Effectively Utilizing Confidentiality Agreements

Every year countless great deals, deals that would have otherwise gone through, are undone due to a failure to properly utilize and follow confidentiality agreements.  A failure to adhere to this essential contract can lead to a myriad of problems.  These issues range from employees discovering that a business is going to be sold and quitting to key customers learning of the potential sale and taking their business elsewhere.  Needless to say, issues such as these can stand in the way of a sale successfully going through.  Maintaining confidentiality throughout the sales process is of paramount importance.

Utilizing a confidentiality agreement, often referred to as a non-disclosure agreement, is a common practice and one that you should fully embrace.  There are many and diverse benefits to working with a business broker; one of those benefits is that business brokers know how to properly use confidentiality agreements and what should be contained within them.

By using a confidentiality agreement, the seller gains protection from a prospective buyer disclosing confidential information during the sales process.  Originally, confidentiality agreements were utilized to prevent prospective buyers from letting the world at large know that a business was for sale. 

Today, these contracts have evolved and now cover an array of potential seller concerns.  A good confidentiality agreement will help to ensure that a prospective buyer doesn’t disclose proprietary information, trade secrets or key information learned about the business during the sales process.

Creating a solid confidentiality agreement is serious business and should not be rushed into.  They should include, first and foremost, what areas are to be covered by the agreement, or in other words what is, and is not confidential.  Additional areas of concern, such as how confidential information will be shared and marked, the remedy for breaches of confidentiality and the terms of the agreement, for example, how long the agreement is to remain enforced, should also be addressed. 

A key area that should not be overlooked when creating a confidentiality agreement is that the prospective buyer will not hire any key people away from the selling company.  Every business and every situation is different.  As a result, confidentiality agreements must be tailored to each business and each situation.

 When it comes to selling a business, few factors are as critical as establishing and maintaining confidentiality.  The last thing any business wants is for its confidential information to land in the hands of a key competitor.  Business brokers understand the value of maintaining confidentiality and know what steps to take to ensure that it is maintained throughout the sales process.

Copyright: Business Brokerage Press, Inc.

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The Variety of Variables Involved in Selling Your Business

Selling a business is more than a big decision, as it is also quite complex.  Finding the right buyer for a business is at the heart of the matter.  In the recent Forbes article, “Ready to Sell Your Business? Follow These 3 Tips to Find the Best Buyer,” author Serenity Gibbons outlines that selling a business is a multifaceted process with a lot of moving parts.

A central variable for those looking to sell a business is to have a coherent and well thought out exit strategy in place.  She points out that at the top of your to-do list should be selling your business the right way, and that means having a great exit strategy in place.  In fact, many experts feel that you should have an exit strategy in place even when you first open your business.

Another key variable to keep in mind is that, according to Gibbons, only an estimated 20% to 30% of businesses on the market actually find buyers.  This important fact means that business owners, who usually have a large percentage of their wealth tied up in their businesses, are vulnerable if they can’t sell.  It is vital for business owners to make their businesses as attractive as possible to buyers for when the time comes to sell.

This article points to author Michael Lefkowitz’s book “Where’s the Exit.”  This book outlines what business owners need to do to get their business ready for their exit.  Updating your books, ensuring that a good team is in place and ready to go and taking steps to “polish the appeal of your brand” are some of the important topics covered. 

Gibbons notes that “not every buyer with cash in hand is the right buyer for your company.”  Mentioned are three key variables that must be addressed when looking to find the right buyer: consider your successor, explore your broker options and find a pre-qualified buyer.

In the end, working with a business broker is the fastest and easiest way to check off all three boxes.  An experienced professional knows the importance of working exclusively with serious, pre-qualified buyers.  Since a good business broker only works with serious buyers, that means business brokers can greatly expedite the process of selling your business. 

In her article, Gibbons supports the fact that working with a business broker is a smart move.  Those looking to get their business sold and reduce an array of potential headaches along the way, will find that there is no replacement for a good business broker.

Copyright: Business Brokerage Press, Inc.

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How Employees Factor into the Success of Your Business

Quality employees are essential for the long-term success and growth of any business.  Many entrepreneurs learn this simple fact far too late.  Regardless of what kind of business you own, a handful of key employees can either make or break you.  Sadly, businesses have been destroyed by employees that don’t care, or even worse, are actually working to undermine the business that employs them.  In short, the more you evaluate your employees, the better off you and your business will be.

