Create a Customer Concentration List

A significant reliance on one or a few customers will directly impact your business's sellability. A high level of customer concentration is risky for a potential buyer who will request a customer concentration list as part of their due diligence process. A wise approach to strategically building a business that is indeed sellable and to being prepared for a future sale transaction is to create and manage a customer list as part of your ongoing business management process.

The following is a guide to help you create a customer concentration list that you could use to manage your business and present to potential buyers. This list is an excellent way to show the distribution and reliability of your revenue sources.

1. Listing Your Top Customers: This is a pivotal step. Identify the top customers who significantly contribute to your revenue, such as those who make up 5% or more of your total revenue. You may use a different threshold based on your business's size, but the key is to identify those who are the backbone of your business.

2. Revenue Contribution: Indicate each customer's percentage contribution to your revenue. This will give potential buyers a sense of your business's dependency on specific clients.

3. Contract Details: If applicable, mention if there are long-term contracts in place. Include contract duration, renewal terms, and any exclusivity arrangements. This helps buyers understand the stability of these revenue streams.

4. Customer Industry and Type: Indicate the type of industry each customer belongs to, which can show diversity across sectors and mitigate risks associated with industry-specific downturns.

5. Historical Relationship: Include the years you’ve worked with each customer. Long-term relationships indicate stability and customer satisfaction.

6. Growth Potential and Upselling: Highlight any growth potential with each customer, like opportunities for cross-selling or upselling, which can be valuable to the buyer.

7. Transparent About Risks. For instance, if you have customers who are not bound by contracts or who have been responsible for high revenue volatility, it's best to disclose this. Buyers will appreciate the honesty and transparency.

By providing this list, you're giving potential buyers a clear understanding of your customer base's reliability and concentration risk. This is crucial for them to evaluate your business's stability and growth potential. Also, if you include this level of customer analysis as an ongoing management process, you will be better prepared to tell and sell your business story when a transaction opportunity presents itself.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

Connelly vs United States and Succession Planning

The recent Connelly v. United States Supreme Court decision provides critical insight for closely held business owners considering succession planning and tax implications.

The Court's ruling clarifies that life insurance proceeds owned by a corporation, even if intended for share repurchase agreements, increase the corporation's value for estate tax purposes. This decision impacts business owners who use corporate-owned life insurance as part of their succession planning, as it reaffirms that the company's obligations to redeem shares do not reduce the company's valuation in terms of tax liability.

Key Takeaways from Connelly v. United States

1. Business Value Impact: Life insurance proceeds payable to the corporation increase the corporation's valuation, which affects the value of shares for estate tax calculations. In Connelly's case, the $3 million policy proceeds were added to the company's value upon Michael's death, which led to a substantial tax bill.

2. Planning Options: The Court suggested alternative structures, like a cross-purchase agreement where individual shareholders own policies on each other. This setup may avoid increasing the corporation's value upon a shareholder's death, potentially reducing estate tax exposure.

3. Professional Advisory Importance: This case underscores the value of consulting with tax professionals, insurance experts, and succession planners to design strategies that align with tax laws, which can help mitigate unexpected financial consequences.

Practical Steps for Business Owners

• Coordinate with your Advisory Team: Using a coordinated approach with legal, tax, and insurance professionals can ensure strategies align with tax regulations, reducing the risk of unintended tax liabilities.

• Consider Cross-Purchase Agreements: Cross-purchase agreements may provide tax advantages over corporate-owned life insurance policies for some businesses.

Connelly v. United States offers a valuable lesson in how business structure and tax planning interact. Proactively structuring ownership transitions could avoid similar tax outcomes, enabling smoother family business successions and a more straightforward path for future growth.

Contact us today for assistance in reviewing your current agreement: 301-859-0860 | email@ennislp.com.

An Intellectual Property Audit When Planning to Sell Your Business

An intellectual property (IP) audit is an important step before selling your business because it helps you identify, organize, protect, and maximize the value of your intangible assets. Intellectual property, such as trademarks, copyrights, patents, and trade secrets, can be a significant part of your business's overall value, and ensuring these assets are adequately managed is crucial to a successful sale.

Here's why an IP audit is a good idea before selling your business:

1. Identifies and Documents All IP Assets

• An IP audit helps you identify and document all intellectual property assets your business owns, including patents, trademarks, copyrights, trade secrets, domain names, software, and proprietary designs.

• This inventory is essential for you and potential buyers to understand the full scope of what’s being sold. Buyers often look for well-protected and valuable IP; a comprehensive audit ensures nothing is overlooked.

2. Confirms Ownership of Intellectual Property

• The audit verifies that your business clearly owns all intellectual property, especially if some of it was developed by employees, contractors, or third-party collaborators. It ensures that IP is not subject to disputes or claims from outside parties.

• Buyers need to be assured that the IP they purchase is legally owned and free of encumbrances, reducing their risk and increasing their confidence in the transaction.

3. Protects the Value of Your IP

• Correctly identifying and securing your IP through an audit can significantly increase the value of your business. Intellectual property is often one of the company's most valuable assets, particularly in technology, media, and creative industries.

• An IP audit allows you to highlight these assets in the sale process, ensuring they are recognized and factored into the valuation, which could lead to a higher selling price.

4. Ensures Proper IP Registration and Protection

• An IP audit confirms that all intellectual property is properly registered and legally protected. It ensures that patents, trademarks, and copyrights have been filed and renewed in relevant jurisdictions.

• Buyers are less likely to invest in a company with unregistered or inadequately protected IP, as it could expose them to legal risks or make it easier for competitors to infringe on valuable assets. Ensuring everything is in order strengthens your business's attractiveness.

5. Mitigates Legal and Infringement Risks

• An IP audit can help identify any infringement issues where competitors or third parties may be unlawfully using your IP and ensure your business isn’t unknowingly infringing on the IP rights of others.

