Monthly Archives: April 2008

Selling Your Business – Getting the Best Price for Your Largest Investment

When should you think about selling your business?  The best answer is, when you become the owner.  At the earliest stage, consider an exit strategy.  Selling is one way to exit your business.  Other exit strategies can be to take the business public in an initial public offering (IPO) or pass it on to family members with a succession plan. 

If you plan to sell your business, then understanding what creates value will help you focus on value-creating aspects of the company.   Buyers look at the history of a business as support for today’s value.  Wouldn’t you rather buy a business with revenue and profits trending upward?  That means timing of the sale will be important to you.  If your interest is waning, the industry is stagnating, competitors are multiplying, your health is declining, you may find sooner rather than later will bring in the best offer.  Managing the business with an eye to its sale, will allow you to pick the best time to sell.   

An experienced, serious buyer will spend considerable time on due-diligence.  That is the process of scrutinizing your markets & marketing strategy, financial operations, property & equipment, and business operations & personnel.  Your preparation will reduce a buyer’s concerns and increase their willingness to make an offer. 

Manage the following aspects for creating value.

Maintain excellent records.  Lowering the buyer’s risk will increase what they are willing to pay.  Help the buyer feel confident that what they see is what they’ll get.  Keep good documentation for inventory control, payroll, financial statements and other key business processes. 

Buyer’s thinking:  A buyer has to continue to run the business when you are gone.  Having up-to-date written processes means the transition will go smooth even if some employees leave after the sale. 

Have a clean balance sheet.  Write-off or negotiate payment of old accounts receivable items.   Take care of the accounts payable items that have been on the books because of disagreements.  Focus on paying down debt, cleaning up the inventory, and minimizing liabilities. 

Buyer’s thinking:  Old receivables show an unwillingness for customers to pay.  A buyer will think there are unsatisfied customers.  Then the question is raised as to the quality of the product and service, the level of customer service provided,  and the overall customer experience and attitude. 

Focus on profit.  The concept is simple… increase revenue, reduce expenses, increase profits.  At least it’s simply stated.  To get the highest dollar for your business will require you to manage the income statement.   Are there opportunities to increase sales that have been overlooked or put on hold because you’ve concentrated on serving the current customers?   Have you reviewed contracts on real estate, property insurance, employee benefits, and so on to see if you can get the same or better service for a lower price.  Does the company lease vehicles?  Can you cut your lease expense?  If your income statement reflects accelerated depreciation, which is used to reduce profits and lower the tax liability, a different method for income statement purposes may reduce this expense, increasing the bottom line.  These are some general ideas for you to consider.  

Buyer’s thinking:  A  trend of increasing revenue and profitability shows that current management and processes are performing well.  The buyer can focus on growth with the expectation the current profits will be maintained after the purchase.   

Be sure the facilities, machinery & equipment are in good general condition.  Curb appeal is important.  Present a clean, organized facility.  Have the furniture & fixtures, vehicles, machinery & equipment in good condition.  

Buyer’s thinking:  If the seller maintains the property and equipment, then there is reason to think other parts of the business are well managed.  The buyer may be using these assets to collateralize the loan to finance the purchase.  The better the condition of the assets the more value the banker will assign to them resulting in a larger loan.

Have the right personnel.  A good management team and employees with the right skills need to be in place. 

Buyer’s thinking:  Adequate personnel keeps business disruption to a minimum during and following the transition.  A buyer can be more confident that sales will be maintained and impact on cash flow will be minimal.

Get a valuation analysis: It’s difficult to value your own business.   The personal attachment after years of hard work and personal sacrifice tend to inflate the value to a seller.  An ouside expert can give you a range of value developed from sound valuation practice and experience.  

Getting the highest price for your business may take 3 to 7 years of preparation.   The payback comes when you get the best price possible for the firm.  And, knowing the business you have worked so hard to create will continue into the future serving your customers and providing jobs for your employees. 

 

Selling Your Business – Showcase Your Value

Profitability is important in valuing your business.  But that’s not the only position of value to consider as you think about selling.

You may hear that if your company isn’t profitable you have nothing to sell.  Not always true.  In 1993 I sold a management training firm that I had started three years earlier.  The company was just building name recognition and had achieved marginal profitability when my husband’s multiple sclerosis forced him into early retirement at 44 years old.  We decided the best option for the family was for me to sell the business and take a corporate position that would provide more security (health insurance) with less risk for the family.

