Will appear on Seller pages – RECENT SELLER ARTICLES

Opportunity Zones: a Compelling Tax-Advantaged Investment for Business Sellers

/in , /by Bob Altieri

Cashing in on the sale of your business is the final reward for many years of dedication and hard work. Then your CPA tells you how much you will owe in taxes. It’s a shock, but there’s a relatively new reinvestment opportunity that may help trim your tax bill …

In April 2018, The U.S. Department of the Treasury and the Internal Revenue Service (IRS) designated Opportunity Zones in 18 States. The Tax Cuts and Jobs Act created Opportunity Zones to spur investment in distressed communities throughout the country. New investments in Opportunity Zones can receive preferential tax treatment.

Under the Tax Cuts and Jobs Act, States, D.C., and U.S. possessions nominate low-income communities to be designated as Qualified Opportunity Zones, which are eligible for the tax benefit. Attracting needed private investment into these low-income communities will lead to their economic revitalization, and ensure economic growth is experienced throughout the nation,” said Secretary Steven T. Mnuchin. “The Administration will continue working with States and the private sector to encourage investment and development in Opportunity Zones and other economically disadvantaged areas and boost economic growth and job creation.”

Qualified Opportunity Zones retain this designation for 10 years. Investors can defer tax on any prior gains until no later than December 31, 2026, so long as the gain is reinvested in a Qualified Opportunity Fund, an investment vehicle organized to make investments in Qualified Opportunity Zones. In addition, if the investor holds the investment in the Opportunity Fund for at least ten years, the investor would be eligible for an increase in its basis equal to the fair market value of the investment on the date that it is sold.

How Opportunity Zone Funds work

An investor who has triggered a capital gain by selling a business or real estate, can receive special tax benefits if they roll that gain into an Opportunity Fund within 180-days. Advantages are:

  • The payment of capital gains is deferred until December 31, 2026
  • It reduces the tax owed by up to 15% after 7-years
  • There is zero tax on gains earned from the Opportunity Zone Fund

If you’re planning to realize a sizeable capital gain or recently sold an asset where there is a capital gain (within the 180-day filing window), Opportunity Funds may help to keep more in your bank account and less in the federal treasury. It’s worth a look. Consult with your CPA or financial advisor.

Bob Altieri is a senior M&A advisor and business valuation expert with Exit Strategies Group. He can be reached at boba@exitstrategiesgroup.com.

California’s AB5 Law May Impact Small Business Values

/in , , /by Adam Wiskind

Adam Wiskind, CBIAssembly Bill 5 (AB5), signed into law last month by governor Gavin Newsom, will impact the valuation of many small businesses in California that have grown to depend on independent contractors.  For impacted owners intending to sell in the near term, this new law may require a change of plan.

The new law, which goes into effect on January 1, 2020, creates an explicit three-part test for whether a worker can be classified as an independent contractor.  A worker can only be considered an independent contractor if:

  • (A) the worker is free from the control and direction of the hiring entity in connection with the performance of the work, both under the contract for the performance of the work and in fact; and
  • (B) the worker performs work that is outside the usual course of the hiring entity’s business; and
  • (C) the worker is customarily engaged in an independently established trade, occupation, or business of the same nature as the work performed.

AB5 exempts many occupations including doctors, dentists, lawyers, engineers, architects, accountants, real estate agents, travel agents, graphic designers, human resources administrators, grant writers, marketers, fine artists, investment advisors, broker-dealers and salespeople provided their pay is based on actual sales, rather than wholesale purchases or referrals. However, many small businesses in California that regularly employ independent contractors for work that is within the usual course of their business are not exempt.  For these businesses reclassifying workers could add as much as 30% to labor costs.  Labor intensive service businesses will be most impacted. Court reporting, janitorial and delivery services are typical examples.

Valuation Impact

Non-exempt California businesses that have to reclassify independent contractors to employees will likely see a contraction in enterprise value as buyers (and banks and appraisers) apply the expected increase in labor cost to proforma financials and guess at how much of the increased cost can be passed along to consumers. As businesses in a particular non-exempt industry convert from independent contractors to employees, the competitive playing field will be re-balanced.  Some who choose not to comply will go out of business. Those who already comply could see an increase in business, and value.

