- March 01, 2013
Registration is now open for the 2013 IBBA Spring Conference and Main Street Marketplace, to be held at the Hilton Anaheim in Anaheim, CA, June 11-15, 2013.
The IBBA has prepared an educational agenda and new courses to address the new and evolving world of business brokerage. This year’s conference will feature a total of eight courses, two keynotes, and a variety of workshops. Of the eight courses, five are brand new and one is recently revised specifically for this conference. The planned keynotes will address the state of the economy and the SBA. There will also be the Main Street Marketplace, where you will meet many new resource partners who can help your business become more profitable.
For the most up-to-date information about the conference, please visit the IBBA website. We look forward to seeing you in Anaheim!
George Lanza, CBI, M&AMI, CSBA, MEA
2013 IBBA Chairman of the Board and Chief Governance Officer
Why Am I an IBBA Member?
We are winding up the first quarter here in the next few weeks, and we have continued to see much growth, anticipating what the second quarter will bring us. As I recall the opportunities we have had this past quarter and the many successes in our business overall, I’m reminded of the time we have invested in building relationships, the benefits we’ve received from our experiences, and recognizing our accomplishments. But what exactly do these have in common that would bring success and growth to our business? Yes, you guessed it—being an IBBA member.
The IBBA has helped us develop long-lasting business and personal relationships. Being members of the IBBA has allowed us to increase our network of professional contacts, giving us the opportunity to reach out to others for collaboration, assistance and exchanging client referrals. From these professional relationships, many have stemmed into cherished personal friendships. “Thank you Jim Afinowich for the $3.1 M referral. We have engaged!”
A large component of the experiences and accomplishments we have achieved over the years is directly related to attending IBBA conferences. By participating in educational courses and workshops offered at the conferences, we have been able to fill our business toolbox with techniques, ideas, contacts (PEG’s), and knowledge from many trusted instructors and colleagues. The benefit of using the skills and techniques learned from the courses and the ideas exchanged from the workshops has helped in maximizing opportunities, bringing more deals to closing, and propelling our business! I can sincerely say that the commissions earned from IBBA member referrals, has covered our dues for several life-spans.
If you have not yet renewed your membership I strongly encourage you to do so. Or if you are still contemplating becoming an IBBA member, please take some time and visit the NEW IBBA website and familiarize yourself with the membership benefits and the potential of growing your own professional and personal network.
Once you have renewed your membership or become a new member be sure to check out the 2013 IBBA Spring Conference information. Then, register for the conference and attend as many courses and workshop as you can. You can take the CBI exam and obtain your CBI designation. Strengthen your network and watch your business grow! Join IBBA!
We look forward to seeing you in sunny California at the 2013 IBBA Spring Conference in June!
Karl Kirsch, CAE
Executive Director – IBBA
New IBBA website launches
We are pleased to announce the launch of the new IBBA Website. Several months in the making, the website is intended as a portal to provide assistance to members, buyers and sellers in the public facing areas. And it is intended to serve as a resource for members in the member only areas.
Please take some time to review the site and give us your suggestions on how we might improve it. As it is now, this is the phase one level roll-out with a phase two planned to provide even more advanced features to help your business be more successful.
Be sure and login and review your membership record to ensure the information is correct. The web site roll-out included a new back-end database that houses your personal membership record and records your activities with IBBA. Checking your records will be an important step in order to be sure everything is in order when you go to renew your CBI or register for a conference.
We look forward to hearing your feedback.
Join us for the IBBA Spring Educational Summit, April 14 – 17, 2013!
Attending IBBA’s Spring Education Summit is a great opportunity to earn 32 credit hours from courses that are required to attain your CBI designation. Taking place April 14 – 17, 2013 at the SpringHill Suites Buckhead in Atlanta, Georgia, the Summit will offer the following courses:
This may be your last chance to complete these courses before the next CBI exam offering, which will take place at the IBBA Spring Conference June 11 – 15 in Anaheim, California.
