The Art of Waiting: Patience, Policy, and the Market in 2025

/in /by Joe Orlando

In the current business and financial landscape, characterized by the rapid pace of information, transactions, and decisions, there is a certain discomfort and even annoyance associated with waiting. Where delay often signals indecision, risk, or a missed opportunity, waiting feels unnatural. Yet, in 2025, the financial markets and those participating in them are collectively doing just that: waiting.

  • Waiting on the U.S. Congress to finalize the “Big Beautiful Bill.”
  • Waiting on the resolution of proposed tariffs that could reshape global trade.
  • Waiting to make gifts, close deals, invest in equipment, or sell businesses.

Some believe in the art of waiting as a strategy. John Maeda, the acclaimed artist, designer, technologist, and current Head of Computational Design for Microsoft’s AI platform, has argued for years that in a world obsessed with frictionless experiences and instant feedback, the most profound decisions and designs often emerge from the quiet power of waiting.[1]

Waiting by Design

In his book The Laws of Simplicity, Maeda wrote that “waiting is an essential part of the creative process. It forces a pause, a breath that allows for judgment, restraint, and meaning.”[2] In his world, good decisions aren’t just about speed or ease; they’re about intent and the need to pause and consider before acting. Investors, business owners, and advisors are currently either paralyzed or intentionally delaying significant decisions. Why? Because the markets in which they compete and live face a future in flux. While there is transparency in their access to information, there remains little to no clarity.

Maeda might advise that action without clarity is not bold, but rather reckless, and that a good strategy includes knowing when to slow down. In markets and Maeda’s world of design, intentional waiting is a form of respect for complexity. It’s a space to prepare, observe, and clarify before acting. It’s knowing that rushing into a decision without understanding the rules that will govern it may not be brave; it may simply be unproductive.

The current economy isn’t necessarily broken: it’s simply iterating. Advisors and clients alike would do well to recognize that the current “rules that will govern” are more in a design than a deployment phase. The most impactful moves of 2025 may not be the ones made in June, but the ones made after Congress finishes sketching the tax and trade contours of the next decade. For now, the market is waiting. And that, as Maeda would tell us, might be the smartest move we make all year.

The Stakes are Clear

The inputs (pending legislation, political dynamics, macroeconomics) are complex. The outputs (estate planning, M&A, capital investment) are being held back, not because of fear, but because the user experience is still loading.

  • If the estate and gift exemption drops as scheduled in 2026, families may need to act urgently by year-end 2025.
  • If the current tax bill passes, raising that exemption to $15 million and locking in favorable tax rates, the pressure to act disappears, and planning horizons extend.
  • If bonus depreciation and business interest deductions are expanded, corporations may revive shelved investment plans.
  • If tariffs expand, manufacturing, agriculture, and tech may need to reconfigure supply chains, delaying M&A or capex even longer.

Final Thought: Designing for the Unknown

The professionals who thrive in this environment are those who, like good designers, embrace the silence between the inputs and the outputs. As they wait, they draft deal structures and create estate strategies that can pivot. They monitor the legislative progress, not with panic, but with the discipline of someone who understands when there is clarity and the time to act.

Exit Strategies has certified appraisers serving businesses across all industries with deep  expertise in the valuation of enterprise and fractional ownership interests for tax, financial reporting, and strategic purposes. If you’re interested in discussing these topics and require these valuations, please contact Joe Orlando at 503-925-5510 or jorlando@exitstrategiesgroup.com. We’re here to help.

References: 

[1] https://yingyingzux.medium.com/the-laws-of-simplicity-john-maeda-fff929abda59

[2] http://lawsofsimplicity.com/

Why Founders Must Strengthen Leadership to Maximize Exit Value

/in , /by Al Statz

You’ve built a solid business. It’s profitable, growing, and respected in your industry. But here’s the hard truth: if your company can’t run and scale without you—it’s not as valuable as you think.

Overdependence on the founder is one of the most common value-killers in lower middle market companies. Buyers and investors spot it quickly, and when they do, they get cautious or lose interest. It introduces transition risk, limits scalability, and creates headaches in a sale process. That means lower offers, tougher terms, and a longer runway to exit.

If you’re the one closing deals, managing key relationships, making every big decision, or firefighting across the company, then you’re not running a scalable business. You’re running a founder-reliant operation—and that’s a red flag for most serious purchasers of companies. (If you’re young and energetic enough and open to leading a minority ownership position, consider a majority recapitalization strategy.)

