Unlocking Business Value: Expert Tips from Kevin Harrington

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Welcome to the podcast that’s dedicated to helping business owners prepare for exit so you can maximise the valuation and then exit on your own terms. This is the Exit Insights podcast brought to you by Succession plus. I’m Daryl Bates-Brownsword, and today I’m back with my partner, Kevin Harrington, and we’re going to talk about what it is that’s required to identify when your business is exit ready. Welcome, Kevin, and thanks for joining me again today.

Hi, Darryl.  It’s good to be with you.

Yeah, look, one of the things that we talk to clients, we meet business owners all the time and we talk to them about what is required to get your business ready for exit and so that you can maximise value and then create and orchestrate an exit or leaving your business on your own terms. And when we talk about your own terms, we mean so that the time frame is yours. The way that you get paid, the return, the fee you get for your business, the sale price, the way that’s structured meets your requirements. Ideally, you don’t have some sort of onerous earn out that holds you back and just creates a whole lot of extra risk for you. If you’re able to look after your employees, if that’s something that’s important to you, you’re able to do that. Everything is about your own terms and the deal is a really good deal that works for both the buyer and the seller. And that’s what we want to create.

Now, before we can get there, we need to create the business so that it’s exit ready and attractive to be acquired so that someone, when they come to make a deal, is happy to keep working through the negotiation. They don’t get put off through the term stages. When they do their due diligence, everything lines up as it should be and they’re happy to continue and construct a deal. So today what we want to talk about is what is it that you see as an outsider or a potential acquirer of a business when you go, this deal is going to work. I can see that. Keep having a conversation with this business, this is going to work.  I don’t need to move on and find something else. So, you’ve got some experience here, Kevin. We’ve got some of our own tools, our own frameworks, but what’s the first thing that leaps to mind for you?

First thing that leaps to mind for me is why so many buyers of businesses run so fast. Because you mentioned thinking about what the buyer wants. I don’t think most people, when they’re trying to sell their businesses, have an understanding of what their business is worth, what the buyer is looking for, and probably even bigger crime, what they’re after themselves for their life post the sale.

So, I think that’s a collective word that will bring a lot of things together as understanding. So, when someone’s looking to buy your business, they don’t want to know what your inflated ideas of the value is. They don’t want you to go, I don’t know what it’s worth, you tell me and what? Give me an offer? What they want to see is a well-run business. What they don’t want to be seeing is surprises. If I’ve got a couple of million pounds or a few million pounds to buy a particular business, I’ve got some choices, haven’t I? I could invest that in the markets, and I could, at the moment, be earning a reasonably good return after tax. I could probably quite easily get 5% at the moment. So, if I’m going to buy your business, what risks are there and how much return can I hope to get? And so, any purchaser of a business is going to be thinking about that. And what they don’t want is it to start becoming a complicated conversation with you. That’s my initial thoughts, yeah.

You’re already starting to unbundle it and help explain it to the business owners that, hey, what your business is worth to you and what it’s worth to someone else can be two different things. Well, they’re likely to be two different things. And when your business is exit ready, I guess what we’re saying is it’s worth more to someone else than it is to you. That’s one of the criteria, that your business is exit ready. Most business owners have a number and some of them get a bit shy, don’t they, when you ask them, what’s a number? And they go, oh, well, I need enough. And I go. Well, what’s? Enough? Oh, well, if someone makes a silly deal, well, I’d be foolish not to take it and go. Great, what’s a silly deal. 

What are you doing to make your business attractive so that someone’s going to come along and make a silly offer on your business? So, these are all things that get your business exit ready and move it beyond a hope strategy and you’ve got the ball is in your court. It’s absolutely everything that you can do, or you can just sit back and hope.

Yeah. If people start with an ambition to sell their business and effectively put it on the market in whatever way, they do. If after every conversation with a prospective purchaser that walks away because things are untidy and aren’t ready, the vendor then decides, oh, I need to be sorting this out, etc. etc., it really becomes a bit of an energy sapping depressing game.

Our perspective around this is get it exit ready first and exit ready. We use that term quite glibly, don’t we, because we’re so used to using it. It’s what we help people do. But in essence, an exit ready business is a beautifully run business.  It’s a business that looks after its customers well. It has processes around everything that goes on, from managing the customer orders right through to delivery and the after sales. It’s a business that looks after its employees, it works well with its suppliers and is in a position where it can readily borrow money if it needs to, because all the financial indicators are in the right place. That’s an exit ready business, but also, it’s a business that’s well run. And we come across a lot of businesses that are really experts and it’s fantastically exciting, really. We come across businesses that are really very good at doing what they do.

