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After growing a regional technology services company to a multi-million dollar operation, it came time for me to consider an exit and sale from the business to allow the company to grow to its next level. I envisioned that through either a strategic acquisition or through bringing in a new CEO that has a deeper and wider relationships in the software services arena that a more robust growth will take place. This process eventually led me to comprehensively understand what goes on inside the exit and sale of a business. Having been on the other side as well of buying other businesses, my blog will reflect actual real life transactions and events that pertain to the complex and complicated process of buying and selling small businesses.

Thursday, November 17, 2011

More Businesses Are Selling Article - The Daily Reporter

Business are changing hands in Ohio, but at

lower prices than in the past.

RICK ADAMCZAK | Daily Reporter

Published: 11/07/2011

 It has been a pretty busy year for buying and selling businesses in Ohio, but many of those businesses are being bought at lower prices, according to local mergers and acquisitions experts.
“There were more, but the businesses were selling for lower prices, businesses were valued lower,” said Emmet Apolinario, president of the Ohio Business Brokers Association.
The heightened activity coming off a busy 2010, shows that investors are continuing to return to mergers and acquisitions.

That’s after a couple of quiet years when many investors lost money and had none left over to buy companies and those who did have cash or credit remained wary of the economy’s future.

Though the economic recovery has been sluggish, investors are now finding some good deals on businesses.

“Our membership is up and when I see that, that means there’s growth in activity,” said Apolinario.  “People are out there thinking there are transactions to be had in this market.”
He said the year started out busy but then hit a lull in the summer as worries about a double-dip recession increased, but in the third quarter activity picked up again.

“Because of the summer drop, I’d say it’s been (as busy) as last year.  Every month it seemed like there were closings.” Apolinario said. “It seems like the business community is just in limbo and I think they’re tired of this limbo.”

Health care-related companies remain a popular choice for investors, he said, “that’s still strong.  There’s still strong demand for those companies and they have good valuation,” Apolinario said.

Distributorships also are having a strong year and are holding their value and light manufacturing, too has been relatively busy.

On the flip side, service-oriented companies are not holding their value as well, Apolinario said.

“Because of their good will aspect, they’re not holding their value.  You have the tangibles and then the good will aspect and the good will is valued a lot less than it has in previous years,” he said.  “If you’re in a services company I’d expect your valuation is going to be lower.”

With the new US Small Business Administration guidelines having gone into place this year, the face of financing deals could change and those changes could impact merger and acquisition activity into next year, Apolinario said.

“Before you could get in with 10 percent (cash down).  That has changed to 20 to 25 percent for existing businesses and 30 to 35 percent for (new) businesses.  I don’t know what that will mean for the landscape of buying,” he said.  “The SBA standards have only been out for a month so we’re still getting a feel for it.”

One option is that sellers may have to take a greater role in financing the deal, perhaps providing a great portion of the loan to the buyer.

“It may be cash and then 5 to 20 percent from seller financing,” said Apolinario.

Another trend is greater interest in Ohio by foreign investors.  He said a Chinese company has approached the brokers association about possible purchase options in the state.

The Ohio Business Brokers Association is a non-profit corporation founded in 1987.  The group helps align prospective business buyers with businesses that are for sale.

Apolinario said membership in the association grew about 10 percent this year and renewal for next year is already at 87 percent.

Wednesday, May 4, 2011

The 3 Most Important Words in the Sale of Your Business

When you think about the sale of real estate, regardless of the economic climate, you always hear the three most important words; location, location, location. When it comes to selling a business, there is a similar mantra you will need to know:

timing, timing, timing.

This somewhat analogous framework relates to a critical aspect of when to sell a business. We can discuss the different reasons why a business owner would need to sell the business for many pages, but in the interest of brevity let’s discuss one of the most important factors in the sale of a business – the timing.

When I finally decided that it was time to sell my ownership in a thriving, well-recognized, award-winning software services company, the timing could not have been better. For one thing, there were plenty of publicly-held corporate buyers with “deep pockets” that had voracious appetites to establish a presence in the Midwest. They were looking for an acquisition platform to obtain market share and establish their footprint in the market. Being recognized as one Microsoft’s Top 10 companies in the Great Lakes Region with the branding and respectable client-base of Fortune 500 companies, we were an ideal acquisition target.

While the timing was ideal, my knowledge of the business sale process was what I would now consider deficient. I was adept at running the company, focused in the management of company resources both on the human resource and financial sides, but I lacked the knowledge that it was actually an ideal time to sell the business. Unfortunately, the advisors I eventually hired to assist with the sale of the company missed the mark by not providing me the comprehensive education and information to make a wise decision on the sale. Due to this, I missed the timing which would have allowed me to sell at an optimal price. The whole process took more than 3 years and ended painfully. I walked away with only 17% of what I would have received if I had given thought to the importance of timing.

As painful as it was, I would say today that one of the greatest values of this experience was learning to provide guidance and information for other business owners and help them understand this key notion of “timing.”

