Why Acquiring Smaller, Agile Manufacturing Firms Could Be Your Next Smart Move

Why Acquiring Smaller, Agile Manufacturing Firms Could Be Your Next Smart Move

Why Acquiring Smaller, Agile Manufacturing Firms Could Be Your Next Smart Move

December 2, 2024 | by Randy Rua

gold fish in bowls

When it comes to expanding your manufacturing business, bigger isn’t always better. In my experience, some of the most transformative growth comes from acquiring smaller, highly specialized shops. While these companies might be smaller, they can bring unique technologies, niche expertise, and innovative approaches that can be game-changers for your operations. 

 

Starting Small for Easier Integration 

It’s often better to start with a smaller company when you’re considering your first acquisition (around 10% to 20% of your size). Integrating a company that’s half your size can be overwhelming and risky. Smaller acquisitions are generally easier to manage and can be seamlessly integrated into your existing operations. 

I’ve also seen companies acquire firms that are even just 1% of their size. You might wonder why bother with such a small acquisition. The reason is that these smaller firms often bring something unique to the table—specific technology, expertise, or niche capabilities that are hard to develop internally. 

For instance, a $150 million plastics company I worked with acquired a $2 million automation firm. Despite the size difference, this small acquisition allowed them to integrate specialized automation technology across all their facilities. The goal wasn’t immediate revenue growth but enhancing capabilities and gaining a competitive edge. 

 

Leveraging Niche Expertise 

Smaller firms tend to be highly specialized because they can’t be everything to everyone. This focus often leads them to innovate more within their niche. They also understand the challenges unique to their segment of the market. 

When a larger company acquires a smaller, niche firm, they acquire specialized knowledge and innovative approaches. This can prove to be valuable in an industry where technology and expertise are critical. 

 

Challenges and Solutions in Integration 

One of the biggest challenges in acquiring a small company is retaining the key people who make it successful. In many cases, the business owner wears multiple hats—acting as the general manager, sales leader, and sometimes even the chief financial officer. If you don’t have a plan to retain or replace that talent, you risk losing the very value you sought in the acquisition. 

Identify key team members early on and consider retention strategies like stay bonuses or clear career paths. Without this planning, the integration can falter, and the acquisition may not deliver the expected benefits. 

Understanding the culture of the small firm is also critical. Smaller companies often operate differently—they may be more entrepreneurial, with employees who are independent and self-starters. If the culture clashes with that of your larger organization, it can hinder the innovation and agility that made the smaller firm attractive. 

Sometimes, it’s best to allow the acquired company to maintain some level of autonomy. Let them continue to do what they do best while providing them with the resources and support to thrive. This approach can help preserve their innovative edge while integrating them into your broader strategic goals. 

 

Positioning Small Firms for Acquisition 

For small manufacturing firms considering being acquired, focusing on your niche and building a strong, self-sufficient team can make you an attractive target. I’ve seen too many small companies try to diversify too broadly, which can dilute their value. Stick to what you do best and make sure you have systems in place that don’t rely solely on the owner’s involvement. 

By making your company easy to integrate—what we sometimes call “easy to roll up”—you not only become more attractive to potential buyers but can also command a higher valuation. Increasing the multiple that buyers are willing to pay can significantly enhance your company’s value because they see the strategic advantage in what you offer. 

 

Looking Ahead 

Manufacturing is changing rapidly, with increasing competition and technological advancements. Acquiring smaller, agile firms can provide the innovation and specialized expertise needed to stay ahead. Whether it’s new technology, niche market access, or unique products, these acquisitions can offer significant advantages. 

But remember, success depends not just on the deal itself but on how you integrate and support the new addition to your company. Plan ahead, focus on retaining key talent, and be mindful of cultural differences. 

If you’re considering such a move, we’re here to guide you through the process. At NuVescor, we specialize in matching buyers and sellers in the manufacturing sector, ensuring that each transaction is a stepping stone toward greater success. 

