Thinking of selling your business? Better get started
By: James S Cassel
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To sell or not to sell? That is the question on the minds of business owners who didn’t sell their businesses in 2012 and are concerned about the possible impacts of rising taxes and other economic issues this year. Middle-market mergers and acquisitions activity seems to be picking up in 2013.
Fact is, if you’ve been thinking of selling, the time to begin the process was, frankly, “Yesterday.” Starting the process does not necessarily mean that you will pull the trigger and sell.
If your business is likely to be affected by any of the following factors, then it would be a wise move now to consult your trusted advisors, weigh your options, and begin taking the necessary steps to protect the best interests of your business. Timing is key to ensuring you maximize the value for your business.
Higher taxes and rising prices. Some economists are saying that the recent expiration of payroll tax cuts and spikes in food prices could subtract 0.8 percentage points from U.S. economic growth this year. According to a Reuters poll, the economy is expected to expand 2 percent this year, down from 2.1 percent last year. In light of this, households are more cautious about spending and acquiring new debt, are worried about having enough retirement savings, and are concerned about the rising prices of gasoline and almost everything else.
Choppy market conditions. While the stock market may be up at new highs, it generally does not move in a straight line and we can’t sit back and assume it’s going to continue heading north. The rebound that we’re seeing in the stock market is due in great measure to political factors, including the size of the deficit and Federal policy, making the 2013 market potentially quite a risky place.
Sales taxes for online retailers. Online retailers and other online businesses are likely to get hit with more sales taxes. In time, everyone will have to pay sales taxes for their online purchases, which will neutralize to a certain extent the competitive advantage that many online retailers currently enjoy and will seriously hurt some of margins.
Capital investments and new technologies. The continuous introduction of new technologies that we’re seeing is great in many ways, but purchasing these new technologies can often be quite expensive and require additional investments in terms of training and/or hiring employees who are able to use them.
Rising interest rates. Interest rates are expected to increase at some point and will hurt margins for some business owners.
Industry consolidations. Many industries, such as technology, travel and manufacturing, are experiencing consolidations. It’s critical for business owners to know when to take advantage of good offers to sell their businesses. I’ve seen some business owners who, after missing out on opportunities to sell, have gotten stuck holding the bag with their floundering businesses while their better-capitalized competitors have continued to grow.
Expansions. For some business owners, expansion is critically important to remain competitive and keep up with growing demands from clients, etc. However, this requires both capital and stomach – which not all business owners may possess in the right quantities.
Emotional considerations. Just as important as the practical considerations mentioned above are the emotional factors. Some business owners find that they’ve been through so many trials and tribulations during the past four years that, simply put, they’re tired. They want out. When these feelings hit, it’s usually wise to begin looking for ways to move on, as businesses require a great deal of energy and commitment to succeed.
In addition to selling 100 percent of your business to a strategic buyer, there are a myriad of other options that you can consider, such as selling your business to a private equity firm or family office. This would enable you to retain some of the upside and give you capital to grow your business while helping eliminate some of your risk by taking some of your money off the table.
Indeed, in today’s uncertain marketplace, business owners have many considerations and options to weigh, and it’s important to work with trusted advisors such as investment bankers and attorneys to find the solutions that are best for every situation. As always, it’s all about strategic planning – something that unfortunately some business owners are great at doing for their clients and customers but not so good at doing for themselves. Without doubt, business owners who roll up their sleeves and take the right steps at this time are likely to put themselves in the strongest position going forward into 2013.
James S. Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. www.cassel salpeter.com
Family businesses require special handling to succeed
By: JAMES S. CASSEL
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One of the greatest challenges of running family businesses is that they contain, well, family. Based on my experience working with and being a part of family businesses, I’ve learned that success requires everyone to work together harmoniously and as if they are not related.
This can sound difficult, particularly for parent-child or husband-and-wife teams, but it’s possible if everyone agrees upfront to set aside their egos and family relationships, roll up their sleeves and work toward a common goal of ensuring the business’ success. How can you do this?
It is important to recognize that your issues are probably not unique and you can learn a lot from others. Currently, family businesses comprise 90 percent of all business enterprises in the U.S. and 62 percent of total U.S. employment, according to the Small Business Administration. So take advantage of the vast knowledge, tools and other resources available today by working with consultants and business coaches who specialize in helping family owned businesses. This is a good idea for non-family businesses as well.
Having seen the good, the bad and the ugly when it comes to family businesses, I can offer some practical advice:
• Put in place the right employment policies and job responsibilities, including detailed job descriptions and goals, and enforce them consistently. Get buy-in and support by reviewing the policies with everyone.
• Routinely measure performance. Employee evaluations are helpful. Hire a non-family Human Resources Director or business coach, for example, to lead the evaluations and approve things like salary increases and vacation time. This can also help with family members who need to be fired.