Owner Options

Business owners are considering their options to respond to the new law and its impact on valuation, including:

  1. Mount legal or policy challenges – The major gig-economy platform companies will challenge the law and small businesses may follow suit.
  2. Relocate work outside California – Can work currently being done by local independent contractors be transferred to contractors outside of California?
  3. Ignore the law – Some owners will no doubt continue with business as usual in the hopes that they don’t face a legal challenge.
  4. Reclassify workers and absorb the additional costs – The new law will raise costs for those who reclassify workers, and likely for the consumers of their products and services. There is a lot to consider here.  Which workers should be reclassified?  How will worker roles change? What are the cost implications?  How will these changes impact supervision, accounting, compliance and insurance requirements? Will the change result in a more committed and productive work force?

Regardless of how they respond, business owners who have spent years building their businesses under an independent contractor model and are impacted by AB5 are at crossroad. Hopefully this article raises awareness of the issues and helps some owners evaluate their options. If you are one of these owners, be sure to get professional legal and HR counsel.

Adam Wiskind is an M&A advisor at Exit Strategies Group and is a Certified Business Intermediary based in Sonoma County California.  If you are interested in better understanding this topic or in selling a $1-50 million revenue California business, contact Adam at awiskind@exitstrategiesgroup.com.

Why business transactions don’t close: Signs of a flaky Buyer/Seller

/in /by Exit Strategies

Selling or buying a business is time consuming, emotional and stressful, and having a deal fall through can be demoralizing. But the reality is that only a fraction of potential business acquisitions actually close. Many deals never really get off the ground. Even deals that make it to the letter of intent (LOI) phase often don’t close. When it comes to selling or buying, you really need to find out if the other party is serious and likely to perform. But, how do you know? It’s not as if it’s written on their foreheads.

Fortunately, there are tell-tale signs that you may be dealing with a person who is impractical, flighty, unreliable, inconsistent, indecisive, deceitful or will flake out before closing day. If you’re worried that you might be dealing with a flaky buyer or seller, look for these signs.

1. The buyer or seller is untrustworthy.

Before buying or selling, learn to do research on the buyer or the seller. It is still your asset before they buy it, and it will be your asset when you buy it from them, so it is best that you do some checking on the character of the individual, company or private equity group you are dealing with. Look up past deals they have done and check references.

2. The buyer seems to have financial problems.

When a buyer is financially weak, there’s a strong chance that buyer won’t make it to closing. Buyers should show proof of funds for a down payment in order to make an offer on a potential purchase, and in some cases get prequalified for a loan. Try to avoid entering into an exclusive LOI without proof of funds. If a buyer won’t agree to provide proof of funds early on, or stalls for any reason, simply walk away.

3. The buyer or seller is slow to act.

When a seller or buyer drags his feet in providing disclosures or other diligence it could mean lack of interest or something to hide. If they are serious about buying or selling, rest assured they’ll be quick to act and respond with clear and accurate information or a thoughtful reply. If you’re hearing a lot of “I don’t know,” “maybe,” or “I’ll let you know,” they are not ready for a transaction. Or if you message them “can you meet me at XYZ at 5:30 pm?” And they reply with “I gotta see”, or “I work today”, and they don’t reply with a follow up time and place they can meet you, chalk this one up to the birds. They’re not serious about doing the deal.

4. Lack of transparency.

If a buyer or seller seems to be less forthcoming, it doesn’t mean the deal will fall through, but it isn’t a good sign. If there’s anything less than full transparency, there’s generally a reason. A lack of transparency has a lot of gray areas, it could mean that they can’t really provide all the information that you have asked for and are just trying to buy time till they can get it. Nonetheless, a lack of transparency is a sure sign of a flake buyer or seller.

5. The seller, buyer or agent becomes less responsive.

One of the biggest signs a sale is going to fall through is if there’s a noticeable change in the communication from a once cooperative party. We all live busy lives and are can’t always check our texts and phones every hour, BUT, when it comes to doing business deals, time is often a deal killer. So, when a buyer or seller takes days to reply to simple requests, you are probably wasting your time. Still, don’t assume that the seller or buyer is no longer interested. A text or email message can be missed or misinterpreted, and calling or meeting with the other party is imperative. Nonetheless, avoid anyone that is taking longer than necessary to reply.