 

The Fix: Build a Business That Runs Without You

The fastest path to a higher valuation and a smoother exit is straightforward: build a leadership team that can operate without your constant involvement. Here’s how:

  1. Develop Internal Leaders

Start by identifying the high-potential players already on your team. Mentor them. Put them in stretch roles. Promoting from within has big advantages:

  • Cultural continuity – They already know how you work.
  • Morale boost – People stay when they see a path to growth.
  • Cost-effective – Avoids costly hiring mistakes and onboarding cycles.
  • Faster ramp – Internal leaders already know your systems and processes.
  1. Delegate Like You Mean It

Delegation isn’t dumping tasks—it’s handing off responsibility and letting others make decisions. Push authority down. Let your managers own their functions. If every decision still runs through you, you’re not delegating. You’re bottlenecking.

  1. Institutionalize Succession Planning

Succession planning isn’t just for retirement—it’s a business continuity imperative. Make it routine to talk about who’s next in line, not just for your role, but for every key position. Buyers love seeing a talent pipeline. It signals stability and scalability.

  1. Eliminate Single Points of Failure

Which functions in your organization are too dependent on one person? Sales, IT, finance? Document processes and procedures. Cross-train. Put backup plans in place. Redundancy lowers risk and enables growth. That’s what buyers pay for.

  1. Lead the Change

Owners often have a hard time letting go. But if you want your company to grow—or sell—you have to move from day-to-day operator to coach, strategist, and culture-builder. That’s how you build and protect enterprise value and increase your company’s attractiveness to buyers.

Final Thought: Make Yourself Useful but not Critical

The more replaceable you are, the more valuable your company becomes. If you’re still the rainmaker, the firefighter, and the final decision-maker on everything, your business probably isn’t worth much.

Start by building your bench. Empower your team. Take yourself out of the critical path. That’s the path to creating real value—and real options for a successful exit.

For information about Exit Strategies Group’s M&A advisory or business valuation services, please contact Al Statz at alstatz@exitstrategiesgroup.com.

Work “on” your business to build transferable value

/in /by Al Statz

If you’re a business owner, you know how easy it is to get caught up in the daily hustle and bustle of running the business—I inhabit that space myself most of the time!  It’s all too common to find ourselves knuckling down on our inboxes, serving clients, and managing employees, and putting out fires

However, this hands-on approach, while often necessary in the early stages of a business, can create a business that’s overly dependent on us as owners. To truly scale, we need to shift our focus from working “in” our business, to working “on” it.

The pitfalls of working “in” your business

When you’re constantly immersed in daily operations, you risk becoming a bottleneck for growth. Your business becomes limited by your personal knowledge, relationships, capacity, energy, and time. This not only stunts potential growth but also makes it challenging to step away or eventually sell the business.

The power of working “on” your business

Working “on” your business involves taking a step back and focusing on strategic growth and development, such as:

  1. Developing systems and processes that can run without your constant oversight.
  2. Building a strong management team that can operate the business in your absence.
  3. Investing in technology and infrastructure to improve efficiency and scalability.
  4. Focusing on strategic partnerships, recruitment and talent development.
  5. Strategic planning for long-term growth, sustainability and eventual exit.

By shifting your focus to working “on” your business, you’ll reap several benefits:

  • Scalability: Your business will be better positioned to handle growth and expansion.
  • Increased business value: A business that can operate without constant owner involvement is more attractive to potential buyers.
  • Work-life balance: With less day-to-day operational stress, you can achieve a healthier balance between work and personal life.
  • More personal freedom: With systems and teams in place, you’ll have the flexibility to pursue personal goals outside of your business.

The goal is to create a business that works for you, not the other way around. By adopting this approach, you’ll not just build a successful business – you’ll have a more fulfilling entrepreneurial journey.

Working “on” a business is the key to building transferable value.

For information about Exit Strategies Group’s M&A advisory or business valuation services, please contact Al Statz at alstatz@exitstrategiesgroup.com.

How SBA’s New Citizenship Requirement Impacts Business Owners

/in , , /by Adam Wiskind

The U.S. Small Business Administration (SBA) has announced significant updates to the eligibility requirements for its 7(a) and 504 loan programs, effective March 7, 2025. These changes focus on the citizenship status of borrowers and have a major impact on business operation loans and business transactions financed through the SBA loan guarantee program.

What’s Changed?