• Put outsiders in positions of power. Smart business owners have independent boards of directors to give advice and often put non-family members in management who have no allegiances to anyone in the family. It is wise to employ non-family members with the strength of character to stand by their convictions and focus on what’s right for the business. This helped one of my firm’s clients when she had to make decisions that contradicted the wishes of her mother, who was a silent investor.
• Establish a clear chain of command for everyone to follow. In addition to helping reduce the likelihood of people feeling entitled to special privileges and abusing their family ties, it also helps other employees feel more comfortable with their jobs when they know the same rules apply to all. Giving family special privileges will cause problems and tensions among others and possibly undermine the success of the business.
• Reward results rather than genetics. Some of the people who matter most to family businesses – including employees, clients, referral sources and even potential buyers of the businesses – often assume that the business owners give preferential treatment to their kin. For a business to be taken seriously by all parties, everyone must believe its run fairly and with the best interest of the business at heart.
• Don’t hire your children unless they have sufficient interest and aptitude, and don’t give them too much responsibility too quickly before they have proved they’re ready. When there are problems with children, face them head on. It’s also wise to encourage your children to get experience working at another business before joining yours. My son, Philip Cassel, for example, acquired good training and experience at two other firms that made him a stronger asset when he joined Cassel Salpeter.
• Invest in employee education, including training related to people skills and communication.
• Be careful what roles you give your family members. What happens when your relative keeps the company’s books? To outside observers, including potential buyers of your business, this can create misperceptions and concerns. It’s always smart to have outside accountants review or audit your books.
• Over-communicate. Family dynamics can infuse unnecessary emotional drama. Maintaining clear, open communications channels can help neutralize touchy situations.
• Develop succession plans. Data from peakfamilybusiness.com show that only 30 percent of U.S. family businesses will successfully pass the reins to the next generation, despite the fact that approximately 70 percent of those surveyed said they would like the business to stay in the family. Almost half of the U.S. companies surveyed had no succession plans and, by the third generation, only 12 percent are still viable. It’s critical to work with experts, such as attorneys, coaches and investment bankers, to develop customized succession plans. Don’t wait until a crisis strikes – by that time, it’s usually too late. I’ve seen too many families end up in court fighting over things that could have been discussed amicably in advance.
• Show your love. Although you should forget family ties when you’re working, you should take time out of the office to nurture your family.
For family businesses, it’s important to be realistic about the potential challenges and put in place the right systems to mitigate them. A little planning now can go a long way toward ensuring long-term success – and happy family relations for all.
James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. www.casselsalpeter.com
Whatever you do, don’t be like Congress
By James S. Cassel
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For an example of how not to run a business, look no further than our U.S. Congress. Simply put, you don’t want to run your company like Congress runs the country.
It’s common sense and should be as simple as this: A company should have a board of directors acting for the benefit of the shareholders, like Congress is supposed to do things for the benefit of the citizens. And if your company’s board of directors acts to the detriment of your shareholders, then the shareholders should fire the board the same way we should fire Congress and replace the entire lot with people who will take their fiduciary obligations seriously and make the tough decisions.
Here are a few of the many learnings we can glean from the mistakes of our Congress:
Make decisions. When running a business, it is critical to make decisions rather than keep kicking the can down the road the way Congress is dealing with the reduction of expenditures. Rather than trying to blame others, you must take ownership and take action to remedy the situation. It’s never easy. Avoiding or ignoring problems doesn’t make them go away. It makes them get bigger. If you are bumping up against your credit limits and have cash-flow problems the same way the government bumps against the debt limits, you should work with your creditors to develop a plan rather than waiting until the last minute to scramble for solutions or face dire consequences like bankruptcy. Unlike the government, you cannot print money, but you may be able to sell equity and raise cash.
• Be efficient. Much like our government needs to become more efficient, your company should continuously look for ways to increase efficiencies. Evaluate every expenditure and eliminate things you don’t need. Allocate the most resources to things that bring the most value to your firm. Invest in consultants who can help you save money, grow your business or streamline operations.
• Don’t sugarcoat. We’ve all seen our government trying to change the definitions of things in order to make them look prettier. Don’t change your accounting methods to make problems look better or try to hide things. It is important to be clear. When there are challenges, make sure the appropriate people know so they can help find solutions. When we acknowledge the issues and problems and are willing to work together with all constituencies, we can generally come up with a solution that is acceptable by all those involved.
Take advice. Smart business owners recognize the value of smart advice. Take advantage of outside advisors to help you. However, success requires a collaborative effort in which you work with your advisors and consultants, and then take and implement their advice. I once worked with a business that hired a great advisor, but when the report was complete, it was shoved into a drawer. Reminds me of the way Congress and the president ignored the Bowles-Simpson deficit-reduction plan.(Maybe they will dust off Bowles-Simpson as a framework and surprise us all.)
