Heating Oil/HVAC Company Sold
NEW BEDFORD, MA – Coastal Business Brokers is pleased to announce the successful sale of Brodeur & Sons, Inc. located at 525 Church Street in New Bedford, MA.
The business was acquired by SouthCoast Biofuels on May 27,2020. The sale price was undisclosed.
Brodeur & Sons, Inc. proudly served residential and commercial delivery of oil, gas, electric, and HVAC Services for over 90 years.
The sale included the company’s vehicles, equipment, experienced staff, inventory, trade name and customer list.
The Buyer, SouthCoast Biofuels is a division of Cape Cod Biofuels which focuses on recycling cooking oil and converting it into biodiesel to be used in residential homes and commercial fleets. Cape Cod Biofuels is the only ASTM – certified producer in Massachusetts meaning their biofuel has passed all government fuel standards.
The company plans to leverage its existing infrastructure to bring biofuels to the Greater New Bedford area while continuing Brodeur & Sons legacy for years to come.
The Seller was represented by Justin Grolley, CBI, MBA, CMEA, of Coastal Business Brokers.
The Nery Corporation Presents 2020 Intermediary of the Year Award
Foregoing our usual Holiday Luncheon this year, we gathered in a “socially distanced environment” to celebrate our successes in 2020.
Justin Grolley, MBA, CBI, CMEA was awarded The Intermediary of The Year Award for the Coastal M and A division. Justin completed several intricate transitions this year including a high-volume Logistics/Transportation Company to a New England industry acquirer.
In presenting the award, Kevin A. Nery, President, acknowledged the significant amount of teamwork necessary to achieve each successful transaction made within the company. He stated, “ Justin has had a successful year despite the obvious challenges we have all faced. He, along with our professional supporting team were able to assist our clients to exit their companies and provide a seamless transition for new ownership.”
In addition to his success with Coastal M and A, Justin also earned his Certified Machinery and Equipment Appraisers (CMEA) certification in 2020 which has allowed him to expand his knowledge and services to the industry.
Justin is a graduate of Bryant University in Smithfield, Rhode Island, where he also earned his Master of Business Administration, MBA, degree. He is a member of the New England Business Brokers Association (NEBBA), Business Brokers Alliance of New England (BBANE), the International Business Brokers Association (IBBA), the NEBB Institute and on the Board of Directors for South Coast Business Alliance (SCBA).
Justin may be reached at 508-990-9800 or j.grolley@nerycorp.com.
Metro Lobster & Seafood Sold!
NEW BEDFORD, MA – Coastal M and A is pleased to announce the September 3, 2020 Sale of Metro Lobster and Seafood, Inc.
Located in Warwick, RI for over 15 years, Owners Russell DePetrillo and Maria Della Grotta built this company from the ground up to become one of the largest seafood wholesalers/retailers in Rhode Island.
The real estate which was also owned by the Sellers was included in the transaction. The sale price was undisclosed.
The Buyer was Provisions Group Inc. owned by Christopher M. Trosin, an experienced seafood industry operator.
M & C Cafe Sold
NEW BEDFORD, MA – Coastal Business Brokers is pleased to announce the successful sale of M & C Café restaurant and real estate located at 428-438 Belleville Avenue and 0 Coffin Avenue, New Bedford, MA.
The business and real estate were acquired by Nuno Chitas, on January 27, 2020. The sale price was undisclosed.
M & C Restaurant was a favorite spot for many locals to get some of the best carne de espeto on the South Coast since 1967. M & C’s was known for its Portuguese/American cuisine, affordable prices, generous portions and friendly service.
The new owner will operate as Nuno’s Restaurant & Lounge. Nuno Chitas successfully operated Portas De Cidade in Westport MA for many years until he sold the restaurant in 2017. He will be featuring authentic Portuguese cuisine at his new location.
The Seller was represented by Kevin A. Nery, CBB, CBI, M&AMI, President, of Coastal Business Brokers, and Lori A. Nery, CBR, LMS, GRI, Broker and Vice-President of Coastal Commercial Real Estate.
Coastal Business Brokers Named to DealStats Hall of Fame
NEW BEDFORD, MA – We are proud to announce that Coastal Business Brokers (New Bedford, MA) has been selected for the DealStats Hall of Fame for the 2nd quarter of 2019.