Previously, small business owners qualified for SBA loans even if up to 49% of their ownership was held by foreign investors. However, that flexibility has been eliminated. Under the new policy, to qualify for the loan guarantee program:

  1. Businesses must be 100% owned by U.S. citizens, U.S. nationals, or Lawful Permanent Residents (LPRs) to qualify for SBA 7(a) and 504 loans.
  2. Any ownership stake by foreign nationals, including minority shares, makes a business ineligible for SBA financing.
  3. Loan applicants must certify that none of the beneficial owners (individuals who directly or indirectly own or control a company) are ineligible persons.

Implications for Business Owners

These rule changes impact business owners in two significant ways:

  1. Startups and businesses with diverse ownership arrangements that would benefit from an SBA operating loan for working capital, purchasing equipment or refinancing debt will need to survey all their existing owners according to the new citizenship requirements.  Any business with an ineligible owner will automatically be disqualified from SBA financing.  Companies with non-citizen silent partners or outside investors must reassess their ownership structures or seek alternative funding.
  2. Another significant consequence of this policy change impacts business owners looking to sell their companies. The majority of US businesses sold for less than $5 million (the SBA program’s cap) utilize the loan guarantee program.  If your potential buyer is an investor or investor group with members that are not U.S. citizen or lawful permanent resident, these new rules could complicate or even sink the transaction.  Some implications are:
    • Foreign Investors Are Disqualified: Even minority foreign ownership stakes are no longer allowed, meaning businesses that previously attracted foreign investors may now struggle to find financing options.
    • Fewer Potential Buyers: Since SBA financing is a popular tool for business acquisitions, this restriction significantly reduces the pool of eligible buyers, potentially lowering demand for businesses seeking to sell.
    • Seller Financing Might Be Necessary: Without SBA loan access, buyers may need alternative funding sources, which could include seller financing, private equity, or non-SBA commercial loans.

Who Is Now Ineligible?

According to the updated SBA guidelines, individuals in the following categories cannot own any portion of a business applying for 7(a) or 504 loans:

  • Foreign nationals
  • Individuals granted asylum
  • Refugees
  • Visa holders
  • DACA recipients
  • Undocumented immigrants

Even a 1% ownership stake by an ineligible person disqualifies the entire business from receiving SBA financing.

Why Did the SBA Make This Change?

SBA Administrator Kelly Loeffler stated that these reforms are part of a broader initiative to prioritize U.S. citizens and permanent residents in accessing federal funding. The updates also align SBA procedures more closely with federal immigration compliance policies.

What Should Business Owners Do?

If you are planning to apply for an SBA loan, consider the following steps:

  1. Audit Your Ownership Structure: Identify all individuals or entities with direct or indirect ownership, regardless of percentage.
  2. Verify Citizenship Status: Ensure all owners are U.S. citizens, U.S. nationals, or LPRs. Gather necessary documentation, such as passports or green cards, before applying.
  3. Reorganize Ownership if Needed: If your current structure includes ineligible owners, consider restructuring before applying or explore alternative financing options.
  4. Communicate Early with Your Lender: Inform your lender about your ownership structure upfront so they can guide you through compliance and avoid delays.

If you are planning to sell a business where buyers might look to the SBA loan program to finance the transaction:

  1. Select a transaction advisor that understands the SBA loan program and its new citizenship requirements.
  2. Be sure that your advisor understands how potential buyers propose to finance an acquisition of your business.
  3. If an SBA loan will be necessary to finance the transaction, make sure that your advisor verifies the citizenship status of prospective buyers early in the process. This could even include the buyer’s spouse in some instances.
  4. Consider alternative financing options if the SBA-backed loans are not available to otherwise qualified buyers.

Final Thoughts

The SBA’s policy shift represents one of the most significant changes to the loan guarantee program in recent years. While it may limit access to financing for some business owners, it ensures that SBA funding is directed toward those meeting strict citizenship criteria.

For business owners looking to sell, this change underscores the importance of understanding buyer eligibility and planning financing strategies accordingly. Business owners and their advisors must now consider ownership status as a critical eligibility factor, alongside business creditworthiness, tenure, and revenue.

By staying informed and proactive, business owners and business buyers can navigate these new requirements and secure the financing they need.

We can help you to sell your business.  If you’d like to have a confidential, no commitment discussion on your exit plans or have related questions, please contact Adam Wiskind, Senior M&A Advisor at (707) 321-5186 or awiskind@exitstrategiesgroup.com.

Give Yourself the Gift of a Valuation This Holiday Season?

