Three Questions to Ask for Growth

This is the time of year when business leaders make resolutions, update strategic plans, and generally take stock of their organization. I’m planning to do a similar assessment, but this year I’m going to look in the mirror.

I’m going to reach out to 15 to 20 people and ask these three questions:

  1. What two things should I continue to do?
  2. What two things should I start doing?
  3. What two things should I stop doing?

I’ll put these questions to several of my team members, some close personal friends, and a few people in my professional circle. And I expect I won’t like all the answers. But I’m going to trust that I will get fair and honest feedback.

Blind Spot Detectors

One of the tenets I’ve always adhered to in business is that ‘you don’t know what you don’t know.’ My goal with this exercise is to help uncover some of those blind spots. What can’t I see?

Most days it feels like I’m driving down the (proverbial) highway at 90 miles an hour. I know I need a better view of what’s around me, so these three questions are going to be my blind spot detectors. The answers just might help me avoid a few scary near-misses and perhaps, even, a company-killing accident.

Fresh Thinking

Researchers tell us that multiple perspectives are the key to innovation. Maybe I’ll uncover some new path we should be taking as an organization. Or just as likely, I’ll get people telling me to stay the course – to give ideas enough time to take root and sprout before I head off to take on the next “big” idea.

In business circles, this feedback tool is generally known as the SSC or SSK (start, stop, continue/keep) process. The exercise can be used in any area of your life, in your role as a business leader, coach, partner, parent, etc. See this Forbes article for more information.

You can use the exercise for company-wide analysis as well, asking employees and customers what the organization should start, stop, and what you should preserve.

Either way, whether we ask the question of ourselves or of our organization, I expect the magic truly comes from how we respond. I’m sure I’ll struggle with some negative feedback. But If we can accept the answers with grace, humility, and perhaps even transparency, we can improve communication and trust.

When I started my business, I created a board of professional advisors who served as my sounding board and helped guide my decisions. Today, I look to my management team and outside consultants for similar insight.

In 2020, I’m going to add fresh voices to the mix. And I’m fully confident that those voices – even the critical ones – will be a pivotal part of my personal and professional growth.

Al Statz can be reached at 707-781-8580 or alstatz@exitstrategiesgroup.com.

Building Value Means Building Leaders

It’s the New Year, that time when many business owners make a fresh resolve to develop their business. For some, that means updating equipment and driving sales. But others will focus on something more personal and possibly more pivotal: developing their leaders.

GF Data shows that a solid management team will increase the valuation multiple. For smaller businesses, the quality of your management team can be an even bigger factor, influencing whether your business sells at all.

Here are five ways to develop your managers and bring out their best:

1.  Coach, Don’t Rescue

A lot of leaders are “rescuers.” We care about our people and we want to see them succeed. But instead of onboarding correctly or coaching, we take over for them every time they have a problem.

Try coaching your team member to a solution. Help them find the courage to voice their own suggestions.

Questions like, “What do you think you should do?” often yield “I don’t know” answers. But a simple reframing can take the pressure off and encourage people to share their own thinking. If you’re trying to get someone past “I don’t know,” try one of these approaches:

“Suppose you did know. What’s a possible answer?”
“What if you knew you couldn’t fail?”
“Who’s the smartest person you know? What do you think they would do?”
Getting people to reframe the answer from someone else’s perspective can take away some of the discomfort we all feel about being wrong. What’s more, it helps them stretch and develop their own capabilities and confidence.

2.  Set a No-Penalty Zone

Create an environment where it’s okay for people to make mistakes. Begin by setting boundaries (wide boundaries, preferably) around decisions and actions they can take on their own. As long as people are acting ethically and in adherence to your corporate values, support the choices they make.

You can always coach people and explain why you would have made a different decision, but don’t impose any negative consequences. It’s better to have a proactive team than people who sit in a state of paralysis waiting for you to sign off on a course of action.

