Questions Buyers Ponder About Price

Questions Buyers Ponder About PriceWe’ve done a series of articles on general business questions that buyers will ask about the health of the business.  In Part 1, we asked, among other things, Why Sell?  In Part 2 we asked more granular questions, like the demographics of core customers.  In Part 3 we lead with a look back, asking what the seller would do differently with the knowledge he/she has now.

In this article we will look at questions that a buyer will consider when looking at the price you are listing the business for.  The answers to those questions will determine if he/she is willing to pay what you’re asking.

Capital Investment

What rate of return do I want?  Businesses, ultimately, are investments.  They probably don’t feel like investments the way that a stock portfolio or a 401k can, but they are.  In fact, they are often the most important investments of your life, in part because they offer a chance for outsized returns.  

A Main Street business buyer doesn’t normally have hedge fund expectations.  But that same buyer expects much more than one can get in traditional investments, in part because running a small business is significantly more risky than holding an index fund ETF.  Some might want a rate of return as low as 10%, some might not be willing to take the plunge for less than 20%.

Action item for seller’s diligence: Can I show a consistent rate of return on my own invested capital, or can I provide an estimate based on someone meeting my selling price?

How quickly do I want to repay my acquisition costs?  Buyers may have liquidated financial vehicles, borrowed from family and friends, or simply used their own savings if they don’t take out an SBA loan.  The buyer will need to calculate how long it will take them to pay back that outlay in relation to your asking price.

Action item for seller’s diligence: Have standard, accelerated, and best-case scenarios for repayment of acquisition costs based on your current cash flows, less any liabilities that the incoming buyer will not have.

Growth

How steady are sales and margins?  Here projections for new products and services will not be as useful as they are, at best, good estimates.  A buyer is going to look at your history over years.  Just as our buyers in the early teens used to look at how a business weathered 2008 and 2009, you better believe they will be paying attention to your 2020 and early 2021 numbers to see how your business weathered an unexpected global event.

Action item for seller’s diligence: Have your sales and margins charted year by year.  This is also a great internal auditing tool to share with your team to see if those numbers can’t be made better.

What are the biggest risks?  We’ve actually asked this question in other ways in our Questions for Buyers series, but this is more focused on financial risks.  For example, a buyer might consider the risk that a key employee will leave, but that may be less of an immediate financial risk than a key vendor going out of business.

Action item for seller’s diligence: Have some of the financial risks plotted out with your estimate of the likelihood it would happen, with the necessary consequences.

Sellers can sometimes get hung up on multiples and what they think they should get for their business and when you offer action items like we have above, they might resist doing them.  But what the most successful sellers know is that these are action items that not only telegraph the confidence a seller has in his/her or business, but pass that confidence on to the buyer as well.  This is why my number is my number is what the answers to these questions communicate.  The better your answer, the likelier a buyer will agree with your number.

Are you pondering what size business you can afford?  Or how much you want to sell your business for?  Our team can help you answer either of those questions.  Give us a call today!

The $15/Hour Minimum Wage Debate

A provision to gradually increase the federal minimum wage to $15/hour was recently removed from a budget reconciliation bill in Congress.  While that pay increase doesn’t look like it will be coming at the federal level this year, the debate around the topic isn’t going away and has already led companies like Amazon and Target to announce their own moves to at least $15/hour for all new employees.  In the same vein, the State of California has announced a state minimum wage of $15/hour effective January 2022.  Whatever the starting pay is for your employees, you should know and understand the talking points of this debate.

Stats and Guesses

As part of the legislative process, the Congressional Budget Office (CBO) put out some projections on the effect of the move toward $15/hour:

  • The cost to the government would be $54 billion dollars over a ten-year period
  • 30 million Americans would get a pay raise
  • Of those 30 million, 900,000 would be lifted out of poverty
  • Possible job cuts as a result of this could be close to 1.4 million workers (.9%)
  • Labor costs/Purchasing power (depending on your perspective) would increase by $333 billion over the same ten-year period

While the CBO is a nonpartisan body, that doesn’t shield them from criticism, and these numbers received their fair share of disagreement from both sides of the aisle.  What is clear already is that more than 29 states have minimum wages that are higher than the federal minimum wage, which was last adjusted in 2009 to $7.25/hour.

