Dealing with COVID-19’s Economic Impact: Planning and Communication are Key

There are many things that you should be doing to deal with the COVID-19 pandemic.  At the top of the list is to be proactive.  Now is the time to be thinking about how best to position your business after the economy has returned to something near normal.  Now is not the time for self-pity.  In fact, not preparing for the relaunch of the economy will cost you.

In David Finkel’s recent Inc. article entitled, “10 Things Every Small-Business Owner Needs to Do to Deal with the Impact of COVID-19 on Their Business,” Finkel outlines the 10 key steps business owners should take immediately.  Finkel is the author of 12 business books and CEO of Maui Mastermind business coaching company.

There is no way of knowing how long the COVID-19 fueled economic downturn will last, and that means time is of the essence.  Business owners, regardless of their particular sector, need to prepare as though the economy could relaunch tomorrow.

Finkel’s 10 Things: 

  1. Take steps to protect your staff and customers from getting sick.
  2. Tell your customers what safety steps you’re taking.
  3. Educate your staff on how to stay healthy at work and at home.
  4. Engage in scenarios planning to deal with how markets could change.
  5. Enlist vendors and suppliers for help.  You should ask them to negotiate payment terms.
  6. Take steps to plan out your cash flow.
  7. Open a dialogue with your management team.
  8. Go on the offensive and look for opportunities.
  9. Get your team together and brainstorm.
  10. Be sure your key leaders communicate in a united fashion.

There are definitely some commonalities amongst these 10 important steps.  You’ll notice that communication and education are at the heart of most of these points. 

There is a lot of fear and uncertainty out there.  More than almost any time in modern history now is the time to communicate.  All business owners should be advised to communicate with their customers, clients, suppliers, staff, and management team in a clear fashion.  Effective communication based around a consistent and logical message can help to reduce fear.  The fear sections of the brain are driven by our primordial ancestors’ dread of the unknown lurking in the darkness.  Part of being a good leader is to reduce those fears whenever possible. 

Another common thread is planning, which includes looking for new opportunities.  Whenever there is chaos and fear, there are also opportunities.  You should be looking for those opportunities, whether it is improving your own business practices or looking for other companies to buy.

Good communication and planning can help you navigate these choppy waters.  Planning for the recovery from COVID-19 pandemic could be the difference between staying in business and going out of business.

Copyright: Business Brokerage Press, Inc.

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COVID-19 Advice for Hospitality Businesses

Clearly, some industries are taking a bigger hit from COVID-19 than others.  Any industry that requires a great deal of interaction with the public, or where people gather in large groups, are obviously having very tough times.  Movie theaters and restaurants, for example, have essentially gone dark.  Some restaurants are easing the bloodletting a bit by providing delivery, but in the vast majority of cases, revenue pales in comparison to what it was prior to the pandemic. 

While there is no doubt that the hospitality industry is suffering right now, business owners should understand that there are concrete steps they can take now to improve their odds of surviving the pandemic.  In this article, we’ll explore a few of these key ideas.

One of the areas every decision maker and business owner in the hospitality industry should be thinking about right now is staff.  During a recent industry roundtable discussion, John Howe, chairman of the International Association of Business Intermediaries, pointed out that staffing problems will continue long after the pandemic has paused or is over.  He believes that hospitality businesses will have a tough time getting the staff they need, especially in the short run. 

His key piece of advice is to work to have a line on people for key positions.  This will allow you to at least get back up and running with basic operations.  While it may be a while before hospitality businesses are at “full steam,” it is critical that they are able to open up in some fashion, as this will translate into much needed revenue.  Hospitality businesses looking to survive the pandemic should focus on making certain that key positions have been filled.  In this way, the post-pandemic relaunch can be as smooth as possible.

