Is my business sellable?

Alpamayo

Free Member
Feb 16, 2024
9
1
Hi, I am after some advice regarding a possible business sale and/or or the transition of my customers to a rival business.

Currently, I am the sole director of a corporate events business based here in the UK. I have been running the company since its formation in 2008 and the company had its peak sales between 2016-18 with a regular annual turnover during this period between £400-£500k and net profits (after all costs and tax) in the region of £80-100k annually. We employ no direct staff but use a network of regular freelancers and suppliers to deliver our projects, some on contracts, some on an ad-hoc basis.

As a business we have a number of long term customers. The majority of our customers we have worked with for over 10 years, a couple since the foundation of the business in 2008. These provide the bulk of our work, and we tend to pick up around 1 new customer a year, usually through existing contacts or recommendations. All customers are very large multinationals. Frequently our work involves international travel, long and unusual hours, weekends away from home etc. Our pricing is in line with the industry norm, perhaps towards the higher end in some scenarios, but this is reflected with the level of service we offer our customers.

Unfortunately Covid Lockdowns hit the business hard, as it did across the whole sector. Large, live, face to face events simply did not happen for most of 2020 and for much of 2021. Prior to that in 2019, customer uncertainty regarding Brexit also hit some of our regular European work. Sadly, we came out of lockdown with a business turning over just £40k in the 2020/21 financial year. Thankfully we had plenty of cash in the business to see us through, but cash reserves were heavily depleted.

We are recovering now, slowly building things up again and the turnover for 2023/24 is looking like it will be in the region of £200k with hopefully a net profit of £50k. The forecast for 2024/25 looks similar.

But there is a caveat to all of this. The sudden death of a good friend recently, combined with the birth of our second child has made me realise that life is short, and on balance, I think I would now prefer to spend less time working and more time with my family, to travel, sports & hobbies etc.

Running the business as a sole director, it has often felt like I can never fully switch off. There is always something to be done, and normally a number of projects running at any one time. And given the above goals, I am not sure if I want to sacrifice the time or have the drive these days to rebuild the business to the level we were at pre-lockdown. There are also other projects I am keen to kick off instead. I am thankfully in the fortunate position that our mortgage is all paid off (we have no debt). I also put a lot of the company’s spare cash over the years into a pension fund and my personal cash into other investments so that when I reach 55 and can access the pension, I should be able to retire, or at least take on some of the other projects, whether these generate income or not.

So the dilemma is what to do with the business?

I suppose I could just keep it ticking over for another 9 years, putting in minimal effort until I get to 55 and then close it. But I would probably still find myself in the same situation, with always a long list of things needing to be done. I could perhaps just close it down completely (which would be a shame), and pick up some lower-pressure consultancy, freelance or part time project work within the same industry to bring in an income that would easily cover our costs as a family. We prefer time spent outdoors in preference to material goods etc. so £40k annually should easily do it as our lifestyle is fairly simple.

Another option, and my preferred option, would be to sell the business to, or perhaps transfer our customers across to one of our current competitors. Realising some of the value in what we have, whilst also working for a year or two in partnership with whoever buys it, to help them develop their business and to transition my customers across. After years of being a sole director, mostly working from home, I know that I would really enjoy working as part of a larger shared-responsibility team again for a couple of years. It also means that with a team around me, I could enjoy my time off that little bit more – and perhaps for once, guilt free.

If I were to sell the business, I currently have three companies in mind as potential buyers, all of which I believe would be a good fit for my customers. But the question I have is where to start the ball rolling, how to make an approach (myself or via a broker), and how to potentially structure such a deal? All three companies seem keen to expand, but whether any of these would want to acquire another business to help them do so is an unknown.

As I am a sole director, I am integral to my business and therefore it is a given that there would be some sort of work out period while customers are transitioned (the relationships with our customers are mostly mine). I had in mind perhaps a 2 year work out for example, maybe working 3-4 days per week for the buyer. It is also a given that my business would be worth less than a similar business where the existing directors are easily expendable. Hopefully I am realistic about this.

Financially, I don’t actually need a huge sum of money from the sale. Since the lockdown in 2020 I have been paying myself a combination of salary and dividends of around £40k a year. We can live off this just fine. Any surplus has been going into the company pension scheme and helping to build back up the cash reserves (working capital) of the business. Hence for a 2 year hand-over, I would be happy to receive a lump sum of circa £100k after tax, plus say £40k per year for the 2 years work during the handover period (approx. £180k total over 2 years). This would allow me, once the transition is complete, to take a few years off work to travel with the family etc.