Kevin Dempsey, CBI, CMC, CMEA
M&A Source Chairman
Do You Want To Do Larger Deals?
Are you interested in doing larger business deals? You may be asking yourself, “Just how do I make the transition?” With the help of other M&A advisors! I am referring to other intermediaries, attorneys and accountants that specialize in M&A and certain financial planners.
First, I recommend attending the M&A Source Conference where you will meet intermediaries who are already doing larger deals. You will find that most M&A Source members are willing to share with you their experiences and how they entered the M&A arena. There also are several education courses you can take regarding many aspects of M&A. Some cover the basics and some cover cutting edge topics.
Your next step is to put together an M&A group of advisors. This is critical to being able to sell a company making EBITDA of one to five million or more.
In addition to you as the intermediary, there needs to be other M&A advisors to assist you. Find an M&A CPA firm in your market that does several deals a year. They are necessary to educate the seller about tax consequences of the sale and things that might need to be done before going to market. We often see tax consequences of the sale of the business cut in half or reduced to nearly zero as a result of good planning. This will really help you sell the company closer to market value.
Introduction and engagement of an M&A attorney is the next advisor that clears the path to a smooth due diligence. In the larger deals, you make no attempt to prepare purchase agreements. This needs an expertise in legal M&A.
Also, if necessary, legal issues should be resolved and planned for before going to market. A good legal education before there is a LOI about warranties and representations, security for notes and employment agreements can result in a quicker closing. Perhaps this will allow for a larger note or even an earn-out to close the gap between what the seller needs and what the buyer offers.
The effective use of a financial planner is also important to getting a deal done. Exactly how the seller will be able to replace his business income after the sale needs to be discussed and determined. Perhaps the seller does not need as much as he thought from the sale of the business.
Putting together an M&A team that you direct is critical in doing deals in this economy. Not to mention what a great source of referrals they can become for you.
Scott Buskie, CBI, M&AMI
Marketing Committee Chair
The Q4 survey is complete and if you don’t already have a copy of it you can get it here. If you participated in the survey you should also be receiving a press release you can send to your local newspaper or business magazine along with a “how to” guide to give you the best chances of getting your news release published. The news release will again have a spot where you can just add your name and company name to show you are the industry expert in your region.
We will also be kicking off the Q1 Market Pulse Survey April 2, so please take 5-10 minutes and compete the survey.
We are working on three videos currently. One will be a promo video for the upcoming conference—it will highlight the hotel and surrounding area (which will look very nice as I look out my window at a large snow-bank and 34 degrees!!), the five new courses only available at this conference and the ability to fast-track your CBI designation at this conference.
We are also creating two additional videos that members and CBI’s can use to send to their clients or put on their websites which will help differentiate them from their competition. We are hoping these will be done by the June conference and only for those that attend the conference, you will be able to do a short intro/customize the video to make it yours for only $150. A professional video like this would cost $3,000–$4,000, not to mention the time it would take to produce. Make sure you take advantage of this opportunity. For those that do, you will also get a professional head shot photo session at no additional cost (value $75).
Again, our mission is to make our members more money, land more deals and have a more sustainable successful business!
Marcie Woolworth, CBI, FIBBA
Membership Committee Chair
Have you seen it!? HAVE YOU SEEN IT!? Why am I so excited?? Our new and improved IBBA website is LIVE! Hooray and BIG thanks to all who have been involved in this project! It is so much easier to access information and looks so fresh! You can also see that for our Membership Benefits that Pratt Stats continues to support us as well as a wonderful discount from ShareFile.
For those of you who are not familiar with ShareFile, you really need to look into its features. I have been a member for several years now, and it saves so much time, energy, and you don’t have to kill so many trees anymore. You upload your files into their system and can then send a link to your customer for them to open. You have so much flexibility that you’ll be amazed. Not to mention, their support staff is so great to work with.