Your Business

We’ve talked before about different ways to financially reward employees and why hiring for cultural fit is an important part of making sure that your team isn’t only money motivated.  While not every business has the resources to simply double starting pay, and while the vast majority of our clients don’t have a single team member on minimum wage, it’s important to realize that such a dramatic change will affect everyone and every business.  Questions you should be asking include:

  • Do any of my key vendors employ minimum wage workers?  Have they forecast how our prices would change if that minimum wage would change dramatically?  Do I have contingency plans in place in case they decide to cease operations?
  • Using answers from the first set of questions, how would you deal with increased costs?  Would you pass that on to the customer?  If so, what percentage?  How does your business change as a result?
  • How closely are the lowest-paid members of your team compensated in relation to the minimum wage?  What adjustments would you need to make to their salaries as a result?

Sometimes we can forget that changes we don’t think will affect us or our businesses will indeed affect us and our businesses, and in profound ways.  Rather than passively wait for changes to occur, the best business owners proactively attack challenges before they become problems.

Are you and your team happy with the compensation plan you have in place?  Have you thought about that plan in relation to a possible future sale?  Give us a call to talk about it.

What to Look For (and Avoid) in a Business Broker Listing Agreement

Business Broker Listing AgreementBehind all our business broker listings, there is a business broker listing agreement. This spells out mutual responsibilities between us and our clients. As with any contract, this is something that deserves your undivided attention, as we’ve said many times before that a business transaction may be one of the most important events of your life. In this article we’ll discuss the various provisions of any given business broker listing agreement and what you should consider before signing one.

Why Have a Business Broker Listing Agreement?

The short answer? To protect you, your business, and your broker. Remember that ultimately, contracts are not there in case everything goes right, but in case even one thing goes wrong.

Key Elements of a Business Broker Listing Agreement

While every agreement may vary, these are the elements you must have for any serious agreement to list your business.

  • Duration. This is the amount of time your business is listed for. As we’ve said in a previous article, selling a business can take between two months and two years.
    • Under twelve months: this is often pitched as offering more flexibility for the seller, but really, it puts undue pressure on a broker and as we’ll point out below, it may not really offer you the flexibility that it promises.
    • At least twelve months: this is pretty standard, as this recognizes that (and mentally prepares you for the fact that) this is a marathon, not a sprint.
    • Keep in mind that just because your engagement has passed doesn’t mean you won’t owe a commission to your broker. We keep records of everyone we introduce to a potential seller and if they conclude a transaction within a certain time period of the end of the engagement, a commission may still be owed. That’s why you need to be very clear on the details here, not just for your sake, but for your broker’s.
  • Right to Sell. In this section you are going to give us the exclusive right to represent you in a business transaction. We’ve talked before about the sorts of things we do to market your business.
  • Representation. Are you who you say you are? Do you actually own the assets you are purporting to sell?
  • Protection/Indemnification Clause. Should anything go wrong during the transaction, this section addresses the legal and financial rights and obligations of all parties.
  • Dispute Resolution Terms. Should significant problems arise during the transaction, how will these problems be cured? Will you use arbitration or litigation?  In which jurisdiction will the dispute be dealt with?
  • Commission. This varies per broker and agency but here at Apex we settle this at closing.

We’re Here to Help

In a world in which we so often click past “terms and conditions” because we don’t want to bother to read them, it can be hard to sit down and work through a document like a business broker listing agreement. But you don’t have to do it alone! We’re here to help and are want you to be comfortable as you pursue a transaction. Give us a call today!

Deal Points: Getting to the Finish Line

Getting to the Finish LineIn any business transaction, there are going to be key deal points that are deal breakers for the buyer or the seller. As brokers, we’re going to represent our client to the best of our ability. We also have one eye on the greater picture, the deal itself. And sometimes, we can come up with creative solutions to get a deal to the finish line and make both parties happy.

Real Estate

Sometimes a seller wants to include the real estate of a business along with the sale. But if it’s bundled together, it becomes too much for the buyer to take on. Sometimes the financing won’t cover it. Sometimes because the cash flow isn’t there. Owners will sometimes not pay themselves rent on the property and thus create an unattractive proposition to buyers who don’t have the luxury of owning the building the property is housed in.