Forbes’ article “Identifying Key Employees When Buying a Business”, from Richard Parker does a fine job in encouraging entrepreneurs to think more about how their employees impact their businesses and the importance of factoring in employees when considering the purchase of a business. 

As Parker states, “One of the most important components when evaluating a business for sale is investigating its employees.”  This statement does not only apply to buyers.  Of course, with this fact in mind, sellers should take every step possible to build a great team long before a business is placed on the market.

There are many variables to consider when evaluating employees.  It is critical, as Parker points out, to determine exactly how much of the work burden the owner of the business is shouldering.  If an owner is trying to “do it all, all the time” then buyers must determine who can help shoulder some of the responsibility, as this is key for growth.

In Parker’s view, one of the first steps in the buyer’s due diligence process is to identify key employees.  Parker strongly encourages buyers to determine how the business will fair if these employees were to leave or cross over to a competitor.  Assessing if an employee is valuable involves more than simply evaluating an employee’s current benefit.  Their future value and potential damage they could cause upon leaving are all factors that must be weighed.  Wisely, Parker recommends having a test period where you can evaluate employees and the business before entering into a formal agreement.

It is key to never forget that your employees help you build your business.  The importance of specific employees to any given business varies widely.  But sellers should understand what employees are key and why.  Additionally, sellers should be able to articulate how key employees can be replaced and even have a plan for doing so.  Since, savvy buyers will understand the importance of key employees and evaluate them, it is essential that sellers are prepared to have their employees placed under the microscope along with the rest of their business.

Copyright: Business Brokerage Press, Inc.

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The Importance of Understanding Leases

Leases should never be overlooked when it comes to buying or selling a business.  After all, where your business is located and how long you can stay at that location plays a key role in the overall health of your business.  It is easy to get lost with “larger” issues when buying or selling a business.  But in terms of stability, few factors rank as high as that of a lease.  Let’s explore some of the key facts you’ll want to keep in mind where leases are concerned.

The Different Kinds of Leases

In general, there are three different kinds of leases: sub-lease, new lease and the assignment of the lease.  These leases clearly differ from one another, and each will impact a business in different ways.

A sub-lease is a lease within a lease.  If you have a sub-lease then another party holds the original lease.  It is very important to remember that in this situation the seller is the landlord.  In general, sub-leasing will require that permission is granted by the original landlord.  With a new lease, a lease has expired and the buyer must obtain a new lease from the landlord.  Buyers will want to be certain that they have a lease in place before buying a new business otherwise they may have to relocate the business if the landlord refuses to offer a new lease.

The third lease option is the assignment of lease.  Assignment of lease is the most common type of lease when it comes to selling a business.  Under the assignment of lease, the buyer is granted the use of the location where the business is currently operating.  In short, the seller assigns to the buyer the rights of the lease.  It is important to note that the seller does not act as the landlord in this situation.

Understand All Lease Issues to Avoid Surprises

Early on in the buying process, buyers should work to understand all aspects of a business’s lease.  No one wants an unwelcomed surprise when buying a business, for example, discovering that a business must be relocated due to lease issues.

Summed up, don’t ignore the critical importance of a business’s leasing situation.  Whether you are buying or selling a business, it is in your best interest to clearly understand your lease situation.  Buyers want stable leases with clearly defined rules and so do sellers, as sellers can use a stable leasing agreement as a strong sales tool.

Copyright: Business Brokerage Press, Inc.

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The Entrepreneurial Exit Strategy — Prepare Yourself

The Entrepreneurial Exit Strategy — Prepare Yourself

Candace SjogrenCandace Sjogren – VIP CONTRIBUTOR

When you started your businesses early on, you were not likely planning to sell it. You had a big idea, a skill that no one else could quite match, a passion for changing the world in some way. And if any investor asked you about your exit strategy, you would placate them by noting the three giants in your industry, but would likely be clear to state, “but I intend to execute against my business plan. As long as my business is making money, there is no need to exit.”

I wholeheartedly believe that nearly every founder feels this way in the beginning. But running a business is hard work. It requires untold hours of blood, sweat and tears and has no sympathy for its founder’s illnesses, family needs or mental stress.

