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A Comprehensive Guide to Exit Strategy

6 December 2023

Following our recent LinkedIn Live series – full videos available on our website – we bring you our comprehensive guide to Exit Strategy. We will explore what it means to be exit-ready and how businesses can position themselves optimally for a potential sale, family transition, or employee ownership. Being exit-ready is about putting your business in its best possible shape, making it attractive to potential buyers or ready for a transition in ownership. It’s not just limited to preparing for a sale; the principles of being exit-ready are relevant for various business situations, such as being recession-ready or geared for growth. This guide will be broken down into three parts:

  • The Health Check: Assessing your business’s current state, defining goals, determining its value, and initiating the planning process.
  • Business Growth: Enhancing your business’s value for potential buyers and increasing its appeal to shareholders.
  • Exit Planning: Addressing the logistics of selling, navigating tax implications, and ensuring a smooth transition.

Let’s start with The Health Check…

Contrary to common expectations, planning for an exit should commence well in advance – ideally, 3 to 5 years before you intend to sell. This foresight allows for a thorough evaluation (Health Check) of your business and provides ample time to address any weaknesses. To perform a comprehensive health check, we advise focusing on five essential KPIs:

Financial: Scrutinise profits, understand what drives them, and monitor cash flow.

Understanding the financial health of your business involves more than just looking at the bottom line. Consider factors like product/service performance, market segments, and customer types. Recognise the importance of distinguishing between profit and cash flow and identify areas for potential growth.

Resources: Efficiently manage cash, people, property, processes, and intellectual property (IP). Efficient resource management is central to weathering economic challenges and creating a business attractive to potential buyers.

Profit, Cash, and Planning for Sale: Profit needs careful examination – check that each part of your business is doing well. Owners frequently supplement their salaries with dividends, impacting the perceived profitability. Buyers will adjust the sale price based on these costs, emphasising the need for transparency. Cash flow, as always, remains paramount, especially when considering:

  • The time and resources required to shape up the business.
  • The increasing costs of borrowing.
  • Buyers’ expectations for a reliable profit stream to recoup their investment in 3 to 5 years.

Improving your Cash Flow, and addressing any cash flow concerns, will aid in your business value and you should consider:

  • Developing cash flow forecasts to identify pinch points.
  • Enhancing credit control to ensure timely payments.
  • Optimising resource utilisation to boost cash inflows.

Intellectual Property (IP): Ownership and clarity regarding IP is critical for every exit strategy. Conduct an IP audit to identify and protect valuable assets beyond inventions and innovations, such as customer lists.

Processes: Well-defined and scalable processes are key to operational efficiency. Documenting and optimising processes not only ensures continuity but also unveils opportunities for improvement.

Property and Assets: Evaluate property, equipment, and stock for ways to boost your business:

  • Consider downsizing or subletting premises.
  • Optimise equipment usage and stock turnover for increased profitability.

People: Investing in relationships, competitive packages, and automation mitigates dependency on individuals. Aim for a management structure that allows the business to run efficiently without direct owner involvement.

Customers/Satisfaction: Cultivate a strong customer base with an emphasis on loyalty and satisfaction for repeat business.

Sustainability/Risks: Mitigate risks and capitalise on opportunities to ensure long-term viability. Reduce waste and carbon footprint to align with changing buyer and financier priorities.

Compliance: Ensure adherence to regulations and industry standards. Keep taxes updated and accurate to avoid surprises during negotiations.

Now You Are Ready For Business Growth…

In the dynamic landscape of today’s business environment, the key to sustained success lies not only in optimising your business but also in making it resilient in the face of economic uncertainty. This section will guide you to growing your business strategically—building resilience and relevance, all with an eye on the ultimate goal: a successful exit.

Grow and De-risk with the End in Mind: Whether you’re gearing up for a sale, passing the business to family, contemplating a management buy-out, or preparing for potential recessionary challenges, the foundation for success is a well-thought-out growth plan. Let’s explore the essential components that should be part of your growth strategy.

Components of a Growth Plan

Marketing and Sales: Focus on customer growth and retention. Cultivate a customer base that is easy to buy from, highly satisfied, and genuinely enthusiastic about your business. Develop a robust plan for lead generation and conversion to drive sustainable sales and growth.

People: Address recruitment, retention, development, remuneration, and foster a creative environment. Ensure that your team is aligned with your growth objectives.

Company Structure: Determine the optimal company structure, whether a group or a single entity. Clearly define shareholdings and options, especially for key staff who contribute significantly to the business’s success.

Finance: Having enough capital to support growth is paramount. Ensure financial resilience and sustainability. Understand working capital needs, especially in industries like construction, where considerations like retention come into play.

Funding Strategies: If seeking funding, present a comprehensive plan to lenders, showcasing the quality of management, security for lending, and a clear repayment strategy. Align long-term assets with long-term borrowing and short-term assets with short-term borrowing.

Growth with Sale in Mind: If your growth plan is intertwined with an eventual sale, focus on building assets that potential buyers would find attractive for example:

  • Customer Base: Offer products or services that complement what buyers seek.
  • Competitive Edge: Take out competitors or position yourself as a one-stop-shop in the supply chain.
  • Brand, IP, Location: Enhance brand perception, intellectual property, and strategic location.
  • Sustainable Returns: Demonstrate sustained returns for potential buyers and align with their shareholders’ expectations.

