Mergers & Acquisitions | A Guide to Selling or Buying a Business

MERGERS & ACQUISITIONS

A GUIDE TO SELLING OR BUYING A BUSINESS

According to a survey by Wakefield Research for SunTrust, about one-third of Baby Boomers expect to transition ownership of their businesses within the next five years. About 77% plan to transition their businesses within the next 10.

With this promising forecast, you may have plans to engage in the M&A market. Our guide is meant to give you tools to prepare for the deal of your life and to ensure you strike the best one.

WHAT'S INSIDE

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SHOULD YOU BUY A BUSINESS?

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HOW TO FIND THE RIGHT BUYER

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6 EXPERTS YOU NEED ON YOUR M&A TEAM

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11 STEPS TO A SUCCESSFUL SALE

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HOW EXPERTS CALCULATE YOUR COMPANY'S VALUE

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5 WAYS TO INCREASE YOUR SALE PRICE

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3 WAYS TO STRUCTURE YOUR SALE AGREEMENT

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HOW TO RAISE CAPITAL TO FINANCE YOUR PURCHASE

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DUE DILIGENCE: THE KEY TO CLOSING THE DEAL

Should You Buy A Business?

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SHOULD YOU BUY A BUSINESS?

Tax deductions critical playersHAS in yourMANY PROS AND CONS. OWNING A are BUSINESS business tax strategy and can help IT'S AN OPPORTUNITY TO

BE YOUR OWN BOSS, CONTROL YOUR DESTINY & INCREASE YOUR NET WORTH. Buying a business will change your life forever. It can be a 24/7 job that interferes with your personal time and family life.

Make sure you consider the financial risk before making this life-changing decision.

42%

WHY? According to CBI Insights, 42% of businesses fail because there's no market need. 29% fail because they run out of cash.

If you want to buy a business, first, contact members of your professional advisory team – your CPA, lawyer, financial advisor, business broker, or investment banker.

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It’s possible that they already have a lead on a business that’s available.

If not, they’ll work with you to help identify a business that suits your needs.

Even after the sale is complete, there are obstacles.

According to the Harvard Business Review, 40-80% of mergers fail to meet objectives. And, a variety of sources quote the M&A failure rate between 70 and 90%.

The reasons for failure can range from leadership incompetencies to acquiring a wrong target to integration problems. If you have an open-eyed approach and a good transition plan, you might avoid this fate.

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SHOULD YOU BUY A BUSINESS?

Use these three guidelines to help you decide if you should buy a business.

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2 3

Identify the ideal company you'd like to purchase

· · · ·

What size company are you looking for?

Are you interested in a manufacturing company?

A service provider? A small company you can grow?

Do you want a company in a mature market? Or one that offers a new technology?

Ask yourself what you bring to the equation that will improve the potential profits

· · ·

Do you have expertise in lean manufacturing that will improve operations?

Do you have relationships that can increase sales?

Do you see opportunities to reduce expenses and improve profitability?

Consider the variables that can undermine your purchase

· · · ·

What kind of culture does the company have?

Will you enjoy being part of it?

Is the management team competent? Are the customers loyal? Is the workforce capable?

How will your purchase impact the future of the business?

If you’ve prepared for the purchase and know what you want out of the deal, you could set up a positive business-owning experience for yourself.

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How To Find The Right Buyer 6

HOW TO FIND THE RIGHT BUYER

There are many reasons why business owners consider leaving a business.

Before making a decision, consider the real reason that’s driving your desire to sell, what kind of buyer you’re looking for, and whether the timing is right.

Perhaps this business has been your life’s work. You started in a basement workshop, and now you have a small, but thriving business.

You’ve invested a lot of your time and money into building the company.

Now, you’d like to free up your assets and enjoy a well-deserved retirement.

Maybe you have an entrepreneurial spirit. You love the excitement of turning ideas into viable businesses. But, you find running a company day-in and day-out to be tedious.

Or you’re ready to start a new chapter for financial or personal reasons. You want to free up your assets for a different investment. Or it’s health-related – it’s time to reduce the stress in your life.

Your rationale for selling will help you identify the right buyer.

Ask yourself... · · ·

Do you want to guarantee the family business remains virtually unchanged?

Are you committed to protecting your employees’ futures?