A win/win solution can be to carve the real estate out of the deal and make the seller a landlord. In this way, the buyer doesn’t have to deal with the cost of the real estate. And the seller is incentivized to make sure the buyer succeeds so he gets additional cash flow via the tenancy.

Royalty

We’ve discussed the risks of an earnout on numerous occasions.  Sometimes a seller who isn’t happy with this option can ask for a royalty on a specific product or in a specific division of the company. The principle of the earnout is the same: money later instead of at the time of closing.  

This can be a win for a seller who doesn’t want to go down a  traditional seller financing route (for whatever reason) and for the buyer who can see that the seller believes in the product/company enough to defer compensation and base it on performance.

Assets

Over the years, the seller may have acquired assets that are either superfluous to the business (additional trucks that are simply being kept as “spares”) or not part of the buyer’s vision for the company. The seller doesn’t have to “take a loss” on these assets. He/she can simply carve them out of the transaction and sell them separately. The buyer wins by not paying for assets that he/she doesn’t feel the business needs going forward.

Spinoff

Sometimes a buyer might only be interested in a particular part of the business. This could be the fastest growing segment of the business. Or it might feature a method or technology that he/she is particularly interested in. This presents an opportunity to spin off that part of the company either as an entity owned solely by the seller or in some kind of partnership (allowing the buyer to fully buy out the seller at some point.)  This can allow the seller to take some money off the table and/or use some of those proceeds to package up the rest of the business for sale on its own.

There are many bespoke possibilities to get to the finish line of a transaction. But you can’t get there if you’re overly focused on “winning” a deal point and ignore its role in the transaction as a whole. That’s where we can (and do) help. Want to know more? Give us a call!

Office Space and Remote Work in the “New Normal”

Apex Business Advisors: Office Space and Remote WorkThe COVID-19 epidemic has had far reaching consequences for businesses worldwide, some of which remain to be discovered. But when businesses were forced to close, commercial real estate took a big hit. As the lockdown continues and businesses adjust, a new normal has begun to take shape. This may shape the direction of commercial real estate and how companies work for a generations.

Pre-Covid

Before Covid-19, commercial real estate continued record year-on-year growth. With steady cash flows, it provided an attractive investment alternative for conservative investors to corporate debt. The returns were significantly higher, but with only slightly more risk.

While remote work had been steadily growing, it wasn’t growing at anywhere close to the demand for commercial real estate space. And remote work didn’t show any signs of hockey stick growth in the near future. There were companies that publicly stated seeing great value in their teams physically working together and had no interest in moving to remote work.

Changes

Needless to say, those companies who resisted remote work found themselves with no choices in the face of governmental orders. Overnight, people who had no idea that “Slack” was a software program or that “Zoom” was something you used to meet with others got acquainted with both of them, and many other programs.

Then days turned into weeks and many of those managers’ concerns turned into unexpected surprise. Their teams were perfectly capable of working online, despite having never done so before. It wasn’t perfect, and maybe it wouldn’t be a forever solution, but a line had been crossed that couldn’t be uncrossed.

This led to serious thoughts for business owners who routinely cut five and six figure monthly rent checks. Why pay for all this space if my team can effectively work from home? It left them free to rethink the future of their office space.

Post-Covid

One of those shifts in office space could be re-imagining it as a place for meeting clients and for occasional team meetings. There could be some dedicated shared space for various team members who still wish to come in to a separate office. For some companies, this wouldn’t necessarily change their footprint that much. For other companies, it would be game-changing. Freeing up revenue to spend on attracting customers or building products during a particularly challenging economic climate.

With a change in the footprint of their office space, there will need to be more acceptance of the culture of remote work and incorporation into how the company does business. No more painful minutes spent learning Zoom on the fly. There will be established systems and procedures that existing and new employees have to understand. And they will be trained to make sure that the new remote version of the company is as good or better than the pre-Covid version.

Instead of waiting for things to go “back to normal” (whatever that means) the best business owners are proactively managing the situation as it unfolds. They’re not content to be passive receivers of changes. They are dealing with the changing landscape with flexibility. They’re anticipating all that might come with the knowledge of what’s happened in first half of 2020.

Are you thinking about making changes to how your team works and how your office is configured? We know people who can help. Give us a call!