DealStats (formerly Pratt’s Stats), published by Business Valuation Resources (BVR), tracks private-company business sales and merger and acquisition (M&A) transactions nationally. Every quarter they recognize the top three intermediary companies that post the most business sales transactions by naming them to the DealStats Hall of Fame.
Congratulations to Kevin Nery, Adam Bradshaw, Justin Grolley, Neil Corkum, and everyone at Coastal Business Brokers on this achievement.
Corporate Cleaning Business Sold
NEW BEDFORD, MA – Coastal Business Brokers is pleased to announce the successful sale of B.P.’s Corporate Cleaning Company business and real estate located in Woonsocket, RI.
The business and real estate were acquired by Dynamic Janitorial Cleaning, Inc. of Milford, MA, on July 1, 2019. The sale price was undisclosed.
B.P.’s Corporate Cleaning Company specializes in cleaning offices, medical facilities, manufacturing facilities, condominium buildings, schools, and more with a high standard of care. They emphasize performance and customer satisfaction and assign specific employees to each facility.
The sale included the company’s 5,700 SF facility located at 144 Mason Street in Woonsocket, RI.
The Seller was represented by Justin Grolley, CBI, MBA, of Coastal Business Brokers and Lori A. Nery, CBR, LMS, GRI, Broker and Vice-President of Coastal Commercial Real Estate.
Boston Moving and Storage Business Sold
NEW BEDFORD, MA – Coastal Business Brokers is pleased to announce the successful sale of Roadrunner Moving & Storage, Inc., located at 100 Terminal Street in Charlestown, MA.
The business was acquired by Piece By Piece Movers, LLC, of Newton, MA, on June 5, 2019. The sale price was undisclosed.
Roadrunner Moving & Storage, Inc., has never been a typical moving company. Created to mitigate the common pain points in the moving process, this company has provided unparalleled and reliable services to clients for over 20 years. They provide an array of moving and storage services, including local/national moving, international moving, commercial relocation, specialty moves, and storage services.
The Seller was represented by Justin Grolley, CBI, MBA, of Coastal Business Brokers.
Upscale Portable Restroom Facilities Business Sold
NEW BEDFORD, MA – Coastal Business Brokers is pleased to announce the successful sale of Luxury Loo, LLC, currently located in Mattapoisett, MA.
The business was acquired by Luxury Loo Acq, LLC, a Division of Sperry Tents, of Marion, MA, on April 19, 2019. The sale price was undisclosed.
Used primarily for weddings and corporate events, Luxury Loo’s portable restrooms are comparable in comfort and appearance to lavatories found in lavish hotels. The interiors of the company’s Cape Cod-style units feature the finest of today’s design elements and ensure the lavatories are on par with the elegance of the client’s event. The company serves wedding, special occasion/event, and corporate clients throughout New England, including Nantucket and Martha’s Vineyard, New York, New Jersey, and the Mid-Atlantic states.
The Seller was represented by Justin Grolley, CBI, MBA, of Coastal Business Brokers.
Fitness and Training Center Sold
NEW BEDFORD, MA – Coastal Business Brokers is pleased to announce the successful sale of Hometown Athletic Club located at 191 Brockton Avenue in Abington, MA.
The business and the equipment were acquired by Daitek Corporation on April 19, 2019. The sale price was undisclosed.
This 15,000 SF facility is a fully equipped fitness and training center. Programs include Weightlifting, Cardio and Strength Training, Yoga, Barre, Zumba, Cize, Body Sculpting, Cardio Step, Spinning, Kick Boxing, Boxing Circuits, and more.
The Sellers were represented by Neil Corkum, MBA, CRPC, of Coastal Business Brokers.
Justin Grolley, CBI, Named Coastal Business Brokers 2017 Broker of Year
Congratulations to Justin Grolley for winning Coastal Business Brokers’ 2017 Broker of the Year award!
Despite a heavy workload with many deals in process, Justin Grolley also completed a sizable transaction of a $3.7M sale of a company in the greater New Bedford area, which helped earn him the Coastal Business Brokers Broker of the Year award.
2017 was a great year on many fronts for Justin. He both completed his classwork for the Certified Business Intermediary (CBI) designation and passed the comprehensive exam to earn the designation, distinguishing him amongst the top business brokers in the country.
In presenting the award, Kevin A. Nery, President, stated, “Justin has achieved remarkable results this year. Clearly, he thrives on helping business owners plan an exit strategy or the sale of their company. It has been a lot of fun to watch him dig into this business and make things happen.”