I also hope that you send Pratt Stats all of your closed deals. It will help you in the long term because you get credit for the entries you make which allows you to access the great information that Pratt Stats compiles.
Both Pratt Stats and ShareFile have been great supporters of IBBA, and I invite you to become supporters of them as well!
More benefits are coming our way – thanks to the efforts of ME! Keep checking our website. Are there any benefits that you would like to see added? Please let me know, and we will look into the possibility of adding them to our website.
I also want to thank you for your continued membership and support and to those who have already paid their 2013 dues! Now you will also be able to join using various methods of payment.
The new billing, renewal notifications, and payment options have been implemented by ME which we hope will benefit the entire membership from here on out. If you have any questions on the renewal process, please feel free to contact ME with your questions. We are excited to have consistency and commitment in maintaining the membership with IBBA. Please contact [email protected] with any questions.
There is a lot of work going on behind the scenes and soon you will see even more value to your IBBA membership. I enjoy hearing your comments and concerns and hope you will feel free to contact me at [email protected].
Wishing you GREAT success in 2013 and beyond! Things are definitely looking up!
Mountain Airplane Crash
With the recent luncheon for seniors at the church where the movie Escape From Wildcat Canyon was shown, I was reminded of another mountainous trek from an airplane crash. In the movie, Dennis Weaver played the grandfather who had to “walk out” of the mountains with his 11-year-old grandson after their chartered plane crashed. In my case, it was my husband, Darrell, and my 12-year-old daughter, Diane, who had to “walk out”.
Darrell flew a Mooney Exec single engine 4-seater plane for business. We had just moved from Montana to Chicago the previous June, and this happened in October. We were starting a new business, manufacturing a bio-degradable metal cutting fluid. We had a land parcel in Montana that we had sold. Darrell was flying back to western Montana for the closing.
Because of his many flying exploits when he shouldn’t have been flying (he did coast-to-coast and many mountain flying trips), his instructions were to never overfly clouds again as he might not be able to get down when he needed to. That instruction came from me was because of an experience where he almost didn’t make it down at the end of his fuel supply. That is a controlled landing vs. a crash landing.
Our previous home had been in the Bitterroot Valley of Western Montana, about 65 miles south of Missoula. This valley is surrounded by 10,000 feet of mountains. A private pilot is using the VOR’s to vector so one lands in the middle of the valley in IFR conditions (IFR – means total cloud cover, you can’t see the ground) instead of hitting on one of the mountain ridges on either side. Once you get below the tops of the mountains, however, you no longer can triangulate so you get in the right GPS area.
Flying across Montana that day, Darrell checked with the Flight Service Station at Great Falls. He had one last hurdle to get over west of Helena, the Continental Divide. There was one pass he had to fly through called Rogers Pass. Above him was 7,000 feet of cloud cover so he was doing his best to not “overfly” the clouds. The FSS cleared him to go through the Pass as they said a private pilot has just gone through there and it was clear.
The Pass narrowed to the point he could not do a 180. About that time, the cloud cover came right down to the highway. The last thing he saw was the road curving, so he knew there was a mountain in front of him. He yelled at Diane to watch the road for him. Because of his instinct to judge the terrain, he immediately peeled up on his right wing and trees just flew by his left window. He knew he had to climb to get above the clouds. There would be “icing” in the clouds. He just straightened out the plane and pointed up at an appropriate angle so he didn’t “stall”, when they hit the mountain.
It was fully treed with Lodge pole pines, so the tops were smaller diameter than the bases and he sheared off the tree tops before crashing on the ground. The end of the left wing was broken off, and the plane twisted slightly enough to sit them level on the ground. One of the trees came at an angle through the windscreen on her side. Diane had been sleeping and had a pillow and blanket on her lap which helped cushion her. Her seat broke loose and she and the tree hit about the same time. The windscreen angle kept the tree from coming through further. There were trees lodged against the only door. He couldn’t get the door open.
