Dealing With Inexperience Can Ruin The Deal When Selling A Business
The 65-year old owner of a multi-location retail operation doing $30 million in annual sales decided to retire. He interviewed a highly recommended intermediary and was impressed. However, he had a nephew who had just received his MBA and who told his uncle that he could handle the sale and save him some money. He would do it for half of what the intermediary said his fee would be – so the uncle decided to use his nephew. Now, his nephew was a nice young man, educated at one of the top business schools, but he had never been involved in a middle market deal. He had read a lot of case studies and was confident that he could “do the deal.”
Inexperience # 1 – The owner and the nephew agreed not to bring the CFO into the picture, nor execute a “stay” agreement. The nephew felt he could handle the financial details. Neither one of them realized that a potential purchaser would expect to meet with the CFO when it came to the finances of the business, and certainly would expect the CFO to be involved in the due diligence process.
Inexperience # 2 – It never occurred to the owner or his nephew that revealing just the name of the company to prospective buyers would send competitors and only mildly interested prospects to the various locations. There was no mention of Confidentiality Agreements. Since the owner was not in a big hurry, there were no time limits set for offers or even term sheets. It would only be a matter of time before the word that the business was on the market would be out.
Inexperience # 3 – The owner wanted to spend some time with each prospective purchaser. Confidentiality didn’t seem to be an issue. There was no screening process, no interview by the nephew.
Inexperience # 4 – The nephew prepared what was supposed to be an Offering Memorandum. He threw some financials together that had not been audited, which included a missing $500,000 that the owner took and forgot to inform his nephew about. This obviously impacted the numbers. There were no projections, no ratios, etc. This lack of information would most likely result in lower offers or bids or just plain lack of buyer interest. In addition, the mention of a pending lawsuit that could influence the sale was hidden in the Memorandum.
Inexperience # 5 – The owner and nephew both decided that their company attorney could handle the details of a sale if it ever got that far. Unfortunately, although competent, the attorney had never been involved in a business sale transaction, especially one in the $15 million range.
Results — The seller was placing almost his entire net worth in the hands of his nephew and an attorney who had no experience in putting transactions together. The owner decided to call most of the shots without any advice from an experienced deal-maker. Any one of these “inexperiences” could not only “blow” a sale, but also create the possibility of a leak. The discovery that the company was for sale could be catastrophic, whether discovered by the competition, an employee, a major customer or a supplier .
The facts in the above story are true!
The moral of the story – Nephews are wonderful, but inexperience is fraught with danger. When considering the sale of a major asset, it is foolhardy not to employ experienced, knowledgeable professionals. A professional intermediary is a necessity, as is an experienced transaction attorney.
Copyright: Business Brokerage Press, Inc.
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Dealing with Inexperience Can Ruin the Deal
The 65-year old owner of a multi-location retail operation doing $30 million in annual sales decided to retire. He interviewed a highly recommended intermediary and was impressed. However, he had a nephew who had just received his MBA and who told his uncle that he could handle the sale and save him some money. He would do it for half of what the intermediary said his fee would be – so the uncle decided to use his nephew. Now, his nephew was a nice young man, educated at one of the top business schools, but he had never been involved in a middle market deal. He had read a lot of case studies and was confident that he could “do the deal.”
Inexperience # 1 – The owner and the nephew agreed not to bring the CFO into the picture, nor execute a “stay” agreement. The nephew felt he could handle the financial details. Neither one of them realized that a potential purchaser would expect to meet with the CFO when it came to the finances of the business, and certainly would expect the CFO to be involved in the due diligence process.
Inexperience # 2 – It never occurred to the owner or his nephew that revealing just the name of the company to prospective buyers would send competitors and only mildly interested prospects to the various locations. There was no mention of Confidentiality Agreements. Since the owner was not in a big hurry, there were no time limits set for offers or even term sheets. It would only be a matter of time before the word that the business was on the market would be out.
Inexperience # 3 – The owner wanted to spend some time with each prospective purchaser. Confidentiality didn’t seem to be an issue. There was no screening process, no interview by the nephew.
Inexperience # 4 – The nephew prepared what was supposed to be an Offering Memorandum. He threw some financials together that had not been audited, which included a missing $500,000 that the owner took and forgot to inform his nephew about. This obviously impacted the numbers. There were no projections, no ratios, etc. This lack of information would most likely result in lower offers or bids or just plain lack of buyer interest. In addition, the mention of a pending lawsuit that could influence the sale was hidden in the Memorandum.