And customers get, their clients get great success dealing with them, but they don’t focus much very often on having that business demonstrably well run so that the purchaser can say, yes, I understand what goes on here. I could take over this business and I could be running it pretty much immediately without having to lock in the vendor into an earnout, which very rarely works for either party.

Yeah, and we’ve talked about risk a bit and I guess it’s important to talk to business owners and go, hey, look, the business valuation, it’s basically a risk assessment, isn’t it? What’s the likelihood if your business has been on a growth path for the last three or four years, and it’s three to five years of history that most people will look at? If your financial history shows a pattern, a slope of growth, it’s grown at 10%, 20%, 30% a year, whatever, it’s grown at an average consistent growth rate for the last three to five years. What a buyer is looking at is what’s the likelihood or what’s the risk of that trajectory of growth changing under new ownership.

So, if you sell the business to me and you walk away tomorrow, what’s the likelihood that that trajectory of growth at let’s pick 20%, whatever the number is, continues at 20%? Or is the risk that without you being involved, that that number will change? And that’s the assessment that buyers are looking at is effectively, what’s the likelihood of things changing under new ownership? And if there’s a high likelihood of change, your valuation is coming down. And as someone said to me once, so the more I work in my business, the less it’s worth, I’ve gone. Bingo. That’s it in a nutshell. So, let’s start to explore and unpack some of the things that can influence that risk factor, shall we?   

Yeah, it was far away. We should probably kick off around the owner understanding what they’re trying to achieve. That’s the first point. No one wants to buy from a desperate seller. We all like dealing with a well-organised seller that knows what they’re selling and on what terms, etc. So really, the start point for anyone thinking about exiting their business is having an idea around what the choices are, what the options are for exiting their business and what’s right for them and their ambition as well, because there are several ways of going about it and they can all work in different ways for different people. But just saying I’m going to sell my business is not a practical solution. And recently, I was talking to someone that made the mistake of dealing with one of the less reputable M A type companies that exist. There are many great ones, by the way, but one of the less reputable ones. And now it’s taken a year and three months since they put their business up for sale.  And they haven’t anyone talked to them yet.

Keep it there.

There’s no monthly fee there. This M A firm does suggest, well, if you want us to do a bit more, you can pay us more after a large amount of money up front. But my point really on this is even if you go straight to an M A firm with your business and not exit ready, it can take over a year. What’s going to go on in that time? Well, you’ve got options. Many businesses, and most businesses probably effectively fade away. They just kind of disappear.

80% will fade away.

Yeah, because people either had no plan or couldn’t execute a plan, didn’t know what they were doing, etc. And the businesses we work with, probably the ones where we get the most traction and understanding and real success with people, is where they look at the option of saying, well, do you know what? We could step this business up while we’re getting it exit ready. We could set out to use the energy we’ve got to make this business have an asset valuation that increases month by month. And when it gets a year down the road, do you know it’s worth even more money it was than when you started thinking about it?

And it’s interesting we don’t often talk about this, but when you’re going through that process of stepping up the business to make it exit ready, what happens is the business becomes more energised, everyone in it feels more engaged, and someone coming in saying, am I interested in buying this? They’re seeing a machine that works rather than something that’s broken down in the corner. So it’s often the way to do it. Get energy in the business, grow that business. A phrase you often use, Darryl, one last hurrah to really make things sing. And then the positiveness that comes out of it almost attracts customers by itself.

Yeah, look, it’s a really good point, is knowing our options, because when buyers come in and they’re doing their assessment of a business, they want to see it exit ready. So, they want to ask lots of questions, because what they’re doing is they’re going, I just need to convince myself that the business is as it seems, as it’s presented to me as. And so, if they start asking questions, the answers are provided very quickly. They don’t have to go away and go, oh, let me get that for you. If the answers can be provided very quickly. That gives them confidence. If they’ve got confidence, things will keep moving nice and quickly.  And as you say, the deal will progress. It won’t take 18 months. It’ll take six months or even three months. I’m aware that there’s some good things happening, so we need to go, hey, look, this is one way to be exit ready. We’ve got all of our information about the business. We’ve got everything that you would want to know about the business. We got it ready to hand.

Now, when a business is run like that, as you said earlier, it’s a more profitable business. It’s a more enjoyable business to be around. The next thing is around the options is the business founders need to know what their options are, because what they’re going to do next. Because energetically, they’re normally so tied up in their business that the business is part of their identity. And they need to know what they’re going to do, what’s going to provide them vision, what’s going to provide them energy once they leave the business. So, so many deals get stopped, caught in their tracks, because they’re either moving too slow or the owners may put a stop to deal. Because they’ll never say this, but they don’t know what they’re going to do next. They’re too wrapped up in the identity of their business.