• Resolving any IP disputes or potential legal challenges before the sale reduces the risk of post-sale liabilities and makes the deal more appealing to buyers who are concerned about acquiring a business with clean legal standing.

6. Verifies Transferability of IP

• An audit helps verify that your intellectual property is easily transferable to the new owner. Some IP, particularly patents or licenses, may come with conditions or limitations on transferability.

• Ensuring that all IP assets can be transferred without complications or restrictions is crucial for a smooth sale process. It reassures buyers that they will gain full control over the IP after the acquisition.

7. Provides Clarity on Licensing Agreements

• If your business is involved in licensing agreements—either licensing IP to others or using licensed IP—it’s essential to review these agreements to ensure compliance and proper documentation.

• Buyers need to understand the terms of any existing licenses, including whether they can be transferred or renegotiated. An IP audit clarifies these details and ensures that licensing arrangements won’t complicate the sale or decrease the value of the business.

8. Enhances Buyer Confidence

• A thorough IP audit sends a solid message to potential buyers that your business is professionally managed and its IP assets are well-documented, protected, and ready for transfer.

• Buyers are more likely to proceed with a deal if they fully see the business’s intellectual property assets, reducing uncertainty and legal risks. It can also help avoid last-minute delays or negotiations regarding IP ownership.

9. Increases Negotiating Power and Business Valuation

• Conducting an IP audit can highlight the strength and uniqueness of your intellectual property portfolio, which can become a powerful negotiating tool during the sale process.

• Buyers may be willing to pay a premium for businesses with solid IP assets that offer competitive advantages, such as exclusive technology, brand recognition, or proprietary processes. Demonstrating the total value of your IP can lead to a better sale price.

10. Prepares for Buyer’s Due Diligence

• Buyers will conduct due diligence to assess the intellectual property as part of the sale process. If your IP assets are disorganized or improperly protected, it can lead to delays, renegotiation, or even the deal's collapse.

• Conducting an IP audit beforehand allows you to anticipate buyer questions, organize all necessary documentation, and resolve any issues, making the due diligence process faster and smoother.

Conclusion

An intellectual property audit is a vital step when preparing to sell your business. It ensures your IP is properly identified, protected, and valued. It helps mitigate legal risks, strengthens your negotiating position, increases buyer confidence, and enhances the overall valuation of your business. Conducting a thorough IP audit ensures a smoother sale process and maximizes the return on your intellectual property assets.

Listen to the “Do You Have A Rembrandt In Your Business Attic? Ft. Erin Austin” episode of the ExitReadiness® PODCAST.

You can also get a FREE Exit Assessment HERE.

Challenges Faced in Moving from Founder Mode to Manager Mode

Transitioning from founder mode to manager mode presents several challenges for small business owners as they plan for their eventual exit. Different leadership styles and approaches will be required as the business grows and moves from the start-up phase to a more mature stage. Here are some key challenges associated with this transition:

1. Letting Go of Control

• Challenge: Founders are used to being involved in every aspect of the business, from strategy to daily operations. Letting go of control and delegating responsibilities can be difficult, as they may feel no one else understands the business as well as they do.

• Impact: The reluctance to delegate can lead to micromanagement, slowing decision-making and growth. It can also create bottlenecks, as the founder becomes overwhelmed with too many tasks.

2. Shifting from Visionary to Operational Focus

• Challenge: Founders typically excel in setting a vision, driving innovation, and taking risks. However, manager mode requires focusing more on operations, process optimization, and day-to-day execution, which may be less exciting for visionaries.

• Impact: Founders may struggle to pay attention to detail, follow structured processes, or deal with routine tasks, which are crucial to managing a growing company. This shift from creativity to structured management can be frustrating.

3. Building and Leading a Structured Team

• Challenge: In founder mode, the team is often small, agile, and close-knit. As the company grows, roles must be formalized, a leadership team must be built, and clear organizational structures must be implemented.

• Impact: Founders may find it challenging to hire the right people for specialized roles, trust them to lead, and give up the hands-on approach. Moving from managing a few people to leading a large team with hierarchies requires different communication and leadership skills.

4. Process and System Implementation

• Challenge: Startups often thrive on flexibility and improvisation, with founders and employees solving problems as they arise. Creating consistent processes, implementing systems, and formalizing workflows in manager mode are necessary for scalability.

• Impact: Founders may resist implementing formal processes, viewing them as bureaucracy or fearing they will stifle creativity and agility. However, the company can experience inefficiencies, errors, and miscommunication without systems.

5. Balancing Innovation with Efficiency

• Challenge: In the early stages, the focus is often on experimentation and rapid growth. However, as the business matures, the emphasis shifts to sustaining and improving existing operations, which can slow down innovation.

• Impact: Founders may feel restricted by the need for stability and consistency, leading to frustration or the fear that the company is losing its edge. They must learn how to innovate within a more structured environment and balance exploration with exploitation of existing resources.

6. Changing Decision-Making Approach

• Challenge: Founders are often comfortable making fast, instinct-driven decisions, especially in a startup’s early, chaotic phase. However, manager mode requires a more data-driven, systematic approach to decision-making, with input from multiple stakeholders.

• Impact: This change in pace can be frustrating, as it may feel slow or bureaucratic. Founders may also find adjusting to consensus-building and decision-making processes involving multiple teams or departments difficult.

7. Evolving Leadership Style

• Challenge: In the startup phase, founders often lead by example, working alongside their small team and wearing many hats. In manager mode, leadership requires more delegation, coaching, and empowering others to make decisions.

• Impact: Founders may struggle to evolve from a hands-on leader to a coach and mentor. Some may find it difficult to trust others to lead parts of the business they once controlled, or they may lack experience managing at scale.

