Deal Killers: An Ineligible Workforce

/in , /by Al Statz

If you run a business and you know you have ineligible workers on your team, you must disclose that in a transition. In limited cases, you may find a buyer who is willing to accept the problem and address talent issues after an acquisition.

Unfortunately, if you’re selling your business to a strategic buyer (e.g. another company), you’ll find that the appetite for an undocumented workforce is generally low. Larger organizations don’t usually want to take on the kind of liability and risk that brings.

You may still find a strategic buyer, but expect price reductions and other adjustments to the deal structure.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

Operation clean sweep: Preparing your business for sale

/in , /by Exit Strategies

You’ve decided to sell. Now how can you get the most for your business?

Real estate principles apply, so you’ll want to clean house and maximize your curb appeal. But that’s not all that goes into a successful business sale. You need to “clean up your act,” so to speak, and address some operational issues that may not have been a priority for you over the years.

Clean up your financials.

Many business owners run their monthly financials in QuickBooks or similar software. These financials may not be reconciled on a monthly basis which means you’re often correcting entries throughout the year.

Buyers need to rely on the numbers presented, so check your accuracy and correct errors so there are no surprises during the due diligence period. We see companies with placeholder or oddball accounts too – things like “See Accountant” or “Undeposited Funds.” These accounts should be reviewed and cleared out before presenting your financials to potential buyers.

Trim your working capital.

Working capital is always a negotiating point when selling your business.

A small business may be sold with no working capital beyond inventory. But for a lower middle market business (those with values greater than $5 million), buyers expect you to sell the business with enough working capital to operate.

There are different definitions of working capital depending on your specific scenario, but the most basic definition is Account Receivables(A/R) + Inventory – Account Payables (A/P). You’re generally better off when you can minimize working capital because it means you’ll take home more out of the business at the end of the day.

Look at your aged accounts receivable, and either try to collect on older balances or write them off. Send out invoices in a timely manner and work with customers, as appropriate, to bring those payments in faster.

Review accounts payable as well. Are you paying bills faster than you need to? It’s not uncommon to see long-standing business owners in a comfortable cash position get complacent about how they’re managing their working capital – paying bills quickly and collecting slowly. Think about how you can make the best use of other people’s money without jeopardizing relationships. It will pay off when it comes time to sell.

Clear out excess inventory.

We also see a fair number of businesses operating with excess inventory. When demand is strong and credit is cheap, many businesses use that credit to buy inventory. After all, the more inventory you have, the more flexibility you have in production, and the more responsive you can be to customer demand.

If you’re planning ahead, think about right-sizing your inventory in the last couple of years before you sell (good business information systems can help). Too much inventory inflates your working capital. If you don’t get disciplined about inventory, you can always try to tell buyers, “Yeah, you don’t really need that much.” We can make that argument, but it’s a fight to get an adjustment.

Inventory issues aren’t just about “excess” either. Sometimes the real problem is “dated.” if you’ve been squirreling away excess inventory for years, beware. Buyers may not pay for outdated inventories that you thought you might sell someday. Make sure your inventory is in salable condition and has value to a buyer.

Close out legal issues.

Check for outstanding judgments or legal issues that haven’t been resolved or taken off the county records. Your attorney can help perform a search and satisfy these issues, so they don’t slow down your business closing.

Pay attention to employee issues, as well. Do your best to resolve any pending suits, settlements, or workers comp matters.

Spruce up fixed assets.

Finally, take a critical look around. Is your signage in good shape? Are the shop and yard clean? Are you portraying a professional appearance with your buildings, vehicles, and equipment? Mess and disorganization can chase a buyer away.

Aging assets can also be a problem if they’re critical to the business. If a buyer thinks they will need to replace essential vehicles or equipment after closing, then this will definitely be reflected in their offer to purchase.

Then again, tread carefully when considering other major, non-essential purchases before the sale of your business. You need to run your business as if you are not selling it. However, making major investments right before you sell (to save tax dollars, for example), is usually not a smart move as in most cases you won’t recoup your money back out of your investment.

By Charles Dallas, Cornerstone International Alliance, GreenBay, Wisconsin

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

How to sell your business to a competitor

/in , /by Al Statz

When you’re ready to retire, or exit your business, you may think selling to a competitor is your only option.

But competitors are seldom your best buyer. They’re rarely willing to pay top value because they’re already established in the market. They can’t see that your “secret sauce” is any better than theirs, so they try to strip away a lot of the goodwill other buyers might pay.

Plus, selling to a direct competitor can be dangerous. If you enter into discussions with a competitor and the deal doesn’t go through, they can damage your business down the road.

