Posted by: bizsale | November 9, 2009

How to pick a family business successor – or should you?

The Wall Street Journal has an interesting short article, “How do I Pick a Successor?“, which contains some suggestions on identifying a new leader for your family owned business if you want to step down.  While the advice is sound, I think the writer, Colleen Debaise, should have asked an additional question:  instead of focusing on a successor and retaining ownership of the company, does it make more sense to sell the business?

Unfortunately, many businesses decline during a second or third generation of family ownership.  There are a variety of reasons this may occur.  Regardless of the reason, it may be better for the well being of the family to sell the business, rather than dealing with the family politics and financial issues of succession.  It is not uncommon for a business buyer to retain well-performing employees who would like to continue working in the business, so a sale of the business doesn’t necessarily mean that family members will be without jobs.

Posted by: bizsale | October 29, 2009

Choose a business broker wisely

Codiligent business brokerage primarily represents business sellers.  Usually when active buyer representation is provided it is for companies who are seeking to acquire specific types of businesses as strategic acquisitions, and have concrete acquisition criteria.  However, during the recession it has been more of a buyer’s market, so in recent months Codiligent has provided more general buyer representation than usual.

It has been interesting to deal with a variety of business brokers who are representing sellers of businesses.  It has confirmed to me that business sellers should be very careful about who they choose to represent them.  Here are some of the things I have experienced:

1.  It is very common to have to be persistent and work hard at getting many brokers to provide information about a business (this shouldn’t be the case – they should make it relatively easy for qualified buyers).  Often, after submitting a confidentiality agreement, days or even weeks will go by before receiving additional information despite follow-up calls and emails.  I’m pretty certain that these brokers’ seller clients have no idea how unresponsive they are.  In contrast, Codiligent responds to about 80% of all inquiries within a few hours, 97% of all inquiries within 24 hours, and of the 3% that aren’t responded to within a day it is because of a weekend, holiday, or travel and will still be responded to in a relatively timely manner.

2.  The information that most brokers provide is insufficient to make an informed decision about whether a business may be appropriate to explore further.  Even after signing a confidentiality agreement, most brokers provide little more than 1-7 pages of qualitative information and financials or tax returns.  When you ask follow-up questions, those brokers immediately want to schedule a meeting with the owner rather than answer the questions (I suspect because they don’t know the answers).  Yet, meeting with an owner when unknown basic information may make the business an inappropriate fit  is not a productive use of the seller’s or buyer’s time.  In contrast, Codiligent provides a 3-6 page overview of the business upfront, and then after receiving a confidentiality agreement a 60-200 page comprehensive confidential package of information is provided to qualified buyers.  While some business sellers would prefer not to spend the time up front compiling information necessary for the package, it will save them significant time during the business sale process by avoiding inappropriate meetings, answering follow-up questions, and having a deal fall apart during due diligence as a result of the buyer discovering facts about the business that should have been disclosed earlier in the process.  Having more complete information also gives buyers more confidence in the business, lowers their uncertainty, and increases the probability of a deal successfully being completed.

3,  Unfortunately, some business brokers really don’t have the knowledge or background to be selling a business.  This week I talked with a broker who didn’t seem to understand even basic financial statements or the difference between Inventory and Furniture, Fixtures, and Equipment (FF&E).  I asked him for a current balance sheet.   He faxed me an income statement and said, “here’s the balance sheet”.  I thought that maybe he simply had missed a page and was providing me with an updated income statement in addition.  So, I called him and told him I didn’t receive the balance sheet.  He said, “I thought that’s what you wanted – the P&L.”  I told him, “No, I wanted to see the balance sheet”, he then replied “well, the P&L should have all the information you need.”  I explained to him that it didn’t – my client wanted to see how much inventory the business currently owned.   So, he starts telling me about all of the FF&E of the company.  I told him that I wasn’t asking about equipment, I wanted to know what the inventory level was.  He said, “what do you mean by inventory, how is that defined?”  I don’t even know what to say about how inappropriate it is for someone with this level of a lack of knowledge to be representing someone trying to sell their business.

So, how do you go about choosing a broker?  I’ll cover this in more depth in another posting, but a few of the most basic things I would suggest you look for are: 1, the quality of the broker’s analysis and packaging of a business (look at samples or work they have done for other clients); 2, a broker who is very responsive to not just potential clients but also to buyers’ requests for information; and 3, a broker who has the right educational and professional background (i.e. formal education in business and finance – likely an MBA, CPA, or JD; and a professional background that is closely related to buying and selling businesses).

