|
|
|
Welcome to the mid-November edition of our newsletter. According to BizBuySell.com, the Internet's largest marketplace for buying or selling a small business, the business-for-sale market grew by 1% in the third quarter of 2010. The bad news is that the market is still very depressed from three years ago, in which there were over 50% more transactions. The good news is that we have reached the bottom and are experiencing a very slow recovery. The main concern for business owners and intermediaries looking to sell continues to be the lack of available credit for small business acquisitions. Another factor cited by BizBuySell.com was sellers unwilling to lower their asking prices based on realistic (lower) valuations. According to their data and a recent article on wsj.com, valuations and the median sale prices of small businesses is down about 30% compared to the first half of 2008. We agree with 85% of business intermediaries that were asked by BizBuySell.com who do not expect transaction volumes (and selling prices) to return to pre-recession levels until at least 12 to 18 months from now. So this is an excellent time to create or update your exit plan and focus on optimizing your business now to significantly increase its value in the future.
Sincerely,

Bob Dale & John Austin
Austin Dale Group
Phone 512-327-0427
info@austindalegroup.com |
|
|

Register for our next free webinar (this Thursday)
Topic: "Drive to Business Success with a Financial Dashboard"
Audience: Owners & CEO's of IT and other technical service companies
Date: Thursday, November 18
Time: 10:00 - 10:45 AM Central Time