Inexperience # 5 – The owner and nephew both decided that their company attorney could handle the details of a sale if it ever got that far. Unfortunately, although competent, the attorney had never been involved in a business sale transaction, especially one in the $15 million range.
Results — The seller was placing almost his entire net worth in the hands of his nephew and an attorney who had no experience in putting transactions together. The owner decided to call most of the shots without any advice from an experienced deal-maker. Any one of these “inexperiences” could not only “blow” a sale, but also create the possibility of a leak. The discovery that the company was for sale could be catastrophic, whether discovered by the competition, an employee, a major customer or a supplier .
The facts in the above story are true!
The moral of the story – Nephews are wonderful, but inexperience is fraught with danger. When considering the sale of a major asset, it is foolhardy not to employ experienced, knowledgeable professionals. A professional intermediary is a necessity, as is an experienced transaction attorney.
The Variables that Drive and Influence Business Valuations
If you’ve never bought or sold a business before, then the factors that drive and influence business valuations likely seem a bit murky. In a recent Divestopedia article from Kevin Ramsier entitled, “A Closer Look at What Drives and Influences Business Valuations,” Ramsier takes a closer look at this important topic.
Business brokers and M&A advisors play a key role in helping business owners understand why their business receives the valuation that it does. No doubt, the final assessed value is based on a wide array of variables. But with some effort, clarity is possible.
In his article, Ramsier points out that “value means different things to different buyers” and that the “perceived value depends on the circumstances, interpretation and the role that is played in a transition.” It is important to remember that no two businesses are alike. For that reason, what goes into a given valuation will vary, often greatly.
Looking to EBITDA
Ramier points to several metrics including return on assets, return on equity and return on investment. Another important valuable for companies with positive cash flow is a multiple of EBITDA, which stands for “earnings before interest, taxes, depreciation and amortization.” EBITDA is widely used in determining value. On the flip side of the coin, if the company in question has a negative cash flow, then the liquidation value of the business will play a large role in determining its value.
Primary Drivers to Consider
Ramsier provides a guideline of Primary Drivers of Valuation, Secondary Drivers of Valuation and Other Potential Drivers of Valuation. In total there are 25 different variables listed, which underscores the overall potential complexity of accurately determining valuation.
In the Primary Drivers of Valuation list, Ramsier includes everything from the size of revenue and revenue stability to historical and projected EBITDA as well as potential growth and margin percentages. Other variables, ones that could easily be overlooked, such as the local talent pool and people training are also listed as variables that should be considered.
Support for the Business Owner
The bottom line is that determining valuation is not a one-dimensional affair, but is instead a dynamic and complex process. One of the single best moves any business owner can make is to reach out to an experienced business broker. Since business brokers are experts in determining valuation, owners working with brokers will know what to expect when the time comes to sell.
Fairness and Equity Among Family Members
If you’re like many business owners, your business plays a large role in supporting your family’s lifestyle. As you plan for your business’ future, you may run into questions about how to treat family members fairly in your plans. This is especially crucial if you have children who work in the business and children who do not work in the business.
When planning for your business’ future success, you will likely need to address how you will eventually distribute your assets to children or close family members. As you address this issue, you may realize that what you consider fair is quite different from what your children and family consider fair. Consider the story of owner Bill Budster.
Bill Budster was 70 years old and ready to transfer his business. Two of his stepchildren, Beau and Donna, had worked in the business for 20 and 15 years, respectively. His other three biological children—George, Gary, and Heath—had successful careers outside of the business. Bill had always planned to transfer ownership to his stepchildren, but his plans ran into some problems.
Bill’s business was valued at $8 million, more than enough to provide his family members with financial security. Over the next four or five years, Bill wanted to split ownership in the business evenly between his stepchildren using a discounted value to account for the sweat equity they’d put in. Since they began working in the business, cash flow had risen steadily while they earned somewhat modest salaries, and Bill didn’t think it would be fair to make them pay full value.
But when Bill’s biological children learned about his plans, they argued. Bill had planned to provide $500,000 to each of his biological children upon his death, which he believed was more than fair. His children, on the other hand, wanted to know why each stepsibling would receive about eight times more than what each biological child would get, based on what the business was worth. They also wanted to know why their stepsiblings, who weren’t blood-related, would reap financial benefits now, while they would have to wait until after Bill died to reap theirs.
Bill wasn’t sure what to do. When he asked his stepchildren whether they would be more interested in receiving cash after his death instead of business ownership, they declined. They’d worked hard in the business. Each had continuously turned down higher-paying offers to work in the business. They both had ownership mind-sets.
