Does my Business need an Advisory Board ?

May 11, 2011

In Australia there are 10’s of Thousands of businesses in the $5M to $250M turnover size.

Most have the same issues as the $Billion businesses, but they cannot afford to pay $250K to $1M+ per year for a specialist Advisory Board.

Issues companies need to address for sustainable success – whilst doing business:

Management Finance, Commercial & Legal
  • Business growth strategies
  • Increase in competition
  • Succession planning
  • Changes in business process
  • Leadership
  • Strategic vision
  • Compliance
  • Ageing management team
  • Divergent risk-appetite of Executives
  • Disconnect between Board and Executives
  • Maintaining margins
  • Keeping focus on bottomline
  • Fixed-price contracts
  • Minimising legal exposures
  • Risk vs Reward management
  • Capital to sustain growth
  • Cost of money
  • Return on Investment &/or Capital
  • Exposure to currency fluctuations
  • Mergers & Acquisitions
Research & Innovation Human Resources/Capital
  • Lead-time to Revenue
  • Innovation by competitors
  • Cost of innovation
  • Cost of NOT innovating
  • Value-creation opportunities
  • Service-line extensions
  • Product-line extensions
  • New entrants re-shaping a market (eg: Google)
  • When to innovate, and when to wait
  • Intellectual Property protection
  • Knowledge retention
  • Cost of Retention vs Acquisition
  • Motivation and productivity
  • Fixed vs Variable workforce
  • Total Cost of Employee
  • Skills transfer
  • Team morale
  • Poor internal communications
  • No sense of ownership/belonging by staff
  • “Bench” management
Sales & Marketing Technology
  • Qualifying opportunities
  • Increasing gross margins
  • Salesforce efficiency
  • Brand Identity
  • Brand Promise vs Service Delivery
  • Customer experience
  • Product/Service differentiation
  • Channels to market
  • Channel management
  • Market segmentation
  • Dis-integrated systems
  • Business/Technology alignment
  • Outdated technologies
  • Cost of ICT operations
  • In-house vs Outsourced
  • Poor documentation
  • Limited/No knowledge of systems in use
  • Not leveraging the full benefits of technology
  • Unable to make sense of voluminous data
  • Rising power & consumable costs

The list of challenges facing small to medium, and even large, businesses is bewildering.

The items covered above are only a small sample of the total array of issues that distract business owners and executives away from their main concern – which is making or saving money.

As it just happens, we offer an Advisory Board Bureau that provides you with access to all the expertise you need, when you need it, to help you navigate your way through incredibly complex issues that are taking up TIME YOU DON’T HAVE.

Expertise available through our Advisory Board Bureau

The following list gives you a sense of the expertise at your disposal as/when you need it.

  • Drop-in CEO, COO, CTO, CIO or CFO for a short-term engagement to turn around a company.
  • Development/Review/Validation of a Marketing Strategy or Plan.
  • Mentoring and Measurement of a Sales Team.
  • Mentoring of the CEO/CFO/COO through periods of dramatic change in the business.
  • Development/Review/Validation of a Business Growth Strategy or Plan.
  • Support the business executive team through the pains associated with actual business growth.
  • Oversight of the Acquisition or Divestment of Businesses &/or Business Units.
  • Creating, or Maintaining, High-Performing Teams within a business.
  • Dealing with staff, talent and knowledge retention (or high turnover)
  • Mediating between the Executive Team and The Board where there is a disconnect.
  • Development/Review/Validation of an ICT Strategy or Plan.
  • Oversight of the creation of a Project Management Office to handle all project activity.
  • Health-Check, or Audit, of specific projects that are concerning Management.
  • Specialist sector-specific advice relating to Product/Service innovation.
  • Expanding your sales channels.
  • Health-check of your IT Systems.
  • Benchmarking your Outsourced service providers against industry accepted performance.

So, we can deliver to your business the same quality of Advisory Boards that $Billion businesses have, but with a small business price tag.

