Main Street News May 2013

Don’t Miss the 2013 Spring Conference!

Thank You to our IBBA 360 Sponsor, Diamond Financial!

 

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George Lanza, CBI, M&AMI, CSBA, MEA
IBBA Chairman

Chairman’s Message

What Do IBBA Members Frank Chebalo, Arne McDaniel and William Gibson Have in Common?

The IBBA has a very diverse membership from all over the country and various parts of the world. So we took the time to interview a few longtime members to understand how they view the value of their IBBA membership and what motivates them to renew year after year.

Like many of our members, these are individuals who have found a great deal of value in their membership, each of them having their own reason.

William Gibson (Gibson & Associates of Pensacola, FL) a 20-year IBBA member said, “Since we are in a smaller market, membership to the IBBA allows me to network and refer business nationwide.” Gibson also points out that, “Any professional organization that raises the standards of the profession is worthwhile. In the case of the IBBA, a lot of effort has been expended in raising the bar.”

Gibson is right on the money here! A lot of effort, time and dedication are put into the benefits of an IBBA membership, offering you the best value possible, ultimately making the decision for you and me to maintain our connection with the IBBA a no-brainer.

“Just saying we are affiliated with an association that has been around as long as the IBBA, says to our community that our industry has put forth the effort to ensure that we do good, ethical work,” explains Frank Chebalo (Advanced Business Brokerage, Virginia Beach, VA). Chebalo, a 5-year member, also mentioned the prestige and recognition that comes along with being an IBBA member as one of the best values he has obtained from his membership.

Arne McDaniel (Next Decade, Inc., Englewood, CO) has definitely figured out how to maximize the membership benefits. In his interview he had this to say: “Membership benefits, particularly the value of the courses and workshops, are extremely valuable. When I found the IBBA, my chosen work began to make sense, and I got better at it.” After being a member for 20 years, he continues to attend the conferences regularly for his professional growth, but also to maintain his CBI.

The interviews produced an interesting top-of-the-list value: friendships. And it was not surprising to see the response of friendship was always coupled with members attending conferences regularly. As Arne put it: “Valued friendships and camaraderie is a big thing! By far, the value of attending the conferences is the opportunity to spend time with friends and share information about our trade.”

Our membership benefits are plenty, but the conference seems to be the one-stop-shop for them all, providing the ultimate value! The conferences allow members to connect with brokers and other business professionals, exchange referrals, receive continuing education, and build his/her network of colleagues, all while developing those friendships cherished by our members. So what is the value of your membership? How often do you attend conferences?

Are we perfect? Maybe not. Will you help us to improve? Please do. We have an open door policy.

I encourage you to attend the 2013 IBBA Spring Conference next month at the Hilton in Anaheim, CA, where new courses, workshops, networking opportunities and the Main Street Marketplace will help you reap the benefits of your membership and add value to your business.

 

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Kevin Dempsey, CBI, CMC, CMEA
M&A Source Chairman
M&A Source Chairman’s Message
Compliance: What Your Association is Doing for You

Many years ago the issue of federal securities laws in connection with selling the stock of small companies came to the attention of our Board. Many asked why we would want to kick this dog, he is sleeping so nicely! Others went out and became licensed and, in addition to selling businesses, they are now legally allowed to do private placements, raise capital and even sell public companies. However, many of our members had no interest in those activities and did not pursue that route.

Since then, a group of individuals from three associations, the IBBA, the M&A Source and the AM&AA, organized to pursue an exemption from certain SEC regulations or provide a different license for business brokers and intermediaries who sell businesses and are not involved in fundraising, private placements or selling stock in the way stock brokers do.

Of course, legal counsel was needed to write the type of regulations for the SEC to adopt an M&A broker license and exempt us from existing regulations.

This effort was going to take legal counsel who understood the SEC’s regulations.

And that was going to take money. The IBBA organized a matching funds campaign and some state organizations did likewise. Members of all three associations donated money, and we are grateful to those who understood the need and generously gave.

One major milestone for the IBBA was successfully getting a no-action letter known as the Country Business, Inc (CBI). While reassuring, it was not adequate protection from existing securities regulations.

However, the IBBA Board of Directors and especially those members on the task force (the SITF Committee) continued their proactive effort even after the SEC No Action Letter came through. The critical elements of the CBI letter needed to be put into the SEC code regulations to truly protect all of us selling businesses involving securities.

