The Sign Businesses For Sale Blog

Is Now The Time to Sell Your Signs and Graphics Business?

I often get asked by signs and graphics shop owners “How is the market for selling my business?” which is then followed by brief references to the economy and whether the business transaction market place has recovered to pre-recession levels.  I’ll get to the answer, but first a little background.

Signs and graphics shops, like most businesses, are typically sold based on a “multiple of earnings”.  “Earnings” can be assessed in slightly different ways depending on the size of the business, and the “multiple” is a factor that varies based on industry and size of company.  The higher the “earnings” are, typically the higher the “multiple” may be.  As an example, if a business has “earnings” of $100K, and the typical “multiple” for that industry and size has been established at “2.5”, then the value of the business is calculated as 2.5 x 100K = $250K.  However, if a business in the same industry generates earnings of $350K, then the “multiple” may be “3 or greater”, generating a value in excess of $1,050,000 (3 x $350K).

Obviously, market timing can have an impact on the selling process, particularly if one is comparing the statistics during the lowest depth of a recessionary period versus the highest peak of a period of an economic boom.  And, in general, “multiples” do tend to increase slightly as the economy improves, especially if finance lending loosens accordingly.  However, these variations are minimal except at the ends of the spectrum, and the biggest cause of the statistical decline is often more directly related to the overall “earnings” within the group rather than the actual multiple a buyer may pay for the same earnings amount at a different point in time.

Pratt’s Stats, a leading private company transaction database, provides transactional detail history on over 22,000 private company transactions.  The statistics are gathered from a variety of sources, including business brokers, mergers & acquisitions specialists and investment bankers.  While statistics can be manipulated to make almost any case, and are only as reliable as the reporting received, let’s look specifically at the sign industry over the last decade – before the great recession (2004 -2008) versus the period of 2009 to date as the economy has improved.

The “ earnings multiple” factor for sign business transactions was slightly higher in the “prior to 2009” group than the later group, however the difference is minimal, and when taking into consideration the average value of assets included in the transactions, there is literally no difference.  The notable period where there was a difference, and a significant one, was in 2010 and a portion of 2011.  The “multiple” factor dropped by greater than 16%, and the total number of transactions for the industry was minimal.  As you may recall, this period was the most difficult time for anyone to get a bank loan, forcing sellers to finance many of the transactions that occurred.

It is important to note that even during 2010, there were several transactions that attained the typical or standard value one may expect.  A couple of examples are noted below:

  • Sign and graphics shop with annual revenue of $2.15M, and earnings of $274K, sold for $850K, a multiple of 3.10.
  • Sign and graphics shop with annual revenue of $2.24M, and earnings of $404K, sold for $1.3M, a multiple of 3.22.

Another statistic of note during the post recession period is that there were fewer sales of signs and graphics shops that performed below the industry standards or were marginally profitable if at all.  Poor performing businesses have been much harder to sell in the post recession period than during the pre-recession period.

Please keep in mind that most buyers will not just focus on the most recent financial year, but will likely use an average of the last two to three years. Also keep in mind that these statistics are not meant to suggest an exact valuation formula, as there are variances from deal to deal and there are many factors involved in each deal.  With that said, the statistics do provide guidelines that one should consider in their planning process.

As for overall business transaction activity, BizBuySell, the Internet’s largest business-for-sale marketplace, has reported that second quarter 2014 small business transactions reached the highest levels reported since before the recession hit in mid-2008.

So, back to the initial question of market timing for selling a sign business – the answer is “GOOD”, but the real question one should be asking is “Is your business ready to go to market?”  While financial performance is the single most important element affecting the value of a sign business, there are many other factors to be considered as well.

  • Recent trends in revenue and profits – are these increasing each year?
  • Are the financial records “clean” and properly representative of the performance of the business? This is not only critically important to the buyer, but also for the bank that may be financing the transaction.
  • Are all tax returns and other government filings up to date?
  • Is production equipment considered current technology or is it obsolete?
  • Is your customer base diversified across a variety of industries?
  • Is your customer base diversified across a number of customers? In the eyes of a buyer, a single customer that accounts for more than 15% – 20% is viewed as a risk.
  • Is your business automated, using current technology to maximize efficiencies?
  • Do you have historical records of customer transactions (a computerized customer database)?
  • Are past customer graphic files stored electronically and accessible?
  • Do you have a website? Is e-commerce an active part of your business?
  • Staff status – do you have tenured people in place? Do you have a competent second in command on staff?
  • Have you delegated to the point to where the business does not rely on you for survival?
  • Physical location – is your business in a desirable location? Is the facility relatively clean, neat and organized?
  • Lease status – do you have additional years remaining on a lease and is it transferrable to a buyer?

These are a few of the items you should consider when assessing your business – the more you are able to answer the above questions in the affirmative, the better your signs and graphics business should be positioned to sell, and more importantly to maximize the sales price!

The Deal Is Almost Done — Or Is It?

The Letter of Intent has been signed by both buyer and seller and everything seems to be moving along just fine. It would seem that the deal is almost done. However, the due diligence process must now be completed. Due diligence is the process in which the buyer really decides to go forward with the deal, or, depending on what is discovered, to renegotiate the price – or even to withdraw from the deal. So, the deal may seem to be almost done, but it really isn’t – yet!

