Improve Your Turnaround’s Forecast

Today’s business climate poses many challenges – from increased global competition to a tight capital environment – that can hinder or even destroy a business. Companies struggling with poor cash flow, inadequate capital and weak leadership are especially vulnerable. Such companies can provide significant upside potential to the right buyers. But to turn an unprofitable company around, new owners must have an implementation plan and be ready to execute it.

Getting to the Core

If you’re a potential buyer of a troubled company, you must examine it closely for hidden values, such as untried territories or poor leadership. Then decide if these opportunities mitigate acquisition risks and potentially provide enough financial benefits.

It’s essential to understand the company’s core business – specifically, its profit drivers and roadblocks. Without a clear understanding of this, you may misread the company’s financial statements, misjudge its financial condition and, ultimately, devise an ineffective course of rehabilitative action.

Due Diligence Matters

While due diligence is an important part of any acquisition, it’s probably the most critical stage in a turnaround deal.

Buyers should use a professional business intermediary who will take the time necessary to perform due diligence, request the supporting documentation needed and perform personal audits that cross-check reported and actual data. At this stage, it is important that the source of the company’s distress (such as maturing products or overwhelming debt) is pinpointed to determine what, if any, corrective measures can be taken. You also need to determine if the business harbors significant liabilities, such as pending legal judgments, product claims or dissatisfied customers.

This is the time to find hidden flaws. But due diligence may also unearth potential sources of value, such as tax breaks or proprietary technologies. Benchmarking the company’s performance with its industry peers’ can help reveal where opportunity lies.

Hit the Ground Running

hit the ground runningGenerally, the first post-transaction step is for new owners to determine what products drive revenue growth and which costs hinder profitability. This may be the time to divest the business of unprofitable products, services, subsidiaries, divisions or real estate. Staff cuts may further be in order. Make sure you keep key players. They may be expensive, but as long as they are pulling their weight and have good relationships, they have value when retooling.

Implementing a longer-term cash-management plan and forecast based on receipts and disbursements are also critical. Owners can manage each line item of the company’s weekly or daily receipts and disbursements in accordance with:

• Profit and loss projections,
• Changes in working capital, and
• Major debt and capital expenditures.

With a strong cash-management plan and a thorough evaluation of accounting controls and procedures, buyers should be able to identify lost revenue opportunities, such as unbilled services. This plan can also help buyers determine where they might be able to cut costs.

Mapping the Future

Buyers should ensure that accounting and reporting systems are producing the data necessary to run effective management reports. If these systems don’t accurately capture all company transactions and list all assets and liabilities, company leaders will be unable to fully pursue opportunities or respond to potential problems.

One troubled manufacturing company, for example, wasn’t tracking future purchase commitments. When the new owner took charge, it prepared and circulated among managers a comprehensive commitment and contingency report that helped senior management renegotiate the terms of the customer agreements.

Because the task may seem overwhelming, it’s easy for new owners to focus only on the business’s day-to-day operations. But a strategic plan that maps the path toward revenue growth and improved cash flow is necessary. Buyers may find, for example, that the company’s best revenue-producing assets aren’t reaching customers and that their potential could be realized with a more sophisticated marketing campaign or bigger sales staff. Macro- and micro-level planning is equally important.

Return to Profitability

Only a small window of opportunity is available to realize a turnaround’s potential. To take full advantage of it, buyers must get up to speed on the acquisition’s products, departments, delivery systems, staff and overall operating systems as soon as feasible.

Insurance specialists can also be used in a risk-management role, evaluating company insurance coverage and claims. Auditors may be useful for interviewing accounting personnel and financial statements to verify their accuracy. Finally, private investigators can research the backgrounds of key executives for possible fraudulent activity and misrepresentations.

Interested in joining VR? Learn more now.

Interested in owning your own VR office? Learn more now.

Dream Team

Join the VR team as a franchisee and serve the lower mid-market
as an M&A specialist

VR Business Broker Teamknowledgeable and experienced M&A deal team can help facilitate and streamline the business sale process-from due diligence to negotiations to the execution of agreements and other post deal transactions. Becoming a VR Franchisee affords you the opportunity to assist sellers of privately held lower mid-market companies to successfully navigate the selling process and put together a winning dream team that can produce a win-win outcome for all parties.