Now, we are on the precipice of another significant milestone. Several members of Congress have signed on to write and support a bill which soon will be introduced into Congress. Once this bill is introduced we will need to combine our forces to get it passed. A campaign has been prepared. This will be a grass roots campaign and when the bill is introduced you will be contacted.

And of course, this will involve some time and some money. Will you help? If you are willing to contact your representatives in the House and later in the Senate to support the improvement in our industry’s legislative landscape, that would be terrific! We need to get the word out to all our members to enable an exponential effect. Because once the bill is introduced, time will be of the essence.

Please contact our association if you are willing to help by emailing George Lanza at [email protected] or myself at [email protected], and will be happy to direct you to your regional director from the SITF Committee.

 

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Cress V. Diglio, CBI, M&AMI
Chair, IBBA Education Committee

Education Committee’s Update

The IBBA Spring Conference is just two weeks away, but it’s not too late to register! Attending this conference and taking educational courses is critical for those members who are new to brokerage. It will build a solid foundation that will enable you to be successful in this challenging profession.

Conferences are just as important to seasoned professionals as they are to new members. There are five brand new courses being offered in Anaheim. These courses are an exciting addition to the curriculum available to all IBBA members and affiliates. They were created to keep up with the ever changing climate of our profession. The Education Committee identified a need for advance training on specific subject matter, such as the balance sheet, recasting financial statements and the closing process.

It would be irresponsible to create new course material without first revising existing courses to be relevant to today’s market. Russ Bieber will present the improved Course #150: Building a Listing Inventory. This course will help attendees build an improved inventory of listings by gaining an enhanced understanding of financial statements, sharpening the necessary skills to recast properly and learn how to effectively market for listings in today’s business environment.

Also offering core CBI courses, the Anaheim conference will jump start you on your way to obtaining the CBI designation or assist you in completing the CBI process. This will also be an opportunity for future CBIs to take the final exam on Saturday, June 15. Signing up for the Anaheim conference now will ensure that the CBI conference attendance requirement has been met; taking additional classes will earn the needed credits, both required and elective, to obtain the CBI designation.

As you can see, the IBBA is committed to delivering the highest level of training and education to business intermediaries across the world. Like any profession, those wishing to achieve success must remain one step ahead of the competition. Attending IBBA conferences, taking courses, participating in workshops and webinars are the educational tools that will give brokers the upper hand on the other business intermediaries in their region. Increase your knowledge, professionalism and earning potential by investing in an IBBA education. We hope you enjoy the conference and look forward to seeing you in Anaheim. Don’t put it off any longer, sign up today!

 

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Scott Buskie, CBI, M&AMI
Marketing Committee Chair

Marketing Committee’s Update

Hello my fellow brokers and M&A advisors,

I hope 2013 is off to a good start for each of you. Thank you again to all those who continue to participate in the survey, for those of you that didn’t, please check us out in July, I think you will find the results very interesting and helpful to your business and deal-making.

According to the Market Pulse Survey, we picked up more clients in Q1 than any other quarter since we started the survey, and I would guess is most likely the best quarter since 2007 or 2008. The other good news is for the second straight quarter “retirement” was the #1 reason for sale across all sectors $0–$50MM in value. Maybe, just maybe, all the talk about baby boomers selling their businesses are finally coming true, and from what I have seen and read, there will be more businesses for sale with less brokers/advisors to help them. Be very selective with choosing your clients. Several very successful advisors taught me years ago, you make it long term in this industry not because of the deals you take on, it is because of the deals you choose to pass on. Now is the time to get deals done, we all need to remember to be smart with our time.

Another interesting fact was the closing ratio the participants had for 2012. Many studies and reports show the closing ratio for Main Street businesses to be anywhere from 15%–25% and lower middle market to be around 33% and larger deals over $10MM to be closer to 50%. However, when we surveyed our members it came back at 64% including all size categories. As I am guessing, the smaller deals would be less than the 64%, and the lower middle market percentage would most likely be higher (next year we will separate). This is really important because it shows the value of being part of the IBBA and/or the M&A Source. Of the group who took the survey, 53% had their CBI, 13% had their M&AMI, and 55% had more than 10 years of experience in dealmaking. The Marketing Committee will continue our effort to build the credibility of the brand of IBBA/MAS and the designations. Please help us by giving ten minutes of your time each quarter.

 

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Marcie Woolworth, CBI, FIBBA
Membership Committee Chair

Membership Committee’s Update

As I write this, a gentle rain is falling outside my office window. It is springtime in Colorado (finally), and we are certainly appreciating all the rain we’ve had in the past 24 hours.