Justin is a graduate of Bryant University in Smithfield, Rhode Island, where he earned a Bachelor’s of Science degree in Business Administration and a Master of Business Administration, MBA, degree. Justin may be reached at 508-971-7383 or j.grolley@nerycorp.com.
Adam Bradshaw & Justin Grolley Earn Certified Business Intermediary Designation from the IBBA
NEW BEDFORD, MA – The Nery Corporation is very pleased to announce that both Adam Bradshaw and Justin Grolley successfully passed the comprehensive Certified Business Intermediary (CBI) exam, taken in Dallas, Texas, in May and earned the esteemed CBI designation. According to the accrediting organization, the International Business Brokers Association (IBBA), “The Certified Business Intermediary (CBI) is a prestigious designation exclusive to the IBBA that identifies an experienced and dedicated business broker. It is awarded to intermediaries who have proven professional excellence through verified education as well as exemplary commitment to our industry.”
By earning the CBI credential, Bradshaw and Grolley demonstrate that they are knowledgeable, invested, and dedicated brokerage professionals. The Nery Corporation congratulates them on this accomplishment. Kevin Nery, President of The Nery Corporation, said, “I am proud of both Adam and Justin as there are only about 400 CBIs internationally. They worked tirelessly on all their IBBA University courses and exams and put in the effort to study and successfully pass the final exam, thus earning the CBI designation. Clients will be represented in Massachusetts and Rhode Island by two experienced professionals.”
Adam J. Bradshaw, CBI, has over 17 years of experience in sales, marketing, manufacturing and information technology. Mr. Bradshaw is a graduate of the Wharton School of Business at the University of Pennsylvania in Philadelphia. He earned a Bachelor of Science in Economics with a concentration in Marketing and Entrepreneurial Management. Previously Mr. Bradshaw worked in the golf industry with international manufacturers and distribution companies responsible for corporate management, sales, and marketing. He is a member of the New England Business Brokers Association (NEBBA), Business Brokers Affiliates of New England (BBANE), and the International Business Brokers Association (IBBA). He can be reached at 508-990-9800 or a.bradshaw@nerycorp.com.
Justin Grolley, CBI, MBA, is experienced in sales, marketing, information technology, and finance. He is a graduate of Bryant University in Smithfield, Rhode Island, where he earned both a Bachelor’s of Science degree in Business Administration and a Master of Business Administration, MBA, degree. Mr. Grolley has a broad business background working as a product marketing specialist, in client services, as a product manager, and as an account manager throughout his award-winning career. Mr. Grolley is a member of New England Business Brokers Association (NEBBA), Business Broker Affiliates of New England (BBANE) and the International Business Brokers Association (IBBA). He can be reached at 508-990-9800 or j.grolley@nerycorp.com.
Adam Bradshaw Recognized with Prestigious Outstanding Producer Award from the IBBA
NEW BEDFORD, MA – Adam Bradshaw of The Nery Corporation is the recipient of the Outstanding Producer Award given out by the International Business Brokers Association (IBBA) during its annual conference on May 6, 2017, in Dallas, Texas. The Outstanding Producer Award is awarded to applicants who closed one or more business deals amounting to at least $1 million in total purchase price during the 2016 calendar year.
“Adam has established himself as an experienced, knowledgeable professional in a complex business arena,” said Lou Vescio, IBBA Board Chair. “As the only international association for business brokers, it’s important for the IBBA to recognize individuals like Adam who are worldwide leaders in this industry and who display the high standards of skill and excellence that the IBBA promotes.”
The IBBA is the world’s premier organization operating exclusively for professionals and firms engaged in business brokerage. The Member Excellence Awards Gala, put on by the IBBA during their annual conference, gives winners the recognition they deserve for their achievements, while also giving their IBBA colleagues the opportunity to engage with them and learn from their experience.
Adam J. Bradshaw (A.Bradshaw@nerycorp.com) has over 17 years of experience in Sales, Marketing, Manufacturing and Information Technology. Mr. Bradshaw is a Graduate of the Wharton School of Business at the University of Pennsylvania in Philadelphia, PA. He earned a Bachelor of Science in Economics with a concentration in Marketing and Entrepreneurial Management. Previously Mr. Bradshaw worked in the golf industry with international manufacturers and distribution companies responsible for corporate management, sales, and marketing. He is a member of the New England Business Brokers Association (NEBBA), Business Brokers Affiliates of New England (BBANE), and the International Business Brokers Association (IBBA).
