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Our Top 4 Reasons Why Businesses Do Not Sell

sell a business

With over 100 collective years’ industry experience we have seen many successes for our clients, but the fact remains that in the UK, four in five businesses do not sell and without a company like Evolution CBS on your side, the odds are against you.

Many of our clients have tried previously and learnt the hard way. Fortunately, in many cases we were able to help them exit on second attempt.

Some of the issues were unique to the business or business owners, but most have common traits that can be shared to help to prevent your future deals from falling apart.

WATCH – Evolution CBS CEO and exit planning expert, Rob Goddard, explain the most common reasons why businesses do not sell:

Alternatively, read on to find out our top four reasons why these businesses encountered failure the first time around.

Lack of Preparation

“Most business owners think in months, not years, ahead of exit”

Lack of preparation and exit strategy is by far the most common mistake that business owners make.  Just as you would re-decorate your house before putting it on the market, it is vital to address several key aspects of your business before listing it. Financial documentation, sustainable profitability, lease issues, staffing problems and other concerns will not only impact saleability, but also the price that you ultimately can sell for.

Many of the business owners that we talk to say that they want to sell in 3 to 5 years. If true, the time to start preparing to sell their business is right now. Apart from the business issues mentioned above, there are many other things to consider, most notably the tax implications and what to do with the cash upon completion of the sale, which in many cases needs to be prepared for well ahead of time.

Financial Reports

“Will the financials stand up in due diligence?”

When you’re preparing to sell a business, it is crucial to know your numbers; not just where the business is at the current time but what it will achieve in the future.  That’s what you’ll be selling, so you will need to produce realistic financial forecasts that you can explain and substantiate. And, just as importantly, you will need to present the assumptions you have made and the basis on which you have made them –for example sales and marketing initiatives, forward order book, recently renewed contracts, competitive intelligence etc. This shows systems, processes and an understanding of what makes your business tick. This will reassure a buyer that the business will continue to do so when they take over.

You will also need to produce monthly management accounts that demonstrate the business is on track to meet its forecasts, so make sure you have a robust financial argument that underpins your company’s growth potential.

Owner Reliance

“If you are the engine in the car, what happens if you take the engine out?”

If you are the business, you will find it difficult to sell the company as it is totally reliant on you.  If you do achieve a sale, it is highly likely that you will have to stay with the business, working for its new owners. Some entrepreneurs pride themselves on the fact that their company cannot run without them. They keep the major customer contacts and supplier relationships to themselves.

We often find that even operational logistics and other key aspects of the business are not adequately documented. As a result, if you (the primary source of the businesses success) walk out of the door when you sell, the business will fall apart.

Our suggestion is to ‘skill up’ the people around you and have an outstanding number 2 that can run the business without you. Having a management team capable of continuing the business uninterrupted will greatly improve your ability to exit.

Unrealistic price aspirations

“Most owners want double or triple what the business is worth today”

It is not unusual for business owners to have high expectations of the price that they will receive for their company when it is time to sell. This often leads to unrealistic asking prices that make potential buyers reluctant to get involved.

Experienced buyers will always have a price in mind, calculated on a range of factors of which financial performance is probably the most obvious, but not always the most important. Whilst sellers also will have a price in mind, in my experience most business owners arrive at a value based mainly on personal desire.

That “value gap” can be bridged; sellers can, with time and careful preparation, increase the worth of the business and also take steps to reduce a buyer’s transactional risk; something that ultimately benefits both parties.

Sellers who have taken the time to conduct a thoughtful valuation process before assigning an asking price are more likely to achieve a faster and smoother sale.

If you do not know what your business is currently worth we have a great tool to help.  – CLICK THIS LINK to start your valuation TODAY.

At Evolution CBS, we are passionate about customer service. For us, every client’s needs are unique and our bespoke solutions are designed specifically to meet those needs and are delivered by specialist teams with the experience and resources you’d expect from a company with such a long pedigree.

Our values of professionalism, pragmatism and integrity run through every aspect of our business so, as you would expect, we are absolutely transparent about our services and our charges.