Once we got past that and they’ve done some financial planning and they’ve got some solid financial planning advice and they know that they can afford to leave and that the number that is being talked about will help them fund life after exit. Another criteria of being exit ready, knowing your personal financials, then you can start exploring your options, right? And as you say, like, do we want to crank it up? One last hurrah? Let’s look, we’re all in, baby. Let’s see what we can make this worth. Or it could be some business owners go, you know what? I’ve done everything I want to out of my business. I’m ready. Let me just step back gracefully and I’ll hand it over and I mentor or however I’ll hand it over to the next generation, whether that be new owners or MBO or just my existing team. It could be employee ownership. It could be anything like that.

But you need to know your options. Now, once you’ve got your options and you’ve done your planning, Kevin and we go, okay, I know my personal financial planning. I know I’m all set up there. I know where my energy is at. I’ve got all of my business notes and information and all that. As much documentation and information documented and systemised and structured around my business that’s ready know my options. And I start to think about my runway. I’m thinking, oh, look, it might be one, two, five years. Could be I’ve got all my ducks in a row. What do you start thinking about then?

That’s quite a lot of work someone’s done in thinking power to get to that point. It is quite a lot of work, isn’t it? We should acknowledge how much effort people need to put in to get to that point. But what it does then yeah, we’re talking monthly. Yeah. So now we’re at a point where I think it’s about making the business run better. And so, from my point of view, it’s about looking at what the asset valuation is. And in really crude terms, we’re saying a business is the valuation, is the profit times, a multiplier, which could be EBITDA or notepad or whatever. And so how can someone positively influence and change that? And we always talk around that. The tool we use are seven levers, where there are some things, you can do that will dramatically improve profitability. And those are probably the things to do first, because they tend to be the quicker ones and tend to be the most obvious ones.

And there’s other things which I find really the more personally, the more interesting things, which is about improving the multiplier, which is improving how much that profit will be multiplied in the final sale price. And that’s around people having their intellectual property recognised, things like that. It’s the things that are less tangible. And I guess for me, there’s a couple of approaches to it. One is eight.

Obviously, knowing what the seven levers are come back those in a moment, but it’s recognizing how that lands with a prospective buyer. If they see those seven levers being pulled and various things happening in your business around processes and procedures, etc. etc. If they can see that happening, how does it make them feel? How does it make them feel as a prospective buyer? It comes back to the thing we were talking about a moment ago. The buyer feels the risk is being reduced, but at the same time, it’s having a positive effect on the multiplier. And the running theme through this lot is that it creates an energy behind it as well. If a business is becoming more profitable, people behave in a better way, they enjoy it more. And that tends to have almost a snowballing effect, where even the customers sense the business is feeling strong.

So, get those seven levers under control and start pulling them in the right ways to increase profit and the multiplier, and that alone, for some people, will be enough to get them going.  Why am I trying to sell my business? I’m starting to enjoy it again. But if they do want to sell it, it means they’ve got a business that will look beautiful from a distance.

It’s a really good point. You’ve got to get a valuation of your business, because we may have a view of what we think the business is worth to us and what I’d like to sell it for and what I might think a silly amount of money or a really good offer is. But we really need to get the perspective from a buyer what’s the business worth to someone else. So, we’ve got ready, we’ve got our foundations laid and we’ve got a solid foundation, and now we want to know what the business is worth to someone else.

Right at the very beginning of our planning, if we’re getting exit ready and we want to be ready for exit and prepared, we need to have some insight as to what the business is worth, then we probably want to know what’s the value potential? If I tidied everything up as per the things that you’ve been alluding to. And I brought all of my intangible assets out of the background, so to speak, and put them in the foreground and stop them from being the world’s best kept secrets and started banging and shouting from the rooftops about all my intangible assets. That’s going to put them at the forefront and that’s going to boost the multiplier and especially if it becomes attractive. We’re starting to talk about the things that will be attractive to someone who can see a strategic fit for our business to go into their business.

Strategic buyer is going to pay more because they’re going, hey, look, it’s going to be cheaper for us to buy this business rather than build from scratch for ourselves. So, we’re going to need to understand our valuation, what it is, what the valuation potential is with our current resources. And if we extract all of our intangible assets and leverage and maximise the valuation, what impact will that have on our ultimate valuation and how long is it going to take us to get there? So, we need to know what the realistic valuation is today and what’s possible. And hopefully what’s possible is enough to cover our personal financial planning needs.