• Focus on what you can control. Effective business owners know how to prioritize and focus on what really matters. They know to deal with things that are within their reach. Understand what you can’t control, and deal with what you can control.
• Keep a close pulse on the healthcare climate. Stay abreast of the healthcare laws this year and develop a plan for how you will handle the changes when the new healthcare law fully goes into effect next year. While it’s always better for employees to stay insured, you may have to tweak terms of your coverage to make the plan financially viable for your business. Not every business can afford Cadillac plans. Moreover, make sure you understand the law better than Congress does. I have read that very few, if any, of them read the entire bill before they voted. Before you sign any document, you should read it entirely and make sure you understand it.
• Tackle problems head-on. If your business is losing money, don’t just keep pumping in outside money. You need to take a step back and deal with the problem by figuring out what’s causing the problem and then take the right measures to put your business back on track. For example, when it comes to employees, you need to know when to fire bad workers. Keeping these employees just means more work for everyone else, increased liability because they could make serious mistakes, and an unfair environment for other employees who have to cover for them.
• Plan. Many middle-market business owners mistakenly assume that business plans with budgets are for bigger businesses, and they are too “small” to need business plans, succession plans, etc. They say they’re too busy with day-to-day work and don’t have time to stop and think ahead. By taking a reactionary approach and not planning for the future, they reduce the likelihood of getting what they want from their businesses. Do not be like Congress, which keeps dealing with matters piecemeal rather than adapting a budget.
• Get help. Thankfully, there is no shortage of places where you can get help. In addition to contacting colleagues, consultants and advisors, you can get personal coaches or peer advising from companies like Vistage. Just because you’ve successfully owned a business and have done things a certain way for 20 years doesn’t mean you should keep doing things the same way today.
There’s no question that running a business is not easy. Indeed, it can feel like running a country. By taking the right steps and getting good advice along the way, business owners can minimize the challenges and increase their chance for success.
James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies.www.casselsalpeter.com
Don’t let economic uncertainty prevent business decisions for 2013
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Despite concerns, things are actually looking pretty good for the middle-market, but there are issues to keep in mind.
BY JAMES CASSEL JCASSEL@CASSELSALPETER.COM
Forget sugar plums. The visions dancing in the heads of South Florida’s middle-market business owners this holiday are looming recessions, cliffs and general uncertainty for the New Year. With this skeptical outlook, they’ve been holding off on major moves, including capital spending and hiring, until they’re certain the government is likely to chart an effective plan for strong, sustainable growth – or at least provide some rules so everyone knows how to play the game.
From afar, the world now can look pretty topsy-turvy. Europe is tangled in debt, and China is troubled with slowing growth, an expanding housing bubble and unreliable data. Here in the U.S., Capitol Hill has been debating plans on how to stave off controversial tax hikes and budget cuts known as the fiscal cliff, and although compromise seems to be in the air, the abundance of speculation and the scarcity of facts are keeping most people feeling uneasy.
However, from a different vantage point closer to ground level, things are actually looking pretty good for the middle-market in 2013. Here are some of the reasons we can feel optimistic as we move into the New Year:
Jobs are making a comeback: Despite the uncertainty, some middle-market business owners are hiring and expanding. National unemployment is well below its 10 percent peak, and the National Association for Business Economics estimates that by next year, the economy should be adding 173,000 jobs a month, up from 157,000 this year.
The latest Labor Department report shows the economy is picking up a bit, with employers adding 146,000 jobs in November – more than expected – and the unemployment rate dropping two-tenths of a percentage point to 7.7 percent.
Consumer debt has been shrinking: Consumers have been deleveraging and paying off their debts. Consumer confidence, which continues to rise, is as high as it was in 2007 before the crisis.
Housing is making a comeback: Demand is expected to increase as the Fed keeps buying bonds so mortgage rates remain at historically low rates. In addition, more construction means more jobs, and more people spending more money to furnish their new homes and enhance their lifestyles. In fact, the latest buzz in South Florida is: The extinct “tower crane” makes a comeback.
While many middle-market business owners will likely remain in their current wait-and-see mode until they have more clarity and confidence about the future, they should recognize that not making major business decisions is a major business decision, and there can be significant costs to missing opportunities. Therefore, it’s critical to consider how your business may be impacted by the expected new developments in 2013, and work with trusted advisors to develop a plan of action that’s custom-tailored to fit your business needs. Toward that end, here are a few key things to look out for in 2013:
Recession: Experts are debating whether there will be a recession, and some experts are warning of a mild one. If we go over the cliff, it is more likely to occur. Therefore, now is the time to consider how a recession could impact your business and work with your advisors to prepare your business for this possibility. Whether we go into another recession, it is always good to keep your company lean in terms of implementing sound inventory controls and weeding out bad, unprofitable customers. Cultivate relationships with your good customers to help minimize the possibility of losing business. Invest in hiring employees, not firing them. Now is a good time to look for good workers who have been laid off by other companies. Also, avoid the instinct to cut your marketing expenses, which could make things worse. Continue spreading the word about your business and, just as important, stay positive and look for ways to bring in new customers. Look at additional products to sell and other markets to enter.