The Nery Corporation is a business advisory firm specializing in helping New England based business owners and companies buy, sell, and value their companies with transactional values of $1M to $20M. Located in New Bedford, Massachusetts, our New England location allows us to serve the business brokerage and M&A advisory needs of clients across Massachusetts, Rhode Island, Connecticut, and New Hampshire.
About the International Business Brokers Association
The IBBA provides business brokers with education, conferences, professional designations and networking opportunities. As an exclusive education opportunity, it offers coursework and seminars required to obtain its prestigious Certified Business Intermediary (CBI) certification.
The IBBA also strives to create professional relationships with successful business transaction advisors to increase the value of the IBBA to its members and to be a leader in the exchange of business referrals. Membership in the IBBA includes these excellent networking opportunities, as well as a complete package of other benefits and services. Formed in 1983, the IBBA has members around the world. For more information about the IBBA, visit the website at www.ibba.org
Coastal Business Brokers Represents Refrigerated Structure of New England, Inc. in Sale
NEW BEDFORD, MA – The Nery Corporation is pleased to announce that Coastal Business Brokers/Kevin A. Nery, CBB, CBI, M&AMI, President has brokered the sale of Refrigerated Structures of New England, Inc. to The Watka Corporation on June 30, 2016. The sale price was undisclosed.
Refrigerated Structures of New England, Inc., established in 1990, is a successful manufacturer and installer of refrigerated walk-in coolers, freezers and insulated doors. They also provide repair and refrigeration services.
They have served the supermarket and liquor store industries along with restaurants, bakeries, cafeterias, hotels, resorts, cold storage facilities and food and produce wholesalers throughout New England and beyond.
Business Broker Justin Grolley Attends Spring 2017 IBBA Educational Summit
NEW BEDFORD, MA – The Nery Corporation is pleased to announce that Justin Grolley, MBA, Broker, recently attended the International Business Brokers Association (IBBA) Spring Educational Summit held at Indiana Wesleyan University. Grolley is working toward his Certified Business Intermediary (CBI) professional designation.Grolley successfully completed and passed the exams for “Analyzing & Recasting Financial Statements” and “Pricing Small Businesses, Levels 1 & 2” earning 32 credit hours.
In May, Grolley will sit for the comprehensive CBI exam in Dallas, Texas.
According to the IBBA, “A Certified Business Intermediary (CBI) is an experienced business broker who is committed to the highest level of professional development the industry has to offer and has ethical values aligned with the IBBA standards of professionalism. A CBI has the ability to objectively guide clients through the intricacies of the entire marketing and negotiation process of a business sale, resulting in successful transactions and satisfied clients.”
Justin Grolley may be reached at 508-990-9800 or j.grolley@nerycorp.com.
Business Broker Attends 2016 IBBA Educational Summit in Las Vegas, Nevada
NEW BEDFORD, MA – The Nery Corporation is pleased to announce that Adam J. Bradshaw, Broker attended the International Business Brokers Association, IBBA 2016 Spring Education Summit held March 6-9, 2016 at the Palace Station Hotel & Casino in Las Vegas, Nevada.
Adam took the two-day course, ‘Analyzing and Recasting Financial Statements’ along with the ‘Pricing Small Business 1 and 2’ courses.
Upon completion of each course, Adam passed the exams covering the subject matter and received a total of 32 credit hours.
Adam is pursing the Certified Business Intermediary, CBI professional designation from IBBA.
The IBBA promotes members professional development and interests to maximize public awareness of the Business Brokerage profession.
Adam Bradshaw, Broker may be reached at 508-990-9800 or a.bradshaw@nerycorp.com.
SOLD: Normandie Kennels, LLC, Assonet, MA
NEW BEDFORD, MA – The Nery Corporation d/b/a Coastal Business Brokers announces the Sale of the dog kennel and grooming business known as Normandie Kennels, LLC and the Real Estate located at 58 N. Main Street, Assonet, MA.
The business and real estate were acquired by Pet Perfection of Massachusetts, LLC on December 28, 2015.
Since 1997 Normandie Kennels has serviced the Southcoast area residential customers for their pet boarding and grooming needs.
