Selling a Company in Turbulent Times

The following is from The Privately Held Company Newsletter.

Many owners of small to large businesses were recently side-swiped. Very few saw it coming, but turbulent times are here. Some of these owners put off selling their businesses or, for the time being, put off even thinking about it, much less beginning the process. Now, with the economy in the tank, is it too late to sell or to put the business on the market?

Some business owners will decide to sell despite the times due to illness, personal issues, or because they have already put off retirement. All is not lost! It may not be the best time to sell, but those who elect to go to market may be pleasantly surprised. There are still some compelling reasons why now may be a good time to sell one's business.

First, if many business owners put off selling their businesses due to the current economy, there will be a shortage of companies for sale. And, while the old adage that there is always a market for good companies may be trite, it is also true. If there are fewer companies for sale, then pricing shouldn't be hampered too much. If an acquirer is in the market, they will have to pay what the market will bear. Supply and demand will work for sellers.

Second, the jury is still out on what will happen to the capital gains tax. It is the lowest in many years. There are those who say that it will be raised to pre-Bush times and others who say that there won't be any new taxes for quite a while. Why take chances? What we do know is that the capital gains tax is low now, which could make it a good time to sell. After all, it is the after-tax proceeds that really count.

The newspapers, the Internet, and the television are full of bad news about the economy: car dealers are folding, big box stores are filing for bankruptcy and the stock market is in the doldrums. There is always a demand for good businesses and there are still buyers who want to buy. So, if you are serious about selling, why not call a business intermediary professional to find out what is really happening in the marketplace?

Preparing the Business For Sale

The following is an excerpt form our Privately Held Company Newsletter:

For sellers to receive top dollar for their businesses, planning is critical! It is not something to put off just prior to the decision to sell. Following are some factors to consider, both long-term and short-term.

Long-Term Considerations
Ideally, the seller will start planning a full year in advance of a sale, because numerous elements will take considerable time and expense to execute. Most small private companies, for example, have their financial documents "reviewed" or "compiled" but rarely audited. Auditing statements involves conducting an actual physical inventory, with each accounts receivable and all other financial details verified in the process. While audited statements are mandatory for public companies, many private companies opt not to pay the extra cost of auditing, which can range from $10,000 to $40,000. However, an audited statement, which is a verification of the reported numbers in the financials, may result in a higher offer by the buyer.

Other items to address in preparation for selling a company include cleaning up the balance sheet of old debts and writing off uncollectable accounts receivable and old inventory. This ensures that the buyer is not deterred by a less than pristine fianncial statement.

Settle outstanding lawsuits and engage top management in non-competitive and stay agreements.

Further, make sure the plant is in excellent physical shape; spruce it up if need be. If the facility does not show well, it will very quickly turn off buyers.

Short-Term Considerations
In addition to the long-term issues discussed above, certain elements need to be considered in the short term. Prior to going to market with the sale of a company, sellers need to allocate about two to four months for organizational purposes. A critical element in organizing a business sale is to assemble a team of advisors, including a mergers and acquisition (M&A) intermediary. This representative will partner with the seller during the entire selling process and will probably be in contact with the seller almost daily for the next six to twelve months. The Intermediary will also orchestrate the process and asct as "quarterback" for the team of advisors. A transaction attorney, an accountant, and most likely a tax attorney who will be knowledgeable about the company's personal affairs should also be by the seller's side.

Next, it is advisable to have a valuation of the business that not only determines the "anchor" price but also supports the seller's reasoning in the negotiating process. Along with the business appraisal, sellers should consider obtaining a machinery/equipment appraisal and a real estate appraisal. The buyer will need theses separate appraisals to know what will be required in order to finance some of the hard assets.

Finally, the preparation of the selling memorandum by the intermediary is the major selling tool in the entire process. This document describes in detail the industry, the company, the financials, and investment considerations.

Along with this document, a seller should have a "war room" of various documents pertaining to the business: lease agreements, bank agreements, a sales representative agreement, and corporate minutes. The war room would be the single place where all of the necessary secured files are kept. Theses file contain all the pertinent facts of the company, which buyers will want to review as part of their due diligence process.

There is an old saying that the right time to prepare to sell your company is the day you start the company or purchase it.

