By Terry McGill
Exiting your business is a hot topic for many owners that seems fairly simple at first glance. You start your firm, let it grow for 25 or 35 years, and then sell it to someone while you quietly walk into the sunset with a pocket full of cash.
But the reality is more complicated. When you started your firm, it was unlikely you were thinking about what you needed to do to sell in the future. And you might have assumed that there would just be someone to buy your firm at your price when you were ready to sell. That’s not always the case.
Let’s run through some of the things that you, as a court reporting firm owner, can do to make the whole process smoother.
The first question that we may ask is: How soon are you planning to leave your business? If you want out today and you started thinking about an exit last week, this is a different scenario than if you have been planning and engineering your firm for exit years in advance. Most of the time, owners have not planned ahead for the best possible exit.
When an owner exits a business, there are many, many considerations to be taken into account. Here are a few questions you should think about:
- What is my firm actually worth to an outside entity?
- How would a deal be structured if I were to sell?
- Is the buying firm a cultural fit with my existing firm?
- What will happen to my staff and reporters?
- Will my clients be treated in the same way that I have treated them through the years?
You may have even more questions, but let’s start with these.
What is my firm actually worth to an outside entity?
Unfortunately, it might not be as much as you think. Most owners want to be compensated for the years spent building their firms. Instead, the market is concerned with evaluating a firm’s value, usually using something called the EBITDA (earnings before interest, tax, depreciation, and amortization). An interested buyer will probably offer a multiple of that number to come up with a value that he/she is comfortable with. Both parties should consider many factors when coming up with a deal.
How would a deal be structured if I were to sell?
The structure of one deal can be different from the next. There isn’t a standard deal structure. If you are offered $1,000,000 for your firm, that $1,000,000 can be paid out in many different ways over a period of time. It may be in an upfront payment, or a smaller portion may be given at the beginning with the remainder being paid out over a period of time (for example, three to five years) to the owner. There may also be certain levels of revenue and earnings that are a part of the deal that could affect an owner’s payout over time. The main point here is that deals are created differently and structured differently based on an acquiring firm’s goals and directives.
Is the buying firm a cultural fit with my existing firm?
This is a valid question and concern for any owner. It’s important that the firm being acquired and the firm acquiring it are a good cultural fit; that is, they should have similar values. It’s to the benefit of both firms to explore this issue thoroughly. A transition to new ownership should be as seamless as possible — to benefit the staff, reporters, and clients. Many deals have gone off the rail because there wasn’t a cultural fit and similar mindsets moving forward. This is one of the reasons due diligence on both sides is very important to the acquisition or merger being a success. The financial aspect is extremely important, but the cultures should mesh as well and not be overlooked.
What will happen to my staff and reporters?
Again, this is a valid concern for an owner. You have built your staff and reporters over many years, and they have become part of your family. Most firms are respectful of current staff and reporters and are not interested in anything that would be disruptive to any potential acquisition of your firm. Your staff and reporters have helped build the firm to the point where an outside entity would be interested in acquiring your firm. It would not be to the acquiring firm’s advantage to make wholesale changes to the very people who contributed to the success of the firm. Having said that, other factors could affect the acquisition downstream.
Will my clients be treated in the same way that I have treated them through the years?
The clients are always a concern on both sides of an acquisition. They are the lifeblood of the industry. That’s one of the main reasons that the cultural fit is so important to ensure clients remain. An acquiring firm is taking risks because there is no guarantee that clients will continue to be clients. As owners, all of you take the same risk with clients every day. The client who is with you today is not guaranteed to be your client next month. Everyone in the industry understands the value of protecting the client base. This is an additional reason that due diligence is so very important in any exit strategy. Many of the potential negative issues can be avoided at the beginning instead of putting out fires at the end.
What we have tried to illustrate is that there is not a “one size fits all” type of deal. There are many different factors in many different areas to consider before you exit. Educate yourself as much as possible to ensure you understand the process and the components of the process before you move too far down the exit pathway.
Many owners are not prepared for all of the ramifications and, therefore, not ready to exit. If you are thinking about an exit, make sure you go into any potential situation as an informed and educated owner with the right questions.
Terry McGill is a small business consultant and managing partner of Strategic Business Directs. He assists court reporting firm owners with operational, financial, organizational, growth, marketing, sales, and exiting issues. He can be reached at terry@strategicbusinessdirects.com or 614-284-0846.
