Some "To-Dos" Prior to Selling

The following is an excerpt from Privately Held Company Newsletter.

• A decision to sell is not set in concrete, but should be awfully close to it. If the business is a family business, all of the family members should be in agreement. The same is true for all of the stockholders.
• The decision on who is going to be the ultimate manager of the selling process shoul db emade prior to going to market. It may be the largest stockholder or the CEO, but a single person should be appointed.
• Timeframes should be established prior to selling and milestones set for creating/completing items such as the selling memorandum, list of buyer contacts, letter of intent, closing etc.Deals that drag don't close.
• Recognize "on and off" balance sheet items such as work-in-progress billing, customer or client prepayments, contractual obligations, legal threats, etc.
• Negotiate key employee agreements or stay agreements. Stay agreements should be at least two to six months.
• Create a special place for all of the relevant documents and information a buyer or due diligence team would need to see.
• Keep in mind that complexity is a deal killer. The more complicated the deal, the less likely it is to work.
• And, finally, don't negotiate directly. Use an intermediary who can mediate, act as a buffer, and carry on "sidebar" conversations. Don't let time elapse between meetings with an interested buyer. Once the process starts, do all you can to keep it moving, or the process may lose its momentum and affect the business-as well as the morale of the employees. These are additional reasons to have an intermediary involved from beginning to end.

Thinking of Selling?

The following is from The Privately Held Company Newsletter



Thinking of selling now or in the not-too-distant future? Here are a few things to do that will definitely help - and, if you decide not to sell, they are items you should do anyway.

• Develop an Operations Manual and an Organizational Chart.


• Remove personal assets and expenses from the business.


• Resolve any pending litigation or regulatory issues.


• Finalize any copyrights, patents or trademark issues.


• Sell off any non-producing assets or equipment.


• Make sure financial records are clear, concise and current.


• Get Employment Agreements and Non-Disclosure Agreements with key employees.


• Build a detailed customer/client list and obtain contracts with them if possible.


• Formalize agreements with suppliers and vendors if possible.


• Make sure your website is current and really impressive.

Family-Owned Businesses Do Have Choices

The following is from "Buying & Selling Companies," a presentation by Russ Rob, Editor, M&A Today.

Family-owned businesses do have some options when it comes time to sell. Selling the entire business may not be the best choice when there are no other family members involved. Here are some choices to be considered:

Internal Transactions

• Hire a CEO-This approach is a management exit strategy in which the owner retires, lives off the company's dividends and possibly sells the company many years later.
• Transition ownership within the family-Keeping the business in the family is a noble endeavor, but the parent seldom liquefies his investment in the short-term, and the son or daughter may run the company into the ground.
• Recapitalization-By recapitalizing the company by increasing the debt to as much as 70 percent of the capitalization, the owner(s) is/are able to liquefy most of their investment now with the intent to pay down the debt and sell the company later on.
• Employee Stock Ownership Plan (ESOP)-Many types of companies such as construction, engineering, and architectural are difficult to sell to a third party, because the employees are the major asset. ESOPs are a useful vehicle in this regard, but are usually sold in stages over a time period as long as ten years.

External Transactions

• Third party sale-The process could take six months to a year to complete. This method should produce a high valuation, sometimes all cash at closing and often the ability of the owner to walk away right after closing.
• Complete sale over time-The owner can sell a minority interest now with the balance sold after like five years. Such an approach allows the owner to liquefy some of his investment now, continue to run the company, and hopefully receive a higher valuation for the company years later.
• Management buy-outs (MBOs)-Selling to the owners' key employee(s) is an easy transaction and a way to reward them for years of hard work. Often the owner does not maximize the selling price, and usuallly the owner participates in the financing.
• Initial public offering (IPO)-In today's marketplace, a company should have revenues of $100+ million to become a viable candidate. IPO's receive the highest valuation, but management must remain to run the company.

Does Your Company Have Pricing Power?

The following is an excerpt from The Privately Held Company Newsletter

If Starbucks raised the price of a cappuccino, sales most likely would not be affected. If your attorney raised his or her hourly rate, would you switch law firms? If a company or service firm does not have pricing power, then its value is less than it should be. Here are a few ways to develop or increase pricing power:

• producing a discernible branded product or service


• innovating with patent production such as Apple's i-Pod


• provinding such exceptional service that competitors are not able to replicate it

An interesting question for company management is - how should they set their prices? Sometimes the answer is that management figures out at what price the item can be sold and then works their costs backword. The more traditional way is to add up the cost of labor, material, and overhead plus an acceptable profit. But times have changed, and in many cases, the power of pricing has moved from the producer to the customer. Today, Wal-Mart tells most of their vendors what they will pay for certain items, and Ford tells their suppliers the same. On that basis, many companies are beholden to the Wal-Marts and the Fords of the world and do not have the benefit of pricing power.

