Preparing your business for sale requires knowledge of what a buyer is looking for along with knowing where the value in your business resides. We discuss this topic from three different angles: M&A strategy, Valuation drivers, and using 80/20 to increase the EBITA of your business.

1. Preparing to Sell Your
Business? It Takes
More Than You Think
Martha Sullivan
Theresa Zeidler-Shonat
Heather Schommer
July 22, 2014

2. About the Presenters
• Martha Sullivan
– Martha is a partner and the Chief Operating
Officer with Smith & Gesteland, LLP.
– Martha began her career as a systems
consultant with a regional CPA firm.
Throughout her nine-year term with this firm,
she performed numerous operational/process
improvement reviews, systems selection
projects, and policy/procedure review
engagements. Additionally, she facilitated
strategic planning initiatives and played a key
role in developing the firm’s own inaugural
strategic plan.
– Martha leveraged her consulting experience
by then moving into industry into the controller
and CFO roles. After 13 years in industry,
Martha returned to her CPA firm roots
performing transaction support/due diligence
and Sarbanes-Oxley services for its clients.
She enjoyed the energetic pace of mergers
and acquisitions and assisting client’s ready
their company for sale. The depth of her
understanding of her clients’ businesses
facilitates timely and prompt completion of
these time-pressured engagements.
2

3. About the Presenters
• Theresa Zeidler-Shonat
– Theresa specializes in business valuations;
valuing the invested capital in the business,
business equity, and intangible assets,
depending on the client’s needs. Theresa’s
valuations assist business owners with
understanding the value of their business, and
what drives that value, as well as what
differences exist between the way a business
owner perceives their business and the way a
potential buyer perceives the business.
– Theresa has performed valuations for
companies across a wide variety of industries
from traditional manufacturing and service
industries to rapidly-changing industries such
as high-tech, ethanol/alternative fuels and
photovoltaic cell production and for
companies across a wide range of sizes, from
family-owned business with just a few
employees to middle-market firms with
thousands of employees, and has a deep
understanding, drawn from extensive
experience, of the factors that impact the
value of your business.
3

4. About the Presenters
• Heather Schommer
– Heather is a Strategic Advisor in the Profit
Enhancement Solutions group and is a key
player in analyzing products, customers,
services and divisions to guide companies in
achieving profitable market share growth.
Heather works closely with members of the
management team to employ various tools
from the 80/20 toolbox, including zero up
analysis, which helps companies identify the
true profitability of their business segments,
and segmented financial reporting, which
provides a focused approach to financial
management. Heather is a trusted advisor,
and companies seek her input in monthly
operations meetings to identify processes and
improvements used to drive 80/20 through
organizations.
– Prior to Smith & Gesteland, Heather spent
nearly seven years in the banking industry
working closely with small to medium sized
businesses across a variety of industries, and
this experience gave her a deep
understanding of small business needs.
Heather is an expert in working with business
owners to understand their organization’s
financial and strategic goals. 4

5. Learning Objectives
• Understand why there is often a
disconnect between buyer and seller
expectations
5

6. Learning Objectives
• Learn what drives buyers to pay
more or less for your business
6

7. Learning Objectives
• Learn how you can increase the
value of your business
7

8. Learning Objectives
• Learn how to get your business
ready for sale
8

9. Deal Related Statistics
• 30 million small businesses in the US (Bureau of
Labor Statistics)
• Approximately 60% of today’s small business
owners were born before 1964
• Turning 65 at a rate of one every 57
seconds which will continue for the next
16 years
9

10. Know Why You Are Doing This
Why do you want to do sell?
What is your desired result? What you hope to
gain and/or achieve?
What will you do post-close?
What is negotiable? What is not?
10

11. Fail to Close
11

12. Top 3 Reasons M&A Deals Fail
1. Valuation gap
2. Unreasonable seller or buyer demand
3. Economic uncertainty
12

13. Buyer and Seller Disconnect
13

14. Valuing The Business
Price Paid for the
Business
The part of the
purchase price that
goes in your pocket
Debt has
seniority
14

15. Valuation Gap
• Valuation Methods
• Emotion
• M&A Experience
• Retirement Cash Flow Needs – Rule of
25x
15

16. Market Vs. Investment Value
Intrinisic Value vs. MarketValue OverTime
Investment Value
Market Value
16

17. Valuation Methods
• Rule of Thumbs
• Discounted cash flow (DCF)
• Guideline Transactions
• EBITDA and Revenue Multiples (most
prevalent in M&A)
17

18. EBITDA Definition
• Earnings Before Interest, Taxes, Depreciation
and Amortization
S Corporation or LLC Example:
Net income $1,000,000
Add back:
Interest expense 300,000
Taxes -0-
Depreciation expense 500,000
Amortization expense 200,000
Equals: EBITDA $2,000,000
18

