Your Business – From a Buyer’s Point of View

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When you sell your business, you want to do everything possible to get the right price. That often means forgetting about how you have run the business, and looking at it from the buyer’s point of view.

What the Buyer is Buying

Generally speaking, a buyer will be willing to pay a price that is a multiple of the company’s annual cash flow. The multiple varies widely depending on the industry, the economy and many other factors. The price the buyer pays, though, will be a multiple of his expected cash flow – not yours.

The harsh fact is that the buyer doesn’t care how you ran the business. Certainly, he will keep what he sees as the best practices and procedures, and will probably keep most of your people, but his ideas on executive compensation, business development, human resources, inventory control, and a host of other subjects will probably differ from yours.

I actually saw a deal fall apart because the seller insisted on dictating how the business would be operated AFTER he was gone.

The trick is to know what the buyer believes he is buying.

Normalizing Results

It’s a useful exercise to adjust historical earnings for unique, unusual or non-recurring items, so future cash flow projections reflect the results the buyer is likely to achieve. This is called “normalizing” cash flow. Depending on how you’ve been operating the business, this process may identify certain assets or liabilities that should be valued separately.

Here are some examples:

Owner’s Compensation

A homebuilder’s owner paid himself a salary that was much higher than the CEO of any similar company would normally receive. It was his decision as to whether he wanted to receive the funds as salary or as a draw against earnings, but it did cause widespread resentment within the company, especially during lean times.

The important point here, though, is that by adding back the excess owner’s compensation into the cash flow projections, the company’s value increased by a multiple of say, 6 or 7 times that amount.

Below-Market Rents

A retailer had been in business for many years, and was such a desirable tenant that it could drive a very hard bargain with landlords. It was common to find 20 year leases at below-market rates, with 10-year extensions. A careful reading of the lease on the ideally-located head office revealed that it ran in perpetuity.

The low rents increased the company’s cash flow, and would have been taken into account if the company had been valued strictly on a multiple of that cash flow. Valuing leases uses much the same arithmetic as arriving at a multiple of earnings, but the terms of these leases were so unusual that we saw the need to evaluate them as a separate asset.

Ultimately, we prepared cash flow projections using much higher market-rate rents. This reduced the amount a buyer would pay for the company based on its projected cash flows, but it was more than made up by the higher value assigned to the leases as a separate asset.

Unusual Expenses

The owner of another company had a unique set of personal beliefs, and insisted that all of his employees and vendors share or participate in them – at considerable cost. Everyone was required to attend expensive week-long seminars by a California-based consultant who taught them how to deal with their personal fears. Another consultant was flown in from San Francisco for a week to realign the chakras of the executive staff. The owner catered lunches several times a week, so the entire staff would attend his meditation sessions. The company sponsored a project in which meditation experts gathered in Sedona to effect world peace.

It was highly unlikely that a buyer would continue these human resource policies, so we added back their cost to normalized cash flow, and substantially increased the asking price of the company.

Historic Land Values

A land developer and homebuilder had been in business for many years, and owned properties it had purchased up to 30 years previously. The profit margins on the houses it sold were significantly higher than they would have been if the land were acquired more recently.

There had been talk within the company of separating the land component of the business from the homebuilding component, in order to clearly see where the profit and returns on investment really came from, but the initiative never got off the ground.

The low historic land values were reflected in profits, but not in the actual operating cash flows, so a valuation based on a multiple of cash flow didn’t make sense. We prepared normalized cash flow projections for the homebuilding business based on market prices for the land, and did a separate valuation of the land reserves, based on those same market prices.

Non-Recurring Costs

Most companies have expenses they needed to incur a single time, or for a limited period. Examples I have seen include legal fees and settlement costs for lawsuits, discretionary bonuses for unusual personal or company performance and employee termination costs. I worked with a company that had incurred huge expenses trying to start a new line of business that was never realized. Another committed to a year-long sponsorship of a local sports team in a marketing effort that was judged a failure.

None of these costs can be expected to be repeated by a buyer of the company, and so should be added back to the normalized historic earnings, and to the cash flow projections used to place a value on the company.

Does your CFO understand the value of normalizing your cash flows from a buyer’s point of view?

Losing Perspective

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The story is that if you drop a frog into a pot of boiling water, it will jump out immediately. If you put it into a pot of cool water, however, then turn on the heat, the frog won’t notice the temperature change, and will eventually die when it gets too hot. Who knows if it’s true, but it’s a great metaphor, and we see it happening everywhere.

It’s easy to lose perspective.

We Are the Best

I worked on the conversion of a newly-acquired retailer’s systems to those of the acquiring parent company. Although the new system was much more sophisticated and comprehensive, fundamental accounting controls were missing, and it was so difficult to acquire, verify or reconcile certain information that we had lingering doubts over its overall integrity.

The parent company had a unique corporate culture based on the belief that they were the best – had the best stores, the best products, the best people, the best systems, etc. – and there was no room for discussion of improvements. The corporate controller explained to me that the systems were terrible before he joined the company, but they were great now. He listed examples of how bad they used to be, and every one of the deficiencies still existed… but they were the best.

