Opinions expressed by Entrepreneur contributors are their very own.
Key Takeaways
- The hole between a $300,000 exit and a $900,000 exit isn’t how good what you are promoting is — it’s whether or not you’ve constructed the asset consumers truly pay for.
- Cease optimizing for taxes and begin optimizing for clear books: the pennies you save in April price you tens of millions at exit.
Many entrepreneurs see constructing an organization and ultimately promoting it as the last word achievement. My first exit occurred by chance, and I didn’t even know I’d had one.
I used to be 19, mowing lawns as a result of I’d purchased a mower, and strolling to jobs price me nothing. The day I landed an actual job with medical health insurance, I deliberate to only cease. Inform the customers thanks, transfer on. Then a man knocked on my door and supplied to purchase my consumer record. I had no thought you could possibly promote one thing like that. I took the cash, walked away and spent the subsequent 20 years realizing what number of founders by no means work out what I stumbled into at 19. A small business is an asset, and belongings have worth past what their homeowners suppose.
I’ve now bought 4 corporations myself and mentored someplace between eight and twelve different founders by means of their very own exits. Acqui-hires, fireplace gross sales, the occasional clear win. Most of those don’t make the information. Once you learn “acquired for an undisclosed sum,” half the time it means any person simply dodged bankruptcy.
This text shouldn’t be for you when you’re attempting to engineer a $50 million exit. Above roughly $8 million, you’ll be working with bankers and brokers who deal with most of what I’m about to show you. That is for the founder who’d be ecstatic with a $900,000 end result and may’t get a dealer to return a name as a result of the fee isn’t value their time. That’s most small business owners. Based on BizBuySell’s 2024 Insight Report, the median small enterprise sale was round $350,000, with the common SDE a number of sitting at simply 2.57 occasions throughout all industries. That is the vary the place essentially the most cash will get left on the desk, as a result of no person’s within the room telling you what what you are promoting is definitely value.
One caveat, and I wish to be clear about it. I don’t advise beginning an organization for the exit. Begin it since you’re fixing an actual drawback for actual individuals. However the smartest founders I do know do each. They remedy the issue and construction the enterprise in order that when Google comes calling, they’re prepared.
In case you’re an entrepreneur with aspirations to exit sometime, right here’s what it’s essential know earlier than you sit down throughout from a corp dev crew.
Your consumer record is an asset, even in a service enterprise
That is the lesson the lawnmower man taught me. A clear consumer record — names, what they’ve paid you, how lengthy they’ve been with you over the past three, six, or twelve months — varieties the idea of virtually each small business valuation. You’ll be able to place a defensible quantity on these clients based mostly on their common annual spend.
20 clients paying you $20,000 a 12 months? That’s a $400,000 base valuation earlier than anybody even appears to be like at your operation. Most service enterprise homeowners have by no means considered their e-book of enterprise this manner. They suppose they’re promoting their time. They aren’t. They’re sitting on an asset.
Contracts aren’t forms. They’re proof.
The worth of a contract isn’t that the shopper is certain by it. The worth is that they have been prepared to signal it within the first place.
I’ve watched two almost an identical companies get wildly totally different provides as a result of one had signed agreements and the opposite had handshake relationships and a protracted monitor report. The handshake man was truly extra profitable. He nonetheless acquired much less cash, as a result of the client can’t underwrite a handshake. A signature is proof that the connection is actual, the income is contracted, and it doesn’t stroll out the door whenever you do. Put it in writing, even retroactively. Particularly retroactively.
The EBITDA tax-avoidance entice
This one breaks my coronary heart as a result of I’ve watched it kill offers.
EBITDA (earnings earlier than curiosity, taxes, depreciation and amortization) is the quantity consumers multiply to land in your valuation. And what do small enterprise homeowners do each December? They purchase stock they don’t want. They prepay bills. They run private stuff by means of the enterprise. All of it completely authorized, all of it designed to decrease EBITDA in order that they pay much less in taxes.
It could really feel sensible in April, but it surely’s catastrophic at exit.
Buyers need numbers. In case you’re planning to promote within the subsequent three years, begin exhibiting your actual revenue and pay the actual taxes on it. Your monetary statements must mirror what truly occurred within the enterprise. You can’t promote your organization for seven occasions the cash you spent three years pretending didn’t exist.
I inform each founder I mentor that the day you determine you would possibly exit sometime is the day you cease optimizing for tax minimization and begin optimizing for clear books. The tax financial savings are pennies. The valuation hit is tens of millions.
The e-mail record multiplier
An actual buyer e mail record is value its weight in gold. After I bought Black Helmet to a public purchaser in 2016, the deal included a listing of almost 200,000 precise clients. These weren’t scraped names, not free lead magnets, however precise paying clients. That record alone was sufficient to push the deal throughout the brink the client wanted to justify it internally. They put a worth per title based mostly on what it price them to amass one by means of promoting — someplace round $2.50 a head.
Do the maths on that. In case you’ve acquired a listing with actual engagement and actual buy historical past, that’s a line merchandise in your valuation. Most founders don’t even know what their open charges are, not to mention what a purchaser would pay for the record. Discover out.
The shopper focus killer
Right here’s a query each corp dev crew will ask throughout the first thirty minutes: what share of your revenue comes out of your largest buyer?
Based on FOCUS Investment Banking, when a single buyer represents an excessive amount of of a enterprise, the transaction valuation could be lowered by 20-35%. Most consumers begin flagging focus danger above 15-20%, and above 30% you’re taking a look at severe a number of compression — if the deal occurs in any respect. It doesn’t matter how good the connection is or how lengthy they’ve been with you. From the client’s perspective, you’re not promoting them a enterprise. You’re promoting them one buyer, and one cellphone name from being out of enterprise.