If you would like to discuss how we can help you with selling, growing or buying a business, please call us on +44 (0)118 322 4688.

 

How to list your business for sale, yet remain confidential

sell a business

One of the questions that we are most commonly asked by our clients is…

“How do you put your business up for sale, yet remain confidential?”

This is one of the biggest fears that our clients face when they first make that momentous decision that they are ready to sell a business.

It is only natural to not want your employees, customers or competitors to know of your decision before the time is absolutely right.

We have frequently reassured clients who raise concerns such as: “If my competitors learn that my business is for sale, they’ll tell their sales force and all my customers will know.”

Or “If my staff find out, they will immediately start looking for a different job.”

As one of the UK’s leading boutique business brokers, we have a team that have completed hundreds of deals in their career and have heard the above concerns countless times.

WATCH our MD Rob Goddard explain how his experience has helped Evolution CBS to create a service that eliminates these fears:

Alternatively, read on to learn our top three reasons why we are able to sell a business while maintaining complete confidentiality:

A No Name Marketing Policy & NDA’s

We always adopt a ‘no-names policy’ towards our marketing. This takes the form of a one-page summary of the business and the opportunity it presents to potential buyers. We call this a “teaser”, and this is the only information publicly provided to prospective buyers.

We always include enough detail in the teaser to interest potential acquirers, but not enough detail for the recipient to reverse-engineer the identity of our client’s business.

If prospects are interested in finding out more about the opportunity, we ask them to sign a confidentiality and non-disclosure agreement (NDA) before receiving any further information.

We Never meet at our Clients’ Address

Regular meetings with our clients are an important part of the service but this never takes place at your premises.

We always meet off-site, either at our own offices or an independent venue, to avoid arousing suspicion with your staff.

Separate email address

We encourage our business owners to have a private and separate email address from their work email, which they use only for communication regarding the sale of the business. This will keep any information from being accidently seen or accessed by IT staff or personal assistants.

In our view, the best time to tell staff is when the business is sold; not only is it easier for the transition, but less stressful for you.

But what if they do find out?

No system is perfect and, whilst extremely unlikely, it may be that a member of staff gets wind of your decision to sell so having a plan for this conversation is crucial.

If you are confronted by a member of your team, our advice is that you explain that you are making enquiries into an investment partner. That investment partner may be investing for 100% of the business, but that does not need to be confirmed.

It is always handy to give yourself wiggle room and a plan!

At Evolution CBS we are passionate about customer service. For us, every client’s needs are unique and our bespoke solutions are designed specifically to meet those needs and are delivered by specialist teams with the experience and resources you’d expect from a company with such a long pedigree.

Our values of professionalism, pragmatism and integrity run through every aspect of our business and so, as you would expect, we are absolutely transparent about our services and our charges.

If you would like to discuss how we can help you with buying, selling or growing a business please call us +44 (0)118 322 4688.

 

Our Most Comprehensive Resource Offering Yet!

exit your business

With the decision to exit your business being one of the biggest that you are likely to make throughout your career, at Evolution CBS, we understand that your greatest concern is likely to be ‘How?’.

We often hear business owners referring to their decision to sell as being one that has taken years and many a sleepless night. The uncertainty of just how you can exit your business is one which keeps most business owners from selling and within their current role.

Evolution CBS understand that knowledge is power, and in our continued quest to offer more to our clients and the wider business community, we have spent years compiling what we see as being one of the most comprehensive and media-rich resource offerings yet.

Best still… it is all FREE!

To help ALL business owners, we have assembled a collection of useful tips, industry updates and news items to read, watch or download. You can watch our MD, Rob Goddard, discuss our FREE resource library here:

Our resource library combines 6 years of content, including:

  • 22 case studies relating to our recent successes, outlining what worked well and what we learnt off the back of each deal completion
  • Over 40 videos of cutting-edge content to help guide business owners through the process of either buying, selling or growing a business
  • 12 White papers full of insightful, thought leadership content
  • 9 Audio Podcasts, with interviews and ideas on how to grow and exit your business

…and of course, who can forget, our FREE book, which we would be delighted to send to you. Simply fill in the form at the bottom of our homepage and a copy will be yours.