Selling to a competitor takes special care and due diligence, so keep these best practices in mind:

Bring other buyers to the table first.

When marketing your business, your advisors should use a tiered outreach strategy that contacts competitors last.

In the pool of potential buyers, your competitors can make decisions the fastest. And if they’re not the end buyer, we want to give them as little time as possible to react.

Maintain control.

When you run a full process that brings in multiple offers, you retain more leverage. Results are better when you’re the one setting the pace for offers, management presentations, and negotiations.

Lock down confidentiality.

Have an experienced M&A attorney draft a non-disclosure agreement (NDA). This will help protect your business if the deal fails in negotiations.

Beyond an NDA, your advisors can also set up a secure deal room online. This allows you to track which would-be buyers have accessed your information. Additional protections can lock-out printing and revoke access at the touch of a button.

Vet intent.

Before revealing information to any potential buyer, your advisors will gauge their intent. Typically that means requiring the buyer to share some background and financial information of their own. “Tire kickers” usually aren’t willing to share their own confidential information, so this helps ensure a competitor has real interest and wherewithal to make an acquisition.

Know what to say when.

When selling your business, there comes a point in the process when you’ll have to reveal sensitive information. Your advisors can provide coaching so you know what’s appropriate and necessary to reveal early on and which information (like customer lists and proprietary trade secrets) should remain under wraps until late in due diligence.

Selling a business is already rife with potential pitfalls and complications. Adding a competitor into the mix only amps up the risk. Seek professional counsel from experienced business intermediaries who can help protect you and your business value.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

Why 75% of Small Businesses Won’t Sell

/in , /by Al Statz

Tom West is considered by many to be the founder of modern-day business brokerage. A few years back, he calculated the percent of small businesses on the market that actually sell. For small businesses, those with sales of $10 million or less, he figured fewer than 25% actually transition to a new owner.

That failure rate is shocking, and all too accurate. A lot of factors drive down the 25% success rate, but here are five I that I often hear about:

For Sale By Owner

You don’t know what you don’t know. Selling your business is not the time to learn on the job, as you only get one chance to do this right. There are too many opportunities to make mistakes and hurt the value of your business.

Expectations Too High

One owner decided his company was worth $100,000 for every year he worked, or $2.5 million. In reality, it was worth under $1 million.

A reputable advisor won’t take on an engagement if they don’t believe they can meet a seller’s goals. But some business brokers are happy to tie up a seller and let their business linger on the market — hoping the seller will lower their expectations.

Inflexible Deal Structure

Most small business sellers don’t receive all cash at close. These deals often require some seller financing support, like equity roll-over, a seller note, or an earn out. If you’re inflexible on terms, your chances of transferring ownership decline.

Seller Burnout

After retirement, burnout is the leading reason that owner-operators sell. They’re already out of energy when they put their business up for sale. Often, revenues slide and the business loses value (or closes its doors) before a buyer is found. Owners who are self aware enough to recognize the signs of burnout are ahead of the game.

Wrong Advisors

Too often business owners want their usual attorney to represent them in a business sale. But because this person has little or no M&A experience, they tend to get ultraconservative.

These advisors don’t want to risk. We’ve seen buyers walk from a deal because the seller’s attorney was unreasonable. Worse yet, on rare occasion, a seller’s attorney will purposely sabotage a deal in order to retain a client or avoid making a mistake that could trigger their errors and omissions insurance.

Honestly, there are probably a thousand reasons why deals don’t get done, but I’d be willing to bet that these five issues are at the heart of most deal failures.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

Deal Killers: The I-Do-Everything Seller

/in , /by Al Statz

Some sellers come down with a dangerous case of “Look how great I am” when they meet potential buyers.  They say things like, “I did this. That was my idea. I’m in charge of that. Or, I’m the one driving growth.”

And if you have a valuable business that’s attracting buyers – you built something great! But…

When it comes time to sell your business, you should be the least important part of the equation. Unless you’re sticking around well after the sale, your knowledge and experience means very little to a buyer. In fact, the less important you are to the future success of your business, the better.

What does matter? The quality of the management team and the employee leaders you leave behind.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

Why boomer business owners should watch M&A cycles

/in , , /by Al Statz

Approximately 20% of private business owners are over the age of 65. Another 30% are between the ages of 55 and 64, according to estimates from the Census Bureau Annual Business Survey.

If we’re going by age trends alone, that suggests roughly half of America’s businesses will transition ownership in the next five to 10 years. This will be the largest transfer of wealth the nation has ever seen in such a short period of time.

