Quality of Earnings Part 1: Revenue Traps

This will be the first of several columns on quality of earnings. While a formal, third-party Quality of Earnings Study is more often seen in mid-market transactions, even small business owners should be aware of the factors that can cause discounts to a selling price long after they thought it was settled.

There are few things as exciting as receiving a Letter of Intent to purchase your company. It may specify a dollar amount, or (as often happens with Private Equity Groups or PEGS) it may set a target range for a price based on multiples of profit. The exact profit, or earnings, that will be multiplied to calculate the price may seem obvious to you, but you shouldn’t be too sure.

Every letter of intent has a clause subjecting the transaction to due diligence. Most sellers are unconcerned about the diligence process. They’ve run a clean set of books. The assets listed on their tax returns are present and accounted for. Revenue and expenses are recorded accurately. A quality of earnings study, however, will look deeper than that.

We’ll look at earnings quality as it is affected by revenue, expense and cash flow factors. First, we will look at revenue-related issues.

Customer concentration

The first, and often the biggest item affecting purchase price is the presence of one or more key customers, without whom the business would have to downsize its operations. Just as stock pickers look at a public company’s beta, or risk factor, large customers are the chief beta influence on the value of privately held businesses.

A single customer who accounts for 10% of your business may not warrant a price discount, but one who controls 20% or more of your revenue almost certainly will trigger renegotiation. You may have a decades-long friendship with that business, but a buyer has little confidence that he or she can maintain the same relationship.

Instead of accepting a discount, you may want to offer your services in transitioning the account. Consider making some of the original price contingent on a an agreed measurement for a successful transfer.

Revenue by line or service

Most businesses do or sell more than one thing. I see this when we try to assign a National American Industry Classification System (NAICS) code to a client for valuation purposes. Many companies sell a product, but also offer service and repair. Some provide skills in several similar, but different industries. Others may have entire departments or divisions that work almost autonomously.

A quality of earnings study (their practitioners don’t call them “audits” although almost everyone else does), will parse revenue and profit by line of business. If 75% of your employees are engaged in something that provides 30% of the profits, you may be looking at another attempt to reduce the purchase price.


This area has two components that are subject to due diligence; where you have contracts, and where you don’t.

If you don’t have written agreement with both vendors and customers, expect more strenuous examination of those relationships. How are price changes handled? What if the other party unilaterally changes payment terms? Do you carry inventory that is for a specific account, without any guarantees that it will be purchased? Can your right to distribute a product be terminated without recourse?

I was recently given the opportunity to prepare a family business for a third-party sale offering. It made white-label commodity products, and owed 75% of its revenue to one, publicly traded customer. That customer had given them orders consistently for the last 40 years, but refused to sign any agreements, project future needs, or buy in any way other than one P.O. at a time, as needed. I declined the engagement.

If you do have contracts, expect them to be examined diligently (thus the term) for dangers. While specific purchasing terms are desirable in any agreement, look them over before you start the sale process. See if they should to be updated to reflect current practice. Often conditions and processes have changed by verbal agreement, but that can be tough to explain to someone who is holding a contract in hand that doesn’t match your actual business relationship.

Contracts with public entities or large corporations may also have “change of control” provisions. These call for cancellation or automatic rebid of the business if the supplier changes. In some cases this is a key reason to consider a sale of stock, rather than assets.

First revenues, then expenses

Whether or not your buyer gets a professional quality of earnings study, these are factors that will trip you up in the due diligence process. Next time we will look at how recorded and unrecorded liabilities affect a purchase price.

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After the Exit; “Nothing Will Change”

“Nothing will change.” It is almost de rigueur for an acquirer to include that in his or her opening comments to the incumbent staff of a just-purchased business. Sometimes it is the seller’s attempt at making folks feel better. “Don’t worry. They promised me that nothing will change.”

In the moment, it seems like a calming thing to say, a confidence builder for the employees who have just been informed that they have a new boss. In the long run, it can cause more problems than it solves.

Everything Changes

In any company, change is ongoing. Employees are asked to learn additional skills. Systems are upgraded. Procedures are rewritten. People are promoted or terminated. Customers leave, or (hopefully) big new accounts with new requirements are landed.

No experienced business owner in his or her right mind would ever promise employees that “Nothing will change.” Change is part of the landscape, and adjusting to it is inherent in keeping the business growing and relevant. Employees accept that fact unconsciously, because it’s always been part of the landscape.