Founder and President of Cornerstone Business Services, Scott Bushkie, explained that there are a lot of hospitality industry people out of work right now, and this represents a real opportunity.  Now, is the perfect time to potentially upgrade staff.  There are plenty of experienced and proven hospitality people looking for positions.  The new people you bring may come with extra benefits such as bringing their customers, suppliers, and other relationships with them.  For those in the hospitality industry who may have always wanted to upgrade their team, now is perhaps the best time in history to do so.

Employees are a foundational element of your business.  Improving your staff means you’ve improved your business and boosted your odds of survival.  Bringing in new team members can help you prepare for the post-pandemic business environment.  It also offers up the potential for you to upgrade an important element within your business.

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Getting Back to Business After the COVID-19 Pandemic

Historians have long known the historical relevance and impact of epidemics and pandemics.  Despite our various technological advances and the complexity of our society, disease can instantly change the course of history.  Not having a robust global system for dealing with disease and pandemics comes with a hefty price tag.  In the case of the COVID-19 economic crisis, the price tag will no doubt be in the trillions. 

You can’t control what has happened, but you can focus on what to do when the pandemic is over and life begins to slowly return to normal.  In his recent article, “How to Hit the Ground Running After the Pandemic,” author Geoffrey James explores what businesses need to do to jumpstart their operations once the pandemic is in the history books.

James wants his readers to understand that the pandemic will end and that business owners need to be ready to charge back in when the pandemic is over and the economy rebounds.  As James points out, if history is any indicator, the economy will eventually rebound. 

Almost everything about this economic downturn is unique.  Take, for example, the fact that the U.S. has just seen its largest-ever economic expansion.  The gears and wheels of the economy were spinning along quite quickly before the pandemic hit.  This could help restart the economy faster than in past severe economic downturns.  In short, many experts feel that this particular economic downturn could be short, but of course, this is speculation.  There is no way to know for sure until COVID-19 is in the rearview mirror.

James correctly asserts that businesses need to put together a plan for how they will get up and running as soon as the pandemic is over.  His recommendation is to divide your plan and thinking into four distinct categories: Facilities, Personnel, Manufacturing, and Marketing.

Each of these categories has three key questions that business owners should be asking themselves so that their businesses are ready to hit the ground running when COVID-19 is over.  Below are a few of the key questions James recommends asking.

  1. How can we create the most sanitary and disease-free workplace possible?
  2. Which employees will continue to work from home?
  3. When there’s a spike in demand, how will we ramp-up?
  4. What will be our “We’re Back!” marketing message?

The pandemic caught everyone except the experts off guard.  Moving forward, business leaders, think tanks, and politicians alike need to work to develop and implement robust plans to minimize the damage caused by pandemics.  Humanity, and business, has been “lucky” several times in recent years, as we dodged bullets ranging from Ebola to SARS. 

As James points out in his article, “Failing to plan is planning to fail.”  Businesses need to plan for the recovery and they need to plan for another pandemic because another one is quite possible especially if better planning and decision making are not firmly entrenched in place.

Copyright: Business Brokerage Press, Inc.

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Negotiating the Price Gap Between Buyers and Sellers

Sellers generally desire all-cash transactions; however, oftentimes partial seller financing is necessary in typical middle market company transactions.  Furthermore, sellers who demand all-cash deals typically receive a lower purchase price than they would have if the deal were structured differently.

Although buyers may be able to pay all-cash at closing, they often want to structure a deal where the seller has left some portion of the price on the table, either in the form of a note or an earnout.  Deferring some of the owner’s remuneration from the transaction will provide leverage in the event that the owner has misrepresented the business.  An earnout is a mechanism to provide payment based on future performance.  Acquirers like to suggest that, if the business is as it is represented, there should be no problem with this type of payout.  The owner’s retort is that he or she knows the business is sound under his or her management but does not know whether the buyer will be as successful in operating the business.