However, if this wealth of information does not answer your specific request or requirement, then please do contact us on  0118 322 4688 or click here for our enquiry form.

With Knowledge Comes Power (and the right buyer)

sell a business

To quote Sir Francis Bacon in his 1597 book Meditationes Sacrae and Human Philosophy, ‘Knowledge is power’

We also believe that research is a critical factor in ensuring the right information is acquired ahead of any transaction, especially when it comes to finding the right buyer for your business.

With millions of potential buyers in the market place, sifting through the tyre-kickers can feel like an endless task. However, rather than trying to navigate the endless labyrinth of dead ends when trying to find a serious buyer, there is another way.

What if I could have access to 50 Million potential buyers

Well, with Evolution you can! – Which is why we have set up our Evolution International Research Centre where our team has access to over fifty million global records.

Sifting through that data may feel like a tall order and it is. But our team has specific skills in distilling that vast information down into a manageable list of about fifty to seventy potential buyers.

We then approach that distilled list and identify those companies interested in taking the conversation further.

With Knowledge Comes Power

With a bank of over 1.5 million mergers and acquisitions transactions in the UK and overseas, we have the ability to research and delve deeper into what is happening in the relevant sector.

This is invaluable information, allowing us to identify who is buying who on a global scale (and often and what prices) and enables us to laser focus our approach.

Team Numbers

In 2016, our eight-person team contacted over 33,000 strategic buyers to ensure we could find the right buyer for our clients.

This means that if there is the right buyer out in the global market, we have the right capabilities to be able to find them.

Make sure you watch our latest video where Rob Goddard highlights the importance of our Research Centre and the staggering number of records we have access too.

If you are looking to sell your business our extensive services will aide you in the process. Contact us today on 0118 322 4688.

Preparing for Exit: What’s your plan?

selling a business

When setting up a business, the trials and tribulations of firstly achieving break-even and then profit often leaves the idea of an effective, well-constructed exit strategy at the back of one’s mind.

However, there comes a time for most entrepreneurs to exit their business; be it to release funds for a new venture, retirement or any number of other reasons, and to get the best price requires considerable preparation.

What steps can I take when putting my exit plan together?

Preparation is key

As with anything, preparation will always make for a smoother transition and stand you in the best stance to exit with the price you want.

Start with your personal objectives – it may seem a rather “back to front” way of doing things but it will give you a clear view of what the business needs to achieve for you.

A solid performance of trading over the last few years plays a key role, and naturally buyers are attracted to upward trends.

Your business’s financial forecasts will come under tight scrutiny so ensure they are realistic and that you can back them up.

Ensure contracts are watertight

Make sure your supplier and customer contracts are up to date and watertight.

Ensure your employee contracts comply with the latest legislation.

If you have registered trademarks or patents make sure they are fully protected.

Regulatory approvals and licenses should be kept up to date.

Call the experts

At the risk of sounding salesy, it remains important to get the right people in who know what they are doing and can assist in finding you the right buyer.

A skilled broker will help to ensure that you receive the best possible price for your business in a deal structure that meets your specific requirements. For example, ensuring that the price isn’t dependent on an “earn out” where a portion of the value is performance related and paid over a longer period during which you have little or no control.

Make sure you watch our latest video where Evolution CBS’s Chief Executive Officer, Rob Goddard, discusses how he has helped over 339 businesses either exit, acquire or grow.

If you enjoy a good book, Rob also has a great offer for you at the end!

If you are looking to engage in an exit strategy for your business or acquire a business, contact us on 0118 322 4688.

Alternative funders and the changing the role of high street banks

Traditionally high street banks were a one stop shop for a business’s financial and banking needs. They provided day-to-day banking services (deposit accounts, payments, merchant services etc) as well as providing funding (overdrafts, loans, asset finance etc).