It is inevitable that you, founder, will one day retire or pass (let’s hope you have some easy days before you go). Knowing that you cannot run your business forever, and assuming that your company will be wildly successful, it is good to begin planning for succession earlier rather than later in your company’s life cycle.

Follow these four tips for building good habits early on so you have an easy exit when you are ready to pass the reigns:

1. Form a board of directors or advisors from Day 1.
It may seem a bit harrowing to set up a board in the early days when you are launching. Once you take on investor dollars, this will be required, but if you are bootstrapping, you likely want to maintain complete control for as long as possible. Inviting directors prior to a fundraise would unnecessarily create a reporting and decision-making structure that you and future investors do not want.

However, setting up a board of advisors and treating it as if it were a board of directors can be quite useful in later years. Structure your board so that your advisors do not have voting power, but offer them small compensation or equity instead, and treat them seriously. Schedule monthly board meetings and come to your board with a meaningful agenda around key inflection points your company will need to meet in order to succeed.

Organizing a board will help build accountability into your business model and will organize your business according to goals that can be tracked in the future.

2. Send monthly investor/board updates and take meeting minutes.
Writing down your meaningful milestones is just as important as making yourself accountable to a board of peers. If you don’t write down your goals and accomplishments, it is hard to prove, at a later point in time, that you accomplished them in the first place.

Consider sending a monthly investor and/or board update, outlining your successes from the previous month, upcoming inflection points and key hires and needs from your board. Not only will this garner favor with investors and show openness and responsibility; it will also give you a written report card to include in any potential acquisition package down the road.

3. Make friends with your competitors.
If you are in a cutting-edge new industry, you are likely not alone. And if you are spinning off from a previous employer, you know exactly who else serves your customer. You should not only do your research to know exactly who your competitors are and how you differentiate. You should also take the time to get to know each of the founders in your industry. Attend industry events and shows. Seek out opportunities to joint venture or create industry trade groups.

Should your company take a turn for the worse in the future, your competitors are most likely to seek out your assets. And should you succeed, you may want theirs. Either way, building strength in your industry through openness and communication can help you significantly at the time of exit.

4. Train your staff to seek out upward mobility and offer employee ownership.
When we craft our exit strategy in our business plan or add the exit slide to our investor deck, we often look outward for a potential acquirer. However, companies are purchased by their employees quite often, and employee-acquired businesses are growing by 10% each year.

Offering stock to your employees builds loyalty within the company and helps you to diversify potential future buyers over time. Whether you plan on selling your business or not, you will want to build trust and investment with your team, and offering some form of an employee stock ownership program (ESOP) and internal promotion structure are two ways to build this opportunity for yourself.

In the end, you will want to follow the tips suggested above whether you ultimately sell your company or not. Building good habits now will only help you to succeed later, whether that success comes while sitting at the helm of your business or sending it off under new control.

business sale price
Want to get a high business sale price for your company? Here’s how

 

Do you want to get a high business sale price when selling your company?  Of course you do! Your business most likely represents the bulk of your life’s hard work, you deserve to get the most that you possibly can.  We noted in a previous blog post that there are two broad answers to this question. The first answer concerns the business itself, and the second one concerns the sales process. The sales process focuses on the “when”, “who”, and “why” parts of selling a business, which I will address in this article. The sale process cannot transform an average business into a high  multiple business. However, by following a few guidelines outlined below, it can result in a higher enterprise value at the closing date.

Takeaway: Attract a much higher business sale price for your private company by learning how the sales process impacts a company’s valuation.

Increase the value

“Selling a business is all about timing,timing,timing!”

 

They Say Timing is Everything

In real estate the mantra is Location, Location, Location. In selling a business or M&A it’s Timing, Timing, Timing! The timing of the sales process is perhaps the most important factor in the entire process. Not only is timing important in the context of the economy in general, but also with respect to the company’s performance and the owner’s objectives.

If you only take one nugget away from this article, take this away:
The ideal time to sell and achieve a high business sale price is when there is an consistent “year over year” upward trend in revenue and earnings, and there is an expectation of more to come.

