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Executive Corner: Get Your Firm ‘Sale Ready,’ Even If It’s Not for Sale

Carl von Hake on June 25, 2018 - in Articles, Column

You’ve decided to sell your house, so you fixed that broken screen door, pruned the hedges and cut the lawn. Why do those things now? Because you want to show your house in the best possible light to potential buyers to maximize its sales price. You’ve “gotten your house in order.”

Like selling a house, to affect a successful sale of your firm, you need to get that house in order, too. You want to present your firm in the best possible light to all potential buyers—external or internal—to maximize the gain from selling what you’ve painstakingly built. Although beauty is in the eye of the beholder (the buyer, in this case), and no two buyers are exactly alike, the following are five common areas of interest to buyers in which to get your house in order.

1. Solid Operational History

Attractive acquisition targets have a reliable and consistent history of increasing sales, revenue and profitability. This scalability is the mark of effective firm leadership and a well-run business. Buyers like to know that, once acquired, the firm and its management team will continue to drive growth, cash flow and operational excellence. After all, the buyer needs a return on his or her investment, and past performance can be an indicator of future performance.

2. Complete, Well-Organized Company Records

In the due-diligence process, a buyer will ask to see many records, including financial statements, corporate governance documents, legal contracts, employment agreements, insurance documents, employee manuals and shareholder agreements. Missing, incomplete, incorrect and contradictory records make it difficult for a buyer to understand your business, which creates unnecessary risk. In this case, they will likely move on to another acquisition target, as they have limited time and many other targets to evaluate.

3. Realistic Expectations

Before beginning the formal sales process, you must have a realistic expectation of the value of your firm, because a potential buyer will not invest the money or time to evaluate your firm for acquisition unless they believe you’re willing and able to negotiate a fair price at closing.

If you believe your business to be worth $10 million, and the market believes it to be worth $5 million, the sales process will go nowhere fast. A business valuation performed by an experienced valuation expert is a small but strategic investment to keep that scenario from happening. Not only will you get an unbiased idea of the market value of your firm from which you can base negotiations of sales price, but you also get feedback on how you can make your firm more valuable.

4. Strong, Reliable Processes

Processes that drive client acquisition and retention, mitigate project risk, create accountability and produce reliable financial data are key to scalability, longevity and profitability—the hallmarks of valuable professional service firms. If your processes are too dependent on you as the owner, that limits scalability, longevity and profitability in the long term. To increase the marketability and value of your firm, run it so it can run without you.

5. Clean Financial Statements

A savvy buyer (the kind you want) will be well-versed in reading financial statements. They will be looking for key components from which they can derive and apply metrics to determine the value of your firm. Financial statements that are well organized, prepared using the appropriate GAAP accounting methods, and conform to industry norms make the buyer’s due diligence process easier and faster. Conversely, messy financial statements are difficult to work with and can be indicative of problems in other areas. If you’re not sure if your financial statements are up to par, ask your CPA for help. Or, better yet, have your financials compiled, reviewed or audited, depending on your situation and budget.

Excellence in these five areas makes your firm more valuable to a potential buyer, whether that buyer is external or internal. When you think about it, the things that make a firm valuable to a buyer also make it valuable to the owner. The time and effort invested in getting your firm’s house in order for a sale will pay big dividends, whether you decide to
sell the firm or retain ownership.

About Carl von Hake

Carl von Hake, CPA, is an associate principal at Rusk O’Brien Gido + Partners, specializing in corporate financial advisory services; email: [email protected]

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