However, this is no longer the case. Just as businesses are looking to alternative providers for services such as foreign exchange and merchant services, businesses are increasingly using Alternative Funders to achieve their funding objectives. Here I use the phrase ‘Alternative Funders’ to refer to non-high street banks, which includes P2P lenders, credit funds, alternative banks, Family offices and other specialist lenders.

So, why are an increasing number of businesses using Alternative Funders?

When a business is looking to borrow money, whether that be to fund growth, provide additional working capital, or to fund an acquisition or a shareholder buyout, the focus should be to obtain the most appropriate funding solution.

The key word here is appropriate. While cost is and should be a key consideration, it is important to evaluate the true cost to a business of any debt financing facility (in an article I wrote in March I discussed my views on the true cost of debt financing https://www.linkedin.com/pulse/debt-financing-true-cost-daniel-barrett).

Alongside the cost of any debt financing facility, there are many important considerations that need to be evaluated when considering a new debt financing facility. These will be different for each business, but often include;

  • The size of facilities;
  • The flexibility of and headroom in a new facility;
  • The repayment schedule (and the subsequent impact on cash flows);
  • The application process and time taken to get a new facility;
  • The potential disruption (internally and externally); and,
  • The ongoing reporting requirements.

It is in these areas where Alternative Funders are significantly differentiating themselves from high street banks.

So, while it is true that Alternative Funders are generally more expensive than high street banks on a headline rate basis, more and more businesses are finding that the most appropriate and attractive funding solution for their business is from an Alternative Funder. Key attractions of borrowing money from Alternative Funders include:

Mandate to lend

Due to government and Basel regulation High Street Banks have become increasingly risk-averse, resulting in much conservative offers of funding. Alternative Lenders, by contrast, have mandates to offer flexible loans that work better for the borrowing businesses. This includes offering larger facilities (relative to revenues and profitability) as well as greater flexibility around repayment (longer amortisation periods as well as partial amortisation profiles or interest only facilities).

Less restrictions

A loan from a high street bank is often coupled with financial and operational restrictions (covenants), and cumbersome reporting obligations. Alternative Funders recognise that the business owners should be focused on running their businesses and as such their loans usually have less onerous restrictions, covenants and reporting requirements

Timing

Unlike the high street banks, Alternative Funders can make swift credit decisions, provide greater certainty much earlier on in the process, and release fund to a borrower in weeks rather than several months. This allows businesses to move quickly to take advantage of business opportunities (such as an acquisition or a new contract) and reduces the time a business is distracted by a refinancing process.

Funding from Alternative Funders can sit alongside a business’s current bank

Most Alternative Funders do not offer day to day banking services. As such, when borrowing money from an alternative funder there is normally no requirement to move away from the current provider of day to day banking services. This avoids any disruption from needing to switch banks, and allows a business to keep a good relationship with their day to day banking provider. In fact, we are increasingly seeing high street banks being supportive of businesses borrowing from Alternative Funders where the high street bank cannot meet the funding requirement. This makes a lot of sense, as the bank gets to keep the day to day banking and is then in prime position to refinance out the alternative funder at the appropriate time in the future.

With an increasing number of Alternative Funders in the market, business owners have never had some many debt funding options to choose from. Because of the differentiated and attractive offerings of Alternative Funders, we are seeing an increasing number of businesses using Alternative Funders to achieve their debt funding objectives, often alongside their day to day banking provider.

At CreditSquare we work with businesses looking to raise between £1m and £30m of debt funding, and support them in determining, sourcing and implementing the most appropriate debt financing solution.

 

CreditSquare Ltd,

Phone : +44 (0) 20 3289 2176

Email : theteam@creditsquare.co.uk

Web : www.creditsquare.co.uk

Clash of Clans

During the process of selling a business, at the stage where the seller is in exploratory discussions with potential buyers, one of the unlisted items on the agenda is how the two parties assess the cultural fit of the two businesses.  At this stage it’s usually confined to how well the buyer and seller get on.