6. Low enthusiasm for the deal.

Enthusiasm is a sign that they want the transaction to close. If you sense that the other party is just going through the motions and isn’t all that excited to be selling his or her business or jazzed about buying, it’s a warning sign. There’s a fair chance that your deal will fall apart. Perhaps the prospective buyer has found a different business that they are excited about. Whatever the reason, you’ll definitely want to address it right away

Another sign that a purchase is going to fall apart is when one partner on the buy side loves the business, but their partner is more hesitant. When it’s a joint venture, all partners should be equally excited to sell or buy, it shouldn’t be one-sided.

In Summary

Flakes often flash clear warning signs through their lack of transparency, indecision, inaction and lack of preparation. But it is easy to miss or look past these warning signs if you haven’t been through this process numerous times. The surest way to avoid flaky buyers or sellers and increase your chances of a successful deal is to hire a business broker, M&A advisor, investment banker or transaction intermediary. These professionals spend a lot of time watching for these signs, and make appropriate recommendations and take appropriate actions when they occur.

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For more information on the use of earnings and cash flow measures used in business valuation, or to discuss a current business valuation need, contact Joe Orlando at jorlando@exitstrategiesgroup.com.

Exit Strategies Advises Olympus Controls on Sale to Applied

/in , , /by Al Statz

PORTLAND, OR (August 22, 2019) — Exit Strategies Group, Inc. is pleased to announce that Olympus Controls Corp. has been acquired by Applied Industrial Technologies.  We represented Olympus and its shareholders as their exclusive M&A advisor.

Established in 1998, Olympus Controls is a leading distributor of world-class machine automation products focused on assemblies and engineered solutions. Olympus specializes in motion control, robotics, machine vision, sensor and IIOT technologies, and is one of the largest and fastest-growing automation technology centers in the U.S., with 80 skilled employees serving 12 Western states from 5 office locations.

Clients look to Olympus Controls for advanced technologies as well as sophisticated application support, electromechanical assembly, custom system design and integration, and software development. Olympus automates machines in many industries including life sciences, pharmaceutical and biotech, semiconductor, electronics and display, food and beverage, warehousing and third-party logistics, cloud services (data centers), packaging, machining/forming/3D printing, aerospace and others.

Applied Industrial Technologies (NYSE: AIT) is a leading value-added distributor of power transmission products, engineered fluid power components and systems, flow control solutions and other industrial products, with revenue exceeding $3 billion. The acquisition of Olympus serves to establish an automation technology platform.

Scott Hendrickson, Olympus founder and CEO, noted “The synergy and strategic fit between Applied Industrial Technologies and Olympus Controls was way too strong to overlook. We can instantly leverage our shared client relationships and unique Engineered Solutions business models to make an immediate and impactful dent in the machine automation market. Our team has always had a high degree of respect for Applied’s dominance in the fluid power space and Olympus Controls brings an exciting opportunity for them to strengthen and expand their technology offering in motion control, machine vision, robotics and industrial networking.”

“Engaging Exit Strategies to help us navigate the sale process was a great decision. Al Statz and his team brought a wealth of M&A experience, and provided outstanding advice, service and value from start to finish.” Mr. Hendrickson added.

Exit Strategies is honored to have helped Olympus shareholders and management achieve this outcome. We congratulate both companies and look forward to seeing them innovate and grow in the years ahead.

We see interest in industrial automation and robotics acquisitions, recapitalizations and mergers remaining strong for some time as the industry grows and consolidates. Trends driving growth in automation include the need to improve productivity and quality in the face of scarce skilled labor and rising labor costs, increased use of electronics and internet connectivity in all types of products, continued miniaturization of electronics, rapidly-changing consumer tastes, new warehouse and data center applications, and recent advances in enabling technologies such as vision, 3D sensing and AI. Rising occupancy costs and regulatory requirements are also contributing factors. U.S. Companies have to invest more in automation in order to compete on the global stage, or they risk extinction.