Anyway, I have the following questions which I would like some feedback on ideally, so I hope you can help:


How am I best to approach and get the ball rolling with potential buyers without revealing too much of my hand up-front.

Does what I am proposing sound a reasonable proposition for a potential buyer?

Would there be a more suitable alternative way of achieving the same end result, but perhaps structuring the sale and work-out in a different and more beneficial way than the option I have suggested?

If you were the potential buyer of my business, what potential concerns or questions would you have?

How could I best present the suggestion of such a deal in a way that made it the most attractive to a potential buyer, whilst giving me the outcome I am looking for?

Am I overestimating what is likely to be achievable, or on the flip side, selling myself short with the above proposal?


Thanks, and sorry for the very long first post, but I thought it important to share enough context so that it was clear what I am trying to achieve.
 

Alpamayo

Free Member
Feb 16, 2024
9
1
What sort of long term contracts do you have with your current customers that would be worth anything to a rival company
We generally have somewhere between £80k - £150k of advance project work for our customers (usually with PO's) in our schedule. This can be anything from 3-12 months in advance. At present we have commitment for £110k of future work, £90k of this we have a PO for from our customers, £20k of which we have been promised but are awaiting a PO.

No longer term contracts than this, e.g. multi-annual, although we do keep a small inventory of event stock in storage on behalf of our customers that regularly gets used, and of course if a customer has invested in us designing, manufacturing, managing and storing this stock, then it is always with the implied intention of re-use this over a number of annual events, and often these events get booked in a shorter notice. Anyone in the industry will be familiar with this.
 
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fisicx

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Sep 12, 2006
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@Alpamayo, if you walked away today would the business continue to function?

If the answer is yes then you have something that can be sold. If the answer is anything else then it's a job not a business.

The business needs to be in a position where you can be completely hands off and everything still ticks along.
 
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Ozzy

Founder of UKBF
UKBF Staff
  • Feb 9, 2003
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    My 2c worth.

    How am I best to approach and get the ball rolling with potential buyers without revealing too much of my hand up-front.
    Go out for a coffee and a chat with some of your competitors who hopefully you have built up a relationship with to have a candid conversation with. If you haven't built those relationships, start working on them now.

    Does what I am proposing sound a reasonable proposition for a potential buyer?
    I think it does yes, you realise the business needs you and a transition is needed and this will reassure a potential buyer that you are thinking this way.

    If you were the potential buyer of my business, what potential concerns or questions would you have?
    You will disappear before you have introduced me to all your contacts and assured your contacts that I'm great to work with and that this is good for them. I'll want to hold back some of the payment until you have completed this.


    To answer all your other questions, such as what prep work to do and building a basic 'data room' speak to your accountant about this and they should be able to help you. I don't think you need a broker.
     
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    Alpamayo

    Free Member
    Feb 16, 2024
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    if you walked away today would the business continue to function?

    This would apply to all small businesses to greater or lesser degree, but the answer is often yes as frequently whole projects are handled by trusted freelancers, sub-contractors and crew with a fairly minimal oversight from myself. I would estimate that the time I spend in the business is about 25% of the total time it takes to run & operate the business, with 75% of the total time put in by freelancers, sub-contractors and crew.

    I am aware that my sole-directorship does mean that the business is worth less than a comparable business where the directors could simply step away.

    But in reality in our industry, such is the huge reliance on long established customer relations, I have never heard of this happening where the directors just stepped away, and this is where a suitable hand-over period becomes key to manage those customer relationships and maintain trust.

    I have observed several similar scenarios in the past where the directors of the purchased business, still integral to that business, have a work out period for the acquiring company. And often benefit from the additional support, reach and profile of a larger company, plus greater economies of scale and leverage all round.
     
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    fisicx

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    I agree with the everything you said. But there is a reliance on you training up the new owners so the business can continue. Which suggests you aren't selling the business so much as handing over your list of contacts and corporate knowledge.

    All the freelancers who work for you may not want to be part of the new business. Or the new business may not want to work with your set of freelancers.

    As @Ozzy suggested, start talking to prospective buyers and see what they actually want to buy.
     