8. Cultural Shifts

• Challenge: As a company grows, its culture evolves. A startup's casual, entrepreneurial culture may give way to a more formal environment with policies, procedures, and defined roles.

• Impact: Founders may struggle to preserve the original culture while adapting to the needs of a larger, more structured organization. If this transition is not managed carefully, it could alienate early employees or create cultural friction.

9. Increased Accountability and Reporting

• Challenge: As a business scales, there is a greater need for accountability, both internally (to employees and managers) and externally (to investors, customers, and regulators). Regular reporting, budgeting, and performance tracking become critical.

• Impact: Founders may find these new demands tedious or at odds with their entrepreneurial spirit. Learning to appreciate and manage financial statements, compliance, and performance metrics is essential but often feels like a departure from the freedom they once had.

10. Adapting to a Slower Growth Rate

• Challenge: Growth can be rapid and exhilarating in the startup phase. However, as the business matures, growth typically slows, and the focus shifts from rapid expansion to sustainable profitability and market share maintenance.

• Impact: Founders may struggle with the psychological shift from chasing hyper-growth to being content with incremental improvements. This can lead to dissatisfaction or impatience, as they may feel the business has plateaued.

11. Navigating Investor or Board Expectations

• Challenge: In manager mode, founders often have to deal with external stakeholders like investors or a board of directors who expect regular updates, transparency, and a focus on profitability and governance.

• Impact: Founders may feel constrained by these expectations and struggle with the shift from independent decision-making to being accountable to others. The pressure to meet financial targets and adhere to corporate governance can be overwhelming.

12. Emotional and Psychological Shift

• Challenge: Moving from founder mode to manager mode often requires founders to redefine their role within the company, which can lead to an identity crisis. They may feel like they are no longer driving the company’s direction or being pushed out of what they built.

• Impact: This emotional transition can result in burnout, loss of motivation, or frustration. It can also cause tension between the founder and other managers or team members, especially if the founder resists stepping back.

How to Overcome These Challenges:

• Hire Experienced Managers: Bringing in professional managers with expertise in operations, finance, and HR can help bridge the gap between founder and manager modes.

• Delegate and Trust: Learning to delegate and trust the team is essential. Founders should focus on empowering others to take ownership of critical areas.

• Focus on the Big Picture: As the company matures, founders should focus on long-term strategy for growth and exit, vision, and leadership while letting managers handle day-to-day operations.

• Develop a New Leadership Style: Founders must evolve from hands-on involvement to coaching, mentoring, and strategic guidance.

• Accept the Need for Structure: Embrace the importance of processes, systems, and data-driven decision-making to ensure long-term sustainability and growth.

This transition can be difficult, but successful navigation allows the founder to play a pivotal role in scaling the business while adapting to the new challenges and opportunities that come with a more mature company.

We can help you overcome these founder challenges, strengthen your management team, and train and equip your successor(s). Contact us today for an exploratory conversation at email@ennislp.com or 301-859-0860.

"I'm Ready to Sell and Exit!" Really???

"I'm ready to sell and exit!" — a small business owner can arrive at that point in their thinking and emotions quickly and for many good reasons. Common reasons include retirement, health issues, a desire to do something else (e.g., travel with a spouse), or simply being burned out and tired of owning a business.

So, the business owner reaches out to a Business Broker to sell their business, but they may face some harsh realities. Even though they are "ready to sell," the Business Broker informs them that their business isn't ready to be sold as is, at least not for the $$$$ they need to get out of it. They learn that even though they have realized an excellent standard of living by doing "what seemed good" along the way, they've created a "lifestyle business" rather than building a business that would be of value to a viable buyer. It could take the Business Broker years to get interested buyers and close a sale that doesn't come close to seller expectations, wants, or needs.

Following are a few common characteristics of a lifestyle business that are not attractive to a viable buyer:

1. Dependence on the Owner:

   • The business relies heavily on the owner's skills, knowledge, and relationships, making it challenging to transfer smoothly to a new owner.

   • The owner is often involved in day-to-day operations, which can create a risk if the owner leaves.

2. Lack of Scalability:

   • The business may have limited growth potential and is designed to support the owner's lifestyle rather than expansion.

   • It may not have systems or processes to scale up operations quickly.

3. Limited Market Presence:

   • The business may serve a niche market with limited customer base, which can be unattractive to buyers looking for broader market appeal.

   • Often, it lacks strong brand recognition or market penetration.

4. Financial Stability:

   • Revenue and profits might need to be more consistent, often fluctuating based on the owner's efforts and involvement.

   • Limited reinvestment into the business for growth may lead to outdated equipment or technology.

5. Employee Structure:

   • The business might have a small team with limited delegation of responsibilities, which could lead to potential operational challenges during the transition.

   • Employees may have loyalty primarily to the owner rather than the business itself.

6. Documentation and Processes:

   • Poor documentation of business processes, customer lists, and operational procedures makes it difficult for a new owner to understand and run the business.

   • Often needs formalized business plans or strategic direction.

7. Customer Base:

   • Customer relationships may be informal and personal, heavily tied to the owner.

   • Often, a small, local customer base with limited long-term contracts or recurring revenue streams.

8. Financial Records:

   • Financial records may need to be better maintained or in a standard format, complicating due diligence for potential buyers.

   • Often needs audited financial statements or comprehensive financial reports.

9. Strategic Planning:

   • Business decisions may be based on the owner's preferences rather than market opportunities or strategic growth plans.

   • Often, it needs a long-term vision or strategic roadmap for future growth.

The story's moral is this: if you intend to HAVE AND EXIT WITH A LIFESTYLE BUSINESS, the characteristics above can be acceptable, especially if you've met your financial goals outside the business. That can be an effective exit plan if it is indeed planned. But you shouldn't expect to say, "I'm ready to exit!" and simultaneously wish to be in a position to sell your business as a business intentionally built to sell for value. A company built to sell takes years and should begin when it's launched.