3.  Assess Your Team

Behavioral assessments can go a long way toward employee retention and development. From MBTI to DiSC, Strengths Finder, and others, tools like these can help your team identify their unique gifts and areas for improvement.

Invest in a business psychologist or other professional facilitator to take your team through the assessment. With the right guidance, the results can help improve team dynamics and equip you to be a better coach to each individual on your team.

4.  Give them a Voice

Give people a place at the table. For a long time, I made the vast majority of my business decisions based on what I thought was best for the company. But over the last few years, I’ve gotten better at listening to my internal team.

My management team has helped me challenge my assumptions, develop new initiatives, and most critically for me, stay the course on a promising business plan instead of following my next big idea.

5.  Get Out

We’re working with a husband and wife team who haven’t taken a vacation in five years. That’s not great on many levels. I don’t know if they haven’t developed their people or if the issue is more about an emotional, personal need for control.

If that sounds familiar, start slow. Take a long weekend away. Leave early on Fridays. Build up your ability to step away. As you leave your team in charge, their confidence will grow, and so will yours.

In terms of value, the ideal goal is to work yourself out of the business. Get yourself to a place where you can take extended vacations. Transition your role from working IN the business to working ON the business.

Buyers want businesses with transferable value. That means you need a leadership team that can sustain operations and, better yet, drive growth, without your direct involvement. If the business can’t survive without you, its value declines.

At the end of the day, building out your management team is a critical investment in your business. If it makes your life easier in the process (and it will), that’s just a nice side bonus.

For further information on what buyers look for in a management team, contact Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com.

5 Ways to Make Your Business More Sellable, Right Now

It was time. After 30 years running their small 25-employee company, Frank and Martha were ready to retire to the Oregon Coast. To their surprise, after a 12-month listing with a business broker, there were just a few interested parties and no offers. Instead of enjoying retirement, Frank and Martha are now a year older and no closer to retirement. For them, preparing to sell was an after-thought.

Regretfully, this scenario plays out often. Many small companies aren’t in shape to sell. This post offers tips for building a more marketable company.

5 Ways to Make Your Business More Sellable

  1. Clean up financial reporting. Nothing scares buyers away like poor financial statements and back up data.  If you don’t have the resources to do this work in house, find a CPA or fractional CFO to help with this.
  2. Build a team. Often, businesses are too dependent on the owner(s). If buyers are unsure about a company’s ability to prosper under new leadership, they won’t buy. Buyers want to see a capable and committed management team. Stay bonuses can help.
  3. Diversify the customer base. Companies with a few clients that represent a majority of revenue are tough to sell. Contract manufacturers often have this problem. A business may not survive losing its top client, let alone continue to pay down acquisition debt. A good rule of thumb is to keep top clients below 20% of revenue.
  4. Document, systematize and automate. The more confident buyers are that a business will continue to run smoothly under their watch, the more likely they will buy and the more they will pay. Most companies have opportunities in this area.
  5. Quality of earnings. Buyers and lenders discount or shy away from businesses with declining or uneven earnings. They also don’t want to see deferred capital spending or excessive working capital needs that put a drag on future cash flows.

These are some of the most common recommendations we give to company owner clients. Every business has its own unique levers to pull.

I realize these recommendations are easier said than done. Just know that failing to prepare for a sale can result in no deal, or selling at a substantial discount and not having enough money to enjoy retirement or prolonging retirement for several years.  See my recent post on Why Business Owners Should Prepare to Sell Now.

At Exit Strategies we counsel business owners before taking their businesses to market. After an initial assessment, we sit down with owners to create simple plans to improve sale-readiness and value. When our clients are ready, our senior M&A brokers guide them through the sale process. As a result we have one of the highest success rates in our industry.

*          *          *

Al Statz is the founder and president of Exit Strategies Group, a leading M&A advisory and business valuation firm with offices in California and Portland Oregon. If you are interested in selling your company in the next few years, call Al at 707-781-8580 or Email him.