Business in 2020: Catching a Falling Knife

Here at Apex, we’ve been proactive in advising our clients as 2020 has unfolded. We began the year by discussing issues that might come in an election year. As the first wave of lockdowns occurred we encouraged people to look at federal funds (and followed up with detailed information on PPP). As the lockdowns continued we shared our long term outlook (don’t panic) while offering short-term changes that could help businesses adapt to the continuing chaos.

But now it’s the second half of 2020 and there’s no “normal” in sight.  What now?

We’ve heard many business owners say “2020 is a write-off.” While we understand that thinking, there’s also a danger in the phrase… It assumes that events know when December 31st comes and hence switch off just because it’s a new year. A new year may be something that we as humans pop champagne over, but the universe is indifferent. It just keeps going. Hence, with months of an unprecedented business climate, we should have more wisdom under our belts, and more importantly, we should use that wisdom.

Our position at Apex is unchanged. We look at the fundamentals and the transactions that we continue to handle. Our business has not stopped. There are still buyers and sellers looking to do deals. Every industry is different. While food and beverage and entertainment may be tougher to sell at the moment (yet some of them still continue to move), some businesses have temporarily put their listings on hold as they experience record years.

However, your position may have changed.

Leaving the Corporate World

You may have been someone who was already looking to leave the corporate world and enter business ownership, but now you have cold feet.  Is having a job any more secure in this environment? While business owners are indeed facing challenges, they do so knowing they have the most control over their destinies. They can live and die by that self-determination, and that’s preferable to waiting for an ax to fall. Does COVID-19 really change whether a business is the best vehicle to determine your own destiny?

Selling a Business

You might have been someone looking to sell a business. You still need to do what’s necessary to prepare that business for sale. And that includes guiding it through challenging circumstances. As we’ve discussed before, companies who showed good performance in 2009 and 2010, following the 2008 financial crisis, made for even more attractive acquisition targets. Those companies showed resilience, not just doing well when the sun was shining, but when the storms hit. Has COVID-19 changed your desire to sell your business, or just demanded more perseverance and resilience from you?

Falling Knives

In this second half of the year, we aren’t waiting for events to “happen to” our clients. We are encouraging them to take matters into their own hands. If it feels like you’re trying to catch a falling knife, get some gloves on and reach those mitts out. Success in life doesn’t come to those who passively wait in fear for the next disaster, but those who, amidst setbacks and challenges, fill sandbags for what may come next. They keep their eyes on their environment close and far, watching for opportunities.

Feeling paralyzed about what to do in 2020? Talk to one of our advisors. While this is all of our first time through COVID-19, it’s not our first major financial shock. We have great advice and guidance for you.

Paycheck Protection Program: The Latest

PPP Loans UpdateSome time ago, we noted that funds were going to be available for small businesses and in the intervening weeks the Paycheck Protection Program (PPP) story has developed significantly. We wanted to give you some updates, as well as encourage you to apply if you need to, as there is still money available after an originally botched launch.

First Round: $349 Billion

Government isn’t ordinarily known for efficient launches of large scale programs, so we shouldn’t have expected anything different in stressful circumstances. Some of the lowlights included:

  • The funds ran out in 13 days.
  • Many small businesses were only able to apply one week after the program opened.
  • Some very large companies with significant financial resources, like Shake Shack, Ruth’s Chris, and you can’t make it up, the Los Angeles Lakers, received loans. After massive public backlash, they all returned the money, though we suspect that they wouldn’t have if no one had found out.

It was a banner day for the banks, who netted 10 billion dollars in fees alone, and all for underwriting SBA-guaranteed loans, which means almost no risk.

Second Round: $321 Billion

Alas, the website crashed the day the second pot of funding was made available. After enough complaints, banks with under $1B in assets were given some windows to apply (unsurprisingly, the largest banks had been getting preferential treatment). After the blowback from the first round, there are still some clouds hanging over this round of funding:

  • Secretary Mnuchin noted that all loans over $2M will be audited, but didn’t say who would be doing that auditing. Banks? The SBA?
  • Treasury did provide guidance on how loans could be forgiven:
    • Loan proceeds must cover payroll costs, mortgage interest, rent, and utility costs over the eight week period after the loan is made.
    • Employee and compensation levels must be maintained.
  • But it didn’t give guidance as to how the retained portion of the loan would be categorized on a balance sheet.
  • The IRS managed to mobilize in time to let us know that expenses normally deductible would not be so if they were used to trigger forgiveness of a loan.
  • But the IRS hasn’t given guidance on how a forgiven loan amount will be dealt with either, but knowing the IRS, they won’t have our interests at heart.
  • Thankfully a non-government agency, the American Institute of CPAs, has put together a helpful guide to help you track and calculate your path to PPP loan forgiveness.

