Guide to Business Investing

External partners can be as varied as there are businesses and can satisfy a number of needs. Some typical external partnerships include: Suppliers, vendors, outsourcers, Distributors, Customers, Franchises, Competitors, Suppliers, vendors, and outsourcers are an important source of potential partnerships. The outsourcing relationship between Bank of America and Exult mentioned earlier is an example of how a relationship that was once considered transactional in nature can be transformed into a strategic relationship when both partners want to build trust and develop mutual benefits. This award-winning partnership shows that a purposeful and strategic approach to creating an alliance can reap benefits for all involved.

Companies that partner with their customers gain incredible insights into the marketplace. Relationships with customers can help a business move from a single transaction to life-long business. Understanding customers’ needs positions you to provide end-to-end solutions to your customers’ problems and to keep them from depending on a variety of businesses—and potential competitors—to satisfy their needs. By treating your customers as partners and satisfying their needs, building trust and demonstrating the benefits and value you offer, you’ve created a business’s most prized asset, a loyal customer.

When companies respond constructively to employees’ needs, they discover the keys to unleashing extraordinary energy, creativity, productivity, and loyalty. When companies partner with employees, productivity soars. Making the case for investing time, energy, and money in human resource development, however, is as tough a chore as ever because of the ways we’ve thought about business for the last two hundred years. But as we continue to evolve from the industrial age into the information age, our human resources paradigm will need to change. This new age requires us to think about the intellectual capital humans create and how to cultivate it if we want to succeed in the future. The exponential growth in the sophistication of the technologies we use persuades us that this era is different from, and presumably better than, the industrial age. Yet many of our attitudes about how work should be done to maximize productivity haven’t changed from the days when production workers monotonously repeated the same steps on the assembly line for thirty years.

Building great internal partnerships is a critical first step in becoming a partnering powerhouse. Certainly there is terrific potential in this area, but few companies recognize relationships with employees as partnerships. Most take them for granted. But people want meaning and self-fulfillment from their work. They want cordial and respectful relations with the people they meet at work. They want to be part of the enterprise, part of a team, a value to the company. Companies and their employees can have a genuine, active, profitable partnership where everyone gets what they need—but only if they understand the principles of the partnering process and know how to increase their collective Partnering Intelligence.

Order Fulfillment wanted to control inventory reordering. Since they were responsible for inventory cost and managing stock levels, this seemed to make sense. But since Sales Development had the relationship with the vendor; had access to industry trends, consumer tastes, and changes in network features; and understood the impact these factors had on the marketplace, Sales Development wanted to control the ordering process. The situation got so bad that it created animosity between the leaders in the organization. The essence of the situation boiled down to power and control. The power came from the inventory budget: money equals power and control. This is a fairly common dynamic in many organizations, one that can drive some pretty bizarre behavior.

When we brought the two groups together, they agreed to form a partnership. First we clarified their goals. Since sales and order fulfillment objectives were closely related—to make a profit and to satisfy the customer—we were able to align them quickly. Once we had a common goal we were able to redesign the equipment-ordering process so that each group was able to get its needs met. After working through their conflict, the team actually streamlined the process while reducing inventory overhead. This occurred over a one-month period. In the end, the leaders of the two departments created a full partnership between the two departments.

With both cross-functional teams and individual employees, employers must look beyond teamwork and get to partnership.While teams focus on accomplishing tasks, partners must be committed to each other’s success. That difference alone can set your business apart in the marketplace and mean the difference between thriving and surviving.

In North America—and indeed in much of the industrialized world—business has been managed through compartmentalizing work by function. While this approach may have created some efficiencies when organizations were self-sufficient, the information age has made this practice obsolete. Businesses are recognizing that it is through cross-functional processes that customers get satisfied. If one function fails to live up to the customer’s expectations, the whole organization looks bad. Ultimately, the entire organization pays the price for less-than-ideal customer service.

For example, consider a client of mine: Qwest Wireless. Within the business, two departments—Sales Development and Order Fulfillment—were competing with each other to handle a piece of the process. Sales Development was responsible for ordering customer equipment based on customer requirements, industry trends, sales forecasts, and the capabilities of manufacturing vendors. Order Fulfillment managed equipment inventory and shipped customer equipment from a warehouse once an order was received. The crux of the conflict was this: Who reordered equipment when inventory was low? While this may seem a simple inventory management issue, it was much more complex because of the product’s nature. Wireless telephone handsets are a rapidly evolving product that is updated three or four times a year. Although the handset design itself may change only periodically, the software that runs the features is updated many times during the same period. Consequently, a new handset today can be rendered obsolete tomorrow by updated software.

