Breaking Through the Fog To Sell Your Company

Breaking Through the Fog To Sell Your Company

Breaking Through the
Fog To Sell Your Company

GRAND RAPIDS, MI – 2020: Owners aiming to sell their businesses don’t always have to look far to find the right buyer. There may be a key manager or managers already on board who have the knowledge, experience and desire to move into an ownership role.

But such deals can be stymied by the daunting and unfamiliar task of transferring ownership. It’s difficult to cross all the T’s and dot all the I’s when you’re feeling your way through the dark. While specialists such as accountants, bankers or attorneys can provide their own expertise, it often takes someone with a broader view to bring all the elements together.

Nuvescor Group, a West Michigan mergers and acquisitions service provider, has the resources to help. Nuvescor partners with other professional service providers to provide the full array of disciplines needed to complete successful and timely business transactions, including management buyouts. Once Nuvescor is engaged to help with such sales, they’re able to break through the fog and get a deal done in a few months.

“Lately, we’ve seen many companies interested in selling to an internal party. We’ve helped in a lot of these situations because people have the interest, but they don’t know how to put it all together,” said Nick Good, Nuvescor’s managing director.

“They’ll work with an attorney, and an attorney is great at the legal side of things, or we see them go to their banker. Banks are great at helping on the financing side, but not negotiating specific deal terms between the parties,” he said.

“We’ve found that people are hiring us quite often to come in and be that intermediary, not only explaining things to both parties, but acting as a hunting or fishing guide. Business owners and the potential buyer or buyers know what they want to do and what they want to have accomplished. We know how to get them there, we have a proven process of doing so, we know the supplies needed, and we know the people you need to talk to to get to the finish line.”

Many family-owned companies are changing hands as the business world experiences a generational shift. The average small business owner in the U.S. is 60 years old, and 40 percent of owners are 65 or older, according to Barlow Research Associates. These owners represent the tail end of the Baby Boom generation, the millions of Americans born after World War II and now at or near retirement age.

The COVID epidemic and its economic and emotional effects may accelerate that exodus, as aging business owners reassess their personal and professional priorities. Some may balk at the time, effort and money needed to adapt or rebuild their business, especially when weighed against other desires such as recreation, travel or time spent with loved ones such as grandchildren.

An internal sale that Nuvescor completed in December displayed the typical challenges such deals can present. The company owner and an employee started talking in spring 2020, with an eye on closing by mid-year. But like in many such scenarios, progress stalled. Nuvescor was hired in September and closed the sale three months later.

“The parties had gone as far as they knew to go, but they didn’t know what they didn’t know,” Good said. “They had talked about a deal structure, but hadn’t signed a letter of intent, and they hadn’t agreed to all of the deal terms simply because they hadn’t thought to discuss certain specifics at certain points of the proposed transaction.

“We walked them through it and got things drafted and signed so the attorneys had the framework they needed, the bank had the documents they needed for the financing, and the shareholders had what they needed to understand the proceeds from the sale.”

Another recent deal was between the company’s owner and general manager. With the help of a banker, they’d been discussing a sale for almost a year.

“Trouble is, they had never really agreed on all of the details of the transaction, simply because they didn’t know what the details needed to be, so the bank didn’t have what they needed to put forward financing,” Good said. “After some initial months of frustration, we got involved in October, and we’re going to close the transaction for them in January.”

Selling a business to an internal buyer has advantages – for the outgoing business owner as well as the company and employees going forward. For the new owner, there’s less of a learning curve and more potential for success.

“With internal sales, there are fewer questions like: Are your employees, your customers and suppliers going to like the person you are selling to?” Good said. “All the customers are familiar with the buyer, all the employees know him or her, all the suppliers know them. They’ve been working with them all along. There is typically less of a worry on these things from the seller’s perspective.”

That knowledge helps reassure the outgoing owner that his or her legacy is in good hands, a major concern when selling a business. What’s more, leaving a viable business behind improves the owner’s prospects of receiving his or her payout. Such deals are often structured with the owner receiving a portion of the payment at close, and the rest over time.