Randy Rua

Randy Rua

President

Strategies for Overcoming Common Obstacles in Manufacturing M&A Deals

Strategies for Overcoming Common Obstacles in Manufacturing M&A Deals

Strategies for Overcoming Common Obstacles in Manufacturing M&A Deals

November 18, 2024 | by Randy Rua

How to Avoid Disappointment When It's Time to Cash Out

Selling a manufacturing business comes with unique challenges that can complicate the transaction process and post-acquisition integration. Many challenges are not anticipated by buyers and sellers and often don’t reveal themselves until deep in the merger and acquisition(M&A) process. Below are some of the most common obstacles in manufacturing M&A faced by buyers and sellers. 

Unforeseen Financial Investments

One of the most common surprises for buyers is the money required to stabilize and modernize the acquired business. For instance, a manufacturing company may operate with outdated equipment or lack a robust accounting system. While the seller might have grown accustomed to these limitations, buyers, especially those backed by private equity, might see these gaps as significant risks.

The need for a cloud-based accounting system or an Enterprise Resource Planning (ERP) system may be non-negotiable for the buyer, but sellers often resist acknowledging the necessity or cost of these upgrades, leading to friction during negotiations. 

 

Key Personnel and Customer Relationships

Retaining key personnel and transitioning critical customer relationships can present obstacles. Buyers often discover that certain employees are indispensable or that the owner has cultivated strong, personal relationships with key customers. The risk of losing these employees or customers post-acquisition can significantly impact the perceived value of the business. Sellers often underestimate how these relationships are tied to their personal involvement, leading to disputes over valuation and deal terms. 

 

Seller’s Reluctance to Stay Onboard

Buyers may insist that the seller remains with the business for a transitional period—often through a three to five-year employment contract— if the buyer doesn’t have a strong management team to take over. This can clash with the seller’s motivations for selling, especially if they were hoping to retire or move on to other ventures. This misalignment can become a sticking point, as the buyer may view the seller’s continued involvement as crucial for maintaining stability, while the seller sees it as an unwanted obligation.

 

 

Working Capital Disputes

Working capital is another frequent source of conflict. Sellers often expect to be compensated for their inventory and receivables, viewing them as part of the business’s value.

For instance, a seller may focus on the company’s value based on a multiple of EBITDA, expecting the inventory value to be added to the agreed-upon purchase price. So, a company with $1 million in EBITDA might be valued at $4 million, but the seller will expect the  $3.5 million working capital tied up in inventory and receivables to result in a purchase price of $7.5 million. 

On the other hand, buyers typically believe that the purchase price should include everything necessary to run the business, including the existing inventory and receivables. This disconnect can lead to heated negotiations, especially when working capital levels are high.   

 

Financing Complications

Financing M&A transactions in the manufacturing sector presents several challenges for both buyers and sellers. Buyers often rely on bank financing, but various factors can make securing it difficult. Banks may raise concerns about the condition of equipment, the stability of cash flows, or the adequacy of financial reporting. 

Extended payment terms—sometimes stretching to 90 or 120 days—further complicate financing efforts, as they can strain cash flows, and banks are wary of these elongated terms and may be reluctant to lend against these receivables.

The fluctuating value of used equipment, often used as collateral, adds another layer of uncertainty as lower-than-anticipated valuations leave buyers with less collateral to secure loans. Rising interest rates also increase financing costs, leading to higher debt-to-EBITDA ratios, making it harder for buyers to meet sellers’ valuation expectations.  

However, it’s not all doom and gloom on the financing front. In response to these challenges, creative funding solutions have emerged, and buyers can increasingly turn to a combination of traditional bank loans and private equity partnerships to close deals. Government programs like SBA and SBIC-backed loans also provide essential support, offering reduced payment terms and enabling banks to take on more risk.

 

Learn more about our buy-side services 

 

 

Environmental and Compliance Issues

Environmental due diligence is standard practice – especially when the buyer is purchasing both the business and the property— including Phase I and II environmental assessments. These assessments involve third-party agencies that inspect the manufacturing facilities for any signs of contamination, such as improper waste disposal or oil spills on the factory floor. If issues are identified, they can lead to additional environmental research, increased costs, and potential delays in the transaction, which may cause the buyer to reconsider or even walk away from the deal. 

The liability associated with environmental compliance is also a key concern for buyers, as they could inherit significant risks if past environmental issues are not properly addressed. This often leads to intense negotiations between the buyer and seller, particularly over language in the agreement that protects the buyer from future liabilities. The safest approach is to conduct an environmental analysis to ensure that all potential risks are identified and managed before the deal is finalized. 

