Archive for category: General

In 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!

The 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!

Tim Ferriss is most known for his bestselling The Four Hour Work Week, but most recently has been compiling books that have been enabled by his top-rated podcast. The newest one is Tribe of Mentors, which has the subtitle of “Short Life Advice from the Best in the World.” At almost 600 pages, the book is not meant to be read straight through, but in 4-5 page increments as you peruse the answers to a set of questions Tim posed to one hundred different high achievers.

The Questions

Not every person answers every question listed below, and some bend and re-frame the question to go down a more interesting path, but to give you a frame of reference, here they are:

• What is the book (or books) you’ve given most as a gift, and why? Or what are one to three books that have greatly influenced your life?
• What purchase of $100 or less has most positively impacted your life in the last six months (or in recent memory)? 
• How has a failure, or apparent failure, set you up for later success? Do you have a “favorite failure” of yours?
• If you could have a gigantic billboard anywhere with anything on it — metaphorically speaking, getting a message out to millions or billions — what would it say and why? It could be a few words or a paragraph. 
• What is one of the best or most worthwhile investments you’ve ever made? (Could be an investment of money, time, energy, etc.)
• What is an unusual habit or an absurd thing that you love?
• In the last five years, what new belief, behavior, or habit has most improved your life?
• What advice would you give to a smart, driven college student about to enter the “real world”? What advice should they ignore?
• What are bad recommendations you hear in your profession or area of expertise?
• In the last five years, what have you become better at saying ‘no’ to?
• When you feel overwhelmed or unfocused, or have lost your focus temporarily, what do you do? (If helpful: What questions do you ask yourself?)

The Answers

We obviously can’t go through all the many answers that were given in the book, but here are a few.

On Advice to Recent Grads

Developer of “smart contracts” and the precursor to Bitcoin, Bit Gold, Nick Szabo offers the following: “The less you need positive feedback on your ideas, the more original design regions you can explore, and the more creative and, in the long term, useful to society you will be.” Unlike the “plastics!” advice of previous generations, this challenges those coming up in society to be willing to take more risks.

Ben Silbermann, CEO and co-founder of Pinterest, adds: “I feel like a lot of people in Silicon Valley serialize their lives. They think, ‘First I’ll do college. Then I’ll do a startup. Then I’ll make money. Then I’ll do X.’ There’s some truth in that approach, but most of the most important stuff has to be parallel-processed, like your relationships and your health, because you can’t make up the time by doing more of it later. You can’t neglect your wife for four years and then say, ‘Okay, now it’s my wife years.’

Relationships don’t work that way, and neither does your health or your fitness…Figuring out a system, so that the stuff you need to do all the time happens, even while you might be placing disproportionate focus on one thing, is pretty important. Otherwise, you’ll be setting yourself up to be lonely and unhealthy in your future.”

On New Beliefs

Arianna Huffington became more intentional with her time: “Before, I separated time into work time and non-work time, and I always wanted to maximize work time. Now I realize that you can’t separate the two — time spent taking breaks, taking a walk, unplugging, meditating — that’s all work time, too, in the sense that time spent unplugging and recharging makes me better, more effective, and happier in my work and in my life.” 

Saying No

Josh Waitzkin, a chess prodigy whose life was the basis for the film Searching for Bobby Fischer, has an extreme take on saying “no” more often: “I say no to just about everything public. I say no to more than 99 percent of professional opportunities that people approach me with.” This is echoed by tech founder Muneeb Ali later in the book: “External meetings should be initiated by me…and not initiated by others.” Now, not all of us are as busy as these people might be, but surely we could audit how and where we are spending our time to be of greater personal benefit to ourselves and those we love.

Regaining Focus when Overwhelmed

Maria Sharapova shared a quote of Hal Boyle’s to help her when she’s feeling lost or unfocused: “What makes a river so restful to people is that it doesn’t have any doubt – it is sure to get where it is going, and it doesn’t want to go anywhere else.”  

Of course there are literally hundreds more answers in the book, and if you’d like to listen to some of them free, you can check some of them out in the short audio series Tim released just for the book. 

In the meantime, it might be a fun exercise to do these questions yourself and share them with your friends and colleagues.  You’ll learn plenty about yourself and them in doing so.

Some 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!

It 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!