“If an employee is buying the company, and they’ve been doing things the same way that the seller has been, the seller has a pretty good idea of what the company is going to do in the future,” Good said. “This business is going to continue to grow, for example. The picture is much clearer to the seller.”

Nuvescor helps owners sell their businesses whether or not they have a buyer in mind. The company utilizes a proprietary proven process that greatly increases the success rates for business transactions as well as the customer experience. If no buyer has been identified, Nuvescor employs a detailed step-by-step process to market the business, vet potential buyers, and help the parties negotiate a deal. Beyond the “matchmaker” role comes a lot of hard work on the back end to bring the deal to a close.

A business sale that requires marketing the company and finding the buyer is typically a 6-to-8-month process, Good said. If a buyer is already identified that period is reduced to 3 to 4 months. Likewise, a deal with a known buyer costs the selling owner about half as much in fees.

Good sees 2021 as still a good time to sell a business. Interest rates remain at rock bottom, and investors and large companies are looking for acquisitions.

“There is a lot of money out there right now in private equity, and those people exist to buy and grow businesses,” Good said. “Also, in the corporate world, there are many businesses that have cash on their balance sheets and are willing to spend when they see an opportunity to grow.”

About NuVescor Group
NuVescor Group, based in West Michigan, is a distinguished mergers & acquisitions service provider that partners with other professional service providers to provide the full array of disciplines needed to have successful and timely business transactions. NuVescor works within many different industries and has a strong focus and track record specifically in the manufacturing sector. NuVescor utilizes a proprietary proven process that greatly increases the success rates for business transactions as well as the customer experience. For additional information, please visit www.nuvescor.com.

Closing Deals In The Middle Of A Global Pandemic

Closing Deals In The Middle Of A Global Pandemic

Closing Deals In The Middle
Of A Global Pandemic

At NuVescor, we align the interests of investors and business owners to enable the personal and financial goals of our clients. For over a decade, we have helped founders and owners of companies in the manufacturing sectors achieve maximum value for their companies. Together, we can provide business valuations, financial analysis, investment guidance, and business transaction advice for middle-market companies with revenues from $5 million to $500 million.

In this post, we’d like to share with you 4 case studies that illustrate the impact that COVID-19 had on certain businesses and provide an update on trends we are currently seeing. 

 

Case Study #1 – Significant COVID Impact

 

  • Automation business: 80% concentration to one customer, 90% of sales are in automotive industry
  • Sales rebounded nicely, but backlog suffered
    • Backlog at launch: $12,000,000+
    • Backlog at close: $4,600,000
  • Changes in business = changes in deal
    • Value held up
    • $1.85M in seller financing switched to an earnout

 

Case Study #2 – Significant COVID Impact

 

  • Coating and equipment business, serving automotive and aerospace customers
  • Sales negatively impacted, with no rebound yet
  • Changes in business = changes in deal
    • Bank decides they are going to lend $1,300,000 less than their commitment letter
    • Total value reduced $500,000
    • Seller financing increased $800,000
    • Buyer tapped out on down-payment

 

Case Study #3 – NO Significant COVID Impact

 

 

  • Styrofoam pattern company serving industrial casting and tooling customers
  • No real sales dip due to COVID (aside from February)
  • No change to valuation or deal structure from LOI

 

Case Study #4 – NO Significant COVID Impact

 

 

  • Snack food manufacturer that manufactures for other brands
  • Sales actually increased throughout COVID (people gotta eat, right?)
  • No significant change to valuation or deal structure from LOI, even under the scrutiny of private equity quality of earnings pressure

 

What We’re Seeing in the Market

  • Sellers are still selling, buyers are still buying, banks are still lending
    • 1 closing in February, 1 in May, 2 in June, 1 in August, 1 in September, 1 in October
  • There are still real outliers to the high side, but fit/motivation must be perfect
    • Recently signed LOI for Manufacturing Business with less than $10 Million in sales – 4 LOIs submitted @ 5x multiple and signed LOI at 7.5x multiple all-cash stock sale
  • That pesky PPP loan uncertainty: be ready to escrow funds as part of the closing proceeds
    • But remember – the seller stays in control!
  • Watch out for scams/wire fraud!
    • Lost one, caught one

