So, You Want to Sell Your Business?

Factors Impacting the Value of Your Business

So, You’re Thinking of Selling Your Business?
By John Stewart, Executive Director, NPRC

“Hi John, I think it’s time for a valuation. Lindsey and I are almost 60 and we’re giving some serious to selling the business and retiring, so what’s the first step we need to take to get a valuation done?”

How do I respond when someone calls me with a question like that?

Well, I start off by asking a bunch of my own questions. What are their current sales, and what do they think their business is worth. What are they going to do after they sell the business? How much is their net worth, and what percent of their total net worth is represented by the value of their business? What happens to their plans if their business simply doesn’t sell?

Sure, they may be calling me about a valuation, but virtually every single caller already has some preconceived notion as to what their business is worth.

Is the Business Value Inflated?

One of the early and most important questions I ask is, “what happens if it turns out your business is worth far less than what you think it is. What will you do then? Are you prepared emotionally and physically to continue operating it like you are today?” Some folks who call do have the time, the patience and the maturity to rationally answer those types of questions. Others are less fortunate and they are looking for instant solutions (selling) to problems that have taken years to develop.

One of the more challenging questions I raise with folks is, “What happens if you throw a party and no one shows up?” Unless you have one or two prospects already lined up and waiting to buy your business, what happens when you establish a fair market price for your business, put it on the marketplace and you are greeted with deafening silence?

Making More Money by Staying!

Many times, I end up suggesting to callers that they need to go back to the drawing board and rethink what they want to do, reminding them that they will never make as much money selling the business as they will from continuing to run the business on a day-to-day basis.

Even in cases where the callers are dead-set on selling their business sooner rather than later, postponing the sale by even a couple of years and concentrating their efforts on specific steps designed to increase the value of the business may very well be the best course of action.

Yes, that may be very discouraging for some folks to hear, especially folks who are biting at the bullet to retire now, but postponing the sale and working the business for a few more years may be a far more realistic option than what they have facing them now. There are many, many steps that owners can take in a relatively short period of time (12-24 months) to significantly increase the value of their business. We’re not suggesting these steps will be easy, but then again what is?

Business Valuations – Two Observations

I’ve been a consultant in the printing industry for more than 35 years, and I have also conducted more that 400+ valuations in the last ten years, and I feel comfortable in offering the following two, broad observations valuations conducted in our industry:

• Limited Market – First, unless you already have a serious, qualified prospect waiting in the wings to buy your business, the chances are better than 50-50 that no matter how fairly priced your business might be, you may never find a qualified buyer willing and able to buy your business, certainly not at the price you think it is worth, and certainly not for all cash, which is what many if not most sellers expect.

• Unrealistic Expectations – Second, most owners think their business is worth far more than most valuations would suggest, and they are sadly deceiving themselves to think they are going to find a buyer. PERIOD! Where or how some owners come up with their business valuations is beyond me. Anyone who suggests that a business is worth some multiple of annual sales needs to have his or head examined! Too many folks conflate the amount of money they collectively withdraw from the business on an annual basis with profitability or excess earnings. They are not the same.

In 2007 I co-authored, along with my good friend and industry expert Larry Hunt, what is now considered a landmark industry publication titled, “Print Shop for Sale.” This 300+ page book has sold more than 4,000 copies, and remains as the only publication of its kind in the printing industry, offering “A step-by-step guide for establishing a fair market value for your printing firm, or one you are looking to buy.”

Valuation Lessons Learned

Since its publication, I have conducted well more than 400+ valuations. I have also been called upon to provide “expert testimony” at various legal proceedings where I have been asked to address various valuation methods as well as industry profitability ratios. Print Shop for Sale is available in the NPRC Bookstore.

I have encountered virtually every possible valuation scenario, ranging from nasty divorces where no one wins, to couples who had planned for the last 20 years to somehow retire at the magic age of 60 only to reach that age, and have nothing whatsoever to fall back on – their business having little if any value to anyone other than themselves, with the only source of additional income or benefits being what they will received from Social Security and Medicare.