/in , /by Al Statz

As the year winds down, there’s a gift every business owner should consider—a current valuation of your business. Knowing the true value of your business is a gift that keeps on giving. Here’s why.

Estate Planning

One of the key benefits of a valuation is that it sets the groundwork for smart estate planning. If the unforeseen happens, knowing your business’s worth simplifies the inheritance process for your heirs and ensures they receive what you intended. It can also help prevent disputes and legal entanglements that can arise when valuation estimates are murky or outdated.

Exit Planning

Whether you’re ready to step back next year or in the next decade, a valuation helps solidify your exit plan. With an accurate understanding of your business’s worth, you’re empowered to plan the best timing for a sale or transfer, negotiate confidently, and minimize surprises.  Unfortunately, studies show most owners spend very little time planning how they will exit their business. The smaller the business, the less likely the owner is to plan ahead—most start preparing less than a year before selling. This rushed approach can lead to a lower sale price, lost leverage in negotiations, failed transactions, and missed opportunities to boost the business’s value before hitting the market.

Build a Stronger Business Next Year

Even if a sale isn’t on your immediate horizon, the insights gained from the valuation process can guide strategic decisions to increase your company’s value over time. Knowing what adds or detracts from your company’s worth can help you decide on investments, operational changes, and growth strategies.

This holiday season, consider giving yourself a gift of increased clarity, direction, potential liquidity and peace of mind in the new year.

To learn more, see our prior post on the Six Benefits of Monitoring Company Value.

Scaling for Sale: Growth Strategies that Double as Exit Plans

/in , , /by Al Statz

As a business owner, you’re likely consumed with the daily challenges of building and growing your business. The question of selling might seem like a distant concern—something to worry about years down the road. But the reality is that planning your exit and growing your business are two sides of the same coin.

We’ve been conditioned to think about entrepreneurship in distinct phases: First, you build; then, you grow; finally, you sell or pass it on. It seems logical, doesn’t it? But this linear thinking misses a crucial point: Building scalable value and preparing for an exit are not separate processes—they’re intrinsically linked.

By viewing them as separate endeavors, we put ourselves at a disadvantage. We might inadvertently grow a business that provides a decent income in the here and now but has little value to future buyers. Instead, adopting a seller’s mindset from the outset can transform how you approach your business, driving growth and creating lasting value.

Most Entrepreneurs Exit Empty Handed
Estimates suggest only about 25% of businesses on the M&A market will successfully transition to new owners. Even certified and well-networked M&A advisors report that 50% of their engagements terminate without closing, according to the IBBA and M&A Source Market Pulse Report.

The reasons are myriad from valuation discrepancies, conflicting expectations, and due diligence challenges, to underlying operational issues such as customer concentration, overreliance on key personnel, and static business models.

So while starting a business is challenging, successfully exiting one can be just as difficult. This is where the wisdom of maintaining a “seller’s mindset” comes into play. Business owners who adopt a seller’s mindset aren’t just building for today or tomorrow; they’re crafting a legacy designed for eventual transition.

This approach doesn’t mean these leaders are any less passionate or committed to their ventures. On the contrary, it adds a layer of strategy and foresight that can significantly enhance a business’s long-term value and success.

The Entrepreneur’s Paradox: Less Doing, More Growing
One of the key principles of building a business with a seller’s mindset is focusing on working “on” the business rather than “in” it. This shift in perspective is part of creating a company that can operate independently of its owner.

When you work “in” the business, you’re caught up in day-to-day operations, fighting fires, and personally handling key client relationships. While this hands-on approach is often necessary in the early stages, it can create a business that’s overly dependent on you as the owner.

Working “on” the business, however, involves:

  1. Developing systems and processes that can run without your constant oversight
  2. Building a strong management team that can operate the business in your absence
  3. Creating a strategic plan for long-term growth and sustainability
  4. Investing in technology and infrastructure to improve efficiency and scalability
  5. Focusing on strategic partnerships and market positioning

By adopting this approach, you’re not only creating a more valuable business in the eyes of potential buyers, but you’re also giving yourself more freedom to focus on high-level strategy and personal goals.

From Owner’s Pride to Buyer’s Prize
As you shift from working in your business to working on it, your perspective naturally begins to align more closely to that of a potential buyer. And ultimately, your business is only worth what someone else is willing to pay for it.

So, what exactly makes a business valuable to buyers? The answer might surprise you. While profitability matters, it’s not always the primary driver of value in M&A transactions. Buyers are looking for businesses that offer more than just a healthy bottom line—they want potential for growth, strategic advantages, and operations that can thrive under new ownership.