** Unfortunately, this is when Most seller’s decide not to sell because it’s just to good to walk away from when business is going great.
The prospect of growth is very influential in attaining a strong business sale price multiple. However, while a valuation is determined by a company’s future prospects, buyers often use historical performance to assess future prospects. When I say “historical performance,” I mean at least two years of consistent growth. Many businesses grow in steps. A pattern of revenues at $10 million for several years, which then jumps to $20 million for one year, does not present a convincing growth trend. Another jump to $25 million the next year will go a long way to realizing a growth multiple (now we’re talking). Ultimately, convincing a buyer to pay a premium depends on  how the growth was achieved, the quality of earnings and what the current prospects are.

The selling process is one that can take seven to ten months to complete if things go well. Therefore, inevitably you will run in the single most important question that a buyer wants answered while the sales process is ongoing…..

“Are you on track?”

or its very close cousin:

“Can we have a look at the latest financial month or quarter end?”

Under performing at this stage to what you originally told the buyer is definitely the worst case scenario. If you are four to six months into the process, you will have already received a number of expressions of interest and are likely working with a small group of seriously interested parties. An earnings number below expectations may open up the possibility for a value revision or structure change in a Letter of Intent. This may cause serious delays in the process, since an alternate buyer may need to be found. The moral of this story is….don’t miss.
Any Buyer is Good Right?

The second most important consideration in the sales process is who to sell to? Last year, I wrote a detailed article on how to identify the best buyer. I won’t go into the details here, but I will say state one key point. The most important step when identifying the right buyer is to ensure your M&A adviser runs through a complete, thorough, and diligent buyer selection process. The four phases of a business sale or divestiture are: plan, prepare, market, and complete. A critical factor in achieving a successful sale is to keep as many options open as long as possible. The seller has power when there are many choices. If there is only one interested party, then guess what, you have no leverage and chances are you either a) don’t sell your business, or b) end up selling it a multiple far below your expectations.
Why Am I selling Again?

The “why” of selling may not be a key driver in realizing the most value in a transaction, but it is a factor in the form of consideration received, and how long the process will take. Remember, if the business is dependent on the owner operator, he/she will not be able to leave the business upon its sale. If the owner operator has spent 20 years in the business, is nearing retirement, has made him/herself redundant, then he/she is in a position to structure the transaction to include as much cash as possible and a short transition period. However, if the reason to sell the business is to take advantage of an opportunity to accelerate growth, then partnering with a well capitalized financial sponsor or private equity group may be a better solution. This buyer may bring the investment and/or sales or distribution resources to the table that you need, but you should expect to spend more years with the business. Past experience has taught us that, If your only reason for selling is for money with hopes of getting a “pie in the sky” business sale price, then chances are you are not fully ready to sell.
Final Thoughts

Ultimately, the best time to sell and get the highest business sale price is when the owner is still interested in the business. This is when this interest will translate into a solid sales process, which will resonate with the buyer and is likely to drive the multiple higher. The best time to sell has passed when the owner is no longer interested in the business (i.e. if he/she is spending more time on other interests), or if the owner is compelled to sell for health reasons, or as a result of changing competitive/technology dynamics that are substantially reducing the economic prospects for the business. The sales process, from consideration to closing, can take many years. With future economic uncertainty as it is, it is best to start the planning from a position of strength.

 

By Cody Weaver  July 24, 2017
Tinton Falls, NJ 07701

BAE Top-Producing Business Brokers

 

 

Call Business Acquisition Experts at (646) 737-5273 for a Free consultation. Or you can reach us by submitting an inquiry here:  Contact Us

All inquiries, correspondence, and consultations are “Always Confidential”

Priming your business for sale? 5 Things to Consider

For your business, there are many questions you need to ask yourself when deciding whether or not you are ready to sell and undertake an M&A transaction.  The obvious questions will run through your mind. Am I ready to retire? What does my future hold after the sale of my business? How will my employees react to new ownership? This list goes on and on, your mind will be racing with so many important questions, all valid and important to consider. With that being said there are higher priority questions that will need to be answered in order to determine if you are truly prepared to start the process of marketing your business for sale.
Preparation is key to ensure a smooth business sale process. Lack of preparation can and in most cases will result in costly last minute “haircuts” to the value of your company and the purchase price. “Those who fail to plan, plan to fail”. – Warren Buffet

Below are some check points to consider when measuring how primed and ready your business is for sale:

How does your financial record keeping stack up against other

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top notch acquisition targets?