It is important that both sides to the transaction understand just what is going to take place in the due diligence process. The importance of the due diligence process cannot be underestimated. Stanley Foster Reed in his book, The Art of M&A, wrote, “The basic function of due diligence is to assess the benefits and liabilities of a proposed acquisition by inquiring into all relevant aspects of the past, present, and predictable future of the business to be purchased.”

Prior to the due diligence process, buyers should assemble their experts to assist in this phase. These might include appraisers, accountants, lawyers, environmental experts, marketing personnel, etc. Many buyers fail to add an operational person familiar with the type of business under consideration. The legal and accounting side may be fine, but a good fix on the operations themselves is very important as a part of the due diligence process. After all, this is what the buyer is really buying.

Since the due diligence phase does involve both buyer and seller, here is a brief checklist of some of the main items for both parties to consider.

Industry Structure

Figure the percentage of sales by product line, review pricing policies, consider discount structure and product warranties; and if possible check against industry guidelines.

Human Resources

Review names, positions and responsibilities of the key management staff. Also, check the relationships, if appropriate, with labor, employee turnover, and incentive and bonus arrangements.

Marketing

Get a list of the major customers and arrive at a sales breakdown by region, and country, if exporting. Compare the company’s market share to the competition, if possible.

Operations

Review the current financial statements and compare to the budget. Check the incoming sales, analyze the backlog and the prospects for future sales.

Balance Sheet

Accounts receivables should be checked for aging, who’s paying and who isn’t, bad debt and the reserves. Inventory should be checked for work-in-process, finished goods along with turnover, non-usable inventory and the policy for returns and/or write-offs.

Environmental Issues

This is a new but quite complicated process. Ground contamination, ground water, lead paint and asbestos issues are all reasons for deals not closing, or at best not closing in a timely manner.

Manufacturing

This is where an operational expert can be invaluable. Does the facility work efficiently? How old and serviceable is the machinery and equipment? Is the technology still current? What is it really worth? Other areas, such as the manufacturing time by product, outsourcing in place, key suppliers – all of these should be checked.

Trademarks, Patents & Copyrights

Are these intangible assets transferable, and whose name are they in. If they are in an individual name – can they be transferred to the buyer? In today’s business world where intangible assets may be the backbone of the company, the deal is generally based on the satisfactory transfer of these assets.

Due diligence can determine whether the buyer goes through with the deal or begins a new round of negotiations. By completing the due diligence process, the buyer process insures, as far as possible, that the buyer is getting what he or she bargained for. The executed Letter of Intent is, in many ways, just the beginning.

Buying a Business – Some Key Consideration

  • What’s for sale? What’s not for sale? Is real estate included? Is some of the machinery and/or equipment leased?
  • Is there anything proprietary such as patents, copyrights or trademarks?
  • Are there any barriers of entry? Is it capital, labor, intellectual property, personal relationships, location – or what?
  • What is the company’s competitive advantage – special niche, great marketing, state-of-the-art manufacturing capability, well-known brands, etc.?
  • Are there any assets not generating income and can they be sold?
  • Are agreements in place with key employees and if not – why not?
  • How can the business grow? Or, can it grow?
  • Is the business dependent on the owner? Is there any depth to the management team?
  • How is the financial reporting handled? Is it sufficient for the business? How does management utilize it?

Selling Your Business? Expect the Unexpected!

According to the experts, a business owner should lay the groundwork for selling at about the same time as he or she first opens the door for business. Great advice, but it rarely happens. Most sales of businesses are event-driven; i.e., an event or circumstance such as partnership problems, divorce, health, or just plain burn-out pushes the business owner into selling. The business owner now becomes a seller without considering the unexpected issues that almost always occur. Here are some questions that need answering before selling:

How much is your time worth?
Business owners have a business to run, and they are generally the mainstay of the operation. If they are too busy trying to meet with prospective buyers, answering their questions and getting necessary data to them, the business may play second fiddle. Buyers can be very demanding and ignoring them may not only kill a possible sale, but will also reduce the purchase price. Using the services of a business broker is a great time saver. In addition to all of the other duties they will handle, they will make sure that the owners meet only with qualified prospects and at a time convenient for the owner.

How involved do you need to be?
Some business owners feel that they need to know every detail of a buyer’s visit to the business. They want to be involved in this, and in every other detail of the process. This takes away from running the business. Owners must realize that prospective buyers assume that the business will continue to run successfully during the sales process and through the closing. Micromanaging the sales process takes time from the business. This is another reason to use the services of a business broker. They can handle the details of the selling process, and they will keep sellers informed every step of the way – leaving the owner with the time necessary to run the business. However, they are well aware that it is the seller’s business and that the seller makes the decisions.

Are there any other decision makers?
Sellers sometimes forget that they have a silent partner, or that they put their spouse’s name on the liquor license, or that they sold some stock to their brother-in-law in exchange for some operating capital. These part-owners might very well come out of the woodwork and create issues that can thwart a sale. A silent partner ceases to be silent and expects a much bigger slice of the pie than the seller is willing to give. The answer is for the seller to gather approvals of all the parties in writing prior to going to market.

How important is confidentiality?

This is always an important issue. Leaks can occur. The more active the selling process (which benefits the seller and greatly increases the chance of a higher price), the more likely the word will get out. Sellers should have a back-up plan in case confidentiality is breached. Business brokers are experienced in maintaining confidentiality and can be a big help in this area.