There haven’t been the absurd cases (like the Lakers) in this round, but what seems to be clear is that without guidelines, loans are not merely being given for rescue. Some companies are taking the loans to fund growth. It could be argued that the intention of the funds was to rescue small businesses that were on the verge of going under, but there doesn’t seem to be restrictions in the funding policy requiring clear proof of that, and given the current business atmosphere, there doesn’t really seem to be a moral problem with making sure your business survives during a time which may be tough on many.

Our Recommendation

As of the time of this article, there’s still more than $100M available in funding. As we’ve said previously, our long-term outlook for the economy, not just in the US, but worldwide, is positive. We also think that political circumstances are such that decisions concerning the finer points we’ve highlighted above are likely to go the way of small business owners.

We encourage small business owners who think they could put this funding to good use, even if not in immediate danger of going out of business, to give their bankers a call to see if it makes sense to apply. If you’re one of the many business owners unhappy with their banking relationship, give us a call. We’ve got some solid names to share with you.

Don’t Panic: Business Buying and Selling in the Age of COVID-19

Don't PanicSome time ago we wrote about adjustments you could make proactively in your business as COVID-19 started to make larger waves in the global economy. As the crisis grows and lingers, dynamics necessarily change for both buyers and sellers in the marketplace. What we continue to tell our clients here at Apex is: don’t panic. Those who can keep their heads when everyone is losing theirs will prosper when conditions improve. With that spirit of calm, let’s consider some things.

Short Term (the next 90 days)

We have deals in the pipeline and some of them will collapse due to a change for either buyer or seller that was unforeseen prior to these past few weeks. This has nothing specifically to do with the business but more to do with the general business climate. For example, a buyer may get cold feet about buying now or watched income which was going to be cashed out of stocks to finance the sale crater in value. They may see waiting as the best option.

That said, many deals will close, regardless. We saw some of this in 2008 during the financial crisis as well.

While the media may make it seem that fire is raining down from heaven, the reality is that business does go on in many sectors. And not just in the US but worldwide, including the supply chain for all businesses marked as “essential”. Indeed, some businesses are seeing their most profitable months in some years even as they move towards acquisition. Some of those sellers might delay a sale just to continue to ride some of those record profits a couple more months.

Medium Term (the next 6 to 18 months)

Should some kind of lockdown become national in the United States as it has in much smaller countries in Europe, there could be a hit to valuations of businesses, as those are based on earnings including the most recent financial statements.

On the other side, borrowing will be historically easy, as the Treasury and SBA make unprecedented guarantees and funds available. Rates are at historic lows. Some banks may put some additional provisions in the paperwork in relation to COVID-19 and its impact on certain types of businesses. But banks want businesses to move forward, not to freeze up, so they will likely be encouraging rather than discouraging.

Long Term (the next 24-48 months)

As with any shock to the economy of any country, there will be some necessary recovery time. But the realities of life go on.

The Baby Boomers continue to retire, and in record numbers, and many own businesses that have to be sold. Many people will begin to see their jobs through new lenses in a period of remote work. And the idea of buying a business, with its levels of control and opportunities for growth, may become even more appealing.

This isn’t to say that we don’t see some challenges ahead, but we tend to take the long view, because this isn’t the first economic shock we’ve experienced as advisors. Life does go on, despite great uncertainties, and indeed, this time, as any time in life and in business, is only as good as what you choose to do with it.

We look at facts and history and combine them with what we hear from our buyers and sellers and that leads us back to what we started this article with: not panicking.

Do you have questions about buying or selling a business right now?
We’re happy to talk through some of the challenges (and opportunities) with you!

ACT Fast for SBA Funding!

At Apex, we are practicing social distancing and working from our homes… but we are still working.