I want to follow up with you and let you know the progress the Membership Committee is making. First of all, I’m proud to announce that we have received 50+ new members into IBBA! Since we have suffered some loss of membership with the prior state of our economy, we are thrilled to have these 50 new people get involved and welcome them with open arms!

The Membership Committee will be sponsoring a New Members Breakfast at the IBBA Conference in Anaheim on Friday, June 14th at 7:00 a.m. Members of the Membership Committee will be there to reach out to the new members to welcome them.

The new Member Orientation Manual is nearing completion and will be available soon online and will be handed to the new members who attend the breakfast at the Spring Conference. In addition to Pratt’s Stats and ShareFile, we have a new benefit of Hoovers and First Research, which will offer you the intelligence you need to close deals: company lists and industry profiles. These products will help you find new leads and learn more about a company or industry—their challenges, opportunities, and critical industry statistics. As an IBBA member you can get up to a 50% discount on these services!

As we continue to search for more valuable benefits, we would appreciate any input that you might like to share! Are there any benefits that you would like to see us add? Please email me at [email protected] or call me at 970-663-9400 – I’d love to hear from you!

Wishing you great success and blessings along the way!

 

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Barry Berkowitz, Ph.D., CBI, M&AMI
IBBA Marketing Committee

2013 Affiliates Rewards Program

The competition is on! Each Affiliate earns points when one of their members signs up for the IBBA conference, registers for an IBBA course or joins the IBBA as a new member. Points will be awarded to the Affiliates as follows:

Achievement	Points Earned
Affiliate’s member attends an IBBA Conference (IBBA member)	1
Affiliate’s member attends an IBBA Conference (non-IBBA member)	2
Affiliate’s member takes Course at a Conference (IBBA member)	1
Affiliate’s member takes Course at a Conference (non-IBBA member)	2
Affiliate’s member joins the IBBA	5

These points will be redeemable by the Affiliates for future complimentary courses and/or conference registrations. There will also be a Grand Prize awarded to one of the members of the Affiliate with the highest normalized score (total number of points earned divided by the number of affiliate members) accumulated during 2013. The Grand Prize will be free hotel, registration and course fees at one of the 2014 IBBA conferences. Last year, a member of New England Business Brokers Association won the Grand Prize. Can NEBBA repeat?

The interim results are in, and the top three affiliates are: NYBBA (New York Business Brokers Association), NEBBA (New England Business Brokers Association), and CABB (California Association of Business Brokers). However, there are new sign-ups every day so these early results are sure to change. Furthermore, the competition does not end with the June meeting in Anaheim. The results will also include the registrations for the fall conference in Savannah and new members through the end of the year.

So, Affiliate Members, start collecting those points by registering now for the IBBA Spring Conference and Courses. The IBBA newsletter will continue to update each affiliate in this “Race to the Grand Prize”.

If you have any questions about this program, please do not hesitate to contact Maggie Nicholson, IBBA Education & Certification Manager at [email protected].

 

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Suzanne De Lucia, CBI

About, But Not Just For, Women

Keith McLeod recently asked me to pen a monthly column about women for the IBBA newsletter. Quite frankly, I wasn’t sure where to go with this subject.

Sure, we all about know that ‘men are from Mars and women are from Venus.’ Undoubtedly, every one of us on either side of the gender gap has wondered what planet their counterpart was from.

Still, we are all unique and all use different skills, techniques and talents to reach the same goal—making a living in this crazy and wonderful business.

Business brokerage has one of the lowest percentages of involvement by women of any white collar profession. In my 20+ year membership in the IBBA, the percentage has barely changed and is still below 10% female membership. When this is compared to the trends in law, accounting, medicine, or even engineering, it is well below the female participation in these previously male-dominated careers. I myself have always wondered why our profession doesn’t attract more female talent.

Yet, attendance at most any IBBA or affiliate event will present the opportunity to meet some of the amazing and successful women who are out there in the trenches with the guys.

So I’m throwing it out to you. Please let me know your thoughts on any topics you might like to be pursued. One broker told me he would read the article if I could tell him how to successfully hire a female broker. Another has suggested that the use of what might be considered female values and characteristics might achieve different and very positive results in the sales process. There’s no doubt that women are embracing entrepreneurship at a much higher rate than men, and these businesses present a source of attractive potential listings.