Once things move on and a firm expression of interest is made, both parties will be examining cultural fit in much greater detail; almost a form of “soft” due diligence. Cultural fit is an important factor in an acquisition for small and large organisations.

In February 2017, Unilever rejected an approach from Kraft Heinz on the basis of a lack of cultural fit. CEO Paul Polman knew the offer came from a team known for their aggressive approach to cost-cutting, which he felt didn’t fit with Unilever’s focus on sustainability.

Where cultures don’t fit, the fallout can be dreadful. The merger of Daimler and Chrysler lasted just 9 painful years as the dominant German culture conflicted with American worker and shareholder expectations. Within 2 years the combined business was projecting losses, plants were closing and Chrysler’s main shareholder Kirk Kerkorian had sued Daimler for $6 billion fraudulent misrepresentation of their intentions.

In privately owned companies cultural fit will be closely linked to the departing owner’s personality and vision.  As an acquisition is likely to result in a change of vision and/or strategy, both sides need to ensure they understand, and are comfortable with, the effects of any changes.

If the new management hopes to achieve synergies by merging teams, the teams need to be able to work together. If management hopes to retain key staff, their style and vision need to effectively motivate those individuals.  A clash of values can easily result in the newly merged business being unable to achieve the synergies they had planned and deliver the financial returns expected.

Assessing culture isn’t easy, but understanding the cultural differences and how to bridge them can be the difference between success and failure.

To find out more about how to prepare your business for sale, join us at an Evolution CBS Masterclass.

How sticky are your customers?

When you’re planning to sell a business, one of the key assets you will be offering is your customer base. This is a major value driver for both seller and buyer and it is well worth spending time analysing your customer base in some detail so that you can fully promote its value and thereby raise offer prices.

Businesses that can demonstrate a good understanding of their available audience and their engagement with it will be much more likely to achieve a good valuation.

Assessing issues and mitigating risks in advance of purchase negotiations starting can make a big difference to the eventual price achieved. We recommend businesses start the process at least two years before they hope to sell.

 

Avoid client concentration to increase value

The most valuable customer base is one where no single client dominates. Ideally no client should represent more than 10% of total revenue. Better still, if you have a variety of customer types, across a variety of industry sectors, the value goes up. This level of diversity protects your business from any reduction in demand because of economic fluctuations within a particular sector.

 

Of course, any buyer will want to be sure that your customers will stay with the new business once a transaction is completed. It will be up to you to provide the factual information that they need to make this assessment and will be critical to the offer price

 

Analyse your customer base to reduce risk

It is a good idea to spend time looking at your customer base in the same way as a buyer. Typically, they would want to know:

 

  • The impact on your business if you lost a major customer.
  • Do you have customer contracts in place with your major customers? Contracted revenues are always preferable. Make sure that these contracts are transferable to new owners.
  • Do you have exclusivity with any major clients and what are the terms of this arrangement?
  • Which customers have preferential pricing that would be difficult for them to find elsewhere.
  • What is the profitability of your major customers? Obviously the more profitable the greater the impact if you lose them.
  • Do major customers purchase a range of products/services from you? If so there is a greater degree of dependency on you as a supplier.
  • How many of your major customers do you personally hold the relationship with? If it’s a high percentage, this needs to be reduced by transferring that to other members of your team otherwise you are unlikely to be able to leave the business on sale.
  • Do you measure customer satisfaction rates? The more you can demonstrate high levels of customer satisfaction, the more likely your customers are to stick with you.

 

Customer retention, particularly of larger customers, will be a major concern for a buyer and everything that you do in advance to allay that concern will benefit you.

Once you enter due diligence your buyer will want to dig more deeply into pipelines, contracts, feedback surveys, churn rates and recommendation rates. By analysing your customer information in advance, you will be well prepared to provide this level of detail. Ultimately it will also save you time and money during the due diligence process.

If you would like to find out more about what’s involved in selling a business, contact us on 0118 959 8224 or email info@evolutioncbs.co.uk.

 

What does Thursday’s General Election mean for M&A?

