Case Study #25: Leaving Money on the Table

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Leaving Money on the TableNathaniel Broughton started Spread Effect in 2010 and sold it in 2014.  Spread Effect was a content middleman. In an era in which content is increasingly king – be it video, audio, or text, Spread Effect helped companies and agencies who wanted content placed or produced do so by working with an extensive network of publishers, featuring everything from travel, to sites about entrepreneurship, to the classic “mommy blog.”

The Business Model

By the time he sold it, he had grown the company to $4M in annual revenues.  The margins were between 18-25%, and while the operations were lean, they were generally intense.  There was maintaining the database, which involved keeping up with software and usability between the different publishing sites that Spread Effect had access to.  There was also the team of representatives who not only maintained relationships with publishers but did outreach to gain new ones.  Most importantly, there was the writing and producing of content itself, which was the most expensive part of the business, especially since the company framed itself as featuring premium content, not the type that you can get on Fiverr or Upwork.

Next Steps…

Nathaniel was happy that he had a functioning business model, but it began to dawn on him that the margins were fairly fixed, and while he was operating in software, the business couldn’t scale like software.  This was because there was really a lot of human grunt work involved that couldn’t be automated or turned over to AI. There was also the limited number of publishers. Even if he should want to scale up the team to handle more work, it would mean the need to find a significant number of new publishers, and there is a limit, even on today’s seemingly infinite internet, of quality websites producing quality content.

Nathaniel realized that if he ever wanted to sell, he would have to find someone who was interested in buying the company in its present state as a lifestyle business, or an entity who wanted to use the database (and his team) as part of something bigger that they were already doing.

Already Moved On

While he was coming to this realization, Nathaniel was already consulting with a private equity firm and was helping to do acquisitions.  In his heart he had already moved on, and as such, lost any desire to hold out for a potentially long sales process.  He priced the business “cheap” (in his words) at only one times net income, when he could easily have gotten 1.5 or maybe 2 times, because he was focused on something else.  The company sold right away, and some who learned about the sale later on told Nathaniel they would have easily paid more, if only they had even known about the opportunity.

Lessons

  • When you choose to sell a business quickly, you often necessarily sell it cheaply, and leave money on the table that you could otherwise have kept.
  • As such, make sure that you have an exit strategy that doesn’t rely on you as a single point of failure or decision so that you can get more money when you exit.
  • While there are some people who manage multiple companies, and do so well, many of us lose focus (and profitability) when splitting energy.  Sometimes, like Nathaniel, we have to make a decision that causes short-term pain but may have long-term benefits. If you constantly begin with the end in mind and continue to refine that end as you build your business, you won’t be caught off guard by a loss in focus or energy, in whatever businesses you are building.

 

Key Questions to Ask Any Seller

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QuestionsAs brokers, we don’t often have to prompt buyers with questions to ask sellers.  They often come with their own lists, developed from curiosity and perhaps articles like these.  While each broker has different questions they like to ask sellers, there are a few that everyone who is interested in buying a business should ask.

Why?

There are many answers to why someone wants to sell their business, and there isn’t really any “right” answer.  There may be some “wrong” ones, though. There may be changes in the market which may make the future seem less bright for the industry.  There may be staffing issues. Perhaps a new competitor has moved in and sapped the last of the owner’s resolve. These are “wrong” only insofar as they aren’t the best reasons for the seller to sell.  But they represent great opportunities for the opportunistic buyer who has his/her eyes open but is also willing to put in the work if the business isn’t being handed over in ideal circumstances.

80/20 Rule

Tim Ferriss popularized and put into business context what had previously been known only to scientists and researchers as Pareto’s Principle: what are the 20% of activities that lead to 80% of the business income?  Or framed another way: what 20% of customer service issues take up 80% of your time?  There are many ways that a functioning business deals with these ratios. An informed seller has thought through these implications, though perhaps not in this ratio, and should be ready to give some answers (and corresponding strategies) to this question.

Staff

What is the cycle of acquiring and keeping good staff?  All seasoned business owners know that even the best, most aligned employees can move on after a number of years of good service. But there should be a history of employment that can give an incoming owner a roadmap to acquire new staff should the current employees move on with the outgoing owner.

If Not This, What?

If you didn’t sell the business, what would you do for the next two years?  Again, this might give you more insight into the personal life of the seller than the business, but good chances are that you’ll see an indication of either continuing on or push for growth.  If a business is in a position to sell, that means it’s healthy enough to support (or adapt to) an owner’s desire to work in more of a relaxed, lifestyle capacity or his/her desire to double or triple down and grow the business.  Follow up questions of why in either of these veins should give great insight into the fundamentals of the business.