• China: How will China’s economic issues affect your business? With an increase in production costs, even companies in China will start looking for lower-cost producers. Should you consider moving production back to the U.S. (what I like to call “re-shoring”). The cost of labor is becoming less of an issue than getting products on time, and having lower shipping costs can help off-set that.
• Government business: Look at how much business you are doing with the Federal Government, the Defense Department, etc. It is difficult to imagine that there will not be spending reductions at the federal level irrespective of what happens. Some people think that as states begin to recover and receive increased tax revenue, there will be more opportunities to do business with state and local governments. There is much pent-up demand for matters that have been deferred during the past few years.
• Loans: Despite today’s low interest rates, middle-market business owners have continued to sit on their cash reserves rather than deploying the cash or borrowing to make investments while keeping their cash safe for other purposes.
Unless they are extremely confident about an opportunity, they are not likely to invest. However, it’s important to keep in mind that U.S. banking regulators are likely to begin implementing higher standards for reserves. Although they make the banking system safer by providing greater cushions for banks against market fluctuations, they may make it more difficult for banks to lend money. So, if you’re considering getting a loan, you might want to secure your loan before the new standards go into effect.
There’s no doubt that middle-market business owners are in much better financial shape today than they were back during the credit crisis. By planning ahead, consulting their advisors, positioning their businesses correctly and, just as important, adopting the right perspective, middle-market business owners can stand to benefit greatly from emerging opportunities in the New Year.
James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies.www.casselsalpeter.com
Financial planners struggle to meet clients’ fiscal cliff goals
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By Paul Brinkmann
South Florida financial planners are doing their best to deal with client demands for protection from so-called “fiscal cliff” issues, but some say options are very limited.
“Ultimately, I don’t think we will plunge off the fiscal cliff, because I believe Washington will reach some compromise,” said Eli Butnaru, CEO of Miami-based Mora Wealth Management. “But at this point, this is one of the few times there just aren’t many alternatives. That’s why it’s considered a crisis. It’s much easier to say what not to do than what to do.”
Pressed for solutions, wealth managers the Business Journal spoke with for this report said they are providing ways to avoid the impact of worst-case scenarios. But many financial institutions warned that long-term investment decisions should not be based on short-term headlines about politics or fears of taxes rising. PNC Bank issued a statement Dec. 11, saying it “always maintains that investment choices should never be made based solely on headlines, and that the long-term view best serves.”
Technically, the nation will reach the edge of the fiscal cliff on New Year’s Eve, when the Bush-era tax cuts expire and mandatory spending cuts kick in. As of Dec. 12, national media reported little progress, except that President Barack Obama had offered to reduce new revenue expectations to $1.4 trillion from $1.6 trillion. But CBS News reported some Republicans in the GOP-controlled House called that “laughable.”
In Miami, Butnaru said he was dealing with limited options until a clearer direction emerges.
“In general, we don’t like defensive sectors, meaning the kind of investments that pay dividends,” he said. “We prefer equities now; we truly do not like bonds. It’s truly difficult to find a good bond today.”
Butnaru said he and his firm prefer to seek investments in emerging markets, including Chinese high-yield investments.
“It may sound like a contradiction, but we still look for quality junk bonds or investments,” he said. “High yield or junk might still do well from excess spread, because there’s still no spread available on the investment grade.”
Despite some talk about wealthy people making large investments, gifts or annuities in advance of the cliff, Butnaru said he thinks such activity is no more than normal.
Adam Bergman, senior tax attorney with IRA Financial Group, said he has seen a spike in requests to move money into IRA and 401(k) accounts.
“I’ve had a lot of feedback since November [from] people between 40 and 70 years old who are looking to do different things with their retirement funds,” he said.
“People know taxes are going up anyway you cut it, even if it’s only the health care surtax, so they want to divert as much income as possible,” he said. “We’ve seen an increase in the number of people who want this started by the new year to avoid the impact.”
Bergman said investors, who recently focused on returns from stocks and tax-deferred accounts, are now afraid of dividend taxes going up. He pointed to a few South Florida companies – including National Beverage Corp. and Heico Corp. – that issued special dividend payments in advance of the fiscal cliff.
“The day after the national elections, my phone started ringing more. I saw a 35 percent increase in calls about tax-deferred accounts on Nov. 5,” he said. “I think a lot of people just woke up and said ‘Wow, Jan. 1 is pretty close,’ and the stock market took a dive after the election.”