Years later, there was an accounting scandal that hinged, among many other things, on the system’s inability to properly account for cost of goods sold.

They refused to look at their systems with a critical eye, and they lost perspective.

Director’s Cut

A well-known filmmaker invited me to see his new film while it was still a work in progress. He had been editing it for weeks, and was ready to show a rough version of the finished product. It was a demanding film, with dense dialog requiring concentration, and a limited budget for production values, and I was drained by the end of the screening. I looked at my watch several times during the film, so I was very aware of the fact that it was well over 2 hours long.

Called on for comments, I sincerely praised the film for its merits – a respected film critic eventually included it in his annual “Top Ten” list – but I felt the length of the film undermined its overall success. Surprised, the filmmaker responded: “You should have seen it when it was 4 hours long.” I attended the screening of the final film, and still found it much too long.

Art is subjective, of course, but I believe he lost perspective.

Competing Systems

A homebuilder developed an elaborate and advanced construction management system, and its reporting mechanism was tied to an accounting package. For reasons lost in history, they also continued to customize the primary general ledger system that had been in use since the 1970s. The result was that there were two very complex systems, but the reported results were often materially different.

Each member of the management team had his own favorite reports from both systems, and every meeting started with an argument over whose report was correct. One member of senior management knew how to reconcile the results, and he spent more than half his time doing so. By the time the reports were reconciled, the meetings were often over. Important business issues were never addressed, and the managers made their decisions based on different information.

This was one of the first issues I raised when asked for my observations on the company and its operations. The CEO, early in his career, personally directed the customization of the ledger system, and he wouldn’t listen to any criticism. He and his managers had developed the construction system, and were so proud of it that they invited homebuilders from around the country to show it off. There wasn’t going to be any discussion of problems there, either. When I tried to address the gap between the systems, the response was: “It’s great now – up until 6 months ago, all the computer terminals had green screens.” I hadn’t seen a monochrome screen in over 20 years.

The company went bankrupt. They had lost perspective.

Hey, What’re You Gonna Do?

Another retailer was very dependent on its highly complex systems. The nature of the business is that there is a high rate of turnover among line managers, and the corporate training systems placed more emphasis on sales and marketing than on administration. Unfortunately, the systems, while comprehensive, were not user-friendly, and there were constant problems requiring many long telephone calls to explain and resolve issues.

There was constant finger-pointing and redirection. A manager would direct associates to call the technical support hotline, only to be directed to the regional office, who might then send it back to the original manager. Certain employees became known for their ability to resolve certain types of problems, and everyone had a favorite go-to fixer.

Frustration abounded, but there was no feeling at the field level that there was anything fundamentally wrong with the systems. The company had been in existence for a long time. There was no problem with customer service, but the amount of employee time wasted by awkward systems was huge. When I asked why nobody complained up the corporate ladder, they just shrugged and said it wouldn’t do any good.

They had lost perspective.

That’s How it Should Be

In a construction company, it was highly unusual for accounting reports to tie out to the general ledger. It was a constant problem, and drove me crazy, because I could never trust that I was working with reliable information. We were involved in huge projects and equally huge financings, and acting on wrong information could have major consequences.

The CFO and IT director had been with the company for many years, and together had implemented most of the systems in use at the time. They knew them so well that they could tell me how to do elaborate reconciliations of the reports, which would often involve writing special programs. Their default question would typically be: “What do you need that for?” This exercise turned up problems with the original reports often enough that we had the battle many times.

When I pressed the CFO to set up a task force to streamline and clean up the accounting systems, he would argue that the systems were good, and that the reports actually shouldn’t tie out. “That’s how we designed them.”

They had lost perspective.

Does your CFO encourage taking a fresh look at long-established systems and methods?

Profit Improvement – Delay of Expenditures

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Pretty much every company wants to increase its profit, and most managers devote a large portion of their time to trying to increase revenues and margins, or reduce costs. As a financial manager and consultant, I have been involved in many profit improvement initiatives. Here are some examples – they are mostly from construction, retail and land development, but the concepts can be applied to any business.

Delay of Expenditures

Time is money. Delaying expenditures until absolutely necessary reduces interest, storage and other carrying costs, reduces pressure on borrowing limits and has a positive impact on return on investment. Speeding the receipt of funds has the same impact.

Financial Review

A land developer traditionally let marketing decide when certain tracts would be made available for sale to builders. The sites they selected appeared to be random throughout the communities, and they professed no particular strategy. I proposed marketing contiguous tracts to delay the outlay on roads and other infrastructure costs. As a result, we delayed the spending of tens of millions of dollars, and there wasn’t a grumble from marketing.

Looking Around

A retailer’s distribution center was designed to service a fixed number of stores, and the time was upon us to start construction on a new, larger center. The limiting factor was the number of boxes that would fit on the conveyors that passed in front of the merchandise pickers. I observed that if we simply changed the shape of the boxes, we could serve up to 50% more stores without incurring the multi-million dollar capital expenditure.