Corporate Social Responsibility in Mergers and Acquisitions

Like it or not, and irrespective of our personal political ideologies, corporate social responsibility has gained in popularity in the past decade. In this article, we’ll discuss what Corporate Social Responsibility (CSR) is and what it means for private business owners from an exit strategy perspective.

The Four Pillars of CSR

CSR is often thought of as having four pillars: the community, the environment, the marketplace and the workplace.

  1. Community. This pillar refers to the manner in which a company contributes to the greater community. Contributions can range from simply providing good jobs for people in your local community to donating money for a new playground or public art project.
  2. Environment. People around the globe are becoming more environmentally conscious. Increasingly, consumers want to know that the companies that they patronize have sound environmental practices. These practices range from recycling, to using low-emission high-mileage vehicles, to using biodegradable packaging. The more your company can demonstrate how it is protecting the long-term health of our environment, the more customers will be attracted to your product or service.
  3. Marketplace. Proper corporate social responsibility includes adopting fair treatment policies towards suppliers and vendors, contractors and shareholders. It’s critical to view all stakeholders in the company as partners. The marketplace aspect of CSR means rejecting any exploitative business practices that you may have in favor of fairer and more equitable business practices.
  4. Workplace. With respect to workplace, CSR encourages the implementation of fair and equitable treatment of employees. It makes sense that having a healthy, financially secure and committed workforce with a strong corporate culture and a safe work environment improves the desirability of your company. Profit sharing, medical coverage, retirement and wellness programs are all part of this mix.

Are socially-responsible companies better investments?

In my experience as an M&A advisor, I have to answer yes, all other things being equal. It’s not the most important factor, but today’s acquirers prefer to buy companies with a culture of social responsibility. Owners considering selling or recapitalizing should plan for this. Being able to demonstrate a strong CSR track record should serve to increase buyer and investor demand and therefore selling price.

Our M&A advisors to small businesses have noticed that older (baby boomer) owners in particular are surprised by the importance of good CSR practices to the younger generation of buyers. With the advent of social media, its easier than ever for them to get a sense of your company’s social responsibility.

It may be time to to gather your management team to explore the value that CSR can bring to your organization and assess your CSR performance. Here is an HBS white paper on Why Every Company Needs a CSR Strategy and How to Build It.

*          *          *

Al Statz is Exit Strategies Group’s founder and CEO. For further information or to discuss a current need, confidentially, Al can be reached at 707-781-8580.

M&A Advisor Tip:  What Buy-and-Build Means for You

Private equity firms have increased their use of buy-and-build investment strategies.

A buy-and-build strategy involves bolting together several smaller companies into a larger business enterprise that will likely sell at a higher multiple. See our post on the size effect. This trend is affecting many industries, from healthcare clinics to niche business service companies.

The uptick in buy-and-build acquisitions could mean more buyers and more competition for your business than you expect. Contact Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com to learn more about consolidation trends in your market.

Business Interruption 101

If you are reading this blog post from the Left Coast today, you know all too well the front page pictures and stories on the wildfires affecting Northern and Southern California in the past few weeks. The devastation is unimaginable.

As I write this, the Kincade Fire in Sonoma County (just north of our Petaluma office) is 60% contained and 76,825 acres have burned. In local terms, that is about the size of San Francisco plus a little bit of Burlingame near SFO airport. On the East Coast, it’s roughly the size of Washington, DC from Alexandria, VA to north of Chevy Chase, MD.  While the fire has destroyed almost 300 structures so far, we are lucky that no lives have been lost and there have been minimal injuries.

No Power, No Business…Maybe

For local businesses, it has either been boom or bust, not only from the fires but the local utility’s response to fire prevention, specifically shutting off power throughout the Bay Area. As the affected population moves towards the communities with power, people are dealing with a new way of life during a difficult time.