Moreover, the owner has taken the business risk while owning the business; why would he or she continue to be at risk with someone else at the helm?  Nevertheless, there are circumstances in which an earnout can be quite useful in recognizing full value and consummating a transaction.  For example, suppose that a company had spent three years and vast sums developing a new product and had just launched the product at the time of a sale.  A certain value could be arrived at for the current business, and an earnout could be structured to compensate the owner for the effort and expense of developing the new product if and when the sales of the new product materialize.  Under this scenario, everyone wins.

The terms of the deal are extremely important to both parties involved in the transaction.  Many times the buyers and sellers, and their advisors, are in agreement with all the terms of the transaction, except for the price.  Although the variance on price may seem to be a “deal killer,” the price gap can often be resolved so that both parties can move forward to complete the transaction.

Listed below are some suggestions on how to bridge the price gap:

  • If the real estate was originally included in the deal, the seller may choose to rent the premise to the acquirer rather than sell it outright.  This will decrease the price of the transaction by the value of the real estate.  The buyer might also choose to pay higher rent in order to decrease the “goodwill” portion of the sale.  The seller may choose to retain the title to certain machinery and equipment and lease it back to the buyer.
  • The purchaser can acquire less than 100% of the company initially and have the option to buy the remaining interest in the future.  For example, a buyer could purchase 70% of the seller’s stock with an option to acquire an additional 10% a year for three years based on a predetermined formula.  The seller will enjoy 30% of the profits plus a multiple of the earnings at the end of the period.  The buyer will be able to complete the transaction in a two-step process, making the purchase easier to accomplish.  The seller may also have a “put” which will force the buyer to purchase the remaining 30% at some future date.
  • A subsidiary can be created for the fastest growing portion of the business being acquired.  The buyer and seller can then share 50/50 in the part of the business that was “spun-off” until the original transaction is paid off.
  • A royalty can be structured based on revenue, gross margins, EBIT, or EBITDA.  This is usually easier to structure than an earnout.
  • Certain assets, such as automobiles or non-business-related real estate, can be carved out of the sale to reduce the actual purchase price.

Although the above suggestions will not solve all of the pricing gap problems, they may lead the participants in the necessary direction to resolve them.  The ability to structure successful transactions that satisfy both buyer and seller requires an immense amount of time, skill, experience, and most of all – imagination.

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Turn to the Professionals for Best Results

There is a direct relationship between the asking price and the amount of cash on the table at the time of the sale.  Buyers and sellers alike should keep one fact in mind.  Most businesses involve some level of seller financing.  It is customary for both buyers and sellers to have concerns regarding this kind of financing; after all, sellers don’t want to take their businesses back from the buyer.  Buyers want to generate enough money to help the business thrive and make a living.  One proven way to ensure the successful sale of a business is to turn to the experts.

Screen out Window Shoppers

The simple and very established fact is that when you choose to work with the professionals, it can streamline the entire sales process.  Business owners are typically very busy people.  That means they don’t have time to waste with window shoppers.  They also don’t want to divulge confidential information to parties that don’t possess the means to actually follow through with a successful sale. 

Business brokers and M&A advisors know that most prospective buyers are just dreamers or will ultimately fail to qualify.  When you work with the professionals, it means that you have a shield to protect you and your valuable time.  Experienced brokers have a range of techniques that screen out unqualified candidates and match you with buyers who are the best fit. 

Maintain Confidentiality 

Anyone who has ever sold a business, or even contemplated selling a business, knows all too well that confidentiality is of the utmost importance.  Sellers need to know that the information they reveal will not spill out all over the web.  Brokers are experts maintaining confidentiality and impressing upon prospective buyers the tremendous importance of honoring the agreements they sign. 

It is important to note that leaks regarding the sale of a business can cause a range of often unexpected problems.  Key employees may get nervous about their future prospects and begin looking for a new job, competitors may begin attempting to poach employees, or customers and key suppliers may get nervous and turn to your competitors.  In short, serious buyers and sellers alike benefit from maintaining confidentiality.