So, we’ve got our valuation, we’ve played with the levers, we’ve leveraged everything. We may have taken you anywhere between one and three years to do this, to get that three years to five years of financial history and all of the record keeping and documentation in place, we might have a fantastic management team that can pretty much run the business without our input. We’re then going, okay, so how does this management teamwork? Well, then we’ve probably got really good systems and structures in our business. Everyone knows what they’re doing, or everyone has a job description.We’ve got an organisational chart of some form that identifies everything that needs to be done in the business. Systems and processes are all documented. So, this is another area of structures that we look for to make ourselves exit ready and then we need to put it in place.

So, Kevin, your experience with systems and structures and just documenting how the business works, what inside tips have you got for us here?

The first thing I’d say about it is I’m one of many people that when you say, let’s have a policy and a procedure and a system and a process. My natural reaction is to glaze over, think, wow, I don’t do that. It kind of kills my energy the moment we talk about it. And I think a lot of people are like that.  And my observation and the thing the entrepreneurs yeah, absolutely. Thing I’ll say and share immediately is that my personal experience of doing it myself and working with our clients around this is that, okay, it does take a little bit of hard work here and there, but you don’t have to do it all by yourself. There are other people in the team that can do it. You can work together with people, but getting those things sorted out tends to streamline and make the business more efficient. And so, you get less surprises, less mistakes happening, you get more profitability because you do the job once rather than doing it once and putting it right, that sort of issue.

And ultimately, when you’ve done it, it means that you’ve got a method of judging how well your team’s doing against that process, procedure or whatever, but it actually frees you up to get on with the things you do find exciting. So, for me, that would be things like product evolution, deciding what channels were going to work with, etc. and it seemed a strange thing to say, but do that work that sounded initially boring and you can end up doing more of things you found exciting, which are also required to get your business exit ready.

Yeah. And I think you’ve raised a really important point, as you normally do, that systems and structures, and especially if you use language like policy and procedure, it sucks the life right out of you. You’ve got to turn it into language that at least sounds more appealing.  And then it doesn’t mean we’re documenting war and peace. We just need to document to the right level of detail for the size of the business. Where it is now. If you’ve got ten people in the business, you just need a couple of workflows and everyone has a job description, so they’re really clear on what’s expected of them. So, it’s just good looking after your people so they know what’s expected of them and what good looks like.

I’ll give you a quick example of that from more of a social side. Darryl, I’m part of a committee of five people that run a club with 35 members, and we keep getting asked the same questions all the time. How do I do this? How do I do that? So, what have we done recently? We’ve documented it, so guess what? We don’t keep getting asked the same questions and our members can find their own way around and get done what they want to get done and we can move on to the more exciting things. It’s remarkably simple.

And you’ve saved it. For the next committee, and the next committee won’t have to be retrained and they’re not surviving from the knowledge of the last and the memory of the last committee. It’s documented, it’s captured there for future generations, shall we say, and people will get consistent answers. And if things change and the process needs to change, we now have a benchmark that we’re changing against. So that’s what we need to do. So, we’ve got structures, we’ve got documentations, we’ve got a standard way of doing things so we’re efficient and effective. We’ve got everyone trained in that standard way of doing things. We now need a plan in place. What are we going to do? Because it’s great to have a really nice design of what our business is going to look like. To be exit ready, we then need to implement the plan. So, what is it they say about plans? They don’t survive day one, so be it. We need to have a plan to get us anywhere, otherwise nothing will happen.

Yeah. And I think the absolute start point for an SME is to look at the functionality of their business. I did this recently with a fairly small business. I mean, they turn over about a million and a half, but doing well, they’re growing very fast.  And the owner who and the business is quite owner dependent at the moment. Every time he went through how everything worked, he was the person that the entire business was dependent upon. So, he suddenly realized why he had no time to do anything because he was dependent with other people to deliver things. And very rapidly, he himself has gone from a moment of ignorance around the problem to absolute shock when he saw it, but very quickly rationalizing it and going, okay, so what I need to do is get that person. To do that role, policy and procedure in place and I can check in how it’s working and so on and actually effectively give yourself as the business owner more time with oversight, good oversight still of the business, but have more time so you can do these things.  And the reality is, if I’m going to buy your business, I don’t really want to buy you as well, do I? That’s a big question, a big open question. But generally, the owner wants to disappear.

Yeah. And it’s really important to note that when an owner or a business owner person is in that situation and everything has to go through them, they feel in control, they feel needed. They feel that they’re adding value because no one else they’ve got all of the experience and no one else can perform the job as well as they can. And as the business owner, they’ve got the most vested interest in getting it done the way they want it to be done because their name is on the door. And they’ve got a vested interest in making sure things get done right.