In Petaluma, which is located just outside the mandatory evacuation zone and has had minor power outages, business has been booming. Restaurants have been overflowing with displaced evacuees from the north. Hardware, department and grocery stores have been full of people looking to replace essentials. Meanwhile communities without power have experienced a bust. One local market is experiencing heavy uninsured financial losses from losing power. A local catering company may lose up to $150,000 in revenue if they can’t reopen in time for this weekend’s wine country weddings.

Insurance for a Dark Day

Business interruption insurance is a form of commercial damage coverage that covers the loss on income that a business suffers after a disaster. Business interruption occurs when the event, such as the Kincade fire, affects revenue and/or cost and profit is lost. Other events include natural disasters, movement from temporary sites to a permanent site, and/or Government actions causing it to cease operations.

In each of the events mentioned above, one thing is common. Revenue is being missed and expenses continue. The company bears the initial burden of the expenses but insurance or litigation can help business owners get through this loss and remain profitable after recovery. If the interruption to the business was caused by a third party (in this case, the power utility), litigation would be carried out through subrogation (or the assumption of debt or damages to a third party) to recover the losses. This situation would mean that the insurer pays the claim initially then goes after PG&E or another party that caused the event and therefore the loss.

How to Calculate the Loss

Whether it is insurance, litigation, arbitration or settlement, covering your business interruption expenses can be challenging. We have handled the expert/calculation side of these type of engagements in valuing the losses/lost profits.

Many losses fall into three areas:

  • Service Interruption – This impact could be direct damage, physical loss, destruction to utilities, services, telephone, transmission lines, substations, equipment of suppliers of such services as well as related plants.
  • Business Interruption –Here, the property damage to the receivers or suppliers is typically covered by the insurance policy.
  • Restoration – These are expenses incurred during the length of time that is required to replace, repair, or rebuild the damaged property, starting from the point the damage occurred.

The value impact is effectively the difference between a “with/without” analysis where the “with” relates to the actual financial performance as a result of the interruption and the “without” is related to the operations of the business without the interruption based on historical performance. In addition to the matter of recovering costs, extraordinary events or “acts of God” can affect the valuation for a business, either temporarily or permanently.

Our New Normal

In the case of Northern California, the local utility has already let customers know that the “new normal” will be one of power blackouts and a bag packed with emergency supplies. It may take Pacific Gas & Electric 10 years of blackouts before they can make their infrastructure more immune to weather events. PG&E even has its own marketplace for generator sales. Yes, the irony is not lost on us. With increased migration out of California, these fires may be the tipping point for some families who just can’t afford to accept these risks.

Hopefully reading this blog post doesn’t scare you away from visiting California, in particular the beautiful wine growing regions of Sonoma and Napa counties. Like a good Boy Scout, you just need to be prepared for our new normal and share the beauty of our part of the world with the friendly and increasingly resilient locals who call this place home.

Exit Strategies values businesses and intangible assets for a variety of purposes including divestitures, mergers and acquisitions, purchase price allocations, financial reporting, corporate restructuring and planning. If you’d like help in this regard or have any related questions, you can reach Joe Orlando at 503-925-5510 or Bob Bates, CPA, CVA, CFE at bbates@exitstrategiesgroup.com.

Profit from Intangible Assets in a Business Sale

The sale of a business includes intangible assets. This article explains what intangible assets are and how articulating, supporting and protecting them enhances business sale outcomes. Let’s get started.

What is an Intangible Asset?

Intangible assets are things that are non-physical in nature that you can identify, describe, document (e.g. a contract, list, logo, drawing or schematic) and, most importantly, transfer. Intellectual property is an example of an intangible asset.

The Financial Accounting Standards Board (FASB), in its ASC 805 standard for reporting of Business Combinations, separates intangible assets into these categories:

  1. Marketing-related: such as trade names, trademarks, non-compete agreements and URLs
  2. Customer-related: customer lists, contracts and relationships, order backlog
  3. Artistic-related: works of art, magazines, books and articles
  4. Contract-based: permits and licenses, licensing and royalty agreements, franchise agreements
  5. Technology-based: trade secrets, databases, patented technology

Do all intangible assets have value?