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    BusterBloodvessel

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    I think you have the right idea and there is some potential value in you transferring over the clients. This happened with a supplier of mine - somebody we used for our exhibition stand builds. Similar thing really where he mainly project managed and subbied everything out, had a small storage unit with some exhibition booth components to be reused.

    I can't actually remember if he announced that he had sold the business to, or merged it with, another - in either case he reassured me and all his clients that this was a great fit, a similar business pooling resources etc etc and he took some form of role there as Business Director or some such. Made sure we continued to use him and this new business for our next exhibition or two, got us nicely settled in with them - this could take a while as we might only do an exhibition every 12 months so needed to wait for the next one - and then as could be predicted a mile off, he quietly exited the business I think around 18 months later. I have no doubt it was a very similar agreement to the one you are proposing.

    I also concur with Ozzy, hopefully you have the kind of relationships where you can sit down over a coffee, give them an idea what you're thinking (just admit you're in a very early thought/ideas stage) and see if they have any suggestions or interest.
     
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    Alpamayo

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    Feb 16, 2024
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    I agree with the everything you said. But there is a reliance on you training up the new owners so the business can continue. Which suggests you aren't selling the business so much as handing over your list of contacts and corporate knowledge.

    The business I would be transitioning my clients to would be a competitor, and their existing staff and directors would need no training to take on my customers since they already do exactly the same as us - day in day out. So them buying my business, or clients, would be simply a way for them to expand their business, and acquire some new customers - all large and prestigious customers to have in your portfolio, and two of which are in the top 50 largest companies in the world.

    These sort of customers do not come easily (often various levels of bidding, pitching, procurement involved) and being a sole director business, we could have made far more from these customer relationships over the years if we'd have had the desire, resource and manpower. Something a larger buyer could more easily expand. They would also get the benefit of my expertise, my industry contacts, my time, and my knowledge of a very specific and expanding industry sector we are involved with for a period of time during the hand over process. What this is worth is up to the buyer I guess?
     
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    Alpamayo

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    Feb 16, 2024
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    I think you have the right idea and there is some potential value in you transferring over the clients. This happened with a supplier of mine - somebody we used for our exhibition stand builds. Similar thing really where he mainly project managed and subbied everything out, had a small storage unit with some exhibition booth components to be reused.

    I can't actually remember if he announced that he had sold the business to, or merged it with, another - in either case he reassured me and all his clients that this was a great fit, a similar business pooling resources etc etc and he took some form of role there as Business Director or some such. Made sure we continued to use him and this new business for our next exhibition or two, got us nicely settled in with them - this could take a while as we might only do an exhibition every 12 months so needed to wait for the next one - and then as could be predicted a mile off, he quietly exited the business I think around 18 months later. I have no doubt it was a very similar agreement to the one you are proposing.

    I also concur with Ozzy, hopefully you have the kind of relationships where you can sit down over a coffee, give them an idea what you're thinking (just admit you're in a very early thought/ideas stage) and see if they have any suggestions or interest.

    Thanks, appreciate your feedback and yes a fairly similar situation although our business has a degree of branding, strategic and creative oversight for our customers in addition to the exhibition/event project management aspect. We have a small office, all storage is handled by our sub-contractors depending where in the world it is likely to be required.
     
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    Alpamayo

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    Feb 16, 2024
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    My 2c worth.


    Go out for a coffee and a chat with some of your competitors who hopefully you have built up a relationship with to have a candid conversation with. If you haven't built those relationships, start working on them now.


    I think it does yes, you realise the business needs you and a transition is needed and this will reassure a potential buyer that you are thinking this way.


    You will disappear before you have introduced me to all your contacts and assured your contacts that I'm great to work with and that this is good for them. I'll want to hold back some of the payment until you have completed this.


    To answer all your other questions, such as what prep work to do and building a basic 'data room' speak to your accountant about this and they should be able to help you. I don't think you need a broker.

    Thanks, really useful stuff there. We are absolutely in it to do right thing by the buyer and by our customers to ensure that any transition is seamless.

    I have no direct relationship with the directors of our competitors (potential purchasers), other than being aware of them (as they will be of us), and occasionally pitching work against them which we have always won more of than we have lost.