Posted by: bizsale | October 19, 2009

What does “Codiligent” mean?

Someone asked me the other day what the genesis of the name “Codiligent” is for my business brokerage.  This is a relatively common question so I’ll answer it here.

Partnership

The “Co” in Codiligent is suggestive of the fact that there is a trusted partnership between my company and its seller clients.

Persistence

The “Diligent” part of Codiligent has a dual significance.  The first part of the significance comes from the dictionary definition of “Diligent:”  1.  constant in effort to accomplish something; attentive and persistent in doing anything; and 2. done or pursued with persevering attention; painstaking.  Selling a business is a very challenging process that requires constant, persistent, effort and attention.  Past clients agree that Codiligent is extremely persistent in doing everything it can to increase the probability of a successful sale.

Preparation

The second part of the significance of “Diligent” is in its relation to “Due Diligence” which is a very important part of the business sale process.  Due Diligence is the investigation or audit of a potential investment to confirm all material facts.  Many business sale transactions die when they get to due diligence because the business broker or investment banker has done a poor job of presenting the material facts of the business consistent with the reality that a buyer will discover during Due Diligence.  By doing a comprehensive analysis of the business and reviewing due diligence materials up front, and developing very high quality packages the Due Diligence process becomes a relatively easy process of verification, rather than a never-ending deal-killing process of discovery.  In fact, it is rare for a Codiligent deal not to survive the due diligence process, and it is rare for a price to be re-negotiated as a result of due diligence.

Partnership, Persistence, and Preparation.  These are the promises to clients that are in Codiligent’s name.

Some prospective business sellers tell me, “I don’t want to put in much time up-front in the business sale process, or provide much information.  I’ll give you my tax returns and current financials and we want you to come up with a value, and put together a couple of pages of information about the business that can be provided to buyers who submit a confidentiality agreement.  Let’s just see if there are buyers out there and then we can deal with getting them more complete information if they are interested.”  This is a terribly short-sighted way of marketing a business.  I believe that doing so significantly decreases the probability of a successful sales outcome, and is in neither the best interest of the business owner or the business broker (for this reason, Codiligent will not provide this type of representation).

Here are a few of the reasons why:

1.  You want your business broker to become intimately familiar with your business so that they can effectively sell it.  If a business broker does a comprehensive review of the business they will develop a far more intimate and comprehensive knowledge of the business which will allow them to more effectively promote your business, confidently answer buyer questions, and respond to objections.  A business broker who is provided with only limited information and/or who doesn’t do a complete review of the business is unable to represent you as effectively.

2.  There are a variety of issues that could impact value and marketability that may not be discernible by simply reviewing the past two years tax returns.  For example:  Are there proprietary systems or other types of intellectual property that give the business a significant competitive advantage?  Is there a high concentration of revenue from a few key clients where if one were lost it would have a disproportionate impact on the business?  Are there any key contracts that are expiring?  Are there any outstanding claims or legal issues that may cause the business to change its operations?

3.  Doing a comprehensive review of the business helps in establishing a defensible, realistic value and an appropriate pricing strategy.  A simplistic multiplier approach or rule-of-thumb for valuation may significantly under-value or over-value a business.

4.  Any serious buyer who considers moving forward with an acquisition of the business will insist on reviewing far more information prior to buying the business.  Consequently, you will have to provide the information eventually, anyway, so why not take the time to do it right by providing complete information up front.

5.  A large part of having a business sale succeed is in establishing the buyer’s confidence in the business and reducing uncertainty.  Providing solid, complete information without delay decreases buyer uncertainty and increases confidence.  Contrast this to a buyer asking a broker a question that requires information from the business owner.  Perhaps the business buyer emails the question to the broker on Thursday morning, but the broker doesn’t get it until Thursday afternoon due to being in a meeting with another client.  The business broker doesn’t have the information requested so they contact the seller.  The seller says he will have to get the information requested from his CFO.  The business broker reports back to the buyer that he should have the information within the next couple of days.  However, unbeknownst to the broker the CFO is traveling until Tuesday.  On Friday the broker still hasn’t heard anything back, so he calls the business owner but only gets voice mail and doesn’t hear anything back, since the business owner assumes his CFO is dealing with it.  On Tuesday the CFO gets back, but is buried after being gone for a couple of days and doesn’t get the information back to the business broker until the following Thursday.  So a week has gone by.  What’s going through the buyer’s mind?  ”Gee, I thought I made a pretty simple request for information.  Why is it taking so long to get it?  Are they serious about selling?  Are they disorganized?  Is there a problem with the information I requested that they are trying to fix?  Maybe I should give more attention to another business I was considering.”

