Nery Corporation Company News
Insights from Q3 Pratt's Stats Private Deal Update
There is some very interesting data in the latest edition of Pratt's Stats (3rd Quarter, 2017, Business Valuation Resources). Among the findings:
- Companies with sales under $1 million tended to have the lowest MVIC/SDE and MVIC/EBITDA multiples;
- We're seeing a negative correlation between firm revenues and profit margins;
- Often public buyers paid higher multiples for private targets than private buyers paid.
See more at: lnkd.in/gv_8FkA.
Adam Bradshaw & Justin Grolley Earn Certified Business Intermediary Designation from the IBBA
June 19, 2017
NEW BEDFORD, MA - The Nery Corporation is very pleased to announce that both Adam Bradshaw and Justin Grolley successfully passed the comprehensive Certified Business Intermediary (CBI) exam, taken in Dallas, Texas, in May and earned the esteemed CBI designation.
According to the accrediting organization, the International Business Brokers Association (IBBA), "The Certified Business Intermediary (CBI) is a prestigious designation exclusive to the IBBA that identifies an experienced and dedicated business broker. It is awarded to intermediaries who have proven professional excellence through verified education as well as exemplary commitment to our industry."
By earning the CBI credential, Bradshaw and Grolley demonstrate that they are knowledgeable, invested, and dedicated brokerage professionals. The Nery Corporation congratulates them on this accomplishment. Kevin Nery, President of The Nery Corporation, said, "I am proud of both Adam and Justin as there are only about 400 CBIs internationally. They worked tirelessly on all their IBBA University courses and exams and put in the effort to study and successfully pass the final exam, thus earning the CBI designation. Clients will be represented in Massachusetts and Rhode Island by two experienced professionals."
Adam J. Bradshaw, CBI, has over 17 years of experience in sales, marketing, manufacturing and information technology. Mr. Bradshaw is a graduate of the Wharton School of Business at the University of Pennsylvania in Philadelphia. He earned a Bachelor of Science in Economics with a concentration in Marketing and Entrepreneurial Management. Previously Mr. Bradshaw worked in the golf industry with international manufacturers and distribution companies responsible for corporate management, sales, and marketing. He is a member of the New England Business Brokers Association (NEBBA), Business Brokers Affiliates of New England (BBANE), and the International Business Brokers Association (IBBA). He can be reached at 508-990-9800 or firstname.lastname@example.org.
Justin Grolley, CBI, MBA, is experienced in sales, marketing, information technology, and finance. He is a graduate of Bryant University in Smithfield, Rhode Island, where he earned both a Bachelor's of Science degree in Business Administration and a Master of Business Administration, MBA, degree. Mr. Grolley has a broad business background working as a product marketing specialist, in client services, as a product manager, and as an account manager throughout his award-winning career. Mr. Grolley is a member of New England Business Brokers Association (NEBBA), Business Broker Affiliates of New England (BBANE) and the International Business Brokers Association (IBBA). He can be reached at 508-990-9800 or email@example.com.
The Nery Corporation is a business advisory firm specializing in assisting New England based business owners and companies buy, sell, and value their companies with transactional values of $1M to $20M. Located in New Bedford, Massachusetts, our New England location allows us to serve the business brokerage and M&A advisory needs of clients across Massachusetts, Rhode Island, Connecticut, and New Hampshire.
About the International Business Brokers Association
The IBBA provides business brokers with education, conferences, professional designations and networking opportunities. As an exclusive education opportunity, it offers coursework and seminars required to obtain its prestigious Certified Business Intermediary (CBI) certification.
The IBBA also strives to create professional relationships with successful business transaction advisors to increase the value of the IBBA to its members and to be a leader in the exchange of business referrals. Membership in the IBBA includes these excellent networking opportunities, as well as a complete package of other benefits and services. Formed in 1983, the IBBA has members around the world. For more information about the IBBA, visit the website at www.ibba.org.
Adam Bradshaw Recognized with Prestigious Outstanding Producer Award from the IBBA
May 17, 2017
NEW BEDFORD, MA - Adam Bradshaw of The Nery Corporation is the recipient of the Outstanding Producer Award given out by the International Business Brokers Association (IBBA) during its annual conference on May 6, 2017, in Dallas, Texas. The Outstanding Producer Award is awarded to applicants who closed one or more business deals amounting to at least $1 million in total purchase price during the 2016 calendar year.
"Adam has established himself as an experienced, knowledgeable professional in a complex business arena," said Lou Vescio, IBBA Board Chair. "As the only international association for business brokers, it's important for the IBBA to recognize individuals like Adam who are worldwide leaders in this industry and who display the high standards of skill and excellence that the IBBA promotes."
The IBBA is the world's premier organization operating exclusively for professionals and firms engaged in business brokerage. The Member Excellence Awards Gala, put on by the IBBA during their annual conference, gives winners the recognition they deserve for their achievements, while also giving their IBBA colleagues the opportunity to engage with them and learn from their experience.
Adam J. Bradshaw has over 17 years of experience in Sales, Marketing, Manufacturing and Information Technology. Mr. Bradshaw is a Graduate of the Wharton School of Business at the University of Pennsylvania in Philadelphia, PA. He earned a Bachelor of Science in Economics with a concentration in Marketing and Entrepreneurial Management. Previously Mr. Bradshaw worked in the golf industry with international manufacturers and distribution companies responsible for corporate management, sales, and marketing. He is a member of the New England Business Brokers Association (NEBBA), Business Brokers Affiliates of New England (BBANE), and the International Business Brokers Association (IBBA).
Benefits of Working with a Business Broker
May 3, 2017
No matter what type of business you're selling, you want to do it right. Working with a business broker ensures you receive top-dollar for your business, as well as close the sale more quickly and with less stress.
Learn more about the benefits of working with a business broker!
5 Simple Strategies for Lowering Risk Before Technical Due Diligence
May 1, 2017
Preparation for a business sale demands many considerations. In addition to cleaning up the books, managing expenses, and getting operations under control, contemporary owners must also consider the role of technology in the business. Technology plays an increasingly prevalent role in virtually all businesses, so technical due diligence is a key part of a business sale. A few simple risk reduction strategies can reduce the risk that technological due diligence will negatively impact the sale.
Take an Inventory of Hardware and Software
Buyers want to know what they’re getting when they acquire a business. Technological acquisitions are not exceptions. Owners should create detailed inventories of hardware and software, including networks, software packages, servers, third-party software, hardware such as computers, and cloud vendors currently in use by the business. Note whether any hardware on the list is leased or owned, the costs of ownership or the lease, and whether there is a warranty or on-site service agreement.
A comprehensive IT system inventory prepared for due diligence expedites the process. It can also make a favorable impression on the acquirer, since businesses with organized inventories look more impressive on paper.
Audit Software Licenses
List licenses alongside the relevant software for each software item listed in your inventory. Software that has been purchased outright usually comes with a licensed key. Leased software from another vendor may have an access key. ERP software is frequently sold this way. Software as a service (SaaS), as well as some other software, may be charged on a monthly user agreement fee.
Some vendors, such as Microsoft, offer online portals that list software you have purchased. Your tech team should be able to create this list of software and licenses. This license audit can save time, as well as embarrassment. If you have pirated software, this looks bad to the acquirer, and can even land you in legal trouble.
Verify the Rights to Custom Code
Business often purchase customized software for internal management, services, or products. When you’re ready to sell, you must prove that you legally own these custom software products.
When the software is created by a contractor, verifying that you own the product may not be simple. You’ll need the work-for-hire or licensing agreement to prove your ownership, and this agreement should clearly state that you own the work product. You may also need to demonstrate that you paid the final amount owed.
With custom code, it can also be helpful to format source code files with a standard header that clearly shows ownership, copyright, and other purchasing details. Explicit proof that you own your custom software expedites the process of due diligence and bolsters the confidence of the purchaser.
Gather this documentation in anticipation of the sale.
Document Data Flow and Storage
Internal, consumer, and product data play key roles in due diligence for a sale. You must know which technologies your company uses, and where its most important data is housed. Make a list of any and all relevant data flows and stores, since this information can affect integration after the merger. Remember to list customer databases, finished good databases, accounting systems, manufacturing systems, and other relevant data.
Systems that integrate by conveying key data back and forth are useless without the flow diagram. Prepare this information in anticipation of due diligence.