Despite weeks of discussions with his children, Bill realized that neither side would budge on what they wanted or considered fair. His stepchildren were upset that Bill had considered rescinding ownership after years of telling them he intended to transfer the business to them. His biological children felt that receiving cash after his death wasn’t enough and that they should receive equal value as their stepsiblings, at the same time.
Bill began to wonder whether he should simply sell the business to an outsider, but his stepchildren said they would not work in the business for anyone other than Bill or themselves. And if they left the business, Bill knew his cash flow and business value would crash. He felt stuck.
What Can Bill Do?
Bill’s biggest mistake was confusing equality for fairness. His biological children believed that fairness meant they would get equal shares of assets as their stepsiblings. His stepchildren believed that fairness meant recognizing their hard work and following through on his promises.
Rather than trying to negotiate with his children directly, Bill could have given them an objective rundown of his plans. He may have explained to everyone that the value of the business wasn’t liquid and that Beau and Donna would need to continue performing well to truly reap the benefits of ownership. He could have shown his biological children the tax consequences of ownership and the fact that Beau and Donna had effectively paid for their shares of ownership through working hard and foregoing other opportunities. In short, he could have communicated that his stepchildren’s shares of assets were loaded with risk, whereas his children’s portions of the family wealth were much less risky.
Likewise, Bill could have created incentive plans for his stepchildren in earlier years that recognized their contributions and rewarded them with ownership. Beau and Donna both said they would leave the company if they didn’t receive the ownership Bill promised them. This backed Bill into a corner because if they ever left the business, his company wouldn’t see strong growth, which would make the business far less valuable, especially to any potential outside buyers.
When planning for your business’ future as it relates to your family, communication, and fairness—not necessarily equality—are key. You don’t have to communicate and consider what’s fair alone. If you’d like to discuss how you can treat your family as fairly as possible as you plan for your business’ future, please contact us today.
Content provided by Ed Cotney
Olympus Tax, Business and Insurance Solutions, Inc.
4600 Roseville Road, Ste 150 / 260
Sacramento, CA 95660
www.olympustax.com
(530) 913-0562
Is Your Business Really Worth Handing Over to the Next Generation?
Before you begin your business, you should be thinking about how you will hand that business over to someone else. No one runs a business forever. Whether you sell your business or let a relative inherit it, at some point you will need to step away.
When you finally do separate from your business, it is critical that you are certain that it is worth handing over. In his January 2019 article in Forbes magazine entitled “Make Sure Your Business is Worth Handing Over,” author Francois Botha dives in and explores this very topic.
In this article, Botha emphasizes that family businesses should not “fall into the trap of prioritizing job creation for their children.” Instead, that the priority should be to perpetuate the business. Botha cites the co-founder and chairman of The Leadership Pipeline Institute, Stephen Drotter, who feels that the main goal of any business needs to be its suitability.
Drotter established five principles designed to assist family businesses as they seek to prepare for succession. The first principle is to “Identify and Fix Your Problems.” Current ownership should deal promptly with any business problems before passing a business on to a new generation.
The second principle Drotter covers is to “Adjust Your Management to the Strategic Evolution of Your Business.” Businesses evolve from the creation of a product to sell to focusing on sales, marketing and distribution to finally addressing a plateau in sales which facilitates the need for multi-functional management.
The third principle cited by Drotter is “Talk to Your People About Them.” In this principle, communication with employees is key. Getting to know and understand employees is vital.
“Be on the Lookout for Talent Everywhere,” is the fourth principle. There is no replacement for skilled and motivated employees, and you never know where you may find them.
Finally, the fifth principle, “Provide Development” emphasizes that “almost everything is learned, and somebody often taught that which is learned.” Employee skill must be seen as a key priority.
Making sure that a business is ready for transition to the next generation involves careful preparation and a good deal of advanced planning. The sooner that you begin asking the right kind of thoughtful questions about the current state of your business and what will benefit it moving forward, the better off everyone will be.
Why You Need a Broker Who Knows How to Market Your Business?
Why You Need a Broker Who Knows How to Market Your Business?
When selling your business, it’s important to ask how your broker plans to find the right buyer.
There are essentially two types of business buyers.
A financial buyer is usually someone looking to switch from employee to entrepreneur by “buying” a new job and lifestyle. They want to:
- Replace their income,
- Enjoy what they do, and
- Meet expenses, while supporting their family
A strategic buyer is usually another business entity looking for a company that fits their long-term goals. They want to:
- Grow their existing business,
- Get into a new area of their business, or
- Expand their marketing footprint
There are also two ways to sell a business: through listing sites (passive marketing), or through outreach programs that leverage direct mail and telemarketing (active marketing).