How do we do this ?. We’ve aggregated many $5M to $200M businesses, who use our Advisory Board service as a Bureau, which means we can afford to pay for Top Talent by sharing the cost across many businesses.

What will it cost you …. Let’s talk to understand what you need, it could be as little at $5,000 per month.

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Business Insurances that you need to consider as part of an Acquisition or Exit

May 5, 2011

This topic has been coming up a lot in the past month, so I’ve decided to add an entry here to stop having to “pull out the record and play it again”.

Buy/Sell Insurance for Small Businesses

There are over 2,000,000 small businesses in Australia, employing nearly 5,000,000 people.

Buy/sell insurance supported by a well-written shareholders agreement can protect the owners of these businesses and their respective estates from the impact of death, disability and critical illness.

Life insurance can be chosen as the funding medium for an owner leaving a business due to death, total and permanent disability (TPD) or critical illness.

Death (as well as terminal illness) and TPD are clearly events that lead to the departure of an owner/shareholder from a business resulting in a need to transfer his/her business interest to the continuing owner(s).

In that case, it is vital for Directors/Shareholders to enter into a written buy/sell agreement so they can set out their respective obligations regarding the transfer of their equity of the business. Plus, the choice of insurance solution for buy/sell purposes depends on the trigger events being covered.

Level of cover for buy/sell insurance

The sum insured should generally be the value of each owner’s share of the business, updated at least on an annual basis.

For example, if the business consists of two shareholders/owners with an equal share of a business valued at $1 million, the sum insured on the life of each business owner should be $500,000 for the express purpose of buying the deceased/incapacitated owners share (that is, they need the insurance to cover other things like their dependents).

The insurance trigger events should be death and TPD and possibly some well-defined types of trauma. 

Valuation of buy/sell insurance

Given that the Australian Taxation Office will most likely deem that the disposal of a business interest under a buy/sell agreement occurs at market value, it may be prudent to use current market value as the preferred valuation method.

This value would need to be updated on a regular basis (i.e. at least annually).

An alternative would be for the business principals to use a particular formula, reflecting either an industry standard or a method appropriate to that specific business. In this case, it would be prudent for the owners to recalculate the value using the formula, and then subjectively determine whether the outcome is realistic and acceptable. It is worthwhile having the business’ accountant review the valuation and confirm that it is justifiable on ordinary commercial terms, which – depending on the sums insured – may also be an underwriting requirement. 

CGT Considerations

Please talk with your accountant and/or tax lawyer about the Capital Gains implications, to get some understanding of whether CGT liabilities should be incorporated into the buy/sell cover sum insured.

Policy ownership considerations for buy/sell insurance

Certain ownership structures have tax implications depending on the type of structure chosen for buy/sell insurance cover. In any case, it is important for business owners to seek advice that is appropriate to their individual situation and objectives. Regardless of the circumstances, the implementation of a buy/sell agreement is vital. The most common types of structures are as follows:

  • Self ownership – Each business owner owns his or her policy.
  • Cross ownership – Each business owner owns an insurance policy on the life of each of the other owners.
  • Trust ownership – An independent trustee of an insurance trust (also known as a bare trust) owns the policies on behalf of the insured (indirect self-ownership).
  • Superannuation fund trustee ownership – A super fund trustee can own the policies on behalf of the insured.

Buy/sell insurance provides vital protection for small business owners against the impact of death, disability and critical illness. You should be mindful of the important areas of buy/sell cover, including the choice of risk products, the level of cover, business valuations, policy ownership structures and their tax implications.

I highly recommend one of the leading players in personal and business insurance – Risk & Business Consulting (www.riskandbusiness.com.au) – to guide you through the specifics of what you need for this complex but vital area of protecting your business interests.


Revisiting the Topic of “Is 2011 the year of M&A, IPO or the return of Private Equity ?”

February 28, 2011

In 2010, I kept getting asked about this – it seemed to be the topic de jeur in many of the meetings I was in during H1 of 2010.

Check here for a link to the 2010 blog entry I wrote.