Right now we’re in a strong seller’s market. Despite the economic uncertainty, rising interest rates and world turmoil, mergers and acquisitions has not cooled down much. It’s economics 101, supply and demand, and there are just more buyers than sellers on the market.

Between private equity and corporate balance sheets, there is more than $8.5 trillion in “dry powder” waiting to be invested in corporate growth and acquisitions. That’s at least $6.84 trillion in cash and short-term investments on corporate balance sheets, and $1.8 trillion in uncommitted capital in private equity funds, according to reports from S&P Global.

Corporations have added 20% to their balance sheets since 2019, and private equity continues to up the ante with record fundraising year over year. All that cash drives up demand and increases value for business sellers.

At some point, though, supply and demand could flip. Right now, experts estimate 10,000 baby boomers are retiring daily. By some estimates, roughly 15% of them own businesses. That’s 1500 additional businesses looking for new ownership every day – and only a small fraction of those will get passed along to a second generation.

By the tail end of this cycle, we could end up in a buyers’ market with more boomers selling their businesses than buying.  Business owners who get ahead of the trend will be in the best position to take advantage of positive market conditions.

Take these steps to increase your chances of a successful sale:

Plan:

It’s tough to maximize value when you’re burned out, so aim to sell while you’re still energized by the business. The average sale takes nine months to a year, not including post-sale transition time.

Instead of planning your retirement around a certain age, you can often reap greater rewards by timing a sale around your business value. Get a regular valuation so you know what your business is worth in the current market.

If age is still your primary deciding factor, begin planning several years in advance. With enough time, your advisors can provide leadership, cash flow and tax positioning strategies that will help you net the most out of a sale.

Prepare emotionally:

Don’t underestimate the emotional impact of selling your business. Leaving an ownership role is hard, especially if you’ve built your business from the ground up.

Many baby boomers struggle to step away when the time comes. Decide how you will define the next chapter in your life. It’s important to have something you’re “retiring to” instead of just something you are “retiring from.”

Seek advice from mentors and peers who have made a similar transition. Talk through what it means to give up your identity as a business owner. For many, it’s easier to make that transition if they already have other strong plans and commitments.

Make selling part of your succession plan:

Don’t have next generation leaders ready to take over the business? Leadership team not prepared to buy you out? Consider how selling your business can play a role in your succession plan.

When selling to private equity, for example, you can often arrange for family members or other key managers to receive an ownership stake in the business. This can be a great way to set your next generation leadership up for success, with strong connections and financial backing behind them.

These arrangements can protect you both financially and emotionally – without the specter of money and debt hanging between you and your family.

Consider staying on after a sale:

Sellers can often negotiate a full-time or part-time advisory role and phase into retirement. Employment contracts can make your business more attractive (and more valuable) to private equity buyers who need experienced leaders in place to maintain operations while they fuel new growth.

The long-predicted seller tsunami is coming. Business was strong before the pandemic, but the crisis put everyone in a short-term holding pattern. With recession fears ahead, people are taking this opportunity to go out on a high note – while they still can.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

M&A Advisor Tip: F-reorganization

/in , /by Al Statz

Deal structure can have a big impact on your after-tax proceeds. The right structure can help you retain more of the sale price. For example, an F-reorg is a tax efficient method that allows you (the seller) to rollover equity into the buyer’s new entity without paying taxes on the rollover amount.

Without using an F-reorg, you might sell 100% of the company and get taxed on that full amount (ouch!) before reinvesting some of your proceeds in the buyer’s new business.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

Market Pulse – Q4 2021

/in , /by Al Statz

Financing Deals in 2021

Presented by IBBA & M&A Source

Deal financing has not changed significantly since before the pandemic. On average, sellers continue to receive 80% or more of total consideration as cash at close. (Cash at close includes senior debt and buyer equity.) Seller financing accounts for 15% or less of most deals.

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.

Is it the right time to sell your business?

/in , /by Adam Wiskind

Business owners often ask, “When is the right time to sell my business?” The answer is some version of “A good time to sell is when there is a seller’s market, and the owner and the business are prepared”. Simple enough, but there is a lot to unpack in this response.

Don’t Try to Time the Market

A seller’s market exists when, because of economic conditions, demand for viable businesses is higher than the supply of businesses on the market. There are some universal economic metrics that drive demand for businesses like low interest, tax rates and high corporate cash reserves and earnings rates. When investors are confident about the business environment, they are more likely to pay premiums for their investment targets.

However, local and industry specific factors are often more important to the creation of a seller’s market. A mature industry that begins to consolidate may create an industry-specific seller’s market that doesn’t exist in other industries. The rise of private equity has driven consolidation in many industries. Also, when a regional competitor embarks on an acquisition growth strategy it may create a localized opportunity for owners in the same industry to sell.