Their only hope of getting out was enlarging the hole where the tree had broken through.
Diane was able to get through the small hole. He had her walk around the plane to see if there were any flames. She didn’t see any. If you know how hard that Plexiglas is, Darrell couldn’t enlarge the hole with kicking. He had in the baggage compartment a metal fishing rod case, which he got and used to enlarge the hole. He got extra clothes for both and put them on. He carried a pillow case of extras and his survival gear. He thought Diane had a broken collar bone, so he didn’t have her carry anything.
At this time, a light snowfall had begun which added to the snow that was already on the ground. The time was early evening. He knew the approximate direction the highway was, so they started walking off the mountain. It took them about an hour and a half to get to the highway. It was dark by then. He climbed out of the ditch and tried to flag down the first car that came by. The female driver wouldn’t stop. He decided he wouldn’t let the next car go by. By that time, Diane got up on the highway, too, and with both there, the next car stopped. A young man was the driver. He drove them to a service station down the road where Darrell called the FAA or FSS to tell them that his plane crashed and would they call Missoula Airport to tell the people waiting for him that he wasn’t coming in by plane. About that time, shock hit Darrell and he collapsed on the floor. After they got him up and around, the young fellow drove him the rest of the way to Missoula and to the hospital to admit Diane. She, fortunately, hadn’t gotten a broken collar bone, but they did check her all night for a concussion
I got a call about 9:00 or 9:30 that night. Darrell said he got to Missoula, but he had to leave the plane on the mountain. Of course, I was totally shocked, but so thankful that SOMEONE was helping Darrell pilot that day and it wasn’t his time to go. They were in good enough shape to walk back up that mountain the next day with the FAA examiner. The trees hid the plane well and Darrell didn’t think anyone could find the plane without him. The day was totally sunny.
The FAA examiner said he had been stationed in that area for 16 years and Darrell was the first pilot he had ever been able to interview. The other crashes, by the time they found the planes, the pilots were little piles of bear pooh. He figured Darrell went from 90 MPH to zero in ¾ of a second.
Darrell lived on to crash many more moving objects.
Doug Robbins, FCBI, MCBC, M&AMI, CM&A, CSBA, CMEA
Do EOPS Really Work? (Part 1)
We must remember than an ESOP is simply a partnership, with some special tax incentives and regulatory rules.
It seems to me that partnerships are destined to fail. It has been my experience in putting together business transaction for more than 40 years (for those mathematicians reading this I started my business career right out of kindergarten), that approximately 75% of partnerships are terminated/concluded within 3 ½ years of start-up, and close to 90% don’t make it 7 years.
No doubt they all start out enthusiastically with all the passion and energy necessary for success, so “why, do you ask” is the failure rate so high?
Usually the passion, enthusiasm and commitment is so focused that the participants forget about the real world. As a result they do not take the appropriate measures at the outset to deal with the real issues that will confront the partners as time progresses. I will never forget the culmination of what I thought was a perfect 25 year partnership that I sold in the early eighties:
I was once retained to sell a rather small business, with revenues of less than one million dollars, which was run by two partners and two other employees. The partners had been together for nearly thirty years; with one partner, aged 56, being in charge of Production and Manufacturing, and the other, aged 69, in charge of Sales and Marketing. The company manufactured a very niche product line and its manufacturing equipment was somewhat out of date, which made the overall sale rather difficult. In fact, it took almost two years to find the ideal buyer and to close the transaction.
Exert from my book, You Can Always Sell Your Business
I was always amazed at the congeniality of the partnership. The two fellows individually spoke fairly highly of each other and they seemed to work well as a team. The business never earned a lot of money, but both partners earned a decent living of approximately $100,000 a year, each. After introducing the business to approximately thirty different buyers, I finally found one who was prepared to move ahead and make the acquisition. He had delivered a very good offer, when suddenly I had great difficulty in receiving a response from the two partners. After two-and-a-half weeks, the buyer was ready to withdraw his offer and look for another business, due entirely to the lack of response from the partners.
