“The past is a foreign country, they do things differently there.”
That is the famous first line of the Go-Between by L.P. Hartley. But it is also something of a key issue for any small business owner.
In the space we represent, many agencies were created as a vehicle for the delivery of a craft, be that Visual Design or Web Build for example. Then over time, that agency evolves, grows up maybe, and within 5 or 10 years is a very different beast to that which was founded.
Very often at this point in the entrepreneur journey, the owner engages with someone like MAP to consider possible exit options. This is where the narrative around the business really matters, specifically where potential acquirers or investors are involved.
Anyone who will have heard MAP speak at events, or on the MAP Room Podcast, will know that we are a big believer in owner’s options and as such exit, per se, can take many forms, but this is about looking at your business through the lens of an acquirer / investor.
How do you present your business in its best light?
To continue with the literary metaphor, this is where Analepsis and Prolepsis play a huge role. This is more commonly known as “flashback” and “flash-forward”, ways in which the story of your business can be best told.
ANY INVESTOR WANTS 3 CLEAR VIEWS ON YOUR BUSINESS:
- Where has this business come from?
- Where is this business now?
- Where is this business going?
Each one of these is unique to your agency and each hold a key value to you as the business owner.
Let’s start with the origins of the business.
This is where your Statutory Books are vital. Do you know what these are and can you place your hands on them now so many years later? Within these will be your Register of Members. This needs to be able to demonstrate the shareholders that have been, and maybe gone, though the life of your business. Many of the clients we represent have a very different share structure now to when they started.
The other constant change in the life of an agency, is often the team. We can audit an agency’s contracts of employment, only to find numerous variations of contract exist and, in some cases, where different terms of employment exist for new staff compared to those around from the start.
Also on the staff front, it is likely that in the last few years you have had to set up a Stakeholder Pension through Auto Enrolment. You must be able to evidence the governance of this scheme, and did you really send all those letters to all the new starters who have joined since the initial set up of the scheme?
The other contractual issues that are high on the investor radar are customer contracts. Yes, it is obvious that current contracts will be under scrutiny, but you may be surprised to know that most investors want copies of older, and expired, contracts just to ascertain any historical risks. It then should go without saying that the strength of contracts going forward to underpin any sales forecasts are also of huge significance to both the investor and you.
These are some very basic considerations that it is useful to understand and appreciate when looking at your business through the lens of an investor.
Many owners only look at this when an opportunity exits, and then there is all too often a mad scramble to create a Data Room and try to populate that with the data required by the investor in seeking answers to their many, and in some cases it feels like, never ending questions.
Having personally gone though this numerous times, from both sides of the equation as seller and investor, my learning is that it is best to build this now, well in advance of when it is required.
For those of you who want to understand more about this and how you can best prepare your business, then MAP will be running a series of Webinars throughout this year.
Follow us @WeAreMap_ to be made aware of the schedule of events.
Listen to the MAP Room Podcast here