As I alluded to earlier, the selling process is more likely to take a year or more, rather than months, and even then, there is no guarantee whatsoever that you will find a qualified buyer who is willing and able to pay your asking price, or anything close to that.

Remember too, that in at least a majority of the selling scenarios that occur in the real world, you are typically going to be asked to provide financing for the bulk of the selling price. If you think you’re going to show up at settlement, “Sign the papers and then walk away with a big check” you are mistaken. Consequently, the monthly payments you will come to depend upon will be closely tied to the success of the new owner and his or her ability to achieve all the promises that you made during the selling process.

“Even though sales have been somewhat flat the past four years, this business really has great potential, and with the right person at the top, it can reach the next level in terms of sales and profits.”

During the early stages of establishing a business valuation, owners who want to sell their business will often come up with a variation of the following: “Barbara and I have worked very hard the last 20+ years and we’ve made good money, and we’ve built a solid business, but we are getting burned out and we want to move on. Even though sales have been somewhat flat the past four years, this business really has great potential, and with the right person at the top, it can reach the next level in terms of sales and profits. Heck a new owner could easily double our sales if they got out there and properly marketed the business.”

Valuing a Business Based Upon Potential?

If you think you are going to sell your business based upon its potential you are sadly misleading yourself. In the simplest of terms, your business is worth nothing more and nothing less than (1) the current net, street value of your equipment and (2) the ability of the business to pay a new owner a “fair market salary” AND produce or generate enough excess earnings that allows the new owner to make payments to you the seller!

The bottom line in terms of selling your business is you are either a “leader” or a “Laggard” in terms of profitability and sales per employee. You either have it or you don’t. If you’re trying to make a “silk purse out of a sow’s ear” then good luck.

Just because you and Brenda worked 85-hour weeks and worked for less than minimum wage doesn’t mean a new owner should, certainly not if your business is half as profitable as you say it is.

Plus, if the business has potential to grow then you should have grown it. If the business has potential to be more profitable then you should have been the one to make it more profitable. If a new owner takes the bull by the horns and increases sales and profits as a result of their talents then the credit goes to them, and not you!

“If the business has potential to grow then you should have grown it. If the business has potential to be more profitable then you should have been the one to make it more profitable. If a new owner takes the bull by the horns and increases sales and profits as a result of their talents then the credit goes to them, and not you!”

If a business is unable to pay a new owner a working salary as well as generate enough “excess earnings” to pay the seller each month then it most likely is worth nothing more than the “street” value of the furniture and equipment used to produce those sales. We’re not talking net assets as found on the balance sheet, but rather the value that this equipment represents if a savvy business owner had to go out on the used equipment market and replace each key piece of equipment required or used to produce your current sales.

By the way, one of the biggest mistakes sellers can make is to load up their businesses with new equipment, leased or financed, in the last two or three years just prior to putting the business on the market for sale!

Regrettably, as many owners soon discover, there is very little interest in businesses producing mediocre sales and mediocre profits. Instead of being able to sell their business at a magical ratio of 60-70% of annual sales, they find they are unable to sell the business as an on-going entity, and instead end up closing their doors, selling off their accounts receivable, and then selling off key pieces of equipment one piece at a time, receiving just pennies on the dollar!

Five Factors Worth Considering

It would be easy enough for us to pull out the past dozen or so valuations and highlight what we found, but suffice it to say the five specific commentaries offered below would be near the top of just about any list I prepared.

(1) Confusing Salaries vs. Owner’s Compensation – Husbands and wives, or even brothers and sisters working as teams running and operating a business, often mistake the amount of money they collectively withdraw from the business as being the same as profits or owner’s compensation. They are not. Only the salary and benefits taken out by a single individual can be considered as part of the owner’s compensation calculation. So, just because Tony and his wife Carol collectively take out $75,000 on a business doing $750,000 in annual sales, this does not mean they are taking out 10% or $75,000 in profits. Far from that! Assuming a new owner would replace Tony as the new working owner, he would also have to go out on the market and replace Tony’s wife as well at a fair market, competitive salary. If that means spending $35,000 to replace her, then the unadjusted excess earnings for the company would now be $40,000, or 5.3% of sales.