The M&A Counsel: It's A Great Time To Sell A Business....

It's A Great Time To Sell A Business...If You Can Find The Best Buyer And The Buyer Can Get The Deal Financed.
Thomas K. Warburton
Warburton Capital Management

The Following is an excerpt from the Bluestem Resources Affiliated Group, LLC

Supply and Demand-The basic forces of economic nature. Many of us studied these concepts decades ago in entry-level economics courses at universities where we were distracted by the opposite sex and intoxicated by the freddoms afforded while pursuing a college degree. We may have considered that we woul done day own a business, but did we ever consider that we would sell a business.

Well, now its 2009. Many of us captured the spouse of our dreams and have parented college student sof our own. Over the years, we built a business thorugh hard work, determination and unadultersted stubbornness. Now we are getting in touch with our own mortality. We realize that somebody else is going to own our business someday and we intend to exercise maximum control over that transaction.

Let's revisit our college days and the lessons of our Economics Professors. Specifically, How Supply And Demand Impact Selling A Business From The Buyer's Perspective.

The Supply/Demand relationship between business Sellers/Buyers has remained constant through the ages. Business owners "Supply" enterprises that generate "Free Cash Flow" and business buyers "Demand" that "Free Cash Flow" at prices (multiples) that make sense. Prices (multiples) expand and contract for a variety of reasons beyond the scope of this article, however, I would like to focus on one phenomena that impacts a Buyer's decision of "how much to pay" = Access To Capital.

Business Buyers require Access To Capital because they generally utilize Borrowed Funds to finance a transaction. When access to capital is plentiful...buyers willingly pay more to acquire Free Cash Flow Because The Can. Likewise, when access to capital is low buyers pay less because they can't fiannce transactions.

At the risk of being obvious, "The Current Credit Market Is Having A Huge Impact On All Things Economic". Loans are viewed as "edgy" today that were "a laydown" only 12-18 months ago.

The grid below presents the universe of possibilities for Bankers (Supplying Capital) and Business Buyers (Demanding Capital):


The Merger & Acquisition Industry (which matches Willing Buyers with Willing Sellers at Reasonable Prices) is confronted with a Credit Market bogged down in box "C". This makes transactions difficult.

THE BANKERS PERSPECTIVE - I have many friends who are Commercial Lenders with prominent local, regional and national Banks. The temperature of these Lenders is consistent and characterized by comments like " we are not making many loans today", "our credit committee is reluctant to loan money" and the tour de force of negativity "we can't even get a good loan through a committee".

THE BUSINESS BUYER'S PERSPECTIVE - Business Buyers are enjoying an overwhelming supply of opportunities to consider. Aging Baby Boomers have spent the last 30-40 years of their lives building businesses that they now want to sell to finance their retirements. There are more privately owned businesses for sale today than there have ever been and the credit markets are frustrating Business Buyer's efforts to fiannce transactions.

So, the logical question is, "How Can I, The Business Owner, Hoping To Sell My Business At An Attractive Price, Get A Deal Done?" I have only one suggestion = Engage An Experienced And Professional Merger And Acquisition Firm.

A Professional Merger and Acquisition Firm will perform many valuable service:

• They will tell you "if your business is ready to sell". Taking your company to market with shoddy financials or poorly capitalized is an invitation to frustration for a seller.


• They will tell you "what your business is really worth". Forget about the emotions and all the years you've invested. Your business is worth "a number".


• They will "approach and pre-screen prospective buyers". Finding a willing buyer is useful only if that buyer can close the deal. Recently a buddy of mine invested 9 months of his life attempting to sell his business only to have the deal blow-up at the closing table because the buyer couldn't get financing and wanted him to "carry back" a substantial portion of the purchase price subordinated to senior debt.


• The will "negotiate deal terms". The price you will get for your business is important, but the negotiation of the employment agreement, the representations/warranties and other terms could come back to haunt the seller if not handled appropriately.


• The will "get the deal to the closing table". The complexity of events and emotions that occur between "the offer" and "the closing" will inspire frustration and rage that require more than a little of the objectivity provided by A Professional Advisor.