Do you care more about maximizing your return on investment?

Setting your priorities first will help guide you through the selling process.

Consider potential buyers and the potential pitfalls they could bring.

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HOW TO FIND THE RIGHT BUYER

Family Some owners want to keep the business in the family. They offer their children, or a child who’s been directly involved in the business, the opportunity to purchase the company.

Sometimes they want to give the company to family members. Or, they want to set up a succession plan that enables their children to run the company when they inherit it.

This can be an excellent opportunity to continue a family legacy. It can also cause heartache and broken relationships.

Less than one-third of businesses survive the transition from the first to the second generation. Fewer make it beyond that.

Even when all parties appear to agree, involve a lawyer and an accountant, each with M&A expertise. Ask them to structure the agreement in a way that’s financially appropriate for all parties involved.

They can also help minimize tax implications.

It’s typical for family-owned businesses to make financial compromises to keep the company within the family.

Compromises may include gifting shares to the family, selling the business below market value, or financing the debt over a long time frame to make the transaction possible.

If one family member exits the business while others remain, the company can borrow funds to purchase the outgoing family member’s shares. Then, they pay down the debt as the company continues to operate.

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HOW TO FIND THE RIGHT BUYER

Management / employees

Employee Stock Ownership Plans

Some business owners identify a manager or management team who's interested in purchasing their business.

ESOPs are qualified retirement plans.

Others want to sell to their employees, making employee-owners of their entire team.

They allow business owners to sell some or all of their company stock to the ESOP. This approach enables employees to gain ownership in the company.

This idea has intrinsic value, but also comes with financial complications and potential pitfalls.

A sale to an ESOP can provide significant tax and competitive advantages to the seller, as well as the company.

Remember! Lawyers and competent financial advisors should always assist with financial negotiations to avoid unintended consequences.

ESOPs can be complicated, and the use of skilled professionals in the fields of valuation, legal, benefits administration, and fiduciary responsibilities fields is a must.

Private equity group

Strategic buyer

Private equity groups use investment capital from individuals and institutions to acquire ownership in companies.

A buyer who’s interested in purchasing your business for strategic reasons could be one of your local competitors or another company looking to expand regionally.

You should know that your company may never look the same if you sell to a private equity firm. Their goal is to maximize their return on investment.

They may make financially-driven changes to a business that you may not have considered or may not like to see.

These changes could include selling assets, taking on large amounts of debt, maximizing current cash flow, or combining your company with other similar companies to gain synergies.

What's the advantage of this arrangement? The purchaser understands the industry and what’s needed to make your business successful.

Negotiate with your eyes open.

The buyer may rebrand your business and eliminate overhead redundancies to maximize their return on investment.

These moves could impact the job security of your management team and employees.

Again, think about what why you want to sell to help you identify the right buyer. If you can understand their goals and motivations, it can help you strike a deal that’s advantageous to all parties.

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6 Experts You Need On Your M&A Team 10

6 EXPERTS YOU NEED ON YOUR M&A TEAM

This isn't a do-it-yourself project.

Whether you’re selling your business or planning to buy one, it’s essential to assemble a competent and experienced team.

This team can guide you through the process and help you avoid costly mistakes. Key players on your M&A team include:

BUSINESS VALUATION EXPERTS Business valuation experts are uniquely qualified to assign a value for your business.

If you know what your company is worth, it’ll help ensure you don’t sell for too little or go to market too high. As a buyer, it'll keep you from paying too much.

Understanding the key factors in a business valuation can also help you spot areas for operational improvement so you can increase your company’s value for a future sale.

If you’re selling to family or the management team, a business valuation can ensure a fair price is paid and supported to the IRS.

ACCOUNTANTS WITH SPECIALIZED EXPERIENCED IN M&A Your financial and tax accountants will assist with financial due diligence, help you clean up your financials so you’re well-positioned for a sale, and advise you on structuring the transaction. Each of these items helps maximize your proceeds.

BANKERS OR OTHER FINANCIERS If you need external financing to fund the deal, you’ll need a banker who’s experienced in financing M&A deals. A banker lends funds, but can also help think through risk mitigation and any due diligence issues.

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6 EXPERTS YOU NEED ON YOUR M&A TEAM

LAWYERS WITH SPECIALIZED EXPERIENCE IN M&A

Buying or selling a business is one of the most important financial transactions of your life.