6.  You run a greater risk that the price and terms will be re-negotiated as a result of due diligence, or worse – that the deal will die.   If a buyer makes an offer based on incomplete material disclosure and then during due diligence discovers new information, there’s a good chance that they will use it to negotiate a lower price than they originally offered, or, if the information is significant enough, they may back out of the deal.  This is problematic for another reason:  most Letters of Intent call for an exclusivity period for the buyer from the time the Letter of Intent is signed until they complete due diligence (often a 2-4 week period).  This means that active marketing and communication with other buyers must cease during this time frame, so in essence the business is off the market for 2-4 weeks.

Codiligent strives to do everything possible to increase the probability of attracting the right buyers, getting them to complete a transaction, and pay the best possible price and terms.  As a result, the business selling process is necessarily front loaded with information requests, analysis, packaging of the business, and researching logical buyers.  This is often one of the most important transactions of a business owner’s life, and it deserves to be handled as such.  Yet, just because the process is comprehensive doesn’t mean it will take significantly longer than if handled by a broker who fails to do a similar up-front process.  Codiligent has developed a proprietary process and methodology that makes the collection, analysis, and packaging of the business VERY efficient.  It is not uncommon for a 60+ page analysis, initial information package, and a 100+ page confidential information package to be developed within two weeks.

Posted by: bizsale | September 24, 2009

What will you do after the sale of your business?

I find that many of the business sellers I work with don’t really have plans to totally retire after a sale of their company.  Instead, many have other entrepreneurial ambitions or philanthropic endeavors they seek to pursue.  Regardless of whether you plan on playing golf, starting a new business, spending more time with your family, writing the great American novel, or leading a non-profit my question is “what are you going to do IMMEDIATELY after the sale of your business?!?”

After spending years of hard work building a successful business, you deserve a break.  Here are a few suggestions for vacations based on some of my favorite vacation spots in the world:

The Boulders at Singita, South AfricaBungalow at The Boulders at Singita

This African Game Resort has only 12 bungalows on the property.  The bungalows are a spectacular blend of traditional African design and materials with a modern feel.  Each has an enormous private deck with outdoor shower and private soaking pool, and a wall of glass separating the interior from the exterior.  The gourmet food is excellent and the game viewing is abundant (leopards, cheetahs, hyenas, lions, rhinos, elephants, hippos, etc.).  Don’t just take my word for the quality of this resort.  It has been rated number 1 or 2 in the world by many of the leading travel magazines including Travel & Leisure’s #1 Hotel in the World for 2008 and Conde Nast Traveler’s Reader’s Choice #1 in Africa and the Middle East in 2006.  Looking for a tented safari?  May I suggest contacting Ker & Downey Safari Company for assistance with planning a tented safari in Botswana?

Kea Lani Resort in Maui, HIkea lani

While the island of Maui has lots of great things to do, I could easily spend a week at the Kea Lani and never leave the property.  With five excellent restaurants on site, a private beach, 3 swimming pools (including an adults only pool), and a full service spa it’s a great place to unwind at a leisurely pace.  If you want a little more activity the award-winning Wailea Golf Courses are a stones throw away.

Fusion Suites, Amsterdam

Fusion SuitesThis is my ultimate boutique hotel.  Some may consider it a bed and breakfast because it only has four suites, but referring to Fusion Suites as a bed and breakfast doesn’t do it justice.  This is more like staying in a friend’s mansion.  The decor rivals that found at the finest hotels in the world.  The proprietors, Sharmilla and Alex, demonstrate exceptional attention to detail that leads to an unparalleled customer experience.  The location is in a tony neighborhood next to beautiful Vondelpark – removed from the seedy areas of Amsterdam, but still close to many tourist sites and excellent restaurants.

I’d love to hear some of your favorite vacation spots.  It seems like it can sometimes be difficult to locate resort and hotel properties that are truly unique and special.  One hotel/resort website directory that seems to have done a great job of screening quality properties that I would like to share with you is Kiwi Collection, www.kiwicollection.com

Posted by: bizsale | September 8, 2009

All business isn’t created equal

While I believe that our economy is starting to show signs of recovery, I know that many economists believe that the recovery will be slow and gradual.  Consequently, I know that many business owners are eager to accept any and all business that they can get, consistent with the old adage, “beggars can’t be choosers.”  However, pursuing all business that is available is not necessarily a wise move.  Growth has its own set of challenges, and prospective clients who compromise or complicate a business or aren’t consistent with a company’s long-term strategic goals may not be worth pursuing.