In closing, supply and demand will affect your ability to sell your business. If you want to sell your business today there is some good news and some bad news. The bad news = Supply Of Capital. Credit Markets are making it tough to get deals done. The good news = Demand For Businesses. There are an enormous number of qualified buyers anxious to buy good businesses if you get to them...and they can get the deal financed.

Economic Impact on Business Brokerage

The following article was published by Business Brokerage Press.

A recent survey (September 2008) conducted by businessforsale.com - a leading international listing site - revealed the following about the current economic situation and its impact on business brokerage.
Seller financing is not the only issue to have come out of the economic slowdown. Brokers reported the following common issues:

• Sales are harder to complete when there is no real estate attached to the business.
• There are more corporate buyers investing in smaller businesses.
• Buyers are using lack of financing as an excuse to make lower offers.
• There is a lot more caution in the marketplace.
• Sellers have nowhere to re-invest the money from a sale.
• It's generally harder to find financing, particularly to get an SBA loan. Application processes are longer and credit is tightened.
• Smaller deals are not completing.

Overall Market Activity

Businesses are still being sold; however, 50% of brokers beliwve the process is taking longer than it did last year. On average it takes 12 months for a buyer to be found and a deal to complete - 3 months longer than this time last year. 12.7% of brokers believe there has been no change in the length of the business sales cycle.

Comment:In addition, at the recent International Business Brokers Association conference, we heard quite a few stories of deals that fell apart primarily due to financing. The loans couldn't be obtained, the business didn't pass muster with the bank, or the bank just plain wouldn't even consider the loan. Most of these were SBA loans. On the flip side, quite a few attendees said they were making deals, especially on smaller businesses.

Some of the common issues listed above are fairly obvious, but others deserve some discussion. We suspect that the deals with real estate involved are easier to get financed than those without it. Real estate always has intrinsic value, so banks and SBA (7a) loans are much easier to obtain with real estate included as security.

We also think that corporate buyers (by this we mean buyers who worked in the corporate world who we assume have been let go) are looking at smaller or less expensive businesses because they can't get home equity loans or they can't get them for nearly as much as they had hoped. This is then coupled with the lack of available financing mentioned previously.

We find it interesting that buyers are making lower offers using the lack of financing as an excuse. We would have thought that the opposite would happen. Sellers generally look for a higher price if they are financing the sale. Outside financing usually results in an all-cash sale or pretty close to it. Cash generally commands a lower price than one that is seller financed. As an aside, we feel that the current economic situation will create a lot of first-time buyers due to the layoffs and downsizing being done by corporate America.

Today's buyer is probably a lot more cautious due to the current economic times. Money is tight and there is a lack of available financing, forcing buyers to use their own capital or what they can borrow on their home equity. Since the majority of them are first-timers, they are cautious - and scared. Business brokers have to take this into consideration when working with them.

Now, more than ever, there is no such thing as too much information. Not only as much financial data as possible is necessary, but seller training, operations manuals, key employees who will stay, and seller financing are critical. Remember, seller financing is also a big confidence builder. Buyers feel that if the seller is financing the sale, he or she must be confident that the business can afford the payments, but also provide a livelihood for a buyer. It's alos importnant the landlord is agreeable to the sale; that a franchisor is reasonable about transferring the franchise to a new buyer, etc. In other words, the preparation is all important. A snag, such as an uncooperative seller, landlord, or note holder, can scare off a first-time buyer who is already petrified about depending on a small business to support his or her family.

It is also very important that we brokers well the small business lifestyle; the fact that an owner can't be fired, there is always cash flow, and that most businesses have a great upside with new management. Numbers are important, but lifestyle and owning your own business are key selling points today!

Smaller deals are probably not closing because the buyer is afraid to make the leap of faith necessary to become a small business owner. In today's environment, business brokers must spend time with a buyer and delve into whether he or she has what it takes to make that leap of faith. Sellers also have to be educated on how serious they are about selling. Many sellers back out of a sale when it dawns on them that they now not only won't have anything to do, but they won't have an income - unless they are providing seller financing. There is a very old and trite adage: A successful sale of a business requires a willing seller and a willing buyer. That is more necessary today than ever.

Buyers Aplenty for Businesses on the Market

The following is from The Keene Sentinel
By Anika Clark
Sentinel Staff
Published:
Saturday, November 22, 2008

The national news is filled with stories about businessess - and the people who man them - drowning in a choppy economy.