The Seller’s were represented by Adam J. Bradshaw of Coastal Business Brokers.
The total sales price was undisclosed.
SOLD: All Security Co., Inc., New Bedford, MA
NEW BEDFORD, MA – The Nery Corporation announces the sale of the Security Services company All Security Co., Inc. and the Real Estate located at 771 Kempton Street, New Bedford, Massachusetts.
The Company and Real Estate was acquired by All Security Holding Co., Inc. on November 30, 2015. The acquirers also own Reliance Security, LLC, a Rhode Island company Since 1997 All Security Co., Inc. has serviced Southcoast area residential and commercial customers with their security alarms, monitoring, and locksmith needs.
The Sellers were represented by Adam J. Bradshaw and Kevin A. Nery, CBB, CBI, M&AMI of The Nery Corporation.
The sale price was undisclosed.
New Bedford, MA Business Executive, Kevin A. Nery, Attends International Mergers and Acquisitions Conference for Professional Development
ALBUQUERQUE, NM – Kevin A. Nery, CBB, CBI, M&AMI, President of The Nery Corporation in New Bedford, Massachusetts attended the 46th Annual M&A Source International Conference for Professional Development on November 9-12, 2015, at the Hyatt Regency in Albuquerque, New Mexico..
The International Business Brokers Association, (IBBA) and the M&A Source are the largest international organizations consisting of Professional Business Brokers, Business Intermediaries, and Merger and Acquisitions Advisors with our 1,000 members worldwide.
Kevin A. Nery holds professional Designations of CBI – Certified Business Intermediary and M&AMI – Merger and Acquisitions Master Intermediary. He is one of only two M&AMI’s in the States of Massachusetts and Rhode Island.
Mr. Nery attended workshops and classes covering the latest educational, marketing, research, and financing information. Mr. Nery completed recertification requirements for both CBI and M&AMI designations.
Kevin also attended the middle market expo, meeting with Private Equity Groups (PEGs) and Investment Groups specializing in the lower to middle market acquisition arena.
Please contact us for a confidential, complimentary consultation to further explore how The Nery Corporation will work together with you to successfully achieve your goals.
SOLD: BTU Control, Inc., Edgartown, MA
NEW BEDFORD, MA – The Nery Corporation announces the sale of the HVAC company BTU Control, Inc, and the Real Estate located at 18 Mettels Way, Edgartown, Martha’s Vineyard, Massachusetts.
The Company and Real Estate was acquired by Neal Amodio/CM, LLC.
Since 1995 BTU Control, Inc. has serviced the Martha’s Vineyard Island residential and commercial customers with their heating, ventilation and air conditioning sales, installations, repairs and service needs.
The Sellers were represented by Kevin A. Nery, CBB, CBI, M&AMI of The Nery Corporation.
The sale price was undisclosed.
New Bedford, MA Business Executive, Kevin A. Nery Attends International Conference for Professional Development
AUSTIN, TX – Kevin A. Nery, CBB, CBI, M&AMI, President of The Nery Corporation in New Bedford, Massachusetts attended the IBBA/M&A Source International Conference for Professional Development on November 17-22, 2014 at the Hyatt Regency Hotel & Conference Center in Austin, TX.
The International Business Brokers Association, (IBBA) and the M&A Source are the largest international organizations consisting of Professional Business Brokers, Business Intermediaries and Merger and Acquisitions Advisors with our 1,000 members worldwide.
Kevin A. Nery holds professional Designations of CBB – Certified Business Brokers, CBI – Certified Business Intermediary and M&AMI – Merger and Acquisitions Master Intermediary.
Mr. Nery attended workshops and classes covering the latest educational, marketing, research, and financing information. Mr. Nery completed certification requirements for both CBI and M&AMI designations. Kevin also attended the middle market expo, meeting with Private Equity Groups (PEGs) specializing in the lower to middle market arena.
The IBBA keynote speaker was C.E. “Tee” Rowe of America’s SBDC, representing over 1,000 Small Business Development Centers in the USA. Mr. Rowe has worked extensively with legislation for small businesses in Washington government.
SOLD: Harris Tool & Machinery Company, Inc. East Greenwich, Rhode Island
The Nery Corporation d/b/a/ Coastal Business Brokers announces the sale of the specialty manufacturing company, Harris Tool & Machinery Company, Inc. located at 1001 Main Street in East Greenwich, Rhode Island 02818.