There are many factors that business owners should consider when it comes to the optimal sale and exit from the business. Such factors are:

Economic Climate: Is the current economy a limiting factor to making your business attractive to a business buyer? One might think that a less than favorable economic climate would deter business buyers from considering acquisitions – nothing could be farther from the truth. A good and well-run business regardless of the economy will be appealing to business buyers. If you are well-positioned in a certain market, realistic in price, and have flexibility with regard to terms then business buyers will flock to do a deal. Given this, you still need to have an understanding of how the previous economy treated your business in the past and how it treats your business today. An understanding this will allow you to effectively communicate to the new owner how the future economy may affect the company moving forward.

Demographic Trend: You hear it again and again: the “boomer factor.” 10,000 people in the US turn 60 each day in 2011. A good portion them are owners of privately-held businesses who have contemplated the sales of their businesses in order to retire or change the pace of their lives. As more boomers consider exiting their businesses there will be increase in the supply of businesses for sale and we all know what abundant supply does to pricing. It may provide for lower valuations and once again affect the overall “take home” pay.

Tax Provisions: What type of tax treatment will you face when it comes to the sale of the business?  How will the current tax rates affect your overall “take home” pay from the sale of your business?  During President Bush’s administration several time-limited, corporate-friendly tax laws were enacted.  These changes provided a serious look into the timing of the sale of a business as it provided favorable terms for the business owner.

Industry Trend: You have to look to the past, the present, and the future of your industry. What cyclical attributes does your industry currently have? What are the trends of your business or service? With the proliferation of web and internet resources, obtaining such peripheral market data is easily attainable – research them every quarter. A good business owner will want to understand these trends. A good example of this is how the social media craze can increase or decrease the value proposition of your business.

Availability of Financing and Credit: What type of banking and credit climate will you be experiencing? Most small business owners were not prepared for the banking crisis in 2008. That alone reverberated in the small business community and halted some transactions. Generally business buyers don’t have $ 300,000 in cash just sitting in an account ready to do a deal. Most business sales are facilitated through the Small Business Administration’s (SBA) loan programs and other financing and credit facilities that, depending on the lending climate, may be unfavorable for putting together business deals. Another thing to think about is if you will need credit so you can obtain another piece of machinery or equipment that will take you to the top and make your business more attractive.

Product or Service Obsolescence: Where is your business when it comes to the demand of your service or product? Will advancement in technology affect the lifecycle of your business? Will the resources or supply from the global market influence your business? I’ve seen it happen with my former company when outsourcing software development became a main stream endeavor for my enterprise clients. It affected my pricing guidelines which had to be more competitive. How would such an opportunity for your customers affect your overall viability as a business?

Burn Out Factor: You’ve been doing the same thing over and over again. Would you have the staying power to keep it up until the company sells or are you burned out of your wits to the point where you can’t have an ongoing fresh outlook and effectively operate the business. The Burn-Out Factor could interfere with a smooth exit by hindering you from making critical decisions that take the company to the next level. I experienced this myself with my previous company because I “rode it hard.” I put in so many hours and so much effort to take the company to a certain level in just a few short years, but the Burn-Out Factor eventually got to me. I was concerned that the apathetic approach to winning additional corporate accounts to me meant additional employees, overhead, and work.

Drawing from my own experience of being on the other side of the table, I meet with business owners with this question in mind: will they know if this is the right time to exit from or sell the business?

As an entrepreneur and business owner you took on the gamble to embark on your business. Just like in Kenny Rogers’ old song, The Gambler “You got to know when to hold ‘em, know when to fold ‘em, Know when to walk away and know when to run…”

Timing is a highly critical element in the exit from and sale of the business – know when to consider it.

Thursday, February 24, 2011

Selling a business is not as simple as posting a 'For Sale' sign in a window

Starting and then nurturing a successful business takes a lot of time and effort, but walking away from a business takes some work, too.
Whether it's because it's time to kick back and retire, move on to a new venture or simply cash in, selling a business has its own set of challenges.

Between preparing a business for sale, determining the right sale price or understanding tax ramifications, selling a business requires a good exit plan, even if that includes just keeping the place clean for visits by potential buyers.
"It's about education, education, education. You need to be educated on the sale process," said Emmet Apolinario, president of the Ohio Business Brokers Association. "If a seller decides to sell, the first thing I want them to do is find out information on how to sell the business."

But even before a business owner talks to a broker or attorney he has to figure out whether selling the business, and selling it now, is what he wants to do.

"When I first meet with a customer I try to understand 'Why do they want to sell?'" said

The recent recession has changed the approach many owners who have been considering selling their companies have taken.

"People are realizing they may not want to work more hours for the same money," said

Meanwhile, many Baby Boomer owners are inching closer to retirement or may be wanting to sell to perhaps start a second career or business.

A succession plan is another option. Owners may want to hand off their business to a son or daughter or for an employee buyout.

By RICK ADAMCZAK (Daily Reporter Staff Writer)
July 19, 2010