 

Cultural Differences

In manufacturing M&A deals, company culture can be a significant obstacle, but it’s often overlooked before the transaction. Culture issues rarely derail deals during negotiations but can cause serious friction afterward. For instance, a buyer who values constant innovation might find it difficult to integrate with a company that has a more traditional approach. This disconnect can lead to operational inefficiencies and lower morale, making it harder to achieve the hoped-for synergies of the acquisition.

Cultural assessments are recommended before closing, and buyers should ask questions and pay close attention to identifying shared values to build on.

 

Data Access for Due Diligence

Buyers often express frustration with the difficulty of gathering accurate and comprehensive data in manufacturing M&A transactions. Sellers may be hesitant to share data or only share partial information, which may lead to misunderstandings and misinterpretations.

The best way to prevent misunderstanding is to build a solid data room with well-organized and vetted information. This fosters confidence in the buyer and allows the seller’s team to identify and address potential issues before they become deal-breakers. 

 

Communication Breakdowns

Effective communication between buyers and sellers is crucial for a smooth M&A process, yet it is often where deals encounter obstacles. Emotions run high, and misunderstandings or overreactions to deal terms can lead to a breakdown in negotiations. For example, if a buyer suggests redesigning a product post-acquisition, the seller may interpret this as a critique of their work, potentially derailing the deal.

Having a neutral third party facilitate communication can help keep discussions focused on facts and market realities rather than allowing emotions to disrupt the process. 

 

Pre-Sale Preparation

A common reason for failed M&A transactions is inadequate preparation on the part of the seller before going to market. A thorough pre-sale due diligence review involves collecting data and anticipating and addressing questions and concerns that potential buyers will have. Sellers who skimp on this process will likely face multiple failed attempts before successfully closing a deal.  

These failed attempts not only incur legal and accounting costs but can also distract from the business’s day-to-day operations, potentially lowering its value. Conducting a thorough pre-sale due diligence process can help mitigate these risks and ensure a smoother transaction.

 

Learn more about our sell-side services

 

These challenges underscore the importance of having experienced advisors involved in the M&A process. In the end, manufacturing M&A deals are often a delicate balance between the buyer’s need for stability and growth and the seller’s desire to exit on favorable terms.  

Advisors can help buyers and sellers navigate these complexities, align their expectations, and ensure that the deal structure addresses potential risks. Whether aligning on valuation, addressing operational gaps, or ensuring compliance with environmental regulations, the expertise of seasoned professionals can be the key to a successful transaction.

Contact us to learn more about the services we offer to buyers and sellers.  

Book a meeting with one of our advisors for a confidential discussion about how NuVescor can help you prepare for your M&A transaction. 

Randy Rua

Randy Rua

President

From Hidden Strengths to Market Leaders: A Blueprint for Manufacturers

From Hidden Strengths to Market Leaders: A Blueprint for Manufacturers

From Hidden Strengths to Market Leaders: A Blueprint for Manufacturers

November 15, 2024 | by Seth Getz with insights from Barry LaBov

Differentiation in the manufacturing sector often takes a backseat to the focus on quality and delivery. However, Barry LaBov, founder and president of LaBov Marketing, argues that it’s a game-changer for companies looking to thrive in competitive markets. In a recent conversation with Seth Getz of NuVescor, Barry shared his unique approach to helping manufacturers uncover and leverage their differentiators.

Why Differentiation Matters

Differentiation isn’t always top of mind for manufacturers. Many manufacturers believe their work speaks for itself, assuming that producing a quality product on time is enough. Barry challenges this mindset:

“So many of our manufacturing friends are engineers, and they want things done right. But they often assume people will just understand their brilliance,” Barry explains. “You’ve got to explain it—and celebrate it.”

Differentiation not only helps businesses stand out but also adds tangible value, especially during key transitions like preparing for sale or post-acquisition integration.

 

 

The Five-Step Differentiation Blueprint

Barry shared his proven five-step process, which helps manufacturers identify and amplify their unique strengths.

 

  1. Brand Assessment

The process starts with listening to stakeholders—customers, employees, suppliers, and even former clients. It’s important to ask questions like, ‘What should we never change?’” Barry explains that it’s often those consistent strengths that define a company’s true differentiators.

