Main Street News June 2017

Letter From The Chair

LOU VESCIO, IBBA CHAIR

All I can say is “Wow!” the 2017 Annual IBBA Conference was outstanding and one of the best we have had in many years. Great work by all the instructors, workshop leaders, management staff and committee members that pulled of this incredible event.

More good news, we are rapidly approaching our one thousand strong membership goal for the year. In addition, the improving economy and ongoing retirements of the “baby boomer” business owners has created a booming market for business sales, and many of our members are having their best year ever.

Of course, we have much more to come this year! Significant effort is in place to add more online courses as well as offer teacher lead classes around the country with our many affiliates. Plans are in place to offer three-day Education Summits with the Midwest Business Brokers and Intermediaries, and the Business Brokers of Florida, as well the IBBA Headquarters in Cleveland. Carolinas-Virginia Business Brokers Association will offer three IBBA educational courses as well. We will also be offering a special one day program with the Arizona Business Brokers Association in September, which may serve as a model for other affiliate outreach programs. Be sure to check the IBBA Events Calendar at https://www.ibba.org/events/ for all the details and updates.

During the May Board of Directors meeting in Dallas, we asked several members at large to address the Board with how we can improve the IBBA, and they provided some excellent guidance. One area identified was the creation or updating of the more advanced 300 level courses. The Education Committee is coordinating with our sister organization, the M&A Source, to create and update these advanced course offerings, webinars and workshops. We also want to expand our mentoring activities and to identify the new and upcoming instructors and leaders for the Association.

Again, I would like to thank the Board of Directors, all the committee chairs and volunteers, and Ally AMC, our management firm. We accomplished a great deal this year, and we have much bigger plans in the coming year. Our future growth and success is only possible due to our many members and staff that selflessly volunteer their time.

If you have any suggestions on how to make the IBBA better, please call me at 321-255-1309 or email me at [email protected]. I appreciate those of who you have already reached out.

Continued success,
Lou Vescio, CBI, M&AMI, Fellow of the IBBA

Qualifying Sellers: Not All Businesses Should Be Listed

MICHAEL FEKKES; CBI, M&AMI

The adage ‘time is money’ is never more appropriate than in the M&A industry. Seasoned professionals understand that to achieve financial success, the quality versus quantity of the businesses represented is key. In last quarters IBBA newsletter we published an article titled “Identifying Unlikely Buyers to Save Time and Sanity”. This quarter we are publishing the companion article which details ten red flags related to qualifying business sellers as potential clients.

Rarely do we find a perfect business as most contain several flaws. Depending upon the patience, skill, and time that a broker has available, many of these problems can be overcome to achieve a sale. In some cases, the situation is untenable and the opportunity should be declined or referred to a colleague that has the intestinal fortitude to go down the rabbit hole. When qualifying potential seller clients, the broker should be mindful of the following red flags:

1. Unrealistic Price
   When a business goes to market, it should be listed at a price within a reasonable range to its FMV (affording some room for negotiation). As business intermediaries, we are responsible for supporting and defending the valuation when working with buyers, lenders and underwriters. Pricing a business outside of industry norms rarely results in success and creates a situation that is very difficult to recover from as credibility has been lost and serious buyers have already moved on.
2. Creative Accounting
   Many of us have been in this position. We get a meeting with a business owner for an opportunity that is perceived as highly marketable only to find that the books are not clean or well organized. The business owner has run their entire personal life through the company requiring a significant number of P&L adjustments. The business will not qualify for transaction financing and the trust and credibility element are lost. A strategic buyer or competitor (familiar with traditional costs and expenses for a business in this industry) is often the only candidate. Otherwise, an earn out or considerable seller financing might be required to complete the transaction. A seller expecting 100% cash at closing, at a premium multiple, is just not realistic.
3. Sellers of businesses less than a year old
   Businesses that have been existence for less than 12 months are essentially start-ups. The limited track record make these companies very difficult to market for sale. Lack of bank funding and limited history create problems for even the most experienced evaluator. Depending upon the business and industry there could be a willing buyer in the marketplace for a broker with lots of time on their hands.
4. Sellers that won’t accept any seller financing
   Owners of companies that do not qualify for 100% third party transaction financing should be counseled on the necessity for seller financing. Some structures require seller financing such as goodwill in excess of $500,000. Sellers who are unwilling to provide some component of seller financing might not be worth the time and effort. Businesses that are very small can be marketed to ‘cash only’ buyers but as the value increases the likelihood of finding buyers who will/can write the check with no seller carry will decrease.
5. Sellers that have partners they won’t disclose
   Like a buyer prospect who claims to have silent “investors”, businesses with multiple owners can be difficult to sell. In fact, depending upon your local laws you may not be legally able to sell without all equity owners permission. Understanding who the principals are and receiving written consent to market the business for sale is critical. Opportunities without clarity on the ownership should not be pursued.
6. C-Corps and Stock Sales
   Sellers who are adamant about selling stock vs assets create many challenges in completing main street transactions. Marketability, buyer liability concerns, and broker licensure requirements are several of the key issues. If your seller is insisting on a stock sale it should only be considered if the business has non-transferable contracts or because there is a buyer attractive net carry forward loss.
7. Pending litigation
   Past, current, or pending litigation creates an additional layer of complexity in completing a transaction. Sellers need to provide full disclosure upfront. Finding out about litigation during due diligence is usually fatal. This is a case by case situation where the broker needs to have complete information to determine whether representation makes sense. Do not rely on the sellers version of the case. Speak directly with their attorney(s) about the potential risk factors to the transaction.
8. The Seller is the busines.
   Businesses that generate revenue largely due to the personal relationships of the owner create enormous challenges when a business sale is considered. In situations where the seller ‘is the business’, a comprehensive transition plan is required and likely, a structured payout.
9. Customer Concentration
   High levels of customer concentration impact the salability of the business should the seller not be willing to accept a deal structure that mitigates the buyer risk such as contingent payments, earn-outs or escrowed funds.
10. Commercial property issues
    Commercial property is almost always a component to business sales; it is either leased by the buyer or purchased. Landlords who are unwilling to provide either a new lease to the buyer or assign the current lease waste lots of time and could jeopardize the business sale.

There are very few business sale transactions that are quick and easy. It is likely that a transaction will involve at least one of the issues we have detailed. Clear, direct, and upfront communication with the business owner regarding the challenges, is essential. With reasonable parties at the table, many of these obstacles can be overcome. When the hurdles are too large and when the seller is not willing to address the problem or provide the necessary concession, it might be best to walk away from the opportunity all together.

Michael Fekkes is a Senior Broker at ENLIGN Business Brokers in Nashville, TN. Michael is a Certified Business Intermediary [CBI], a Certified Exit Planning Advisor [CEPA], Chairman of the International Business Brokers Association [IBBA] – Communications Committee, as well as a former business owner. He can be reached at 910.691.2202 or [email protected]. –ENLIGN Business Brokers is a Professional Services Firm serving the Southeast that is headquartered in Raleigh, NC providing business intermediary services ranging from valuation and sale to exit & succession planning strategies.

Upcoming IBBA Learning Webinars

2017 IBBA Mid-Year Report

June 14, 2017
12 pm EST
Are you interested in learning more about what the IBBA has in store for the future and how the association is performing this year?
Join IBBA Chair, Lou Vescio, and Executive Director, Kylene Golubski, as they review and discuss the IBBA’s strategic vision, goals and performance. Learn about how far we’ve come AND what lies ahead in 2017!
We welcome all those in the profession to attend and learn where the IBBA is going in the year ahead, and beyond!
REGISTER HERE

Financing Larger Main Street Transactions With SBA Loans

July 12, 2017
12 pm EST
Increase your deal closure rates by attending this this webinar as Steve will discuss the ever changing SBA rules for 2017. He’ll provide a few creative options to address them along with some workarounds. The topics will include specialty licensing, creative seller notes, earn-outs and the required franchise addendum, amongst others. SBA rules changed again on January 1, 2017 and Steve explains how to utilize them for the highest level of success. If you include financing in your transactions then you’re sure to pick up a few tips to help close more deals.