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Exit Strategies is a California-based M&A advisor and business valuation firm serving lower middle market U.S. companies in several industries including automation and robotics distribution, system integration and manufacturing.  For further information about Exit Strategies’ services, contact Al Statz at 707-781-8580.  Terms of the Olympus-AIT deal will not be disclosed.

Profit from Intangible Assets in a Business Sale

/in , , /by Al Statz

The sale of a business includes intangible assets. This article explains what intangible assets are and how articulating, supporting and protecting them enhances business sale outcomes. Let’s get started.

What is an Intangible Asset?

Intangible assets are things that are non-physical in nature that you can identify, describe, document (e.g. a contract, list, logo, drawing or schematic) and, most importantly, transfer. Intellectual property is an example of an intangible asset.

The Financial Accounting Standards Board (FASB), in its ASC 805 standard for reporting of Business Combinations, separates intangible assets into these categories:

  1. Marketing-related: such as trade names, trademarks, non-compete agreements and URLs
  2. Customer-related: customer lists, contracts and relationships, order backlog
  3. Artistic-related: works of art, magazines, books and articles
  4. Contract-based: permits and licenses, licensing and royalty agreements, franchise agreements
  5. Technology-based: trade secrets, databases, patented technology

Do all intangible assets have value?

Just because an intangible asset exists, doesn’t automatically give it economic value. To have value it has to produce some form of economic benefit. For example:

  • Generate operating or licensing income
  • Reduce operating expenses or future capital spending
  • Reduce business risk

Of course, an intangible asset must be transferable in a sale to have value to a new owner. (Intangible asset valuation is a topic for another day.)

Goodwill is excluded from the above list because it is considered to be a blended residual asset. Goodwill is influenced by factors such as high profit margins, barriers to market entry, competitive advantages, a regulated protected position or lack of regulation, longevity in the market, a trained work force, etc.  Synergistic value associated with premiums paid by strategic buyers are often considered “blue sky” value above a “justifiable” goodwill value.

Document to Impress

After you take an inventory of your company’s intangible assets, the next step is to be sure that the key ones are documented in a manner that will satisfy buyers. For example, support for customer-based intangibles may include: a well-populated CRM database, master supply agreements, vendor quality audit records, open quote files, important correspondence, sales and contribution margin by customer history, AR aging schedules, purchase orders, etc.

Protect Your Assets

While documenting your company’s primary intangible assets, you are likely to uncover some that need better protecting through public registration (e.g. patents), securing or improving contracts, or better restricting access.

For many of our clients, trade secrets are their most valuable intangible assets. Suppose a significant portion of your company’s profitability is attributable to a proprietary production process. Ask yourself these questions: Is the process perfected and well documented? Are you taking appropriate measures to keep the process secret? Is access sufficiently limited? Do you have appropriate data security? Do you have non-disclosure agreements with third parties?  Do you have confidentiality agreements with your employees? If not, you know what to do.

Capitalizing on Intangible Assets in a Sale Process

Your intangible assets become the focal point of the Confidential Information Memorandum (CIM) prepared by your M&A advisor. The CIM can also articulate those intangibles that are underutilized and have potential to produce economic benefits to a new owner. We use our knowledge of your intangible assets to decide which target strategic acquirers are likely to derive the greatest benefit from them. We tailor our outreach strategy and communications accordingly. In the end, this generates more interest and better offers for the company in an M&A auction process. The M&A advisor can also advise on how and when to disclose sensitive details about key intangible assets during the discovery and due diligence phases of a merger or acquisition process.

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An investment in perfecting, identifying, documenting and protecting intangible assets is usually well rewarded in a sale. Exit Strategies helps clients take full advantage of the intangible assets in their businesses when going to market. If you’d like help in this regard or have any questions, you can reach Al Statz at 707-781-8580 or alstatz@exitstrategiesgroup.com.

Phase I Environmental Assessment in M&A Transactions

/in , /by Al Statz

A Phase I environmental site assessment is commonly required by buyers and lenders in merger and acquisition transactions that include commercial real estate. One may even be called for when the target company (seller) uses or stores hazardous materials at a leased facility.