If you’re in a situation where you have a lifestyle business, but need to have a business built to sell in order to exit successfully, we can help if you’re willing to invest time and finances in making it happen. Contact us at email@ennislp.com for an exploratory conversation.

You can also get a FREE Exit Assessment HERE.

"I want to sell my business in the next 1-2 years..."

Many baby boomer business owners are thinking they "are ready" to leave their business in next 1-2 years and begin their retirement or third act in life.  With the economy growing and the number of investors seeking quality businesses to buy, many are thinking it could be an opportunity to "sell high" and accomplish their financial goals.

If indeed there is a desire is to sell within 2 years, and minimal or no exit planning and pre-sale due diligence has been achieved to this point, following are a number of the key planning issues that should be addressed in the first 60 days:

• Establish owner-based exit goals (desired buyer, sale-price, values-based goals, etc.) and do whatever possible to prepare for life after the sale. Survey data indicates most business owners are not happy in life two years after the sale of their business.

• Select a transaction intermediary (Investment Banker or Business Broker).

• Get an estimate of business marketability and value.

• Begin tax planning and pre-sale due diligence.

• Assess and, if possible, enhance business value drivers.

• Take steps to protect the value of the business during transfer (i.e., employee incentive plans/stay bonus).

• Select the remaining needed members of your Deal Team (i.e., CPA, M&A Attorney).

• Review your estate plan and business continuity arrangements.

• Make decisions pertaining to a plan for communicating your plans to employees.

This is not an exhaustive list and only represents what should happen in the first 60 days.  There is much more to do throughout the 2-year period to give yourself the best chance at a successful exit.  So, an immediate priority should be the selection of a trained and experienced Exit Planner to assist with the management of the exit planning project.  Typically someone is going to engage a knowledgeable project manager or general contractor to manage the process for building their "dream house".  In selling a business, there is much more at stake than building a dream house.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

Are You an Active or Passive Investor....In Your Company?

I am a Passive Investor in the stock market – I use the “park it and forget it” approach.  Active investing seeks to outperform the market and requires paying constant attention to the market,  in order to buy and sell specific securities at just the right time to maximize your gain.

Every business owner benefits from the income they receive from their business, however, the business is not viewed as an asset.  Yet, for most business owners,  the most significant asset in their portfolio is their business and often plays an important role in the owner’s ability to retire.  The ability to sell the business for a good price is critical.  Unfortunately, many owners adopt the passive approach to increasing the value of that asset, and are left disappointed when the time comes to “cash in”. 

Here’s what can happen….. You start a business and learn to deliver excellent products or services to your clients at a good profit.  As your business grows, you do more of the same and your income increases.  You have succeeded!  Before long, you are at the hub of a bustling, successful business and enjoying the fruits of your labor.

However, you may have built income at the expense of building the asset.  When the time comes to sell/transfer that business, it may have minimal value – because you’ve been a passive investor – you’ve worked in the business, but not on it.  So, you may rightly ask, “What does an active investor look like?”. 

First, let’s talk about mindset – an active investor sets a goal /target for a future transaction and proactively works to hit those targets.  Likewise, active business owners must envision a desired future and act to hit that target.  It is an on-going process of assessing where you are, setting new goals and  taking steps to hit those goals.

Next, we need to understand value and what drives it  - then invest.  Here are some simple questions/steps to make the change:

1.     Assess your current value - what is your business worth?  Is it sellable?  How would the market view your business?  Get a professional 3rd party opinion.

2.     Assess your role - Is the business dependent on you?  Do you run the say-to-day operations or do you have a team that can run the business without you?  Start building a team one step at a time, and plan to delegate.

3.     Improve cash flow - Is your business profitable?  Do you invest back into the business? Do you seek to improve your cash flow?   Assess your current performance and identify areas for growth.

4.     Plan for growth - Do you have a plan for growth?  How could you expand your business? Understand your market.  Set a 5 year goal that is possible and make a plan to get there.

5.     Diligently Manage your business – do you have access to all the information needed to run your business?  Do you routinely (monthly at a minimum) assess budget vs actual performance, and make adjustments?

Rinse and repeat – It is rare to win the “Business Lotto” where you succeed overnight.  Growing busines value is a slow and steady process that requires purposeful, routine repetition of the above steps.  Each situation is different and your time is limited, but the simple steps over time will yield benefits.  An annual “state of the company” assessment, quarterly goal setting/revision, and monthly management reviews will develop a manageable “more active” approach.

The fact is many businesses are not sellable – but those that take the “active approach” will walk toward the exit with “eyes wide open” and maximize the probability of a successful sale. 

Invest 15 minutes and take our exit readiness questionnaire. We do not ask for confidential information and you will receive a 12-page report scoring you in four key planning areas.

Trust the Process of System Documentation

In business, one key aspect often separates successful ventures from those that struggle to thrive: systems documentation. It's the roadmap, the blueprint outlining how a business operates, from its day-to-day processes to long-term strategies. In a recent ExitReadiness® PODCAST episode with guest Jason Henderberg, we discussed how meticulous system documentation can significantly enhance a business's value, ultimately paving the way for a higher sales multiple.

With over 30 years of experience, Jason has witnessed firsthand the transformative power of systematizing business operations. His advice? "Trust the process."

During our conversation, he emphasized the importance of documenting systems comprehensively and likened it to crafting a playbook encapsulating every facet of your business, from customer interactions to backend processes. This documentation serves as a tangible asset, offering prospective buyers a transparent view of how the company functions efficiently and profitably.