Congratulations to our 2017 IBBA Board Award Winners!

The following 2017 IBBA Board Awards were awarded at the 2017 IBBA Annual Conference in Dallas, TX last month. The IBBA commends the following individuals for their hard work, dedication and commitment to the organization and the business broker community.

Fellow of the IBBA – The Fellow of the IBBA award was designed to celebrate the contributions of loyal, long-time members of the IBBA. This highly coveted and lifetime award is awarded to individuals who have been a member of the IBBA for ten years or longer, hold their CBI designation, and have made significant contributions to the association by serving as a director, committee chairperson, presenter or instructor at a conference, or various other association activities. The following individuals have not only met the criteria, but have in some way contributed much of their time and energy to serve the association for the betterment of the members.

Tom West Award – Tom West is one of the founding fathers and was the first professional manager of the International Business Brokers Association. In the late 90’s, the Board of Directors decided to establish an award in his name. To win the award, recipients must show outstanding communication and promotion of the goals and ethics of business brokering. Recipients must aim to enhance the public image of the business brokerage profession by promotion of the association/profession through any form of communication.

IBBA Advocate of the Year – The Advocate of the Year is a new award introduced last year as part of the Member Excellence Awards.
The IBBA Advocate of the Year is bestowed upon one industry professional who has gone above and beyond to not only help the IBBA continue to be successful and grow as an organization, but also helps individual members grow and continue to be successful as well.

Lifetime CBI – Lifetime CBI status is bestowed upon CBIs who have been a member of the IBBA for a minimum of 15 continuous years, and have held the CBI designation for a minimum of 12 continuous years. Congratulations the the individuals below on earning their Lifetime CBI status.

Congratulations to our 2016 IBBA Member Excellence Award Winners!

Twenty-nine business brokers from around the world were recognized for their excellence with awards from the International Business Broker Association (IBBA). The awards were presented at the 2nd Annual Member Excellence Awards Gala during the IBBA’s annual conference in Dallas on May 6.
Awards were given in the following seven categories: IBBA Outstanding Producer, IBBA Top Global Producer, IBBA Chairman’s Circle, IBBA Deal Maker, IBBA Deal Maker of the Year, IBBA Closing of the Year and IBBA Advocate of the Year.

“It’s important to recognize those individuals who are worldwide leaders in the business broker industry and who display the high standards of skill and excellence that the IBBA promotes,” said Lou Vescio, IBBA Board Chair. “The IBBA Marketing Committee, which reviewed the applicant’s entries, had a difficult time selecting winners because of the high caliber of many of our IBBA members.”
Learn who won IBBA Member Excellence Awards by clicking here.

New Member Section

Welcome to our new Members of the IBBA family!

CBI Requirement Change

If you have not yet passed the CBI you will want to read this!

June 14, 2017
12 pm EST
Your Board of Directors has approved a requirement change to the prestigious CBI credential. Effective immediately after the 2018 IBBA Annual Conference, any member who has not completed all of their educational requirements and passed the CBI exam will additionally be required to show proof of three completed going concern business transactions where the candidate represented the seller. Buyside transactions do not qualify.
If you have not already completed your CBI requirements, you have until 05/07/2018 to do so and avoid the completed transactions requirement. Any member who has not completed all requirements and passed the CBI exam before 05/07/2018 will additionally be required to show proof of three completed going concern business transactions where the candidate represented the seller prior to being awarded the CBI credential.
The completed transactions may be completed before or after the exam and all sellside transactions (before or after) are eligible.
Any questions may be directed at Jeff Snell, Credentialing Chairman at [email protected].

Get Connected to the IBBA!

Mollie Horning

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