It was a traumatic time.  I gained weight as I ate my way through hours of ‘coming to grips’ with the decision.  The business was serving the needs of the business community.  Three years of hard work were starting to provide the payback I had worked so hard to achieve.  Now, I was thinking of closing the doors.  That was the advice of a CPA who said the firm wasn’t profitable enough to get an interested buyer.

At first I took that advice as gospel.  Then I started thinking about the companies we had been serving and thought someone must see the gains we had made over the three years, with companies returning to buy additional services.

I decided to build a history of the firm, showing profit and loss statements with a trend of increasing revenue.  Following that, I built a spreadsheet that listed each customer.   After each company I included the invoices, dates, and dollars spent with us to show repeat business from satisfied customers.

It’s interesting, as the owner I knew this was taking place but I had never compiled the data in this way before.  Now I had a positive financial trend with repeat customers to share with potential buyers.  It was starting to look like we had something to sell.

I didn’t stop there.  In the files we had kept notes from customers.  Some had written comments of appreciation on the surveys that were sent with each product or service. Some were unsolicted notes from individuals we had worked with who just wanted to say ‘thank you’ for helping them find the best training book, video, or speaker to fit their training need.

The final step was gathering marketing pieces we had developed, newsletters, magazine articles written about us, and training material we helped companies to create.  Contracts with trainers & suppliers were added to round out all of the important business documents.

A three-ring binder was put together, creating an impressive picture of what we had to offer a buyer.

At that point I started making phone calls to companies that might be interested in buying the firm.  Within six weeks I had three interested parties, one of which owned grocery stores.  They bought the firm.  A rather unusual buyer you are probably thinking.  They had two reasons.  They wanted to increase the employee training within their stores and owning the firm would make that more cost effective.  The other reason was that one of the owners wanted to create and sell her own workshops, something we outsourced to professional speakers and trainers.

The company I sold was called An Open Mind Company and I recommend you keep an open mind when you plan for the sale of your firm.

How Do Investment Advisors and Stockbrokers Get Paid? Part2

I’ll continue to refer to the SEC’s website to continue our discussion of fees.

The Securities and Exchange Commission (SEC) lists how investment advisors get paid.  http://www.sec.gov/investor/pubs/invadvisers.htm

Q:  How do investment advisers get paid?

A:  Before you hire any financial professional-whether it’s a stockbroker, a financial planner, or an investment adviser-you should always find out and make sure you understand how that person gets paid. Investment advisers generally are paid in any of the following ways:

  • A percentage of the value of the assets they manage for you;
  • An hourly fee for the time they spend working for you;
  • A fixed fee;
  • A commission on the securities they sell; or
  • Some combination of the above.

In Part 1 of this article I talked in more detail about a percentage of the value of the assets they manage for you.  Now I will describe the remaining ways investors pay their investment advisers.

An hourly fee for the time they spend working for you

This is pretty straightforward.  An advisor may choose to charge for services by the hour.  They charge an hourly rate for time spent on communication through phone, personal contact, email, and managing your assets.  I find this fee schedule is more common with advisors who provide both financial planning and investment advisory services.    In some instances, there may be an hourly rate for the advisor’s time and a lesser rate for the time an administrative person works on a client’s account.

A fixed fee:

An advisor may assess the services required and estimate the time required to complete the work.  They will set a fixed fee.  The fee may be split, a portion up front with the remaining at the completion of their work, all up front, or all at completion.  Fixed fee for financial planning is quite common, with $2,000-$5,000 being a common range.  Of course, the complexity of your situation will determine this rate.  If the financial planner is going to manage your investments, they may charge for that service using one of the fee schedules above.

A commission on the securities they sell:

Each transaction, the purchase or sale of a stock, generates a sales charge called a commission.  The commission is calculated as a percentage of the transaction or as a flat fee.  These charges change from brokerage firm to brokerage firm, and even within the same brokerage firm.   A firm may have commission rates based on the size of the transaction and client’s portfolio size.

There are significant fee differences between discount brokerage and full-service brokerage commissions.

Full-service Broker:  If you rely on a broker to recommend stocks to buy and sell and to make the trade, commission charged for each transaction may start at $35 and go higher.   Let’s say your broker recommends you sell $1,000 of ABC company and buy $1,000 of XYZ company.  Let’s also assume the commission is $40 per trade.  The commission charged to your account will be $80.  $40 to sell ABC and $40 to buy XYZ.  Commissions amount to 8% (80/1000).  The stock has to rise 8% before you begin making any money.