The Company was acquired by Agar Machining Welding, Inc. of Pawtucket, Rhode Island.
Since 1947, Harris Tool & Machinery has produced shafts, base plates, housings, tool parts, heat treated parts and many different components needed for manufacturing equipment.
The Sale Price was undisclosed.
The Sellers were represented by Rob Stephens of Coastal Business Brokers.
Step by step guide to buying a business
If you are considering buying a business, it is helpful to know the various steps in the business transaction process. Below is a brief summary of the steps involved.
1. Preparation: Be prepared to demonstrate that you are a serious buyer to sellers, business brokers/intermediaries, legal and financial professionals, etc. Make sure your financial resources match up with the target business opportunity. Typically you will need 20-25 percent cash down payment, access to working capital, and a good credit rating to enable yourself to qualify for acquisition financing from a lender.
2. Finding A Business: When looking for a business to purchase, it is helpful to be clear about your reasons for wanting to buy a business. You will want to evaluate potential opportunities based on how well they meet your financial needs and how well they match up with your reasons for wanting to buy. Also be flexible in your search because historical statistics reveal that Buyers actually purchase a different type of business from what they originally sought in 7 of 10 transactions or 70 percent of the time.
3. Preliminary Review and Getting All Your Questions Answered: Once you find a business you are interested in make sure the business broker/intermediary or the seller answers all your questions to your satisfaction. Review all information carefully. Buying a business is serious business. There are financial risks involved so do not take any short cuts. Consult appropriate professionals throughout the process.
4. The Offer: Once you get your questions answered and have a meeting or site visit, the next step is for you to prepare an Offer to Purchase based on the price and terms you feel are appropriate. Make sure your offer is based on sound financial and valuation. The Offer is then presented to the seller who can approve it, reject it, or counter it with another offer. You have the decision of accepting the counter proposal from the seller or rejecting it and going on to consider other opportunities.
5. Due Diligence: Once the offer price and terms are agreed upon, your next step will be due diligence. This important step is solely the buyer’s responsibility. Due Diligence encompasses not only the financial records and systems, but also additional areas such as legal, management, operations, production, fixed assets, etc. You may choose to bring in professional advisors or do it on your own.
6. Closing: The legal closing documents will be prepared and the purchase of the business can be successfully closed. As new owner you should embrace your decision and begin your journey towards personal and financial success.
Defining A Business Asset Sale
What is an Asset Sale?
When selling or buying a business/company, the transaction may have many elements. One basic element is whether the transaction will be structured as an Asset Sale or an Entity Sale. The trick here is that one deal structure typically benefits one party and not the other. To accommodate both parties sometimes a hybrid version of both deal structures are utilized. Today I will focus on the Asset Sale.
An Asset Sale allows the seller to sell his tangible and intangible assets to a buyer directly. In an Asset Sale, the seller retains ownership of the company’s shares of stock (for corporations) and only the identified assets in the Asset Purchase Agreement are sold and transferred to the buyer. The buyer creates a new entity or uses an existing entity for the transaction.
In a traditional Asset Sale the buyer receives inventory, furniture, fixtures, equipment, vehicles, machinery, tools etc., trade and domain names, telephone and fax numbers, e-mail addresses, websites, assignable leases, goodwill and all intangible assets. The seller retains all funds in their cash accounts, accounts receivable, prepaid expenses, deposits, and other current assets. The seller will also be responsible for the payoff of all liabilities, accounts payable, payroll taxes due, and all other debt. The seller will receive the purchase price proceeds plus or minus the net effect of the assets or liabilities retained as above.
When comparing the effects of an Asset Sale versus the Entity Sale, a buyer will generally prefer the Asset Sale for several reasons. The buyer will be able to clearly identify the assets and liabilities (if any) they will receive. A buyer may also benefit from a write up of the basis of assets to the fair market value paid for them. This results in increased tax depreciation write offs leading to lower taxable income and lower taxes for the buyer in the future.
Sellers usually prefer an Entity Sale for several reasons. First, they are generally completely free from all future business/company obligations. The buyer purchases stock and all assets, liabilities, etc. of the predecessor company. Secondly, the seller may be able to pay lower taxes via capital gain rates. The seller, if a C Corporation may face double taxation, at the corporate and personal level with an Asset Sale.
