource Group, LLC

Strategy #3

Conduct an in depth business analysis from the “outside in”

Market valuation Marketability assessment

Copyright 2006 Rosner Resource Group, LLC

Market Valuation

14 valuation methodologies Valuations may vary depending on the

buyer Valuations for business sale are different

than valuations for other purposes! Businesses over $1,000,000 in sales

must have a business valuation

Copyright 2006 Rosner Resource Group, LLC

In Reality

Valuations are an art and a science Valuations are a critical negotiation

tool Price must pass the test of

reasonableness A buyer must be able to have an

acceptable ROI after debt service and buyer requirements

Valuation Methodologies & Valuation Methodologies & TechniquesTechniques

Forced O rderly

Liquidation Approach

Asset Based

CapitalizedEarnings

EarningsM ethods

CapitalizedCash Flow

DiscountedCash Flow

Cash FlowM ethods

EarningsBased

M arketCom parables

G oing Concern Approach

Valuation Approaches

Copyright 2006 Rosner Resource Group, LLC

Marketability Assessment

Strengths Weaknesses Opportunities Threats

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Types of Buyers

High Net Worth Buyer Strategic Buyer Synergistic Buyer Investment Buyer

Copyright 2006 Rosner Resource Group, LLC

Actions: Complete a market valuation Complete an industry benchmark

analysis Use a SWOT analysis to assess the

company from different buyers perspectives

Develop value enhancement strategies

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #3

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies

1. Align personal and business goals with the market reality

2. Educate the business owner on what drives a company’s value and how they can control it    

3. Conduct an in depth business analysis from the “outside in”

4. “Quarterback” the development and implementation of a realistic exit plan with key advisors

Copyright 2006 Rosner Resource Group, LLC

Strategy #4

“Quarterback” the development and implementation of a realistic exit plan with key advisors

Copyright 2006 Rosner Resource Group, LLC

Exit Planning Getting the business owner started is the

hardest part Exit Planning should be started at least 3 to 4

years before the owner wants to retire

Copyright 2006 Rosner Resource Group, LLC

Exit Planning

Select advisory team Facilitate a strategic exit planning

meeting with advisory team Document the specific tasks to be

required to achieve objectives agreed to Assign responsibilities for each task Set dates for completion Make sure everything gets done Review Yearly

Copyright 2006 Rosner Resource Group, LLC

The Advisory Team Accountant Tax attorney Estate attorney Transaction attorney Business consultant/coach Business intermediary

Business broker M&A advisor Investment banker

Exit Planning Consultant*

Copyright 2006 Rosner Resource Group, LLC

Actions: Review the importance of Exit planning with

the Business Owner Research and Select Exit Planning team Initiate initial meeting

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #4

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies

1. Align personal and business goals with the market reality

2. Educate the business owner on what drives a company’s value and how they can control it    

3. Conduct an in depth business analysis from the “outside in”

4. “Quarterback” the development and implementation of a realistic exit plan with key advisors

5. Implement value enhancement strategies

Copyright 2006 Rosner Resource Group, LLC

Can the Business be Replicated?

Copyright 2006 Rosner Resource Group, LLC

Value Enhancers

Clear vision and plan Management depth International exposure Growth opportunities Competitive advantages Properly capitalized History of profitability

Copyright 2006 Rosner Resource Group, LLC

Value Detractors

Lack of management depth Lack of focus Personal goodwill Concentration risk (i.e. customer

/geography) Over-leveraged Too small

Copyright 2006 Rosner Resource Group, LLC

Actions:

•Review the SWOT analysis results

•Review Value enhancers and detractors

•Review the Business Check-up Assessment

•Identify priority actions

•Develop and Implement Plans for Implementation

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #5

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies1. Align Personal and Business Goals with the market

reality2. Educate the business owner on what drives a

company’s value and how they can control it    3. Conduct an in depth Business Analysis from the