In case you’re a 12 months or two away from promoting, that is essentially the most fixable drawback on the record. Diversify. Push laborious on gross sales. Get your greatest buyer beneath 15% of income earlier than you ever stroll right into a dialog. The work you do that 12 months immediately interprets to a number of growth subsequent 12 months.
Take the ‘what occurs when you get hit by a bus’ take a look at
That is carefully associated, and equally deadly. If the enterprise can’t run with out you in it, you don’t have a enterprise. You’ve gotten a job that pays nicely.
Consumers will sniff this out immediately. Who handles gross sales? You. Who manages the important thing vendor relationship? You. Who is aware of the place the our bodies are buried in operations? You. Each “you” reply cuts the a number of.
The repair is unsexy and sluggish. Rent, doc, delegate. Write down the SOPs. Put a gross sales supervisor in place. Practice somebody to deal with the relationships you’re holding personally. A enterprise that runs with out the founder sells for meaningfully greater than the identical enterprise that doesn’t, even when the financials are an identical.
Expertise acquisitions: flip the maths
Right here’s the leverage most founders miss after they’re being acquired by a a lot bigger firm.
Say you’ve constructed a product doing $1 million a 12 months at 30% gross margins. EBITDA of $300,000. Purchaser provides you seven occasions EBITDA, so $2.1 million. That seems like an actual quantity. You’re tempted to take it.
However now have a look at it from their aspect. They’ve 50,000 clients. Your product, dropped into their distribution, can plausibly add $10 million to their prime line in 12 months one. You’re not promoting them what you constructed. You’re promoting them what they will do with what you constructed.
That reframe modifications every little thing in regards to the negotiation. The query isn’t what what you are promoting is value standing alone. The query is what it’s value inside their machine. In case you stroll in with the standalone quantity, you’ll get the standalone worth. In case you stroll in with the built-in quantity — with the maths, the shopper overlap evaluation, the real looking year-one synergy — you’re taking part in a unique recreation.
Construct towards recurring income (that is the headline lever)
In case you take one factor from this text, take this: in accordance with BizBuySell, the common small enterprise sells for two.57 occasions vendor’s discretionary earnings. Now have a look at the SaaS aspect. SaaS Capital, which has tracked personal B2B SaaS valuations since 2007, stories the present band sits at 5.5x to 8x annual recurring income, with the general public SaaS Index median at 7.0x. Identical income {dollars}, double or triple the exit valuation.
The distinction is predictability. Consumers pays a large premium for income that exhibits up each month with out you having to re-sell it.
You don’t should be a software program firm to get some model of this. You’ll be able to take a service enterprise and platform-ize it. Construct a login, a dashboard, a recurring cost system, a deliverable that lands each month for $500 or $5,000 as a substitute of being a one-off engagement. You’re now promoting subscriptions as a substitute of companies. The a number of expands in a single day.
It’s not private. It’s not your child.
When a lowball bidder opens with an insulting quantity, founders take it personally. They get offended. They get defensive. They get rattled, they usually stroll away from the dialog solely, not realizing what felt like an insult was simply the opening provide.
You might be tempted to show over the desk and stroll away, however don’t. That’s actually the job. The customer’s position is to amass you for as little as attainable. Your position is to know what you’re value and refuse to flinch. It’s not private, and it’s not your child. Individuals don’t promote their infants. They promote companies. You say $8, they are saying $1; the reality is someplace round $4 to $5, and the sport has formally began. In case you don’t have the info — the shopper record, the contracts, the clear books, the mixing math, the solutions to the shopper focus and key-person questions — you’re going to lose that recreation. They’re skilled. You aren’t.
So earlier than you sit down on the desk, sit down with forty different tables first. Ship 40 chilly emails to company improvement groups on LinkedIn. 4 will reply. Two will agree to fulfill. Take these conferences even when you’re not promoting. Particularly when you’re not promoting. The questions they ask you’ll train you what truly issues in a valuation. Then construct what you are promoting in order that when the actual dialog comes, you’ve acquired the solutions prepared.
That’s the entire recreation. Construct the asset. Know what it’s value, and don’t blink.
Key Takeaways
- The hole between a $300,000 exit and a $900,000 exit isn’t how good what you are promoting is — it’s whether or not you’ve constructed the asset consumers truly pay for.
- Cease optimizing for taxes and begin optimizing for clear books: the pennies you save in April price you tens of millions at exit.
Many entrepreneurs see constructing an organization and ultimately promoting it as the last word achievement. My first exit occurred by chance, and I didn’t even know I’d had one.
I used to be 19, mowing lawns as a result of I’d purchased a mower, and strolling to jobs price me nothing. The day I landed an actual job with medical health insurance, I deliberate to only cease. Inform the customers thanks, transfer on. Then a man knocked on my door and supplied to purchase my consumer record. I had no thought you could possibly promote one thing like that. I took the cash, walked away and spent the subsequent 20 years realizing what number of founders by no means work out what I stumbled into at 19. A small business is an asset, and belongings have worth past what their homeowners suppose.
I’ve now bought 4 corporations myself and mentored someplace between eight and twelve different founders by means of their very own exits. Acqui-hires, fireplace gross sales, the occasional clear win. Most of those don’t make the information. Once you learn “acquired for an undisclosed sum,” half the time it means any person simply dodged bankruptcy.