Just because an intangible asset exists, doesn’t automatically give it economic value. To have value it has to produce some form of economic benefit. For example:

  • Generate operating or licensing income
  • Reduce operating expenses or future capital spending
  • Reduce business risk

Of course, an intangible asset must be transferable in a sale to have value to a new owner. (Intangible asset valuation is a topic for another day.)

Goodwill is excluded from the above list because it is considered to be a blended residual asset. Goodwill is influenced by factors such as high profit margins, barriers to market entry, competitive advantages, a regulated protected position or lack of regulation, longevity in the market, a trained work force, etc.  Synergistic value associated with premiums paid by strategic buyers are often considered “blue sky” value above a “justifiable” goodwill value.

Document to Impress

After you take an inventory of your company’s intangible assets, the next step is to be sure that the key ones are documented in a manner that will satisfy buyers. For example, support for customer-based intangibles may include: a well-populated CRM database, master supply agreements, vendor quality audit records, open quote files, important correspondence, sales and contribution margin by customer history, AR aging schedules, purchase orders, etc.

Protect Your Assets

While documenting your company’s primary intangible assets, you are likely to uncover some that need better protecting through public registration (e.g. patents), securing or improving contracts, or better restricting access.

For many of our clients, trade secrets are their most valuable intangible assets. Suppose a significant portion of your company’s profitability is attributable to a proprietary production process. Ask yourself these questions: Is the process perfected and well documented? Are you taking appropriate measures to keep the process secret? Is access sufficiently limited? Do you have appropriate data security? Do you have non-disclosure agreements with third parties?  Do you have confidentiality agreements with your employees? If not, you know what to do.

Capitalizing on Intangible Assets in a Sale Process

Your intangible assets become the focal point of the Confidential Information Memorandum (CIM) prepared by your M&A advisor. The CIM can also articulate those intangibles that are underutilized and have potential to produce economic benefits to a new owner. We use our knowledge of your intangible assets to decide which target strategic acquirers are likely to derive the greatest benefit from them. We tailor our outreach strategy and communications accordingly. In the end, this generates more interest and better offers for the company in an M&A auction process. The M&A advisor can also advise on how and when to disclose sensitive details about key intangible assets during the discovery and due diligence phases of a merger or acquisition process.

*         *          *

An investment in perfecting, identifying, documenting and protecting intangible assets is usually well rewarded in a sale. Exit Strategies helps clients take full advantage of the intangible assets in their businesses when going to market. If you’d like help in this regard or have any questions, you can reach Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com.

Inside the Mind of a CEO

Of course it’s in a CEO’s DNA to think big, challenge the status quo, set stretch goals and inspire teams to perform to their full potential. So, why did this recent CNN Business article on How power changes the CEO brain catch my attention?  Because my wife pointed it out to me

Seriously, according to this article, neuroscience researchers have found that those who feel powerful become:

  1. more goal-oriented and think more abstractly
  2. more optimistic about risky decisions
  3. less likely to see the world from others’ perspective

I would add, from 30+ years of working closely with founder-CEO’s as a business executive and valuation and M&A advisor, that most successful founder-CEO’s are also surprisingly humble and know how and when to throttle back that power. These traits help them assemble extraordinarily dedicated groups of managers, employees, clients and investors.  Helpful when it’s their time to sell!

CLICK HERE for more insight on how power affects the brain of a CEO.

Exit Planning: Meaning and purpose drives sustainable business growth

Several years ago I had the opportunity to work on an acquisition assignment for Mitsubishi Electric, one of the multinational business units of the Mitsubishi group of companies. While doing research to better understand my client’s organization, I found an inspiring article that quoted Tachi Kiuchi, Mitsubishi Electric’s managing director at that time…

“Are the needs of the corporation and the world in conflict? In the long run, they can’t be. Today, 600 million of the Earth’s inhabitants enjoy the material benefits of industrialism. Soon, 2.5 billion more–China, India, the former Soviet republics–will join us. The final 3 billion people will follow. To accommodate all those people in terms of resources today, we would need three planets.