Discount Broker: If you decide what stocks you want to buy and sell, you can use a discount broker.  Online trades range from $4 – $20 and you either make the trade yourself (cheapest) or call the broker to make the trade.   If we use the same example from above except use a $10 commission, our cost is $20 or 2% of the stock value.  You keep 6% in your account.

Sales Charge (Load) on Purchases

A sales load is like a commission investors pay when they purchase a security through a broker.  Mutual funds that use brokers to sell their shares typically compensate them by imposing a fee on investors, known as a “sales load” (or “sales charge (load)”), which is paid to the selling brokers.

There are two general types of sales loads-a front-end sales load investors pay when they purchase fund shares and a back-end or deferred sales load investors pay when they redeem their shares.

Front-end Sales Charge (Load) on Purchases

The Front-end Sales Charge (Load) on Purchases is the amount investors pay when they purchase fund shares. The key point to keep in mind about a front-end sales load is it reduces the amount available to purchase fund shares.

Example: if an investor writes a $10,000 check to purchase mutual fund shares, and the fund has a 5% front-end sales load, the total amount of the sales load will be $500. The $500 sales load is first deducted from the $10,000 check (and typically paid to a selling broker), and assuming no other front-end fees, the remaining $9,500 is used to purchase fund shares for the investor.

Deferred Sales Charge (Load)

The Deferred Sales Charge (Back-end Load) investors pay when they redeem fund shares (that is, sell their shares back to the fund).

Example: if an investor invests $10,000 in a fund with a 5% back-end sales load, and if there are no other “purchase fees,” the entire $10,000 will be used to purchase fund shares, and the 5% sales load is not deducted until the investor redeems his or her shares, at which point the fee is deducted from the amount redeemed.  Back-end loads may decline over time.  A 5% charge may decrease by 1% each year.  Example: year 1 a 5% fee is paid if an investor sells the fund, year 2, 4%; year 3, 3%….. year 6, 0%.

A fund with a contingent deferred sales load typically will also have an annual 12b-1 fee, a portion up to .25% is typically paid to the broker.

To learn more about mutual fund expenses and fees go to  http://www.sec.gov/answers/mffees.htm#distribution

Some combinations of the above.

Some advisors charge a percentage of the assets value and receive commissions.

There are advisors who charge an hourly fee or a flat fee for certain services plus a percentage of the portfolio value for managing your investments.

There are certainly other combinations, so be sure to read the agreement or contract and then ask the advisor to explain “how do you get paid?”.

How Do Investment Advisors and Stockbrokers Get Paid? Part 1

Investment advisors, brokers, investment managers, and financial advisors do get paid.  It sounds like a silly statement.  Of course they get paid.  They’re in business to earn a living.  The funny thing is most people don’t know how their advisor is getting paid nor do they know how much they are paying him/her.  In a recent conversation, a friend who has been relying on a broker to help him manage his investments, blurted out, “I don’t pay my advisor anything”.  He’s a bright guy, so as soon as his words made it back to his ears he looked like a deer caught in the headlights…. stunned and perplexed.  Today I met with a woman who had no clue she had just signed on with an investment advisor who was charging her 1.5% annually to manage a portfolio of mutual funds.  In addition, a clause in the agreement stated if she left in the first 12 months the firm would charge her 2 quarters of investment fees or $1,425.  The point is, you as an investor have the responsibility to read the agreement and point-blank ask your advisor how they get paid.  Most advisors are happy to share that information with you.  If they’re not, it’s better you find someone who is.  Open communication is necessary to have a good long term relationship. 

How do investment advisers get paid?  This is the Securities and Exchange’s (SEC’s) answer found at  http://www.sec.gov/investor/pubs/invadvisers.htm

A:  Before you hire any financial professional—whether it’s a stockbroker, a financial planner, or an investment adviser—you should always find out and make sure you understand how that person gets paid. Investment advisers generally are paid in any of the following ways:

  • A percentage of the value of the assets they manage for you;
  • An hourly fee for the time they spend working for you;
  • A fixed fee;
  • A commission on the securities they sell; or
  • Some combination of the above.

I’ll describe each fee structure.   They are general descriptions so expect variations.   