Recently, this has become an issue for some small businesses that may be able to achieve a significant, but temporary, increase in business as a result of government stimulus spending.  To accommodate that growth a business must be able to ramp up, but then also successfully ramp down when that stimulus money is no longer available (unless there are replacement clients).  That is often easier said than done.

In the September 3, 2009 issue of The Wall Street Journal, there is an article that describes some of the challenges and concerns about ramping up a business to meet temporary demand.  The article is worth reading (follow the link).  It is written by Michael Sanserino, and is titled, “Stimulus Holds Peril for Firms: Burst of Government Spending Complicates Planning.”

Posted by: bizsale | August 27, 2009

10 Ways To Stage Your Business for A Buyer Tour

Have you watched the HGTV show “Designed To Sell”?  It’s one of my favorite TV shows.  In it, someone is getting ready to try to sell their house, and a professional stager is employed with a budget of $2,000 to use for fixing up the house and staging it to increase the probability of a successful sale.  I’m always amazed at how much better the houses look after the professional stager spends the $2,000.  However, there are a few things that no matter what the condition of the house the stager almost always does:  get rid of junk and clutter, properly store and organize things, and simplify the look and feel.  While a business sale is far different from selling a house, prospective buyers will still develop a strong impression of the business based on how it physically looks and feels when they visit.  So, just like on Designed to Sell, when you are preparing to sell your business you should do some physical clean up of your business.  You should ask your business broker for advice on what should be done to make the business physically more marketable.  Here are a few suggestions of things to consider:

1. Do you have obsolete, worthless, or unneeded equipment or furniture cluttering your office, manufacturing facility, store, or warehouse? If so, and it won’t have any value to a buyer, get rid of it.

2. Is your business in need of interior painting? Even if you have a manufacturing business or a warehouse-based business, if the walls are scuffed or dirty, it will create a less positive impression than if the business looks clean.

3. Are desks and work spaces clean and organized? If employee desks and work spaces are cluttered buyers may get the impression that the business is chaotic, confusing, poorly run, and possibly under-staffed.  Implementing and/or enforcing a policy for employees to keep desks and workspaces organized and clean is a good use of time and energy prior to selling a business.  If there is inadequate storage space, consider getting more cabinets / storage containers or using off-site storage for items that aren’t utilized on a daily basis.

4. How do your employees look? How employees dress and are groomed can vary dramatically from one business or industry to another.  Before selling a business it may be worthwhile to assess whether your dress code is appropriate and being adhered to.

5. What music is being played in the work environment and at what level? Notice that when you go into a nice retail store that has the “shopping experience” down pat, or a Starbucks there is usually pleasant music playing in the background at a low enough volume that you can easily have a conversation.  These businesses have figured out that sound is part of the customer experience, but that appropriate volume is critical.  It is not uncommon in warehouse and production businesses with loud machinery for employees to have music loudly playing.  I would encourage you to require music to be non-offensive and be played at a low level when giving prospective buyers a tour of the business.  Better yet, select music that you believe is a good complement to your business.

6. Are the bathrooms and break room clean? Bathrooms and break rooms that are dirty can produce a visceral turn-off for buyers.

7. Do the carpets or floors need to be cleaned? Have you ever noticed how Les Schwab Tires’ gleaming floors convey a sense of quality and competence?  In contrast, if you’ve ever been in a grocery store where there was an obvious spill that didn’t get cleaned up and has left a dry ugly spot on the floor, the perception of that store’s quality is often impaired.

8. Are there burned out lights that need to be replaced? Not only do burned out lights create a negative quality impression for a buyer, but they also may make it difficult to see what the prospective buyer may be acquiring.

9. Is the landscaping and exterior of the building clean and in good repair? As a buyer approaches your building they will begin developing their first impression of the physical business, and will subconsciously determine whether the information they have reviewed in the package seems consistent with the quality they are observing.  Cigarette butts or garbage in the parking lot, overgrown landscaping, or chipped paint can all lead to a negative first impression.

10.   Is there any minor maintenance or repairs that are needed for the building, furniture, fixtures, or equipment? Deferred maintenance may send the signal to a buyer that the business is not producing enough cash flow to take care of necessary repairs or that the business may not be well managed.

Posted by: bizsale | August 20, 2009

Petition to Repeal Oregon State Gross Receipts Tax

If you are a business owner in the state of Oregon, I am sure you know about the state legislature passing two bills that may have a negative impact on you:  a gross receipts tax on your business, and an increased income tax on your personal income if you are a high earner.

