The Emotional Side of the Transaction

July 3rd, 2009

One of the most underestimated aspects of a business sale is the emotional component.  Our business sale transactions often involve first time business buyers and first time business sellers.  From a buyer’s perspective, they may have been used to receiving a weekly paycheck from their previous employer.  Now all of a sudden, after purchasing a business, they likely will not have that luxury.  In addition, they may be putting up all of their assets as collateral for a business loan.  They will also likely be bootstrapping for a while until they get their feet on the ground and feel comfortable that the working capital in the business account is sufficient enough to start drawing money as a salary or bonus.  From a business seller’s perspective, they are potentially handing over their “baby”.  They have spent many, many hours and years starting, growing, and nurturing their business.  When it comes time to sell, there is an emotional tie to the business. Their identity in the community may be tied to the business.  What will they do if they sell their business?  Will anyone still respect them or even know that they are still alive?  Will the new owner care for the employees, keep the business name, and carry on the good reputation that was developed over the years?  Many questions circle around in both the business buyer’s and business seller’s heads.  Due to entering the world of the unknown, buyers and sellers may start to say and do things that are not logical.  The value of a business intermediary is that they have seen these situations many times and have the ability to coach both parties through these tough times.  Many hats are worn such as the confidant, punching bag, person to vent on, etc.  A business intermediary can help both parties separate the emotional component from financial component to allow everyone to take a step back and allow them to logically make the best decision for themselves, their families, employees, and the company.

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

Protect yourself and your Company: Plan your transition to Retirement

June 28th, 2009

A business owner sold his commercial construction company recently..  His revenues and earnings had suffered over the last few years.  He decided it was time to sell.  He was 66 and had run his family’s business for the last 25 years.  The last few years had been tough and he was burned out.  He felt he needed a change.  Now 18 months later, this former business owner is depressed and lost.  He’s tired of playing golf and isn’t sure that selling his business was the right decision.

 

It may surprise you to learn that over 70% of former business owners regret selling their companies less than a year after the sale.  What accounts for this seller’s remorse? The main reason is lack of preparation on the part of the business owner. 

 

A recent survey showed that the number one reason business exits fail is due to a lack of planning on the part of the owner.[1] A separate study showed that most business owners spend more time planning their family vacations then they do planning how and when to exit their business.  Rather than being proactive, most business owners are reactive and “forced” to sell because of burnout, health issues, marital problems, or business conditions without the time to prepare correctly.  As a result, most business owners exit their companies at the worst time possible.

 

As a result, developing an exit plan is the most important thing you can do to protect the value of your business.  

 

What is an exit plan, you ask?  An exit plan is a comprehensive road map that addresses all of the business, personal, financial, legal and tax issues involved in selling a privately owned business.  A good exit plan includes contingencies for illness, burnout, divorce, and even your death.  Its purpose is to ensure the survival of the business; to provide continuity to your employees, customers, vendors; and to preserve wealth for your family.

 

Without a predetermined exit plan, you will probably:

·       Undervalue your company and leave hard earned wealth on the table,

·       Pay too much in taxes, and

·       Lose control over the process by being reactive, rather than proactive.

 

On the other hand, a well designed and implemented exit plan enables you to:

·       Control how and when you exit

·       Maximize company value in good times and bad

·       Minimize or eliminate capital gains taxes

·       Ensure you achieve your business and personal goals,

·       Have strategic options from which to choose, and

·       Reduce uncertainty for your family and employees.

 

To be effective, your exit plan must include these six essential components.

 

1)  It should include a concise statement of your business goals, personal goals, and family/estate goals.  This step is essential to ensure that all of the goals are consistent and set the direction for the rest of the analysis. 

 

2)  An exit plan should contain a detailed business valuation to establish a baseline value for the business. 

 

3)  The plan should help you identify specific ways to enhance the value of the business prior to your exit. 

 

4)  A good plan should contain an analysis of the pros and cons of your different exit alternatives such as a third party sale, management buyout, family succession, or liquidation

 

5)  A good plan should provide suggestions to minimize any capital gains, ordinary income, and estate taxes related to the exit. 

 

6) The analysis should contain an action plan that details the specific personal and business steps you must take in order to prepare for your exit. 

 

Perhaps the most important thing to remember is that developing a good exit plan is a multi-disciplinary endeavor.  No single professional advisor has all of the expertise needed to design a comprehensive, integrated exit plan.  The best exit plans incorporate input from a team of advisors that includes:

·       A business attorney with M&A experience,

·       A financial advisor or wealth management professional who does planning work,

·       A tax specialist who is versed in the latest tax issues, an

·       An insurance professional, and

·       A Business Intermediary who specializes in exit planning.

