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from IAG M&A Advisors

How Owner’s Compensation Affects the Sale of Middle Market Companies


As an entrepreneur or business owner in the middle market, navigating the world of Mergers and Acquisitions (M&A) can seem like a daunting task. The M&A landscape is complex, filled with opportunities and challenges that require careful planning and strategic decision-making. As such, understanding the dynamics of the M&A process is crucial for any business owner considering selling their business.


The middle market is a vibrant and dynamic sector, often overlooked by the focus on large corporations and small businesses. With annual revenues generally between $50 million and $1 billion, middle market companies represent a significant portion of the economy. They offer substantial opportunities for growth, strategic partnerships, and lucrative exit strategies.

In the context of M&A, middle market businesses are attractive targets for both strategic and financial buyers. Strategic buyers, such as large corporations, seek to acquire businesses that complement their existing operations or allow them to enter new markets. Financial buyers, such as private equity firms, seek businesses with strong cash flows and growth potential that can provide a high return on investment.


Differences between Middle Market and Lower Market Businesses


While both middle market and lower market businesses play a crucial role in the economy, they differ significantly in their operations, scale, and M&A activity. Understanding these differences is key to positioning your business for a successful sale.


Lower market businesses, often with revenues below $50 million, are typically owner-operated, with the owner involved in day-to-day operations. These businesses often lack the formalized management structures and processes seen in larger companies, making them more dependent on the owner’s personal involvement. This dependency can pose challenges during the sale process, as potential buyers may be concerned about the business’s ability to operate effectively without the owner.


In contrast, middle market businesses typically have a more formalized management structure and greater operational complexity. As such, these businesses are often more attractive to buyers as they are viewed as less reliant on the owner, reducing the perceived risk. However, this complexity also increases the importance of careful planning and preparation when selling a middle market business.


Understanding EBITDA and its Importance in Selling a Business


EBITDA, or Earnings Before Interest, Taxes, Depreciation, and Amortization, is a key metric used in business valuation and M&A transactions. It provides a measure of a business’s operating profitability, excluding non-operating expenses such as interest and taxes, and non-cash expenses such as depreciation and amortization.


In the context of selling a business, EBITDA serves as a benchmark for comparing the profitability of different businesses, providing a standardized measure that allows for an ‘apples to apples’ comparison. It is often used by buyers and valuation experts to determine the value of a business, with higher EBITDA generally leading to a higher sale price.


However, it’s important to note that EBITDA is just one of many factors considered in business valuation. Other factors, such as the company’s growth prospects, market position, and management team, also play a crucial role in determining the value of a business.


What is Owner’s Compensation?


Owner’s compensation refers to the total remuneration that the business owner receives from the company. This can include salary, bonuses, dividends, and other benefits such as health insurance or car allowances. In many small and middle market businesses, the owner’s compensation is often significantly higher than what would be paid to a hired manager performing the same role.


Understanding owner’s compensation is crucial when preparing to sell your business. Potential buyers will scrutinize your financial statements, including your salary and other forms of compensation. These expenses will be considered when calculating EBITDA and consequently, the value of your business.


Other Forms of Owner Compensation


In addition to salary, business owners often receive other forms of compensation. These may include dividends, which are payments made to shareholders from the company’s profits, or perks such as company cars, healthcare, or travel expenses.


These forms of compensation can have a significant impact on the company’s financial performance and therefore its valuation. For instance, excessive perks can inflate the company’s expenses, reducing its profitability and potentially its sale price.


The Impact of Owner’s Compensation on Business Valuation


Owner’s compensation has a direct impact on the valuation of a business. When calculating the EBITDA, owner’s compensation is often added back to the company’s earnings. This is because a potential buyer will likely replace the owner with a hired manager, whose salary will likely be lower than the owner’s total compensation.


However, if the owner’s compensation is excessively high, it can raise red flags for potential buyers. They may question the sustainability of the business’s profits or the motivation behind the high compensation. Therefore, it’s crucial to ensure that your compensation is reasonable and justifiable, particularly in the years leading up to the sale of your business.


Factors that Affect EBITDA: A Closer Look at Owner’s Compensation


As we’ve discussed, owner’s compensation is a major factor that affects EBITDA and the overall valuation of a business. However, it’s not the only one. Other factors that can impact EBITDA include the company’s revenue growth, profit margins, operating efficiency, and the industry in which it operates.


