- February 01, 2014
Register now for the 2014 IBBA Spring Conference, to be held June 2 – 7 at the Cosmopolitan of Las Vegas. Enjoy a brand new format of interactive discussions centered around increasing your deal pipeline and attracting better clients. In addition to the new Mastermind Sessions, take one of ten educational courses taught by veterans of the industry, attend traditional workshops on subjects of deal case studies and tax updates, experience entertaining keynote presentations, and interact with industry service providers in the Main Street Marketplace.
“I can undeniably state that without an IBBA education, I would have never closed that transaction.”
– Cress V. Diglio, IBBA Incoming Chair
“I’ve actually closed deals I would not otherwise have had a chance to by coming to IBBA conferences.”
– Steve Wain, IBBA Chair
Steve Wain, CBI, M&AMI
The Time to Act is Now!
This year is promising to be a banner year for the IBBA and our industry.
We have listened to you, and our upcoming June conference in Las Vegas will be one of the most memorable in recent times, principally due to the new underlying format we have instituted this year: best practices. Instead of only offering the typical traditional workshops and educational courses, based upon member comments and emerging trends in the meeting planning industry, this year we are going to help you be more successful.
IBBA courses and workshops play an important role in helping each of us learn the craft we’ve chosen to pursue. However, as even new business brokers will admit, real world experiences trump almost any other type of classroom knowledge we can receive. The IBBA Mastermind Sessions will provide a best practices discussion that will allow you to learn from others on areas that will get better clients and listings at the Spring Conference, and give you experiences on how best to get your listings to close at the Fall Conference – two distinct but highly relevant areas that are crucial to your business success.
For years, people in the industry question why I always go to IBBA conferences. The reason is simple — I’m looking for that next nugget of knowledge that will help me close at least one more deal, or introduce me to someone who I otherwise would not have been exposed to that allows me to close a deal. This is still true to this day—even more so now than in the past.
Seasoned business brokers and intermediaries will be able to gain a virtual treasure chest of information, experience, and knowledge of what works and what doesn’t work at the conference. Look at it this way—if you learn one thing that helps secure a listing with a potential commission or success fee of $50K to $100K+, how much would you value your IBBA and/or M&A Source membership and conference attendance then? I’ve actually closed deals I would not otherwise have had a chance to close by coming to conferences.
Case in point—a few years ago, I closed a mid-market transaction because a PEG actually corralled me as I was going down an escalator after I came out of a conference session I just attended. That chance meeting came about because the PEG heard about me from other business brokers and intermediaries attending the conference, and the PEG came to our conference in the first place because they heard it was the place to be. Fast forward to six months later and that deal closed. Not only did we earn a handsome success fee, we developed a great relationship with the PEG! I can promise you that with that success fee alone I’ve paid for more IBBA and M&A Source conferences than I will ever be able to calculate. As my practice has grown, I continually gain great education, contacts, and referrals from members of the IBBA!
The knowledge I gained from the IBBA and M&A Source was instrumental in making me successful and allowing my practice to grow. The experience that many of the other professionals have learned is extremely valuable—whether you are a new business broker or a seasoned veteran, the Mastermind Sessions at the 2014 IBBA Spring Conference is going to be a game-changer for attendees. Don’t miss it! Registration has opened early to accommodate a larger-than-usual number of attendees, and we will manage the size of the conference to ensure that everyone gets an optimal experience by attending. Register now to secure your place. Don’t gamble away your future.
The other way we need you to act is by supporting the industry’s Campaign for Clarity. You’ve heard this message many times before (unless you live under a rock) and will continue to hear from us. We need your active support to get the bill currently in Congress passed that will protect your future and livelihood. This affects you. It affects not only how you earn your income but will also impact how the marketplace will look at you as a professional intermediary and business broker going forward. We need your active participation in contacting Senators and to donate or make a small pledge against future earnings in order to pay the professionals we have hired to get this over the line. As many of us can attest, the money you give will be a great investment in the security of your future. Remember, the No-Action Letter we recently received from the SEC is not an answer. We need our bills enacted into law!
Starting next month, I will begin to provide a sneak peek of areas we are working on that will help you in your practice and allow you to be more efficient in promoting your business.
The market is coming back. More and more professionals are now beginning to join the IBBA. Stand out from the crowd and actively participate in your association. We are here to help you grow.
Don’t forget to register now, and I hope to see you all at the Cosmopolitan in Las Vegas this June for the IBBA Mastermind Conference!
Welcome to the new IBBA!