Bergman said some people call to ask questions, and others call to say they realize taxes will go up and they want specific things.
He also acknowledged that another reason for people putting money into tax-deferred accounts is more financial stability.
“We did see people, quite a few years ago, taking loans out on their tax-deferred plans,” Bergman said. “Things are definitely better now, and people are looking at ways to build up those accounts again.”
THE DETAILS:
What is the fiscal cliff?
A combination of expiring tax cuts and across-the-board government spending cuts scheduled to become effective on Jan. 1.
The idea behind the fiscal cliff was that, if the federal government allowed these two events to proceed as planned, it would have a detrimental effect on an already shaky economy, perhaps sending it back into an official recession as it cut household incomes, increased unemployment rates and undermined consumer and investor confidence.
At the same time, it was predicted that going over the fiscal cliff would significantly reduce the federal budget deficit.
Source: Investopedia.com
7 tips to help business owners navigate the cliff
James S. Cassel, founder and chairman of Cassel Salpeter & Co. LLC, a Miami-based investment-banking firm that works with middle-market companies, offers this advice for business owners amid worries about the fiscal cliff:
- Although interest rates are not likely to skyrocket soon, it’s still a good time to lock into long-term financing like the big boys.
- Consider your exposure to real estate, as the elimination of mortgage interest deductions may cause prices to decline.
- With the Patient Protection and Affordable Healthcare Act and a new health care tax on the horizon, business owners should begin evaluating how the anticipated new costs may impact their bottom lines. They should work with advisors to consider strategies – such as whether to insure their employees or opt out and pay the penalties – and determine the best course of action that will support their business goals.
- Consider doing more business with state government. As states begin to recover and get more tax revenue, there may be greater opportunities to do business.
- Consider foreign markets to sell services or products. While emerging markets, such as South and Central America, and Asian markets look better than Europe, don’t forget Europe.
- With more efficient equipment available and a diminished need for manual labor, you should consider “reshoring” (i.e. bringing back to the U.S.) whatever you currently manufacture offshore.
- Look at your customer base and, if you think your business may be affected by government actions, develop a plan and consider measures like cost reductions or layoffs.
Factors to Consider when Shopping for a Business
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By James Cassel
It’s not enough to land any company. You need to search for one that’s right for you, at the right size and price.
MIAMI, Florida, November 25, 2012 – When looking for a business to buy, you can forget immediate gratification. Businesses can’t be found under rocks. It’s a more complex process that takes more time than most people expect.
We hear it often: “I’m looking for a business in Florida with $10 million in revenues, making $2 million per year or more. Or I want to buy something with a minimum of $5 million of EBITA (Earnings Before Interest, Taxes and Amortization). Can you point me to one?” Sure, if I could find a needle in a haystack.
There’s no good database or source to search with those types of broad parameters. Even if such a database existed, the “anything goes” approach wouldn’t be in your best interest. It’s not enough to just find any business — you need to find the one that’s right for you, at the right size and price. Institutional buyers verses individual buyers may have different views, needs and wishes.
Some buyers have a pretty clear notion of what they want: a small- to mid-sized business, like a small distribution company or mom-and-pop chain of dry cleaners. In those cases, they can work with business brokers who carry listings like real estate agents. There are a couple of those in every town, and also good websites like BizQuest.com, USABizMart.com and BizBuySell.com that post business-for-sale opportunities. S&P Capital IQ is always a good source for information.
Investment bankers are helpful to those looking for larger businesses with specific and well-defined criteria. These are deals that aren’t listed and require research and knocking on doors, a very disciplined approach.
Private equity firms assign their staff members to search through databases for opportunities and make calls to owners to introduce themselves and gather all the intelligence they can. Again, databases don’t cut it for these types of business searches, as the information is often incomplete, erroneous and/or misleading. In addition to databases, there are many other places to look, such as trade magazines.
Here’s a classic example: A partner at private equity firm called us a few years ago wanting to meet a specific business owner who wasn’t returning his phone calls. Dunn & Bradstreet’s credit reporting showed the business had about $15 million in revenue per year and netted $1 million in profit per year. The owner took my call because he knew my name and was curious how I was related to my sister-in-law who’d taught his child in pre-kindergarten. We had a nice conversation and agreed to have lunch with my client. At lunch, he said his business’ revenues were actually about $80 million per year with more than $10 million in profit. When I asked why the report we had obtained contained a different figure, he said: “So people like you don’t bother me. If I gave the real numbers, every private equity firm and investment banker would be calling me.”
Those interested in bigger businesses can always leverage industry trade shows and hire investment bankers to do the buy-side work and knock on doors. Franchise fairs are a good option for buyers interested in franchises. Don’t forget to look at bankruptcies: Often you can have a good business with a bad balance sheet, and you can fix the business by buying and recapitalizing the business.