Some brokerages post businesses on a few sites and wait. Others – like ours – get those listings in front of as many eyes as possible, while reaching out to buyers directly.
Finding a buyer starts and stops with marketing: you’ve got to tell a story, put together the right materials, and create a customized plan – because every business is different.
For example, we once helped sell a niche manufacturing business that created screen printing and logos for train museums. By examining how their systems and processes might apply to other sectors, we effectively customized our marketing approach and attracted a buyer in the airplane industry.
Remember, to maximize potential buyers and find the right one, it’s vital that you work with a broker who knows how to market your business.
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Erase the Stress of Selling Your Business by Finding the Right Buyer
There is no denying the fact that life is much, much easier when one can find the right buyer for his or her business. Buying or selling a business can be a stressful affair, but much of that stress can be eliminated by getting the right support.
The Concept of the “Right Buyer”
In the recent Inc. article entitled, “How to Find the Right Buyer for Your Business and Avoid Negative Consequences,” Bob House builds his article around a relatively simple and straightforward, but powerful, concept. House’s notion is, “the right buyer is worth more than a big check.”
House correctly points out that far too many sellers become fixated on exiting their business and grabbing a big pay day. In their focused interest in the sum they will receive, these sellers ignore a range of other important details. In part, sellers often miss the single greatest variable in the entire process: finding the most qualified buyer. The simple fact is that if sellers want to reduce their long-term stress, then there is no replacement for finding the most qualified buyer, as the wrong buyer can be “headache city!”
Plan in Advance
As House points out, it is only prudent to determine what you want out of a buyer well before you put your business up for sale. For example, if you don’t want to offer financing, then that is a decision you need to make well before you begin the process.
Additionally, House wisely places considerable interest on pre-screening potential buyers. Pre-screening is a great reason to work with an experienced and proven business broker who can assist with the process. As a business owner your time is precious. The last thing you want are a lot of window shoppers wasting your time.
Keep Your Focus on Your Business
Remember, while your business is up for sale, you still have to run your business. Quite often, business owners have difficulty running their business and navigating the complex sales process simultaneously. The end result can be disastrous, as revenue can drop and business problems can arise.
Working with a business broker means that you are dramatically reducing your potential stressors throughout the sales process. A business broker will ensure that potential buyers are pre-screened and that only serious buyers are brought to you for consideration.
Currently, the market conditions are great for sellers. If you are considering selling, now is the time to find a business broker and jump into the market!
Do You Know What Kind of Business Owner You Really Are?
Does your business have real, long-lasting longevity or is your business a temporary entity that will vanish the second you stop working on it? In his insightful article in The Business Journals entitled, “Are You Living for Today as a Business Owner or Building Value?” author Kent Bernhard asks a very important question of readers, “Are you a lifestyle business owner or a value accelerator?”
Many business owners have never stopped to ask this very important, yet basic, question regarding their businesses. So, let’s turn our attention to this key question that all business owners must stop and ask at some point.
As Bernhard points out the core issue here is how a given business owner defines the idea of success for him or herself. As Chuck Richards, the CEO of CoreValue Software notes, “At the end of the day, a lifestyle business is just a job.”
Richards goes on to note that this is fine for many people. But if this is the case, it is a choice that one is making. Therefore, lifestyle business owners should be aware that they are, in fact, clearly making a choice.
Business owners who are lawyers, consultants and accountants often fall into the category of those with a “business as a job.” They fail to accumulate enough assets for their business to really be more than a job. Summed up in another fashion, the business generates enough revenue to provide a comfortable lifestyle. However, it does not have the infrastructure or equity to remain profitable, or even in existence, once they walk away. As the owner and operator of the business, they are vital to its very existence. This means that the business only has value so long as the owner is working in the business on a regular basis. As a result, the owner may never really be able to exit the business.
As Bernhard points out, “To build a business as an asset, you have to become a value accelerator who looks beyond whether the business’ profits are sufficient to maintain your lifestyle. It means looking at the business as an entity outside yourself.” Those who fall into the value accelerator category, focus on figuring out creating value for the business as a financial asset that can operate independently.
Making sure that your business can continue on without you means that you have to build it, and that involves having a coherent and focused plan. Plan in advance and know how you will exit your business. To ultimately create value for the business entity itself, a plan must be in place that allows for your successful exit.