 

Sticking to your exit plan is just as important as having one.  You should meet with your advisors on a regular basis to ensure that crucial steps are being completed on schedule.  Nobody likes to pay unnecessary fees, but the cost of developing a good exit plan is usually tiny compared to the additional value received at the time of sale.  After all, exiting your business is probably going to be the most important deal of your life time.  Don’t just shoot from your hip.

 

Your exit plan should be focused on two main objectives; 1) maximizing your company’s value prior to your exit, and 2) ensuring that you accomplish all of your business and personal objectives as part of the exit.  Venture capital firms and private equity groups never invest in a company without having a clearly defined exit plan in place first, why should you?  It is never too earlier to create your exit plan – so act now!

 

Written by: Jim McDevitt, CBI and CEPA with Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)


[1] Source: PriceWaterhouseCoopers, Whose Business Is It Anyway?  University of Connecticut Family Business Program, Family Business Survey

 

Important Questions to Ask at a Buyer / Seller Meeting

June 23rd, 2009

The first buyer / seller meeting is probably the most important step in the entire business purchasing process.  Hopefully after this meeting, as a buyer, assuming that you came prepared and asked questions, you will know whether or not to continue to pursue the business or decide to go in a different direction.  The seller will also likely decide if there is chemistry between the two of you. Since there usually is the need for a training and transition period and possibly seller financing, this chemistry is important so it is recommended to be well prepared for the first meeting to show that you are the right buyer for the business.

Below is a partial list to get you started in making sure that you come prepared to a buyer / seller meeting.

 

Tell me about your business?

How did you get started?

What services does your business provide?

What do you do everyday?

Why are you selling your business?

What is it that you like best and least about the business?

How long have you been considering selling your business?

What keeps you up at night about the business?

How much vacation do you take (not that you’re looking for time off…rather, you want to know if they have adequate staff that will allow you time away)?

What are the last three year’s sales and earnings?

Who are your biggest competitors?

What are your industry trends?

Is your market share growing, shrinking, or steady?

Have there been any significant changes in your marketplace?

What do you think I can do to increase sales and profits? Why are you not doing these things?

Ask the seller if he/she has copies of any trade publications. They’re a great source for additional information.

How many employees do you have?

Who are the employees? Any manager in place? Are there any employees that are critical to the business?

Will you agree to a covenant not to compete?

Will the business sale include the transfer of real estate?

What are the details of the lease? How long? Any options? Do you anticipate any problems with the landlord assigning it to me or entering into a new lease?

Don’t you have children to transfer your business to?

Are you the only owner?

Who knows that the business is for sale?

What are you going to do after the sale of your business?

How long will it take me to really learn this business?

How long can I count on you to train me after the sale?

What do you believe is the profile of the ideal buyer for this business?

Do you anticipate any problems with me getting credit from your suppliers?

Do any of your suppliers represent more than 20% of your purchases?

Do you have any customer concentration?

 

There are many questions beyond this partial list.  However, this provides you with a head start in creating important questions that should be addressed in a buyer / seller meeting.

 

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

 

Thirteen Questions to Ask Yourself before Trying to Sell Your Business on Your Own

June 15th, 2009

Before deciding to sell your business on your own, it is worth asking yourself the following questions:

 

(1) Do I have a way of confidentially marketing my business without my current employees, customers, or suppliers knowing that I am considering the sale of my business? (2) While trying to run my business, do I have the time to weed out the 97% of buyer prospects that don’t buy a business? 3) If I take time away from running my business to handle the business sale process, will my business potentially decline in sales or profitability which would make my business even more difficult to sale? (4) Do I know how much my business is truly worth in today’s economy? (5) How do I know that I am not asking too much when selling my business and scare away buyer prospects prolonging the timeframe to sell but don’t price the business too low and leave money on the table? (6) Do I have a way to market my business to the largest audience of potential buyers? (7) Do I have a mechanism to make sure that my confidential information doesn’t get into the wrong hands? (8) If I know of a company or individual that would potentially acquire my company such as a competitor, supplier or customer, do I have a way of contacting them to see if they would consider an acquisition without first letting them know that it is my company that is available for sale? (9) Do I know how to properly “package” my business to excite and answer key questions of a potential buyer and do I have time to assemble such a prospectus? (10) Do I have experience in successfully negotiating a small business transaction? (11) Do I know how to creatively structure deals that work for both the buyer and seller, especially in a tough lending environment? (12) Do I have a network of business advisors that are specifically skilled in assisting in the completion of small company transactions such as transactional attorneys and business acquisition lenders? (13) Do I have a way to provide a buffer between me and the buyer prospect to address my concerns during negotiations and due diligence without jeopardizing the chemistry that I have developed with the buyer prospect?

 

These questions are designed to help you realize that a business sale is a complex endeavor. Some look at professional representation as a cost.  It should be viewed as an investment or insurance.