Something else that invariably surprises people: It takes much longer to find and buy a business than they imagined. We know people who have $5 million to $10 million cash to invest and want to move to Miami and buy a business, but they haven’t been successful after more than two years of searching.
So how can you do it? You roll up your sleeves and you network, call attorneys and accountants, search databases, and subscribe to receive e-alerts from websites that post business-for-sale opportunities. If you’re looking locally, you get involved in the community. If you’re more industry-specific, then you build a database of companies in that space. Attend trade shows. There’s no way around it: Finding a business to buy requires a lot of blocking, tackling and making phone calls every three months to the same people because you have to catch people when they are considering selling or try to pique their interest. Usually, that happens for a reason: when someone is sick, for instance, getting divorced or getting ready to retire. You must have your bait in the water when the fish are ready to bite.
• The best advice for finding the right business to buy: Match your skills and interests. Pick industries that you know or have experience with. South Florida has a lot of solid industries — cruise-related, real estate services (everything from construction to management to products), and import-export businesses like flowers and electronics, as well as all the usual industries like food, healthcare, distribution, logistics and transportation. A few key questions to ask yourself: Which of your skills would best translate to the potential new business? What sectors interest you and match up well with your skills? Do you need any special licenses or other qualifications to run the business?
• Narrow your target. The more you focus on specific criteria, the greater the chance you’ll find what’s right for you. When possible, get a good advisor to help you, especially if you’re coming from another country.
• Understand your finances. What can you realistically afford? Are you putting up all the money or will you need to find an equity partner or a lender? Be honest about your price range. A few key questions to ask yourself: How much can you spend on the business, how much collateral can you use, and how much income do you need to receive? Do you have good enough credit to secure financing from a bank or other lender?
• Know your motivations. Why do you want to buy the business? Are you doing it for the income or the lifestyle opportunities? For example, we know people who purchased yacht brokerage businesses because they like yachts.
• Consider the potential impacts on your lifestyle and your family. What types of hours do you want to work? Will you need to drive long distances or relocate?
• Be proactive. Network, talk to people, get some good advisors to help you.
• Be patient. Keep in mind that most sellers have likely been approached many times by potential buyers, so understand that you might not get every bit of information you need immediately. Buying a business takes time, sometimes months or years.
So, here’s the good news and the bad news: There are some good opportunities today and plenty of money available to leverage them — but there are lots of individuals, private equity firms and strategic buyers searching for those same opportunities. To succeed, you need a healthy balance of strategy, perseverance and, above all, patience.
James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. www.casselsalpeter.com
Florida Trend: Deal Making
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By Rochelle Broder-Singer
James Cassel and Scott Salpeter are two of south Florida’s best-known investment bankers. Their Miami-based Cassel Salpeter & Co. specializes in midmarket firms.
Florida Trend: Is it harder for you to make the connections you need to private equity buyers or financing for deals because you’re not based in New York?
Scott Salpeter: We used to have to go to New York to have relationships with these potential buyers that were in New York. (But) in today’s environment, there are many sources of capital that are outside the money centers like New York … and plenty of private equity/hedge funds throughout the United States. An example: We’re selling a firm in Florida right now. It’s selling to a private equity firm that’s in Tennessee.
James Cassel: There is a growing community in Florida of financial firms. Today, we have a growing number of private equity firms that don’t just have offices here, but have headquarters here. Two big examples are HIG and Sun Capital. Orlando and Tampa have growing private equity communities. And you look at Raymond James — a major firm — headquartered in Florida.
FT: Do firms from elsewhere come to you?
Cassel: November through April, there is the pilgrimage of private equity people who come from (up north) to visit us on Thursday afternoons and Friday mornings. I’m up in New York at least once a month. Scott’s traveling about the same, whether it’s to Tampa or Philadelphia or Delaware — wherever we have relationships.
FT: What kind of M&A activity are you seeing from your Florida-based clients?
Salpeter: Anecdotally, we think that there’s probably more activity than there was two years ago, but there’s probably less activity than there was five years ago.
Cassel: There’s no gold rush going on. People are holding their businesses. For the most part, we’re not hearing from people that they’re desperate like they were two years ago. We’re hearing business is OK.
FT: Is this a good time to sell a business?
Salpeter: This is a good time to sell because the financial community has a lot of capital to deploy. (But) we’re hearing high (valuation) numbers for healthy companies, and we’re hearing low numbers for unhealthy or low-growth companies.
Cassel: I think there’s plenty of bank money out there. The banks are making spreads that I don’t think they have ever made because their cost of money is so low.
Business owners need to move beyond state of uncertainty
By James Cassel
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Companies have been known to postpone making major decisions as they wait to see what happens with elections and the economy.
MIAMI, Florida, October 22, 2012 -For many middle-market business owners, the American Dream of selling their businesses for financial security or turning them over or selling them to their children before retiring seems more distant today than it did 20-plus years ago.
