Showing posts with label Mergers and Acquisitions. Show all posts
Showing posts with label Mergers and Acquisitions. Show all posts

Tuesday, 3 June 2014

7 Red Flags that can Kill an M&A Deal

If your company is looking to acquire or to be acquired, one of the most important areas to evaluate is the ability to manage money. Because of this, the accounts receivable department will be at front and centre of evaluations.


A competent team should be able to demonstrate that they can bring in clients’ money within the defined payment schedule. After all, if working capital is deficient, there will be added costs to borrow to pay to keep the company moving forward. To be certain, the acquiring firm will want to confirm whether best practices are in place, and will try to establish and update those credit practices found wanting.

Collecting accounts receivables is one portion of working capital but proactive cash flow management is vital to avoid a short-term liquidity crisis.

Smart firms get ahead by demonstrating that the business owner was not cutting special deals to his buddies or writing things off ad hoc, but rather that there were formalized systems to ensure the money is collected consistently.

Once the deal is struck, the first 90 days are the most critical. In the credit department, the acquiring firm will be vigilant for a gap between what was said on paper and the company’s actual ability to collect money within the 30 days or 60 days. The key question on the buyer’s mind is: will there be a cash flow hole?
The following are seven red flags to look out for, and although one red flag does not necessarily kill a deal’s success, several can indicate problems ahead:

1. Payment history changes. If receivables were 45 days, and are extended to 60 days to collect payment, an increase in working capital will be required.

2. Projected payments. As the M&A deal is finalized, there will be projections made about the expected time frame for collecting money from clients. DSO (Days Sales Outstanding) is the key indicator of how fast the accounts receivable is being converted to cash. If the DSO begins to slip from 30 days to 60 days, that gap will have serious consequences on the amount of cash the company has to pay for operations. If timing for actual collections begins to slip from 30 days to 60 days, that gap will have serious consequences on the amount of cash the company has to pay for operations.

3. Initial payments. Credits coming through in the early days after the acquisition will be analyzed with a fine-tooth comb. The acquiring company will want to see if the credit department is passing journal entries to clean them up. The credit history in the first 90 days after the acquisition date can reveal a great deal.

4. Employee turnover. Talent management is reviewed and employees leaving the department might indicate management issues.

5. Vacation schedules. When people do not take vacation, it could indicate fraud. If credit write-offs do not require a second approval, many problems can be hidden.

6. Performance management. How can the acquiring company give incentives to address the issue of collections? The credit department’s number one goal will be to reduce the number of days of payment. One way is to show the credit department the impact of late payments on the overall company. For example, if there’s $10-million of receivables, reducing the time to bring in that cash from 60 to 50 days means the company needs less working capital. Leaders in the credit department could even get their employees to share in part of the benefits by collecting at the 50-days target.

7. Team incentives. The biggest challenge for the credit department is to stay motivated. The best performing teams know how to reward the right behaviour and to celebrate when the big goal is met. Hopefully, with spring around the corner, an employee BBQ goes a long way towards creating a positive credit collection culture.

GBSH Consult is a company which focuses on succession advice for large, medium-sized enterprises, family businesses and closely held private companies. GBSH develops customized strategies, particularly in relation to sale of companies, M&A, financing and corporate strategy matters. Follow us on twitter @gbshconsult. Sign up for our weekly newsletter.

Thursday, 16 January 2014

When is the Best Time to Sell your Business?

WHEN IS THE BEST TIME TO SELL YOUR BUSINESS?



I have heard off-the-cuff opinions such as:
  • Ø  Only when you get the highest Price.
    Ø  I will not sell unless I get all cash.
    Ø  Do not sell unless you know what you want to do next.
    Ø  Everything is for sale… for the right price.
    Ø  If it is a good business that makes money, then don't sell.
The above answers just address the price and terms…but there is much more in a business owner's decision to sell.

What is the Opportunity Cost of Not Selling?


We exist in a world of limited resources such as time, energy, talented people, and capital. Consequently, the true cost of not selling is the outcome one could have achieved from committing those same limited resources to a different course of action. Said in a different way, there is only so much time, energy, and capital available to a business owner at any particular point of time, and those resources invested in a business are not available for him/her to use, enjoy, or invest in other ways.

