MERGERS & ACQUISITIONS
Selling your company could be the biggest financial decision of your life. Don't go at it alone - use an adviser/intermediary to be a neutral party see you through the whole process. We take the emotions out of it and work to get you the best price for your valued business.
Mike Ferguson owned and operated his own Vending & OCS company for 25 years, so he speaks fluent "Vending and Office Coffee Service". It would be a difficult task to attempt to broker your own business to one or more potential buyers – and continue to run your business at the same time. It is a very time consuming task to be your own “go-between” to one or more buyers, answer questions, provide due diligence, reports, tax statements, P & L’s and more – things most buyers will ask for.
By using Mike as an intermediary between you and the potential buyer (s), we will help position you better to negotiate the best deal while you focus on running your business. Going directly to the competition with the idea of selling to them can lead to many problems. See below for more details on things to consider before selling.
This may be your biggest financial decision of your life. We are an industry expert and can help you through this process to get you the top price for your business and manage the process from start till finish.
PLANNING TO SELL?
Reality of selling - As a former owner of a Vending & OCS company , we can share with you what to expect before, during, and after the sale. Selling your business is very emotional. MOST operators feel that their business is worth more than it is. The reality is it's only worth what a buyer will pay in your area. This is what we help you with! We have personal experience – on both sides – as a buyer and a seller. We would love to share in your experience and explain to you what a non-industry business broker will not. We offer intermediary services for the sell side for all vending, office coffee, and micro markets as well as business sale preparation services.
Plan to sell your business yourself? – NOT a good idea! But, we can help you get ready to represent yourself in selling your operation Although not recommended, we can coach you.
After the sale - We offer help with the transition if you are the buyer or seller. This can be help with data transfer, merging a different VMS into your VMS system, routing, combining business’s, consolidation of routes, logistics, and just about anything with buying or selling a business. So even if you do not use us as your adviser, we do offer these services.
THINGS TO CONSIDER BEFORE YOU THINK ABOUT SELLING
What do you expect after the sale? Happiness, guilt, sorrow? Attaining a windfall may make you happy, but it may not make up for what you feel afterwards. Did you make the best decision to sell? Did you get the right price? Is it enough to retire on or do you need to get a job?
Who are the buyers in your area? Should you contact the largest competitor in the area and tell him your price? BAD Idea!
Getting your business ready to sell – things that could add value, or just waste your time and money. Certain buyers are looking for certain things so learn what you should do – and should not do – to prepare your business for sale. If you plan to sell your business, contact Mike first before you invest in the below so we can review your business.
VMS - Do you have all machines on a VMS (Vending Management Software). Using one of the major VMS company’s give you the actual sales, sales taxes, sales prices, POG/Spiral counts, top sellers, routing, cash-less sales, service calls and more. If you don’t use a VMS for all of this, then you don’t really have a way to “prove” sales prices and the above before the buyer makes an offer. Therefore, they tend to go off bank statements and tax returns for proof of sales. Utilizing a VMS also makes it easier to transition to the buyer, especially if they use the same VMS as yours. The implementation process is way much easier if you have all the data to transfer or manually type into the buyers VMS for faster and better accurate data. Without this, they would have to send a physical person to each machine to manually write all this data down by hand to verify all physical assets and POG’s. At least with using a VMS, you are much closer to being accurate than not using a VMS and keeping track on an excel sheet or some other format.
Credit Card/Telemetry units installed – this is an after cost to the buyer if they have to first buy your business, then spend the time and resources to drive around and install credit card readers on all your machines. Then comes with installing credit card readers is upgrading the control boards on older snack machines or having to swap out the entire machines to accommodate a credit card reader, thus buying the account “twice”. Most buyers will fully want to have credit card readers on all machines in order to use their VMS for sales and prekitting, not to mention higher sales when readers are already installed.
Prekitting – Most operators over 2-3 routes should or already are prekitted. If your business is not prekitted, and they must spend the time and resources to convert your routes and customers over to prekitting, then this is a cost that they will have to endure to buy your business and wrap it into their existing business. This process also tends to thin out route drivers who don’t like the new process of prekitting, or have issues to hide such as theft, laziness, and more. If you are already prekitted, then you are a better candidate for the buyer to acquire and can ask for better price.
LightSpeed Automation – LightSpeed Automation specializes in improving operator profitability by focusing on improving efficiency in the warehouse. Both their pick to lights system and mobile iPad picking solutions will increase the number of units picked during the prekitting process, reduce employee mistakes and allow operators to reduce labor cost in the warehouse. If they are going to use your facility to run the acquired business, this will add value. It also makes it easier to export your Lightspeed products and match it to their products for POG’s and inventory levels. It also allows the warehouse staff and drivers to already be using the system at the transition period.
Pricing – Are the sellers’ prices at industry and area average? Or will they have to buy your business then turn around and raise prices to fit their business model. This leads to upset customers and lost accounts. You should, one, keep up with industry pricing and your margins up, and two, if you know you want to sell your business ahead of time, plan now to get price increases before the sell for a better selling price.