Deal structures and taxation are key components of any business sale. This is the time when experienced business transaction professionals will assist you. As we all know, “it’s not how much you get, but how much you keep!”
Next Month: Defining a Business Entity Sale.
Now we will discuss the Entity Sale and for simplicity I will focus on companies with a corporation structure and the sale of stock. On the surface a stock sale is a relatively simple transaction with a Buyer purchasing the stock certificates of the Seller for an agreed upon purchase price.
Deal structures, taxation, organizational integration, legal areas are all key components of a business sale transaction. Sellers will generally prefer a stock purchase because it allows them to completely step away from the business. By all practical matters the Buyer in effect steps into the role of the Seller and the operation of the business continues in an uninterrupted manner. Unless specifically agreed to, the Seller has no continuing interest or obligation with respect to the assets, liabilities or operations of the company.
When an acquirer purchases the stock of a corporation, the company in its’ entirety is transferred. In a negotiated purchase price all the balance sheet items – assets, liabilities, and stockholders’ equity transfer at book value to the purchaser. When a C Corporation is sold in a stock sale the proceeds transfer directly to the individual selling the stock and results in taxation at the lower capital gain level for the individual. This is important, because as we discussed last month an Asset Sale could result in double taxation for the corporation and seller.
The Buyer usually prefers an asset purchase as they will be able to clearly identify which assets and liabilities will be assumed. The “fear of the unknown” for liabilities along with the ability to buy assets at fair market values and depreciate accordingly for future tax savings usually favors the asset sale for the Buyer. A similar step up basis for assets may be available for a stock sale.
Often times there are unique transactional reasons supporting a stock sale such as if the selling company has non-assignable contracts, a large fleet of vehicles to be transferred, licenses and permits which are non-transferrable, etc.
As you can see the decision on whether to structure a transaction as a Stock Purchase or an Asset Purchase involves many factors which can impact the Seller and Buyer differently. Once again this is a time to employee experienced professionals for sound advice which will lead to a successful transaction for both parties.
Murray touts SBA loans, job creation to state’s business brokers
The recent New England Business Brokers Association’s annual meeting, held in Worcester on Feb. 1, featured Massachusetts Lieutenant Governor Timothy P. Murray as speaker. At the meeting, which brought together business brokers, intermediaries, attorneys, accountants, and lenders in Murray’s home town, the lieutenant governor focused on the current administration’s support of the business community and economic development in the state.
Murray began his discussion with a familiar topic for the audience, Small Business Administration guaranteed loans and the Patriot Express Loan Program for Veterans which helps small business owners. The Lieutenant Governor stated that Massachusetts was the “best state in the country” for programs for veterans and their families. The emphasis was on the Patrick Administration’s efforts to support veterans when they return home from active duty.
The lieutenant governor focused on manufacturing next, noting that from 2006, our state went from 47th to fifth in job creation in the United States and is now the sixth largest manufacturing employer in the country. Murray pointed to the recapitalization of the MA Growth Capital Corporation as the impetus to assist manufacturers, biotech and others to obtain financing to continue to grow their business in the future, an example of government partnering with the private sector.
When asked how his administration is helping small business, Murray cited six areas of achievement for the state:
1. Healthcare — Through cost containment and other initiatives the 2006 Health Care Reform act now insures 96 percent of all Massachusetts residents and is stabilizing health insurance costs for employers. He stated that “ending the fee for service model and focusing on wellness really works.”
2. Massachusetts Unemployment Insurance — The rate “freeze” for employers has helped small business owners control expenses.
3. Regional Development Focus — Murray pointed to the $50 million Urban Development Project in Worcester to remove the downtown mall and replace it with the construction of office, residential and retail buildings. He stated that the governor has been focused on regional projects to stimulate economic growth throughout the state.
4. Education — Murray stated that the areas of highest unemployment usually equate to the lowest education level attainment, so the focus has been to bring all state universities, colleges and community colleges closer together, eliminating costs and making education affordable.
5. Transportation — The Southeastern Massachusetts and Southcoast areas were used as examples of vastly under-utilized regions for transportation. Additional connector rail service west and south of Boston will benefit regional economic growth and ultimately help small business and those regions to attain growth in jobs.
6. Casino — Murray stated that “casinos are not the panacea to solve all problems.” The state currently has approximately a dozen entities bidding for the three casino locations. The state currently “loses millions of dollars a year to Rhode Island and Connecticut,” he said, noting that the casino will spur temporary construction jobs and also permanent jobs.