As I said last year, everybody has their reasons why they might favour one dominant approach (M&A versus IPO versus PE Funds) over the others, and ultimately that’s what it tends to be … people pushing their own wheelbarrow on the coat-tails of one of these types of trends.

Irrespective of which one ultimately dominates during 2011, there are some things we can definitely observe and therefore make some educated guesses about:

  • Mergers & Acquisitions will continue to be very busy during 2011, continuing what happened in 2010 with industry consolidations and tactical acquisitions.
  • The number of attempted IPO’s in 2010 was only a small % of the successful ones. In 2011 this % will be much higher, and also be based on a much higher number of attempts.
  • Private Equity got a bit of a run-on during 2010, but is still being brought unstuck by having to hold onto the trading operations for much longer than they used to.

Now, whilst those observations are very much SFW, there are some specifics to consider.

M&A.

  • M&A activity will actually be stronger again in 2011 than in 2010, last year it was about businesses leveraging their balance sheets again. In 2011 it is all about growth by acquisition.
  • Businesses were being picked up at 3 x EBIT early in 2010 it got better through the year – but didn’t get to the 6 x EBIT I thought it would. However, roll-ups have intrinsically greater value than a tactical acquisition and this is being borne out by some of the multiples being achieved.
  • At the larger end of town hiring of staff has become very tight, in the SME space it isn’t as tight but this is because they’re being less picky. As always, acquisition is an easier way to get the right people (then you just have to find a way to keep them !!).

IPO’s.

  • Public interest/appetite in solid businesses looking to list has continued to increase, and will do so throughout 2011.
  • Trading conditions are still very fragile in some sectors, so whilst IPO’s are a viable option again, there is definitely enough downside risk to require caution.
  • There are some heavy duty businesses looking to list, an example is the iSelect business in Australia which I gather is looking to IPO and list towards the end of 2011.

PE Funds.

  • The Facewash/Strip/Sell strategies are still not viable because of the EBIT multiples available.
  • PE Funds have had to hold and run businesses for the last 2-3 years, previously they’d have been out in 12 mths.
  • The PE Funds have now got a totally different skillset/timeframe/approach courtesy of the GFC.
  • Providing that trading conditions improve there will be a number of PE Funds looking to offload businesses during 2011, as they seek to reset their investment strategies for the growth times ahead.

Given all of the above, it will be a very active and interesting year for Corporate Advisory firms (like ours) and for those businesses out there that have a good story to tell.

Feel free to contact me if you want to explore this topic in greater detail.


Leadership, Should I Decide with My Head or My Gut?

February 22, 2011

Many years ago, when I was younger and less experienced in business management, I was chatting with the MD of the company I worked for.

We were discussing risk management, as I’m a PMP certified Project/Program Manager and have been for over a decade.

We talked about Risk Management frameworks, and for him it all boiled down to his “gut” in terms of whether the risk seemed acceptable or not.

Now don’t get me wrong, he didn’t just make all decisions based on his “gut” – but it certainly did drive him in terms of requiring more/less validation before making the final decision.

At the time I thought, there must be a better way than just “gut” for determining this sort of thing.

Now, years later, I tend to agree with him. Your gut-reaction to a decision definitely gives you a sense of comfort or foreboding about a decision and its consequences.

So, this leads to the topic of Leadership and the soft-skills associated with being a good leader. Read on for further details.

What is Intuition ?

In simple terms, intuition is when we know something or know what to do without necessarily knowing why.

What to do just comes to us in a flash of insight. Some intuition is instinctive. For instance, if someone starts running after you with an axe, you will most likely have the instinctive (and intuitive) response of either defending yourself or running away. Moreover, your reaction would be entirely rational.

Other intuition is the result of years of training and knowledge building. Police officers, firefighters, military commanders, emergency medical care providers, airline pilots and many others spend years in learning and honing their skills in order to react in an instant with the optimal solution.

Intuition …. So What ?