Providing the acquirer with a complete and accurate list of vital data flows and stores the first time, without being nagged to do it, establishes trust. It also shows an attention to detail.
Review and Strengthen Security Practices and Policies
With millions of hack attempts each year, network and data security should be key considerations for all businesses. Hacking incidents can cost businesses millions, destroy reputations, and trigger legal difficulties. According to the National Cyber Security alliance, data breaches are so costly that 60% of small businesses are unable to remain afloat in the six months following a cybercrime attack. Buyers know this.
Your security policies and procedures directly impact the value of your business and the outcome of the sale. Verizon recently revised a purchase offer from $4.83 billion to $4.48 billion due to large data breaches at Yahoo.
Security training that is a regular part of corporate discussions can demonstrate your commitment to security. Make sure clear protocols are in place, and that your staff actually follows these protocols to protect your intellectual property and information technology assets.
Owners weighing a possible sale should perform a comprehensive information security audit. Use a reputable third-party firm who will offer unbiased information and provide the owner with a clear, detailed report. This allows management to take proactive steps that address any concerns in the report, potentially raising the value of the business to a would-be acquirer, and preparing for the process of technological due diligence.
2016 Year-end Results for Private Business Sales Transactions
March 29, 2017
2016 year-end results for Private Business Sales Transactions finished with mixed results in several value categories, based on the most recent report from Pratt's Stats "Private Deal Update." Among the key findings:
- Although total private sale transactions were lower than in 2015, most price indicators increased from the prior year;
- Units sold were 897; median value price was up $250,000, along with median revenue of $568,869;
- The Price/Revenue Multipliers also increased to .49% ($0-$1m), .47% ($1m-$5m), and a drop off to .45% in the (>$5m) category.
- Price/Seller's Discretionary Earnings showed mixed results: 1.98% ($0-$1m), 2.97% ($1m-$5m), and 3.26% (>$5m);
- Price EBIDTA Multiples all decreased from 2015: 2.68% ($0-$1m), 4.36% ($1m-$5m), and 4.84 (>$5m).
Read more: data.bvresources.com/pdf/1Q17PDU.pdf
Business Broker Justin Grolley Attends Spring 2017 IBBA Educational Summit
March 28, 2017
NEW BEDFORD, MA - The Nery Corporation is pleased to announce that Justin Grolley, MBA, Broker, recently attended the International Business Brokers Association (IBBA) Spring Educational Summit held at Indiana Wesleyan University. Grolley is working toward his Certified Business Intermediary (CBI) professional designation.
Grolley successfully completed and passed the exams for "Analyzing & Recasting Financial Statements" and "Pricing Small Businesses, Levels 1 & 2," earning 32 credit hours.
In May, Grolley will sit for the comprehensive CBI exam in Dallas, Texas.
According to the IBBA, "A Certified Business Intermediary (CBI) is an experienced business broker who is committed to the highest level of professional development the industry has to offer and has ethical values aligned with the IBBA standards of professionalism. A CBI has the ability to objectively guide clients through the intricacies of the entire marketing and negotiation process of a business sale, resulting in successful transactions and satisfied clients."
Justin Grolley may be reached at 508-990-4288 or firstname.lastname@example.org .
2017 M&A Outlook
March 24, 2017
As the first quarter of 2017 marches toward a close the M&A market is poised for strong activity during the three quarters ahead. The new administration has made it clear that business and spurring the economy and jobs is a priority, which should bode well for business owners seeking an exit in the short term.
Trump has also pledged to invest $1 trillion in infrastructure spending, which should be a boon to the sector as a whole and tangentially M&A activity.
A recent survey of 600 middle market business owners performed by Citizens Bank illustrated a sharp uptick in the number of business owners strongly considering an exit or actively involved in the process of exiting at the moment.
That sentiment is driven by an air of optimism in the economy, consumer confidence and a healthy contingent of financial and strategic buyers with significant money to spend.
By most accounts there is still more than a trillion dollars of dry powder on corporate balance sheets and private equity buyers are always looking to deploy capital into good growing companies. According to financial data company FactSet, S&P 500 businesses held more than $1.5 trillion in cash in the third quarter of 2016, a 7.6 percent year-over-year increase.
Below we take a quick look at some factors affecting M&A in 2017.
The Incremental Increase of Debt
As the Federal Reserve hints at, and actually increases, interest rates ever so slightly buyers that are looking to put significant leverage into transactions want to move as quickly as possible. This is especially true with private equity buyers that rely heavily on the leveraged buyout model.
A rise in interest rates will also impact sellers. Higher interest rates make it more costly to borrow money resulting in buyers paying less for companies.
Technology and Energy Drive Activity and Valuation
Relaxed regulations in the oil and gas space under the Trump administration has the sector rebounding after a down period over the past few years. This should lead to a sharp rise in M&A activity. Larger strategics are on the hunt to increase market share and profitability; employing M&A in a space where values have been down could be a great way to accomplish goals.
Last year, 2016, the technology sector saw more than $500 billion worth of deal value, the second largest amount since the early 2000s and, hopefully, a harbinger of things to come. In the technology sector moving forward the Unicorn phase of billion dollar startups may be settling back to earth but larger players still see M&A as the fastest way to grow sales and keep a leg up on the competition. This is especially true with companies like Facebook, Apple and Google that are constantly fighting to maintain supremacy.
The fundamentals seem in place for a strong finish as far as M&A activity is concerned but political instability is always a wildcard. From the investigations surrounding the Trump administration to political shifts across Europe, certainty is one thing you can never be certain of. However, as long as there are willing sellers, there always willing buyers.
Nery Corporation 2016 Award Winners Announced
January 24, 2017
The Nery Corporation announced their 2016 Award Winners at a holiday luncheon at The Pasta House in Fairhaven, MA in December.
The downtown New Bedford based company owned by Lori and Kevin Nery is celebrating its 17th year in business.
The 2016 Nery Corporation Award Winners were:
Coastal Realty 2016 Sales Agent of the Year:
Mathew J. Arruda, GRI
Mat achieved a record of over $18M in real estate sales/leasing in 2016 earning him the distinction of being the No. 1 Realtor® in New Bedford based on MLS Sales Data for 2016.
Mat is a graduate of Northeastern University and speaks fluent Portuguese. He is licensed in Massachusetts and Rhode Island.
Coastal Commercial Real Estate Sales and Leasing 2016 Sales Agent of the Year:
Mike's transactions for sales and leasing commercial property totaled over 3 Million SF leased/sold in 2016.
A graduate of Rhode Island College, Mike has over 17 years of experience in commercial real estate in Massachusetts and Rhode Island.
Coastal Business Brokers 2016 Sales Agent of the Year:
Adam J. Bradshaw
Adam achieved successful business sales transactions totaling over $4.5 M in 2016.
He has established himself as an experienced, knowledgeable professional in a complex business arena. Adam has strong communication and negotiation skills.
Adam is a graduate of the University of Pennsylvania and a member of the International Business Brokers Association (IBBA).
New England (MA, RI, CT) M&A Update
January 3, 2017
M&A activity for Massachusetts, Rhode Island and Connecticut based target companies has been rather robust of late as 123 deals in the region have closed or been announced over the past three months, according to data published by industry data tracker FactSet Research Systems. The area has historically been a hotbed of M&A activity in the technology and biotech sectors and that theme has held true as 2016 comes to a close. Of course, there have also been a significant amount of wholesale, distribution business services and manufacturing transactions completed up and down market.
The largest New England M&A transaction announced this quarter was Samsung’s $8 billion acquisition of Stamford, Connecticut based Harman International Industries. However, there have also been a number of smaller deals with less than $20 million of enterprise value. New England has also historically been a center for creativity and entrepreneurship and that sentiment has been reflected in the vast number of smaller transactions announced of late.
Some of the notable lower middle market recent transactions in the New England area of late include:
- December 2016 – 8K Miles Software Services, Inc., a subsidiary of 8K Miles Software Services Ltd agreed to acquire Wilton, Connecticut based Cornerstone Advisors Group LLC for US$10.2 million in cash and an undisclosed amount in contingent payout. Under the terms of the agreement, 8K Miles Software Services will pay US$10.2 million in cash and contingent payouts as a combination of cash and stock based on the performance of Cornerstone Advisors Group. 8KMiles Software Services provides cloud computing and data security services. Cornerstone Advisors Group provides health information technology professional services. It provides strategic and advisory services to prepare its clients for the challenges of Health Information Technology environment.