But why does this matter? It's all about perception and value. Businesses with well-documented systems exude reliability and scalability, qualities that are immensely appealing to potential investors or buyers. When every operation is meticulously outlined, it instills confidence in a prospective buyer and mitigates risk, two factors that can significantly impact the valuation of a business.

Moreover, Jason highlighted the operational efficiencies that stem from system documentation. By streamlining processes and clearly defining roles and responsibilities, businesses can operate more smoothly, increasing productivity and profitability. This, in turn, enhances the industry's attractiveness to potential buyers who seek revenue streams and sustainable and scalable operations. He also pointed out that system documentation is not a one-time task but an ongoing endeavor. As businesses evolve, so too must their systems. Regular updates and refinements ensure that the playbook remains relevant and reflective of the current state of the company. It's a continuous improvement journey that pays dividends in the long run.

But how does one go about documenting systems effectively? It starts with a systematic approach. Strategically identify critical processes within your business and break them down into manageable steps. Document each step meticulously, leaving no room for ambiguity. Visual aids such as screen recordings or diagrams enhance clarity and comprehension. He also emphasized the importance of involving key stakeholders in the documentation process. Who better to provide insights into day-to-day operations than the individuals directly involved? By soliciting employee input at all levels, businesses can ensure that their systems documentation accurately reflects reality while fostering a sense of ownership and employee engagement.

In essence, Jason advises to "Trust the process of system documentation." It's not just a mundane task; it's an investment in the future value of your business. The sooner you start developing a company-wide culture of following best practices, the sooner you will have a safety net in case you need to sell your business during an emergency. So, roll up your sleeves and get to work following his proven methods. The value of your business depends on it.

Do I Need an Investment Banker or a Business Broker?

Suppose you have decided through planning and analysis that the ideal exit route for you is a sale to a third-party buyer. In that case, a skilled and experienced transaction intermediary will play a key role on your advisor team. Typically clients will have questions regarding the differences between business brokers and investment bankers and which would be best for their situation. Following are some key differences:

Role and Function:

• Investment Banker:

  • Investment bankers typically work for financial institutions and advisory firms. They provide clients with comprehensive financial and strategic advisory services, including mergers and acquisitions (M&A) advice.

  • They focus on more complex transactions, often involving larger companies and higher deal values.

  • Investment bankers help clients raise capital through various means, such as initial public offerings (IPOs), private placements, and debt offerings.

  • They provide strategic advice, financial analysis, valuation, negotiation, and deal structuring services to optimize the transaction's outcome.

• Business Broker:

  • Business brokers are intermediaries who assist in selling small to mid-sized businesses, usually privately owned or family-owned.

  • They primarily focus on facilitating the sale of existing businesses, often in the form of asset sales or stock sales.

  • Business brokers typically deal with businesses with lower market capitalizations and deal sizes.

  • They connect buyers and sellers, assist with business valuations, marketing, and negotiations, and help manage the transaction process.

Clientele:

• Investment Banker:

  • Investment bankers work with giant corporations, institutional investors, and high-net-worth individuals.

  • They are retained by companies seeking to engage in complex M&A deals, capital-raising activities, or strategic financial advice.

• Business Broker:

  • Business brokers work with small and mid-sized business owners who want to sell their businesses.

  • They also work with individuals or investors looking to purchase existing businesses.

Expertise and Services:

• Investment Banker:

  • Investment bankers have deep financial expertise and provide various services, including financial modeling, due diligence, legal and regulatory compliance, and market research.

  • They often have industry-specific knowledge and relationships with potential buyers or investors.

• Business Broker:

  • Business brokers focus on marketing and selling businesses and typically have a strong understanding of the local market.

  • They assist with business valuation, preparing businesses for sale, and handling negotiations. Still, their services may not be as comprehensive as investment bankers.

Compensation:

• Investment Banker:

  • Investment bankers typically charge fees based on a percentage of the transaction value (e.g., success fees). They may also receive retainer fees for their advisory services.

• Business Broker:

  • Business brokers often earn commissions based on the sale price of the business. The commission percentage can vary depending on the size and complexity of the transaction.

In summary, investment bankers and business brokers serve different market segments and offer distinct services. Investment bankers focus more on complex financial transactions for larger companies. At the same time, business brokers specialize in helping small and mid-sized businesses change ownership. The choice between the two depends on the specific needs and goals of the parties involved in the transaction.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

What Do I Need To Do Now If I Want To Exit My Business In 3 Years?

If you plan to exit your business in three years and you’ve yet to begin preparing, the following are some suggested steps you can take to prepare for a successful transition:

• Assess Business Exit Readiness: Conduct a comprehensive assessment of your business to understand its current strengths, weaknesses, and areas for improvement. Review financial statements, operational processes, customer base, market position, and competitive landscape. Identify any areas that need attention or strategic adjustments to enhance the value and marketability of your business.

• Review your Personal Financial Plan: Create a plan that aligns with your exit timeline while considering your personal financial goals, desired sale price, and potential tax implications. Work with a financial advisor to determine the financial targets you must achieve before exiting the business and develop a strategy to maximize your business's value within the given timeframe.

• Strengthen Management and Key Employees: Identify and develop a strong management team capable of running the business in your absence. Invest in training and mentoring key employees to ensure they possess the necessary skills and knowledge to assume leadership roles.  

• Streamline Operations and Systems: Streamline operational processes and systems to increase efficiency, reduce costs, and improve overall performance. Identify areas where automation or technology upgrades can enhance productivity. Implement standard operating procedures and documentation to ensure continuity and ease the transition for a new owner or management team.

• Diversify and Expand Customer Base: Reduce dependency on a small number of key customers and diversify your customer base. Develop strategies to attract new customers and strengthen existing relationships. Focus on customer retention and satisfaction to enhance the perceived value of your business to potential buyers.