Of course, when an acquirer says “Nothing will change,” he means today. There will be new procedures. New reporting relationships will have to be worked through. Software will be modified, or even discarded for the acquiring company’s preferred systems. And eventually, some employees will be promoted or terminated based on their ability to accommodate those inevitable changes.

“Nothing will change” is a license for employee dissatisfaction. They have to learn a new telephone system. (“He lied. This is a big change.”) All invoicing will be done through the central office. (“She lied. This is a massive change.”) Job descriptions and incentives will be adjusted to match the parent company’s. (“He lied. Everything is changing!”)

Demystify Change

The appropriate soother for acquisition anxiety is the truth. “I know this is a big change. You’ve faced great changes in this company before (get some examples from the seller) and your ability to adjust and succeed is what makes us so excited to be teaming up. We’ll take things slowly to start, and work with you so that our integration will be as painless as possible.”

There are no magic words that can completely eliminate employee concern. Dealing with it by promising something that isn’t true is just incurring a long-term cost for a very short-term benefit.


Posted in Building Value, Exit Options, Exit Planning, Exit Strategies, Incentives, Leadership, Life After, Managing Employees, Selling a business | Tagged , , , , , , , , , , , , , , | 2 Comments

2 Responses to After the Exit; “Nothing Will Change”

  1. John Hyman says:

    Yeah, and I promise to spend the night! This is a terrific observation and the counsel to be upfront and smooth the anxiety is spot on.

  2. Marsha Kelly says:

    You tell the truth. Things should change when a business is sold so it can grow on to new heights, in new and different ways. http://best4businesses.com/legal/legalzoom-referral-code-review/

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Exiting a Family Business: Three Questions

Transitioning a Family Business has special issues. This interview was reprinted last week in the newsletter of Steven Bankler, CPA.

We asked San Antonio business consultant John F. Dini, one of the nation’s leading experts on business ownership and exit planning, for his advice on handing down the family business. As the author of Hunting in a Farmer’s World, Beating the Boomer Bust and 11 Things You Absolutely Need to Know About Selling Your Business, Dini literally “wrote the book” on succession planning. He recommends that Baby Boomers and other business owners with an eye on retirement carefully consider the following questions.

What will your role in the company be?

Dini says that many owners “hand off” their companies without a real succession plan, especially when the business is destined to stay in the family. In those cases, ownership is often passed on while control remains—officially or unofficially—in the hands of the original owner, which can cause significant problems.

“Discuss what you want your level of activity to be, and what your successors think it should be,” he advises.  “Keeping your old office, or showing up every day to ‘just check on things,’ cripples your successor’s authority and ability to implement his or her own vision for the business.”

Is your successor ready, willing and able to handle change?

Many second-generation owners are indoctrinated to run the business exactly as they were taught.  However, as Dini points out, that may not be the best course of action.

“Markets, products and technology evolve,” he says, recommending that you consider: “Is your successor ready to adjust to changes in the business? Does he or she have any experience in dealing with major disruptions, such as the loss of a key customer or employee?”

Also understand that you cannot replicate your own mix of skills and talents in a successor, especially when it comes to the experience and “battle scars” you’ve gained along your entrepreneurial journey.

“It’s often impossible to train a successor as a ‘utility infielder’ who can handle finance, operations and sales,” Dini explains. “If key employees are critical to supplement certain areas of running the business, they should be included in a family business succession plan with long-term incentives for retention.”

Does the company have the financial strength to thrive without your personal signature?

“As a family business expands, an owner’s ability to personally guaranty its liabilities usually grows with it,” cautions Dini. He recommends taking an honest, comprehensive look at how your departure will affect finances from both the business and personal sides.

“Can the company maintain necessary credit facilities if you don’t back them up? If not, consider talking to your bank about how to limit your exposure,” he advises. “Many parents have lost their savings because they stopped watching the business until the calls started coming from its creditors.”

Succession in family businesses is often a balancing act between the desire to give the children appropriate freedom to run the company and protecting the assets of the parents. Planning should encompass timing, authority and financial responsibility, with all parties agreeing on the parameters.

Do you know the owner of a family business? Please share!

