The old term “putting lipstick on a pig” refers to prettying up a mediocre asset right before you want to sell it. Prior to marketing, the seller makes changes that cause things to look better than they really are under the surface. There is little difference between a cheap paint job on a used car to hide rust or new carpet in a house to cover cracks in the foundation and short-term cosmetic changes at a company justified as “preparing for sale.”
Here are four key mistakes business owners often make when trying to prepare their companies for sale:
■ Shallow bench: Sellers often hold off hiring personnel in key management positions such as senior vice president of sales, controller and manager of procurement. They do this to minimize administrative costs in hopes of increasing sale value. Most buyers will evaluate the leadership team and make purchase price adjustments to account for those vacant positions.
The leadership team (both the C-suite and upper management) is a critical value-driver for buyers of businesses. As such, business owners should always maintain the strongest, most complete team whether the business is for sale or intends to remain independent.
■ As-is, where-is: Often, sellers neglect making necessary investments in machinery, facilities or IT systems to preserve cash and/or pad the bottom line. Any sophisticated purchaser of your business will take into account the need to remedy inappropriately deferred capital expenditures and a buyer’s perception of these deferred costs could be greater than those if the business had been maintained all along.
Well-run, growing businesses require ongoing investment. Machinery wears out, IT systems require updating and facilities need refurbishment. While every capital expenditure should be highly scrutinized based on cost and overall contribution to efficiency, deferring critical investment in hopes of increasing sale value is a mistake.
■ Pump-up the balance sheet: Another mistake sellers make is in the area of working capital. Balance sheet cash can be increased by more aggressively collecting receivables and extending payables in ways that are inconsistent with historical practices.
To detect this, buyers of businesses often include a “working capital adjustment” in their purchase consideration. If the company has been pulling cash out by collecting accounts receivable and/or extending payables, there will likely be a negative working capital adjustment.
Strong businesses have consistent working capital and cash-conversion cycles, and temporarily changing best practices can irreversibly impact vendor and customer relationships. Maintaining consistency will preserve these relationships and be rewarded in the purchase multiple offered by a discerning buyer.
■ Run on a shoestring: Some sellers try to operate their businesses with the bare minimum of liquidity in order to increase perceived working capital. This is more difficult to identify, since there is a fine line between capital efficiency and too little operating cushion.
Buyers will again employ a working capital test and closely evaluate the historical monthly fluctuations in receivables and payables. If there are certain months where larger fluctuations necessitate an operating cushion, this will be factored into the purchase value.
Once lost, liquidity can be difficult to regain. It is better to always operate the business leanly but with enough liquidity to provide cushion for seasonal working capital variances and to support ongoing growth.
While the decision to sell your business requires a new perspective, it doesn’t necessitate changes in fundamental operating principles. Making short-term cosmetic changes in an attempt to “prepare the company for sale” will ultimately be visible to the buyer, can create lasting customer and vendor challenges, and won’t be rewarded in increased sale value.
Focus on fundamental operating principles and maximize the value of your business — no lipstick required.
Craig Dupper is managing partner at Solis Capital Partners (www.soliscapital.com), a private equity firm in Newport Beach, Calif., focused exclusively on lower-middle-market companies.