Micro Markets – does your business have Micro Markets? Do you use the same kiosks as the buyer uses? Or will they have to buy your business, then spend money on swapping out the kiosks to fit their VMS or business model on kiosks. Kiosks are expensive so to buy your business then they must turn right back around and replace all the kiosks will affect the sales price, depending on who you sell your business to. Markets generally have a higher profit margin than traditional vending, so the value is generally higher. You should know and be watching your shrinkage at your accounts. If you do not know your shrinkage factor, then you could be losing money in your markets. If you have too much shrinkage at the markets, then that leaves the buyer to deal with the shrinkage factor and possibly have to pull the market.
Trucks – Are the route and service teams’ trucks in good shape, or high mileage? If they are high mileage, that means the buyer will have to replace these trucks costing them more money after buying your business. Keep up your fleet and replace as necessary. Running a truck 3-400000 miles will result in the buyer having to replace the trucks after they purchase your business, thus affect the sell price.
OCS – Office Coffee Service. Generally, OCS is worth more money than vending sales, dollar for dollar. OCS is way less asset heavy and way less labor intensive. If your margins are 50% and up, you are in good shape. If your business does not offer OCS, then it will be valued on vending alone. It is much easier to go after your existing business and gain the OCS business and have both services under your company while also adding value.
Customer contracts – Are the customers under a contract? If not, this leaves the accounts to be more vulnerable to getting taken away by competitors. A “handshake” doesn’t do the new buyer any good.
Commissions – What is the percentage of accounts that you pay commissions too? If the commissions are not backed up to a legitimate VMS, then this could pose a problem for the buyer when they pay commissions; they could be higher or lower based on VMS sales. Without a VMS, operators may “factor” (not pay the agreed upon % commissions amount) commissions but typically a buyer will not factor commissions after they buy your business. This has led to several lawsuits once the buyer finds out that you have been factoring the commissions paid to the customer and now the account is in jeopardy. It could cost them more to keep the business than that what was sold to them in the first place. If you quote a customer a commission rate, then quote it at a percentage that you can live with and make a healthy profit. There are ways around having to lie to a customer in order to compete with a competitor who is known for factoring, to get the account.
Should you contact a business broker to sell your business? If you use a firm like ours, we have both bought and sold several Convenient Services businesses so we can negotiate the best deal for you. Going straight to the buyer poses so many potential problems. They are going to beat you up on price and most likely, and make you upset. By using an intermediary, we keep the emotions out of the deals that you will not be able to dealing directly with the buyer. Business brokers tend to pay for themselves through the negotiations by getting a better and fair deal for your business. Most business brokers have no heart in your business; we do because we have been in your shoes before. If you change your mind, we also offer to help your business survive and thrive – not just sell it and forget it like the others do.
What do you do after the sale? Take a job with the buyer? Start another business? Do you have enough to retire on?Depending on how long you have owned and run your own business, it will always be emotional and hard to take a “job” after the sale of your business. You may go from making all the decisions to taking orders from your new employer. Let us help you know what that feels like before you live it.
If you go about selling it on your own, how do you keep the competition from spreading the word that will get to your employees and customers before you are ready? Should you contact several competitors and go to the largest bidder who pays the most? You don't want your customers to know that you are considering a sale. Most employees who know their job could be in jeopardy could jump ship leaving you stranded. These are things to consider when selling on your own.
What all should you include in on the sale? Do you make it “all or nothing”? Do you sell assets and parts separately?
Should you sell the corporation or just an asset sale? Understand the ramifications of both ways of selling your business.
Should you keep part of the business and sell the rest? Think outside the box, or should we say think outside the vending machine?
THINGS TO CONSIDER BEFORE YOU THINK ABOUT BUYING
Buying a competitor or business - Are you thinking about buying out a competitor? Understand what that will do to your business and finances. How would you negotiate with your competition who you have taken accounts from and vice versa? Let our experience work on the details for you and make you a better deal. We can take emotions out of it; you can’t – so sometimes this leads to even worse problems.
Are you thinking about getting into this business for the first time? Know what you need to know before you jump into this industry. We can offer deep counseling on what to expect in this business.
Avoid the Craig’s List “get rich on vending and work part time” scams. They are all over the internet – don’t believe what you read – let us help you with due diligence. We see so many people buy into these scams and people selling their “vending routes” on Craig’s list, only to find out they are loser accounts, old equipment, and what it will take to make it profitable. We can offer to be the middle man and save you pain staking mistakes.
If you are thinking about merging with a competitor, use us as an intermediary to keep things fair between you and the other company. What benefits do you get from giving up your 100% ownership to become partners? What are the side effects? Having partners creates a whole new issue after being a sole owner. Let us council both sides and help you make the decisions. Maybe it’s a good thing, maybe it’s a bad thing – let us help you decide.