A recent study by The Wall Street Journal and Vistage International shows that almost half of the 799 small-business owners surveyed plan to retire after age 65, with 38 percent saying they plan to retire later than they expected five years ago. For some, it’s a matter of choice, for others, it’s simply not possible to give up the cash flow.
Whatever the case, many business owners today are locked in a state of “analysis-paralysis” — not making any major business decisions related to transitions as they wait to see what happens with the elections, the economy and their businesses. Why aren’t they looking to sell now? This is what we’re hearing:
Uncertainty about the future. Although the Federal Reserve has promised to stimulate the economy if it doesn’t show significant improvement, the inconsistency of the recovery, combined with uncertainty about key issues like the tax laws, has many business owners feeling skittish and opting to postpone transition plans. Although many think business is OK now, they feel they might get better valuations in the future as the economy improves.
Low expectations of returns on investments. Fact is, while 20 years ago you didn’t question a financial advisor who said that you could expect to average 10 percent per annum on your investments, today you don’t believe that same advisor who says you can get five or six percent return per annum over a 10-year period. The past 10 years have been flat. You cannot price a business based on the income you need to live on or replace your income with the proceeds of the sale. Often, the choice boils down to either having to sell for much less than you think you deserve or having to make the decision to continue running the business in an ownership position.
Income needed to survive. Many business owners don’t want to part with their businesses because they still need the income to fund their lifestyles. As I’ve mentioned, you will never be able to replace the income of your business with the proceeds of its sale. The fact that people are living longer these days — well into their 70s and 80s — is contributing to the trend as they simply have a different approach to life and need the money to continue to enjoy themselves.
Others think their businesses are doing well, and they feel no urgent need to sell at present. According to the Wall Street Journal and Vistage study, more than half those surveyed say the lion’s share of their net worth is wrapped up in their businesses, so they don’t think selling and retiring is in the cards any time soon, mainly because they will not have enough income. Instead of retiring, some are now considering hiring someone to operate their businesses for them so they can retain their current lifestyles and cash flow while relinquishing some of their responsibilities and freeing up more of their time. However, this has inherent risks. For starters, you’re putting your biggest asset in someone else’s hands.
In the old days, most people looked forward to retiring in their late 50s and enjoying the final chapters of their lives with the equivalent of 60 percent of their income upon retirement. These days, with most people living longer and enjoying healthier, more active lifestyles, they’re lucky if they can retire in their 60s or 70s, and they also need the equivalent of 100 percent of their current income upon retirement to continue living their current lifestyle.
What many business owners are failing to see, however, is the bigger picture. While we should always keep an eye on the specific political, economic and legislative issues of the day, we must maintain a close pulse on the potential threats and opportunities and be prepared to take action when needed. It’s also critical to continue to adhere to the basic principles of “good business” that are relevant no matter who is in office or what type of economic cycle we’re in.
History is ripe with examples of companies that suffered major losses because they didn’t take the right steps to identify potential issues and seize opportunities that came their way.
Look at what happened to Polaroid: There are no more Polaroid cameras. Blackberry is going through something similar now, and some say the company should have been sold a long time ago. Same may go for Yahoo!, which didn’t sell when it had the chance at what in hindsight looks like a very favorable price.
Furthermore, while most business owners will agree that losing their biggest client could be devastating, many don’t take the right steps to prepare for this. I know of a local business owner who turned down a significant offer from a potential buyer, only to regret it about six months later when he lost his biggest customer and eventually went out of business.
Another topic to consider: Is the industry consolidating? If so, survival could require becoming bigger. Sometimes, you only get one shot to sell to the consolidator — and if you don’t seize the opportunity, it’s gone forever. It can change the competitive landscape.
Without doubt, you must always be prepared to seize any strategic opportunities that come along. The following advice is always good to keep in mind:
Plan ahead: Work with qualified legal and financial advisors to develop appropriate written agreements, such as shareholder or partnership agreements that include succession plans and buy-sell provisions. That way, you’ll be more prepared to act quickly when the need arises. Too often, opportunities are missed and/or these matters end up in court because people failed to plan in advance.
Establish an effective board of directors: Appoint members with the right mix of experience, knowledge and contacts who can bring good value to your board and won’t be mere yes men. Particularly for family businesses, it’s always good to add independent members who can help handle the important, potentially divisive, decisions.
Build relationships: Don’t underestimate the power of relationships, introductions and good advice from those in the business, like lawyers and investment bankers.
Be realistic: Whether you’re thinking of buying, selling, or staying put, don’t make rash decisions. Be realistic about your business, the valuation of your company and the amount you seek. Also, be realistic about the timing, as it will take longer than you imagine.