Where a business’s competitive difference is based on its IP (or where its major activity is the commercialisation of its IP), lack of proper protection of the IP (through a patent or trade mark) could be a major impediment to sale. It would be necessary in these circumstances to secure this protection before trying to exit the business.

The competition from low-cost countries (particularly in the Far East) could have a major impact on a business’s long-term profitability and ability to survive. Currently, China is emerging as a major threat to UK manufacturing companies, just as India is in the service sector. As with changes to legislation, businesses affected by this type of competition need to move fast to adapt, or see their value disappear.

When a business’s operations are reliant on agency agreements, it is vital that these agreements are current and in writing. Without this a business could be valueless. Business value will be affected to a lesser extent by lack of current agreements with key suppliers and key employees, but it is still important to try to lock in key employees. Note however, a related problem where the potential purchaser might not wish to keep people with whom you have employment agreements.

Developing new products is usually a long-term task, involving such things as market research design, product development, marketing, etc. Some companies will have existing production facilities and capacity to expand their product range, whilst others will not. Your business’s competitive edge might reside in only one or two products (perhaps because of intellectual property or patents pending) and loss of this could be disastrous to the business’s value.

Here purchasers will be concerned that contracts will not renew, particularly when the vendor leaves after sale. The problem is similar to having too few customers, above.

This is a particular problem with bigger private businesses trying to attract institutional investors or overseas buyers. Research has shown that the businesses with the biggest market share make the biggest profits and if you are in this league, or hoping to move into it, you must increase you share of the market in your industry, or sector, or niche. The time you have given yourself to plan your exit will determine to some extent whether you can achieve an enhanced market share through organic growth or acquisition.

Having only a few customers puts the maintainability of current profits (and the business’s value) in severe doubt. This is particularly acute when the departing vendor has close relationships with these customers. It is surprising, but true, that so many businesses will trade for years with only a few customers or clients and make no effort to expand their customer base. These businesses can be very profitable in the hands of the current owners, who are usually unpleasantly surprised by the difficulty of realising a reasonable price on disposal. Technically speaking, the values of these businesses are depressed because the P/E ratio applied to their profits is very low to compensate for the risks involved in maintaining profits.

Sometimes a business can be profitable even with very low gross margins, (supermarkets being a good example). But, besides businesses with dominant market share and huge sales, a business with low margins carries a high risk. Investors are particularly wary of businesses with low gross margins relative to their industry sector because of their vulnerability to change, not only in market conditions but also in management and ownership.

Where two businesses are making the same net profit, but one is achieving it from a lower gross sales figure (with a higher gross margin) it will probably command a higher valuation than the other that is achieving its profit from a higher sales figure (and a lower gross margin). As a generalisation, this will be because the one with the lower sales and higher margins will command a higher multiple (such multiple being applied to its profits to arrive at the value) because it is less risky. (This is explained more fully in Appendix 1 on business valuation.)

Generally speaking, it is difficult to sell a loss-making business for anything other than net tangible asset value. Exceptions to this rule can be unprofitable early stage businesses with big profit potential, or a business with valuable intangible assets, or where a purchaser removes the acquired business’s overhead costs and adds its sales to his existing operations. Where you are selling a loss-making business, in most cases the best you can hope for is to sell the business as a going-concern and receive marginally more for the assets than they would realise at auction.

At worst, the business will fail to attract a buyer and will be broken up, with its assets sold at auction at fire sale prices. (Where the business is insolvent, the directors will probably have to wind it up immediately, with the assets eventually being sold at auction prices.)

Although most impediments affect gross business value, just as important are things such as lack of tax planning that will reduce your net sale proceeds. Tax planning for exit is covered in detail later on, so I will only make some brief points here. Three issues are important if you are to receive maximum taper relief from Capital Gains Tax (CGT) when selling shares in a company (or assets in a business) namely:

1 How you own your shares (for example, personally or through a holding company.

2 How long you have owned the shares.

3 Whether your company qualifies as a ‘trading company’.

The good news here is that any unfavourable outcomes can be avoided if you allow yourself enough time to structure your affairs correctly before you exit. (Note: Because taper relief from CGT is available to individuals only, owners of companies will wish to sell their shares, instead of arranging for the company to sell its assets. But, a sale of shares will transfer a company’s liabilities as well as its assets to the purchaser, who might not favour this approach. This will put added importance on vendor indemnities and warranties and emphasises the need to ensure that the company is ‘clean’, with all contingent liabilities settled or removed, including outstanding litigation, before you sell.) We will now move onto consideration of some of the major operational impediments to sale, before looking at how long it could take to remove impediments in your business.