Improving Your Prospects for Selling

According to a Price Waterhouse survey of more than 300 privately held U.S. businesses that have been sold or transferred, the most common steps companies take to improve their prospects for a sale, prior to taking the company to market, include:

• Improving profitability by cutting costs
• Restructuring debt
• Limiting owners' compensation
• Fully funding the company pension plan
• Seeking the advice of a consultant or intermediary
• Improvign the management team
• Upgrading computer systems/processes

What Are Your Company's Weaknesses?

The Following is an excerpt from Privately Held Company Newsletter

Every company has weaknesses; the trick is to fix them. There is a saying that the test of a good company president or CEO us what happens to the company when he or she leaves. Some companies on paper may look the same, but one may be much more valuable, due to weaknesses in the other.
Not all problems or weaknesses can be resolved or fixed, but most can be improved. Fixing or improving comapny weaknesses can not only significantly improve the value, but also increase the chances of finding the right buyer.
Here are some common weaknesses that could cause concern for acquirers and lead them to look elsewhere for an acquisition.

"The One-Man Band"
Many small companies were founded by the current president who has made all of the major decisions. He has not developed a succession plan and has no one in place to take over if he gets hit by the proverbial truck. He is the typical one-man band and, as a result, the company is not an attractive target for acquisition.

Declining Industry
Companies in a declining industry have to be smart enough to see it and make changes. One successful example was a company that made ties; somebody within the company was smart enough to see the decline in this apparel item and switched their business to making personalized polo shirts. A company can still make ties but has to have forsight-and ability-to move into new product(s) as well.

Customer Concentration
This area is a major concern to most buyers. It is not unusual for the one-man band to focus on what made the company successful - one or two major customers. The relationships with these customers have been built over many years and are seldom transferable. Finding new customers may take time and money, but it is absolutely necessary if the owner wants to sell.

The One Product
Many one-man band run companies were based, and still are, on the manufacture and sale of one product; or hte creation and development of a single service. Henry Ford made a wonderful car - the Model A- but that's all he made. General Motors decided that many people would liek something different and were willing to pay for it. Fortunately, for Ford, he caught on quickly, but Ford almost went out of business with the thinking that one model fit everyone.

Aging Workforce/Decaying Culture
Young people are not entering the trades, leaving many jobs such as tool and die positions filled with "old hands" who will soon be retiring. Technology may be able to replace these workers, but that decision has to be made and implemented. No one wants a business that will ahve idle machines with no one trained to operate them.

There are many other areas that could be considered company weaknesses. If there is a Board of Directors or an Advisory Board, perhaps they can help the one-man band create a succession plan and, just as importantly, a successor. Certainly, the time to do all of this is before the decision to sell is made. Whether current ownership plans on staying the course, or eventually selling the company, the good news is that resolving company weaknesses is a win-win situation.

Skeletons in the Closet-What an Acquirer May Really Be Looking For

The following is an excerpt from Privately Held Company Newsletter.



The due diligence process involves the acquirer's financial team, the legal team, and may also include other experts used to review additional areas of the target acquisition. Since this process includes a thorough examination of the details of the business, it is important that prospective sellers become aware of any "skeletons in the closet" due diligence may uncover. While some questions follow that may help identify the skeletons lurking within, a business intermediary professional is an excellent person to help a seller become aware of other potential issues and how to deal with them.



Management

• Is the owner/president/CEO constantly interrupted by telephone call, emails or other diversions that require immediate attention? These interruptions may indicate a business in crisis or a general failure of management to control the business.


• Do employees seem to take pride in what they do and also in their company? Are they happy?


• Does the business experience a lot of turnover in either management or at the general employee level?

Marketing

• Is the company experiencing loss of market share, especially when compared to competitors? Price increases may increase dollar sales, but the important measure is unit sales.


• Is the company introducing new or improved products or services? A firm's ability to do this is a critical part of the operation, affecting its success and potential for growth.


• Does the company participate in trade shows? Is the interest level high, or is the activity over at a competitor's booth?


• Does the company have an excellent Web site and is it technologically above the competition?

Finance

• Does the firm produce monthly financial statements? Are the annual financials produced on a timely basis?
• Does the company take advantage of trade discounts, or is it late on paying its bills? These practices could be a sign that the company has poor cash-management policies.
• Are the margins and benchmarks better than industry standards?
• Has the company used its entire credit lines and, if so, how (and why) have they been used? Is the firm on any kind of credit watch?

General Business

• Is the firm in a stagnant or even dying market, and can it shift gears quickly enough to make changes or enter new markets?
• Does the company have too many suppliers - or not enough? Is the inventory turnover better or worse than the competition or industry standars?

These are just a few of the business areas that an astute acquirer would investigate, but these areas may be outside the scope of the general due diligence procedures.

The due diligence on the financials and the legal aspects are obviously very important, but the answers to the above questions may ultimately determine whether the offered price is held firm or even if the sale is finalized.