Matching the right seller with the right buyer is truly an art and a science. Many factors are involved ranging from financing to psychology. When the right match is made, then it is possible to move through the process of seller financing more quickly and with fewer roadblocks or complications.  Working with a business broker or M&A advisor is the single most important step that any buyer or seller can make to help ensure that seller financing, and in fact the entire sales process, progresses as smoothly as possible.

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The Transformative Benefits of the Entrepreneurial Operating System®

Damon Neth is a Professional EOS Implementer™ of the Entrepreneurial Operating System®.  He co-authored a best-selling book entitled X-Formation: Transforming Business Through Interim Executive Leadership.  He also has founded five companies and acquired four other companies.  Additionally, Damon Neth is an accomplished entrepreneur and a leading EOS® business coach.

EOS® is a powerful set of business tools that provide a framework that empowers companies to create a clear vision throughout their entire organization, and in the process, boost the health of the company as a whole.  This article discusses EOS® and how it could potentially transform your organization.

What is EOS® All About?

EOS® is based on the book Traction: Getting a Grip on Your Business, which is written by Gino Wickman.  The effectiveness of EOS® is underscored by the fact that EOS® is currently utilized by over 10,000 companies around the globe. 

EOS® is a powerful set of tools that, as Neth explained, “are being used by businesses every single day to grow, transform and capitalize on opportunity and deal with problems.  These tools provide strategic advantages and strategic tools that many organizations implement to become better, to beat their competition, to become stronger.”

How Can EOS® Benefit Your Company?

Through EOS®, it is possible to establish a clear vision for your organization.  Neth points out that cultivating this vision is about finding clarity of purpose so that every team member is pulling in the same direction.  When used from the top to the bottom of a company, the tools provided by EOS® can have a transformative effect.  Discipline and accountability are key focal points of EOS®, as it is through discipline and accountability that the health of companies can be enhanced greatly.

At the core of EOS® is the concept that everyone should share the same company vision.  That means that there must be good, consistent and steady communication.  In order to facilitate this level of communication and understanding, it is necessary to have a transparent system in order to remove barriers, blockers and impurities.  When properly utilized, EOS® creates an opportunity through which everyone can not only identify their own issues, but also find ways to solve those issues.

Managing People

The most important asset that any company has is its people.  As a result, it is absolutely essential to not only find the right people, but also to guide those people as efficiently and effectively as possible.  As Neth explained, “You’ve got to be clear and transparent with people about what you need and about what success ultimately looks like.  You want to make certain that everyone in the organization understands their job.” 

In a world that is becoming increasingly complex, the role of the generalist is quickly being eroded.  In its place, we discover that people’s roles within companies are, by necessity, becoming more and more specific.  All of this points to the increasing importance of clarifying people’s roles within companies, and what is expected of them.  Gray areas need to be eliminated as they impair team members’ understanding of their duties and responsibilities.

Communication is Key 

Everyone in the organization should understand not only the role of their respective department, but also their role within that department and the organization as a whole.  Once again, the key to success boils down to good communication and clarity of purpose and roles within the organization.  Everyone must be rowing in the same direction, and it is through weekly measurables that true progress can take place.

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Market Trends Reported in the IBBA and M&A Source Market Pulse Survey: Second Quarter 2021

Created in 2012, the IBBA and M&A Source Market Pulse Survey was created to provide business owners and their advisors with a clear understanding of ever-changing market conditions. 

Through this survey, it is possible to gain clarity on businesses being sold in Main Street (values $0-$2MM) and the lower middle market (values $2MM -$50MM). Scott Bushkie served as the originator of the Market Pulse Report with IBBA and M&A Source and has continued to play a key role since the report’s inception. 

A core finding of the IBBA and M&A Source Market Pulse Survey for Q2 was that there has been a big shift between the turmoil of 2020 and the climate of 2021. Across the spectrum of sizes and price ranges of businesses, sellers now have an advantage or are at least in a better position to sell their business. This is quite different from the situation in 2020. 