“We learn what you’re doing well, what needs change, and most importantly, what must never change. Often, those core strengths are your true differentiators.”

 

2. Technical Immersion

The next step involves a deep dive into the company operations, exploring the plant floor to uncover unique processes and technologies. It’s important to talk to engineers and leaders, looking for what makes their work exceptional. Sometimes the engineers don’t even realize their work or skills are unique until an objective 3rd party observes it.

 

3. Recommendations and Jam Sessions

After identifying potential differentiators, next comes the manufacturing company needs to refine and prioritize them. Barry shares, “We have these jam sessions where we say, ‘Here’s what we found—what do you think?’ It’s about collaboration, not dictation.”

 

4. Execution

With clear differentiators in place, companies can craft targeted marketing strategies, from new websites to social media campaigns. Barry notes that execution becomes laser-focused once a company knows exactly what makes them unique.

 

5. Internal Launch and Celebration

The final step is the internal launch and involves engaging and aligning employees around the brand’s unique value. Barry stresses that the team needs to know they’re making a difference. That leadership celebrates their contributions and helps them see the impact of their work.

 

 

 

Differentiation During Key Business Transitions

Seth and Barry discussed two critical moments when differentiation is especially important:

Preparing for Sale: “If you don’t identify your differentiators, you’ll be sold based on financials alone,” Barry warns. “But with clear value drivers, potential buyers will see opportunities for growth, boosting your company’s marketability.”

Post-Acquisition Integration: Barry often works with private equity firms to identify and preserve value-adding features in newly acquired companies. “We guide the new team to engage employees, showing them they’re part of the future. It’s crucial to highlight what must stay the same and where untapped potential lies.”

 

Engaging Employees: The Secret Sauce

Throughout the conversation, Barry emphasized the role of employees in differentiation. He believes their engagement is critical to a company’s success:

“If employees feel their work is insignificant, why should they care about quality or customer service?” Barry asks. “You need to show them their work matters and is valued.”

By celebrating employee contributions, companies can foster a culture of pride and ownership, which, in turn, strengthens the brand.

 

Breaking Free from the “Best Kept Secret” Mentality

Some manufacturers pride themselves on being a “best-kept secret.” Barry sees this as a missed opportunity:

“If you’re still calling yourself a best kept secret after working with us for a year, fire us,” he jokes. “It’s not bragging if it’s the truth. Sharing your unique value helps customers and employees alike.”

 

 

Conclusion

Differentiation is more than a marketing buzzword—it’s a strategic tool that can transform manufacturing businesses. Whether preparing for a sale or navigating a post-acquisition landscape, uncovering and celebrating what makes your company unique can drive growth and success.

To learn more about Barry’s approach and access his free book, visit barrylabov.com. For personalized advice on maximizing your company’s value, connect with NuVescor today.

Seth Getz

Seth Getz

Business Exit Strategist, NuVescor

Barry LaBov

Barry LaBov

President, LaBov & Beyond Marketing Communications; Author of The Power of Differentiation

Why Growing Through M&A is the New Normal in Manufacturing

Why Growing Through M&A is the New Normal in Manufacturing

Why Growing Through M&A is the New Normal in Manufacturing

November 15, 2024 | by Randy Rua

office planning M&A

In the modern manufacturing industry, growth through mergers and acquisitions (M&A) has shifted from a strategic option to a leading pathway for expansion. With the increasing market complexity, labor shortages, and rapid technological advancements, M&A has become essential for companies that want to stay competitive and thrive. For many, it’s a faster, more efficient way to reach their goals compared to the often slower and riskier route of organic growth.

 

The Changing Landscape: More Companies Ready to Sell

One of the largest shifts we’ve seen in manufacturing over the last few years is the sheer number of acquisition-ready businesses now available. Many of today’s manufacturing companies are led by owners from the Baby Boomer generation who are ready to exit but lack successors. This creates a “buyer’s market” in the sector, where manufacturers can strategically acquire companies to enhance capabilities, expand geographically, or secure skilled talent—advantages that were far more challenging to achieve a decade ago.

The limited pool of individual buyers interested in owning and operating manufacturing businesses further increases acquisition opportunities for companies actively seeking growth.