I found it necessary to finally force a meeting between the two partners and to become quite aggressive, at least in terms of getting a response, and in finding out why they weren’t responding. After all, we had already walked numerous buyers through this business and hadn’t gotten very far. Turns out that the younger partner really didn’t want to sell, but the older partner was having some health issues and really needed to put his affairs in order. Finally, we did reach an accord and a transaction was struck, with the deal closing approximately three-weeks later.
The closing itself proved to be unusual as well, and it’s one that I’ll never forget. We met in the office of the seller’s lawyer, which was located in an old, majestic home converted into offices in Toronto. After the closing we walked out the front door and down the eight steps to the sidewalk. I was standing on the porch with the older partner, while the younger one, the buyer and the buyer’s lawyer had already reached the pavement.
“Excuse me,” the older partner yelled without warning to the younger one. “There’s something I’ve been meaning to tell you.”
Everyone stared in curiosity as the elder partner launched into a venomous tirade about how nasty and miserable the younger partner had been and how much the older man had hated working with him for the last 25-years, using language that is not fit to reprint here. The senior partner accused the junior partner of purposely ruining the value of the business by slowing down production and by turning down jobs, which prevented the company from reaching its full potential. This, reasoned the senior partner, had effectively denied him the type of retirement that he would have had, had the business been worth more money.
In his book, Insider Tips on Selling a Business in Canada, Greg Kells reveals to business owners the secrets of selling their business and getting what it is worth in the Canadian marketplace.
Provided below is an excerpt from the book:
Negotiating the Offer
GENERALLY, the first offer you receive from a potential purchaser is not their best— it is their first. Price, terms, closing dates, diligence timelines, inclusions and exclusions are all negotiable.
It is important that you let your business broker do the negotiating when the sale is closed you need to be friends with the buyer.
You are probably going to train them. You will probably be lending them part of the purchase price. You may even be staying on with them for a period of time. The purchaser is buying without audited statements, and although they have done some diligence, they are buying largely on trust—trust that you have developed with them during the investigation stage.
You have opposing objectives during negotiation, though, and emotions can run high: your business may be your biggest asset and the buyer may be risking everything they have.
Your business broker has training and experience in negotiating that you probably don’t. They will help you reach a deal that achieves your goals and the buyer’s goals—they understand both. If the deal does not work for either of you it will not work at all. This does not mean you shouldn’t provide input into the development of a counter offer.
You should, however, keep in mind that it has to work for both of you.
23.1 Know your goals and best alternative
One of your goals in the transaction is to minimize risk; another is to minimize tax. Many sellers forget to have the buyer put in place life and critical illness insurance to protect against the buyer becoming ill or dying and being unable to repay the financing they are providing.
Include such a condition in your counter offer. Include specifics about structuring issues to minimize your taxes on the sale and specifics about security for the loan you are providing. If there is no bank involved in the transaction, it is reasonable to expect a first position security on the assets of the business and perhaps, requirements for minimum inventory levels to be maintained.
If it is a share sale, expect the shares to be held in escrow until the loan has been fully repaid. Regular financial statements should be provided and you should insist upon a 49
23.1. Know your goals and best alternative 50
personal guarantee from the buyer. It is unreasonable to expect the buyer to provide a mortgage on their house or tangible assets outside the business they are purchasing. You are safer lending 50% of the purchase price to the buyer and being in first position on everything than lending 30% and being in second position behind a bank. A general security agreement and registration under the Personal Property Securities Act should be part of the loan security.
Even when both parties finally get to the point of agreement, you are not done. Do not start making commitments that are based upon the sale closing. You still have to get through diligence and the cheque still has to clear. Many sales fall apart in diligence—a landlord is unreasonable or an adviser provides negative advice, a franchisor does not approve the buyer, the third-party financing falls apart—or one of you changes your mind. Remember, the offer is non-binding.