The goal of the column is to stimulate discussion and ideas for the benefit of both sexes and help us to see and understand things from either side of the Y chromosome. I look forward to hearing your ideas. Please email me at [email protected] or pick up the phone and call 303-499-6008.

 

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Jeff Snell, M&AMI, CBI, ABI

Member Spotlight

I am the Founder and Principal Broker at ENLIGN Business Brokers, headquartered in North Carolina and serving virtually all of the US and parts of Europe. With the support of the IBBA and the M&A Source, I was able to establish my firm’s reputation as a professional services practice early on. Now, almost a decade later ENLIGN is recognized as one of the most respected firms in the marketplace having represented clients from under $50,000 to over $25,000,000 in enterprise value from rural North Carolina to California and England.

I am most proud of the reputation we have earned and the recognition that peer trusted advisors like attorneys, CPAs, private wealth managers, and financial planners provide with their regular referrals.

Looking toward the future, in the coming year we will no longer represent any food service, gas station, convenience store or hotel/motel clients. We will also be significantly reducing the number of franchise resales that we accept as clients, due to their poor transaction completion ratios over the past 4-5 years.

If I could give any advice to other brokers and intermediaries in the industry, I would say to always charge a nonrefundable retainer. Do not take listings that you are not confident have a high probability of selling. Be active on industry online forums. Earn or actively maintain the CBI designation. Set a goal to complete the M&AMI certification. At a minimum, maintain your professional association memberships.

Recently a business listing website began mailing postcards to business owners, which caused significant concern in the business brokerage community. While this raises obvious questions if the brokerage community should support a listing site that is apparently attempting to compete with us, it also raises another point which I feel is quite important, and that is how can a website compete with us as business intermediaries in the first place?

The answer should be “they can’t”, and maybe we should start thinking about why. Is it because as an industry we feel threatened? Is it because we feel we are being wronged by a partner? Or is it because, due to technology and how you market yourselves, business sellers can’t discern or can’t justify paying for our services?

I think it’s time to refocus on the value proposition we bring to our clients and communicate that in a clear way. To this end I am writing an article entitled “Who Should Retain a Business Broker?” and while that question will be answered I will also address who should NOT hire a broker, why, and the benefits of using a broker in the sale of a business.

I also think it’s time that we recommit to lifetime learning and refine and update our skills. These needed skills can’t be provided by a website that is basically a billboard. It’s time to specialize by client size, type, region or some combination. It’s time to stop engaging every prospect.

While I might lose a listing with an enterprise value of $250,000 because the owner thought a retainer and 10% commission was too much, I’m not likely to lose a prospect with a $10 million enterprise value in an industry like tactical military equipment manufacturing or green energy automotive aftermarket products where we have established a reputation of getting deals done.

While I don’t believe the brokerage community should essentially pay online listing sites to directly compete with us in our own backyards, I do believe that there is a responsibility on the part of the brokerage community to insure that we are delivering the value added services that our clients are wanting and needing.

 

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Doug Robbins, FCBI, MCBC, M&AMI, CM&A, CSBA, CMEA

Member Spotlight

Following Up and Being Available

At Robbinex, we use education as a marketing tool. That education takes many forms, including articles, public speaking, workshops, one half-day and full-day seminars. Collectively this tool has worked reasonably well for us over the past 25 years, of course, subject to the economic times. Our full-day seminar runs for approximately seven hours and touches on all aspects of the process of selling a business.

After running a full-day seminar, Don, my VP of Sales, usually follows up with each attendee to confirm they were happy with the seminar. He contacted one of the attendees who told us that this was the best workshop he had ever taken covering the subject of selling a business, and thanked us profoundly for putting it on. He said the workshop was so good that he did not require our services because he learned so much. He went on to say he had just received an unsolicited offer for his business and was going to accept it. Don gently inquired as to the makeup of the offer and he told Don that the offer was for book value. The book value was $1,100,000. The owner was to receive $600,000 in cash and a note for $500,000, payable over five years, and a management-consulting contract for five years paying $125,000 year. Further probing revealed that the company had $600,000 in surplus cash (which was to be included in the purchase price) along with revenues of $5.5 million dollars and enjoyed earnings before interest taxes and depreciation of $450,000 per year.