Our society expects specialists like those I’ve covered above to make high quality intuitive decisions quickly and accurately and then execute them effectively.

A surgeon with many years’ experience in the operating room has much better intuition than a newly-graduated doctor. The same goes for a highly experienced fireman.

In his bestseller Blink, Malcolm Gladwell describes how a veteran firefighter was able to “sense” a change in situation and order all of his crew out of a house just before it collapsed. He was unable to identify the steps in his decision; he just “knew” that it was time to get out.

The same goes for experienced leaders and executives in all walks of life. With many years of life experience, they can just tell if someone “has it” or doesn’t, and no amount of rational deliberation with convince them otherwise.

However, not all intuitive decisions are equal; and in fact some are wrong – or very wrong.

Experience, and in particular depth of experience, is a reliable indicator for a “good” outcome. Conversely, some situations are so novel, that intuition is next to useless and can even be counterproductive. In that case, deliberate decision making is needed in order to think through the factors impinging on the decision and to ensure that a variety of courses of action are considered.

The key here for a business leader is to consciously know whether they have direct or empirical evidence of an intuitive recommendation being “good”. If the answer is YES – follow your intuition; if the answer is NO – you will to take a more deliberate (and deliberative) and therefore rational approach.

Intuition versus Deliberation

As a guide, the following situations lend themselves to intuitive responses because of immediacy:

  • During an emergency, that requires an immediate response in order to save lives;
  • When there are direct threats to physical safety;
  • When a team has gotten lazy or overly reactive in the face of risk, and requires inspirational leadership to fix the situation.

There are situations where both Intuition and Deliberation are suited:

  • When you’ve been made an offer for the sale of your business;
  • When you’re considering “dropping” an existing client;
  • When you need to take action to correct the behaviour of a team/staff member;
  • When you’re considering a merger with another business;
  • When you’re considering taking on another business partner;
  • When you’re considering Product/Service extensions to your business.

Most other situations have enough time built in to them to allow at least some level of deliberation. It is prudent to involve outside experts and to form an advisory team when faced with unusual situations that will require imagination and resolve to turn around.

Finally, intuition does play a role in deliberate decision making because of its ability to generate deeper insights and provide innovative solutions.


The biggest problem in selling your business is what you value goodwill at

June 19, 2010

When I do post-mortem reviews with business owners about business sales that have fallen over, one of the most common points of failure is a dispute over the value of Goodwill.

It is fair to say that establishing a reasonable value for your business is fairly straightforward – in most cases it is a defined multiple of the EBITDA.  However, when this number doesn’t match up with what the current owner(s) want they resort to Goodwill to create the necessary “padding” to create the total value they want.

As the current owner, you’ll unconsciously factor in how difficult it was in the beginning and how much sacrifice was necessary to weather the difficult times.  The owners must realise, however, that others will evaluate your business from a much narrower point of view … it’s ability to return an investment over a fixed period of time with an acceptable margin of risk.

This doesn’t mean that a prospective buyer fails to appreciate your efforts in building the business.

But goodwill is the single most difficult portion of your business to value.  Your reputation and relationships with your customers, vendors and the community, along with your participation in trade-related activities, all contribute to goodwill.  In fact, your customer list is probably among your business’s most valuable assets.  In fact … sales of some businesses are based on this alone.

One of the key factors that causes sales to fall over is greed, or ignorance, with respect to Goodwill.

This is because the factors used to increase/decrease the EBITDA multiple have already been assessed and the judgement has been made.  Therefore you can’t have those contributions to the business valuation TWICE.

Some examples are:

  • The quality of your current clients;
  • The duration of your current contracts;
  • The level of current revenues that are annuity-based;
  • The reputation of the business in the industry/sector it trades in;
  • The strength (or lack of strength) of your competitors;
  • How much of the effort has already been completed that is needed to yield a great return on a product/service.