Once your growth plan is in place, ongoing monitoring and adaptability are crucial. Implement:

  • P&L and Cash Flow Forecasts: Regularly assess financial health.
  • Financial Reporting: Ensure transparent and reliable reporting.
  • Profit and Cash Growth: Prioritise both sales and profitability.
  • Opportunity Exploration: Continuously seek opportunities to increase margins and cash.

For business owners looking to grow before an exit, adopting a buyer’s mindset is key. We emphasise the importance of prioritising cash and profits to meet buyers’ expectations of returns within 3-5 years. Shift your role to working on, rather than in, the business, facilitating a seamless transition. Lastly, ensure a robust management structure by implementing reliable systems, and processes, and cultivating a trustworthy accounts team to minimise risks throughout the growth journey.

Exit Planning

Now we are at the part of making a successful exit. The cornerstone of any successful exit strategy is understanding your personal goals. We emphasise the importance of setting clear objectives that take into account considerations from health and retirement to the duration you intend to stay involved after selling and the amount of cash you aim to derive from the exit.

Furthermore, navigating the intricacies of exit planning involves careful consideration of various factors. Tax considerations, influenced by timing and political dynamics, play a crucial role in shaping the financial outcome. Similar to the housing market, market factors dictate the demand for businesses, emphasising the need to comprehend buyer readiness and market offers. Key staff engagement is vital for a seamless transition; hence, ensuring motivation, commitment, and engagement is paramount. Additionally, establishing post-exit plans, coupled with a flexible approach to adapt to changing circumstances, forms a pivotal part of strategic exit planning.

Types of Sales and Alternatives

Exploring the avenues of sales and alternative strategies is pivotal for any business owner contemplating an exit. 

In terms of sales, two primary options include

  • Share Sale
  • Trade, Assets, and Goodwill deal

On the alternative front, a Part Sale allows for retaining a specific portion of the business, offering flexibility and strategic control. A Management Buy-In or Part Buy-Out provides opportunities for internal transitions, fostering continuity. Additionally, selling assets alone, especially in cases of loss-making segments, offers a targeted approach to restructuring. Understanding these options is fundamental for tailoring an exit strategy that aligns seamlessly with the business owner’s objectives and the unique characteristics of their enterprise.

Assessing the Deal: Are You Getting a Good One?

Once you are in talks of a deal, evaluate that deal. Scrutinise key aspects to ensure you’re making a sound decision. First and foremost, meticulously assess whether the deal aligns seamlessly with your pre-defined goals. Secondly, verify the buyer’s credibility by delving into their reputation, financial stability, and long-term plans for your business. Finally, make a comprehensive evaluation of the deal’s commercial viability, ensuring it not only makes strategic sense but also aligns with your comfort level in handing over the reins of your business. This scrutiny ensures that the deal you choose not only meets your financial objectives but also aligns harmoniously with your vision for the future of your business.

The Sales Process:

  • Prepare Documentation: Sales documentation is vital, revealing high-level information initially and progressively providing more details.
  • Confidentiality Agreements: Protecting sensitive information is paramount—setting up confidentiality agreements helps safeguard your business data.
  • Finding a Buyer: Whether going to market or having been approached, identifying potential buyers should happen well in advance.
  • Negotiation: Negotiate on price, payment terms, and structure, keeping in mind your price range and realistic expectations.

Post-Agreement Steps:

  • Buyer’s Due Diligence: The buyer conducts checks on your business.
  • Contract Drafting: Lawyers draw up contracts, outlining terms, warranties, and restrictions.
  • Payment Terms: Payment typically involves a combination of upfront cash and deferred payments, including earn-outs.

We finish with our Managing Director Graham’s top Exit tips:

  • Start with Personal Goals: Align your exit strategy with your personal goals.
  • View from the Buyer’s Perspective: Buyers seek profitable, cash-flow-positive businesses with growth potential and sustainable returns.
  • Address Issues Now: Resolve any existing issues—time to get rid of skeletons in the closet.
  • Market Factors Matter: Understand market factors and their impact on price.
  • Retain Key Staff: Keep key staff motivated, tied in, and engaged for a smoother transition.
  • Post-Exit Plans: Plan for life after the exit, recognising the emotional connection owners often feel toward their businesses.

In conclusion, embarking on the journey to sell a business or optimise its performance requires a strategic and holistic approach. By closely examining financials, efficiently managing resources, and addressing key areas, business owners can enhance the value of their enterprises and navigate the path toward a successful exit. Successful business growth requires a focus on financial health and a dedication to building a business that not only thrives today but also sets the stage for a successful exit in the future. By aligning your growth plan with the end goal, you pave the way for sustained success. We hope you find our insights helpful to guide and navigate you through the complexities and ensure a successful exit. 

Contact Wessex Commercial Solutions:

  • Phone: 01935 385929
  • Email: info@wessexcommercial.com
  • Website: www.wessexcommercial.com

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About the Author

Graham Potts

FCA CTA BSc

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