The market has shifted towards being a seller’s market for a variety of reasons including the fact that many private equity groups are now looking for ways to grow their money. Acquiring an existing business has become an increasingly attractive option to buyers due to the current labor pool conditions. 

Buyers are now looking at existing companies as a way to bypass attracting talent. Instead, they can secure that talent via acquiring a new business. In short, many buyers are looking to buy versus organically build to meet their talent needs.

Another reason that now is a good time for sellers is that many buyers are looking to leave corporate America. This situation has likely been accelerated by the pandemic and people seeking to control their own destiny. The increase in global uncertainty has made the idea of becoming a business owner increasingly attractive.

The shift in climate from 2020 to 2021 underscores the value of the IBBA and M&A Source Market Pulse Survey. Through this revealing survey, it is possible for business owners and their advisors to gain a clearer understanding of market conditions and what to expect.

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What Makes a Deal Close?

For every reason that a pending sale of a business collapses, there is a positive reason why the sale closed successfully.  What does it take for the sale of a business to close successfully?  Certainly there are reasons that a sale might not close that are beyond anyone’s control.  A fire, for example, the death of a principal, or a natural disaster such as a hurricane or tornado.  There might be an environmental problem that the seller was unaware of when he or she decided to sell.  Aside from these unplanned catastrophic events, deals abort because of the people involved.  Here are a few examples of how a sale closes successfully.

The Buyer and Seller Are in Agreement From the Beginning

In too many cases, the buyer and seller really weren’t in agreement, or didn’t understand the terms of the sale.  If an offer to purchase is too vague, or has too many loose ends, the sale can unravel somewhere along the line.  However, if prior to the offer to purchase the loose ends are taken care of and the agreement specifically spells out the details of the sale, it has a much better chance to close.  This means that a lot of answers and information are supplied prior to the offer and that many of the buyer’s questions are answered before the offer is made.  The seller may also have some questions about the buyer’s financial qualifications or his or her ability to operate the business.  Again, these concerns should be addressed prior to the offer or, at least, if they are part of it, both sides should understand exactly what needs to be done and when.  The key ingredient of the offer to purchase is that both sides completely understand the terms and are comfortable with them.  Too many sales fall apart because of a misunderstanding on one side or the other.

The Buyer and Seller Don’t Lose Their Patience

Both sides need to understand that the closing process takes time.  There is a myriad of details that must take place for the sale to close successfully, or to close at all.  If the parties are using outside advisors, they should make sure that they are deal-oriented.  In other words, unless the deal is illegal or unethical, the parties should insist that the deal works.  The buyer and seller should understand that the outside advisors work for them and that most decisions concerning the sale are business related and should be decided by the buyer and seller themselves.  The buyer and seller should also insist that the outside advisors keep to the scheduled closing date, unless they, not the outside advisors, delay the timing.  Prior to engaging the outside advisors, the buyer and seller should make sure that their advisors can work within the schedule.  However, the buyer and seller have to also understand that nothing can be done overnight and the closing process does take some time.

No One Likes Surprises

The seller has to be up front about his or her business.  Nothing is perfect and buyers understand this.  The minuses should be revealed at the outset because sooner or later they will be exposed.  For example, the seller should consult with his or her accountant about any tax implications prior to going to market.  The same is true for the buyer.  If financing is an issue it should be mentioned at the beginning.  If all of the concerns and problems are dealt with initially, the closing will be just a technicality.

The Buyer and Seller Must Both Feel Like They Got a Good Deal

If they do, the closing should be a simple matter.  If the chemistry works, and everyone understands and accepts the terms of the agreement, and feels that the sale is a win-win, the closing is a mere formality.

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Can Sellers Use Buyer Warning Signs to Their Advantage?