I believe the gross receipts tax on businesses is especially unethical because it is based on revenue rather than profits.  You could have a business that has high revenue, but if the business has run into difficulties you could be losing money but still be subject to the new gross receipts tax.

There are petitions that are being circulated to get  the business gross receipts tax and the increase in the income tax on the state ballot so that voters can decide whether to repeal them.  If you are supportive of this, the organization behind the petitions has made it very easy to sign them.  You can go to their website, download a petition form, sign it, fold and tape it, then drop it in the mailbox.  You don’t even need to put any postage on it – the postage prints on the form.  If you are interested in signing these petitions, here is a link to the website where you can download them:

http://www.stopjobkillingtaxes.com/

In today’s (August 19, 2009) Wall Street Journal, an article titled “Private Equity Holds Its Cash . . . And Waits”, reported that the private-equity industry manages $2.5 trillion in funds, a 15% increase from 2007, and of those funds about $1 trillion are available for investment (i.e. they are sitting on cash rather than invested in portfolio companies).

The article says that last year private-equity firms attracted new funds at more than twice the rate they made investments, and “The accumulation of cash could signal that private-equity firms expect the pace of deals to pick up soon or that they want to avoid a scenario in which they don’t have the funds to exploit an economic recovery while rivals ride bargain prices to stellar returns.”

I believe that with the majority of economists stating that the economy has hit bottom and is now slowly starting to recover that we will start to see a significant increase in the number of acquisitions made by private equity groups.

I represent business sellers whose companies have between $500k and $20 million in annual revenue.  This size range is too small to be of interest to the majority of private equity groups.  However, as the private equity industry has grown over the past several years, increasing competition for the limited number of large company deals has caused more private equity firms to start looking at smaller deals.  In my buyer database I have several private equity firms that have expressed interest in acquisitions of companies with less than $20 million in revenue.

Over the past 12-18 months, there have been lots of buyers sitting on the fence – from private equity groups to acquisition-minded companies to individual business buyers.  The economic and political change and uncertainty has left many of them preferring to do nothing.  As things begin to stabilize and mild recovery is perceived, I believe serious buying activity will substantially increase.  For business owners who would like to sell, but who have been also sitting on the fence, it may be time to start preparing to market your business.

Posted by: bizsale | August 12, 2009

Recession is Over

In the Wall Street Journal today, there is an article titled “Economists Call for Bernanke to Stay, Say Recession is Over” that may be particularly interesting to business brokers and business owners who are considering a sale of their companies.

The WSJ surveyed 52 economists and 47 responded.  Out of those surveyed, 28 believe the recession has ended within the last 2-3 months.  Another 10 economists believe that the recession will end by the end of September.

WSJ Chart 08 12 09Another important issue is that 27 of the economists believe that the Fed will raise interest rates in 2010, with the majority of those thinking the rate increase will be coming in the second half of 2010.  If you’ve read my past blog posts, such as the one titled, “Start of the recovery? Time to think about selling your business“, you will understand why this is important, but allow me to reiterate the primary reasons that it may be an excellent window of opportunity if you are planning on selling your business.

During the recession most buyers were naturally very conservative about whether to buy a business and the price they were willing to pay.  This makes a lot of sense, because in addition to normal specific business risk, they were also uncomfortable about the risks associated with further declines in the economy (i.e. “where’s the bottom?”, “How much worse are things going to get?”).  However, once buyers feel comfortable that the economy is improving, even if not dramatically, they will become more comfortable with buying a business.

Those businesses that have performed well despite the recession will stand out even more in comparison to those that didn’t fare so well during the downturn, but that comparative advantage will start to erode as the economy improves and more businesses start showing improved performance.

Yet, as the economy improves the Fed will eventually increase interest rates.  The prediction that the Fed will raise rates in the second half of 2010 will have an impact on business values.  Aside from simply costing buyers more money to use debt financing, the increase in interest rates will impact the cost of capital which has a negative impact on business valuation.  All other things equal, an increase of 1% in US long-term Treasury Bonds may reduce the all-cash price that a business seller will achieve by about 5%-7%.

Consequently, I believe that between now and July of 2010 will provide an excellent opportunity to sell a well-performing business.  Since an average marketing time-frame for a small business being represented by a competent business broker is 6-9 months, I would encourage those who are considering a sale to start the process sooner rather than later (my recommendation would be to start the process now, or at the latest by December) in order to take advantage of this window of opportunity.

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