What best describes your accounting practices? ( Do you hand your accountant a stack or receipts? Do you use a program like Quickbooks or Simply Accounting? Or do you have your CPA conduct a review engagement every year?)

The cleaner and more transparent your books and records are, the more corporate value it will add and the easier it will be to sell your company to a strategic of financial buyer. We highly recommend an annual review be completed by your accounting firm.

Do I have the right management team in place?

One of a company’s biggest assets is it’s people, buyers want to know that your staff is committed to maximizing the wealth of the new or pre existing shareholders. Another staff related consideration is structure of your management team.  If you don’t already have one put together, an organizational flow chart showing the chain of command will boost value as well.  If there are any gaps that prevent your organization chart from flowing properly you may want to consider filling that gap. Over reliance of day to day operations by the President/Owner is not at all conducive to your success in selling your company for the best price and terms. Buyers want a business that is self-sufficient with strong management that is capable of operating efficiently with or without the owner present.

How strong is my brand?

Image is everything and for a reasonable investment can be polished if it is outdated or just simply not appealing according to today’s digital internet standards. Start with your website. Was it built 10 years ago when the internet first started gaining traction? Web developers have come a long way and a newly updated website is absolutely necessary. Social media accounts are a must, don’t just develop them but task someone on your team with managing the content. Remember that prospective buyers are going to “Google” your company name, make sure that your company shows up and that the content is positive.

 

Are the company financials in order?

We cant stress this value driver enough! The most painful (doesn’t have to be) portion of the acquisition process can be reviewing financials. Buyers are going to want to go back 5 years in order to determine the valuation you have placed on the business is fair and reasonable. If you don’t have a CPA on staff seek help from an outside source to review or audit your records and ensure they are in line with generally accepted accounting practices. Transparency will be key when reaching this part of due diligence with the buyer, but you must be forthcoming with information to gain trust. Strong financials help us (Business Brokers and M&A Advisers) to recast or adjust  your income statements and “paint the most profitable picture” for your business.

Is now the right time to sell?

If you have owned your business for a long period of time no one knows the trends better than you. With the average business sale taking 9 months to consummate, try to plan accordingly.  You will want your business to be thriving during the negotiation period and when buyers are in your offices. Nothing gets a buyer more excited than to see a business in motion with profits pouring in. If your business is cyclical they will know by reviewing your financials, but booming sales during the acquisition process is always a plus.

Depending on the size of your business the preparation for maximizing your valuation can take months if not years, there are many elements associated with this process. The points above are things that you as an owner can immediately seek out and improve. Just remember, this is your baby and most likely your largest asset. You owe it to yourself to make one last hard push and walk away knowing that you did everything within your power to maximize its value. We at BAE are only a phone call away from guiding you unobligingly through the business exit planning process.

New York/New Jersey Office- (646) 737-5273

South Florida Office- (772) 323-8525

Think...Plan...Manage...Strategy

Think…Plan…Manage…Strategy

Business Acquisition Experts Top-Producing Business Brokers

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Written by Shane Mullan: Senior Vice President-BAE of South Florida

How Sale Leasebacks Can Unlock Illiquid Capital

Many companies can benefit substantially from a property sale leaseback. Some companies have capital inefficiently tied up in ownership of real estate assets (warehouses, office buildings, manufacturing facilities, retail stores, etc.) that may be accreting at rates below what could be earned if the capital were freed up and put to an alternative use. Entering into a sale leaseback on some or all of those assets is an attractive way to unlock this illiquid capital.

In a sale leaseback, a company sells some or all of its real estate to a passive financial buyer (often a real estate investment trust, or REIT) that simultaneously leases the property back to the company under a long-term triple-net lease. This structure allows a company to retain full operating and financial control of the property as though it were still the owner.

Sale leasebacks are also capable of attracting excellent values for sellers, often higher than what could be realized in an outright sale. This is because the buyers are passive financial organizations that will compete aggressively to lock-in fixed returns for a lengthy term (generally 15 – 20 years plus renewals) without the worry, risk, or cost of having to re-tenant the property during that period.

Unless a company believes its properties are going to accrete at unusually high compound rates or that the sale will generate excessive tax consequences, sale leasebacks serve as a valuable financing tool.