You may already have a lawyer for other legal concerns, but you should also hire a lawyer or law firm that specializes in M&A transactions for this business deal.

They’ll assist with the legal aspects of the negotiation and guide you through the due diligence process. Your lawyer will also draft the purchase agreement and set up any resulting business entities to maximize tax and legal advantages.

BUSINESS BROKERS / INVESTMENT BANKERS

Business brokers or investment bankers can help buyers and sellers, separately, through the sales process.

As a seller, you can count on your business broker or investment banker to identify and prequalify potential buyers, market your company, ensure confidentiality, assist with negotiations, and aid the sales process.

As a buyer, you should request an intermediary’s help to identify businesses that meet your criteria and goals, present purchase offers, and assist with negotiations and due diligence.

FINANCIAL ADVISORS

Typically, small business owners have the majority of their net worth tied up in their businesses. When they sell their company, they need a solid plan to allocate the proceeds.

Hiring a financial advisor is a smart move. Why? Because an advisor can educate you about different investment options. You can rest assured that the money you earn from the sale will grow and be protected.

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ALERT PREPARE YOURSELF FOR A POTENTIALLY EMOTIONAL AND FRUSTRATING ROLLER COASTER RIDE. USUALLY, DEALS INVOLVING THE SALE OR PURCHASE OF A BUSINESS COME TOGETHER AND FALL APART SEVERAL TIMES BEFORE THEY'RE FINALIZED.

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11 Steps To A Successful Sale 13

11 STEPS TO A SUCCESSFUL SALE

1. Advance planning A successful sale involves planning ahead. Work with your team to increase the value of your business before putting it up for sale.

4. Confidentiality agreement Both parties sign a confidentiality agreement before relevant materials are released. Now, the deal discussion begins.

7. Management meetings You (the seller) and the buyer meet face-to-face to discuss the future of the company and gauge compatibility.

10. Purchase agreement

This legally binding contract outlines the purchase details.

2. Targets

Identify potential buyers.

Then, contact them to pitch the idea of buying a business.

5. Prospectus The buyer receives a prospectus, a confidential information memorandum, or an offering memorandum with your company’s history, product descriptions, customer details, financials, and other information.

8. Letter of intent

The buyer submits a detailed offer with a firm price.

3. Teaser Distribute an anonymous executive summary of an available business with high-level information about the company.

6. Indication of interest

This simplified written offer includes a valuation range and lays the groundwork for the deal.

9. Due diligence

The buyer reviews your company's financial information and other records.

11. Closing

The closing is the actual exchange of funds and signing of paperwork for selling the business.

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How Experts Calculate Your Company's Value 15

HOW EXPERTS CALCULATE YOUR COMPANY'S VALUE

A company’s value is the amount a buyer is willing to pay for it. But, a business valuation is the starting point to determine a business’ economic value.

A qualified business valuation professional establishes value by using rigorous industry standards and applying various valuation approaches.

The three main methods used to determine a company’s value are the asset approach, the income approach, and the market approach.

Asset approach The asset approach is a calculation that starts with the current fair market value of assets, then subtracts the fair market value of liabilities.

This approach is also known as the cost approach, the adjusted net asset value method, or the adjusted book value method.

Your valuation expert should include both tangible and intangible assets in his/her calculation.

Tangible assets are physical assets like machinery, buildings, land, and inventory.

Intangible assets are nonphysical assets, including patents, trademarks, copyrights, goodwill, and brand. Calculating their value is somewhat subjective.

Business owners may overestimate their value while buyers may question their worth. The value of intangible assets is usually scrutinized during negotiations and the due diligence process because it’s challenging for both parties to agree on the numbers.

WHY DO DEALS FALL APART? Brokerage firms say that up to 8/10 merger and acquisition negotiations break down during the purchasing process. Top reasons include: of trust and cooperation · Lack during the due diligence process · Surprises impasse about the business valuation · AnFinancing hurdles · 16

HOW EXPERTS CALCULATE YOUR COMPANY'S VALUE

Income approach The income approach values a business based on its potential future cash flow. Common methods for this calculation are the capitalization of earnings method and the discounted cash flow method.

The income approach relies on several assumptions about the existing business and its future cash flow potential.