Sellers are generally rewarded for conducting a Phase I assessment before taking a deal to the marketplace. Understanding environmental risk allows sellers to argue for a higher price and increases the likelihood of closing a deal. This article explains why.

What is a Phase I Environmental Assessment?

A Phase I environmental site assessment (ESA) consists of a thorough inspection of a commercial property and research into its current and historical use to identify potential environmental contamination liabilities. These assessments are conducted by independent, certified and trained professionals. The environmental expert produces a written Phase I report. When site contamination is found to be likely, a Phase II investigation follows, which involves taking soil, groundwater or material samples.

What All Buyers Want

When acquiring a business, buyers want to understand the potential liability for environmental contamination on facilities owned or operated by the target company; any past non-compliance with environmental laws and regulations; and costs to comply with any post-closing environmental compliance obligations. An understanding of their potential liabilities as a parent or successor dictates their acquisition strategy.  The scope of a buyer’s potential liability for existing environmental contamination issues can influence the basic structure of the transaction — asset or stock purchase — and proposed purchase agreement provisions.

How Sellers Benefit

Obtaining a Phase I report before putting a business with real property up for sale provides several benefits to sellers. It flags potential problems that the seller can mitigate or remediate in advance. If contamination is reported to be present or likely, the seller can better compare the value of bids and make better decisions regarding indemnities and potential insurance products. Having a Phase I report increases a buyer’s comfort, and results in better offers, less renegotiation and a smoother LOI-to-closing process.

Al Statz is founder and President of business valuation and M&A brokerage firm Exit Strategies Group, Inc., which has offices in California and Oregon. For further information on this subject or to discuss a valuation or M&A question or need, confidentially, you can reach Al at 707-781-8580 or alstatz@exitstrategiesgroup.com.

Roundup of Recent Sale Transactions

/in , , /by Al Statz

Sitting down and writing quality articles on business valuation, exit planning, mergers and acquisition strategy has taken a back seat this year, thanks to a strong M&A market. In this post I will recap many of the transactions for which Exit Strategies (ESGI) provided sell-side advisory services during the first half of 2019.

I haven’t included deals that we were asked not to announce. Nor have I included the internal buy-sell transactions, management buyouts and generational transfers for which ESGI provided an independent business valuation. As always, deal terms are not disclosed to respect the privacy of our clients.

Sale of Eldercare Services to Home Care Assistance

Eldercare Services is one of the San Francisco Bay Area’s top professional eldercare management and home care services providers. The baby boomer owners of ES were looking to turn their business investment into cash (i.e. “liquify” their investment), maximize value and retire. Home Care Assistance is a leading provider of home care for seniors in 150 regions throughout the United States, Canada, Puerto Rico and Australia. (service, health care)

Sale of DC Precision to Tecan Group

DC Precision, established in 1999, manufactures high precision plastic valve assemblies for life science OEMs and metal products for Silicon Valley high-tech manufacturers. Our client was ready to pursue other business interests. Tecan Group is a Swiss manufacturer of automated workflow equipment for pharmaceutical and biotechnology companies, university research departments and diagnostic laboratories. (contract manufacturing, CNC machining, proprietary technology, turn-key assembly)

Sale of Precision Asphere to II-VI Optical Systems

Precision Asphere produces aspherical optical components (lenses and mirrors) using proprietary surface-forming technology. The majority owner wanted to retire. II-VI Optical Systems develops and produces highly engineered materials and material systems for medical, defense, aerospace and military clients.  (manufacturing, technology)

Sale of Axis of New England and New York to Motion Industries

Read the ESGI announcement here.  Our clients were looking to take advantage of industry consolidation and maximize value through a competitive M&A sale process. (distribution, manufacturing, robotics, technology, service, system integration)

Sale of DZINE Living to Haworth

DZINE is an interior design services and contemporary European furnishings retailer in San Francisco. Our clients were looking to align with a major industry player that would help DZINE to expand its footprint. Haworth is a global company that designs and sells furniture, furniture systems, architectural products, textiles, wall surfaces, and ergonomic and technology tools for workspaces, education and health care. (retail, service)