 

Choose members wisely

Some of the most important decisions you’ll make in the process concern selecting professionals to help with your M&A deal.  A deal team may consist of financial and
legal experts or you may need to expand the team to include – depending on the
size and scope of the deal and your industry-specialists from fields such as
government and environmental regulation, human resources, risk management,
information technology, and operations. As a VR Intermediary, you will lead the
team, helping to organize and package information from all certifiable sources and
further negotiate the deal.

Your seller’s current legal and accounting advisors may be able to serve on
your deal team and recommend M&A experts to work with you. When evaluating
potential advisors, you will want to consider such factors as their:

  • Experience with transactions similar to yours in terms of size and industry,
  • Success rate with previous clients,
  • Number of engagements handled per year, and
  • Professional affiliations.

Guide your team

Because of increased concerns about fraud, financial misrepresentations
and the profitability of consolidation, many buyers have intensified their due
diligence and are demanding a more qualitative analysis of an acquisition
target. They will be ready to devote time to the information-gathering and
negotiation process.

As your seller comes under intense scrutiny, your team needs to be in place as
early in the process as possible to enhance the value of your seller’s assets
and prepare to support the company’s credibility. Any significant surprises
uncovered by a buyer during the due diligence phase will almost certainly lead
to a reduced offer.

Ensuring that team members understand the goals of a deal is critical. Buyers
need to articulate their consolidation objectives-for example, whether theirs
is a financial or strategic acquisition-and which of the target’s assets are of
greatest interest. Sellers need to communicate their selling price goals and
unique value drivers and outline other issues, such as the protection of
intellectual property and financial information.

Without clear guidance, conflicting views and opinions from the buyer and
seller will affect the outcome of the deal. You, as a trained VR professional
can avoid this by assigning tasks to specific individuals, based on their areas
of expertise. You may end of leading both sellers and buyers into forming
separate  due diligence committees. Comprising company executives and select deal team advisors, you will lead the committee to meet regularly to review the status and progress of the due diligence process.

Know your purchase agreement

Buyer and seller deal teams also will be instrumental during the negotiation process. The teams can help outline the structure of the deal, purchase price, financial terms, integration and any potential “deal killers.”

Once the parties have come to an agreement, your VR deal team will review the
purchase agreement’s terms and conditions along with the seller’s professional
advisors. For example, the team may work through actual conditions that may
arise and run model purchase price adjustments using anticipated inputs, such
as how current assets and current liabilities are defined.

As the team anchor, you  must be prepared to suggest additional stipulations into the purchase agreement to solve issues that will affect the final purchase price, such as a valuation of a piece of intellectual property. Once the purchase agreement is signed, your job as a professional VR Intermediary will continue to work together through any regulatory consent processes and assist, as necessary, with the process of merging finances, operations and other systems. Your VR team will also be
instrumental in ensuring that the terms of the transaction are carried out and
a “time is of the essence” closing event occurs.

Start building yours

The process of buying or selling can create tremendous pressure on buyers and sellers of privately held businesses. As a VR Franchisee, your job is to help ease and manage those pressures to a successful closing event.  Helping buyers and sellers achieve their goal and transition to the next phase of their life is a high calling.  Becoming a VR Franchise is not for everyone.  But for the few who select to go down that road, there are few professions that are as rewarding as assisting buyers and sellers in fulfilling their dreams and ambitions.

Interested in joining VR? Learn more now.

Interested in owning your own VR office? Learn more now.

Creative Deal Structuring

CREATIVE DEAL STRUCTURING: EARNOUT AGREEMENTS

Acquisition talks are proceeding smoothly. Then the subject of price comes up. The buyer thinks the seller’s asking price is based on overly optimistic financial projections. The seller believes the buyer’s valuation of his company is far too low. Is the deal dead? Not necessarily. An earnout agreement can help resolve the dispute when a buyer and seller disagree about the seller’s business prospects. They are especially useful when dealing with the unknown — when the target is young and unproven, or it is emerging from a difficult financial situation. In short, earnouts offer a way for the parties to bridge expectation gaps.

business dealUnderstand the benefits

In an earnout, a buyer makes a partial, upfront payment to the seller. With the payment comes a promise to pay the rest of an agreed-on amount if the target meets certain pre-established goals. Meeting these goals generally results in a higher price for the seller, while falling short of the goals may result in a lower price. A well-designed earnout carries advantages for both parties. For instance, the buyer can initiate a transaction with a relatively modest amount of cash. It also can avoid the risk of paying too much for a company unable to deliver on overly optimistic financial projections. Finally, an earnout can help make the transaction more valuable by significantly motivating the seller to achieve its promised results. The seller, meanwhile, can use an earnout to help negotiate a better asking price. An earnout can be particularly helpful when the seller believes that the company’s future results are likely to be much better than its current ones.