- December 2016 – BioTelemetry, Inc., formerly known as CardioNet, Inc., acquired Concord, Massachusetts based Telcare, Inc., trading as Telcare Medical Supply, Inc., a portfolio company of Norwest Venture Partners, QUALCOMM Ventures and Sequoia Capital, for US$12 million in cash and contingent payout. BioTelemetry offers cardiac monitoring services, cardiac monitoring device manufacturing, and centralized cardiac core laboratory services. Telcare develops cellular enabled glucose meters for diabetes patients worldwide.
- November 2016 – NCC Group Plc acquired Boston based Virtual Security Research LLC for US$6 million in cash and contingent payout. Under the terms of transaction, NCC Group would pay US$4 million in cash and US$2 million in contingent payout, based on the performance of Virtual Security Research LLC. NCC Group is a holding company that engages in the provision of information technology assurance, security software, and consultancy services. Virtual Security Research LLC provides information, network and application security consulting services. It offers services to the enterprise and consumer hardware and software, financial, insurance, communications, retail and the health care sectors.
- October 2016 – BroadSoft Inc. acquired Williamstown, Massachusetts based VoIP Logic LLC, a portfolio company of 21Ventures LLC, for US$13.4 million in cash. The deal has been funded through BroadSoft Inc.’s cash on hand. BroadSoft, Inc. provides software and services that allow mobile, fixed-line, and cable providers to deliver voice and multimedia services. Its products include BroadWorks, BroadCloud and BroadTouch. VoIP Logic LLC operates as a Platform-as-a-Service (PaaS) that provides Voice over-Internet Protocol (VoIP) technology. Its platform enables users to reduce cost and complexity of running a facilities-based communications services.
- October 2016 – Oxford Immunotec Global Plc acquired Boston based Immunetics, Inc. for US$12 million in cash and contingent payout. Under the terms of agreement, Oxford Immunotec Global Plc paid US$6 million in cash and will pay an additional US$6 million upon achievement of certain revenue thresholds. Oxford Immunotec Global Plc is a medical diagnostics company, which engages in the provisions of innovative tests in the field of immunology. Immunetics develops, manufactures and markets diagnostic test kits. The firm specializes in diagnostic tests, pathogen detection, blotting instruments and research.
As we move into 2017 many indicating signs are pointing to a continued robust M&A market. There is still significant resources waiting to be deployed by private equity groups and corporate balance sheets are still flush with cash reserves. Many buyers will look to acquisition as way to increase capabilities and build market share. As a result, buyers are honing in on areas like New England that are driven by innovation and hard work as these are locales where they can get the most bang for their buck.
Prepare Early for Due Dilligence
November 26, 2016
Once you’ve agreed to the price and terms of a transaction with a potential acquirer or investor, the next step is typically the arduous process known as due diligence.
Due diligence is the confirmatory period where the party investing or acquiring your business seeks to understand every nook and cranny of the company. This entails pouring over financial statements to understand revenue and profitability trends as well as deeper details like cash flow, inventory turn and normalized working capital requirements. Due diligence also happens to be where most transactions fall apart. Buyers will also want copies of all contracts relating to the business including leases, employee agreements, software licenses, bonus plans, health coverage, royalty agreements, distribution agreements, supplier agreements and more.
If your head is not spinning yet, on top of that they will often want to see financial projections, defined growth opportunities and may even want to visit with members of the senior management team, major suppliers and key customers. While business owners in smaller, niche or local markets like Massachusetts, Rhode Island and Connecticut are often very protective of critical business information, once diligence starts, the business owner will need to comply in order to secure or defend the agreed upon value of the business.
This may seem like like a lot, but put yourself in the buyer’s shoes.
M&A is not like the stock market. What buyers are purchasing is non-liquid and they need to understand the business as clearly as possible so that they can mitigate risk and hopefully ensure their return is up to their standards or the standards of their investors. The result of this intense period of business scrutiny is that issues are often discovered that can limit value or, worse, derail the entire transaction.
The benefit of hiring a business intermediary to help you through the sale is that you can discover these issues early on by doing an extensive amount of pre-diligence. Properly executed pre-diligence can lead to fast close times and reduced cost of post LOI due diligence.
Prior to marketing your business to potential investors or acquirers, your business intermediary will essentially take you through the complete due diligence process as they learn about all aspects of your company through developing the Confidential Information Memorandum (CIM). This may seem tedious and gathering all of the data will take time, but catching any potential issues early on and strategizing with your investment banker or business intermediary on the best way to diffuse them will be invaluable later on.
Disclosing any issues and avoiding value-lessening surprises is a huge credibility booster in the eyes of buyer and investors, which is paramount to maximizing value.
Legal diligence is also something that handled on the front end of the transactions process. Ensuring that all contracts that need to be transferable or assignable are indeed transferable or assignable and that any litigation clouding the company is resolved can save a deal.
Environmental diligence can also be important, especially for businesses that involve chemicals, speciality materials or fossil fuels. Making sure the facility and process are all up to regulation is important. A major environmental issue that shuts down one or more facilities can certainly be a deal killer.
Employment issues can be tricky to head off early on, because in most cases you do not want your employees to know the company will possibly be sold. However, making sure all employee agreements are solid and ensuring there are no potential grievances will only make your transaction all the more smooth.
Pre-diligence, the process of preparing yourself for due diligence, will help mitigate the risk of deal failure and will better prepare you and your company for the involved process that closely follows accepting an offer.
What makes your company unique?
October 20, 2016
When it comes to selling your New England based business, one of the most important aspects to convey to any buyer is what separates your company from all the others in the same sector – the “magic,” of your particular company, if you will.
Sure your products or services may be similar to that of your competitors, but what specifically differentiates your company? Do you have proprietary processes, is your customer service far superior to anyone in the space, are your internal systems so finely honed that your business is virtually automated?
Of course, revenue, profitability, customer concentration, etc., are important to potential buyers, but intangibles can make your company highly valuable. Below are some important intangible aspects that can significantly add to the perceived value of your business:
- Uniqueness – Almost all businesses in Rhode Island, Massachusetts and the greater New England area have competitors, whether they are completely similar or just mildly tangential. However, even if you are selling or distributing the same product there is something that sets your company apart from the pack. This could be anything from a long-term well negotiated and easily transferrable lease, to a broad well-researched customer list that would be virtually impossible to duplicate.
- Identity – Your brand name may be worth far more than you actually believe it is. This is especially the case if you are in a niche segment of the market with relatively few competitors. Your brand may actually be worth more in the hands of a potential buyer than it is in yours. In smaller or localized markets like many in New England, buyers with the resources to fully exploit your brand will pay for the rights to own it.
- Positioning – Whether or not you are the dominant entity in your space or region there is most certainly another company, or group of companies, that would like to have access to your customer base. If you are the market leader, this makes you all the more valuable as buyers look for assets that have a large, diversified and loyal customer base. This holds true particularly for buyers looking to enter our local markets in Rhode Island, Massachusetts and the greater New England area.
- Buying/Pricing Power – If your business has been established for a long period of time and you have strong long-term relationships with your suppliers that enable to buy cheaply, sell your product at value prices, and still make a healthy margin you are all the more attractive to buyers. These types of relationships are very difficult to establish and cannot be duplicated easily. If you can charge less than your competitors, you already have a pretty significant advantage.
- Tax Advantages – Maybe you had a couple years in the past that were not particularly fruitful enabling you to mitigate taxes by carrying over net operating losses for a number of years down the road. These types of assets can be highly valuable, especially for buyers seeking ways to limit their tax burdens.
- Tribal Knowledge – If your staff and management team has deep industry knowledge and relationships that are key to revenue and profitability, a buyer will certain have to pay for that. Knowledge that cannot be easily transferred is a key competitive differentiator.
- Proprietary systems – If your business has developed proprietary technology to make the business more efficient and streamlined this can positively affect sales and profit margins. A buyer will usually pay more for companies that have invested significant dollars to make their company run smoothly while lowering costs.
While buyers certainly look at historical financials as the primary indicator to determine value, the intangibles can be almost as important to achieving the true value that your company deserves. If you are considering selling your business in the in Rhode Island, Massachusetts and greater New England area you can maximize value by working with a business broker/intermediary that can maximize your intangible value by distilling ‘your magic’ into something saleable.