The seller and the buyer must agree upon these assumptions as the deal is negotiated.

Market approach The market approach determines the value of a company based on the sales of similar companies. It's based on public or private information.

The challenge with this approach is finding true comparables. Your valuation professional may need to adjust certain factors to obtain an accurate appraisal. These factors may include company size, profitability, growth, and leverage.

Should I sell now or build value?

Regardless of the valuation method used, sellers may be disappointed when the valuation process delivers a value that’s lower than they expect.

Your valuation professional can help you develop an action plan to focus your energy where it’ll have the largest return on investment.

But there’s a silver lining.

This allows you to increase the value of your business over months or years before moving forward with a sale.

If you’re not happy with the estimated value of your business, you can delay the sale and take steps to increase its value.

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5 Ways To Increase Your Sale Price 18

5 WAYS TO INCREASE YOUR SALE PRICE

HOW CAN YOU MAXIMIZE THE SALE PRICE OF YOUR BUSINESS AS THE OWNER? Whether you’re on the cusp of selling your company or a potential transaction is years away, it's an important question to answer.

WHY? Because even small changes can sometimes translate into a large sum when you exit.

Many business owners are good at the role they play in their business - usually managing it. But, they may not have a clear grasp of what creates financial value from a buyer’s perspective.

The following five business valuation principles can help shed light on how you can make improvements to your business.

Improvements that can potentially add value when you leave.

Principle 1: Higher profitability will increase the value of your business.

In its simplest form, a business' value is based on the future benefits that will accrue to its owner.

Intuitively, you already know that the higher the cash flow, the higher the benefits to an owner – and the more the business is worth.

Low margins are never terribly attractive; however, if you can show that margin improvement is underway, you may be able to create some additional deal value even if your company has more work to do.

ASK YOURSELF

· · · · ·

How profitable is your firm now (e.g., gross margin, operating margin, EBITDA, net income)?

Does your company compare favorably or unfavorably to industry averages?

What changes do you need to make to be at or above the industry averages for profit?

Which of your products or customers have the highest margin?

How can you reduce expenses in a way that enhances, or doesn’t harm operations?

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5 WAYS TO INCREASE YOUR SALE PRICE

Principle 2: Higher growth increases your company value.

Growth is a core component of value. A buyer will want to understand your company’s historical growth.

How fast have you grown? What was the mix of organic growth versus acquisition-driven growth?

More importantly, they’ll look for clues on how your company can grow in the future during their ownership.

Are the best days behind your company? Have you taken a wild ride to the top, but now the market is saturated?

Or, has your company just proven it’s viable in the marketplace and has a disruptive product with a lot of market share to take? An informed buyer will want to understand how big your company can get and how fast.

ASK YOURSELF

· · ·

How fast is your company growing (e.g., revenue, EBITDA, net income)? How fast did it grow in the last year? In the previous five years?

What’s driving your company’s growth? Decline?

What trends, new markets, acquisitions, etc. can you leverage to increase long-term growth?

CONFIDENTIALITY: A TWO-EDGED SWORD Never underestimate the value of a confidentiality agreement.

If your plan to sell becomes common knowledge, you could reduce your business' value.

Here's why.

Putting your company on the market brings your future into question.

Customers may wonder about your commitment. Management may fear for their jobs and go elsewhere.

Competitors may leverage this information to suggest your business is on shaky ground.

There's an exception.

You may want to let others know your business is for sale. Why? To generate a robust and public sales process that attracts more potential buyers and garners the highest price.

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5 WAYS TO INCREASE YOUR SALE PRICE

Principle 3: Larger size increases the value of your business value.

Why is it that a company doing $500 million in sales can be worth more than adding up 100 stand-alone companies each doing $5 million in sales?

Answer: Large companies often have characteristics and advantages that make them more valuable than their smaller counterparts.

Larger companies tend to have more diversified product lines. They often have more clout with and easier access to suppliers and large customers. Typically, they can lower their cost of capital with easier access to debt markets and the ability to go public.

Large companies also tend to have robust professional management teams, and key company knowledge is spread widely throughout the organization.

All of these factors tend to increase the ability of a larger company to earn more money, reduce risk, or both.

ASK YOURSELF large is your company (e.g., revenue, net income, assets, 路 How etc.)?