Indeed, new threats and opportunities will always present themselves no matter what’s happening with politics, the law, or the economy — and often, it happens when it’s least expected. The current “analysis-paralysis” that many business owners are stuck in can be a dangerous proposition if they’re not ready to react when needed.
If you’re one of those businesspeople choosing to take the “wait and see” approach, remember that not making a major business decision is a major business decision.
James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. www.casselsalpeter.com
Growing Your Business through Acquisition
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By: James Cassel
MIAMI, Florida, March 18, 2012 – Now is an interesting time to consider acquisitions. Baby boomers are beginning to retire, and their children may not have interest in the family business. As a result, plenty of opportunities will arise in the next few years as businesses change hands. This year may present additional opportunities because of uncertainty about tax increases on capital gains.
Many investment bankers and business brokers are working with businesses that are for sale. However, finding a business to buy — one that’s not already on the market for an exit — is a major challenge. There are ways to find these opportunities, such as talking to your competitors or your accountant, but this is like finding a needle in a haystack. Engaging an intermediary such as a mergers and acquisition attorney may be a wise choice.
Managing the risks involved in an acquisition can be equally complicated. Acquisitions might provide business owners with a way to grow and strengthen their companies, but they can also present unique challenges.
For a smooth acquisition process, get your strategy in place now.
Know why acquisition as a growth strategy makes sense for your business. You might think buying a business is only for large corporations, but this is not the case. An acquisition can jumpstart growth — buying an existing enterprise means the foundation is already in place. For example, the firm may have employees with talent and experience as well as a hard-to-replicate customer base. By finding a business with a good track record or a desired geographic footprint, you can improve your own company.
Stick to what you know. Looking for a business to acquire so you can expand? Choose wisely. While buying direct competitors is one way to approach acquisitions, you can also consider similar companies in different geographic areas or complementary companies for cross-selling purposes.
Don’t bet the farm. Be sure you have the financial resources available for the acquisition, which include integration costs and working capital. Be realistic about estimated costs and the time investment required to complete the deal. You cannot take your eye off your existing business or starve it for capital for the sake of an acquisition. Even the cost of lawyers, accountants, and other professionals who will assist during the due diligence phase can be a significant expense, and you don’t want to cut corners when it comes to professional guidance.
In most cases, it is not worth “betting the farm” — taking on too much debt or using all of your capital— to purchase another company. If it turns out that the deal isn’t as good as expected, your existing business may be threatened. And considering many business owners have the majority of their net worth in their business, excessive risk can threaten your financial security.
Research in advance. Acquiring companies can be a shortcut to growth, but there is risk involved. Before contacting the company you want to buy, get as much information as possible. Some of the best opportunities might be competitors you have known for years who are ready to sell. You may have an advantage over other rivals if you know the families and have an existing relationship.
Don’t rationalize buying a business. Be objective regarding what you arereally getting and what it is worth. A team of experts can help you analyze your potential purchase, its value and its fair price so you do not overpay. Be careful not to get caught up in a deal simply for the sake of the deal. Many times it is better to just walk away, because the opportunity may reappear later on more favorable terms. A deal can be like a train – one might leave the station, but generally it will be followed by another train.
Plan your approach. As enthusiastic as you might be to expand, many small business owners feel threatened during initial contact. Even if you and your representatives experience a lukewarm reception, keep in mind you can see results in the future. Playing your cards right means you could be contacted in six months, one year, or later. It is important to stay in touch. Sellers generally need a reason to sell, such as illness, divorce, or retirement. Since they generally cannot replace their income with the proceeds of a sale, they need a triggering event.
Prepare an employee transition plan. Employees make up a significant part of a company’s value, so make sure they are on board with the transaction. Keep them informed and engaged to avoid hostility, anxiety or demoralization. Not only is a communications policy extremely important, but so is face-to-face interaction. Never underestimate the value of employees.
Know how you are going to pay for the business. Can you borrow? Do you have excess capital? If you don’t have the capital to fund an acquisition, you can also look at the assets or cash flow of the company you’re acquiring. The appropriate mix of equity and debt is deal-specific. Many times, sellers will be part of the solution by taking back seller financing. Creativity is a plus. Banks are eager to lend, but only in the right circumstances.
Plan the integration of your new business up front. Many companies don’t plan their post-acquisition integration strategy with enough foresight to anticipate changes in company culture. Without proper execution, the strategic advantages that attracted you to the deal in the first place may disappear. A poor integration plan can minimize the value of the acquired business as well as your own.
Let’s say that you’re not looking for acquisition opportunities at this time. Establishing relationships with businesses that you could acquire in the future will keep you informed about how you can leverage your business in your industry, and how certain geographic locations might be acquisition targets. You might also discover opportunities to buy a division or product line of a company.
Although companies are not always available when you are looking, sometimes you just need to be opportunistic. Don’t let them pass you by.