Process Review

Homebuilders often sell their model homes to investors, and lease them back until the community is sold out. The process is rather complex, involving the buyer, various attorneys, appraisers, the construction and marketing departments, accounting and treasury, among others. Meanwhile, the clock is ticking on interest and carrying costs until the transaction is completed. I led a Six Sigma team to look into speeding the inflow of cash. We flow-charted the process, identified bottlenecks and delays, and established a standard timetable to be followed on all future transactions. We reduced the cycle time by three weeks, and calculated annual savings at $400,000.

Does your CFO get involved in planning your major expenditures?

Profit Improvement – Allocation of Resources

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Pretty much every company wants to increase its profit, and most managers devote a large portion of their time to trying to increase revenues and margins, or reduce costs. As a financial manager and consultant, I have been involved in many profit improvement initiatives. Here are some examples – they are mostly from construction, retail and land development, but the concepts can be applied to any business.

Allocation of Resources

Where a company chooses to invest its resources has an important effect on its profitability and ROI. This can be managed at the time of the initial investment, but ongoing investment needs to be reviewed with a critical eye.

Profit maximization – A land developer and builder was very disciplined in its due diligence on land acquisitions. Land development is a surprisingly complex process involving massive investment, and is subject to a seemingly endless list of restrictions and costly requirements from all levels of government. So choosing between land investment opportunities is a painstaking process, but often subject to emotional responses. We built a linear programming model to maximize the profitability of our land use plans based on our budgets and timing, as well as the attendant marketing and government constraints. This removed much of the emotion from the land acquisition process.

Unprofitable operations – A homebuilder was focused on entry-level housing, and suffered from tight margins and the need for economies of scale and tight discipline in that sector of the business. At the same time, its land entitlement and development business was generating high margins and even higher returns on investment. With 80% of the company’s overhead, but only a small percentage of profits coming from homebuilding, we weighed the investment required to operate a full-scale builder in a higher price category against the potential return, and decided to walk away from the business entirely. Overhead was drastically reduced, and capital was redirected to the more profitable business of land development.

More profit with lower investment – A retailer was famous for the department stores it had operated for many years. Over time, though, these stores had lost ground to competitors, and capital investment had been cut back in proportion to declining profits. The company also operated a number of successful specialty store formats. A time of reckoning came, and the company realized it could make management changes and invest heavily in its department stores, possibly reaching the level of success, for example, of Target Stores. After an intense review, though, they recognized that specialty stores had a higher potential return, a relatively lower investment, lower risk and correspondingly low barriers to entry in niche specialty markets. Relying on its depth of experience, the company closed its famous department stores, and reallocated its funds and energies toward rapid growth in specialty retailing. It became one of the top-performing companies on the New York Stock Exchange.

Drawing on strengths – Another homebuilder operated in a single market, selling low margin homes during a downturn in the housing market. Recognizing its strength in efficient, low cost construction, it started looking for new opportunities. We focused on selling houses at full margin for rental by investment partnerships, expanding regionally into new markets through joint ventures, construction for hire of military housing and multifamily construction.

Does your CFO lead your management team in constant evaluation of your resource allocation process?

Profit Improvement – Simple Communication

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Pretty much every company wants to increase its profit, and most managers devote a large portion of their time to trying to increase revenues and margins, or reduce costs. As a financial manager and consultant, I have been involved in many profit improvement initiatives. Here are some examples – they are mostly from construction, retail and land development, but the concepts can be applied to any business.

Communication

Sometimes a simple conversation will solve your problems. This can be a natural process, or the result of an expensive and time-consuming structured organizational review. If you have a problem, talk about it.

A telephone call – The sales department of a homebuilder often selected lots for sale in such a manner that the engineering department had to return to the city with new plans for approval. This caused time delays for sales and frustration in the engineering department, and resulted in increased plan approval fees. A Six Sigma team approached the problem, creating wishbone charts, pareto charts and other analyses to identify the underlying problem, but could find no statistical pattern. Finally, the head of engineering telephoned the head of sales, and the problem was eliminated in five minutes.

A meeting – The buyers at a retail company weren’t getting all the information they needed from the accounting department, so they appointed a full-time administrator to track and report on outstanding orders and merchandise receipts. A meeting between the buyers and the accountants resulted in an automated report that solved all the buyers’ needs, and the administrative position was eliminated.

Bottlenecks – A land developer was experiencing chronic delays in processing grading permits. Business was booming, so every day represented delayed revenue and additional carrying costs on multi-million dollar developments. A Six Sigma team spent several weeks of process flow-charting and statistical analysis, only to learn that the manager in charge of grading applications was swamped, and had a long backlog. They added a part-time clerk, and the problem was solved. Asking a few simple questions much earlier would have been a lot easier.

Does your CFO encourage your operating team to communicate with each other?