路 How can you grow the size of your company? 路 Do acquisitions make sense for your business? can you diversify your company in a way that improves 路 How operations (e.g., management team, customer base, supplier base, product focus, etc.)?

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5 WAYS TO INCREASE YOUR SALE PRICE

Principle 4: Taking on a reasonable amount of debt increases value.

Taking on too little or too much debt can reduce value.

At a high level, your company can be funded by debt or equity.

The cost of the total capital is determined by the relative cost and amounts of debt and equity in your company.

Since debt tends to be cheaper than equity, your firm can lower its total weighted average cost of capital (WACC) by taking on some debt.

Too little debt and a company relies on more expensive equity to fund the business.

x

Too much debt and the risk of default starts to rise dramatically, increasing overall company risk, which reduces value.

A buyer may acquire all the assets and liabilities of your company (e.g., stock sale), or just the assets while carving out the liabilities (e.g., asset purchase).

In the second case, they may not care what your current debt load is.

But, if the buyer is purchasing stock, they’ll be concerned about how heavy your debt burden is.

ASK YOURSELF How much debt does your company have currently?

How much debt can your company comfortably support?

How much would be a struggle?

What would you do with the equity you free up by using more debt?

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5 WAYS TO INCREASE YOUR SALE PRICE

Principle 5: Lower risk increases your company's value.

You’re already aware that many risks that come with running a business.

Common risks include:

· · · · ·

Customer concentration – a large percentage of your revenue comes from only one or a few customers Supplier concentration – your company is at risk of being unable to supply product if their sole supplier can’t deliver for any reason Key personnel risk – a founder holds a disproportionate amount of customer contacts, proprietary knowledge, etc.

Competition risk Risk that the economy or industry will move in an unfavorable way

And, the list goes on. A buyer will want to understand all the risks that are most likely to move the needle for your company.

As a seller, if you can tell the buyer about how you’ve already thought about and mitigated the relevant risks, then the buyer may grow more confident, and your company value can increase.

Ask yourself

· · ·

What are the biggest risks facing your company today?

What risks are unique to your industry?

How can you decrease or eliminate these risks?

These five principles are at the core of a business valuation. And, they map to where an informed buyer will look when pricing your company.

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3 Ways To Structure Your Sale Agreement 24

3 WAYS TO STRUCTURE YOUR SALE AGREEMENT

SELLERS BEWARE! A poorly structured business deal can eat up half of the proceeds of a sale.

Professional assistance is essential when crafting the deal, which includes selecting the right sale agreement.

Even after a general agreement is reached, determining the purchase price of your business isn’t as straightforward as it may seem.

Tell me why.

The purchase price can be allocated into various tangible assets and/or intangible assets and liabilities. All of these have tax implications for the seller and buyer.

It’s essential to select the appropriate type of agreement, especially if you want to maximize profits.

The basic types of sale agreements are:

1 2 3

STOCK SALES MERGERS ASSET SALES Each sale type affects the sell-side and the buy-side of a deal.

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3 WAYS TO STRUCTURE YOUR SALE AGREEMENT

STOCK SALE

ASSET SALE

MERGER

In this agreement, the buyer purchases the stock or equity in the seller’s legal entity.

The buyer purchases specific assets and might assume some of the liabilities of the company, but not the equity.

In a merger, the directors of two companies approve the combination and ask for shareholder approval.

Then, the buyer has the benefit of depreciating assets and amortizing costs to improve the company’s taxable earnings after the transaction.

The word merger is a misnomer.

Usually, sellers prefer this type of sale because the proceeds are typically taxed at a lower rate.

Once the deal is complete, the acquired company ceases to exist.

A merger is a true acquisition.

It also helps buyers avoid inheriting problems such as product liability, contract disputes, warranty issues, and employee lawsuits.

Whether selling your business to a family member or an external buyer, the IRS endorses arms-length negotiations. Third parties handle the negotiations between buyers and sellers.

Arms-length negotiations ensure that both parties are acting in their own self-interest and no individual is subject to extreme pressure or duress.

The unsolicited offer You just received a phone call from a business broker saying they may have a buyer for your business. You hadn't planned to sell, but the idea is intriguing. Ask yourself these questions: WHAT'S MY BUSINESS WORTH? Consider engaging a qualified business valuation professional to see if the offer is in line with the market value.