What does your M&A advisor expect from you?
September 19, 2016
Starting the business sale process can be daunting. With new advisors, expectations and the hope of a fruitful exit, the process can start to get complex quickly. To this point, you’ve done everything correctly in preparing to sell your business:
- Consulted your advisor network (Accountants, Lawyers etc.)
- Interviewed multiple business sale intermediaries to facilitate the process
- Selected the right firm to represent you based on track record, sector expertise, and geography served
- Insured you have transferable management in place capable of running the business after you exit your business
Once your business broker/intermediary has actively prepared to confidentially market the sale of your business what are you supposed to? What is your role in the business sale process?
The answer is a lot simpler than you might imagine – do you job, like nothing has or will change.
That’s right, you may be mentally preparing for a significant change in your personal and professional life, but the best thing to do is to keep running your business. The business sale process may take longer than expected and buyers can be influenced by the current performance of the business, rather than exclusively focusing on historical performance. A potential buyer will want to see the business continuing to perform optimally throughout the entire process.
As your business broker/intermediary gets further along in the process of marketing the sale of your business, your responsibilities in the process will change as you participate in vetting potential buyers.
A few components of the business sale process may take you away from the day to day periodically as follows:
- Introductory management calls – After your broker/intermediary has executed a nondisclosure agreement with a potential buyer, qualified them financially, and provided the needed marketing materials and documentation, parties interested in learning more will want to set up an introductory management call with the current owner(s). During these calls the potential buyers will want to confirm much of the information in the marketing materials and learn a bit more about your company, operations, financials and future business prospects. Do not expect to discuss transaction value on these calls. Additionally these calls are a good opportunity for sellers to learn about the potential buyer, their culture, industry experience etc.
- Face time – After initial vetting on management calls, expect a long round of phone calls to narrow the pool of interested parties down to a group of serious potential buyers. At this time, these parties want to meet in person. To maintain confidentially, you may want to schedule these meetings off-site or after normal business hours.
- After all the meetings are complete and you’ve signed an exclusive Letter of Intent with a well fitting buyer, the best thing you can is to continue running your business as efficiently and productively as possible. This stage of the process will involve generating documentation for due diligence and insuring the attorneys are preparing the documents correctly. During this time you can lean heavily on your business broker/intermediary to insulate you from the often overwhelming data requests which are common.
- Post-closing – After the transaction closes most buyers will want previous ownership to stay on for a pre-determined period of time that can range anywhere from three months to years. This integration period will be very important for the new owner as they transition the business under their ownership. This period will entail introducing the new owners to current customers, suppliers and ingratiating them with the workforce.
A qualified business broker/intermediary like Nery Corporation can mitigate much of the demand put on a business owner during the sale process, you should enter the transaction with a goal above all others - continue running your business as if you were to continue to own the business indefinitely.
Do you really need a business broker or M&A advisor to sell your Rhode Island Or Massachusetts based business?
August 24, 2016
Middle market business owners in the competitive Rhode Island and Massachusetts markets who are looking to sell their businesses will likely find plenty of suitors from both the strategic and private equity sectors. After all, Rhode Island and Massachusetts are hubs for innovation, technology and healthcare industries making the area's businesses ripe targets for acquirers looking to deploy capital in good, profitable companies.
So what happens if you, a Rhode Island or Massachusetts business owner, get approached directly by a potential buyer with what seems to be a compelling offer to buy your business? You need to start by securing proper representation. Without a right team advocating on your behalf you invite a number of risks, including:
- Under valuation of your business.
- Sharing confidential information with competitors and tire kickers.
- Increased legal and financial exposure
1. Positioning – An M&A advisor or business broker will develop a Confidential Information Memorandum (CIM), which is a detailed technical document explaining the ins and outs of your business from operations to growth opportunities to financial performance. The key here is financial performance. An M&A advisor or business broker can help significantly improve the valuation of your business by recasting your financials (adding back one-time expenses and other anomalies to your EBITDA) to drive substantially higher multiples and values as well as packaging your business offering in a way that professional buyers are used. Without the positioning support of your advisor you may not truly understand your businesses value or how to market it to other potential buyers.
2. Process – That original buyer that approached you may still be the best buyer, but the only way to know for sure is to shop your business to multiple buyers, both strategic and financial. An M&A advisor or business broker will create a competitive environment with multiple buyers, which will, in turn, drive higher valuations as the interested present their best offers. The advisor manages the process including information controls, offers and communication. Until you have an in depth view of what the market thinks your business is worth you may not have the needed information to make the best decision.
3. Structure – Even if the overall value of your business sale is satisfactory, the structure of the deal may not be. The bulk of the payouts may be contingent, you may be asked to carry a percentage of the purchase price, there could be numerous parts of the deal structure that benefit the buyer more than you. An M&A advisor or business broker is there to advocate for you to ensure you get the highest value and the best structure possible.
Clearly, we encourage every business owner considering the sale of his or her business to work with a deal professional. With many firms working largely on fees generated by the successful sale of your business, the advisor wins when they have produced a quality final result. In short, the benefits far outweigh the costs.
If you have questions on how to sell your business and are located in the greater Rhode Island or Massachusetts area please contact us. We pride ourselves in our ability to help you navigate the complex transactional process and focus primarily on serving small and mid sized business owners in our hometown markets.
Sale of Refrigerated Structures of New England Announced by Nery Corp.
July 12, 2016
NEW BEDFORD, MA - The Nery Corporation is pleased to announce that Coastal Business Brokers/Kevin A. Nery, CBB, CBI, M&AMI, President has brokered the sale of Refrigerated Structures of New England, Inc. to The Watka Corporation on June 30, 2016. The sale price was undisclosed.
Refrigerated Structures of New England, Inc., established in 1990, is a successful manufacturer and installer of refrigerated walk-in coolers, freezers and insulated doors. They also provide repair and refrigeration services.
They have served the supermarket and liquor store industries along with restaurants, bakeries, cafeterias, hotels, resorts, cold storage facilities and food and produce wholesalers throughout New England and beyond.
The Nery Corporation represents Paratronix, Inc. in Sale
July 11, 2016
NEW BEDFORD, MA - The Nery Corporation and Kevin A. Nery, CBB. CBI, M&AMI, President represented Paratronix, Inc., on their successful sale to MicroChem Corp (MCC), a wholly owned subsidiary of Nippon Kayaku Co., Ltd of Japan. The sale price was undisclosed.
Paratronix, Inc. was established in 1981 and has a long history of profitability. Based in Attleboro, MA and employing 21, the company is a leading supplier of Parylene conformal coating services and also a manufacturer of Parylene coating manufacturing equipment.
MicroChem, established in 1992, develops, manufactures and distributes specialty chemicals including photoresists, optical dyes and ancillary materials that enable innovation in the MEMS, Microelectronic, Display and Optoelectronic markets. The company is headquartered in Westborough, MA and employs 65.
The acquisition was part of MicroChem's strategic growth plan to pursue the acquisition of business and technology opportunities that provide a synergistic fit to its core business activities. This acquisition allows MicroChem to leverage its existing plant and warehouse capability by moving Paratronix to MCC's Westborough, MA facility over time.
Business Broker Attends 2016 IBBA Educational Summit in Las Vegas, Nevada
May 24, 2016
NEW BEDFORD, MA - The Nery Corporation is pleased to announce that Adam J. Bradshaw, Broker, attended the International Business Brokers Association (IBBA) 2016 Spring Education Summit held March 6-9, 2016, at the Palace Station Hotel & Casino in Las Vegas, Nevada.
Adam took the two-day course, 'Analyzing and Recasting Financial Statements' along with the 'Pricing Small Business 1 and 2' courses.
Upon completion of each course, Adam passed the exams covering the subject matter and received a total of 32 credit hours.
Adam is pursing the Certified Business Intermediary, CBI professional designation from IBBA.
The IBBA promotes members professional development and interests to maximize public awareness of the Business Brokerage profession.
New Bedford MA Business Executive, Kevin A. Nery, Attends International Mergers and Acquisitions Conference for Professional Development
ALBUQUERQUE, NM - Kevin A. Nery, CBB, CBI, M&AMI, President of The Nery Corporation in New Bedford, Massachusetts attended the 46th Annual M&A Source International Conference for Professional Development on November 9-12, 2015, at the Hyatt Regency in Albuquerque, New Mexico.