CARES Act and PPP

HourglassWith all the recent information going out about the CARES Act and the Paycheck Protection Program (PPP), there is still additional guidance needed from the SBA on how banks are to start processing applications. Our bank contacts have been inundated with calls and have had to prioritize their existing customers ahead of others. For current bank customers, you will find yourself in queue. So call now.

The good news is that the SBA funds will be available, and banks are pulling out all the stops to make it work.

We’ve talked to banks that are moving entire departments to the PPP program, hiring additional staff, and putting other projects on hold. There have been several industry webinars since the Act was approved by Congress and signed by President Trump, to share the latest updates. Each new webinar discussed the changes that were made to the SBA’s procedures as new questions and comments made their way to the Treasury Department and SBA leadership.

It is expected that Friday, April 3rd, the final process will be outlined, and business owners will be able to start completing applications. You will probably get notified by your bank. If not, call them directly.

There are other aspects of the CARES Act that are designed to assist business owners immediately.

Business owners with current SBA loans will have their payments made by the SBA for the next six months! Those who close on business acquisitions prior to September will also have the first six months of payments made by the SBA!
This is actually a great time to move forward with a business acquisition!

If you haven’t called your bank yet, get on it! They will be able to assist you with the best way to move forward for your business and your employees.

We are here to help in any way we can! Call us if you have questions or need some direction.

Corona Virus and Your Business

Corona Virus and Your BusinessIt wasn’t that long ago that we were discussing the effects of an election year upon the business climate, and early in 2020 it seems that the dominant story is a flu-like disease that the world seems uncertain about in general. While it’s true that in many parts of the world consumers are still spending, shops are still open, and people are still going to work, at the same time stock markets have been swinging wildly, supply chains have been disrupted, and numbers of people have been quarantined.  What does this mean for business?

What has happened so far?

A number of airlines have made the decision to stop flying to certain places that are showing high levels of infection. At first this was just China, but now those concerns are spreading to Europe with northern Italy showing the greatest level of infections.

Major conferences have been cancelled. At the time of this article it looks as if SXSW in Austin will continue on as scheduled, though Twitter and Facebook have pulled out of the event. Facebook has cancelled its own F8 conference, opting for local gatherings and streamed content in its place. Shopify and Adobe are two other software firms that have cancelled their annual development conferences.

On the travel and leisure side, for the first time in many years, the final two days of Carnival in Venice were cancelled as the city was rapidly shut down by the regional and local governments. Giorgio Armani’s latest fashion show was streamed as the models walked in their outfits in empty rooms.

Like an Earthquake?

At this moment, the question seems to be whether this disease causes a fundamental change in global lifestyle and business norms or whether, like an earthquake, it is something that will pass. Indeed, after the ground stops moving in an earthquake the first things that need to be attended to are those who are hurt and wounded, but almost at the same time, the clearing and rebuilding begins, and that actually causes a rise in economic activity.  

It is clear that the media loves the sort of uncertainty that Corona Virus provides for them. Endless drama, speculation, and doomsday predictions. Much of the reaction in business can be traced directly to their reporting on these events.

Be Proactive

Business owners can’t really do much about how the media decides to conduct their business. They need to focus on the best way to navigate their businesses through this time of uncertainty, and there are some best practices that savvy entrepreneurs can adopt during the months ahead:

  • Educate your customers about the virus and how it affects them specifically in their interactions with you. If your business is customer-facing, consider having hand sanitizer available and send emails/social media updates informing them about how to minimize their risk of infection.
  • Talk with your vendors and bankers. Don’t wait until the Federal Reserve makes moves to start making moves of your own.  Consider expanding your credit line or restructuring some of your debt. Be more proactive on your receivables. Consider asking for better terms on your payables. Again, this is more about preparing for possibilities than panicking.
  • Take a look at where you can save. Even if you may have already gone through this exercise at the end of last year, take another look. Perhaps you can buy some more materials at a better discount, or pay annual rates for SaaS instead of monthly. Better to save money now when it isn’t on most people’s minds.

There have been global disease scares and realities in the past and there will be more in the future. Know that we here at Apex are here to help you through the uncertainty, whether you are buying or selling. And yes, we will have hand sanitizer for you when you stop in at our offices!