The opportunity cost of being involved in your current Company might include giving up:
Ø   Another business venture or opportunity
Ø   Time for rejuvenation and reflection
Ø   Friends, family, and grandchildren
Ø   Diversification of investments or reduced risk
Ø   New challenges, intellectual stimulation, or education
Ø   Health, travel, community involvement, spiritual service
Ø   Or, any other opportunity that can not be pursued because of the demands of your current Company.

The opportunity cost is relevant only in terms of the life goals of the business owner. When a business owner decides that the opportunity cost of owning his/her Company is greater than the overall value (not just money) received from owning the Company, it is time to seriously consider selling. Conversely, a business owner should not sell if he/she finds the business provides the most satisfying, enjoyable, and profitable way he/she can invest his/her time, energy, and capital at the moment.

Many business owners have been involved in their companies for so many years that they have a difficult time envisioning what their life will be like after they sell. Once they sell they are free to discover other opportunities. Not having the freedom to discover alternatives is one of the opportunity costs of business ownership.
Following are three examples of what "Opportunity Cost" sounds like when spoken by a business owner who should consider selling:

·        Burn Out – "My Company has been good to me. I am proud of it. I poured my life into it and for many years it was very fulfilling and financially rewarding. For a while though, I have not been having much fun and it has been boring. I know I could do more with the Company, and it has lots of potential. However, I just do not want to put any more energy into it. It is time to do something else with my life. I am not sure what that should be, but I am sure I can figure it out, once I am not preoccupied with this Company."


·        Another Business Opportunity – "My Company is going well and I could keep running it forever. But, it takes lots of attention and distracts me from a different business venture, with which I believe I can have even a greater success. It may seem foolish to sell a good business, but I need to let go of this one in order to take hold of the next one."


·        Owner Skills – "My Company has been successful, but based on my talents and experience; I have taken it as far as I can. The business is well positioned, but it needs a person in charge with different skills and ambitions. Both the Company and I would be better off if I sold it to a buyer that could take the Company to the next level. Then I could focus on what I do best, either working with the buyer, or moving on to a new opportunity."

Opportunity costs can be applied by Buyers also. Business buyers acquire Companies because the company presents a more attractive opportunity than the alternative uses of their resources.

How Much is Enough?

No matter how much you make, there is always someone with more. We see business owners who persist in owning their business just because they want more money. Meanwhile, 99% of the people make and have less money than they. We see their "nose-to-the-grindstone" in their particular Company because:

Ø  They are in Business
Ø  They want more money
Ø  A few years ago the Company was worth more
Ø  The market may be better in a few years.

                  
When a business owner is passionate about his/her company, working for increased profits is an energizing goal. However, sometimes business owners lose the focus, intensity, and passion that they had when growing it. They then push ahead day after day just because they believe they should use the business to make money. They own great businesses, but as individuals they feel discouraged and trapped.

Important issues for business owners to address:

Ø  Why are we making money? And why in this business?
Ø  Are we making money in a way that is (still) personally and professional rewarding?
Ø  Is making money with this Company the highest and best use of our resources and abilities
ØRegardless of whether you decide to sell now, answering these questions is key to tactical and strategic planning, and developing an exit plan.


When is the Best Time to Sell?

The best time to sell is when you come to a decision that it is more compelling to invest your time and capital into something other than your current Company. To make that decision, understand that businesses sell for more when the business is doing well, the economy is doing well, and financing is easy to obtain by buyers.  As a Merger & Acquisition advisor, my role is not to convince business owners to sell their Companies. It is to ask owners the insight-producing questions, such as these, to help entrepreneurs clarify their thinking.

If the result of your reflections is a decision not to sell, you can focus on building your business with renewed commitment. If you decide it is time to sell, my role as a Merger & Acquisition advisor is to help you through the process so that you can move on to the next phase of your life.

If you are interested in discussing your business objectives in confidence, we welcome the chance to talk with you.


GBSH Consult is a global management consulting firm proven in dealing with mergers and acquisitions. GBSH Consult supports clients in making their deals successful as well providing analysis, trends and recent M&A middle market transactions, deals and private equity investment. For more information go to www.gbshconsult.com