The International Business Brokers Association, (IBBA) and the M&A Source are the largest international organizations consisting of Professional Business Brokers, Business Intermediaries, and Merger and Acquisitions Advisors with our 1,000 members worldwide.
Kevin A. Nery holds professional Designations of CBI - Certified Business Intermediary and M&AMI - Merger and Acquisitions Master Intermediary. He is one of only two M&AMI's in the States of Massachusetts and Rhode Island.
Mr. Nery attended workshops and classes covering the latest educational, marketing, research, and financing information. Mr. Nery completed recertification requirements for both CBI and M&AMI designations.
Kevin also attended the middle market expo, meeting with Private Equity Groups (PEGs) and Investment Groups specializing in the lower to middle market acquisition arena.
Please contact us for a confidential, complimentary consultation to further explore how The Nery Corporation will work together with you to successfully achieve your goals.
Nery Corp. announces sale of HVAC company on Martha's Vineyard
November 20, 2015
NEW BEDFORD, MA - The Nery Corporation announces the sale of the HVAC company BTU Control, Inc., and the Real Estate located at 18 Mettels Way, Edgartown, Martha’s Vineyard, Massachusetts.
The Company and Real Estate was acquired by Neal Amodio/CM, LLC.
Since 1995, BTU Control, Inc., has serviced the Martha’s Vineyard Island residential and commercial customers with their heating, ventilation and air conditioning sales, installations, repairs and service needs.
The Sellers were represented by Kevin A. Nery, CBB, CBI, M&AMI of The Nery Corporation.
The sale price was undisclosed.
M&A Advisors Proven To Improve Valuations
January 21, 2015
By Billy Fink, Axial
"Do I really need an M&A advisor?" This is a question thousands of business owners ask themselves every year when they embark on the process of selling their company. Although there are many benefits to an advisor, some business owners still choose to bypass the intermediary, thinking the value is overstated.
In an effort to definitively answer this question, several academics "analyzed a sample of 4,468 acquisitions of private sellers during the period of 1980 - 2012 to examine the decision and the consequences of hiring sell-side M&A advisors."
The results bode well for intermediaries.
In the study, entitled Does Hiring M&A Advisors Matter for Private Sellers?, Agrawal et al. discovered that "private sellers receive significantly higher acquisition premiums when they retain M&A advisors." Although "top-tier" intermediaries offered the highest acquisition premium, the benefit of the M&A advisor held true across all deal sizes.
M&A Advisors Create Competition
The higher acquisition price derives from an M&A advisor's ability to run smoother processes with better buyer lists. As Agrawal et al. learned, financial intermediaries have "greater economies of specialization and information acquisition, and have lower search costs than their clients." A smooth process means that the M&A advisor is particularly adept at keeping multiple, relevant bidders engaged simultaneously. This concurrent interest from several interested parties is critical to obtaining the best sale price.
"Previous studies find that bargaining power is a significant determinant of the magnitude of private company valuations," wrote the professors. "A key determinant of the seller's bargaining power is the number of competing bids it receives." Like supply and demand, "a seller has more negotiating leverage when a prospective buyer believes that it is competing with other bidders." An M&A advisor helps drive acquisition premium by driving competition.
Best of all, the competition doesn't even need to be real. According to Agrawal et al., the mere presence of an M&A advisor can induce a sense of competition. "An M&A advisor can influence the attitudes and assumptions of bidders. If a seller only has one strategic buyer interested in purchasing the company, using an M&A advisor can give the prospective buyer the impression that there are competing strategic buyers against which it must compete to acquire the seller."
M&A Advisors Are Most Important in Private Transactions
This competition thesis is particularly vital for private companies because of the opacity of the private capital markets and the information asymmetry between first-time sellers and investors.
"Public companies receive more bids than comparable private sellers for several reasons," write Agrawal et al. "First, regular SEC filings allow potential bidders to obtain information about public companies that they may be interested in acquiring without incurring significant costs. Second, public companies tend to have greater visibility and media exposure relative to private firms, increasing the probability that they would attract the attention of potential bidders. Third, a public company receiving an initial takeover bid via a tender offer is required to publicly disclose it. The disclosure is followed by a waiting period imposed by the Williams Act of 1968 to provide opportunities for potential buyers to submit competing bids."
Without these same factors in the private markets, private sellers often benefit from a sense of competition.
Overall, Agrawal et al. explained, "A sell-side advisor can identify strategic buyers, evaluate the reasonableness of a bidder's offer, manage and pace concurrent negotiations with multiple bidders, reduce the information advantage that a seasoned acquirer has over a private seller regarding the M&A process, and represent a private seller in negotiations with potential buyers."
Although these are extremely compelling reasons to retain an M&A advisor, an effective intermediary can offer benefits beyond price - a good M&A advisor can help a business owner identify the best process for exiting the business. Since many closely-held businesses often experience intense family or shareholder dynamics, which may complicate the transaction, having a full understanding of the available options is essential. For example, if you want to sell the business to family or friends, a management buyout (MBO) or an Employee Stock Ownership Plan (ESOP) may be most appropriate. For transactions involving highly complex family or shareholder dynamics, your advisor can also serve as objective, third-party counsel that helps your business make decisions that maximizes a successful outcome for all stakeholders.
Additionally, advisors help keep you focused on running your business - a vital part of any sales process. They do not let the transaction become a distraction that negatively impacts business performance during such a critical period.
Nery Corp. announces sale of specialty manufacturing company in RI
December 23, 2014
NEW BEDFORD, MA - The Nery Corporation announces the sale of the specialty manufacturing company, Harris Tool & Machinery Company, Inc., located at 1001 Main Street in East Greenwich, Rhode Island 02818.
The Company was acquired by Agar Machining & Welding, Inc., of Pawtucket, Rhode Island.
Since 1947, Harris Tool & Machinery has produced shafts, base plates, housings, tool parts, heat treated parts and many different components needed for manufacturing equipment.
The Sale Price was undisclosed.
Marketing Your Company For Sale
After deciding to sell your business or company, your must establish an asking price of value. Once a proper value has been established for your company, the next important step will be the Marketing Process. Typically, after receiving general blind information on your company, a qualified Buyer will enter into a Non-Disclosure or Confidentiality Agreement relative to your transaction.
A Professional Business Brokerage Firm will prepare a Confidential Memorandum Book which will provide all information on the company, industry, market area, employees, facilities, financial statements and tax returns, company marketing material and all pertinent information for evaluation. This professionally prepared book will be utilized by the Buyer, CPA's, Attorneys, Consultants, and Lenders. It is a vital marketing tool to sell your company.
The marketing/advertising process also includes print advertising in local, regional and national publications handled professionally to maintain confidentiality. The Internet has become a popular search mechanism for serious Buyers. A professional firm will select the most effective, secure web sites for this form of marketing and are experts in communicating with Buyers.
A Professional Business Brokerage Firm will also have a proprietary database of pre-qualified buyers and have access to a confidential national database as well. This fact alone justifies being represented by a Professional Business Broker. Real estate agents and others have a history of being unable to access qualified buyers in a confidential manner when attempting to sell a small business.
The Marketing phase is an important part of the process and must be controlled by an experienced professional to maintain confidentiality during the transaction and create a pool of financially qualified Buyers interested in your company.
Selling? Get Your Financial House in Order!
In the past I have addressed this subject on many occasions, so I am still amazed at what I continually observe from business owners. Many owners still do not place the appropriate emphasis on having good financial records, especially if they are preparing to sell their business or company.
Too many owners are lackadaisical or leave all financial responsibility to bookkeepers, clerical positions or their accountants. If you are a business owner you must know the accounting basics and review your records daily! An answer of "I don't know, check with my accountant or bookkeeper" does not cut it. Typically everyone is amazed when a person put in a financially responsible position gets caught embezzling or misappropriating funds. I am not surprised at all! Often the owners do not monitor the situation properly and do not impose the proper financial controls. Financial duties should be segregated with proper oversight, checks and balances and continued review. CPA's and financial advisors should also assist the owners in all these areas to prevent wrong doing.