Scott Bushkie, CBI, M&AMI
I have attended 30 conferences in the last 16 years. The education and workshops are second to none, but another key reason I come back is because the other attendees are willing to share their “secret sauce” or best practices unlike my broker friends in my local M&A association. The time spent conversing with other professionals and sharing best practices around the bar or over the dinner table is just as valuable as the time spent in the classroom – that’s why I keep coming back to IBBA conferences.
Now imagine if you could encapsulate these impromptu conversations within a full day event with a group of industry professionals who are passionate and experienced in the topic categories that you care about most. That is the “open source technology” concept.
Attend a different session each hour that you have an interest in learning more about. If the session is not what you were expecting or you gained as much great information as you think possible, then follow the “Law of Two Feet” to get up and go check out another discussion group of interest to learn from them as well. Be actively involved in your own education; gain relevant information through spontaneous interactions versus the traditional information sharing of a speaker spouting research and information to an audience.
Worried topics that interest to you won’t be covered? Fret not! Participants indicate the discussion topics by noting their idea(s) on a public billboard; if others find the topic to be interesting, these participants will convene in a meeting space to begin sharing. Pick the topics that are most interesting to you and hop from session to session to find the topics that fit best with your interest and business pipeline. Some potential topics include: utilizing LinkedIn to land more clients, creating the best website for your firm, getting better listings, and building your brand on a shoestring budget.
All topics will be timely and fresh because they will be identified by you and your fellow attendees. Discussions are based on what participants care about and what professionals are doing today to be successful in business versus five years ago. Whether you are a broker with 20 years of experience or someone new to this field, the Mastermind event is not to be missed; participants will not get an opportunity to participant in open forum sharing at any other industry event.
This conference is sure to put real dollars in your pocket by helping participating intermediaries land those baby boomer business owners who are considering selling as a client versus your competitor down the street. Attendees will only be able to get this kind of information at the IBBA Spring Conference in Las Vegas. The IBBA fall conference in Austin, Texas from November 17 – 22 will function as “Part II” by building upon the theme of “now that you have the ideal pipeline, these best practices will get the deal closed successfully!”
Cress V. Diglio, CBI, M&AMI
In our business, we often associate value with a dollar sign. When determining whether to join the IBBA and take the educational courses needed to obtain the CBI designation, most people begin by calculating the total investment. Simply put: how much will this cost? Most people then begin to rationalize whether or not it is worth the investment. More often than not, the people that choose not to invest in themselves don’t survive in this business. If they do survive, they never reach their full earning potential. That doesn’t mean you can’t survive or earn a high income without education. There are exceptions to every rule but statistics never lie.
The number one question I receive from potential IBBA members is, “what is the value of joining the IBBA?” Without hesitation my answer is always education. It is my firm belief that if someone wants to be a business broker they should join the IBBA and strive to become a CBI. The CBI designation is the symbol of excellence in our profession. On more than one occasion an individual has responded with comments such as, “you have to say that because you are on the IBBA Board” or “I hear what you’re saying but I don’t believe I need an IBBA education to be successful.” I even had one person challenge me to prove it. To his surprise I simply asked him if he had a few minutes and I would gladly prove to him the value of an IBBA education. I shared with him a story that I am happy to share with you today.
I was involved in a transaction that would be considered a high-end main street transaction. I was working with two buyers for several years and finally found them the perfect business. It just so happened to be a business that I had listed. I immediately disclosed them on the business, set up a meeting with the seller and had an executed contract within one week. I would like to believe my IBBA training was the main reason I received the listing and had the business under contract within one week but that could be construed as conjecture. The buyer’s CPA was completely satisfied with due diligence. The SBA lender expressed to the buyers that they couldn’t remember the last time they were presented with such an incredible business and qualified buyers. Everything was going smoothly—too smoothly for my liking. Could this really be the dream deal where nothing goes wrong? No!
I just so happened to be attending an IBBA conference when I received the dreaded “call me” text from the banker. I quickly called him and to my dismay learned the deal was dead. I fully expected to run into a few issues but nothing that I couldn’t overcome. What went wrong? I have qualified buyers, a business with immaculate books and records and motivated sellers. He informed me that the business valuation was completed and the value was $550K less than the contract price. I scratched my head in disbelief and asked if he could share the valuation with me. After reviewing the valuation I realized there were some major discrepancies between my valuation and the independent valuation company. I requested to speak with the valuation company and my request was granted. The gentleman that valued the business was open to discussing the valuation but made it very clear that it probably won’t make a difference.