Structure the agreement solidly

Whether an earnout succeeds can depend on how well it’s structured. An ill-considered and vague agreement can turn a dispute over valuation into a dispute about the agreement itself. A common problem is drafting an earnout that covers an inadequate period. When this happens, the seller may try to quickly boost its earnings, even at the expense of the company’s long-term financial health. By expanding the earnout period, the buyer can collect more data to evaluate the target’s financial performance. Many experts say an earnout should reflect at least a year’s worth of results and perhaps as much as three years’ worth. Keep in mind, however, that the seller’s business becomes increasingly influenced by the buyer’s management — setting the stage for finger-pointing if the seller fails to meet the earnout’s terms. The earnout also should include the right measures of financial success. Gross sales figures provide one popular measure because they’re more difficult to manipulate than net sales. Net earnings, though a good long-term measure, are subject to many variables and can be misleading over a short period.

Achieve consensus quickly

Even the best-structured earnout needs occasional monitoring. A good way to keep the agreement on track and minimize the potential for later disputes is to include a provision for periodic audits. Audits help reassure the buyer that the target is using appropriate accounting methods and operating its business professionally. A poorly conceived earnout will fail to achieve a consensus between buyer and seller, who may interpret the same facts in vastly different ways. Thus, earnouts often include a dispute-resolution mechanism, such as arbitration, which can be a less expensive alternative to litigation.

VR Waukesha, Wisconsin Closes Two Transactions Valued at 7.7M

VR Business Sales | Mergers & Acquisitions, the leading business brokerage and mergers and acquisitions company in the world announced  today that the VR office located in Waukesha, WI has completed facilitating two unrelated transactions worth over $7.7M of market value.
The first transaction, valued at $3.7M was concerning a metal fabrication company and involved a recapitalization. The second larger transaction came about rapidly after a Private  Equity Group took interest in a manufacturer of Skid Steer Attachments and negotiations settled on a $4.4M price tag.

More Successful Transaction By VR Business Brokers

SUCCESSFUL BUSINESS TRANSACTIONS

Ground-Route Transportation Business

VR Business Sales of New Haven, Connecticut, a leader in the sale of privately-held companies, recently facilitated the strategic sale of a ground-route transportation business for $628,000.

The transaction, which closed last month, was handled by William Hall, a business intermediary specialist.

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Eco-Friendly Dry-Cleaning Plant

VR Business Sales of Greensboro, North Carolina, a leader in the sale of privately-held companies, recently facilitated the strategic sale of an eco-friendly dry-cleaning plant for $192,500.

The transaction, which closed last month, was handled by Ben Haines, a business intermediary specialist.

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NEW BUSINESS ENGAGEMENTS

Two Independent Compounding Pharmacies

VR Mergers & Acquisitions, located in West Palm Beach, Florida, announced it has been engaged by an owner of two independent compounding pharmacies to assist in facilitating the sale of their businesses.

These two full service pharmacies do both retail of over-the-counter and prescription medication as well as medical equipment such as wheel chairs, hospital beds and CPM machines. Go to the VR Web Site for further details.

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Pizzeria and Sports Bar

VR Business Brokers, located in Bensalem, Pennsylvania, the leading business intermediary firm in the area, has recently been engaged to assist in facilitating the strategic sale of a pizzeria and sports bar in Philadelphia.

This business is located in a busy neighborhood where the locals like to come for a good time. Great opportunity to enjoy the success of this restaurant. All inventory and equipment, as well as liquor license, come with the sale. Click here for more details.

ADDITIONAL ENGAGEMENTS

Superior Printing Company, FL: $1,225,000
Auto Salvage Yard, KS: $409,000
Liquor Store, CA: $235,000
Full-Service Day Spa, SC: $170,000
Upscale Print Shop, ON: $120,000

VR is celebrating over 30 years as the world’s only network of full-time professional business intermediaries that addresses the needs of small and mid-sized businesses.

VR has sold more businesses in the world than anyone®.

VR Business Franchise locations are available throughout U.S., Canada, and Europe.

Now is a Great Time to Become Part of VR Franchise Opportunity.