Another area which owners are lax is tax filing and compliance. Once again if you are trying to sell your business or company all tax filings must be current. Federal and state payroll taxes, sales tax, income tax, etc. must be timely filed and paid. Business or corporate tax returns that are not filed or on extension are situations which are unacceptable if you are selling. A sales transaction will not close if returns are not filed. You will not be able to secure a Certificate of Good Standing from the Department of Revenue and will be unable to secure a Waiver of Tax Lien Certificate necessary documents needed to close.
So, financial recordkeeping and reporting must be top priority for all business owners. Educate yourself, get personally involved and be on top of all financial areas within your business or company. It will provide you with key financial information for decision making and add value to your company, especially if you are planning to sell.
The Larger Company Business Model
I am fortunate to work with many different business owners as an advisor. Having the luxury of working with small companies and also large companies enables me to view their business models with a much different perspective.
I firmly believe that small companies would benefit by modeling the entire business structure similar to a larger company (of course on a much smaller scale). I see many small businesses struggling to survive because they do not have the proper successful structure in place. The successful small and large companies seem to have the following characteristics.
- Good accounting systems and financial records which are reviewed consistently and used as a true management tool.
- Well trained and experienced employees which leads to strong overall performances company wide.
- Strong management in all of the key areas of the company.
- An experienced and focused marketing plan with proper implementation and measured results. Many small businesses do not have a solid marketing effort which ultimately hurts their growth and financial success.
- Experienced and successful sales teams working in harmony with all other groups within the company.
- Top notch IT, either internal or outsourced. Proper computer systems and information strengthens the company on all fronts.
- Strong inventory controls.
- A clear company mission and vision for future goals, growth and success. Many small businesses are simply operating in a very short term environment with no "game plan" for the future.
After reading the above, some small business owners will tell me that they cannot achieve some of these things, citing lack of time and funds, lack of ability to train properly, lack of good qualified employees, say they are in survival mode and just barely getting by, etc. I argue that you can if you roll up your sleeves and get organized. You must if you want to survive and become profitable, and it should be your top priority. If you need help, seek out professionals who can help you. There are also government sponsored assistance programs available.
Small business owners should strive to operate like much larger sophisticated companies. There is a good reason why they grow and are successful. When it comes time to sell or merge your company, your will be able to achieve the highest value.
Nery Corp. announces sale of Rhode Island manufacturing companies
June 13, 2014
NEW BEDFORD, MA - The Nery Corporation is pleased to announce the successful sale of Vulcan Catalytic Systems, Ltd. and MDF Coating Systems, LLC to Heraeus Noblelight, LLC.
Both acquired companies are based in Portsmouth, Rhode Island. They manufacture and assemble gas catalytic infrared heaters, ovens and systems for industrial drying, heating and curing with a special focus on powder coating processes. Their products are also utilized in the automotive, marine, food and other manufacturing industries.
Company President Michael Chapman stated, "Vulcan Catalytic and Heraeus share a common goal: to consistently exceed customer expectations. Joining the Heraeus network will offer us numerous opportunities to introduce our products and expertise to new markets."
Mr. Chapman also thanked Kevin A. Nery, CBB, CBI, M&AMI for his diligent efforts throughout the entire selling process at a celebration at the New York Yacht Club in Newport, Rhode Island.
Heraeus Noblelight, LLC, headquartered in Hanau, Germany, is a specialty light source business group, part of the Heraeus Precious Metals and Technology Group, the 160 year old global, private company. In 2013 Heraeus achieved revenue of £17 Billion and has over 12,500 employees in over 110 subsidiaries worldwide.
"With its acquisition of Vulcan Catalytic, Heraeus Noblelight is expanding its application know-how in the area of coatings, as well as its portfolio in the sphere of long-wave lights," explained Rainer Kuchler, Managing Director of Heraeus Noblelight. "Vulcan Catalytic has decades of experience in development of gas catalytic systems, which, in certain application, are an ideally complement to our electric infrared product line. We plan to use our combined expertise to develop new solutions that offer long term benefits for our customers."
The Nery Corporation, located in downtown New Bedford, MA provides professional advisory services to sellers and buyers of companies in Massachusetts and Rhode Island.
Do Your Due Diligence
When acquiring a company, an important part of the transaction process is the period for proper Due Diligence. During this period, the Buyer/Acquirer performs an in depth evaluation of the company and its assets. The theory behind Due Diligence holds that performing this type of investigation contributes significantly to informed decision making by enhancing the amount and quality of the information and by ensuring that this information is systematically used to deliberate in a reflective manner on the decision at hand and all of its costs, benefits and risks.
The actual time period required for this investigation depends on the size of the transaction. For smaller businesses this could take 7-14 days and for larger companies 60-180 days is the norm for a sale or merger. For small businesses the focus is usually verification of cash receipts, review of expenses, employees, the market place, location and customers. For larger transactions the categories reviewed include accounting/tax, inventory, fixed assets, legal, controls, staff, outside services, customer and vendor verification, operations, insurance, pensions and benefits, marketing, sales, competition, industry research, IT, environmental testing/compliance, etc.
Size also matters in regard to actually performing this work. For smaller businesses, typically the buyer will perform the work by himself or engage an accountant or advisor to assist. For larger deals, the acquirer will usually form a team of professional advisors to perform these duties. Each specific area is designated in a detailed Due Diligence Checklist and assigned accordingly. The cost of this extensive investigative work could easily reach six figures and beyond for larger multimillion dollar transactions.
Once Due Diligence is completed successfully, final legal agreements are drafted and the closing is set. Due Diligence is an important step in the buying process. It is imperative that you concentrate your efforts to properly investigate before you buy. Your findings will not only confirm your decision to complete the sale, but will also provide a blueprint for you to make the necessary improvements or to implement any changes needed as your move forward as new owner.
Manufacturing: Beware of Excessive Debt
I spend a lot of time in manufacturing facilities in Massachusetts, Rhode Island and Connecticut. My company consults, sells manufacturing companies and performs machinery and equipment appraisals. Contrary to the general public's perception, the manufacturing sector in the U.S. is alive and well and serving many niche markets.
American manufacturing, except for several recession years, has been growing steadily and significantly since the early 1970's. The United States is producing more durable goods today than ever. Each month of 2013 saw a record high for that month in the durable goods index.
Current manufacturing company owners could certainly benefit from some of my recent discussions and observations in the sector. Many manufacturers are achieving good results, and maintaining their customer base, have skilled employees, a strong sales force and have healthy profitable operations. But recently I have seen several manufacturers who have fallen into very similar financial traps.
Recent visits to three manufacturers have resulted in the same unfortunate tale. They basically had overspent for capital equipment in their factories and were having difficulty "digging out" from beneath their substantial debt load. In one case the company had a debt balance that was higher than their annual sales revenue!
Investing in machinery and equipment is a "double edged sword." You need to upgrade machinery to produce goods in demand by your present customers and to impress new customers and be competitive in your marketplace. One plant purchased a $250K Robotic Cell and has used it for one job and it has sat idle for four months since!
The problem or trap for these owners has been continuing to buy machinery for which they were able to receive loans. They receive a new machine and make future monthly payments to pay down the debt. They keep purchasing equipment and their debt continues to rise.
The problem escalates when their production volume is not meeting their plan or they lose a couple of key customers. They begin to drown in debt while they struggle to pay their monthly loan payments.
These owners will be the first to criticize the banks for tightening their belts and scrutinizing the company's performance. When the key financial ratios fall below industry standards there are legitimate concerns on the lenders side. Does the company have the ability to survive and meet their debt obligations? You cannot blame the bankers for their concerns as they have seen many failures before.
When an owner wants to sell their company a related problem occurs. Their machinery and equipment or hard asset values actually exceed the basic value of the company. Now you say how can that be? It's easy! The hard assets are not producing the sales volume that they should combined with low profitability. A classic example of negative goodwill. The overall business valuation suffers along with the proposed asking price for the company.
So be extremely careful with new machinery purchases. Do your homework and be sure your company can truly afford it going forward before making a financial decision you will have to live with for years.
Take a Vacation = Strengthen Your Business
It is common knowledge that when it comes time to sell your business, a buyer will review exactly how dependent the business is on your daily presence and involvement. Typically a higher value is placed on businesses that are well managed and the overall success of the business is spread throughout the company rather than tied to the owner directly.
So, it may be prudent to take that long anticipated vacation that you have been putting off for a while. Leave your computer at home and limit contact to only emergency calls. The better your company runs on autopilot, the more valuable it will be when you are ready to sell.