For example, we sometimes see businesses with 40% or more customer concentration, particularly in the manufacturing space. It happens easily enough—the business has a great relationship with its biggest customer, and the work is steady and profitable. It’s great income now, but it makes this business a risky proposition for a future buyer.

As mentioned above, over-reliance on an owner can also diminish business value. A business that depends heavily on the owner’s personal relationships, expertise, or daily involvement may struggle to maintain performance under new leadership.

Other factors that can negatively impact value include:

  • Failure to innovate or keep up with industry trends
  • Delayed investments in technology or equipment
  • An unstable workforce or high turnover rates
  • Lack of documented processes and procedures
  • Inconsistent financial performance or unclear financial records

Building your business with a seller’s mindset means identifying and developing value drivers while simultaneously driving out risk factors that could reduce buyer confidence or limit their ability to succeed.

The Valuation Report Card
Now that you know a little bit about what buyers value, it’s time to take an honest look at your own business. But how can you objectively assess your company’s worth and identify areas for improvement? Consider getting a regular estimate of value.

Imagine sending your child through 12 years of school, only to discover in their senior year that they’re woefully unprepared for graduation. It would be a shocking and potentially devastating revelation, wouldn’t it? Yet, many business owners unknowingly put themselves in a similar position.

Just like a report card provides feedback on a student’s progress, a business valuation can offer vital insights into your company’s health and market position. A valuation can serve as a comprehensive scorecard, highlighting your business’s strengths and pinpointing areas that need improvement. It provides a clear picture of how the market perceives your company and what factors are driving or diminishing its value.

Without this periodic assessment, you might be operating under false assumptions about your business’s worth. Perhaps you’re overestimating its value, setting yourself up for disappointment when it comes time to sell. Or maybe you’re undervaluing your company, putting your financial security and legacy at risk.

Calculating Your Exit Equation
But knowing your business’s value is only half the equation. The other half? Understanding what that value means for your personal goals. After all, the ultimate purpose of building a valuable business isn’t just to create an attractive asset—it’s to create the financial foundation for the life you want to lead.

Many business owners fall into the trap of waiting for a predetermined age or milestone to sell their company. However, this approach can lead to missed opportunities or, worse, financial shortfalls. Instead, consider aligning your exit strategy with your personal financial goals by understanding your “lifestyle number.”

Your lifestyle number is the amount of capital you need to receive from your business exit to achieve financial freedom and realize your goals or live your ideal lifestyle. When you get clear about your goals—and have an objective opinion on how much your business is worth—you can make better informed decisions about growing (and exiting) your business.

The Exit Roadmap
Finally, it’s time to think about the actual nuts and bolts of preparing for a sale. Many business owners make the mistake of treating their exit as an event rather than a process. For some owners, this means they’re leaving significant money on the table when it’s time to sell.

Depending on the nature of your business, a comprehensive exit plan might address areas like these:

  1. Transferrable contracts: Ensure key contracts can be transferred to a new owner without dispute or disruption.
  2. Management team retention: Consider tying up your management team with stay bonuses or equity to ensure continuity.
  3. Clean financials: Maintain clear, organized accounting records. Consider audits to boost buyer confidence or a sell-side quality of earnings report prior to going to market.
  4. Working capital optimization: Understand how working capital impacts your take-home money after a sale and optimize it in the years leading up to a sale.
  5. Tax planning: Understand the tax implications of different deal scenarios to maximize your after-tax proceeds.
  6. Buyer options: Explore different exit options and the pros and cons of each. Understand how each option might impact your key managers, family members, or real estate strategy.

Some of these strategies can take two or three years to put in place. Plus, some sellers can’t walk away immediately after a transaction. Depending on deal terms, you may need to provide a certain amount of seller financing or stay involved in a consulting role.

Don’t wait to find out you have to trade value for time. Plus, the sooner you plan, the more options you will have and the better prepared you’ll be to exit with leverage, on your own terms.

Seller Strategy = Growth Strategy
At the end of the day, growing your business with a seller’s mindset isn’t about looking for a quick cash-out; it’s about creating something of lasting value that can thrive even as ownership changes hands. By adopting a seller’s mindset, you’re committing to:

  1. Creating systems and processes that allow your business to thrive without your constant involvement
  2. Building a strong, capable team that can drive the business forward
  3. Focusing on sustainable growth and diversification
  4. Maintaining clean, transparent financials
  5. Continually assessing and improving your business’s value

This approach not only prepares you for a successful exit but also creates a stronger, more resilient business in the present. It pushes you to think strategically, to focus on what truly adds value, and to build something that can stand the test of time.