So how can the needs of the world be met in the future? The truth is, we can’t build a sustainable economy. We can only grow one. That’s a lesson I learned from the rain forest. The vitality of nature comes from its capacity to cultivate more advanced forms of life and then support them for billions of years on finite resources and a fixed flow of energy from the sun. That happens through a constant process of feedback and adaptation. In the global economy, the problem is, we are blocking feedback. As companies extend their reach, they become less tied to the communities they serve. Ecological and social costs and benefits never appear on our balance sheets. Feedback only exists in the form of direct financial returns. If there is not adequate feedback, there’s no adaptation. No adaptation, no innovation. It becomes hard to respond effectively to change. We become vulnerable.

People talk about businesses needing to be responsible as if it’s something new we need to do on top of everything else. But the whole essence of business should be responsibility. My philosophy is, we don’t run companies to earn profits. We earn profits to run companies. Our companies need meaning and purpose if they’re to fit into the world, or why should they live at all?”

Tachi Kiuchi went on to serve as CEO and Chairman of Mitsubishi Electric America and is currently Chairman of Future 500. As Managing Director of Mitsubishi Electric, he broke with Japanese corporate norms to champion a “living systems” approach to business that included rapid adaptation, financial transparency, openness, cultural diversity, executive positions for women, and environmental sustainability. Read the January 2004 article in Fast Company.

Every CEO and business owner looking to create a valuable and marketable enterprise would do well to contemplate its fundamental meaning and purpose within the communities it serves, and decide how well positioned the company is to deliver sustainable long-term growth.

Al Statz is an M&A advisor and the founder of California-based Exit Strategies Group, which is celebrating its 15th year in business. Contact Al at 707-781-8580, via Email, or connect with Al on LinkedIn.

Six Reasons NOT to Skim

Pulling unreported cash receipts out of a business is indefensible and unwise under any circumstances, but particularly if the owner expects to exit in the next 3-5 years.

All of us during our childhood were offered the parental edict: “Don’t do it, you are only hurting yourself.” So “why”, you may ask . . . now that you are a grown adult, “should I not skim?”

Many reasons immediately come to mind and I am certain that we could all come up with many more, but in the interests of brevity, I’ll keep it to six reasons.

  1. Skimming is against the law. Tax evasion is a felony.
  2. Management of your business becomes more challenging. Skimming requires you to underreport revenues which means your cost of sales percentage rises. Cost containment and inventory control are more difficult to assess.
  3. Loss of Employee, Partner and Spousal Trust. You set a bad example and create a fertile ground for others to steal. Worse yet, a disgruntled employee or retaliatory ex-spouse or partner could report you.
  4. Bank Loans are difficult to secure, for you and potential buyers.
  5. The value of your business declines.
  6. The marketabilty of your Business is severely compromised. You cannot expect potential buyers to trust you, let alone make a “leap of faith” and pay a premium for your business on the merits of unreported, unverifiable income.

Hopefully this doesn’t apply to you. But, if it does, what’s the solution? I refer you back to your childhood: Don’t Do It.

  1. Stop Skimming
  2. Clean up your books.
  3. Effectively manage your business, using reliable financial records.
  4. Redeem your credibility with your staff, your partners and your bank.
  5. Add value to your business as an ongoing entity or as a potential sale. The amount you no longer skim can easily be worth 2 – 5 times its selling value, or more, depending on the degree of skimming and the size and nature of your business.

In summary, each of us at some point makes a life defining decision … “Do I want to eat better or sleep better?”  You make the call.  As it relates to preparing a business to sell, you can do both.

Don Ross is a seasoned business broker with Exit Strategies Group. He can be reached at 707-778-0210 or donross@exitstrategiesgroup.com.