Many small business owners reach a point in their career wherein they make the decision to reduce personal risk and maximize gains through the acquisition of their company. The process of selling one?s business involves a mix of strategically executed procedures which achieve the desired results without sacrificing confidentiality, risk management, mutually beneficial deal structure and optimum price.

In order to achieve effective results, business owners must (1) have a clear understanding of the metrics that govern their business, (2) realistic expectations of the marketplace and (3) a group of trusted advisors, comprised of accountants, attorneys and bankers, in place to provide guidance and structure to the acquisition process.

Steps To Prepare A Business For Acquisition

In order to maximize price and present an ideal picture of your business to the marketplace, key steps must be taken so that your business is properly developed and maintained. The financial and organizational structure of your company should be transparent to a buyer, so that he or she will be assured of the value and feel comfortable in assuming ownership.

Step1: Systematize and Document Your Business

The functions and procedures in your business should be concisely identified so that a buyer can clearly understand the chain of command and how results are achieved. Written agreements with vendors, customers and industry contacts can also bring substantial value to an acquisition. Documented agreements ensure that valuable relationships are concrete and will extend into the future. These assurances create confidence for the buyer and make the company more attractive in the marketplace.

Step 2: Maintain Organized Financial Data

Many business owners are heavily influenced by tax liability. The potential trap in focusing more attention on tax liability than profit performance is that it becomes difficult to prove the true profitability of the business to a buyer. Therefore, assuming greater tax liability in the short-term can result in increased value on the income statements. In addition, profit and loss reports should be generated and reviewed on a monthly basis, the company?s stock levels should be at full value and all capital expenditures should be clearly identified and booked on the balance sheets prior to an acquisition. [1]

Step 3: Maintain Accurate and Updated Corporate Documents

Due diligence is one of the most important elements of the sales process. Diligence items include corporate, legal and tax documents that define and validate the representations and warranties of a company. Business owners should be familiar with the issues and should attend to corporate maintenance on a quarterly basis.

1) Achieving realistic price expectations. A business has value to a buyer because of its anticipated future earnings and a demonstrated successful track record.[2] Businesses that show consistent growth, positive adjusted earnings and EBITDA and reliable financial projections are able to command high industry multiples and premium prices.

2) Accurately adjusting the net owner earnings. In order to accurately determine value, the balance sheet and income statements should be re-cast and items such as depreciation, owner?s salary and interest expenses can add-back significant value. The re-cast earnings will reflect the actual owner compensation in order to determine market value.[3]

3) Understanding deal structure. Sellers should be educated about possible alternatives for structuring a deal, such as earn-outs, non-compete agreements and long-term employment contracts. These items can add substantial value when combined with the negotiated purchase price. In addition, sellers need to be aware of how business liabilities, such as excess inventory and existing lines of credit, are assumed by the buyer and how liabilities are integrated into the final asking price.

4) Maintaining Confidentiality. Confidentiality is crucial in ensuring that existing employees and clients do not become aware of a potential transaction. If the sales process is not managed and the transaction is disclosed at the wrong time, key employees and valuable customer relationships could be sacrificed, thereby jeopardizing gross revenue if the sale is not ultimately consummated. Savvy buyers will use this as a tool to lower value.

5) Securing qualified buyers. A buyer?s material ability to consummate a transaction must be verified at the start of the sales process so that time and resources are not expended on inappropriate candidates.

6) Maintaining profits and growth during the sales process. Once your business has been introduced to the marketplace, it is crucial to continue to develop and maintain growth until the transaction is fully executed. It is the performance and productivity of the business that holds value in the eyes of a buyer. Therefore, a business that begins to drop-off in the months prior to a sale will incur difficulty in obtaining optimum price and qualified buyers.

7) Preparing proper due diligence. A thorough die diligence manual should be prepared in advance of bringing a business to market. Inaccurate or incomplete diligence materials can destroy buyer confidence and cause a deal to collapse. A seller must be able to defend the representations and warranties they assert during the sales process.[4]

8) Seeking professional guidance and consultation. Sellers should realize that it is nearly impossible to efficiently manage a transaction without the assistance of accountants, lawyers and bankers. These trusted advisors should work in tandem to help sellers achieve the desired results while limiting personal exposure and liability.

The bill specifies 10 key provisions that are designed to structure and regulate the claims process to an even more stringent degree. However, the bill requires business owners to be more involved in employee claims or risk incurring substantial fines and litigation.

Therefore, while the SB 899 has the potential to provide significant cost-reduction options, employers need to drive the process and remain involved in the handling of employee claims to benefit from these savings.

The following key points are areas of the bill specifically designed to reduce claims costs.

2. Attorneys for injured workers do not get to select doctors for treatment or evaluation of injuries, if the employer has a comprehensive medical network available for care of injured employees.

4. Temporary disability payments are limited to 2 years in most cases, down from 5 years previously.

6. Utilization review guidelines are strengthened, specifically defining what constitutes ?medically necessary? treatment.

The following points could result in an increase in employer operational costs.

2. Disability awards are increased by 15% if modified work is not offered.

1. Effective 1/1/2005, a medical provider network should be created and active.

3. Review and update the ?carve out? portion of your Collective Bargaining Agreement.

If a claim has already been filed, the following steps should be implemented:

2. Each injured employee should submit an accident statement directly after the injury has occurred.

4. After the employee has been examined, diagnosed and approved to return to work, the employer should submit a written offer of return to work.

There are two components to each transaction: compensation and risk. While many investment bankers and business owners tend to focus almost solely on compensation, PLG Advisory Group gives equal consideration to the risk associated with each transaction.

There are three primary areas of risk:

(1) Known risks, for example the liabilities set forth on the company's balance sheet, or known regulatory risk;
(2) Unknown risks, for example, unanticipated employee or customer lawsuits; and
(3) Transactional risk, which is the risk that the transaction will be litigated, either prior to or after a closing.

How do small business owners view risk in a business transaction: is price or the reduction of risk the most important component of a M&A transaction?