 

The Manufacturing Segments Leading M&A Activity

While M&A activity is rising across the board, certain sectors are leading the charge. Industries like plastic injection molding and metal fabrication are prime targets. These sectors have a high number of small to mid-sized businesses, many of which are family-owned and without a clear succession plan.  For buyers, this presents a unique opportunity to acquire well-run companies with strong foundations.

Automation is another hot area for M&A, but for a different reason. Building automation capabilities from scratch is tough and requires specialized expertise. Instead of trying to recruit and develop that talent internally, companies are finding it easier to acquire automation businesses that are already equipped with skilled teams and technical know-how. This approach isn’t just faster; it’s often more cost-effective, providing instant access to capabilities that would otherwise take years to develop.

 

Why Companies Opt for M&A over Organic Growth

The motivations behind manufacturing M&A vary, but they often come down to three key areas: capacity, geographic reach, and technology. Each of these factors addresses a need that organic growth can’t meet as quickly or efficiently.

For example, a manufacturer looking to serve customers in a new region can benefit from acquiring a local company rather than building a facility from the ground up. Not only does this save on setup time, but it also provides immediate access to the local workforce and customer base. Similarly, companies looking to enhance their technology can bypass the R&D phase by acquiring a business that’s already at the forefront of innovation.

There’s also the challenge of today’s labor market. Skilled labor is in short supply, and even though more people are re-entering the workforce, finding the right talent remains difficult. Acquisitions provide an advantage here, too. When you buy a company, you’re acquiring not just its equipment or customer relationships but also its team—a team that’s already trained, experienced, and ready to contribute.

 

M&A Offers a Faster Path to Scale

One of the main advantages of M&A is speed. Growing your business by 10-20% organically could take years, but with the right acquisition, that same growth can be achieved in a matter of months. For manufacturing companies, where timing and efficiency are essential, this difference is substantial. You’re not just expanding capacity—you’re gaining the ability to hit the ground running with minimal lag.

Of course, doubling the size of your business through acquisition brings its own set of challenges. Large integrations take time, and the process needs to be handled carefully to ensure that the merged entity functions smoothly. But when you’re targeting an acquisition that adds 10-20% in volume, the integration can often be done quickly, providing a significant boost to your top line and capabilities in a short timeframe.

 

Advice for Manufacturing Owners Exploring M&A

As the economy remains stagnant or even declines, the companies that lean into M&A will be the ones that continue to grow and adapt. M&A allows businesses to achieve growth that isn’t feasible through organic means in a low-growth environment. And as the talent pool for traditional business ownership shrinks, it’s becoming even more difficult for owners looking to exit to sell to individual buyers. This dynamic creates more opportunities for strategic acquisitions by companies that are ready to grow.

Whether it’s gaining access to a new market, acquiring technical expertise, or scaling up quickly, M&A offers manufacturers a powerful tool for navigating today’s challenges and positioning for tomorrow’s opportunities. At NuVescor, we’re here to help manufacturers take that next step strategically, with the experience and insight to make it successful.

Avoid These Common Pitfalls When Selling Your Business

Avoid These Common Pitfalls When Selling Your Business

Avoid These Common Pitfalls When Selling Your Business

Insights from Financial Advisor Thomas Braun

October 31, 2024 | by Seth Getz and contributor Thomas Braun

For any business owner, selling a business is one of the most significant transitions they’ll face. This journey is not just about closing a financial chapter; it’s a massive personal and professional shift. Seth Getz from NuVescor and Tom Braun from StreamSong Advisors recently sat down for an eye-opening conversation about the ins and outs of this transition. Their chat was packed with genuine insights, a few laughs, and some real talk on what it takes to make a smooth exit.

Here’s what every business owner should know before selling their “baby.”

Pitfall #1: Underestimating the Emotional Impact

A business is often more than just a source of income for an owner—it’s a part of their identity. This connection can make the process of selling an emotional rollercoaster. As Seth put it, “It’s not just a number thing; it’s an emotional thing for them.” This isn’t surprising, especially considering many business owners have poured years, even decades, into building something from scratch.

Tom shared how he approaches these high-stakes conversations with clients, balancing empathy with clarity: “You can never tell a parent that their baby is ugly; it never works.”

It’s crucial to acknowledge the owner’s deep connection to their business while helping them come to terms with what the market may dictate in terms of value.