• Protect Intellectual Property and Assets: Review and protect your intellectual property rights, including trademarks, copyrights, patents, and trade secrets. Ensure that contracts and agreements with employees, suppliers, and business partners include appropriate confidentiality and non-compete clauses. Safeguard physical assets like property, equipment, and inventory to maintain value and appeal to buyers.

• Seek Expert Advice: Seek advice from professionals experienced in business exits and transactions, such as exit planners, attorneys, accountants, and investment bankers. They can guide you through the process and provide valuable insights to maximize the value of your business.

• Document and Organize Business Information: Organize and document critical business information, including financial records, contracts, licenses, permits, legal documents, and operational procedures. Ensure that all records are up-to-date, accurate, and easily accessible. This will facilitate the due diligence process and instill confidence in potential buyers.

• Prepare an Exit Strategy: Work with your advisors to develop a comprehensive exit strategy tailored to your goals and circumstances. Determine the most appropriate exit option for you, whether selling to a third party, passing the business to a family member or key employee, or pursuing a merger or acquisition. Outline the steps and timeline for executing your chosen exit strategy.

Remember, planning for a business exit takes time and careful consideration. By starting early and taking proactive steps, you increase your chances of achieving a successful transition and maximizing the value of your business. Regularly revisit and update your plan as you approach the exit date to ensure it remains aligned with your goals and the market conditions.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

What is a Certified Business Valuation and When Do I Need One?

A Certified Business Valuation is a comprehensive assessment conducted by a qualified professional to determine the fair market value of a business. It involves a systematic analysis of various factors such as financial statements, industry trends, market conditions, company assets, intellectual property, customer base, and other relevant aspects to estimate the worth of a business.

You may need a Certified Business Valuation in several situations, including:

• Selling or Buying a Business: When you're involved in a business sale or acquisition, a valuation helps determine a fair asking price or offer, ensuring both parties understand the business's value.

• Obtaining Financing: When seeking a loan or financing for your business, lenders often require a valuation to assess the value of the company and its ability to generate cash flow to repay the loan.

• Partnership Dissolution: If you're part of a dissolving business partnership, a valuation is essential to determine the fair value of each partner's share and facilitate a smooth division of assets.

• Estate Planning: Business valuations are necessary when planning for estate taxes or distributing business assets as part of an inheritance. A valuation helps establish the value of the business for tax purposes and ensures a fair distribution among beneficiaries.

• Shareholder Disputes: In case of disagreements among shareholders, a valuation can be conducted to determine the value of shares or ownership interests, aiding in resolving disputes or facilitating a buyout.

• Financial Reporting: Valuations may be required for financial reporting purposes, such as complying with accounting standards or fulfilling regulatory requirements.

• Litigation or Dispute Resolution: During legal proceedings like divorce settlements, bankruptcy, or insurance claims, a certified valuation can provide an objective assessment of the business's value, serving as evidence in court.

It's important to note that the specific circumstances and requirements for a Certified Business Valuation may vary based on jurisdiction and the purpose for which it is being conducted. Consulting with a qualified business valuator or professional accountant can help you determine when and how to obtain a valuation tailored to your needs.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

What Should I Know About a Letter of Intent (LOI) When Selling My Business?

A Letter of Intent (LOI) is a document used when selling a business to outline the preliminary terms and conditions of the proposed transaction. While the specific content of an LOI can vary, here are some key points to consider:

• Purpose: The LOI serves as a non-binding agreement between the buyer and seller, expressing their intention to proceed with negotiations and due diligence toward a potential sale. It sets the stage for further discussions and acts as a starting point for the formal agreement.

• Non-Binding Nature: Typically, an LOI is non-binding, meaning it does not legally obligate either party to proceed with the sale. It serves as a negotiation roadmap and establishes the basic terms and conditions to guide the transaction.

• Key Elements: An LOI generally includes essential information such as the purchase price or valuation methodology, proposed deal structure (e.g., stock purchase or asset purchase), payment terms, conditions precedent (e.g., due diligence and satisfactory financing), exclusivity period, and confidentiality provisions.

• Confidentiality: It is common for an LOI to include a confidentiality clause to protect sensitive business information disclosed during the negotiation process. This ensures that both parties maintain confidentiality and do not disclose or misuse proprietary or confidential information.

• Due Diligence: The LOI may outline the timeframe and scope of the due diligence process, allowing the buyer to conduct a thorough examination of the business's financial, operational, and legal aspects. It may specify the buyer's access to records, the need for independent audits or other investigations to validate the information provided by the seller.

• Exclusivity and Good Faith: The LOI may include a provision granting the buyer exclusivity for a specified period, during which the seller agrees not to negotiate with other potential buyers actively. Additionally, both parties typically agree to negotiate in good faith and proceed diligently with the transaction.

• Conditions and Termination: The LOI may specify certain conditions precedent that must be met for the transaction to proceed. These conditions may include regulatory approvals, third-party consents, or the successful completion of due diligence. The LOI should also clarify the circumstances under which either party can terminate the agreement.

• Legal Counsel: Both parties should seek legal counsel before signing an LOI. While an LOI is usually non-binding, it is still a significant document that can impact the negotiation process and subsequent sale agreement. Consulting with an attorney experienced in business transactions can help protect your interests.

Remember that an LOI is a preliminary document and should be followed by the negotiation and drafting of a formal Purchase Agreement, which will provide the binding terms and conditions for the sale.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

What Should I Expect in a Due Diligence Process When Selling My Business?

When selling a business, the buyer typically conducts a due diligence process to gather and evaluate relevant information about the business. Due diligence aims to assess the business's risks, opportunities, and value before finalizing the transaction. While the specific scope and depth of due diligence can vary, here are some common areas that may be examined:

• Financial Due Diligence: This involves thoroughly reviewing the business's financial statements, tax returns, and accounting records. It includes analyzing revenue and expense trends, assessing the quality of earnings, identifying any potential financial risks or liabilities, and verifying the accuracy of financial information.

