
We created this guide to help you understand how sellers can achieve the highest possible valuations, entertain the lowest possible levels of risk, and ensure their business succeeds for years to come.
We get it: She’s your baby, and selling her isn’t easy. Whether you built her from the ground-up, inherited her or acquired her, she’s your manufacturing business, and you’ve undoubtedly invested exceptional amounts of sweat and passion into making her grow.
Yet time and opportunity waits for no one. At some point, sentiment aside, it simply makes sense to sell. And that decision is far more than some numbers on a spreadsheet. In just about every case, sellers want to secure their financial future and ensure that their business continues to prosper.
As a seller, countless others have been where you are now. Yet few owners of manufacturing businesses are really prepared for the complexity of what awaits.
That’s where we come in. We’ve created this guide to help manage that complexity by distilling the key information you need to know. Equipped with this guide, you should be ready to navigate each step of the sale process, and ensure that your objectives are all satisfied – ultimately doing what is best for both yourself and the company you’ve built.
Let’s Start With a Quick Reality Check
As you prepare to head to market and dangle that “for sale” sign, there are a few questions you should ask yourself. The first is simple: How would my manufacturing business look through the eyes of a buyer? As the seller, you have a privileged view. Buyers will be looking through a different perspective.
For example, continuity will be critical. As the seller, you have all kinds of institutional knowledge, personal networks, and other attributes that may not be entirely transferable. So to compensate, make sure that your systems and processes are vigorous and sustainable. Document everything (equipment maintenance routines, supplier agreements etc.) and ensure that you can make a clear case that operational disruption is unlikely. You should not appear indispensable.
Buyers in manufacturing have certain things that will be of special interest as they make their assessments. The age and condition of equipment, how efficient your systems are, the competence of your staff, your overall modernization level all play a role in how you are perceived and valued. Sometimes it makes sense to play offense and make upgrades in these areas before selling.
Just remember, it’s all about balancing the cost of investment with the likely return. Not always an easy equation to crack, so it makes sense to rely on an experienced advisor in situations such as these.
Dealing With Your Finances
You may have significant assets on your books as a manufacturing seller, which means getting your financial house in order is imperative. A comprehensive review of financial statements going back at least 36 months is needed. Typically, earnings should be normalized by adding back one time expenses and other items that are not transferable.
Inventory management is also important. If you have too much inventory, that may be a red flag and could be a working capital issue down the line. If you are not doing it already, cycle counting your inventory can pay dividends in terms of operational efficiency and control and may also speed the transaction/diligence process.
Crafting a Narrative
Every business is also a story. What makes your manufacturing business compelling?
Ideally, you can distill this to an elevator pitch. Maybe you’ve got the strongest IP moat in the space. Perhaps you have a market niche that nobody else does. If your company is successful, clearly you have some competitive advantage to articulate. Such differentiators need to be forcefully stated. Buyers aren’t just investing in your spreadsheets – they are buying the idea that there is something special and valuable about your company that positions it well for the future.
Some additional advice that goes for just about any industry: If you have too much revenue tied up in too few clients, work to diversify. Buyers do not want their fate in the hands of a single client or a handful of clients in most cases. If this is unavoidable at the moment, make sure you have a compelling case as to why these relationships are both transferable and likely to last.
Valuing Your Workers
Having a great workforce is especially important in the manufacturing business. Having skilled machinists, production staff, engineers etc. is crucial to your bottom line. Retaining these workers during a period of uncertainty (such as a sale) should be prioritized. Incentive structures, whether bonuses or equity programs, can help keep people onboard. It’s critical to be transparent and reassuring. The last thing you want is a morale issue while your company is being marketed and evaluated. Simple reassurance and updates about the process can go a long way with workers.
Understanding Timing
Unfortunately, we cannot control industry cycles. Sometimes the macro works against sellers, and sometimes it is a tailwind. Understanding how the industry is changing can help you with choosing a more strategic time to exit. It seems simple, but relatively few sellers are thinking long term enough to really factor in macro dynamics.
Conducting the Sale
If only it were as simple as listing your company and waiting for the offers to roll in. If you want to identify the right buyer you need a more surgical approach. Strategic buyers may pay the highest premium, as your company may offer added value that isn’t present elsewhere. Financial buyers, such as private equity, can quickly deploy growth capital and operational expertise. Going beyond this basic segmenting and finding the right match between buyer and seller often requires the help of an expert advisor, someone who has access to buyer and seller networks that are not public, and the wisdom to understand where synergies lie.
An advisor can also play a crucial role in negotiating due diligence, which can be especially challenging in manufacturing. Prepare for scrutiny of environmental records, safety records, quality control, regulatory certifications and much more. Having a trained eye here can help you avoid getting bogged down.
Getting to “Yes”
Deal value isn’t the only thing that matters. The structure is also important. Are you willing to entertain an earnout based on future performance? How long will you stay on post-sale? How much of the purchase price will you finance? Will there be working capital terms?
Many of these issues will require negotiation. While many owners have negotiated vendor deals, a business sale is another matter entirely. Having an experienced advisor in your corner can help ensure that you get the right price and the best possible structure. Many sellers have been left disappointed after only getting one or the other.
What Else Should I Know?
We’ve covered the basics. Now let’s walk through some other considerations that are not quite as obvious.
● Your lease might hold more value than you believe. Limited manufacturing space and rising rents could make a below-market long-term lease a seriously valuable hidden asset. If you are in a strategic location, some buyers may pay a premium. This is especially true if expansion is possible.
● Supply chain troubles have afflicted countless businesses. If your business has domestic supply chains and manufacturing capability, make sure you stress this. Reshoring has created many new opportunities. Buyers may pay a premium for businesses that have less exposure to fragile and unreliable overseas suppliers. This may be true even if costs are somewhat higher. Peace of mind is a powerful asset.
● Think about your scrap metal and waste management contracts. Sustainability and green waste handling are important selling points. Simply offering buyers the opportunity to implement greener operations may hold value. Additionally, there may be circular economy opportunities or profitable recycling programs.
● Your utility agreements or energy contracts may be an asset. In energy-intensive manufacturing operations, good long-term power rates or renewable energy agreements may have a major weight on profitability. Do you have attractive contracts or on-site power generation? Then work those selling points.
● Do you have grandfathered clauses/regulatory permissions? Again, these may be sizable assets. Consider your regulatory permissions and grandfather clauses.Legacy permits and grandfathered exemptions from current regulations are extremely valuable to buyers given how expensive and difficult to acquire new authorizations can be.
● Do you have a feeder pipeline for your workforce? Developing a relationship with local technical schools or community colleges can create another asset. This is especially true in today’s ultra-competitive labor market. Skilled workers are hard to attract and retain, so a self-renewing pipeline of such workers is highly valuable and shows you’re thinking about the future.
● Finally, hidden value may lurk in your process documentation and insider knowledge. That old filing cabinet full of troubleshooting guides and equipment modifications? It might seem like junk but it could contain valuable IP. Have your best workers document their “tricks of the trade” before going to market. This institutional know how can be surprisingly valuable to buyers, who are always worried about post-sale knowledge gaps.
The Takeaway
Selling a manufacturing business is a major task, but it doesn’t have to be an overwhelming one. Working with an advisor can help ensure that no asset goes undiscovered and that your business is presented in the most ideal light possible.
A great advisor will also ensure that both price and deal structure work for you. That advisor will be a trusted, experienced hand during negotiations and diligence, and a sounding board during every step of the process.
Ultimately, a successful sale isn’t just about a great price and the right terms. It’s about finding a buyer who will preserve your legacy – and elevate your business to new heights.


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