IS THIS A REAL OFFER? IS THE BUYER QUALIFIED? Don't go through the hassle of putting your business on the market just to see it fall apart because the potential buyer doesn't have financing.

WHAT WOULD I DO NEXT? Do you have ideas for another business? Would you still need (or want) to work? Are you interested in early retirement?

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How To Raise Capital To Finance Your Purchase 27

HOW TO RAISE CAPITAL TO FINANCE YOUR PURCHASE

Almost every M&A deal involves some element of financing.

There are many ways a buyer may raise the needed capital. Each is accompanied by a variety of

PROS AND CONS. PERSONAL ASSETS Of course, your personal assets can be part of the equation. Do you have sufficient cash on hand? Are you able to use assets like your home or other property as equity for a loan?

Personal assets

FAMILY In some cases, family members may be willing to provide financial support.

Sometimes, the seller may be willing to provide financing to get the deal across the finish line.

Family

BANKS Traditional bank financing is also an option. Banks have commercial lenders who are dedicated to working with companies. They can help you through the process.

Banks

MI-SBDC Buyers may find some assistance from the Michigan Small Business Development Center (MI-SBDC). This usually comes in the form of a loan guarantee, which raises your likelihood of successfully obtaining a traditional bank loan.

MI-SBDC

Why? It provides assurance of payment in case of default. The MI-SBDC can help you explore loans, grants, and financing options or assist with preparing loan packages and analyzing financials.

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Due Diligence: The Key To Closing The Deal 29

DUE DILIGENCE: THE KEY TO CLOSING THE DEAL

Every business sale goes through the process of due diligence.

Due diligence is when the potential buyer dives into the details of the business' finances and operations to gain a greater understanding of the reality of the company. And, to reduce risks associated with the purchase.

THIS CAN BE A GRUELING PROCESS. Both parties must be prepared for the intense level of scrutiny involved.

As a seller, the best way to prepare for the due diligence process is to confirm all the information you provide is accurate and complete.

Avoid any manipulations or gamesmanship that skews the data.

Misleading information will be uncovered during the due diligence process.

Inaccurate information will only slow the negotiations and could lead to an antagonistic relationship between you and the buyer that may even kill the deal.

There are a couple of types of due diligence.

FINANCIAL DUE DILIGENCE This is a deep dive into a company's financial data. It can be the most intensive portion of the due diligence process.

It involves an examination of the income statement, balance sheet, and cash flow statement. You may engage an external accountant to handle this work.

Buyers will want to review the accounts receivable, accounts payable, and the general ledger along with a listing of all accounts.

Projections, capital budgets, business plans, schedules of deferred income, security deposits, and all liabilities will be reviewed.

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DUE DILIGENCE: THE KEY TO CLOSING THE DEAL

OPERATIONAL DUE DILIGENCE

This includes a review of products and services that are currently provided and under development, along with complaints and warranty claims.

Buyers will also want to review customer lists and gain insights into current management and employee turnover.

Contracts and customer agreements will be reviewed. Buyers will need to know about certifications, awards, and details like software licenses.

DUE DILIGENCE IS A CRITICAL STEP TOWARD THE END OF A BUSINESS DEAL. As the seller, make sure you’re forthcoming with information to help close the sale.

As the buyer, pay close attention to each piece of information that’s uncovered. It’ll help you determine if this business is still the right purchase for you.

THE EARN-OUT Some M&A deals are structured to include an earn-out. An earn-out allows the buyer to make a certain amount of the purchase price contingent upon certain targets.

Targets are usually financially related, such as hitting a three-year sales or earnings forecast.

For sellers, this is an opportunity to get a higher price for their company by exhibiting strong future performance. With an earn-out, buyers benefit from paying less if the company underperforms relative to their expectations.

An earn-out also allows buyers and sellers to bridge the gap that may exist between traditional financing and completing the deal.

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Mergers & acquisitions are complex transactions. Our experts can help guide you through the process. From business valuations to tax consulting to due diligence services, we'll make sure you reap the greatest benefits from the deal of your life.

ERIC LARSON

Partner CPA/ABV, ASA, CBA, CMA, CFE

616.235.5200 | BeeneGarter.com

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