“outside in”4. “Quarterback” the development and implementation

of a realistic exit plan with key advisors5. Implement value enhancement strategies6. When the time is right-Implement a strategy for

selling the business

Copyright 2006 Rosner Resource Group, LLC

Ready To Sell

READY TO SELLsm

Tax Planning

Legal Review

Personal Financial Plan

Human Resources Audit

Valuation and

Deal Structure Analysis

Industry Trend Analysis

Analysis ofPerformance Indicators

Financial PerformanceAnalysis

Ready To SellSm

Copyright 2006 Rosner Resource Group, LLC

Ready to Sell

Pre-Due DiligenceThird Party ValuationAdvisory Team AlignmentMarketing Package Development

Offering MemorandumProspectus

Copyright 2006 Rosner Resource Group, LLC

Best Offer Marketing

Best Offer MarketingSM

Best Practices• Targeting the right buyers• Creation of a compelling future story

for:– Blind Business Profile– Confidential Memorandum

• Support of Business Advisors• Best Offer Program• Screening buyers for motivation and

financial qualifications • Confidentiality

Search

Approach And

Attract Best Buyers

Target

Research

Copyright 2006 Rosner Resource Group, LLC

Partnering To Close

SELLER GOAL Maximize return

BUYER’S GOALMinimize Risk

DEAL

STRUCTURE

Desirability of Business

TheHUMANFactor

Partnering To CloseSM

Copyright 2006 Rosner Resource Group, LLC

Timeline

Activity Timeframes

Ready to Sell Month 1

Marketing Implementation

Month 2

Buyer Visits Month 3 thru 6

Due Diligence Period 60 days from LOI

Closing 60 to 90 days from end of Due Diligence

TOTAL TIME 10 to 18 monthsTimeframes are estimates only

Copyright 2006 Rosner Resource Group, LLC

Actions:

•Meet with Key advisors•Help the owner select a business intermediary•Align the advisory team

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #6

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies1. Align Personal and Business Goals with the market

reality2. Educate the business owner on what drives a

company’s value and how they can control it    3. Conduct an in depth Business Analysis from the

“outside in”4. “Quarterback” the development and implementation

of a realistic exit plan with key advisors5. Implement value enhancement strategies6. When the time is right-Implement a strategy for

selling the business7. Keep the business owner focused on what’s important

Copyright 2006 Rosner Resource Group, LLC

Best Practices For The Entrepreneur

Focus on Extraordinary Execution Demonstrate

Adaptability Persuasion and Negotiation Open mindedness Ability to deal with set backs

Copyright 2006 Rosner Resource Group, LLC

Critical Shifts

FromMaking a livingWorking in your businessMeasuring FinancialsWorking HardManagingSelf employed

ToBuilding an EnterpriseWorking on you businessMeasuring Strategic ValueWorking SmartLeadingBusiness owner

Copyright 2006 Rosner Resource Group, LLC

Actions: Coach the owner on Best practices Coach the owner to work “on” the business

focusing on growth! Coach the business owner that the sale is not

made until closing papers are signed and money is in the bank!

Copyright 2006 Rosner Resource Group, LLC

Take a Moment

To write down your questions about Strategy #7

Copyright 2006 Rosner Resource Group, LLC

7 Key Strategies1. Align Personal and Business Goals with the market

reality2. Educate the business owner on what drives a

company’s value and how they can control it    3. Conduct an in depth Business Analysis from the

“outside in”4. “Quarterback” the development and implementation

of a realistic exit plan with key advisors5. Implement value enhancement strategies6. When the time is right-Implement a strategy for

selling the business7. Keep the business owner focused on what’s important

Copyright 2006 Rosner Resource Group, LLC

Q & A

Copyright 2006 Rosner Resource Group, LLC

Thanks For Attending!

To request a link to this Presentation, Business Check-Up Assessment and Audio send me an email with your

feedback about the session:

susan@rrg-net.com

Mergers and Acquisitions, Consulting, Exit Planning

Copyright 2006 Rosner Resource Group, LLC

THANKS!

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