It is wise for a business owner to pay close attention to these market signals. However, owners can’t control supply and demand in the marketplace and are generally better off not trying to time the market. In the second quarter of 2020, the market for small businesses came to an abrupt halt, dashing the hopes of many owners that were ready to retire. But by the fourth quarter of the same year the market returned stronger than before. No amount of prognosticating could have anticipated those market changes.

Business Preparation is Key

The preparation of the business is more important to the success of the business sale than the state of the marketplace, and it’s something that the business owner can control. A well-prepared business is more likely to sell in a soft market, than a poorly prepared business in a strong market.

It’s been estimated that 80% of US small business owners don’t have a written transition plan and 50% have no plan at all. A key component of the transition plan is preparing the business for succession. Many books have been written and teams of professionals deployed to help business owners prepare their businesses for sale. Conceptually, the buyer of a business is investing with the confidence that the future earnings and growth potential enjoyed by the seller can be transferred to the buyer. To make the business attractive, the owner must then mitigate the risks in the business and to fortify its opportunities for growth.  The specific measures necessary to prepare the business vary widely.  Some critical areas for consideration are:

-What are the growth prospects of the business? Is there a viable pathway to achieve growth?
-What constitutes the goodwill of the business? Is the goodwill persistent and can it be transferred to a buyer?
-Is the business’ intellectual property sufficiently protected?
-What is the owner’s role in the business? How easily can the owner be replaced?
-Does the remaining management team have the experience and resources necessary to operate the business efficiently?
-Is the business properly staffed for its size and to recognize its growth potential?
-What supplier and customer risks exist? How can they be addressed?
-Do the business assets have deferred maintenance or unfunded capital expenditures?

There are times when a business is clearly not ready to be placed on the market. The business may not be performing because of loss of an important client, vendor, or key employee or because of an acute business issue that the business is facing like a lawsuit or a loss of facility lease. These red flag issues should be resolved by the owner, before trying to sell their business.

The process to identify and address the specific issues faced by a company may take 3-5 years, so it’s important to plan ahead. But the owner of a company that has been properly prepared for sale, may be rewarded with a price premium, while an unprepared business may sell for a discount, or not at all.

The Owner is Motivated, but not Compelled to Sell

Lastly and most importantly, the owner needs to be psychologically ready and financially prepared to exit their business. Most owner’s only own one business in their life and selling it is momentous. For some, the business is tightly intertwined with their personal life and identity. However, there inevitably comes a day when the owner no longer wants to or no longer can be involved in the business.

Owner’s end up selling for a variety of reasons, for some it’s poor health, for some its divorce from their life or business partner. These personal challenges can make the process of selling the business more difficult and may put the owner at a disadvantage during negotiations with a buyer. The best reasons are because the owner realizes that there is something that they would rather be doing with their time or assets like retirement or another venture. Ideally, they are personally motivated, but not compelled to exit.

Even if the owner is determined to sell, they may hesitate to do so if they haven’t determined that the proceeds from the sale are sufficient to support their retirement or pursue other ventures. Professionals can help with this analysis. Business appraisers can help to anticipate the proceeds from selling the business. While a financial planner can help an owner estimate the amount needed to support their retirement.

Ultimately, determining the right time to sell their business requires the owner to plan ahead and prepare the business for the time when market conditions are adequate, and the owner is personally motivated. Exit Strategies Group helps owners to plan for and execute their business exits. If you’d like help in this regard or have any related questions, you can reach Adam Wiskind, Certified Business Intermediary at (707) 781-8744 or awiskind@exitstrategiesgroup.com.

Market Pulse – Quarter 4, 2021

/in , , /by Al Statz

Seller’s Market

Presented by IBBA & M&A Source

A seller’s market occurs when demand exceeds supply. There are more interested, active buyers than there are quality deals on the market. In a seller’s market, buyer’s compete in order to win deals. This typically translates to increased values and more favorable deal terms for the seller.

In Q4 2021, seller market sentiment rebounded, setting a new peak in all but the $5M-$50M sector.

“Business confidence, and competition, is high. It’s amazing how fast we rebounded to record levels,” said Anthony Citrolo, managing partner of The NYBB Group. “This is the strongest upwarad swing we’ve seen in any 12-month period.”

For advice on exit planning or selling a business, contact Al Statz, CEO of Exit Strategies Group, Inc., at alstatz@exitstrategiesgroup.com. Exit Strategies Group is a partner in the Cornerstone International Alliance.