 

Closing Deals In The Middle Of A Global Pandemic

2020 Manufacturing M&A in Review

2020 Manufacturing M&A
in Review

2020 has been a year of twists and turns, and has not followed any analyst’s predictions. The M&A world has attempted to weather the storm, in spite of deal volume and deal value declines. IBBA’s Market Pulse Report indicates that manufacturing companies remain among the most valuable deals. More than anything else, COVID has triggered major delays to in-process deals. Many lenders have changed their loan structure to become more conservative. As we adjust to the new normal, deals should pick up. Here are some highlights from relevant sectors in manufacturing from the first half of the year:

 

  • Plastics M&A: Plastic injection molding should grow thanks to the ever shifting needs in healthcare and the demand for eco-friendly packaging. Deals continue to thrive internationally. For example, Technimark acquired Tool & Plastic Industries Ltd. In Ireland. With multiple global locations already, the new acquisition will increase Technimark’s European footprint. In the U.S., Revere Plastics continues to expand by acquiring many plants from Techniplas, a Wisconsin-based company.
  • Gear Manufacturing: In Germany there was some gear manufacturing consolidation, with the continued closure of international deals. Scherer Feinbau was recently acquired by EMAG, a global business offering an array of machining solutions across many nations. ACEDIA group, a German holding company, acquired Pennsylvania-based ASI drives, building a stronger portfolio of gearbox and gear drive companies to better support the automotive industry.
  • Tool and Die M&A: In the tooling industry, Production Tool & Supply is being acquired by DGI Supply. DGI Supply’s parent company includes manufacturers of grinding and sawing products. This acquisition marks the newest addition to more than two dozen DGI Supply locations across the United States and North America.

About NuVescor Mergers & Acquisitions
At NuVescor, we align the interests of investors and business owners to enable the personal and financial goals of our clients. For over a decade, we have helped founders and owners of companies in the manufacturing sectors achieve maximum value for their companies. Together, we can provide business valuations, financial analysis, investment guidance, and business transaction advice for middle-market companies with revenues from $5 million to $500 million.

Breaking Through the Fog To Sell Your Company

FabX Industries Inc. acquires Guide Engineering LLC

FabX Industries Inc. acquires
Guide Engineering LLC

GRAND RAPIDS, MI  – NuVescor Group is pleased to announce the successful sale of Guide Engineering LLC of Fort Wayne, Ind., to FabX Industries Inc. of Greenville, Mich.

Guide Engineering designs and builds high-end automation, assembly and test systems, including robotics, primarily serving automotive manufacturers. FabX Industries is a manufacturing holdings company which provides high-quality, cost-effective and value-added machining and fabrication services for the fenestration, automotive, marine, furniture and recreational vehicle industries. Before the acquisition, FabX consisted of Aquest Machining and LaserTec Sheet Metal Fab, both of Greenville, and Elite Precision Machining of Kalamazoo.

Since the acquisition, which was effective Oct. 31, Gopi Ganta has assumed the CEO role at Guide Engineering. His experience is in the engineering, operational and financial sides of business.

Ganta said FabX was interested in Guide Engineering because of synergies between the companies, the experience and skills of Guide Engineering employees and the overall trend toward increased demand for automation among U.S. manufacturers. He and the management team at FabX will bring strategic and business development experience to help diversify and grow the Indiana company, whose capabilities extend far beyond its current automotive focus.

“I’m really excited to be working with Guide Engineering,” Ganta said. “With my engineering background, I can provide strategic direction for Guide to pursue opportunities outside of the automotive field.”

He noted that FabX can supply machine components to Guide Engineering to improve its quality and service. FabX also can develop automated and robotic systems to manufacture certain marine industry components. FabX also is an ISO 9001-certified company.

Guide Engineering President and former co-owner Scott Taylor agreed that the partnership will allow for many synergies in transferable opportunities and for the continued growth of Guide Engineering.

Taylor said his partners at Guide Engineering, Andy and Lisa Zundel, will step aside as they enter their well-deserved retirement years. Taylor will continue as president of Guide over the next several years. All Guide Engineering’s employees will remain on staff with no changes in the Company’s core business model, other than pursuing opportunities to diversify in the automation market.

