Please don’t tell me liquidation is my best exit option!

While the typical premise of value in valuing an operating business for a sale/acquisition or exit planning is as a going concern, occasionally, facts and circumstances indicate that an owner would be better off liquidating his or her business.  Unfortunately, this often comes as a shock to an owner who has spent years working in and building a business with the expectation that it can be sold for enough to provide a significant nest egg for retirement.

When and why is liquidation the best course of action?

Fundamentally, liquidation is the best option for an owner-operator when the assets can be sold off or liquidated in an orderly fashion for more money than a rational, well informed buyer would likely pay for the company as an operating business. This is usually the result of the business, as structured, not being profitable enough to pay a new working owner adequate compensation for their labor and yield a reasonable return on their investment (down payment, working capital injection, and closing costs). It can also be the result of exceptionally high risk inherent in the business.

The failure of a business to afford a fair wage to the working owner is an immediate red flag.  Why is the owner willing to be under compensated?  In theory, he or she would be better off liquidating the business and working for someone else.

Sometimes a lack of profitability manifests itself as the business paying no rent or below-market rent on a facility that the business owner or his family owns.  If the business were suddenly burdened with a market rent, as would be the case for a new business owner, the business becomes much less profitable or unprofitable. The owner might be better off liquidating the business and renting the real property to another company.

An example of exceptional business risk is the inability to secure a long-term lease for a location-dependent business.  This problem is particularly acute for retail businesses whose sales can suffer dramatically from relocation, or a business with a very high investment in tenant improvements or equipment installation, such as car washes and food processing businesses.

We frequently uncover these issues and many others in our business valuation and M&A brokerage work, particularly with mature family-owned businesses. Fortunately, with sound business/exit planning, orderly liquidation can often be avoided.