19. Simple Valuation Example
EBITDA $2,000,000
Market Multiple X 5.0
Value of Invested Capital $10,000,000
19

20. Valuation Gap
• Valuation Methods
• Measurement Period
• M&A Experience
• Retirement Cash Flow Needs – Rule of
25x
20

21. Unreasonable Buyer or
Seller Demand
• Emotion
• Compensation plans outside of
market range for certain
employees
• Representation and warranties
• Seller financing
• Earn outs
21

22. Economic Uncertainty
• Economic Uncertainty – 2008 through 2012
22

23. Economic Uncertainty
• Lack of Capital to Finance – Nationally
23

24. Economy’s Impact on M&A
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DealCount
SalePrice
Median Sale Price Deal Count
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DealCount
SalePrice/EBITDA
Median Sale Price/EBITDA Deal Count
Distressed Companies
Selling
Multiples Have Stayed
Low Because of
Investor Uncertainty –
Market Perception
Lags Data
24

25. Economic Uncertainty
• Lack of Capital to Finance – Locally
• Banks are ready but are looking for
1. Sufficient cash flow to service the debt
2. Management quality – experience in the industry
3. Collateral – most banks discount values
20% to 25% and will lend on the balance
25

26. Valuation Drivers
26

27. Factors That Affect Business Value
Factors that
Affect Business
Value
External
Business owner
can't really
change these
Internal
Business owner
can change
these and impact
business value
27

28. External Factors
INCREASE VALUE DECREASE VALUE
Access to Capital Capital Markets Shrinking
Strong Barriers to Entry Lack of Barriers to Entry
Expanding Industry Contracting Industry
Expanding Economy Contracting Economy
Shift in Consumer Preference to
Your Product
Shift in Consumer Preference
Away from Company Product
Access to Good Labor Pool Lack of Qualified Labor Pool
28

29. Internal Qualitative Factors
INCREASE VALUE DECREASE VALUE
Experienced Management Weak Management
Strong Sales Culture Weak Sales Culture
Cross Trained Employees Lack of Cross Training
Systems and Processes Weak Infrastructure
Intellectual Property Lack of IP
Organized Up to Date Financials Poor Accounting
Good Location / Appearance Poor location/ Appearance
29

30. Internal Quantitative Factors
INCREASE VALUE DECREASE VALUE
Annual Increasing Sales Declining Sales
Strong Gross Margin Declining GM or Below Industry
Diversified Customer Base High Concentration
Strong Financial Ratios Weak Financial Ratios
Good “ISOTIF” Poor “ISOTIF”
Low Employee Turnover Rate High Employee Turnover Rate
Recurring Revenue Stream Non-recurring Revenue Stream
30

31. Increase the Value!
31

32. Internal Qualitative Factors
INCREASE VALUE DECREASE VALUE
Experienced Management Weak Management
Strong Sales Culture Weak Sales Culture
Cross Trained Employees Lack of Cross Training
Systems and Processes Weak Infrastructure
Intellectual Property Lack of IP
Organized Up to Date Financials Poor Accounting
Good Location / Appearance Poor location/ Appearance
32

33. Keep Score!
• That which gets
measured gets
better!
• Manage to the
numbers
– USE A BUDGET!
33

34. Keep Score!
• Remember you don’t take percentages to
the bank, you take dollars
• Use a simple scorecard to track high level
metrics
34