When buyers are looking to make a purchase, the most important step they can take is to perform due diligence on both the business and the seller.  Yet, it is important to note that a large percentage of sellers fail to do their due diligence on buyers. 

Deals fail all the time.  Sadly, this means that all parties lose a tremendous amount of time and effort.  Additionally, sellers not only waste time, but often lose money due to business disruptions during the process of working with a prospective buyer. 

Let’s dive in and look at a few warning signs that you should look for when dealing with a buyer.  The sooner you spot these red flags, the sooner you can avoid potential problems.

There are several key questions that sellers should ask. The list includes:

-What, if any, other businesses have you considered to date? 

-How much equity will you be committing? 

-Do you have any experience with my kind of business? 

It is important to look for warning signs early on, as this is the way that sellers can avoid wasting considerable time.  It should also be noted that sellers shouldn’t be afraid to listen to their gut instincts.  If you feel that a prospective buyer isn’t serious and may only be window shopping (or if you feel that the buyer is looking for a far greater deal than you are willing to provide), then simply move on.  When you cut your losses early on, this can free you up to focus on prospective buyers that are a better fit. 

What if your intermediary informs you that there has been no communication from the prospective buyer after they received the memorandum?  Simply stated, this lack of communication could mean that the prospective buyer has changed his or her mind, or was never that serious in the first place. 

Another red flag you might see is when the process is turned over to a junior member of the prospective buyer’s management team.  In other cases, the prospect may fail to provide details or information concerning their financial capability to successfully complete the deal.  If any of these three red flags pop up, you should consider being proactive.  You and your broker might want to reach out to the prospective buyer and ask to meet to discuss the situation. 

Warning signs can also occur just prior to closing.  Even after the letter of intent has been signed, there is still room for problems to arise.  An inexperienced attorney representing the buyer, one that simply doesn’t understand what is involved in a deal, can spell doom for what could have otherwise been a good deal. The same is true for an over aggressive attorney.  One potential remedy for this situation is for your own attorney to intervene and discuss the situation.

Spotting warning signs is about more than not wasting everyone’s time. When you can observe these indicators and act effectively to address them, it can help keep deals on track. Working with a business broker or M&A advisor is an excellent way to not only spot red flags, but also to know how to respond appropriately.  The end result will be more successfully completed deals. 

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The Importance of Quality Negotiations

When it comes to finalizing deals, successful negotiations are at the heart of the matter. It only makes sense to think about how to improve your communication skills and to choose a Business Broker or M&A Advisor who is well versed in the art of negotiation. 

Cultivating Win-Win Situations

Achieving a win-win for all parties is essential, and there are many components involved. It’s essential to understand what the other party is seeking and to help them also feel as though they succeeded in the deal. 

One tried and tested strategy is to lead people through a series of “yeses” by starting with topics and points that can be agreed upon and then working forward. In the beginning of this negotiating strategy, the yeses may come from getting others to agree on what may be seen as trivial things. However, this step works to create the right climate for moving forward so that yeses can be obtained on more important issues.

Maintaining the Flow of Information

The flow of information is a critical aspect of the negotiation process. For this reason, it’s best for negotiations between buyers and sellers to go through their brokerage professionals, rather than conducted directly.  

The simple fact is that otherwise there are too many variables and opportunities for something to go wrong, ranging from egos getting in the way to miscommunications. When you choose a qualified Business Broker or M&A Advisor, you’ll be able to place trust in that person to achieve optimal outcomes.  

Understand One Another

It is important to keep the other side talking and show that you understand their perspective and the issues they may have. It is in this way that you can encourage cooperation and diffuse resistance in advance. 

Ultimately, great negotiations stem from proper strategy, preparation, proper education, enhanced communication, and understanding the other party’s needs. When you and your Business Broker or M&A Advisor foster good communications with the other party, it will enhance the chances of achieving the kind of cooperation you are seeking. This in turn, dramatically increases the chances of achieving win-win outcomes.

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