Whether you plan to sell your business next year, pass it on to the next generation, or continue growing it for decades to come, building your business with a seller’s mindset will serve you well. It’s not about whether you’re ready to sell right now; it’s about maximizing the value of what you’ve been building and creating options for your future.

Goodwill hunting: How to build and finance this intangible asset

/in , , /by Al Statz

When it comes to selling a business, the term “goodwill” often arises. But what exactly is goodwill, and how does it impact the mergers and acquisitions (M&A) process?

Goodwill is the value of a business that exceeds its tangible assets. It arises when a company is sold for more than the worth of its physical assets such as equipment, vehicles and inventory.

Most successful companies have some level of goodwill, which is tied to cash flow. For example, consider a company with $2 million in EBITDA (earnings before interest, taxes, depreciation, and amortization) that sells for a 6 multiple, resulting in a $12 million valuation. If the company only has $5 million in physical assets, the remaining $7 million is considered goodwill.

Building goodwill. Goodwill is typically derived from the company’s ability to generate strong and consistent cash flows. Factors such as a loyal customer base, effective management team, a solid market position, and a unique value proposition all contribute to a company’s ability to generate cash flows above and beyond the value of its physical assets.

Goodwill can also be attributed to factors that de-risk the company. A strong brand, a large and diversified customer base, recurring revenue, a reliable supply chain—these are just some of the factors that give a buyer confidence they will be able to replicate performance and drive growth in the future. The more growth opportunities and less risk perceived by the buyer, the higher the multiple, and consequently, the more goodwill.

Financing goodwill. However, goodwill presents challenges when it comes to financing a deal. Goodwill is an intangible asset, which means it lacks the physical substance and clear valuation of tangible assets (again, such as equipment, vehicles, or inventory). Most traditional lenders, such as banks, often prefer to secure their loans with tangible assets that can be easily liquidated in case of default.

Moreover, the value of goodwill can fluctuate based on market conditions, industry trends, and the overall financial health of the company. If a business experiences a downturn or fails to meet its projected cash flows, the value of its goodwill may be impaired, leading to potential write-downs and negative impacts on the company’s balance sheet.

To overcome these challenges, businesses often need to explore alternative financing options or structures when dealing with significant amounts of goodwill. Seller financing or equity rollovers can help provide funding for goodwill, when traditional lenders won’t support it.

For smaller deals under $5 million, the Small Business Administration (SBA) offers loan programs that provide banks with a 75% guarantee, allowing them to take on more goodwill. For larger deals, strategic buyers with strong balance sheets, private equity groups, or family offices are generally better positioned to acquire a business with significant goodwill. These buyers can bring more

equity to the table or may already have alternative acquisition lending in place, such as mezzanine lenders

In the current deal market, most acquisitions above $10 million have a capital stack of 50% equity and 50% debt. Using the example above, that means the buyer would bring $6 million to the table and the senior lender (e.g., the bank) would only have about $1 million in exposure above and beyond the company’s tangible assets. That’s fairly palatable on a $12 million deal.

Allocating goodwill. When a business is sold, the purchase price is typically allocated among the various assets being acquired, including both tangible and intangible assets. However, the allocation of goodwill can have significant (and opposing) tax implications for the buyer and the seller.

In an asset sale, the buyer and seller will typically negotiate the allocation of the purchase price, considering the tax consequences for each party. The buyer generally prefers to allocate more of the purchase price to assets that can be depreciated quickly such as equipment, vehicles or other tangible assets, in order to maximize their tax deductions. The seller typically prefers to allocate more of the purchase price to goodwill, as it is generally taxed at a lower capital gains rate.

An indicator of success. At the end of the day, goodwill is a powerful sign of success. However, this intangible asset can also present challenges when financing an M&A deal. Business owners looking to sell their companies should be prepared to explore creative financing solutions and navigate negotiations around asset allocation. Experienced M&A advisors and tax professionals can help.

What Does ChatGPT Think?

/in , /by Joe Orlando

This October, I will celebrate my 12th year as an Accredited Senior Appraiser (ASA) in Business Valuation with the American Society of Appraisers (also ASA). ASA members meet every year for an International Conference to discuss current topics and to share knowledge and best practices. I attended the most recent Conference in Portland, OR. A presentation entitled “The AI Revolution – Why it Matters to Appraisers & Application Strategies” by Greg Endicott of Strategic Value Group, LLC summarized a BVResources Survey on AI as follows:

 

1.  Adoption: About 48% of business valuation (BV) firms are using AI, primarily for researching economic or industry conditions.

