Welcome to the “Show Me The Way” podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Jennifer Peek, CEO of Peek Advisory Group and Founder of The CFO School, to discuss the importance of a comprehensive ‘book’ to impress potential buyers, elements you should be including in your book, and why addressing any potential credibility-denting issues upfront is crucial.
Ep. 30 — The ‘Book’ Author with Jennifer Peek
Jennifer starts by providing an insightful glimpse into her journey from public accounting to establishing her own practice. Her discussion highlights her diverse experience in the industry, with a specific emphasis on the importance of creating a comprehensive ‘book’ for potential business buyers.
The goal of the ‘book’, as Jennifer explains, is twofold. It’s meant to tell a compelling story about the business that entices potential buyers, and it also addresses any issues that might harm the credibility of the company. By addressing these issues upfront, sellers can maintain the trust and confidence of potential buyers throughout the selling process.
To illustrate the importance of transparency, Jennifer emphasizes that any discrepancies or inconsistencies will eventually come to light, potentially at the worst possible time, thereby damaging the credibility of the seller and the deal itself.
They also explore the various elements that go into creating a ‘book’. From financial documents to employee information and customer lists, Jennifer emphasizes the need to gather these documents early in the process, when the seller’s energy and motivation are at their peak.
Jennifer also underscores the value of visual elements in the ‘book’, such as logos, charts, product photos, and facility images. These elements, she says, engage the reader and make the ‘book’ more intriguing and appealing. She also alerts sellers that they have effectively taken on another part-time or full-time job and that there’s a need for meticulous and detailed work in order to successfully market and sell their business.
Company’s Sell and Buy Process Elements
Jennifer then provides a comprehensive look into the essential elements involved in the process of selling and buying a business. She explains the importance of creating a compelling ‘book’ that includes detailed information about the company’s background, key products and services, primary customer groups, leadership and management structure, and unique operational features.
From a seller’s perspective, she emphasizes that the book should be used as a marketing tool, highlighting the strengths and unique selling points of the company. This could include proprietary systems, updated software, or strategic location. If there are any potential issues or drawbacks, such as customer concentration or inconsistent financial results, these should be addressed upfront in the book to avoid surprises during the negotiation process.
When looking at the process from a buyer’s perspective, Jennifer notes that potential buyers will often disregard information they don’t find relevant or important. Buyers are primarily concerned with financial trends and consistency. They prefer a stable and predictable financial picture as this provides a level of assurance and reduces perceived risk.
Jennifer also discusses the impact of external factors, like the COVID-19 pandemic, on the business transition process. She explains that these external factors can greatly influence the dynamics of creating a book, as they can drastically change the company’s operations and financial performance. Therefore, it’s crucial for sellers to keep the book updated to reflect any significant changes.
Moreover, Jennifer highlights the importance of addressing any customer concentration issues upfront. This is because potential buyers often perceive customer concentration as a risk, fearing that the business might suffer significant losses if a major customer walks away.
Book, Valuation, and Due Diligence Process
Jennifer delves into the intricate details of the process involved in creating the ‘book’ for a business that’s preparing for a sale, business valuation, and due diligence process.
She starts by discussing the importance of adjusted EBITDA used in the process of creating the book, valuation, and quality of earnings. She explains that many transactions are priced based on this metric, hence it’s essential for this figure to be consistent across the board to give sellers more power in a deal.
Jennifer mentions that she holds one of the two nationally recognized certifications for business valuation – the CVA (Certified Valuation Analyst) certification through NAACVA (National Association of Certified Valuators and Analysts). She emphasizes the importance of having a certified valuation in addition to a marketing book.
She dives further into the Quality of Earnings report, explaining it as a mini audit designed to ensure that the offer being made for the business accurately reflects the company’s operations. It involves a detailed review of the company’s financial statements to verify the consistency of earnings and the likelihood of future earnings.
Jennifer notes that updates to the book might be necessary during the selling process, especially if there are consistent questions from potential buyers that the book didn’t initially address. The financial information might also need to be updated if it becomes outdated during the selling process.
After questioning from Dave, Jennifer shares valuable insights into the intricacies of deal-making in business transitions. She begins by discussing the top three reasons why deals often fail.
- Time: The process of business transitions can be lengthy and requires considerable energy. The longer it takes to close a deal, the more exhausted everyone involved becomes. Moreover, the extended timeframe opens up the possibility for unforeseen circumstances that could derail the deal.
- Negligence: Sellers, after deciding to sell their businesses, sometimes take their foot off the gas and neglect their business operations. This can lead to declining business results, which can undermine buyer confidence and hamper the deal.
- Lack of Transparency: Sellers who aren’t as transparent as they should be can also jeopardize a deal. Not being upfront about potential issues or challenges can breed mistrust and potentially lead to a deal falling through.
Jennifer goes on to share attributes that make a deal successful. She stresses the importance of being transparent and responsive throughout the process. It’s crucial for sellers to continue running their businesses as efficiently as before until the deal is finalized. She also mentions the importance of starting the process before you think you’re ready.
She then shares valuable advice for both buyers and sellers. For buyers, Jennifer suggests that they should be serious about the process and not merely window shop. For sellers, she warns against falling in love with a potential buyer too early in the process.
In closing, Jennifer recommends allowing a minimum of one year for the business transition process to take place. This timeframe ensures ample time to navigate potential obstacles and successfully close a deal. She emphasizes that this is not a process to be rushed but rather one that requires patience, transparency, and diligence.
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.