Posted in Exit Options, Exit Planning, Exit Strategies, Leadership, Strategy and Planning | Tagged , , , , , , , , , , , | 3 Comments

3 Responses to Exiting a Family Business: Three Questions

  1. David Basri says:

    I have read these columns for years. Enough with the exit planning already. Most of us are out here trying to succeed, not leave,

    • John F. Dini says:

      Thanks David. I know you’ve been a loyal reader for years, and I appreciate your comments. They’ve always been well-considered and erudite, if not necessarily in agreement with mine!

      I guess you missed my post on February 12th. I read somewhere that “A particular strength is using a variety of technologies to bring separate systems together into a coherent solution.” In my case, I was fielding requests for articles and speaking on multiple topics, blogging on a variety of subjects, developing planning tools for advisors and consulting on ownership transitions. Too much work for diffused results. It was time to get focused.

      I’d hate to lose you, but exit planning is what it’s gonna be…

  2. Ron Bento says:

    Wow – good article and good comments in response. Exit planning is very similar to planning a football game. One can not just field a team and see what happens if the intent is to win. One must anticipate the opponent. Plan and execute a play script at the start to see if your player skill and play strategy can adequately defeat, and with how much difficulty. Personally, I really enjoy reading about exiting regularly because it is practice. I remember Coach Lombardi mostly for saying, “It is not practice that makes perfect – it is perfect practice that makes perfect.” This is how we succeed today – by anticipation of and preparation for the leave.

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Exiting a “Time and Place” Business

“The purpose of middlemen in the marketplace is to provide time and place utility.” I remember the light bulb going on in Economics 101 when my professor said that.  Suddenly, I understood the concept of added value. Someone had to get the product to the customer.

“After all,” the professor continued, “The footwear manufacturer in Massachusetts can’t sell a pair of shoes directly to someone in California. They can’t manufacture and handle thousands of customers. It would be a nightmare, and completely unprofitable.”

The fact that Massachusetts was still known for shoe manufacturing gives you some idea of how long ago this took place. So long ago, in fact, that Zappos wasn’t even a word yet.

The independent shoe retailer gave way to the department stores. In turn their shoe business was decimated by the specialty chain retailers. In fact, most shoe departments in Macy’s and others are actually chain operations within the store. Shoe sales moved into sporting goods stores and discounters. While the industry shifted multiple times, they all still provided time and place utility.

Then came the Internet. Now the manufacturer can sell directly to consumers. In fact, they can eliminate several layers of middlemen, along with the mark-ups.

Lately my area has been swamped with billboards saying “Mattress Dealers are Greedy. TN.com.” TN.com turns out to be Tuft and Needle, a direct selling (via Internet) manufacturer of mattresses. Their pitch is based on eliminating the middlemen. They have diagrams for their supply chain (From us to you.) on the website, along with a list of the markups in the “other guys” logistic chains.

Providing time and place convenience to consumers is challenging when your competitor’s time offering is 24 x 7 x 365 and the place where they purchase is their own home. Even when you need something “right away” online vendors will deliver in as little as two hours.

Last December my wife went out early on a Sunday morning to, “Pick up a few last gifts in time to ship them.” She returned an hour later, empty-handed. “This is ridiculous,” she said. “I’m going to finish my shopping on the Internet, and have all the gifts shipped for me.”

There’s an additional issue when it comes to selling time and place businesses. Many of the new generation of business buyers, the Millennials, value their personal freedom above financial opportunity. They have little interest in coming in early to open up, or staying late to close. Skipping the Thanksgiving family dinner to prep the store for Black Friday is a non-starter.

If you are hoping that I will reveal the secret sauce for perpetuating a time and place business, I’m afraid I’ll disappoint you. There is no magic formula aside from the age-old wisdom of differentiation and service.

Beating Time and Place

My friends at Digital Pro Lab in San Antonio are an excellent example of adjusting to change. What could be more outdated than a drive-up 30 minute film developing shop? What was formerly an epitome of time and place convenience (pictures in a half hour without getting out of your car), has become almost a caricature of “old school.”

Technology has shifted from celluloid film to digital. “Developing” now consists of uploading the files from your phone to a mega-printer who mails 8×10 prints overnight for less than Digital Pro’s cost. The photo chains, Ritz Camera, Fox Photo, and Wolf Photo are all gone, crushed by those “mail order, ” or perhaps more properly “email order” houses.