 

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

Exit Planning: The Benefits and Costs of Not Planning for Your Business Future

June 6th, 2009

Most successful business owners know their companies inside and out.  They have worked hard to position themselves and made their companies leaders in their industries.  Though they have done excellent planning for their business growth, studies have shown that a majority of business owners have not planned for their inevitable exit from their business.

 

Exit planning is an integrated approach designed to help business owners address all of the business, personal, legal, financial, tax, and insurance issues involved in exiting a privately owned business.

 

Exit planning benefits business owners by lowering business risks, avoiding asset concentration, maximizing value of the company, preserving family wealth for later generations, reducing employee and family uncertainty, lowering or eliminating capital gains taxes, providing Strategic Options, and most importantly, allows the business owner to decide the timing of the exit.

 

In addition to those benefits, there are also costs of not planning which include undervaluing the company, losing control of the exit, having a reduced number of potential buyers identified at time of exit, payment of additional taxes, and overwhelming family members with issues that they won’t know how to resolve.

 

A well-run company does not mean that the business is properly prepared for an exit.  You cannot predict the future…but you can plan for it.

 

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

Reasons why having representation may result in a more successful business sale.

May 31st, 2009

A business intermediary, or business broker, can assist in making sure that you maximize the return on your business sale.  They understand what business buyers look for in regards to documentation during the initially screening as well as the due diligence of the business sale.  A business broker will prepare and package the company through a serious of presentations to share with buyer prospect the right amount of information at the right time.  They will also work to adjust your financials to reflect the true earnings performance of your business.  Since value is typically based on earnings, a business intermediary can easily pay for themselves – often many times over – very easily.  Businesses aren’t purchased purely by looking at the tax returns.  There is always critical financial information buried into the financials and a business broker can convey the reality to the buyer.

 

Some of the other things that a business broker can provide when selling a business is experience.  This experience comes from understanding the market and knowing small business deal structuring.  They either have the skill set to complete or choose to outsource to a third-party provider, an objective opinion of value.  Having a baseline understanding of value is important before ever putting the business on the market.  It will help make sure that the business is priced correctly so that you attract the most number of prospects but don’t leave money on the table by under pricing or ask too much.  An overpriced business does not sell.

 

If timeframe is a concern, I tell business owners that the typical time to sell a business is between 6 and 18 months.  Business intermediaries have tools to attract many more buyers than business owners since matching buyers and seller together is what they do for a living. For example, we have an active database of prospects that have contacted us in the past for other opportunities out of our three offices in Cleveland, Detroit and Youngstown.  We have made matches with them with businesses other than what they initially inquired about.  If you are busy with running your business while trying to sell your company, a business broker can take over many of the time consuming functions such as weeding out and screening potential business buyers.

 

Since most business owners have not sold a business before, it makes sense to hire a professional.  If you think selling a business is anything like or as easy as selling a house, think twice.

 

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

Exit Your Business on Your Terms

May 24th, 2009

A business exit plan is a comprehensive road map that assists business owners in the successful and profitable exit a privately held business. This plan asks and answers all of the critical questions that an owner and his professional advisors must consider. Surprisingly, studies have shown that 75% of former business owners report that they regretted selling their business because it did not accomplish their personal or business objectives.

 

What is the reason for this high percentage?

 

Most of these owners admit that they did not understand all of their options, were not able to make informed decisions, and did not know who to turn to for answers. Selling a business to a third party is just one of 8 options for a business owner.  There are other options that may or may not be feasible for the business and the owner but they should be evaluated in the exit planning process.

 

Unfortunately, too many business owners do not have any idea how or when they will exit their business. As a result, most business owners are:

·         reactive rather than proactive

·         miss strategic opportunities

·         undervalue their companies

·         leave hard-earned wealth on the table

·         pay too much in taxes when they sell their companies

A well-developed exit plan shows a business owner how to maximize the value of the business, minimize taxes, and ensure that he is able to accomplish all their personal and financial objectives in the process.

 

I like to use a football analogy when I explain the exit planning process.  Every football team needs a quarterback.  The quarterback runs the offense.  However, the football team also needs running backs, receivers, lineman, etc.  A team is only as strong as its weakest link and a person needs to take charge and be the leader.  The quarterback typically takes this role. When developing an exit plan, someone needs to take the role of quarterback to assure that all the business advisor “players” are talking to one another and are on the same page.  The role of the quartback is typically not one which eliminates current advisors, but works with them to develop a strategy that is in the best interest of the business owner.

 

By working together to examine the advantages and disadvantages of the various transition planning strategies, the business owner will be able to make an educated decision in regards to the best option form them based on the input of a group that are specialists in their respective advisory professions.

 

If retirement is a destination that you eventually want to reach, whether you are a sixty or thirty year old business owner, you should have a map to get you to your destination.  An exit plan is that map and it allows you to hopefully reach the destination in the least amount of time avoiding detours in the process.