A percentage of the value of the assets they manage for you; 

Let’s say the advisor states they will charge 1% of the value of the assets.  That means if you have a $500,000 portfolio your estimated fees will be $5,000 per year ($500,000 x .01).  It’s an estimate because the fee is charged quarterly based on the value of your portfolio during or at the end of each quarter.   Let’s assume the portfolio value doesn’t change throughout the year.  Fees may be charged ’in arrears’ or ‘in advance’.   They will be calculated based on the value of the portfolio on the last day of the quarter or on the average value of the portfolio during the quarter.   One quarter of the $5,000 annual fee, $1,250, will be the assets under management fee for the quarter.  This fee is generally withdrawn directly from the account, unless you and the advisor agree to another payment option, e.g. check.  The advisor will send you a statement showing the quarterly fees that are being withdrawn.  The advisor may also charge a fee for setting up the account or a fee may be charged if you discontinue using the advisor, like the 2 quarters of fees assessed in the above example.   

The assets under management fee is to compensate the advisor for managing the portfolio.  The advisor will work with you to determine the correct asset allocation (we’ll discuss that term in another commentary) and make buy and sell decisions or recommend securities to buy and sell.  In addition, the advisor will provide quarterly and annual reports that show the retuns compared to appropriate benchmarks.  For instance, if your portfolio is 50% U.S. large company stocks and 50% intermediate term bonds, the report will show the quarterly return of the stock portfolio and the bond portfolio along with a U.S. large company index such as the Russell 1000 Index and the U.S. bond index such as the Lehman Aggregate Bond Index.   By relating the portfolio returns with the index returns an investor can determine whether their advisor is doing a good job of managing their investments.  If the portfolio consistently posts returns less than the benchmarks, meet with your advisor to find out why and if the answer isn’t satisfactory find a new one. 

You will often see the words “fee-only” advisor.  This means the advisor receives compensation exclusively through advisory fees.  They are not paid commissions.  The fee may be as a percentage of assets, hourly rate , or fixed rate. 

A note about me:  I am a registered investment advisor in Colorado.  I receive my compensation from a percent of the value of the assets.  Other rules may apply in other states.  This description is meant to give a basic understanding of how fees are charged.  You may find variations due to your state’s rules or advisors’ business models. Variations might be monthly fee calculations, rather than quarterly,  a higher percentage charged when a minimum return is achieved and a lesser fee when the portfolio return is below the minimum.  Read the agreement and ask the question, “how to you get paid?”   

Part 2 of this topic explains the other types of fees.

An Intelligent Woman, the Story of the Woman Who Influenced this Investment Manager

She was feisty, quiet, spiritual, and loving.  She didnt’ believe in talking about others who were not present.  At one time she stood 5′ 2″ tall.  As a child she worked hard milking cows, collecting eggs from the chicken coop, mucking stalls, and then heading to the house to help her Mom with cleaning.  I know, because I read her diary.  Only because she let me read a page or two.  Each page talked about the chores, dawn ’til dusk.  Not in a bitter tone, but a conversational description of her life as a teenager growing up on the farm in a family of eight children, a Father that was a preacher, lumber man, and proprietor of a construction company.  You see they lived in a small rural town in Wisconsin.  It was a tough job feeding a family of ten. 

There was absolutely nothing spectacular about this lady.  She walked fast, whistled while she walked even when the air was so cold the snow squeaked under foot.  She brought six children into the world.  The last one, a girl, born at Mrs. Boltice’s house, the midwife.  Her husband wasn’t very good at bringing a regular paycheck into the house, so she had to cook, clean, shop, attend school functions, and make money, too.  She didn’t complain.  Each day, as she came back from cleaning someone’s house, she went to the desk, took out a black journal, wrote something down beflore she closed it and placed it back in its cubby hole.  Inquisitive as I was, nosey some might say, I opened up that journal to see what she was writing.  It didn’t look like much.  A list of things followed by a dollar amount.  Ironing: $1.50, Wash and fold clothes: $1.00, House clean: $3.00, and the list went on.

This intelligent woman, my Mother, tracked each nickel that came into and went out of our home.  She kept us fed, clothed, and warm.  She lived a simple life with no debt.  She provided my first lessons in money management.  Oh, how lucky I have been. 

I hope I can share some of what I’ve learned over the years, as her youngest child, as a student, teacher, investment manager, and friend.  Through book reviews, commentary, and stories I will teach you about investing.  But, let me share with you right up front…. writing to you is a new experience and likely a real reach for me.  So, if you will be patient, over time and with your feedback, I’ll get better.  Atleast, that’s my plan.