35. Actual Forecast Delta Prev Yr Delta Actual Plan Delta Prior YTD Delta
Total Revenue 1,321,847 959,180 362,667 1,087,529 234,318 13,277,115 12,737,074 540,041 13,170,405 106,710
Direct Material 760,213 538,986 221,227 542,191 218,022 5,960,569 5,500,347 460,222 5,187,284 773,285
Direct Material % 57.51% 56.19% 49.86% 44.89% 43.18% 39.39%
Material Margin 561,634 420,194 141,440 545,338 16,296 7,316,546 7,236,727 79,819 7,983,121 (666,575)
Material Margin % 42.49% 43.81% 50.14% 55.11% 56.82% 60.61%
Direct Labor 82,227 73,519 8,708 140,023 (57,796) 1,014,840 899,184 115,656 1,392,765 (377,925)
Direct Labor % 6.22% 7.66% 12.88% 7.64% 7.06% 10.57%
Overhead 254,088 148,204 105,884 374,731 (120,643) 3,034,263 3,109,028 (74,765) 3,687,379 (653,116)
Overhead % 19.22% 15.45% 34.46% 22.85% 24.41% 28.00%
COGS 1,096,528 760,709 335,819 1,056,945 39,583 10,009,672 9,508,559 501,113 10,267,428 (257,756)
COGS % 82.95% 79.31% 97.19% 75.39% 74.65% 77.96%
Gross Margin 225,319 198,471 26,848 30,584 194,735 3,267,443 3,228,515 38,928 2,902,977 364,466
Gross Margin % 17.05% 20.69% 2.81% 24.61% 25.35% 22.04%
SG&A 124,399 123,970 429 121,253 3,146 1,146,916 1,261,190 (114,274) 999,389 147,527
SG&A % 9.41% 12.92% 11.15% 8.64% 9.90% 7.59%
Operating Income 100,920 74,501 26,419 (90,669) 191,589 2,120,527 1,967,325 153,202 1,903,588 216,939
Operating Income % 7.63% 7.77% -8.34% 15.97% 15.45% 14.45%
Net Inc 130,592 108,839 21,753 (86,599) 217,191 2,125,527 2,000,078 125,449 1,923,589 201,938
Net Income % 9.88% 11.35% -7.96% 16.01% 15.70% 14.61%
For the Month of December 2013 Year to Date
Financial Scorecard
Division Financials for: XYZ
Keep Score!
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36. ITW Acquisition Criteria
1. Do they have a great brand?
2. Do they have a great product that
we can improve?
3. Do they have good management
talent?
4. Single digit operating income with
material margin greater than 40%?
5. Is it “80/20-able”?
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37. What is “80/20-able”
• Pareto Principle
• ITW’s fundamental principle
• Four Steps to 80/20
– Simplify Your Business
– Separate Unlike Divisions
– Align the Minimum Resources for each
division
– Streamline the Processes (get really good)
37

38. Simplify Your Business
Most businesses have too many…
Customers
Products
People
38

39. Know Your Business
Quartile Customers % of Revenue
1 1-25
2 26-50
3 51-75
4 76-100
39

40. Know Your Business
Quartile Customers % of Revenue
1 1-25 89%
2 26-50 7%
3 51-75 3%
4 76-100 1%
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41. Business is Out of Balance
Quartile Customers % of Revenue Effort / Overhead
1 1-25 89% 25%
2 26-50 7% 25%
3 51-75 3% 25%
4 76-100 1% 25%
41

42. Separate Unlike Businesses
• Segment the business to understand
where you make money and where you
lose money
• Hire champions for each segment and
incentivize them
• Create strategic plans around each
segment
42

43. Align Minimum Resources
• Direct resources to growth segments
• Only give the segments what they need
• Consider ways to expand your capacity
without adding resources. Remember:
EBITDA x the multiple = Price
43

44. Now Get Really Good!
• Streamline processes and systems
• Lean
• Six Sigma
• Kaizen Blitzes
• USa
44

45. Get the Business Ready For Sale
45

46. Top Deal Killer - The Gap
• Understand your numbers
– What you would like
– What you think your business is worth
– What the market suggests your
business is worth (baseline business
valuation)
– The value drivers you should focus on
to build value
46

47. Assemble Your Team
• M&A expert
• Tax accountant / CPA
• M&A Attorney
• Owner / CFO / HR Director
47

48. Get Your Books In Order
• Accurate Monthly Closings
• Clean up your inventory
• Collect or write off past due accounts
• Identify unrecorded liabilities
• Level of Financial Reporting
48

49. Prepare for an Emotional
Roller-Coaster
• Six month to 18 month process
• Timelines
• Try to keep emotion out of the process
• Run your business!
49

50. Protect the Fort
• Can’t take your eye off the ball
• Over-serve your best customers
• Protect your intellectual property including
your best employees (non-compete
agreements)
• Be careful with new equipment
50

51. Keep it Confidential
• Only key members of the transaction team
should know
• Use non-disclosure agreements
• Rumors of the sale can impact your
business negatively
51

52. Conclusion
52

53. Summary
• It’s never too early to position your
company for a sale
53

54. Summary
• Buyers will purchase your company
based on its ability to generate future cash
flows
54

55. Summary
• Fix your business today because a buyer
will buy it for less and then fix the
business, you just won’t get paid for it
55

56. Questions?
56

57. Martha L. Sullivan, CPA, CM&AA
Partner, Chief Operating Officer
Smith & Gesteland, LLP
608.828.3121
martha.sullivan@scgpa.com
Heather Schommer,
Strategic Advisor - Profit Enhancement
Solutions
Smith & Gesteland, LLP
608.828.3149
heather.schommer@8020-solutions.com
Theresa Zeidler-Shonat
Business Valuation Manager
Smith & Gesteland, LLP
608.828.3154
theresa.zeidler-shonat@sgcpa.com
57

58. NEXT WEBINAR
AUGUST 12, 2014
DIRECT COSTING TECHNIQUES
WWW.SGCPA.COM
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