The first five participants to sign up from IT service companies are eligible to receive a free Corelytics™ Financial Dashboard. If you are selected to participate in this research project, sponsored by CompTIA, the association of IT professionals and companies, you'll receive: - a FREE business management and value driver assessment - a FREE 1-year subscription to the Corelytics™ Financial Dashboard - an $889 value - for participating in our performance optimization research project - research participants must be members of CompTIA and meet other eligibility requirements.
|
|
Valuation: Basic Factors
Valuing companies may be more of an art than a science, but there are three basic factors that acquirers look for when attempting to establish a price for a target company.
1. Quality of earnings - There should not be a long list of add-backs or one-time events, such as the sale of real estate, that do not reflect the true earning power of the company's operations. It is not unusual for companies to have some non-recurring expenses every year, whether a new roof on the plant, a hefty lawsuit, or a write-down of inventory. It is unrealistic to restructure a seller's earnings to include all of the add-backs during any given year as every business has some extraordinary expenses every year.
2. Sustainability of earnings after the acquisition - Two key questions acquirers often ask themselves: Is the company at the apex of its business cycle? And, will earnings continue to grow at the previous rate?
3. Verification of information - A major concern of an acquirer is whether the information provided is accurate, timely and relatively unbiased. Has the target company allowed for possible product returns or for uncollectable receivables? Is the seller above-board or are there some skeletons in the closet?
The multiple of corporate earnings can vary with certain aspects of the business, including company history, the industry, market, management, the company's potential, proprietary products, niche, growth rate and size.
The multiple of earnings also depends on the acquirer's desired rate of return. For example, a five multiple represents a 20 percent return on investment, while a four multiple represents a 25 percent return on investment; the higher the perceived risk, the higher the desired return on investment.
Surveys have indicated that the larger the company, the larger the multiple of EBIT (Earnings Before Interest and Taxes). |
|
Considering Selling? How Important is the Cultural Fit?
If sellers sell their business for all cash, or almost all cash, they may not really care what happens to the company they have sold. If they sell to a much larger company, they may not have any say in what happens. The old saying applies: "It's much easier to swallow a guppy." The smaller company just gets absorbed by the larger one.
However, if a seller merges or sells his company and receives stock or is continuing to run the company, how the companies fit together is very important to the success of the integration of the companies. One way to determine whether the cultures of the two companies are compatible or not is to spend time with the potential acquirers. For example, here are some questions and considerations:
- How do you go about making important decisions? Are they made by presidential edict, consensus of senior management, or consulting a few employees?
- How do you compensate employees? Is compensation done arbitrarily, by defined salary, or salary and bonus combined?
- What is the nature of the business? Would you say it is entrepreneurial or hierarchal, team or individually oriented, customer or policy driven?
- What is your product return policy? Is your policy more lenient or strict?
The cultural fit is critical to the success of the sale or merger. Too many times, the rush to get the deal closed ignores whether the two companies are a good fit or not. |
|
Questions that Potential Acquirers Consider
-
What's for sale? What's not for sale? Does it include real estate? Are pieces of equipment or machines leased or owned? -
What assets are not earning money? Perhaps they should be sold off. -
What is proprietary? Are formulas, patents, software, copyrights, trademarks, etc? -
What is the competitive advantage? Is there one? Is the company in a particular niche? Does it have superior marketing, or more efficient manufacturing? -
What is the barrier of entry, if any? Is it capital, low labor, relationships, etc? -
Are there employment agreements or non-competes with key management? Has management failed to secure these agreements? -
How could the business be grown? Or, perhaps it can't. -
How much working capital is necessary to run the business? -
What is the depth of management? How dependent is the business on the owner or the key manager? -
How is the financial reporting handled and recorded, and how does management adjust the business accordingly?
|
|
How Long Does it Take?
Experienced intermediaries know that it takes at least six months from the time a company owner actually decides to sell and a successful closing.
Here is a sample breakdown of how the timeframe is broken down.
- Gather information, prepare offering materials and identify prospective acquirers. (6 to 8 weeks)
- Circulate preliminary information to strategic and financial prospects, make follow-up calls, obtain preliminary interest or bids. (4 to 6 weeks)
- Management meetings with selected bidders or offers, obtain final bids or offers, and negotiate letter of intent (LOI). (4 weeks)
- Complete due diligence and negotiation of legal documentation. (10 to 12 weeks)
Besides the price and terms, the Purchase and Sale agreement will deal with all or many of the following:
- Escrow: The buyer will want to place 5 to 10% of the purchase price into an escrow account for 6 to 12 months in case of undisclosed liabilities.
- Basket: A deduction of certain negotiated amounts from the escrow.
- Indemnification: The seller negotiates the amount for the acquirer's representation & warranties.
- Exclusivity: The acquirer wants a long "no shop" clause; the seller wants the opposite.
- Due Diligence: Buyers will want to talk with employees and customers and the sellers will resist.
- Adjustments: There will usually be post-closing price adjustments depending on the final accounting.
|
|
What Are the Real Reasons People Sell Their Businesses?
- The batteries run low - This is considered the major reason for selling a company. Boredom or burn-out from the day-to-day drudgery frequently afflicts business owners.
- There is no heir apparent - Either an owner doesn't cultivate a family member to take over the business or mentor someone within to take over management of the company.
- Insufficient capital - Often a company exists in spite of itself. The owner may take out all the profits and fail to invest capital back into the business, affecting future cash flow.
- Divorce or illness in the family - A sudden change in the owner's life-family issues or illness can trigger a sale.
- Liquidity is running low - Many company owners have all of their assets tied up in their business.
- Competitive pressure is building - Competitive pressure can be so great that standing still is not an option.
- Adversity is too hard to overcome - Many smaller companies are vulnerable. Limited customer concentration, dependence on one supplier, or lease issues can all create adversity.
- Outside investors - Some or all may want their investment returned in cash or their stock sold, etc.
- An unsolicited offer is received - An offer that is too good to pass up.
One of the first questions a potential acquirer asks is, "Why is the business for sale?" Other than the last reason - an unsolicited offer is received - the other reasons we've listed are primarily event-driven. In other words, there is a very real reason for putting the business up for sale. Business owners don't normally just wake up one morning and decide to sell their business on a whim.
Sellers should not rush into selling. Many sales crater because the owner suddenly realizes that he or she doesn't really want to sell. Sellers sometimes feel that they have to make up a reason for fear that retirement or burn-out sounds like a "cop-out." Buyers want an honest reason and there is nothing wrong with retiring or admitting that the batteries are running low. |
|
|
|
|