With all this activity, business brokerage firms report they're comfortably above water. But some say the strength of their sector isn't the result of more people wanting to jump from the self-employment-ship so much as a swell of people looking to climb aboard.

"This has been actually one of our best years." said Brattleboro-based Philip H. Steckler 3rd, vice president of the New England firm Country Business Inc. "Every good business, viable business, that I've had out of here, we've sold."

Richard H. Thackston 3rd, president of Keene-based Century 21 Thackston & Co., echoed him.
"Business brokerage has been pretty good...in the last six months," Thackston said. "Sometimes when people see that their middle management job, or whatever, is likely to go away, they typically start thinking about what else they can do."

"Where regular employment goes away." he added, "people look for other, more creative , ways to earn a living."

Pamela J. Lynch, vice-president of Leonard Lee & Co. - an Amherst commercial real estate and business brokerage company that covers Southern New Hampshire - similarly described how that sector can be stimulated by a floundering economy.

"I think it's driving business more," she said. " There's more buyers looking to buy businesses."
Basically, she said, many people are looking to "buy themselves a job."
And with recent announcements of massive upcoming layoffs at firms such as Fidelity Investments, which employs New Hampshire workers at its Merrimack location, she said this trend's going to continue.

"A lot of those people are going to be thinking about buying a business and we've already been contacted by some," she said, referring generally to people emerging from corporate layoffs.
Also starting to notice an uptick in people interested in business ownership is Gary W. Oden, who works with prospective and veteran business owners alike as regional manager for the Keene branch of the N.H. Small Business Development Center.

Oden's encountered newbie business owners entering everything from the baking to pet grooming fields, and he said he had one client who saw entrepeneurial opportunity in converting trucks into hybrids.

Still, he said, he generally sees a rise in people looking to be the masters of their own business destinies between summer and fall - in part, he explained, because of psychological tendency to view September as a "new beginning" - and said this season's uptick doesn't seem too much greater than any other autumn.

"We're seeing a bit of an increase in activity, but I can't attribute it necessarily to the economy," he said. "I would have thought that if it was really the economy, you would have seen a tripling of the calls to come in, and we're certainly not seeing that."

Regardless, Keene residential and commercial real estate broker Moe Mozier of Re/Max Town & Country, said his work as a business broker has been "fairly active" even as residential real estate has "slowed considerably."

"Most of everything I've done in the last two or three months has been commercial," said Mozier, who said he's already seen the bad economy act as a catalyst for new business ownership and expects this to continue.

Specifically, Mozier predicted career-changers will be drawn to his bread-and-butter sector- the notoriously risky realm of restaurants- because of a lifelong dream or the assumption that owning an eatery doesn't require the same level of education as being a plumber, electrician, lawyer or doctor.

Everyone tends to think they can run a restaurant, he explained, and new owners often hire staff who know more about the field than they do.

The result?

"The tail wags the dog," he said, "and they're out of business."
But when novice restauranteurs are out of business, Mozier's in, since he works on behalf of both buyers and sellers. While Mozier said it's too early to notice any trend in his own business, he said that given the challenges facing restaurants in today's economy, "There's no question, there's downturn....There'll be more on the market."

Lynch, of Leonard Lee & Co. specializes in selling smaller "mom and pop" businesses ranging from hair salons to convenience stores. She also sells the assets of closed companies, including restaurants, where the assets can represent greater value.

"There's always restaurants that fail and close down for one reason or another," she said. "I can't say that there's an increase in them," she said.

But the future, she predicted, will be a different story.

"I think we'll see more restaurants probably coming on the market as assets," she said. "When the economy was hot here...some things were overdone. There were probably too many restaurants- too many pizza places- that were opened in certain areas. There's just too much competition."

Meanwhile, she said, businesses that are staying afloat are opening additional locations.
With commercial real estate prices coming down in recent years, she explained, "It is a good time for them to expand because they can get into a different market at a lower cost."

Donald F. Giancola, executive vice-president of Country Business Inc. - which provides business brokering through its Portland office to Maine, the New Hampshire Seacoast and Route 93 corridor- said he's seeing more acquisitions of smaller companies.