(2) Failure to Achieve Top SPE levels – We can report with absolute confidence that firms falling in the top 25% of our industry report average “sales per employee” ratios of almost $160,000. We also know that those in the bottom 25% of our industry continue to struggle with reported SPEs of $125,000 or below! How owners (assuming they even track info like this) can sleep at night knowing their company’s SPE is so much lower than others in the industry is mind boggling, especially when it can be so readily improved.

(3) Ignoring Key Industry Statistics – The printing industry is almost unique in some aspects, especially its history of collecting, tracking and publishing key financial ratios. Owners who make excuses for not knowing the fundamental financial ratios that define this industry have no one to blame but themselves. To be blunt, if you can’t instantly put your hands on what those key financial ratios being reported by the top 25% of this industry then shame on you.

The 2017-18 Financial Benchmarking Study, one of many studies published by NPRC (and available in its bookstore) is packed with ratios related to what the winners in this industry report for benchmarks such as sales per square foot, current ratios, owner’s compensation, cost of goods and one of the most important ratios of all – employee payroll! It is not surprising that firms that lack this type of data tend to be under-performers.

(4) Rationalizing Key Ratios – It is one thing not to be aware of key ratios, it is a far different thing to actually have access to these key ratios, especially ratios reported by the very top performers in the industry, and yet to conclude that somehow they don’t apply to your firm. Rationalizing that key performance ratios don’t apply to your firm or that your company or market is different from all the rest is simply a recipe for disaster – It’s also a reason why no one in their sane mind will pay you what you think your business is worth. If only owners would stop rationalizing and act upon the wealth of information available to them they would end up making their lives so much much better, at least in the long run!

(5) The Enemy in the Mirror – Like it or not the biggest culprit preventing many owners from achieving higher levels of success (and higher values for their businesses) is the man or woman staring back at them in the mirror first thing in the morning. That individual typically exudes negative vibes. They are filled with excuses. They talk a good game, and say they are willing to change, but when push comes to shove they will fight the consultant and ignore advice from even the most qualified, most trusted advisers they can find. Sometimes that trusted adviser is a spouse or partner, but even then they are ignored. Many of these owners simply fail to push themselves or the folks around them. They make little effort to change, and remind one of the old expression, “It’s hard to teach an old dog new tricks.”

Ok, that’s enough negative rants for the day! <g>

Recovering from Hip Surgery

I just had my left hip replaced on Aug. 21, 2017 and I am very impatient to get back to my old self. If you sense from the column or comments above that I sound a bit “irritable” you are correct. Don’t look for a retraction! <g>

While I am pleased with my progress, it just never seems fast enough. The healing process pretty much is following what I endured five years ago when I had the other hip replaced. My hip was operated on Monday mid-day, and I was up on a walker walking around the ward five hours later.

I was discharged the next afternoon. By Thursday, I had given up using the walker, and I was walking up and downstairs as soon as I returned home. Each day it has been getting a bit easier to endure. Anyway, as I kept proofing and reproofing the above I kept stumbling upon one “negative” sound comment after another. I would revise or delete one and yet another one would pop up a couple of paragraphs later.

Nothing makes me angrier, however, to know that our industry has so many resources available to help troubled firms and yet so many just ignore them and think they “know better.” It is really a tragedy to find myself talking to owners who say they are now ready to retire but when I end up looking at their financial statements I discover one mistake after another than could have been avoided had they availed themselves of some of the many outstanding reports available in this industry.

Oh well, I hope you enjoy the column. Don’t hesitate to email me with any comments or questions you might have.