    We have not been very good at networking in this regard and have been a bit insular in the way we have built the business, relying mostly on word of mouth. As I said above, we could have been far more self-promotional, we could have easily made more of our existing customers had we had the inclination, but I have always been massively conflicted between building a business and having time off to travel, do the sports I love etc.

    We do know a lot of the employees at some of our competitors though as I used to work with many of them, and we still see each other on-site from time to time.

    So how to approach this as it would be somewhat of a cold call? It seems risky to tell your competitors that you are thinking of throwing in the towel? Similarly would not want to reveal all of our customer contacts until such point there is a financial commitment involved.

    Any idea what it is I should look to request regards a 'data room' from our accountants? Not familiar with this term but assume it is just a financial snapshot of the business?
     
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    Alpamayo

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    Feb 16, 2024
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    How about a staged sale with one of your competitors ?

    Agree to work with them for an extended period of time for a salary whilst they pay you a premium on top for the business. If this is done correctly both sides would benefit.

    and you can choose how much you work and how much you need from the sale .
    Thank you, a good idea and will look into how this could work.
     
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    HFE Signs

    Business Member
  • Business Listing
    Your business defiantly has value, it really comes down to what you want to do. In a business like this I'd expect you to be able to achieve 3-5 times Ebitda if you can put a case forward for growth. It might be better to get a few years of growing accounts in hand first if you can wait.
     
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    IanSuth

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    Another option only you will know the viability of is do you have a financially able and trusted subbie who manages some of your events currently who might be interested in a staged buyout / earn out

    They would already be known to some customers and an easy sell to the others plus simpler to arrange if they are somebody you already deal with
     
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    Was the £50k profit before or after you took money out/got paid?

    You have a classic near virtual business, where you call in resources as you need them, which is a great, low cost way of doing things - well done.

    Can you find someone to help take the pressure off you, with a longer term view of passing/selling the business to them?
     
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    YuriyZaletskyy

    Free Member
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    Jan 12, 2024
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    The following are some strategies to assembling your small business available.


    If you don’t know anyone in the market - reach out to them and see whether they have any interest in buying before saying hey I’m selling this business. Now is not the time to talk about multiples or valuations. Potentially hire in a business broker at this stage to help the discussions - they will help set a fair valuation on your business and negotiate for you effectively. Put together information memorandum - basically a nice sales brochure on your business, full of nice pics and highlights of what your business does, has done historically and your future growth priorities. Clearly, this needs to be shared under a traders agreement (NDA). I suggest the following terms as the starting point for negotiation. Be mindful that there may be some back and forth here.


    Seller financing or earn-out agreement


    The buyer would buy my business because of the revenue, margins, growth rate, and the steady nature. Some of the concerns of the buyer would be; High level of customer concentration during transition Customer attrition during changeover Limited management team in place now Your initially proposed deal structure seems reasonable to me. Downside Protection: Unutilized Line of Credit Receipt of Earnest Money I realize that you want to rely upon my business to support the earnout payment. As of now, I find that generally acceptable. I realize that you would want to include a penalty if customers dropped significantly more than they have historically dropped during a certain period. I don’t have a huge problem with that but let’s define the terms of that and what would be a reasonable indicator of a serious problem. I would want to make sure that if the dealers change their buying habits and I am unable to overcome that then that doesn’t impact my earnout payment.
     
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    SillyBill

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    Makes a nice change to have a realistic OP seller. I think the numbers are perfectly reasonably you are asking for as well, again unusual. If I was one of your competitors and I had some cash lying around I might think its worth a punt to just buy the buyer's (your customer's) details with some kind of handover with you, whereby the buying company can get their own relationship going for when you depart altogether. They might lose some customers but retaining some would probably mean they can still win out over a 5-10 year period after paying you're asking for. I'd do as another poster says, have a coffee with your competitors, worse that can happen is they say no. Normally one man bands on here are worth nowt but with B2B large corporate clients the value is the relationship and if you can sell that then there is something there.
     
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    KeithGreen

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    Jun 25, 2008
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    @Alpamayo, if you walked away today would the business continue to function?

    If the answer is yes then you have something that can be sold. If the answer is anything else then it's a job not a business.

    The business needs to be in a position where you can be completely hands off and everything still ticks along.
    I don't necessarily agree with this. Virtually every business I have sold has a full-time working owner (or owners). In most cases they have exited the business after a short handover period.
     
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