Don’s call to the attendee was on a Thursday night at about 8:00 pm, and he called me at home wanting me to see the attendee the next morning and to review his offer and share my thoughts on it. The attendee arrived the next morning and we quickly got down to business. After reviewing the offer and his financial statements, I asked why he thought this was such a great offer. His response was that it was for book value. I grabbed my checkbook and made out a check for $1,200,000, and asked him the name of his lawyer so I could make out the check to the lawyer in trust. He looked puzzled and asked what I was doing and I advised that I would pay $1,200,000 in cash if he would continue to run the business for 5 years at a salary of $150,000 per year.

He looked at me with a sheepish grin and said, “I guess this isn’t such a good offer then, is it?”

It turns out after all, that the attendee did need some professional advice regarding the sale of his business. We quickly signed him up as a client, did our standard “Phase One Comprehensive Analysis” on his business. The original purchaser was somewhat upset and refused to enhance his offer. The business then sold to another buyer about four months later for $2.2 million, including an employment contract at $150,000 per year for five years. The client also removed the $600,000 in cash in the company before the transaction closed. Our fee on that assignment was almost $200,000.

Tales from You Can Always Sell Your Business, by Doug Robbins

 

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Ted J. Leverette
“Partner” On- Call Network LLC

62 Reasons Why Business Sellers Hire Brokers

 

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Clyth MacLeod, Lifetime CBI

News and Views

Rents, Landlords, and Leases

Nothing is certain but death and taxes… and rent if you own a café or restaurant!

There are three critical factors that determine the financial success and survival of these types of businesses. These are cost of goods, wages, and rent. The owner has some control over the first two, but the rent is generally fixed for a period by a lease.

Ideally, rent should be in the range of 6% to 10% of the turnover. Every 1% above that comes directly out of your bottom line profit. Of course, if your rent is low as a percentage this improves your profitability. And if you increase your turnover the percentage drops.

Currently, we are hearing many stories of landlords asking for hefty increases in rent. We are also hearing stories of owners closing and walking away from exorbitant rents. When this happens, everyone loses. The owner’s income disappears, the landlord’s rental income stops, and the staff is redundant.

This is a lose-lose situation. Any new tenant will be wary and the previous one may face horrendous setup costs if suitable premises can be found for re-location.

It is in the landlord’s interest to have a stable, successful tenant paying the rent on time. It is in the tenant’s interest to have security of tenure at a reasonable market level rental. Understandably, the landlord wants to maximize his rental – but not so much that he or she is left with empty premises. The café / restaurant owner should expect to pay a fair rental.

The lease agreement is critically important. The terms and conditions are as important as the rental. The tenant needs clarity as to what other occupancy costs are involved, how often the rent is to be renewed (and on what basis), what restrictions may impact a future sale, how many rights of renewal there are, and what is the final expiration date. A demolition clause can cut in half the value of your business. At renewal and review times, a tenant in good standing has some leverage. Most landlords would rather work with a known quantity than be at risk with a new and untried tenant or have an empty building.

A major problem with café and restaurant rentals is that their viability is dependent upon the turnover of the business. The rent of other businesses in the area may be dependent purely upon floor area.

In negotiating a lease or renewal, the business owner should start early, have a knowledge of market rents in the area and prevailing market rents for the hospitality sector, strive for a long-term lease (but short-term renewals) with clarity on rent increases, and no clauses that will limit the transferability of the business when your time comes to exit.

And be friendly. Landlords and tenants really do have common interests!

 

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Keith McLeod, CBI

From the Editor’s Desk

Be sure to read Suzanne De Lucia’s article About, But Not Just for, Women. She is raising the issue of women brokers and intermediaries. Suzanne is a veteran intermediary and is asking why more women are not involved as they have made an impact in our industry.

Our New Zealand friend Clyth MacLeod highlights tips for landlords and leases on the transactions we put together. He reminds us that tenants and landlords have common interests. When he speaks I take notes.

In Tucson, we have the top brokers in the community meet on a monthly basis to talk about our industry and share some of our listings which we will co-broke with each other. At the last one, Bob Bohacik shared with us a form he put together when a Franchise is sold. He is gracious enough to share it with IBBA members:

 

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Upcoming Events

June 11-15 IBBA Spring Conference (Anaheim, CA)
Sept. 9-12 IBBA Fall Educational Summit (Dallas, TX)
Nov. 18-23 IBBA Fall Conference (Savannah, GA)

View upcoming events!

New IBBA Members for May

Timothy Binkley
Ron Chromey
Darrin Davenport
Lanny Moldofsky
Michelle Coberly
Karena Feng
Robin Stanaland
James Benincasa