The Daily Challenge

It’s often said that some business owners go to sleep with their businesses in their mind and wake up to those same thoughts first thing in the morning.  Even if a seller doesn’t think about his/her business this way, there’s a fundamental challenge to running the company. What is the most challenging aspect to running this business on a daily and ongoing basis?  The answer to this question should go right to the heart and mind of the potential buyer: do I have what it takes to do this?  Or even better, am I perfectly qualified to do this?

Now, enough of the questions, you might say, how about some answers?  We’ve got plenty of those here at Apex. Give us a call and give us a chance to answer!

Real Estate Gives You More Options

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Commercial Real EstateOne of the challenges we sometimes face in putting together the sale of a business is real estate that is intertwined with the assets of the company.  Sometimes that’s the perfect way to run your company and you shouldn’t change it. Other times, the circumstances are such that rearranging things would be too costly and ineffective.  But given time, deliberation, and good advice, you can use the real estate that’s involved in your business to great advantage.

Control the Lease

We can tell you that we’ve seen deals that were on the way to the bank crash and burn because of mishandled landlord/lease situations.  This is why a lot of businesses situated in key real estate will seek to acquire the property and hence control the terms of the lease themselves.  Depending on how the property is being acquired (perhaps it will be with partners who are unrelated to the business) it could make sense to form an entity not related to the company that you’re operating so that there is a separation of assets, yet an alignment of interests.  By creating a different business entity, you’ve not only created a smart hedge against changing market conditions – either for your business or for real estate – but you’ve simplified a possible future sale of the business for a buyer.

Sell Either

The reason separating your real estate from your business makes things simple is that it provides more options.  You are free to, at any time, sell only the real estate and not the business, or only the business and not the real estate. Such a move allows you to take some money off the table right away while still watching how things play out.  It also means that a buyer interested in relocating the business can do so, since he/she no longer has to commit to buying real estate with your business.

Sell Both

But you may have an acquirer who seeks to have the same comfort you’ve had in owning these separate entities.  Because you’ve taken the time to separate them and keep them separate via responsible bookkeeping, accounting, and timely tax filings, now the real estate no longer becomes an “of course” part of the sale, but an option that can carry a premium.

There are many times in business when someone will say in retrospect, “I wish I had done it that way the first time.”  We know that business doesn’t always happen the way that it’s described in business books (or even blogs!) but real estate is one of the oldest and smartest forms of investment.  There’s every reason to put it to work for your business as a partner, in a separate entity.

We have a lot of real estate experience in our offices.  Give us a call to see if we can help offer some advice on your situation.

Why a Broker Will Take Your Listing

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AcceptedIn previous articles we’ve discussed different certifications that brokers can possess, and we’ve also offered many profiles of our team here at Apex.  But sometimes sellers can forget that there’s a “good fit” process to our work here as well.  We’re looking for the right type of sellers, not just anyone with a business and desire to cash out.  Below are a few things we look for when meeting sellers we consider representing.

Reasonable Chance of Sale

There are many factors that influence whether a business will sell.  The first, and most important, is proper pricing, which often comes through a professional valuation.  Many times we find that a business is overpriced, not just because of unrealistic ideas from sellers about what they are “entitled” to, but because the financial statements feature too many owner benefits that need to be accounted for in a different manner.

There are also other factors, like market conditions and the availability of financing that corresponds with those conditions.  But suffice to say that it’s very rare that we find a business with a reasonable chance of sale that doesn’t sell in a reasonable time.

Realistic and Committed Seller

Part of being a successful seller means knowing how much your business will sell for and how long it might take.  But another part of being successful is being committed to the work. There are so many things that go into pulling off a successful sale, but at the heart of it all is communication.  Successful sellers don’t disappear for days at a time, or leave emails with a lot of “to-dos” sitting in their inbox.

Sellers know that businesses don’t sell themselves and that even mildly interested parties will want a fair bit of information.  They don’t assume that a broker is working “for” them as an employee, but rather “with” them as a very experienced colleague who has been to this dance many times before. Perhaps most importantly, they have the humility to say “I don’t know” or communicate fears and challenges that they have.  We can’t help or fix what we don’t know about.

General or Specific Fit

As we’ve said before, we have literally decades of experience selling hundreds of businesses in our office.  While we may not have sold your specific type of business before (though that’s pretty unlikely), we’ve certainly sold the same size in revenue, or dealt with that industry, or have a list of qualified buyers who have told us to contact them the next time such-and-such a type of business in a certain price range comes up.

We have the right brokers to fit your every need. We as brokers are looking for these good fits ourselves, as we know that will make a sale not only easier, but more enjoyable.

If you’re committed to selling your business and have a realistic sense of what it can go for (or would like to find out), give us a call.  We’d love to help.