ADG header
In This Issue
Small Business Market Still Faces Hurdles
A Transaction Worksheet
Some Mistakes Sellers Make
PE Deal Activity Warms Up
Free Webinar
Austin Dale Group
 
512-327-0427 
 
Visit us online.


Follow us:
Find us on Facebook    Follow us on Twitter    View our profile on LinkedIn

Small Business Market Still Faces Hurdles

According to a recent survey of business brokers conducted by BizBuySell.com, the largest marketplace for buying or selling a small business, most agree that the small business market continues to face major hurdles in today's economy.  Here are some of the results:

·        75% say that small business owners do not know how government initiatives, namely the Small Business Jobs Act (SBJA), can benefit them.

·        57% don't think the SBJA has succeeded in supporting Main Street, or given small business owners tax breaks or better access to credit.

·        Despite a depressed market, certain types of businesses are increasingly popular among buyers:

o   46% said that mainstream service businesses (with steady cash flow) are popular in today's economy

o   25% reported that manufacturing businesses are increasingly popular to buy (except for construction-related manufacturing)

o   Restaurants and retail businesses are the least popular businesses to buy in this market

·        According to the survey, lack of available financing continues to be the most common factor preventing business transactions from closing, with seller unwillingness to lower their asking price as a secondary issue. Several brokers also noted that buyer confidence seems to be an increasingly large hurdle in closing transactions.

·        62% predict that business-sale transactions won't return to pre-recessionary levels for at least another 18 months.

It takes time for business owners and would-be owners to regain confidence in the economy.  But surely there is pent-up demand from both buyers and sellers.  We're here to help owners who are considering selling their company or optimizing it in anticipation of a future merger or acquisition.  We welcome your inquiries and referrals.

rjd and jwa signatures

 

John W. Austin and Bob Dale
512-327-0427

 

A Transaction Worksheet

Following is a checklist that can be used in evaluating whether a company is a viable candidate for acquisition or merger.

 

1.  The Business

  • Value Drivers
  • Size
  • Growth rate
  • Management
  • Niche
  • History
  • Poor exit possibilities
  • Small market
  • Potential technology changes 
  • Product or service that is very price sensitive
  • Value Detractors
  • Customer concentration
  • Poor financials
  • Outdated FF&E
  • Outdated machinery
  • Little in the way of assets
  • Lack of agreements with employees, suppliers, customers or clients
2.  Financial Analysis
  • Market value - comparables
  • Multiple of earnings - based on desired rate of return
  • Discounted cash flow - based on expected growth rate
3.  Set Structure and Terms - All cash (100%) at closing could reduce price substantially (20%)

 
4.  A Second Opinion - Even professionals need a sounding board

 
5.  Indicators of High Value
  • High sustainable cash flow
  • Expected growth rate
  • Good market share
  • Competitive  advantage - location, exclusive product line, etc.
  • Undervalued assets - land, machinery, equipment, technology
  • Healthy working capital
  • Low failure rate in industry
  • Modern well-kept plant
6.  Indicators of Low Value
  • Poor industry outlook
  • Foreign competition
  • Price cutting in industry
  • Regulations
  • High taxes
  • Cost of materials
  • Company liabilities
  • Distressed circumstances
  • History of problems - employees, customers, suppliers, litigation, etc.
  • Heavy debt load
     
Some Mistakes Sellers Make

Neglecting to run the business

- One cannot neglect the day-to-day operations of the business while trying to sell the company. This is especially likely to occur when an owner allows too many prospective acquirers to look at the business. This can be avoided by using the services of a professional intermediary.

 

Placing too high a price on the business

- Acquirers generally have a good idea of what a particular business is worth in the marketplace or they have advisors who do. The old adage that one can always lower the price but not raise it doesn't work in selling a business. A shopworn business is doubly difficult to sell.

 

Failing to remind acquirers of confidentiality

- The more prospective acquirers that visit a business, the more likely that confidentiality will be breached. This is another good reason to use a professional intermediary - a professional intermediary will qualify an acquirer prior to even revealing the name of the business.

 

Selling impulsively

- This probably needs little explanation. One of the biggest reasons deals fall apart is that the seller really wasn't ready to sell. Don't go to market unless you are really ready to sell.

 

Not anticipating the requests of acquirers

- Sellers should get all of the paperwork, information, etc., ready that they would like to see if they were buying the business. This should be done prior to taking the business to market.

 

Being a nitpicking negotiator

- Sellers who try to negotiate every little point, or try to win on every point, will force most acquirers to walk away from a deal. A good negotiation is a win-win for everyone. Pick your battles by being willing to give in areas that aren't really that important and stressing only the ones that are.

 

Not willing to stick around after the deal

- Many sellers don't want to stick around after the sale. But, many acquirers want the seller to stay after the sale as it reduces the new owner's risk and allows for an orderly transfer of management.

 

Inflexibility in the structure of the deal

- Most sellers start off wanting an all-cash deal. Very few end up that way. An inflexible seller trying to find an all-cash acquirer creates a major obstacle in selling a business.

 

Letting the deal drag

- Almost all successful business intermediaries and transaction attorneys will tell you that the longer a deal drags on, the more likely it is that it will never close. The longer it goes, the more likely it is that skeletons will come out of the closet on both sides.

 

Failing to conduct due diligence on the acquirer

- Many sellers neglect due diligence. And yet, that's exactly what the acquirer is doing on the seller and the company. Is the acquirer qualified not only financially, but operationally? Can he or she run the company?

 

Not using experienced advisors

- Using the family attorney who is also a close friend may be comfortable, but may not be a good choice. A good experienced transaction attorney is a most valuable asset. A professional transaction intermediary is also a wise investment. Surround yourself with the best you can - because the acquirer is probably going to do so.

 

Experienced deal-makers and advisors report that only about 50 percent of the deals that get to the Letter of Intent stage actually close. The reason is often one or more of the eleven points listed above - on the buy side or the sell side or both.

Private Equity Deal Activity Warms Up
Unlike the cold weather we've been experiencing lately, private equity activity warmed up in December. PE investors completed 125 deals, up from 103 in November. Companies in the B2B Products and Services industry accounted for 38.4% of deals, more than any other industry. That number represents a 10.2% increase, the biggest increase for any industry. By contrast, the B2C Products and Services industry fell by 5.6% to 21.6% of all deals in December. (Source:  Pitchbook Data, 12/30/10)
Free Webinar:  American Bar Association Deal Points Survey

 

This webinar will provide the attendee with an overview of the ABA Deal Points Survey and how it can be interpreted and used to benefit business owners and transaction professionals. Each study presents a statistical breakdown of how key M&A provisions are treated in a sample of publicly available contracts. This webinar is sponsored by M&A Source, an association of M&A professionals.  It is available to anyone who is interested in learning more about the ABA Deal Points Survey.

 

Title: M&A Source Presents: ABA Deal Points Survey
Date: Wednesday, January 26, 2011
Time: 11:00 AM - 12:00 PM CST

                                 

Reserve your Webinar seat now at: https://www1.gotomeeting.com/register/882946360

 

End of newsletter object