The proceeds from sale leasebacks can be re-deployed in a variety of attractive ways:

  • Paying dividends to shareholders
  • Funding internal growth opportunities
  • Funding capital expenditures or M&A opportunities
  • Paying down debt and strengthening the balance sheet

In addition to unlocking precious capital, sale leasebacks offer the following benefits:

  • They monetize 100% (or possibly more) of a property’s value as compared to a typical mortgage, where only 75% of an appraised value is generally provided
  • The lease payments are fully deductible and reflect 100% of a property’s value (land and building), as compared to depreciating just the building
  • They effectively represent a long-term, interest-only financing at competitive fixed rates
  • They afford protection against potential downward price movements in property
  • They protect against the risk of rising interest rates and their impact on property values
  • For companies whose shareholders own the real estate in a separate entity and lease it to the company, they can use a sale leaseback to transition those assets to corporate property in anticipation of a future sale of the business.

Sale leasebacks can be arranged for a wide variety of assets, such as:

Office/Medical Buildings      Warehouses                             Restaurants
Continuing Care Facilities    Manufacturing Facilities       Supermarkets
Health/Fitness Centers         Retail/Convenience Stores   Pharmacies
Call Centers                             Gas Stations                             Gov’t Buildings
Education Facilities               Hotels                                        Banks
Car Dealerships                      Theaters                                    Arenas/Sports Facilities

Lastly, sale leasebacks are straightforward to arrange. Transactions can be arranged in as little as 60-90 days, depending on the availability of due diligence materials. Overall due diligence requirements are not unlike those of obtaining a term-loan, with the addition of providing property-specific details.

2016 Q2 M&A Market Conditions. Manufacturing takes the cake!!

 

Manufacturing image- THE BEST

By: Cody Weaver      9/7/2016           Business Acquisition Experts

Each quarter the IBBA and M&A Source present the Market Pulse Survey with the support of Pepperdine Private Capital Markets Project and Pepperdine Graziadio School of Business & Management. The report measures the current market conditions for businesses sold within the United States. Q2 2016 had some interesting insights for the manufacturing sector that every business owner should be aware of. The report revealed 4 things you need to know about the current Manufacturing M & A Market

  1. Manufacturing Businesses Sold More Than Any Other Type Of Business

During the second quarter of 2016 more manufacturing companies were sold in the US than any other type of business within the $1-$5 million AND the $5-$50 million revenue category.

  1. 2Multiples Are Trending Upward & Sellers Are Getting Close To Their Asking Prices

For lower middle market transactions multiples for Q2 ranged from 4.75-5.75X EBITDA. Businesses with revenues between $2-$50 million sold on average at 98% of their asking price.

For businesses with revenues between $2-$5 million, Sellers received 81% cash at closing, with 10% of the deal being financed by the Seller and the balance in an earn-out. Businesses with revenues between $5-$50 million sold with 76% cash at closing, 14% Seller financing and the balance in an earn-out.

  1. Who Is Buying And Where Do They Come From?

For deals under $5 million, 42% are first-time buyers and 40% are repeat owners. At Business Acquisition Experts, Inc., we found this percentage of first time buyers to be substantially higher for the second quarter. In fact, this is the largest category of buyer for us in all transactions between $2-$15 million.

For deals between $5-$50 million, the Market Pulse report showed 39% were sold to private equity firms and 30% to existing companies seeking expansion through acquisition.

For lower middle market deals, 41% of buyers come from more than 100 miles and an additional 39% come from more than 50, but less than 100 miles away. This statistic should be of paramount concern to those business owners seeking to engage an M&A or business brokerage firm. The company you hire needs to have more than a local audience to successfully sell your manufacturing company.

  1. How Long Does It Take To Sell A Manufacturing Business?

For companies with revenues between $1-$50 million, the average time to close was 9 months with 4 months from acceptance of the Letter of Intent to closing. At Business Acquisition Experts, Inc., we’re  experiencing a slightly lower average.

Mergers & Acquisition professionals dealing in lower middle market businesses generally believe that we are currently in a Seller’s Market. Manufacturing continues to dominate and are the most sought after businesses in the lower middle market. Clearly the current Manufacturing M & A Market is good news for retiring business owners.

 

www.acquisitionspro.com

(646)737-5273