• Legal: Legal due diligence aims to identify any legal issues or risks associated with the business. It involves reviewing contracts, leases, licenses, permits, litigation history, intellectual property rights, employee agreements, and other legal documents relevant to the business. The goal is to ensure the business complies with applicable laws and regulations and assess potential legal liabilities.

• Operational: This focuses on evaluating the operational aspects of the business. It may involve assessing the efficiency of business processes, analyzing supply chain management, reviewing inventory and production systems, evaluating customer contracts and relationships, and examining the overall operational infrastructure of the business.

• Human Resources: Human resources due diligence involves reviewing employee-related matters, such as employment contracts, organizational structure, key employee roles and responsibilities, compensation and benefits, labor agreements, and any potential legal issues related to employees. The buyer may also assess the culture and employee morale to ensure a smooth transition.

• Customer and Market: This entails analyzing the business's customer base, sales pipeline, market trends, competitive landscape, and marketing strategies. The buyer may seek to understand the business's market positioning, growth potential, customer satisfaction levels, and any risks associated with customer concentration or changing market dynamics.

• IT and Technology: With increasing reliance on technology, due diligence may involve evaluating the IT infrastructure, software systems, cybersecurity measures, data privacy compliance, and intellectual property related to technology. This assessment ensures that the business's IT assets are secure, reliable, and capable of supporting future growth.

• Environmental and Regulatory: Depending on the nature of the business, environmental and regulatory factors may be assessed to identify any compliance issues or potential liabilities. This may include reviewing permits, environmental impact assessments, hazardous material handling, and compliance with relevant regulations.

• Other Areas: Depending on the specific industry or nature of the business, additional areas of due diligence may be conducted. For example, a property appraisal or environmental assessment may be conducted if the business has significant real estate holdings. Intellectual property due diligence may be necessary for businesses heavily reliant on patents, trademarks, or copyrights.

The due diligence process can be time-consuming and may require the involvement of various professionals, such as accountants, lawyers, industry experts, and consultants. It's essential to be prepared and organized, providing the necessary documentation and access to the information requested by the buyer. Engaging experienced advisors can help you navigate the due diligence process effectively and ensure a smoother transaction.

Contact us at email@ennislp.com for a free Due Diligence Checklist.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

A Growth Plan Helps To Maximize Your Business Sale Price

Every sale of a business requires negotiation.  The buyer is purchasing the future potential of the company and is aware that they can only learn so much in a due diligence process.  The seller’s strong management team, documented procedures, and portfolio of recurring revenue clients, and other value drivers will move a buyer forward. And, if a seller wants to further strengthen their story at the negotiation table they will be prepared with a documented strategic plan for future growth.

What’s in a Growth Plan?

An effective growth plan is far more than numbers on a spreadsheet.  It addresses these key questions:

• What will our revenues be in the next three to five years?

• Who will our clients be, and what new markets will we pursue?

• What services will we continue to sell, discontinue?  What new services will we offer?

• What is the profitability of those products?

• What resources are required to accomplish our goals?

• Who will be responsible for each element of the plan?

The Effect of a Proven Growth Plan…

Demonstrating that the management team not only exists but can perform.

• The position of the company in the market is clearly understood.

• The projected cash flows are credible.

• Enables a higher starting point for negotiation.

This last benefit is perhaps most significant.  As we all know, the value of a company is a function of Cash Flow/EBITDA,  and this is the starting point for negotiation. 

Now consider two companies…

Both Company A and Company B have a $ 2M EBITDA and a multiplier of 5x.  The value = $10M.

Both companies say they plan to grow to $4M EBITDA in the next 5 years.  However, Company A has no track record, but Company B has demonstrated growth plans.  And they have defined this growth plan as thoroughly as they have in past years. 

While Company A has little basis to start over $10M ($2Mx5), Company B may have a credible basis to start negotiations at $20M valuation ($4Mx5). In a competitive market, developing and executing on growth planning will position your company to maximize its value at sale.   

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

What Role Will You Be Willing To Play Post-Sale?

A key element for an exiting successfully on your own terms and conditions is realizing the role(s) that you’re willing to play post-sale or transfer.

John sold to a strategic buyer and an earn-out with John working as an employee for 3 years as part of the deal. He had not planned in a way to avoid this, and after 2 years decided to forfeit the balance of his payout and leave because he was finding it too difficult to work for the new management.

Due to the small size of her business, Susan’s only option for a third-party sale was someone interested in “buying a job”. Susan did the deal and was forced to self-finance the deal and be a lender. After three years into the deal, the new owner was no longer able to make loan payments due to the weak performance of the business.

Bob planned for and was able to sell a majority stake in his business (that had very strong revenue, cash flow, and growth potential) to a financial buyer. In creating and implementing his comprehensive exit plan, Bob had decided he would be willing to be a partner in order to have a chance at “a second bite of the apple” years later.

In completing her sale to a key employee group, Sarah was willing to continue involvement as a consultant and her agreement is for 3 years.

It’s important to understand these roles and decide which of them you’d be willing to assume when selling or transferring your business. Each role is common to transactions of small businesses and at times unavoidable. However, with the right long-term planning, you might be able to avoid a role or roles you’d rather not play. For example, if you have built a business with significant revenue, a proven next-level management team, and a credible plan for future growth, you may avoid an earn-out. So, understand what roles you would be willing to play, and get started today planning for your exit because the more time you have the greater chance you will be in control when you leave.

Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

Focus On Net Proceeds And Not Just Sale Price When Selling Your Business

John was excited as “today is the day!” Twenty-five years ago this month he had started his home remodeling business with a truck and a tool belt, and today at 3pm he was going to the deal table to sell his business to a much larger remodeling company. It would be a strategic purchase for the buyer who was willing to pay a premium with a goal of expansion in the region. With the check received today, John knew he could now do everything he and Kim had thought about doing for years — travel, more time with the family and for hobby’s and other interests they both enjoyed.

The amount received actually exceeded John’s “number”, and hence, he and Kim spontaneously pulled together a celebration dinner with family and a few close friends at their favorite restaurant. John had done a great job through the years building a “sellable business” focusing on a strong management team, strong financial performance, a plan for growth, up-to-date systems and processes and other value drivers which and now he was reaping the rewards. There was indeed much to celebrate!

Fast forward, six months later: John has come to realize that his number needed to be quite a bit larger than what he had originally calculated. In whatever way he had performed his calculations, he failed to consider to the extent needed, or at all, the following important factors in the equation:

• Of the $10 million in proceeds, he was going to net approximately $6 million after these charges/expenses:

  • Transaction and professional fees.

  • An asset sale was negotiated and there was income tax on some asset depreciation recapture.

  • $1 million in business debt needed to be repaid.

  • Capital gains and affordable care act taxes.

  • Miscellaneous expenses including “stay bonuses” for two key employees.

John was in a small percentage of small business owners who have built a sellable business and actually sold it for their “number”. For that, he is to be commended and congratulated. At the same time, John was now experiencing much regret and was actually concerned about his financial ability to do everything he and Kim had planned on. What could have John done differently when planning for this most significant event? Worked with his exit, financial, transaction, and tax advisors well in advance of the sale in calculating the real number… net sale proceeds…and whether or not he and Kim could do all they wanted with that number.

If you need help contact us at 301-859-0860 or email@ennislp.com. Invest 12-15 minutes in the FREE ExitMap® Assessment and get a 12-page report scoring you in four key exit planning areas: Finance, Planning, Revenue/Profit, and Operations.

Deal Momentum, Deal Fatigue, and Pre-Sale Diligence

With the help of her Exit Planning Advisor, Betty has decided that a sale to a third-party buyer would best accomplish all of her goals (financial; values-based; legacy).

The process of quantifying her business and personal resources, with a financial gap analysis, has been helpful to Betty in determining her departure date in six years. She now knows the current fair market value of her business, and how much it will need to increase in value for the attainment of her financial objectives at sale in six years.

Betty now also understands (again with the help of her Exit Planning Advisor) the importance of maintaining “deal momentum” when she eventually enters into a sale transaction.

Betty now knows that all too often “deal fatigue” sets in and damages or destroys deal momentum experienced early in the process. She also understands that deal fatigue is typically the result of a difficult and lengthy due diligence process. Due diligence is defined as the process by which the buyer requests documents, data, and other information pertaining to the business they want to review to identify any potential liabilities or hindrances to a deal getting done. The process of due diligence involves setting up a digital “Data Room” where all requested information is deposited for review.

A key component of Betty’s comprehensive plan for exit is to do everything possible to ensure deal momentum and avoid deal fatigue when the time comes.

Betty also wants to be prepared if a serious and qualified buyer comes calling earlier than her six-year time frame. So, with the assistance of her Exit Planning Advisor, she is going to conduct “Pre-Sale Diligence” systematically over the next 12 months, including the set-up of a virtual data room which she will regularly review and update as needed. This preemptive approach will significantly increase her chances of deal momentum and a smooth transaction experience.

At that point in the future, when Betty’s either approached by a potential buyer or when she takes her business to market, having conducted Pre-Sale Diligence, she will be better prepared, more confident, and less stressed and anxious — all of which lend toward sustaining deal momentum and a successful transaction.

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Contact us if you would like assistance with Pre-Sale Diligence | email@ennislp.com | 301-943-8203

Complete our FREE ExitMap® Assessment and get a 12-page report scoring you in four key planning areas: Finance, Planning, Profit/Revenue, and Operations. It will take about 15 minutes and we do not ask for confidential information.

What's an "Earnout"?

The term “earnout” is often mentioned by an advisor or business owner when describing the terms of a business sale. If an owner has as part of their deal an earn-out, they have been asked by the buyer of their business to stay on for a specified period of time in a senior leadership role within your acquirer’s company. In this role, they will be charged with achieving a set of goals in the future (i.e., revenue or profitability goals) in return for additional compensation for their business. This approach is used when the successful operation of the business being bought is dependent on its owner, and/or the buyer needs to bridge the gap between what they are willing to pay for the business and the amount of money the owner wants for the business.

Earnout terms average somewhere between two and three years in length and are very common in service businesses. The assigned earn-out goals are often linked to revenue and profit, the retention of specific accounts or customers, or any other metric that the buyer considers important and the seller is willing to agree to.

Earnouts at times can work extremely well for both parties. At the same time, all too often it doesn’t work out with the selling owner leaving prior to receiving their earnout. A common reason for an owner leaving early would be the fact that they are now an employee of the company they have invested years in building, and that can be a very difficult adjustment.

We talk a lot about planning to exit “on your own terms and conditions”. Leaving on your own terms and conditions might look like not being forced into an earnout when you sell. If you begin planning your exit well in advance, you can think through what roles you would be willing to play when you leave (i.e, lender, employee, shareholder), and which roles you wouldn’t be willing to play. For example, if there is just no way in the world you’d ever want to be an employee of the business you’ve built from the ground up, at the time of sale you will need a business which does not depend on you — and building a business like that can require a lot of time.

Take our FREE ExitMap® Assessment and get a 12-page report scoring you in four key planning areas: Finance, Planning, Profit/Revenue, Operations. It will take about 15 minutes and we do not ask for confidential information.

ennislp.com | email@ennislp.com | 301-859-0860