Digital Pro has survived (and thrives) by their differentiation and service. The large, bright showroom is full of computers where they can show customers the effect of adjusting color balance or editing. They can print your lifetime memories on almost anything, from a key chain to a large metal panel. They can still give you prints made with permanent liquid ink, not the water soluble powder used by most printers.

In addition, they can do all of this online because they’ve invested in the technology necessary to keep up with the “convenience-based” competitors.

As the cost of digital printers fell, professional photographers invested in their own machines. Digital Pro Lab has replaced their business with consumers who want to discuss their special moments, choose how to preserve them, and hold the results in their hands before they pay.

In an industry where the number of time and place based outlets has fallen by over 90% in the last decade, Digital Pro Lab has beaten the big boys with product differentiation and service. When the time comes for planning an exit, they will have options.

Do you know a business owner who will be exiting in the next ten years? Please share Awake at 2 o’clock!

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The Unsellable Company

What does an unsellable company look like? Some business brokers will assert that there is a buyer for any business. That may be true, but historically four out of every five small businesses listed for sale fail to sell.

In this post I am specifically discussing profitable Main Street businesses. That is loosely defined as those valued at under $3,000,000. “Small” doesn’t necessarily refer to size. Some low margin businesses, such as those in distribution of commodity products, could have revenue well into eight figures and still be not command a $3 million valuation.

Others, like those with proprietary software, might have a few million dollars in revenue and be snapped up by a strategic buyer for an eight figure price.

The buyers for most Main Street businesses are individuals who are seeking a livelihood. They usually have never owned a business, and are betting their life savings on the venture. It’s not surprising that they are nervous.

The price ceiling on defining a Main Street company is based on the projected ownership. Simply put, if a business’ principle purpose is to provide an owner (or perhaps a few owners) with a decent standard of living, the ceiling on valuation is based on what the company’s cash flow can support in owner salary, debt service and ROI on the down payment.

To see if your presumed value supports these three requirements, try the Valuation Sanity Check at http://yourexitmap.com/exit-planning-valuation-sanity-check/.

Just because your cash flow justifies your price however, doesn’t mean your company is saleable (or as my Canadian friend John Warrillow writes it in Built to Sell, sellable.) There are still a number of reasons why a solidly profitable business may not find a buyer.

Owner Centricity

Simply put, the whole business revolves around you.  A buyer’s due diligence keeps running into you at the end of every question. How do you do this? (Ask Bob.) Who are your most important customers? (Ask Bob.) What discounts are available from your suppliers? (Ask Bob.) You get the picture.

Even if you have excellent processes, duplicable talents and widespread delegation, an owner who personally holds the professional license needed to legally operate presents a similar issue for a buyer.

Customer Concentration

Some small businesses are very good at what they do, but luck always plays a part. If you’ve grown by depending on one customer for over 50% or your business, or a handful of customers for 80%, expect individual buyers to shy away.

Long term relationships are great, but if they aren’t documented don’t expect them to carry much weight in a valuation. It’s one thing to be proud of doing business on a handshake. It’s another to bet your life savings on one.

Uncertain Revenues or Margins

If you have to explain your tax returns with “We have some good years and some bad years,” you will have a problem attracting buyers. They don’t have your confidence that a bad year will be followed by a good one. If they are committing their retirement savings to the purchase (which is often the case) they are worried about having the financial stamina to withstand a dip in sales.

Similarly, it you are regularly buttressing your revenues with cuts in margin through big discounts or volume deals, it will be perceived by a prospective buyer as regularly having to “save” the business.

You may have steadily increasing revenues and profits, but companies that bid, or have to submit proposals for each job, strike fear into the hearts of inexperienced buyers. They have nightmares about failing to win another job from the day they take over.

Contracts help with this, but they often aren’t enough. I worked with one buyer whose offer was based on the revenue stream from each existing contract until it expired. He wanted to be made whole for the purchase price even if he proved unable to ever land another big customer.

The Unsellable Company

If you recognize your business as having any of these traits, you have three choices when it comes to exit planning.

You can sell the company to employees who understand the constraints of the business and are comfortable with them. You can list the company for sale anyway, and hope that yours is among the 20% of enterprises for whom the right buyer can be found.

Finally, you can implement a plan to eliminate the obstacles to a sale.

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