 

2.  Popular Tools: ChatGPT is the most popular AI tool, used by70%of respondents. Other tools include Copilot, Bard (now Gemini), and Grammarly.

 

3.  Concerns: 52%of firms are not using AI due to trust issues, data confidentiality concerns, and fear of AI “hallucinations.”

 

These takeaways were based on a survey of Business Valuation firms, not the general public. So, if about half of the BV firms surveyed are using AI, what can someone looking for a valuation get from asking a simple question into an AI engine?

 

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Here is the free answer a business owner gets from ChatGPT:

The “rule of thumb” in valuing a business as a multiple of EBITDA generally follows broad guidelines, depending on the business’s size, industry, and growth potential. Here’s a quick overview of common multiples based on these factors:

 

Rule of Thumb by Business Type/Size

1.  Small Businesses (less than $10 million in revenue):

o  3x – 5x EBITDA: Small businesses with modest revenue and growth potential usually command lower multiples due to higher perceived risks and less scalability.

 

2.  Medium-sized businesses ($10 million – $100 million in revenue):

o  5x – 7x EBITDA: These companies tend to attract higher multiples as they are more established, often with stronger growth prospects and greater market presence.

 

3.  Large Businesses (over $100 million in revenue):

o  7x – 10x EBITDA or more: Larger, well-established companies with stable cash flows, competitive advantages, and strong management teams often get higher multiples. These businesses are usually more attractive to institutional investors or private equity firms.

 

Rule of Thumb by Industry

1.  Low-Growth or Capital-Intensive Industries:

o  3x – 5x EBITDA: Industries like manufacturing, construction, and retail, which often have higher fixed costs and lower growth potential, typically have lower multiples.

 

2.  Moderate-Growth Industries:

o  5x – 7x EBITDA: Businesses in sectors like healthcare services, logistics, or consumer products generally attract mid-range multiples due to their stable but moderate growth prospects.

 

3.  High-Growth Industries:

o  8x – 12x EBITDA or more: Technology, software, and biotech companies with high growth potential and scalable business models can see much higher multiples, sometimes exceeding 12x EBITDA, especially if they have recurring revenue models.

 

Simplified Rule of Thumb:

For most small and mid-sized businesses in stable industries, a 4x to 6x EBITDA multiple is a common rule of thumb.

So, does this artificial intelligence have it right? Sort of. However, the above ranges and rule of thumb come with the implied caveat, “it depends…”

1.  It depends on the industry;

2.  It depends on the size of the revenue;

3.  It depends on the amount of EBITDA;

4.  It depends on the future growth of the Company and

5.  It depends on the risk in achieving this growth.

 

Historical Data in Support of ChatGPT Multiples

In testing these ChatGPT multiples, we looked at a database of actual transactions of lower middle market deals over the past few years. Below is a summary of rolling average EBITDA multiples for real deals up from the 4th quarter of 2020 through the 2nd Quarter of 2024. The data is compiled by GF Data, which collects and provides data primarily from private equity (PE) sponsors and other deal professionals involved in middle-market mergers and acquisitions (M&A). The data covers a range of metrics, including transaction multiples, leverage levels, and other deal terms, and is generally vetted and aggregated to protect the confidentiality of individual transactions while providing a robust data set for market analysis.  

As databases go, this one is pretty good. It has a statistically significant dataset populated and used by dealmakers. I like to use these multiples often to value businesses with significant EBITDA of at least $2 million or more. Here are the average multiples for all industries based on transaction enterprise value (TEV), by industry and by EBITDA size.

 

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Based on the above charts, GF Data does a good job supporting ChatGPT’s “rule of thumb” estimates for medium to large companies of 5x to 12x. However, because GF Data’s multiples are averages, they don’t specify outlier deals with lower and higher multiples than the 6.4x to 8.6x multiple ranges by industry.

 

For smaller deals,  we have used the Business Reference Guide as a strong “pricing guide” as our first iteration of value when discussing with a potential client a rough estimate of the value of their small businesses.

Conclusion

 

My conclusion is that ChatGPT does of job of cobbling together a starting point for a discussion on the value of your business, but it doesn’t do the job of a business valuation appraiser or M&A advisor. Use ChatGPT like you use Zillow.com to value your house. The multiples above will give you a very rough estimate of the value of your business. However, this first iteration will not suffice for compliance (litigation as well as gift, estate, or income tax) or strategic (exit planning, assessment for sale, or merger) purposes.