 

Pitfall #2: Inflated Expectations on Valuation

One of the most common challenges in the selling process is the valuation. Owners often see their business as worth more than the market does, which can create friction when setting a price. Tom explained, “It’s like the valuation of your home. You think it’s worth a lot more than it is.” For many owners, the valuation feels like a judgment of their success, but it’s really just a number.

To navigate this, Tom emphasizes the importance of building a trusting relationship and being “the voice of reason.”

Setting realistic expectations isn’t about undercutting the owner’s efforts; it’s about giving them the best shot at a successful sale.

 

Pitfall #3: Not Planning Your Stakeholder Communication Strategy

For business owners, one misstep in communicating their intentions can lead to a ripple effect. Sharing news of a sale with the wrong person too early—or without a plan—can lead to unnecessary stress and even lost revenue. “You have competitors that are there, and I call it blood in the water,” Tom warned, explaining that when news of a transition leaks, it can impact valuations and client confidence.

Seth agreed, highlighting the need for strategy and caution: “Working in these things, we have, of course, learned how to be extremely careful about any word getting out because of just how many things can go wrong in that process.”

Their advice is clear: have a concrete communication plan for stakeholders, including employees, family members, and even clients, and be ready to handle reactions strategically.

 

Pitfall #4: Trying to Go It Alone (Instead Build a Strong Advisory Team)

Selling a business is not a one-person job. According to both Seth and Tom, it’s essential to have the right team in place. Tom’s approach focuses on selecting advisors who genuinely understand the journey of a business owner. “You have to trust them, or it doesn’t work,” Seth said, stressing that this trust isn’t just a “nice-to-have”—it’s crucial to a successful exit.

Having the right people on board, from financial advisors to legal experts, allows the owner to focus on maintaining their business performance while the sale progresses. Tom adds, “Sometimes it’s not having the conversations with your management team until you’re ready to have those conversations.”

Bringing on a trusted team and timing communications wisely are two sides of the same coin, ensuring smoother transitions and minimal disruption to business operations.

 

Pitfall #5: Thinking Life Will the Same After the Sale

One of the hardest parts of selling a business, as Tom describes, is preparing for what comes next. For many owners, this sale is a once-in-a-lifetime transition, often as momentous as “getting married or having a kid,” as Seth put it. The business isn’t just an asset; it’s been a lifestyle.“Business owners are used to being able to ‘physically manipulate’ the business,” Tom explains, referring to the level of control owners are accustomed to.

After a sale, the owner’s involvement is no longer hands-on, which can feel both freeing and disorienting. Tom shares a strategy that his team uses to help owners stay grounded post-sale:

“Sometimes we’ll automate the investment so that it kicks off the cash flow back to the business owner so that it feels more like what they’re used to.”

This tactic offers some financial stability and helps former owners ease into their new reality, especially if they’re used to a steady income flow from the business.

 

Pitfall #6: Taking Your Eyes Off the Ball

Once a decision to sell has been made, there’s a tendency for owners to mentally “check out” of the day-to-day. However, both Seth and Tom emphasize the importance of staying fully engaged until the deal is done. “The deals are not done until the money’s in the bank,” Tom advised, underscoring that a sale can fall through at the last minute.

Seth likened it to playing the childhood game of Chutes and Ladders, where even when you’re close to the finish line, a wrong move can set you back. Yes, the finish line is in sight but don’t take your eye off the ball.

Until the ink is dry, owners need to keep their focus on business performance, ensuring they’re still running at full capacity and delivering the value buyers expect.

 

Final Thoughts: A Sale is a New Beginning, Not the End

Selling a business isn’t just about an exit; it’s a transformation. Seth and Tom’s conversation offers invaluable insights for business owners contemplating this move. The process can be emotional, complex, and sometimes daunting, but with the right team, clear expectations, and careful communication, owners can ensure a successful and satisfying transition.

As Tom wisely put it, “The team that you can trust because it becomes bigger than you.” For those considering a sale, his advice resonates deeply: find a team that understands your vision, your journey, and your goals, and lean on them as you prepare to step into a new chapter.

Article Contributors:

Thomas Braun

Thomas Braun

Owner and President at StreamSong Advisors, LLC

Seth Getz

Seth Getz

Business Exit Strategist, NuVescor