The biggest hurdle in this valuation was the current year projection. The transaction was taking place during the middle of the summer and it required annualizing the businesses earnings for that particular year. I recast the tax returns for the previous four years. I then annualized the earnings for the current year. There was a big difference between my annualized numbers and the valuation. I proceeded to ask for the P&L statements for the same time period of the previous four years. I prepared an excel spreadsheet to compare the six month statements to the year-end totals for each year. I was able to calculate the percentage of sales completed during the six month period in relation to the final 12 month totals. The six-month total of sales for all five years was within one percent of each other. That made it easy to annualize the sales and make a strong argument that was safe to project the business sales for the remaining six months of the current year. I did the same thing for cost of goods sold and operating expenses with similar outcomes. When I presented my work to the valuation expert he agreed with all of my adjustments based on the facts. Two days later I received a call from the bank informing me the deal was alive with one condition. The revised valuation came in $40K under the contract price and the seller would be required to carry a note for the difference or the buyer could bring additional money to the closing.
Unlike the statement I made earlier about my IBBA education being responsible for the listing, I can undeniably state that without an IBBA education I would have never closed that transaction. That transaction allows me to place a true value on IBBA education. If I were to take the cost of my IBBA membership, education and membership and multiply it by 20, it still wouldn’t equal the commission I received on that one transaction. Most business brokers would have lost the deal when the banker said it’s dead. That is the value of a CBI and an IBBA education!
The person that challenged me to prove the value of joining the IBBA and earning the CBI designation accepted my answer on face value. Today he is a proud member of the IBBA and a CBI. He credits his IBBA education as the key to his great success in business brokerage.
What is the value of an IBBA education? You tell me!
Andy Cagnetta, CBI
Your industry needs you. We are asking for your help. We do not ask often, and we may never have this chance again. We are asking you for things you can do simply and easily.
It is time to take action now!
Jessica Hadler Baines
This month, I wanted to talk about closing deals with buyers who are out of town or even out of the country. As many of you know, I work mainly with buyers from out of state or those abroad wishing to obtain visas to America via business investment (most notably the E-2 visa).
So, you have a listing and a financially-qualified buyer but they live thousands of miles away. How do you work that deal? When do the buyers fly over to see the business? How do you best manage your time and work toward collecting your fee when the buyer is two or three time zones away? Some of my colleagues refuse to even entertain leads so far away—thinking it’s a headache and not worth the time. Well, my practice has made these scenarios work, and most importantly, made them close.
Sellers depend on us to procure prospects without wasting their time, and buyers depend on us to find them the right business without unnecessarily wasting both their time and money for due diligence fees and other costs. With an out-of-town buyer, their costs can be dramatically higher with airfare and travel accommodations added to the list.
How I match these two parties has changed over time as technology has improved, and for the most part we now structure deals remotely prior to the buyer flying over to meet the seller.
With a customer abroad we communicate mainly via email, reviewing listings to check budget, skill set and whether or not the listing may qualify for their visas. As we identify a few listings that might be a match, we kick off the courtship with conference calls with the sellers. You know how they say one can learn so much about a child by speaking to his parents? The same is true with a business when speaking with the seller. Both parties speaking on the phone can be an incredibly effective way to first establish whether or not there is a match, and manage everyone’s time. It’s just a phone call, right?
With buyers from out of town, we take this approach before we ask them to hop on the plane. We’re able to narrow the listings out there to one or two that might fit.
Deal structure. Now, each business is different, but if it’s a home-based business or one with premises where we can provide the buyer ample photos or video tours of the business, I often encourage the buyer to submit an offer literally sight-unseen (though not without establishing a rapport with the seller first) if they feel this is the right opportunity for them. However, we do include the contingency in the offer that during due diligence, the buyer can come over and meet the seller and see the business.
Why we do this: Are both parties even on the same planet when it comes to price and terms? I ask buyers: why fly across the planet to look at a business if your offer will end up being nowhere close to what the seller is willing to consider? Let’s not waste time. Rather, let’s see if an initial meeting of the minds can be established remotely before you book that last minute, ridiculously-priced plane ticket. Your buyers will thank you.
Case study. I have a $165K lawn care business I listed in January here in Florida, and we just went under contract this week with a buyer from England whom I have not yet even met. Over the first week of courtship, we had two conference calls with the parties, and when both decided it was a good match, we spent the following week negotiating terms via email and phone. We got there in the end, and the buyer just wired their deposit and will be landing Thursday to meet the sellers whilst due diligence is under way. The sellers are more than receptive to meeting the buyers – the time spent showing the business was bypassed and they’re meeting the family they plan on closing with. Everyone’s on the same page and plan on moving forward to a successful closing.