What they haven’t figured out is how to delegate and maintain control of their process and the operations in their business. So many of them bring people in and they abdicate, I think Gerber calls it. They basically go, right, here’s the job, do it. And then they just wait for them to fail with a structured approach. What we’re saying is, right, here’s the job I want you to do, here’s the training process, if you like, let me go through it with you a couple of times and here’s what good looks like. And they set expectations and manage expectations. And it’s not just, off you go, best of luck. It’s, let me give you every possible chance to do this better than me. Then they get confidence that things are going to be done. And they also have some sort of reporting mechanism that reports back to them, that gives them confidence that things are being done the way they ask them to be done.

So, it’s not just a case of hand it over, but we’ve also got to address the issue of business owners feeling important, feeling that they’re adding value by being involved in everything. And all that’s doing is creating a dependency. And I guess we see it in parenthood as well. We tend to want to want to protect our kids and look after them and shelter them and look after them. So, I think there’s some similarities going on there.

Yeah, I think so. And what’s the expression? If you’re the cleverest person in the room, you’re in the wrong room. You need your team to be shining all around you. And if you’re disciplined engineering and that’s what the business is all about, and you’ve got an accountant and a marketer in the team, why don’t you trust them? You hire them to do all that stuff, let them do that. While you carry on having oversight of that and drive the strategy, and you can carry on with the engineering focus, that’s fine, but leave those other disciplines to people that know it better than you do.  Otherwise, why have you hired them?

Yeah. So where does this leave us? We need to go. Is the business exit ready? Is it attractive? That’s the first stage of your exit planning process. Let me get my business attractive so that someone wants to acquire my business. There’s five or so, at least five areas that you need to look at that you can think about preparing your business to make it ready for exit so that you can get out. And then you want to implement the plan. So, you need a plan and implement it. If you want to start preparing for exit, you really need to allow three or so years for you to if maximising value and exiting on your terms is what you really want to achieve as an outcome, give yourself the time. Take the pressure off. If you want to get exit ready, if you want to have some sort of idea of how attractive your business is for exit now or how exit ready. You are now. So, you’ve got a starting point. We’ll put some links in the podcast, but one of the key things that will help you is download our book. It All Begins with Insights, and I’ll provide a link in the show notes of this episode, how to get yourself a copy of that, free copy of the book. And that’s a good place to get started, as good as any.

Any final thoughts from you, Kevin? Just one, really. We’ve clattered through a lot of ideas and concepts here, and if anyone’s listening to this and thinks, well, I don’t agree with you or don’t understand or want to know more, let’s just talk about it. And we spend a lot of time talking to businesses before they’re ready to start engaging and so forth. And we’re happy to do that.  You’re quite right. Our book will help a great deal on that. But my point right at the top of this program was saying it’s about understanding. How do you understand what you want from selling your business? How do you understand what your team wants out of it?  How do you understand what vendors sorry, purchasers looking for from your business? That’s the absolute start point. And all those details than we’ve given in the last half hour.

That’s brilliant. Let’s get some sort of assessment of how ready we are now so we know the gap that we need to close it. That’s it. Let’s get our business exit ready, make it attractive. That’s the message for today.

Knowing Your Options
Having a clear vision of all available options is crucial for a smooth business exit. This isn’t just about knowing when you’d want to exit and who you’d sell to. It’s also about understanding what you want to achieve with the sale, and what you’d want to do afterwards. Knowing these would help you determine the right exit strategy and the right kind of buyer, setting you up for unlocking the maximum value from your exit. In their conversation, Darryl and Kevin stress the importance of future planning and vision clarity. They touch upon the need for owners to have a roadmap for life post-exit. Darryl points out how uncertainty on part of the owner can stall a deal leading to a loss of a good opportunity, and hence, planning for what’s next is just as important as the exit itself.

About Kevin Harrington

Kevin Harrington, a veteran entrepreneur, and exit strategy expert known for his candor and astuteness. He typically meets business owners where they’re at, offering perspicuous solutions that result in vastly increasing the worth and attractiveness of their businesses to potential buyers. Kevin’s deep understanding of financial landscapes and his intuitive grasp of business processes help him guide business owners towards successful outcomes, ensuring every exit is on their terms.

Connect with Kevin Harrington on LinkedIn, Twitter to learn more about his valuable insights on business growth and exit strategies. Visit Succession Plus UK website to learn more about preparing your business for exit and maximising its valuation.

If you would like to learn more about how to start preparing your business, then you can get more information here: It All Begins with Insights.