 

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

Deal Negotiations – Let the Business Intermediary be the Punching Bag

May 17th, 2009

Most business transactions require negotiations of the terms of the deal.  When a buyer puts an offer or letter of intent on your business, this typically shows that they have a sincere interest in getting to the closing table.  However, like anything that buyers purchase, they want to get the best deal possible.  Why should they over pay if you are willing to accept less?  Without a business intermediary to educate both parties and soften the blow of the initial offers and counter offers (I like to use the phrase “being a punching bag”), then there is a strong chance that emotional responses may be returned versus thought-through, logical fact-based answers.  When emotions take center stage, the other party may see ugly sides of the other and may cause an end of the potential deal. If a third-party business valuation was completed prior to the marketing of the business, something that I would strongly suggest, then this could be part of the response provided by the business owner in a counter offer justifying the price that is being asked.  A business intermediary serves the role of maintaining the interest of the buyer and educates them on why your company is worth the price you are asking. Negotiations typically don’t happen in one day and it takes time to let the initial emotions settle.  When working with sellers, I encourage them to ask a fair price based off of the value of the business from a valuation.  When working with buyers, I encourage them to prepare a fair offer based on what they feel the business is worth.  I discourage low-ball “feeler” offers in that they typically only make sellers disgruntled.  Business sales are unique to most objects that are being sold.  The post-sale transition is a very important aspect so having a seller that is satisfied with the amount they are getting for the business is better than squeezing every last dime during negotiations.  Price is not the only part of a transaction that needs to be negotiated.  Terms can include payment amounts and time-frames (if seller financing), earn-outs, employment contracts, non-compete agreements, assets included or excluded in the deal, training periods, money held in escrow, and many, many other terms.  It is important that a person in the middle has experience structuring these deals to help facilitate a negotiation that will be viewed as fair from both the buyer and seller perspectives.  A satisfied buyer and satisfied seller leads to a successful transition of business ownership.

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

The Poor Economy Fuels Business Start-Ups and Business Purchases

May 8th, 2009

Over the past few weeks, I have read several national articles in regards to the current economic climate being a perfect time for entrepreneurs to start a business.  History shows that several of the world’s most successful and well known companies were started during  the worse recessions.  Forced entrepreneurship caused by corporate downsizing has led to some brilliant minds and talent to be out of work searching for their next job.  After going through a downsizing, these individuals start to question the benefits that were once associated with a job with a large company – job security, benefits, great retirement, etc.  A business owner that I am currently representing in the sale of their business recently posted a job opening and was amazed at the talent that was available looking for work.  In regards to starting a business, entrepreneurs don’t always have to be those that invent something new.  Taking an existing idea or business and improving it is a much faster, and typically safer, way of entering the business world.  Taking the skill sets of a new owner with their fresh energy is a perfect addition to a business that has built a solid foundation and history that is treading water in the current environment.  Some business owners are tired and stressed and have lost their entrepreneurial spirit.  Sometimes it takes an unfortunate situation such as a downsizing to force someone into taking a risk and possibly making the best decision of their life – becoming a self-employed business owner in control of their own destiny.

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)

What types of business are buyers buying right now?

May 2nd, 2009

“What types of business are buyers buying right now?”  This is a question that I am often asked.  To be honest, even though the economic environment has changed, the answer hasn’t really changed at all.  People are looking to buy good businesses with positive cash flow.  Unless you are in an industry that is quickly becoming extinct, such as a type writer repairman or an encyclopedia salesman, many businesses continue to evolve and create new opportunities for business owners.  Many times a human reason such as death, retirement, health, relocation, partnership issues, or divorce creates the need to sell a business.  There are many more potential buyers out there versus good businesses available to sell.  There are high net worth individuals that have been downsized or that are sick of working for someone else and are ready to go on their own.  They realize the benefit of buying an existing business versus starting a business from scratch.  Companies also realize that now is a great time to expand their business if they have the cash available to do so.  Buyers look for a business with a history and track record.  Most of the businesses that we represent are in the manufacturing, distribution and business-to-business service industries, so we are most familiar with these industries. However, data shows that businesses in other industries are also changing hands.  Bank financing is more of a challenge than in the past, but if you find a business that has all of the right attributes, this is a great time to buy.  The SBA has temporarily eliminated certain loan fees (this means potentially thousands of dollars in savings) and interest rates are at historic low rates (again, potentially saving you thousands of dollars).  In addition, the SBA has increased guarantee levels for lenders, which in time, may make banks even more willing to lend.

Written by: Kipp A. Krukowski, MBA, CBI, CEPA and Owner of Confidential Business Sale, Inc. (www.ConfidentialBusinessSale.com)