When it comes to owner’s compensation, it’s important to remember that its impact on EBITDA is not just about the total amount, but also about how it’s structured. For instance, a high salary may raise concerns about the company’s profitability, while a high dividend payout may raise concerns about the company’s ability to reinvest in growth.


How Owner’s Compensation Influences the Sale of Your Mid-Sized Business


Owner’s compensation is a key factor that can influence the sale of your middle market business. It can affect both the valuation of your business and the attractiveness of your business to potential buyers.


A high owner’s compensation can reduce the perceived profitability of your business, potentially lowering its sale price. On the other hand, a low owner’s compensation can raise questions about the business’s ability to attract and retain a competent replacement for the owner, potentially making your business less attractive to buyers.


Therefore, it’s crucial to carefully manage your compensation in the years leading up to the sale of your business. This involves ensuring that your compensation is reasonable and justifiable, and structured in a way that maximizes the perceived profitability of your business.


Strategies to Optimize Owner’s Compensation before Selling a Middle Market Business


Optimizing your compensation before selling your business can help maximize your sale price. Here are some strategies you can consider:


  1. Reduce unnecessary expenses: Review your compensation and identify any unnecessary expenses that can be reduced. This may include perks such as luxury cars or expensive vacations that are not crucial to the operation of the business.
  2. Benchmark your compensation: Compare your compensation with industry standards to ensure it’s reasonable and justifiable. If your compensation is significantly higher than the industry average, consider reducing it.
  3. Structure your compensation strategically: Consider structuring your compensation in a way that maximizes the perceived profitability of your business. For instance, you may choose to take a lower salary and higher dividends to increase the company’s EBITDA.


What is Owner’s Replacement Salary?


Owner’s replacement salary is the estimated salary that would be required to hire a manager to perform the owner’s role. This is a key consideration for potential buyers, as it provides an indication of the ongoing operational costs of the business after the sale.


When calculating the owner’s replacement salary, it’s important to consider the full scope of the owner’s role. This includes not only the day-to-day management of the business, but also strategic planning, business development, and other high-level tasks.


How to Calculate Owner Replacement Salary


Calculating owner replacement salary involves estimating the market rate for a manager with the skills and experience required to perform the owner’s role. This can be done by researching salaries for similar roles in your industry or consulting with a business broker or valuation expert.


Once you’ve estimated the owner’s replacement salary, it’s important to compare it with your current compensation. If your compensation is significantly higher than the estimated replacement salary, it may be necessary to adjust your compensation to align it more closely with market rates.


Understanding the M&A Process for Selling Your Business


Selling your business is a complex process that requires careful planning and preparation. The M&A process typically involves several stages, including business valuation, preparing a confidential information memorandum, marketing your business to potential buyers, negotiating the terms of the sale, and closing the deal.


Throughout this process, it’s crucial to maintain the confidentiality of your business information and to continue running your business effectively. Potential buyers will be closely monitoring your business’s performance, and any decline in performance could negatively impact the sale price.


The Role of Business Valuation in Selling a Company


Business valuation plays a crucial role in the sale of a company. It provides an estimate of the company’s worth, helping to set the asking price and guide negotiations with potential buyers.


The valuation process involves analyzing the company’s financials, including its revenue, profits, and cash flow, as well as other factors such as its market position, growth prospects, and the quality of its management team. Owner’s compensation is a key component of this analysis, as it directly impacts the company’s profitability and cash flow.


Final Thoughts on Successfully Selling a Middle Market Business


Selling a middle market business is a complex process that requires careful planning and preparation. Understanding the factors that affect the value of your business, including owner’s compensation, is crucial to achieving a successful sale.


Owner’s compensation can significantly impact the valuation of your business and its attractiveness to potential buyers. Therefore, it’s crucial to carefully manage your compensation in the years leading up to the sale, ensuring that it’s reasonable, justifiable, and structured in a way that maximizes the perceived profitability of your business.


Whether you’re just starting to think about selling your business or are already in the process of preparing for a sale, the team at IAG M&A Advisors is ready to help you on your journey. Schedule a call with our experienced M&A advisors to discuss your options and start planning for a successful sale.

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The journey of selling a business starts with getting the right information and asking the right questions. For our team, there’s no greater reward than transforming the lives of business owners, to create the future they want for themselves and their loved ones.

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