When you return from vacation spend valuable time to assess the situation. Don't rush to answer every email or phone call immediately. Slow down and delegate some of these items to your employees. Look at each issue through the lens of a possible problem with your people, systems, or authorizations.
Start with your employees to answer the following questions.
- Why did these problem end up on my desk?
- Who else is qualified to answer these questions and why was that person not consulted?
- If nobody else is qualified, who can be trained to answer this question in the future?
Next, look at your systems and procedures. Could the issue have been dealt with if you had a system on a set of rules in place? The best systems are hard wired and do not require human interpretation; but if you're not able to lock down a technical fix, then at least give employees a set of rules to follow in the future.
You may be personally creating a bottleneck in your own company if you are trying to control everything. Employees may know what to do but do not have any means of executing the fix they know you would want. This can often be accomplished successfully by allowing experienced employees the responsibility they deserve.
Given the fire that may need to be extinguished after the fact, taking a vacation may seem more of a hassle than it's worth. But if you transform the aftermath of the vacation in to systems, training, and procedures that allow employees to act on their own, you'll find the vacation will be well worth it as your company will increase in value as it becomes less dependent on you personally.
Small Business Sales Transactions Up 49% in 2013!
BizBuySell.com, the Internet's largest business-for-sale marketplace reported that small business transactions grew 49% in 2013 compared to 2012. The San Francisco, CA based company has over 1 million monthly visitors and the company releases its Insight Report quarterly. Closed transactions are reported to the company on a voluntary basis by business brokers nationwide.
The full year totals represent the first year of extreme improvement in business sales since levels reached record lows in 2009. In 2013, 7,056 small business sales were reported, a significant spike over 4,730 transactions reported in 2012. Ironically, the improvement was led by exceptional growth in restaurant and retail market's two industries which traditionally trail other categories. Yearly restaurant transactions rose 78% and retail business 71% in 2013 compared to 2012.
The dramatic rise in 2013 business sales can be attributed to multiple factors, including the improving economy, strong supply and demand (an aging business owner demographic and an increase in the number of qualified buyers) and continued improvement in small business financial performance.
In 2013, small business median revenue rose 13% to $405,905 and median cash flow grew 9% to $97,000. This strong financial improvement helped push the median sale price up 13% to $180,000- good news for sellers. However, the fact that this is still a buyer's market is revealed by the fact that the average revenue and cash flow valuation multiples fell 1.7% and 3% in 2013. Sale price multiples are down slightly despite the surge in transaction activity due to the fact that supply growth slightly outpaced demand. Demand growth in 2013 was strong as perspective buyers saw strengthening small business financials and economic activity. Improving personal wealth and an active lending landscape translated into more qualified buyers with sufficient means to buy a business.
Baby Boomers, who put retirement plans on hold during the recession returned to the market confident that they could finally receive an appropriate sales price for their business. 76% of business brokers surveyed expected even more Baby Boomers to sell their business in 2014.
The business for sale market is trending toward a continued path of increased activity in 2014. Small business owners have "got their act together" and qualified buyers anxiously await solid business opportunities to emerge in the marketplace, so the fundamentals seem right for sustained business transaction activity ahead.
75% of business owners do NOT have a Succession or Exit Plan!
I was recently invited to a seminar presented by a national accounting firm titled Succession by Design. Owners of companies were in attendance with their successors/ family members. As we introduced ourselves, it was interesting as the veteran owners were very confident in their future plans and goals while the younger family members were not as confident. You could tell that future uncertainties were weighing on them and their goals were slightly different than their fathers who believed that the family business continuance was the best option. Introducing myself to the group I explained that I work with business owners to plan for the future, but I was probably best known for selling companies and would try to provide another experienced voice. The seminar was informative and called for the Owners to focus on the Value Triangle which emphasizes four areas: Financial, Growth, Execution and Leadership. The development and growth of these business engines in balance leads to greater enterprise value and options for succession. Building a healthy sustainable business is the primary goal. With a solid, profitable business your options are always greater.
Planning is the key to successfully transferring the business to a successor or selling to a new owner. It was encouraging to see business owners planning for the future. Planning always lowers risk and provides a more informed road to success. For the owners, a succession transfer seemed like the best and easiest option. They would be able to control the company for as long as they want and spend time away while they have someone they could trust overseeing the business. This is where the next generation must be confident in their future responsibilities and communicate clearly to ensure they are on board with dad's plan. You can never eliminate risk entirely as unusual events happen in the future which are sometimes unpredictable. We all know of at least one story of "the kid" messing up daddy's longtime successful business or the new owner who wants to change things and ends up putting a once successful company into a downward spiral.
I talk to European business brokers and ironically a phenomenon which occurred in this country years ago is also happening there. Many of the next generation do NOT want to be involved with the family business in the future. They want to embark on their own career path. So, if you do have someone to pass the business along to, then I suggest you work on a plan sooner rather than later and become part of the 25% group.
If you do not have a successor then I recommend you start planning on your exit plan which most likely will be a Sale of your company in the future.
Pricing Your Business Sale
At an initial meeting, a small business owner will usually ask a business broker what he or she thinks their business will sell for. The business broker usually explains that a review of tax returns, financial information, assets to be sold, etc. will be necessary before a range of pricing can be suggested.
Some Sellers have an idea about what they feel their small business is worth. Many Sellers have absolutely no idea. Some have an ill conceived price in their mind based on what they want or need financially to exit or retire. Of course we all know that the amount they desire usually has absolutely nothing to do with the appropriate business value.
A professional valuator or business broker/ intermediary will factor in all the important ingredients to develop the value of the business. Business Brokers are familiar with financial analysis, have access to comparable business statistics and sales, are well versed with the current market conditions and can carefully establish a range of sale prices to expect.
The selling price of a business is of course important, but many times the actual Deal Structure is the most important factor when selling. Receipt of funds, Seller financing, earn out scenarios, stability of new Owner, tax issues and many other factors must be considered for the ultimate transactional price.
Too many Buyers make the mistake of being overly concerned about the full price when the terms of the sale can make the difference between success and failure. If you could buy a business that would provide you with more net profit than you thought possible even after subtracting your debt service, and you could purchase the business with a small down payment, would you really care what the full price of the business was?
In summary, when selling your business make sure that you reach out to the appropriate professional advisor to zero on the proper pricing for your business offering. With the appropriate asking price you will establish credibility and be able to attract serious, qualified Buyers.
Nery Corp. named as one of Pratt's Stats Hall of Fame Award winners
January 24, 2014
New Bedford, MA: Kevin A. Nery, CBB, CBI, M&AMI President of The Nery Corporation is pleased to announce The Nery Corporation has been selected by the Business Valuation Resources, LLC Group as one of the Fourth Quarters' 2013 Pratt's Stats Hall of Fame Award winners.
Pratt's Stats is the premier private company transaction database and receives business sale transaction data from national business intermediaries across the country. The Nery Corporation has submitted confidential transactional information to Pratt's Stats since 2000.
Nery Corp. announces acquisition of Rhode Island manufacturing company
New Bedford, MA: Kevin A. Nery, CBB, CBI, M&AMI, President of the Nery Corporation is pleased to announce the successful acquisition by its client, Atlantic Lighting, of Zoom Lighting Ltd. on September 30, 2013.
Zoom Lighting Ltd. of West Warwick, Rhode Island designs, assembles, manufactures and distributes linear lighting products. Atlantic Lighting headquarters is located in the Fall River, MA Industrial Park.
Bob Morton, Atlantic Lighting National Sales Manager stated in an announcement "...in addition to the physical assets, we are pleased to bring Zoom Lighting's senior management and designers into the Atlantic Lighting family. Atlantic Lighting is following a business plan for swift, yet controlled growth."
The Nery Corporation is a business advisory firm specializing in the sale, merger, acquisition, valuation and consulting for companies with transactional values of $1M to $20M located in New England.
Nery Corp. announces sale of CT lighting manufacturing company
New Bedford, MA: Kevin A. Nery, CBB, CBI, M&AMI, President of the Nery Corporation is pleased to announce the successful sale of Vantage Lighting Company to The Lexington Lighting Group, LLC on October 25, 2013.
Vantage Lighting Company assembles and manufactures ETL/UL approved commercial and architectural lighting fixtures from their facility at 76 Community Ave., Plainfield, CT.