Sale of You & Me Children’s Center to an Industry Investor

Founded in 1981, You & Me Children’s Center is a local preschool committed to providing a nurturing, safe and educational environment for children. The owner wanted to retire, liquefy her investment and see her legacy survive. The buyer is an experienced preschool operator. (service, education)

Sale of Home Tutoring Plus to a Private Investor

Home Tutoring Plus is a tutoring company serving schools and home school families throughout much of Northern California. Professional tutors provide individualized lessons, in-home and online. Our client engaged us to locate a buyer that would preserve her legacy while maximizing her investment so she could pursue new interests in retirement. (service, education)

Sale of Redwood Building Maintenance Company to Silicon Valley Building Services

Founded in 1965, Redwood Building Maintenance is a full service janitorial and building maintenance company serving the North San Francisco Bay Area. The family owners were ready to retire.  Silicon Valley Building Services primarily serves the south and east Bay Area and this gave them an opportunity to expand. (B2B services, contract maintenance)

Sale of Banner Enterprises to Valley Comfort

Banner Enterprises and Valley Comfort Heating and Air are both full service commercial HVAC companies serving the Bay Area. Our client was looking to sell his business and building in order to retire and reinvest. (construction, services, real estate)

Sale of Communique Interpreting to DCARA

Since 1994, Communique Interpreting has provided in-person sign language interpreting services from Monterey to the Oregon border, in medical, employment, education, legal, performing art and social services settings. Our client wanted to sell her business and building and retire. DCARA, a 501(c)3 charitable organization, provides interpreting, advocacy and employment services for hearing impaired children, adults and families in Northern California. (services, non-profit, commercial real estate)

Sale of a Dietary Supplements Producer to a Strategic Buyer

A producer of herbal supplements sold through U.S. medical practitioners. The owner engaged us to find a strategic partner that could scale the company and allow him to reduce his involvement in operations and transition to retirement. (health care, manufacturing)

Market Observations

Two themes jump out at me: most acquirers were strategic and most sellers were looking to retire. Indeed, we’re seeing tremendous strategic acquisition activity in most industries. Most sellers are well positioned to maximize value through a structured auction (competitive bid) process run by a professional M&A brokerage firm like ours. As long as baby boomers continue to age out, Exit Strategies will be here to facilitate their retirements.

Action Items

If you are considering exiting your company for any reason, call or Email us to discuss your goals and circumstances, and how you can leverage Exit Strategies’ process, resources and experience to improve your results. If you are waiting for market conditions to improve, stop waiting and start the process!

Al Statz is founder and President of business valuation and M&A brokerage firm Exit Strategies Group, Inc., which has offices in California and Oregon. For further information or to discuss a valuation or M&A question or need, confidentially, you can reach Al at 707-781-8580 or alstatz@exitstrategiesgroup.com.

The Sale of a Business May Actually Excite Employees

/in /by Exit Strategies

Many sellers worry that employees might “hit the panic button” when they learn that a business is up for sale. Yet, in a recent article from mergers and acquisitions specialist Barbara Taylor entitled, “Selling Your Business? 3 Reasons Why Your Employees Will Be Thrilled,” Taylor brings up some thought-provoking points on why employees might actually be glad to hear this news. Let’s take a closer look at the three reasons that Taylor believes employees might actually be pretty excited by the prospect of a sale.

Taylor is 100% correct in her assertion that employees may indeed get nervous when they hear that a business is up for sale. She recounts her own experience selling a business in which she was concerned that her employees might “pack up their bags and leave once we (the owners) had permanently left the building.” As it turns out, this wasn’t the case, as the employees did in fact stay on after the sale.

Interestingly, Taylor points to something of a paradox. While employees may sometimes worry that a new owner will “come in and fire everyone” the opposite is usually the case. Usually, the new owner is worried that everyone will quit and tries to ensure the opposite outcome.

Here Taylor brings up an excellent point for business owners to relay to their employees. A new owner will likely mean enhanced job security, as the new owner is truly dependent on the expertise, know-how and experience that the current employees bring to the table.

