Originally published in American City Business Journals
By Shane Brown
When it comes to exiting your business, you cannot have too many options. Too many owners box themselves in by not taking simple steps to diversify their business, to make it more versatile, more portable and create flexibility that greatly expands the exit options.
This results in unnecessary complexity and headaches during the sales process and can even kill off deals completely.
No matter what type of exit you are targeting, there are some core steps you can take that will prepare you for nearly all scenarios. And even if you aren’t preparing for a sale, they will add value to the business and make it more attractive to potential buyers.
The following are four key concepts that focus on making the business more valuable, flexible and helping ensure that the key metric of future cash flow is as predictable as possible
Adjust your corporate structure and asset profile in a way that makes it attractive to the broadest section of potential buyers.
A prime obstacle to portability is real estate holdings that are piled into the same corporate structure as everything else. This invariably makes a company harder to sell, adding complexity and time to any potential deal, not to mention making it more expensive and creating negative tax consequences.
Owners can hive off non-core holdings like real estate or equipment while leaving the operating company healthy and intact. This can also ease common owner concerns about their post-sale income — by holding on to real estate or other parts of the business, an owner can be more relaxed about completing the sale and giving up their salary in exchange for continued rental cash-flow stream.
This kind of restructuring can be tailored according to the type of exit owners want, be it a sale to a third party, a management buyout or an employee buyout (ESOP).More than anything, a business’s value to potential buyers depends on its projected future cash flow. That’s why it’s so important to ensure that a business’s income streams are well diversified.
If a business is vulnerable to negative shocks like a fall in a certain area of demand or a recession, it’s going to be less attractive to buyers.
We all saw what happened to the value of construction firms in the great recession from 2008 to 2012: their projected cash flows became meaningless because they were so dependent on recession-sensitive investment and infrastructure spending that was largely erased in a very short period of time.
To maximize enterprise value, businesses need to be constantly thinking about how they will make money in a down market as well as during the good times. In the construction industry, that might mean adding service-related business such as a small-projects division, roofing, landscaping, and envelop repairs that are less cyclical and often have higher margins.
This helps reassure would-be buyers that a business is not going to just seize up come the next downturn. Service and repair elements can add tremendous value to a business as they capture recessionary portions of market trends when customers are more inclined to repair versus build.
Last winter, I was lucky enough to attend an intensive business class at Harvard University taught by Felix Oberholzer-Gee. I took away some fascinating insights into how the changing concept of value creation is shaking up the business world.
Value creation now extends beyond traditional metrics to encompass how your business is perceived by customers.
Are you doing something so differently that customers are willing to pay you a premium for the value you create?
An obvious example that was used was Uber, which has managed to get people to pay more than they would for a traditional cab thanks to its convenient technology, easy payment system, and cleaner cars. For another company, the value creation might come from being highly reliable, innovative or trustworthy.
The other side of value creation is being such a great place to work or such a great company to work with that employees or service providers will work for less than they would for a similar job elsewhere. Uber achieves this through allowing drivers to use their own car, have flexible hours, and receive easy payment.
Your company might do it through offering employees a clearly-defined 10-year career path, implementing compensation plans that tie employees to company success, or taking steps to connect with and give back to the local community in a way in which they can be directly involved. Simply offering a competitive salary, vacation, 401k and health care are no longer innovative.
By adding value to your business in these ways, you increase your projected cash flow and make yourself more attractive to buyers.
A clear sustainability plan is crucial to boosting the attractiveness of a business and readying it for sale. Who would want to buy a business without a sustainability plan? Without such a plan, no suitor will be interested in a company that is wholly reliant on its current ownership.
An owner needs to decide what’s next and what kind of exit he or she wants five to 10 years in advance. In that time, the owner essentially shouldn’t do anything by themselves that is core to the business. This means every minute working in or on the business is a learning opportunity that shouldn’t be lost.
Potential buyers want to know that the company can keep running without the owner’s particular brand of magic. So, take the magic away by keeping your key talent involved in all critical aspects of running the business. Look at your schedule well in advance and challenge yourself if you are doing things in a way that means no one else in the business has a strong working knowledge.
These types of activities may add greatly to your inner sense of value, but you are missing a training opportunity.
By preparing their business in this way, owners can greatly increase exit options and greatly reduce the stress and complexity of an eventual exit while ensuring that they maximize the value from their years of hard work. But none of these steps to create value, versatility and diversity can be taken overnight, so there’s no time like the present to get started.
Shane Brown is the lead in the construction industry practice at Plante Moran.