It’s true that not all deals can be done over the phone, and that sometimes due diligence doesn’t pan out whether the buyer is local or a million miles away. I also know some intermediaries do not care for this approach and prefer that buyers see the business in the flesh before advising the seller to consider any offers.
It’s a good option to consider if you have a qualified prospect who isn’t a local. As intermediaries, it can mean less time in the car, less time in showings, and more time on the phone building business. I think my final thought it this: even with the Internet, email and all the new technology available to us, our most important sales tool is the spoken voice. When you receive a lead, get on the phone, and you’ll go miles.
Wishing you all a wonderful month and the very best of success!
Doug Robbins, CBI, M&AMI
Private Equity Groups (PEGs) really started to grow during the early nineties. According to Wikipedia, as of June 2013, there were 2,797 Private Equity Groups operating in the United States owning 17,477 businesses, and employing over 7.5 million people.
PEGs are really an American phenomenon: of the top 50 PEGs in the world, 34 are US-based; and of 255 significant PEGs worldwide, 190 are US-based.
Investing organizations such as pension funds, private foundations, municipal governments, etc. have to invest their monies in order to achieve their various missions. Traditionally, they invested in the public stock markets, mortgage funds, bonds, large projects and sometimes in larger private companies.
As an intermediary, I met my first PEGs in the mid-eighties and at that time (and well into the nineties), found that they were all pretty much all the same, looking for:
Concurrently, as time evolved, discontent grew within publicly-traded companies by those investing becoming frustrated with:
It is also important to recognize that taking a company public is now a very expensive process and the annual compliance costs are enormous. The result is that the public arena is no longer a place for the owner of a small- or medium-sized company would go to look for growth capital.
It is interesting to note that today there are fewer publicly-traded companies than there were at the turn of the century, only 14 years ago.
We all know that the banks can be frustrating to say the least, and often are of little help without personal guarantees, outside collateral support, a mortgage on the family home, a spouse’s guarantee, or outside support such as government guarantees (SBA).
Capital to grow a business can be elusive:
So where should one go if one wants to grow his/her business and needs capital?
The PEGs are providing a vehicle for the investors thave greater input into the operations of the businesses they are investing, and are becoming the new source of capital for the mid-sized businesses.
A business needs three things to be successful:
PEGs are formed by securing a commitment from a funding source(s) and are similar to mutual funds that invest into specific kinds of public companies. The PEG invests into a particular class of business that meet the funding source’s objectives. The investors look to the PEG for business acumen, competence and knowledge in a specific sector, management style and skills. The PEGs charge an annual ”service” fee to manage the investment and to oversee the company where the money is invested. Their fees usually include a bonus based on the eventual growth in the overall value of the investment.
Generally the ”funds” are to be repatriated in seven years (the sunset period) and they would begin to think about selling their investments in about five years with most funds to be fully repaid in nine years. While banks are pretty much the same, due to process and regulation, PEGs now come in many styles, shapes and colors, and one size no longer fits all. Finding the right PEG is probably the most frustrating part of the process.
One of the newest PEG offerings/services is recapitalization programs.
We just completed a transaction:
Along came a PEG who offered to:
This was a happy outcome for both the PEG and the client (and Robbinex too)!
There are as many variations to this model as there are blades of grass in your front yard; with each situation being unique, and each transaction structured to meet the needs and aspirations of all the parties.
Today, money is quite plentiful to the point it is becoming a commodity, and the PEGs are becoming a conduit to that money. What is the typical PEG looking for? Only two things:
A product or service that is in demand, that generates a profit, with potential to grow
PEGs have become a major force in the acquisition and investment arena, and if your client does not qualify for SBA guarantees, I would strongly suggest that serious consideration should be given to working with a PEG when looking to sell a client or to assist a client in some other form of transition.
Tales from Doug’s book: “You Can Always Sell Your Business”
Clyth MacLeod, Lifetime CBI
2014 is here. The Year of the Horse—a year for fast victories, unexpected adventure and surprising romance.
All the indications are that this will be a strong year for our economy—construction booming in Christchurch and Auckland, net migration rising, dairy exports healthy, unemployment falling, and the NZ dollar remaining high. It’ also in its election year, so the bribes are already started. The only concerns are off-shore… Australian, Chinese, and European economies.
We are already off to a fast start for the year with record sales for January and a flow of new listings. We still need more!