As you work through the negotiations, keep in mind your Best Alternative to a Negotiated Agreement (BATNA). You need to determine this before you start the negotiating process.
It may be that you keep the business or you hope that another buyer will be presented.
We sometimes run auctions with multiple buyers to achieve the highest offer.
You need to assess the likelihood that the buyer will actually close if you do achieve an agreement acceptable to both of you. If you turn down an offer you have in fact purchased your own business for that amount and on those terms.
Rely on your business broker’s help and advice to help you through the negotiating process, but in the end, you must make the decisions, not your accountant or your lawyer or your family and friends. You must decide based upon what works for you.
Pratt’s Stats Announces 2012 Hall of Fame Members
Pratt’s Stats has long been a member and many of you have contributed your done deals for their data base.
Business Valuation Resources, the author of the Pratt’s Stats® database is excited to announce that IBBA members submitted over 170 deals in 2012. These contributions helped Business Valuation Resources add over 970 transactions this past year, for a total Pratt’s Stats transaction count of over 19,400 deals.
In an effort to recognize these submitters and IBBA members who have continued to contribute to the Pratt’s Stats® database over the years, we are pleased to announce the Pratt’s Stats® 2012 Hall of Fame Members – we thank them for all of their efforts:
|Pratt’s Stats® 2012 Hall of Fame||Member Broker Name and Firm Name||Firm Location|
|Stacy Alario*||American Business Brokerage, Inc.||Sarasota, FL|
|Jey Arul*||VR Business Sales||Edmonton, AB|
|Pino Bacinello*||Sunbelt Business Brokers Pacific, Inc.||Vancouver, BC|
|John Bechtold||Accredited Valuation Services, Inc.||Dallas, TX|
|Tom Caltrider*||Corporate Development Capital, LLC||Colorado Springs, CO|
|Stanley Pollock||Professional Practice Planners, Inc||McKeesport, PA|
|Philip Steckler*||Country Business, Inc.||Brattleboro, VT|
Contributing members of the IBBA receive free access to Pratt’s Stats when their transactions are included in the Pratt’s Stats database – three months of complimentary access for every deal that’s included in Pratt’s Stats. IBBA members may submit their closed deals to Pratt’s Stats electronically by registering at BVMarketData and submitting their transactions online. IBBA members may also submit transactions by printing a contributor registration form and a Pratt’s Stats submittal form at BVMarketData, completing the forms and faxing them to Business Valuation Resources. A quick and easy way to gain access to the Pratt’s Stats database is to have an employee from Business Valuation Resources visit your office and collect the transactions for you.
If you have any questions about the submittal process or would like to schedule a visit to your office by a BVR employee, please contact Zac Cartwright at 971-200-4840 or at [email protected].
Clyth MacLeod, Lifetime CBI
Clyth shares his views on the New Zealand Market for Business Brokers: “Increasing confidence in the economy and the future is reflecting in the business market. As I write, February sales are up 24% on 2012 and more larger businesses featured. Listings of good businesses are still in short and illustrated by the number of multi offers received – definitely a seller’s market.
Buying or Selling?
Q: Why use a Business Broker?
A: Because they add value to the process.
Selling your business yourself? NOT a good idea!
Keith McLeod, CBI
You will enjoy this issue of our monthly newsletter. Liz Fouts writes a nail biting story of beloved Darrell Fouts and their daughter surviving a crash landing and hiking out of the mountains to safety, just another episode in the life of the remarkable Darrell Fouts.
One of the most popular workshop presenters over the years has been Doug Robbins. Doug has promised to supply a series of articles into the future. Presently, he is highlighting ESOPs another item that should be in your tool box.
Kevin Dempsey, M&A Source Chair, writes Do You Want to Do Larger Deals? He shares ideas how to move up to larger transactions. I would like to add a few thoughts. In order to transition your practice you have to: