Preparing for sale: more value before you sell, not at the negotiating table.

What preparation delivers.

A buyer pays for profit he can confidently expect after the takeover. Every risk he sees comes off the price or returns in the terms. Preparation pays off in three ways:

• A higher multiple. The multiple is the price of risk. Spread clients, written contracts and a team that runs without you make the business predictable, and that factor counts over your entire EBITDA.
• A short due diligence. If everything is ready and correct, the buyer finds little new. Every finding is a reason to reopen the price.
• Better terms. Less uncertainty means more cash at closing, a smaller earn-out and lighter warranties. Sometimes that is worth more than a higher headline price.

Seven levers buyers price in.

These are the points where we find the most value in a pre-exit project for a temp agency, secondment firm or payroll company:

1. Normalise, with evidence. A management fee above or below a market salary, one-off costs, private expenses in the company. Only what you can document survives due diligence.
2. Client concentration. If more than 30% of revenue comes from one client, a buyer prices in the risk. Winning and growing new clients takes time, so start early.
3. Contracts and framework agreements. A handshake does not count in a data room. Put rates, notice periods and terms on paper, and check change-of-control clauses so a key client cannot renegotiate at the takeover.
4. Dependence on you. If key clients, planning and sales all run through you, the buyer is mostly buying you. Hand over relationships while you are still there.
5. A management layer. A second layer that decides on its own, and documented processes from recruitment to invoicing, make the business transferable.
6. Administration and reporting. Revenue is hours times rate: show it per client and per worker, reconciled with invoicing and payroll, with monthly margin per hour, turnover and the phase A, B and C mix. Watch debtors and working capital too.
7. Compliance. NEN 4400-1 and SNA without gaps, the ABU or NBBU CAO applied correctly (the inlenersbeloning until 2026, equivalent pay since), wage tax, StiPP pension and G-account in order, freelancers set up to withstand Wet DBA enforcement, and the Wtta admission arranged.

None of these points is new to a buyer. The difference is who finds them first. Find them a year ahead and you fix them; let the buyer find them and you pay for them. Not sure where you stand on the Wtta? The Wtta check (in Dutch) gives you an action list in a few questions.

A worked example.

Preparation works on both numbers in the valuation formula at once. Take an agency with €500,000 of EBITDA:

Half of the €525,000 comes from normalisation: that €50,000 of profit already existed, but without evidence a buyer ignores it. At 5x it is worth €250,000. The other half is the multiple: half a point more on €550,000 is €275,000, earned with less risk. Together that is 21% more. It is an example, not a promise, but the direction always holds.

How long it takes.

At least a year, preferably two, because a buyer looks at the last two to three financial years.

1. Baseline (first weeks). We value your business the way a buyer would and go through the seven levers. You get a list of what costs value, what adds value and what comes first.
2. Figures and compliance (first six months). Reporting, documented normalisations, a market-rate management fee, closing gaps in certification and CAO, arranging the Wtta admission.
3. Commercial and organisation (the following year). Spreading clients, framework agreements, growing the second layer. This takes time, and it is what moves the multiple.
4. To market. When the figures carry the story: teaser, information memorandum and data room, then a sale process of 6 to 9 months.

Exit readiness with a CFO's eye.

Your accountant prepares your annual accounts. A buyer prepares something else: an analysis of how much of your profit he can really take over. We do that analysis first. Stef Kanen, chartered accountant from the M&A and audit practice of EY with CFO experience and an exit of his own, tests your figures and normalisations before a buyer does. Robbert Jan de Rooij, a former staffing agency partner, looks at the commercial and organisational choices buyers reward. Ron van Oeveren brings 27 years of M&A experience in HR services.

The first conversation and the value check are free. For a project we agree the fee in writing beforehand, mostly success-based. Preparing does not oblige you to sell. When you are ready, we run the sale of your staffing agency with buyers who registered a search profile with us.

What to avoid in the run-up to an exit.

• Starting when a buyer calls. Then you sell the business as it is. An improvement without annual figures behind it is a promise, not proof.
• Cutting costs to lift profit. Fewer recruiters boosts EBITDA briefly, but buyers see it and your growth stalls in the sale year.
• Buying revenue with margin. Extra hours at a low rate make you bigger, not more valuable. Buyers look at margin per hour.
• Doing it all alone. A sale next to daily management is a second job, and the figures often slip in exactly the wrong year.