Bits and Pieces
1) Career opportunity
Position available as business broker to join our professional team. Full training and management support. Commission-based with opportunity to earn high income. Interested? Talk to Glorianne Campbell or Clyth MacLeod.
2) Seminars / webinars
We are offering our ever popular Buying and Selling a Business seminar evenings for FREE through Community Education programs in West and East Auckland in March (Contact us for details), and a Webinar in April for the Restaurant Association on Preparing your Business for Sale and Maximising the Price you receive.
3) Big and small, we sell them all!
Yes, we do sell a lot of smaller businesses – momma-and-poppas – because we are a nation of small businesses. 98% of NZ businesses employ less than 20 people. Most of these are people “buying a job”, gaining independence, and pride of ownership. To help these businesses we keep our fees real low (compare other brokers), provide a full marketing program for free, and still offer a service guarantee.
But, we also sell a good number of larger businesses (in the $500,000 to $10 million price bracket) where the owners benefit from our 50 years’ experience and the strength of our professional team.
These strengths include valuation expertise, negotiating skills, marketing ability, and extensive networks.
Keith McLeod, Lifetime CBI
Passing the Torch
The Olympics have ended. We watched and cheered our young men and women as they competed with the rest of the world. I believe everyone who participated was a winner. With the closing ceremony there was a passing of the Olympic Flame to the next host country. Beginning in March, I am passing the newsletter torch.. The new IBBA Newsletter Chair will bring valuable changes for our readers. Any shortcomings in the past I am responsible for; however, the quality and strength of our publication in the past has been the contributors. They are the winners just like our Olympic competitors. If you find something meaningful or valuable from the articles you’ve read, send the authors a thank you. They make a considerable effort to share their knowledge and add value to your practice.
Some history of the evolution of our monthly newsletter—November 2011, I was elected to the IBBA Board of Directors. I asked Pino Bacinello, the Incoming Chairman, if he had any particular task for me. “Not at this time,” he said. I suggested creating a monthly newsletter. He was pleased and said, “Go ahead.” When I announced it to the previous management company I was told there wasn’t enough information for a monthly newsletter. Beginning in January 2012, I launched our monthly newsletter and one has been issued every month. Maybe that was just another reason we replaced the management company with Meeting Expectations (ME). I began by introducing you to the IBBA board members, the new management company and featured technology, marketing and membership each month. Steve Wain, Scott Bushkie and Marcie Woolworth found time each month to highlight their Chairpersonship to our readers in these areas. The remarkable Clyth MacLeod of New Zealand provided an international presence each month. Clyth and his team have done over 8,000 successful transactions. New Zealand has a population comparable to Phoenix, to give you some perspective. Doug Robbins shared his wisdom with meaningful and thoughtful articles from Canada. Having been an IBBA member since 1985, I’ve encountered some remarkable brokers and intermediaries. I called on them to craft their comments in our monthly Member Spotlight section.
When I launched our newsletter I promised there would be changes and improvements. That has occurred. For those who would like to review previous issues you can go to our resources page. ME has been like a breath of fresh air for the IBBA Board and Association members. While I submit member articles to Simone Shahdadi of the ME staff, it is her magic that packages and dresses up the newsletter you receive—thank you, Simone!
As Bob Hope said, “Thanks for the memories.” Sinatra sang, “I’ll be seeing you in all those familiar places,” and Beatles George Harrison composed,
“Sunrise doesn’t last all morning
A cloudburst doesn’t last all day
Seems my love is up and has left you with no warning
It’s not always going to be this grey
All things must pass
All things must pass away
Sunset doesn’t last all evening
A mind can blow those clouds away
After all this, my love is up and must be leaving
Its not always going to be this grey
All things must pass
All things must pass away
All things must pass
None of life’s strings can last
So, I must be on my way
And face another day
Now the darkness only stays the night-time
In the morning it will fade away
Daylight is good at arriving at the right time
It’s not always going to be this grey
All things must pass
All things must pass away
All things must pass
All things must pass away”
Mar. 27 Course #107 & #117 (Austin, TX)
Apr. 3 Course #158 (King of Prussia, PA)
Apr. 6-9 IBBA Spring Educational Summit (Orlando, FL)
May 15 Course #421 (Casa Grande, AZ)
May 19-20 Course #301 & #345 (Clearwater, FL)
Jun. 2-7 IBBA Spring Conference (Las Vegas, NV)
Sep. 8-12 IBBA Fall Educational Summit (Dallas, TX)
Nov. 17-22 IBBA Fall Conference (Austin, TX)