View our VR Presentation Videos & PDFs  for more information on becoming part of the successful network of VR Business Sales offices,

or call our Director of Franchise Development at 800-377-8722  or 954-565-1555

 

More Successful Transactions by VR Business Franchise Owners

 SUCCESSFUL BUSINESS TRANSACTIONS

Alarm Systems Installation Company

VR Business Sales of Coral Springs, Florida, a leader in the sale of privately-held companies, recently facilitated the strategic sale of an alarm systems installation company for $1,200,000.

The transaction, which closed this month, was handled by Walter Rusak and Samid Gouar; business intermediary specialists.

Printing Distribution and Services Company

VR Business Sales of Asheville, North Carolina, a leader in the sale of privately-held companies, recently facilitated the strategic sale of a printing distribution and services company for $312,000.

The transaction, which closed this month, was handled by Robert Allen, a business intermediary specialist.

NEW BUSINESS ENGAGEMENTS

Taxi Company

VR Mergers & Acquisitions located in Sacramento, California, announced it has been engaged by a taxi company to assist in facilitating the sale of their business.

The company has excellent governmental relations, excellent future growth potential with 3 consecutive years of climbing revenues and profits. Go to VR Web Site for further details.

Established Signs and Graphics Business

VR Business Brokers, located in McKinney, Texas, the leading business intermediary firm in the area, has recently been engaged to assist in facilitating the strategic sale of an established signs and graphics business.

This company has a great 26-year history of serving the local business community. This is an excellent B2B opportunity – computerized signs and graphics for the business world. Click here for more details.

ADDITIONAL ENGAGEMENTS

Profitable ISO9001 Machine Shop, ON: $1,150,000
Landscaping Business, FL: $685,000
Amusement, Music and Gaming Operations, CA: $400,000
Architectural Woodworking Business, IL: $250,000
Italian Restaurant, PA: $150,000


VR is celebrating over 30 years as the world’s only network of full-time professional business intermediaries that addresses the needs of small and mid-sized businesses.

VR has sold more businesses in the world than anyone®.

Now is a Great Time to Become Part of VR!

View our VR Presentation Videos & PDFs  for more information on how you can become part of the successful VR Business Sales Franchise

or call our Director of Franchise Development at 800-377-8722  or 954-565-1555

 

Successful Transactions by VR Business Franchise Owners

These are some of the  Successful Business Transactions by VR Business Franchise Owners

SUCCESSFUL TRANSACTIONS
Plastic Products Manufacturer

VR Business Sales of Coral Springs, Florida, a leader in the sale of privately-held companies, recently facilitated the strategic sale of a plastic products manufacturer for $1.55 Million.

The transaction, which closed last month, was handled by Raymond Kerr, a business intermediary specialist.
VR is celebrating over 30 years as the world’s only network of full-time professional business intermediaries.
VR has sold more businesses in the world than anyone®.

 SUCCESSFUL TRANSACTIONS
Upscale Restaurant and Bar

VR Business Sales of San Antonio, Texas, a leader in the sale of privately-held companies, recently facilitated the strategic sale of a upscale restaurant and bar for $95,000.

The transaction, which closed last month, was handled by Javier Luna, a business intermediary specialist.

NEW ENGAGEMENTS
Video, Voice and Data Cabling Installation Firm

VR Mergers & Acquisitions, located in New Haven, Connecticut, announced it has been engaged by a video, voice and data cabling installation to assist in facilitating the sale of their business.

The company specializes in any type of communication connectivity need using cable, fiber or wireless products. With over 30 years of experience, they are among the most knowledgeable and professional contractors in North America, capable of performing a wide range of installation, ongoing maintenance, professional consulting services for customers, both large and small. Go to the VR Web Site for further details.

NEW ENGAGEMENTS
Full-Service Staffing and Placement Agency

VR Business Brokers, located in Greensboro, North Carolina, the leading business intermediary firm in the area, has recently been engaged to assist in facilitating the strategic sale of a full-service staffing and placement agency.

This agency is founded on integrity and is a faithful community servant, providing great customer service and open communication on a daily basis. Click here for more details.

ADDITIONAL ENGAGEMENTS

 

CLICK HERE TO ACCESS ALL VR BUSINESSES-FOR-SALE

VR is celebrating over 30 years as the world’s only network of full-time professional business intermediaries that addresses the needs of small and mid-sized businesses.
VR has sold more businesses in the world than anyone®.

VR Business Sales Franchises are available in many locations in the U.S., Canada, South America, and other locations Worldwide.

You can view our VR Franchise Webinar Videos here for more information about the tools and training included in the VR Business Brokers Franchise.

You can call VR Headquarters at 1.800.377.8722 for a personal interview to find out more details.