A second reason that employees may be excited with the prospect of a new owner is their potential career advancement. The size of your business will, to an extent, dictate the opportunities for advancement. However, if a larger entity buys your business then it is suddenly possible for your employees to have a range of new career advancement opportunities. As Taylor points out, if your business goes from a “mom and pop operation” to a mid-sized company overnight, then your employees will suddenly have new opportunities before them.

Finally, selling a business could mean “new growth, energy and ideas.” Taylor discusses how she had worked with a 72-year-old business owner that was exhausted and simply didn’t have the energy to run the business. This business owner felt that a new owner would bring new ideas and new energy and, as a result, the option for new growth.

There is no way around it, Taylor’s article definitely provides ample food for thought. It underscores the fact that how information is presented is critical. It is not prudent to assume that your employees may panic if you sell your business. The simple fact is that if you provide them with the right information, your employees may see a wealth of opportunity in the sale of your business.

Copyright: Business Brokerage Press, Inc.

Steps in a Management Buyout

/in , /by Al Statz

As a friend of Exit Strategies you know us as M&A brokers and appraisers, but you may not know that we advise on management buyouts.

By management buyout (MBO) I mean selling a company or business unit to managers and key employees using a combination of equity and debt. The assets and cash flows of the company are used to finance most of the purchase price, with the equity portion supplied by management or a Private Equity investor, depending on the size, profitability and nature of the company.

Business owners who choose the MBO exit option typically have strong non-financial motivations. Don’t get me wrong, price is important to them. However, factors such as company legacy, employee welfare and local community are often equally and sometimes more important.

Typical MBO Steps

When advising company owners on management buyouts, we start by understanding our client’s short- and long-term goals, needs and circumstances. If an MBO appears to be appropriate, we will:

  1. Prepare an independent business valuation (fair market value) to provide guidance on pricing and feasibility
  2. Work with financial, tax and legal counsel to determine a deal structure that achieves the owner’s liquidity and income goals
  3. Obtain confidentiality agreements from interested parties
  4. Meet with managers to understand their interest level, goals and resources; educate them on the MBO process; confirm feasibility
  5. Develop a transaction roadmap
  6. Collect details on buyer experience, credit, funds and collateral
  7. Prepare a confidential information memorandum, source documents and disclosures to fill management’s knowledge gaps and explain the merits of the transaction to their advisors and lenders
  8. Recommend wealth management, legal and tax professionals (if needed) and coordinate with them
  9. Evaluate debt financing options (including seller note) and the potential of “rollover” equity
  10. Determine if private equity capital is necessary or desired, and available
  11. Recommend and liaise with best-fit debt and equity providers
  12. Propose terms and facilitate sensitive negotiations while buffering emotions
  13. Draft a nonbinding memorandum of understanding on key deal terms, transaction process and timeframes
  14. Facilitate buyer, seller and lender due diligence
  15. Assist buyers with financial models, business plans and shareholder agreements as needed
  16. Work with the parties’ legal teams to finalize definitive agreements
  17. Advise on leadership transition
  18. Satisfy closing conditions, resolve problems that arise, and maintain momentum for a timely deal closing

Every buyout is unique. We add, remove and rearrange steps as needed, and help both sides navigate the process. In some cases, management, not the owner, initiates the buyout. Here is one example.

Biggest Challenges

Owners and management employees usually lack the time and deal experience to complete successful buyouts on their own. The interdependent owner-employee relationship raises the stakes for all parties and magnifies the consequences of a failed negotiation. Three areas seem to be especially challenging for owners and management:

  1. locking in a fair purchase price (business valuation),
  2. determining the right deal structure, and
  3. financing

Most Common MBO Mistake

For a management buyout to succeed, a business usually has to have a solid earnings track record in order to prove it can service the debt. Management must demonstrate the requisite skills, experience and commitment. Putting everything in place can take months or years of preparation. Waiting too long to begin this process is the most common mistake I see owners make.

Backup Plan

Of course, there is always the possibility that the MBO will fall through, and you should be prepared for that possibility. That may involve creating incentives for management to stay on and being ready to market and sell the company to third party strategic and/or financial buyers.