In an announcement, The Lexington Group, LLC who also own Wilshire Manufacturing of Taunton, MA stated... "this merger will add tremendous resources for both companies and our goal is to become a technology leader in the lighting industry."
Defining A Business Asset Sale
What is an Asset Sale?
When selling or buying a business / company, the transaction may have many elements. One basic element is whether the transaction will be structured as an Asset Sale or an Entity Sale. The trick here is that one deal structure typically benefits one party and not the other. To accommodate both parties sometimes a hybrid version of both deal structures are utilized. Today I will focus on the Asset Sale.
An Asset Sale allows the seller to sell his tangible and intangible assets to a buyer directly. In an Asset Sale, the seller retains ownership of the company's shares of stock (for corporations) and only the identified assets in the Asset Purchase Agreement are sold and transferred to the buyer. The buyer creates a new entity or uses an existing entity for the transaction.
In a traditional Asset Sale, the buyer receives inventory, furniture, fixtures, equipment, vehicles, machinery, tools etc., trade and domain names, telephone and fax numbers, e-mail addresses, websites, assignable leases, goodwill and all intangible assets. The seller retains all funds in their cash accounts, accounts receivable, prepaid expenses, deposits, and other current assets. The seller will also be responsible for the payoff of all liabilities, accounts payable, payroll taxes due, and all other debt. The seller will receive the purchase price proceeds plus or minus the net effect of the assets or liabilities retained as above.
When comparing the effects of an Asset Sale versus the Entity Sale, a buyer will generally prefer the Asset Sale for several reasons. The buyer will be able to clearly identify the assets and liabilities (if any) they will receive. A buyer may also benefit from a write up of the basis of assets to the fair market value paid for them. This results in increased tax depreciation write-offs leading to lower taxable income and lower taxes for the buyer in the future.
Sellers usually prefer an Entity Sale for several reasons. First, they are generally completely free from all future business/company obligations. The buyer purchases stock and all assets, liabilities, etc. of the predecessor company. Secondly, the seller may be able to pay lower taxes via capital gain rates. The seller, if a C Corporation may face double taxation, at the corporate and personal level with an Asset Sale.
Deal structures and taxation are key components of any business sale. This is the time when experienced business transaction professionals will assist you. As we all know, "it's not how much you get, but how much you keep!"
What is an Entity Sale?
Now we will discuss the Entity Sale, and for simplicity, I will focus on companies with a corporation structure and the sale of stock. On the surface, a stock sale is a relatively simple transaction with a Buyer purchasing the stock certificates of the Seller for an agreed upon purchase price.
Deal structures, taxation, organizational integration, legal areas are all key components of a business sale transaction. Sellers will generally prefer a stock purchase, because it allows them to completely step away from the business. By all practical matters the Buyer in effect steps into the role of the Seller and the operation of the business continues in an uninterrupted manner. Unless specifically agreed to, the Seller has no continuing interest or obligation with respect to the assets, liabilities, or operations of the company.
When an acquirer purchases the stock of a corporation, the company in its' entirety is transferred. In a negotiated purchase price all the balance sheet items - assets, liabilities, and stockholders' equity transfer at book value to the purchaser. When a C Corporation is sold in a stock sale, the proceeds transfer directly to the individual selling the stock and results in taxation at the lower capital gain level for the individual. This is important, because as we discussed last month, an Asset Sale could result in double taxation for the corporation and seller.
The Buyer usually prefers an asset purchase as they will be able to clearly identify which assets and liabilities will be assumed. The "fear of the unknown" for liabilities, along with the ability to buy assets at fair market values and depreciate accordingly for future tax savings usually favors the asset sale for the Buyer. A similar step up basis for assets may be available for a stock sale.
Often times, there are unique transactional reasons supporting a stock sale, such as if the selling company has non-assignable contracts, a large fleet of vehicles to be transferred, licenses and permits which are non-transferable, etc.
As you can see, the decision on whether to structure a transaction as a Stock Purchase or an Asset Purchase involves many factors which can impact the Seller and Buyer differently. Once again this is a time to employ experienced professionals for sound advice which will lead to a successful transaction for both parties.
Murray Touts SBA Loans, Job Creation To State's Business Brokers
The recent New England Business Brokers Association's annual meeting, held in Worcester on Feb. 1, featured Massachusetts Lieutenant Governor Timothy P. Murray as speaker. At the meeting, which brought together business brokers, intermediaries, attorneys, accountants, and lenders in Murray's home town, the lieutenant governor focused on the current administration's support of the business community and economic development in the state.
Murray began his discussion with a familiar topic for the audience, Small Business Administration guaranteed loans and the Patriot Express Loan Program for Veterans, which helps small business owners. The Lieutenant Governor stated that Massachusetts was the "best state in the country" for programs for veterans and their families. The emphasis was on the Patrick Administration's efforts to support veterans when they return home from active duty.
The lieutenant governor focused on manufacturing next, noting that from 2006, our state went from 47th to fifth in job creation in the United States, and is now the sixth largest manufacturing employer in the country. Murray pointed to the recapitalization of the MA Growth Capital Corporation as the impetus to assist manufacturers, biotech, and others to obtain financing to continue to grow their business in the future, an example of government partnering with the private sector.
When asked how his administration is helping small business, Murray cited six areas of achievement for the state:
- Healthcare — Through cost containment and other initiatives, the 2006 Health Care Reform act now insures 96 percent of all Massachusetts residents, and is stabilizing health insurance costs for employers. He stated that "ending the fee for service model and focusing on wellness really works."
- Massachusetts Unemployment Insurance — The rate "freeze" for employers has helped small business owners control expenses.
- Regional Development Focus — Murray pointed to the $50 million Urban Development Project in Worcester to remove the downtown mall and replace it with the construction of office, residential, and retail buildings. He stated that the governor has been focused on regional projects to stimulate economic growth throughout the state.
- Education — Murray stated that the areas of highest unemployment usually equate to the lowest education level attainment, so the focus has been to bring all state universities, colleges, and community colleges closer together, eliminating costs and making education affordable.
- Transportation — The Southeastern Massachusetts and SouthCoast areas were used as examples of vastly under-utilized regions for transportation. Additional connector rail service west and south of Boston will benefit regional economic growth and ultimately help small business and those regions to attain growth in jobs.
- Casino — Murray stated that "casinos are not the panacea to solve all problems." The state currently has approximately a dozen entities bidding for the three casino locations. The state currently "loses millions of dollars a year to Rhode Island and Connecticut," he said, noting that the casino will spur temporary construction jobs and also permanent jobs.
The Lieutenant Governor finished the evening's discussion highlighting the state's many strengths. He pointed to the Port of New Bedford as the number one fishing port in the United States, and touted Boston as number one and Worcester number three as the fastest growing major metropolitan areas in the U.S. Boston, Springfield, and Worcester also claimed spots in the Brooking Institute's top 20 economic recovery areas in the country.
"Small business drives the economy" in Massachusetts, Murray said.
New Bedford, MA Business Executive, Kevin A. Nery, Attends International Conference for Professional Development
PHOENIX, AZ - Kevin A. Nery, CBB, CBI, M&AMI, President of The Nery Corporation in New Bedford, Massachusetts attended the IBBA/M&A Source National Conference for Professional Development on November 14-19, 2011, at the Pointe Hilton Tapatio Cliffs Resort in Phoenix, Arizona.
The International Business Brokers Association, (IBBA) and the M&A Source are the largest international organizations consisting of Professional Business Brokers, Business Intermediaries, and Merger and Acquisitions Advisors with our 1,500 members worldwide.
Kevin A. Nery holds professional Designations of CBB - Certified Business Brokers, CBI - Certified Business Intermediary and M&AMI - Merger and Acquisitions Master Intermediary. Mr. Nery attended workshops and classes covering the latest educational, marketing, research, and financing information. Mr. Nery completed recertification requirements for both CBI and M&AMI designations.
Kevin also attended the middle market expo, meeting with Private Equity Groups (PEGs) specializing in the lower to middle market arena. The IBBA keynote speaker was Mr. Jack Mackey, CFE, Vice President, SMG Inc., one of the top 50 research firms in the U.S. The M&A Source keynote speaker was Michael O'Malley Jr., President of Family Business Dynamics LLC.
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