Both the main parties have promised changes to the Mergers and Acquisitions (M&A) rules in their manifestos. But what do they mean for people looking to buy and sell businesses?

The Conservatives want to update the rules to protect businesses from asset strippers, those who buy businesses with the intention of making a fast buck rather than running the business for the long term. They want to force acquirers to be clear about their intentions from the moment they make an approach and make any promises made during the takeover process legally enforceable.

The Labour party wants to change the M&A rules to enhance workers’ rights. They want to amend the Takeover Code to protect workers and pensions, roll back some of the 2014 TUPE changes that govern how employment transfers when part or all of a business is taken over, and give workers first refusal if the company they work for is put up for sale.

In both cases, the manifestos aren’t clear whether the proposals will affect businesses of all sizes or how they will be implemented. We will need to see more detail when we know who wins Thursday’s election.

The market for business sales is buoyant at the moment. We are seeing lots of interest in the businesses we are selling and we are achieving prices much higher than the aspirational prices business owners bring to us – currently our average uplift is 40%. Whoever wins, and however the rules change, we believe that great businesses following our tried and trusted sales process will continue to have no difficulty getting a good price.

Call us on 0118 959 8224 or email info@evolutioncbs.co.uk for information about buying or selling businesses

What’s reducing the value of your business?

It’s fair to say that this isn’t the first thing a business owner is likely to think about every day. This is particularly true in the SME sector, especially in owner-managed businesses. The business ticks along, growing steadily and providing a good lifestyle. Often it’s only when the owners decide either to raise investment or to sell the business that they realise that their company is very unlikely to achieve the level of investment or the sale price they had hoped for. That’s news that no-one wants to hear!

If you are planning to sell up it’s almost certain that your price expectation will be higher than a buyers. But that gap will be much greater if you haven’t recognised and dealt with those elements of the business that detract from its value. In fact, the earlier this is known the better as it allows time to make changes.

Yes, of course the business needs to be making a profit and showing further potential to grow. That’s a given. But many business owners are at risk of devaluing their companies simply by continuing to run the business as they’ve always done, without considering what it would look like in the hands of a new owner.

So if you want to avoid value detractors try looking at your business as if you were a buyer. Which of these factors apply to your business?

1. High levels of dependence upon the owner and no management team

2. High levels of customer concentration

3. Incomplete, out of date or non-existent employee contracts

4. Poorly kept, non-GAAP compliant financial statements

5. Low levels of profitability (relative to industry comparable percentages)

6. No documented business plan or defined strategy for growth

7. Incomplete or non-existent sales and marketing plans

8. Incomplete or non-existent processes and procedures

9. Out of date IT systems open to risk of cybercrime

10. Disorganised and unprofessional working environment

Each of the above equals risk and buyers/investors will discount accordingly.

You may think that these risks only apply if you were looking for investment or exit but consider a couple of “What If” scenarios:

What if you become incapacitated for some reason – no one is running the business, making critical decisions or bringing in new business. 

What if your top 2 clients leave unexpectedly – this happened recently to a business I know causing substantial damage.

What if the company’s IT systems suffer a cyber-attack because your systems haven’t been updated – the damage could be vast; I am aware of 2 SME’s that suffered serious business loss through cybercrime and just look at the damage caused by the recent attack on the NHS!

What if an employee trips and injures themselves because of a poor working environment and then makes a claim against you? Health and Safety inspection looms!

Time pressed owner-managers find it hard to find the time to take a fresh look at their companies. Some are aware of the risks within the business but accept them in the hope that the worst will never happen. But not being aware of them and not dealing with them will reduce the value of your business.  

Just about all of these value detractors can be fixed within 3 years and some of them within a year at little cost. Tackling these will help your business to thrive and be more likely to attract investment capital or your desired sale price if that’s on your agenda.

Find out more about what how businesses are valued at a free Evolution CBS Masterclass.

Request your free copy!

The 11 Commandments and 7 Cardinal Sins of Selling a Business: A pragmatic guide to achieving a premium price for your business.


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