Do you want to buy a Business? Part 2

February 18th, 2013

Part 2- Buying Considerations Continued

In Part 1- we began the discussion on Buying Considerations by asking you to consider:

1. What are your goals in acquiring?

2. What are your acquisition criteria?

3. How will your acquisitions be funded?

Are you looking for top-shelf well run companies or distressed properties? What resources are you better equipped to offer, financial, operational or human? This may influence the type of business you can integrate most successfully.

4. In choosing an acquisition target buyers often look to create value for themselves by:

  • Lowering unit costs through economies of scale and better cost management

If you would like to read Part 1 in its entirety please go to www.racohenconsulting.com go to Resources you will see a hyperlink to our current post (Blog) and the bottom right of that page has all our previous Blog posts.

Continuing on with our questions to help you determine which opportunities will best fit your growth needs.

5.  What do you need to see in a target opportunity?

All of these factors listed below would be nice to have, but it’s important to prioritize as companies like people are rarely perfect:

  • Strategic fit
  • Compatible culture
  • Talented management
  • Sustainable growth
  • High Gross and Operating Margins
  • Operating focus, single or blended 

6.  How will you identify target firms to acquire?

  • Use industry directories to develop a target list
  • Call or write to this target contact list
  • Ask your Staff to identify their best independent local competitors
  • Contact respected industry M & A Advisors & Intermediaries
  • Engage an intermediary to bring you suitable targets

7.  What will you buy:  assets, stock, either? What are the income / capital gains tax issues for you as they relate to each of these acquisition structures?

8.  What deal structure best suits your needs?

  • % of cash on closing?
  • Will you use notes? What interest rate will you offer?
  • Earn outs? If so, for how long? How will you structure upsides and downsides?
  • Will you use Stock?

9. Who will be on your acquisition assessment team?

  • Internal staff members
  • Outside experts /advisors

 10.  Who will negotiate your transactions? Are you aware of?

  • Current deal pricing?
  • Various deal structures?
  • Tax consequences for buyer and seller?
  • How best to negotiate with a future employee of your firm?
  • How to work with the seller’s professional advisors? 

For smooth sailing during the transaction these are areas that should be thought through in advance. Many deals are lost due to inflexibility on one or both sides of a transaction. You rarely will get a seller to agree to everything you want (if they did, you’d be suspicious). So decide what you really need and pick your fights around vital issues with high value for you.

11. What will you require for Due Diligence?

You’re Financial/Legal and if you choose a Business advisor should be able to assist you in developing an appropriate list of items to examine and review. Some items would include:

  • A complete set of financial statements for the last 3 years
  • Tax returns covering the same period
  • Most recent month’s Balance Sheet
  • Property Leases
  • Equipment Leases
  • Staff personnel records-Organization chart
  • Description of all Employee Benefit plans
  • Detailed Accounts Receivables Listing-Bad Debt History
  • Schedules of furniture, office equipment, computer hardware/software, telephones
  • Budgets for current and future years
  • A variety of schedules detailing assignments/projects with clients
  • Reports from outside Accountants/Auditors

12. What is your timetable?

How will you integrate the acquired businesses?

  • Fully with your brand name
  • Partially as a (your brand) company, i.e. ABC a Mega firm Company
  • Autonomously as an entity appearing to be independent

Integration is usually the most critical area for a successful acquisition.  Blending cultures is often the key to a successful transition. It will be addressed in a future post.

For more information on Staffing M & A or a quick and accurate complimentary Valuation of your business or a confidential discussion, contact:

Bob Cohen at 416-229-6462 or Sam Sacco at 910-509-0691. We can also be reached at bob@racohenconsulting.com or sam@racohenconsulting.com.

Sam and Bob have successfully completed over 140 staffing industry transactions. Visit our website for more articles and information at:  www.racohenconsulting.com

 

Leave a Reply