Giancola, who said his office's usual load of 15 completed transactions annually has remained stable, cited the economy as one possible reason he's seeing this trend.

"If a company's having a difficult time growing because it's in a market area that has not done well, then it's easire to grow through acquisition," he said. "They can either expand geographically, or they're expanding through a product line extension."

Like Giancola, Steckler said his rate of completed transactions has stayed steady during the trying economic times.But, he said, he's having to work harder to find for-sale businesses that meet his company's success standards to take on as clients.

"What concerns us as a company," he said, "is if we're not seeing any product for sale, or very little product for sale, what happens next year?"

Still, Steckler was one of several brokers who said their sector is afforded stability since some of the key factors that lead people sell their businesses- such as boredom, burnout, divorce, retirement- remain fairly constant through financial highs and lows.

"Frankly, I think that you're going to have an opportunity over the next few years for buyers and sellers simply because so many business owners are baby boomers," according to Steckler.
"There are a lot of businesses out there. This economy may weed some of those out...but the criteria that makes people want to sell is still there," he said. "You're not going to live forever, and you're not going to own your business forever."

Should You Be Selling Your Company...Now?

The following is an excerpt from our Privately Held Company Newsletter.

It all depends! There are all sorts of studies, surveys and the like suggesting that with the "baby-boomers" reaching retirement age, the market will be flooded with businesses for sale. The consensus is that with these privately-held company owners nearing retirement age, the time to sell is now. In one survey, 57 percent of business owners said that their age was the motivating factor for exiting their business. In another one, 75 percent of owners with revenues between $1 million and $150 million stated that they looked to sell within the next three years. Reading all of this information, one gets the feeling that over the next few years almost every privately-held business will be on the market.

While there are always going to be those who feel that Armageddon is coming, or that all of these companies are going to be on the market on the day that baby-boomer owners hit 65, there are some compelling reasons to sell your business now - and some reasons that may compel you to hold off. First, we'll address the reasons to sell now. Under the Bush administration , the capital gains tax rate was reduced from 29 percent to 15 percent - almost cut in half. That is a pretty significant reduction. However, there is the distinct possibility that a new administration in 2009 will see fit to change this, and an increase is a real possibility. The tax issue is an important reason to consider packing it in now. Another good reason is that it just may be time to "smell the roses," as they say. After running the business for so many years, "burn-out" is a very valid reason for selling. Many business owners may have, without actually realizing it, let their business slide a bit. You lose a customer or client here and there and don't make the effort to replace them. Or, you don't make the effort to check back with the supplier who has promised to give you a better price on an important product or service. It's too easy to stick with the one you have been dealing with for years, even though you know the price is probably too high.

On the flip side, it is also easy to convince yourself that the business is down a bit this year, mostly due to the current economy, likely reducing the value of the company. Maybe waiting until things pick up a bit and values increase would be agood idea. Too many business owners feel this way, but unfortunately no one can predict the future. New competitors may enter your market. Foreign competition may move in. You may not have the energy or that "fire-in-the belly" you once had, so the business may slide even further.

You could also point your finger to the tightening of credit and ask, "How is a buyer going to finance the business?" Despite very low interest rates, borrowing money has become more difficult. People seem to be pulling back a bit, so maybe no one will want to buy the business. Thirty-five percent of business owners, in another survey, said they were going to hold off selling because they felt their business would continue to grow and therefore, hopefully, also increase in value.

There is an old saying that the time to plan your exit strategy is the day you start running your business. Business owners can't outgrow interest rates, capital gains or aging. The time to sell is when you are ready to sell. There is truly no right time, but understanding the tax implications now should play a very important role in the decision if you are considering a sale in the next two or three years. The mere fact that you have read this far may be a sign that now is the time to sell. To learn more about current market trends, what your business might sell for, and what your next step might be, contact us.

Improving Your Prospects for Selling

According to a Price Waterhouse Coopers survey of more than 300 privately held U.S. businesses that have 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 profitablilty by cutting costs
• Restructuring debt
• Limiting owners' compensation
• Fully funding the company pension plan
• Seeking the advice of a consultant or intermediary
• Improving the management team
• Upgrading computer systems/process