 

Exit Strategies values control and minority ownership interests of private businesses for tax, financial reporting, and strategic purposes. If you’d like help in this regard or have any related questions, you can reach  Joe Orlando, ASA, at 503-925-5510 or jorlando@exitstrategiesgroup.com.

 

Exit Strategies values control and minority ownership interests of private businesses for tax, financial reporting, and strategic purposes. If you’d like help in this regard or have any related questions, you can reach  Joe Orlando, ASA, at 503-925-5510 or jorlando@exitstrategiesgroup.com.

M&A Tip: Use Acquisitions to Expand Your Business

/in , /by Exit Strategies

In today’s competitive business landscape, standing still means falling behind. Business owners and management must constantly find ways to grow, and one of their most bold and strategic moves is acquiring other businesses. This “buy and build” approach can offer a fast track to expansion, with both benefits and inherent risks. Here we summarize the benefits and risks involved in inorganic growth, and the essential advisors needed to navigate this complex terrain successfully.

Benefits of Growth Through Acquisition

  • Rapid Market Expansion: Acquisitions provide immediate access to new markets and customer bases, bypassing the slow organic growth process. 
  • Diversification: Acquiring businesses in different but related sectors can diversify a company’s revenue streams, reducing dependency on a single market. 
  • Operational Efficiencies: Integrating another business’s operations can lead to cost savings and efficiency gains through economies of scale. 
  • Acquisition of Talent: Bringing in seasoned teams with specialized skills can enhance your business’s capabilities overnight. 
  • Intellectual Property Gains: Acquisitions can bring valuable intellectual property, from patented technologies to brands, which can be leveraged for competitive advantage. 

Risks of Growth Through Acquisition

  • Cultural Misalignment: Integrating two different company cultures poses significant challenges and can impact employee morale and productivity. 
  • Financial Strain: The cost of acquisition, especially if leveraged, can place a significant financial burden on the acquiring company. 
  • Integration Complexities: The logistical challenges of merging systems, processes, and teams can be considerable and disruptive. 
  • Overestimation of Synergies: The anticipated benefits from synergies may not materialize as expected, impacting the acquisition’s profitability. 
  • Regulatory Hurdles: Depending on the industry and scale of acquisition, regulatory approvals can be a complex and time-consuming process.

Navigating Acquisitions with the Right Advisors

To maximize the benefits and mitigate the risks of acquisitions, surrounding yourself with a skilled advisory team is paramount. These experts should include:

  • M&A Advisor/Broker: Specializes in identifying potential acquisition targets, negotiating deals, and guiding business owners through the acquisition process. 
  • Financial Advisor/Accountant: Provides insights into the financial health of potential acquisition targets, evaluates the financial implications of a deal, and ensures the acquiring business can sustain the financial load. 
  • Legal Counsel: Specializes in M&A to navigate contractual details, due diligence, regulatory compliance, and to mitigate legal risks. 
  • HR Consultant: Assists with the integration of staff and alignment of cultures, policies, and benefits between the companies. 
  • Strategy Consultant: Offers an objective viewpoint on how an acquisition fits within the broader strategic goals of your business and can assist with post-acquisition integration planning. 

By leveraging the expertise of these advisors, a business owner can make informed decisions, carefully evaluate potential targets, and execute acquisitions that align with their growth strategy. While acquisitions are not without their challenges, with meticulous planning, thorough due diligence, and strategic execution, they can serve as powerful catalysts for business growth. The key is to balance ambition with careful risk assessment, ensuring that each acquisition not only adds to the company’s assets but also fits seamlessly into its long-term vision and operational framework. 

For further information on this subject or to discuss a potential business sale, merger or acquisition need, confidentially, contact Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com.

From the M&A Glossary: Sale Leaseback

/in , /by Exit Strategies

A Sale Leaseback is a financial transaction in which a company sells an asset, usually real estate, to another party and then leases it back from the new owner for a negotiated period and other agreed upon terms.  

This arrangement allows the seller to convert the value of the asset into cash while retaining the right to use the asset through a lease agreement.

Sale leasebacks can be advantageous for companies looking for a source of cash to pay down debt or invest in growth opportunities, while retaining access to critical assets.

For further information on this subject or to discuss a potential business sale, merger or acquisition need, confidentially, contact Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com.