06BUSINESS SITUATION

Preparing for an investor or an exit

The company has to be ready.

What the problem looks like

The company has to be clearer, more manageable and more convincing for an investor or a buyer.

What is often behind it

Weak preparation of the story, the numbers, the governance structure and the value focus.

How Boutique Advisory can help

Preparing the focus → structuring the case → priorities for lifting value.

This situation applies above all to SME companies.The business is doing well.It has customers. Revenue. Profit.The owner built it over 15 or 20 years and knows exactly what it took to get where it is today.And then, for the first time, a serious thought: “maybe in a few years I could sell the company.”

At first glance the logic looks simple.

The company earns. A multiple is applied to those earnings. That gives you a value.

But a potential buyer looks at the company slightly differently. What they want to know is: how much of all this remains once the current owner leaves? That is often where the uncomfortable part of the conversation starts.

Who talks to the five largest customers? “I do.”Who negotiates prices and discounts? “I do.”Who knows the key suppliers? “I do.”Who makes most of the important decisions? The owner again.

For years that was precisely the strength of the business. The owner was fast. They knew the market. Customers trusted them. They knew almost every detail of the operation. But from a buyer's perspective it can look entirely different. If customers, knowledge and the key decisions leave with the owner, then part of the value is not in the company. It sits with the owner who is leaving.

Revenue and EBITDA are not the whole story.

Two companies can have the same revenue.The same EBITDA.Operate in the same industry.And still not be worth the same.

One has a stable management team, a broader customer base, defined processes and an owner who no longer has to be involved in every important decision. The other earns much of its revenue from two customers the owner holds personally, and most important decisions end up with them. The numbers can look identical today. The risk to the buyer is not. And risk affects value.

Preparing for a sale does not start when a buyer appears.

By then it is already too late for some things. If due diligence shows the company depends entirely on the owner, a management team cannot be built in three months. A key customer relationship cannot be transferred to someone else overnight. Processes that lived in someone's head for years cannot suddenly become a system. And financial results that are not clearly presented and evidenced cannot be fixed retrospectively for prior years.

So the value of a company for sale starts being built before the sale itself begins. Sometimes several years before.

That changes the question the owner should be asking.

The first question is usually: “what is my company worth today?” But a few years before an exit there is a more important one: “what is reducing its value today?” If that is established early enough, part of the problem can still be solved.

  • reduce dependence on the owner
  • develop the management team
  • transfer customer relationships to the company
  • reduce revenue concentration
  • tidy up the key processes
  • improve financial reporting
  • stabilise EBITDA and cash flow

Exit preparation then is not just preparing documents for a sale. It becomes a project to raise the value of the company before the sale.

And the market will not buy every company that is offered.

The US and Croatian markets are not the same. But the message in that figure is very clear. An owner wanting to sell does not automatically mean there is a company a buyer will want to buy at the price the owner expects.

Where to start?

Before coming to market, it is worth looking at:

  • how dependent the business is on the owner
  • concentration among the key customers
  • the quality and sustainability of EBITDA and cash flow
  • a management team able to run the company without the owner
  • processes and knowledge that need to move from a person into a system
  • the quality of financial data and reporting
  • the contracts and relationships a future buyer actually takes over
  • the issues reducing value today that there is still time to fix

Only then does it make real sense to talk about valuation and starting a sale process.

Today's EBITDA is only a starting point. What the buyer wants to know is whether the company can sustain it without the owner.

Does this sound familiar?

If you are thinking about selling the company in a few years, it may not yet be time to look for a buyer.

It may be exactly the time to establish what a future buyer would see as a reason to raise the price — and what as a reason to lower it.

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