The First Step

If you are considering selling your company to management some day, feel free to call us to discuss your goals and needs, confidentially.

Al Statz is the founder of Exit Strategies Group and a senior M&A advisor in the firm’s Sonoma County California headquarters. Email Al or call him at 707-781-8580.

Financial exit planning, Is your business ready?

/in , , /by Exit Strategies

I recently had a client looking to sell their medical supply business and retire. I worked with management to pull together all the documentation and financials needed, and conducted conduct a probable selling price analysis. With report in hand I met with our clients to review the results and plan a go-to-market strategy.

Unfortunately, the probable selling price fell slightly short of what the client needed to retire (after taxes). We identified excessive inventory as one of the factors that was limiting enterprise value. How did inventory reduce value and spoil our client’s exit strategy? What can they do resolve this limitation? Read on for the full story.

The company had thousands of SKUs, colors, shapes, types and sizes of medical supplies in inventory. Fully 78% of its assets were in inventory. Current assets exceeded 99% of total company assets. We compared our client’s financials against 10,000+ companies in the industry. The industry was averaging 35 days of inventory on hand (11 turns per year). By comparison our client turned its inventory less than once per year. Keep these figures in mind as we continue.

Cash Flow is King

It’s no surprise that buyers of going concern businesses buy primarily to get returns on their time and money invested. Tying up cash in inventory means less cash to operate or invest in the business (or pay dividends to investors) and increases the risk that you won’t get your money back out of your inventory. But there’s more to this story about how inventory affects value.

The income approach to valuation is based on the concept that a business is worth the present value of its expected future cash flows to its owners. The other approaches to value (market and asset approaches) are also important, but cash flow is ultimately king.

A common income valuation method involves dividing the forecasted net cash flow by a capitalization rate (Cap Rate). The capitalization rate is a function of the expected growth and risks inherent in a company. There’s a lot that goes into calculating appropriate risk and growth rates, but here’s the basic formula:

Value = Net Cash Flow / (Risk – Growth)

Crunching the Numbers

Working Capital = Current Assets – Current Liabilities

  • With minimal current liabilities and high current assets, the company had high working capital requirements.

Working Capital Turnover (Sales / Working Capital)

  • I previously mentioned that the company turns over inventory less than once a year. This suggests either too much inventory or not enough sales, or both.
  • The working capital turnover for this company was an average of 2 (i.e. sales were 2x working capital cost).
  • Industry data showed an average working capital turnover ratio of 7-8.

Net Cash Flow Calculation

  • Net cash flow to equity (NCFe) measures the cash flow to shareholders in a company (equity interest holders).
  • NCFe = normalized after-tax net income + depreciation – less capital expenses – increases in working capital +/- changes in interest-bearing debt.
  • Notice the NCFe formula subtracts increases in working capital. As a company grows, working capital increases, which means less cash for shareholders. For this client, working capital growth reduced cash flow by 25%.

Enough Numbers – Back to Our Story

Our client’s business has a high risk of not selling through years of inventory before that inventory becomes obsolete, expired, lost, stolen or damaged. Therefore, the value from the income approach came in lower than the market approach and asset approach results. In fact, the cost of inventory was higher than the value of the company on a going concern basis. Even in liquidation, the full value could not be realized after the costs of liquidating.

The moral of this story is that a hard-earned business exit can be busted by excessive inventory and inefficient use of working capital. In this case, we advised our client to put their exit on hold for a few years and work strategically to reduce inventory and increase sales. Not only will the reduction in inventory increase future value, but it will also put more cash in the client’s pocket along the way.

If you’re considering a sale and wondering what financial shape your company is in, Exit Strategies’ team of M&A brokers and business appraisers can help you determine value, evaluate strategic alternatives and maximize results.

Michael Lyman CVA is a certified valuation analyst and M&A broker specializing in health care, technology and education fields. With 15 years’ experience working in and building his knowledge in these markets, Michael understands the needs of sellers, buyer and investors. His background includes university positions, two successful e-commerce startups and president/CEO of a small pediatric health care business.

See our related blog post on Managing Working Capital to Increase Business Value.