Some factors that legitimately contribute to Goodwill, and are not likely to be reflected in the EBITDA:

  • Brand recognition;
  • Product recognition;
  • Intellectual Property that has yet to be fully commercialised;
  • Intellectual Property that has real licensing potential;
  • Intellectual Property that can be OEM’d into the product set of a major global player.

As a rough guide, if the Goodwill value is more than 20% of the total business value then you’re double-dipping on Goodwill factors and will have trouble justifying the price.

Remember that in the final analysis, your company is worth only what someone will pay for it.

Generally, a potential buyer’s offer will be influenced by how soon they expect to see a return on their initial investment.  As a guide, anything longer than 5 years is too long … therefore you’re trying to get a higher price than the business can actually deliver to the new owners.

Feel free to contact us if you want to understand more about business Goodwill as part of selling your business.


3 Things Working Against You When Selling a Business

April 29, 2010

Google recently acquired Aardvark, a social media company that lets users tap into the knowledge and experience of their extended network of contacts to get quick answers to specific questions.

Let’s say you’re from Melbourne, but in Sydney on business, and get a dose of back spasms. You can post a question to Aardvark that will ask your friends and friends of friends for a recommendation on a good chiropractor in Sydney.

Google paid US$50M for Aardvark.

Aardvark is a good case study on building a company to be sold. They didn’t try to compete with Facebook for all forms of social media.

Instead, Aardvark specialised in getting obscure questions answered by trusted contacts.

Google is in a Coke vs. Pepsi- battle with Facebook for dominance of the social media category, so it made sense to look at Aardvark as an acquisition.

Could Google have built the same technology? Absolutely !!.

Could Google have acquired Aardvark for less money and time than it would have taken Google to build it from the ground up? Yes again.

Aardvark therefore gets acquired.

We all know that becoming the world’s best at something can help you win business; becoming famous for one thing can also help you sell your company.

Strategic buyers are looking to pick up something new they don’t have and couldn’t easily create on their own. Before doing a lot of due diligence, strategic buyers ask 3 basic questions:

  • How much would it cost us to build from scratch?
  • How long would it take?
  • How much could we buy that company for?

If you offer a broad set of products/services that a potential buyer also offers some/all of, that potential buyer will argue that it would be easier to just build what you’ve created and drop its price below yours or hire a couple of salespeople to go after your customers.

However, if you offer something truly special that is difficult to replicate, the acquirer will want to buy your business instead of wasting the time and money to build it from the ground up.

Becoming a specialist in one thing will not only help you in your marketing; it will also help you get acquired for a premium when you’re ready to exit.

To find out more about where you currently stand as a business you can check out the “Sellability Index Quiz” by going to http://builttosell.com/siq.php and answering the 10 questions to get a view on where your business is at.

Either way, if you’re thinking of selling, you should contact me to help you understand your options (plus I may even know who your “buyer” will be, based on my current clients).


In 2010, high-net-worth individuals are looking to invest in private companies

April 22, 2010

According to a recent survey of 4,169 Australian investors conducted by Wholesale Investor, investor sentiment in private sector investments is buoyant.

The statistics revealed:

  • 76% of investors are seeking investment into private companies
  • 53% have $500k or more to invest
  • 72% believe now is a great time to invest
  • 79% of investors have over 50% of their funds in cash, ready to invest
  • 91% would invest in an early-stage/start-up if strong Board/Management was in place and in a preferred sector
  • 55% said their biggest challenge was finding suitable deals
  • 63% were looking to invest directly into companies
  • 61% sought an equity stake of less than 20%

In addition, the survey revealed several positive factors influencing the private company market.  These include:

  • Former MDs and CEOs are now actively pursuing high-growth businesses.
  • Many smaller VC and PE firms are forming and looking to gain exposure to high quality companies.
  • Larger private firms are taking advantage of market conditions and looking to make strategic acquisitions.

Contrary to the prevailing attitude of doom and gloom, these figures reveal that this is a golden period for business – for those investors and entrepreneurs who are prepared to see the bigger picture, take a calculated risk and back themselves.  As they say “a crisis for some is a blessing for others”.