Ganta confirmed that current Guide Engineering staff will remain, and design and control engineering positions will be added.

Guide Engineering will continue to operate under its current name. In a memo to customers and suppliers, Taylor said: “Please take note that we will operate on business as normal with no interruptions to each of you. Our objective is to continue promoting the same expertise, competitiveness, quality, and support as you have come to expect. We look forward to the years to come as we continue our relationship and partnerships.”

Guide Engineering was established in 1960 as a design-only Company and expanded in the 1970s to produce single-use special machines. From 1980 to 2000, the Company expanded its focus again to include small assembly cells. Since 2000, the Company has continued to grow as a high-end assembly and automation systems integrator. Guide Engineering has been at the forefront of changing technology, both in the electro-mechanical product realm and in software development. Investment, recruiting and development of a skilled workforce has enabled it to evolve over time to produce larger and more complex systems, including robotics.

About FabX Industries Inc.
FabX Industries, of Greenville, Mich., is a manufacturing holdings company established to provide high-quality, cost-effective and value-added machining and fabrication services for the fenestration, automotive, marine, furniture and recreational vehicle industries. Before the acquisition, FabX consisted of Aquest Machining and LaserTec Sheet Metal Fab, both of Greenville, and Elite Precision Machining of Kalamazoo.

About Guide Engineering LLC
Guide Engineering LLC has been a leader in the design and manufacture of automation, assembly and test systems, including robotics, primarily serving automotive manufacturers for more than 50 years. Based in Fort Wayne, Ind., the Company was founded in 1960. The Company has distinguished itself with a highly skilled workforce applying cutting edge technology.

About NuVescor Group
NuVescor Group, based in West Michigan, is a distinguished mergers & acquisitions service provider that partners with other professional service providers to provide the full array of disciplines needed to have successful and timely business transactions. NuVescor utilizes a proprietary proven process that greatly increases the success rates for business transactions as well as the customer experience. For additional information, please visit www.nuvescor.com.

Closing Deals In The Middle Of A Global Pandemic

Manufacturing M&A Rebounds Amidst Pandemic

Manufacturing M&A Rebounds
Amidst Pandemic

In the early weeks of the pandemic, many PE firms actually reported higher than normal deal volume. Perhaps dealmakers were trying to make it to the finish line before the economy tanked, or believed things would quickly rebound. Whatever explanation experts can devise, though, one thing is clear: the market tanked quickly after that. By the Summer, many manufacturing PE firms were seeing half of their usual deal volume. Toward the end of the year, though, firms are now reporting that things are returning to normal.

Deal experts say that those trying to sell in the manufacturing space right now fall roughly into one of four categories:

  • Owners hoping to exit manufacturing before COVID permanently alters the business.
  • Manufacturers who have seen a COVID-related bump in sales, and who hope to capitalize on that short-term gain.
  • Companies hoping to close a deal prior to the year’s end because of concerns about tax changes under a new administration.
  • The natural level of deals, including owners transitioning to retirement. This fourth category was mostly untouched by the pandemic.

 

Analysis from BizBuySell, which tracks national deals, transactions declined 51 percent year-to-year in April. By September, the figure was just 5 percent. Dealmakers are finding that there are ways to productively move forward. They may need to renegotiate exclusivity periods and adjust terms and conditions to offer more security to buyers. While many manufacturers will continue to experience a decline, some may come out as big winners. And there has not been a surge in sales because of COVID-related losses, which bodes well for the market as a whole.

Perhaps the most important thing for manufacturers to know is that, if they can weather the storm of COVID, it bodes well for their future. This survival may even make a business a more enticing future acquisition.

If you’re considering selling now, it’s important to seek expert input at this important crossroads. Staying in too long can definitely erode value—but if you’re panic-selling, buyers will know it, and that may produce a deal that offers less value to all parties. As with all other M&A transactions, pandemic selling is all about how well your business is doing, why you’re selling now, and what motivates the buyer to consider a purchase. If all of those factors align, it’s possible to walk away with a tidy profit.