The Lieutenant Governor finished the evening’s discussion highlighting the state’s many strengths. He pointed to the Port of New Bedford as the number one fishing port in the United States, and touted Boston as number one and Worcester number three as the fastest growing major metropolitan areas in the U.S. Boston, Springfield and Worcester also claimed spots in the Brooking Institute’s top 20 economic recovery areas in the country.
“Small business drives the economy” in Massachusetts, Murray said.
Business Buying Basics!
If you are considering buying a business, it is helpful to know the various steps in the business transaction process. Below you will find just a brief summary of the steps involved.
1. Preparation – Be prepared to demonstrate that you are a serious buyer to sellers, business brokers/intermediaries, legal and financial professionals, etc. Make sure your financial resources match up with the target business opportunity. Typically you will need 20-25% cash down payment, access to working capital, and a good credit rating to enable yourself to qualify for acquisition financing from a lender.
2. Finding A Business – When looking for a business to purchase, it is helpful to be clear about your reasons for wanting to buy a business. You will want to evaluate potential opportunities based on how well they meet your financial needs and how well they match up with your reasons for wanting to buy. Also be flexible in your search because historical statistics reveal that Buyers actually purchase a different type of business from what they originally sought in 7 of 10 transactions or 70% of the time.
3. Preliminary Review and Getting All Your Questions Answered – Once you find a business you are interested in make sure the business broker/intermediary or the seller answers all your questions to your satisfaction. Review all information carefully. Buying a business is serious business. There are financial risks involved so do not take any short cuts. Consult appropriate professionals throughout the process.
4. The Offer – Once you get preliminary questions answered, the next step is for you to prepare an Offer to Purchase based on the price and terms you feel are appropriate. Make sure your Offer is based on sound financial and valuation analysis.
The offer is then presented to the Seller who can approve it, reject it, or counter it with another offer. You have the decision of accepting the counter proposal from the Seller or rejecting it and going on to consider other opportunities.
5. Due Diligence – Once the offer price and terms are agreed upon, your next step will be due diligence. This important step is solely the Buyer’s responsibility. Due Diligence encompasses not only the financial records and systems, but also additional areas such as legal, management, operations, production, fixed assets, etc. You may choose to bring in professional advisors or do it on your own.
6. Closing – The legal closing documents will be prepared and the purchase of the business can be successfully closed. As new owner you should embrace your decision and begin your journey towards personal and financial success.
Today’s Business Buyer
The small business Buyer of today is a bit different than the one of yesterday. Today’s Buyer has a much lower tolerance for risk, is concerned about financial statements, and often times is not overly focused on the business price but recognizes the more important issue is how much cash is required to buy. Today’s Buyer’s are much more sophisticated than yesterdays and have a better understanding of small business cash flow and the requirements for financing.
Today’s Buyer is finicky, due in part to the fact that they are not risk takers. Some individuals believe they are actually business Buyers searching for the American Dream, but they often times cannot make the leap of faith that is necessary to complete a sale. These “tire kickers” or “dreamers” will never actually purchase a business and in all honesty probably should remain working for someone else.
Real, qualified Buyers have different goals and objectives then you would think. Often times, money or income is not the primary reason for them to buy a small business. Actually Buyers buy because they are tired of working for someone else. They want to control their own lives. In some cases they have lost their job or will in the near future, are very unhappy with their job or are facing a transfer to a city they don’t want to move to. Surveys indicate that about half the people in the country are unhappy with their job and/or career. People buy a business to change their lifestyle.
So how do you know if you have what it takes to buy a business?
Who is a serious Buyer?
A serious Buyer:
· Has the necessary cash funds which are readily available
· Has a good credit history
· Able to make their own decisions
· Is flexible in type and location of business they will consider
· Has a realistic and sincere desire to buy
· Has a reasonably urgent (within three to six months) need to buy a business
· Is a moderate risk taker
· Is cooperative and willing to listen
· Values the importance of good professional advisors.
Sellers should take a second look at those who express interest in their business. If the prospect has very few of the above traits, perhaps the Seller should move on to the next potential Buyer. If you are a Buyer, or think you are, take a second look at the traits of the serious Buyer. If you don’t have most of them, you may not be as serious as you think. You may want to rethink the reasons for owning a business and be sure that this is the right decision for you.
New Bedford, MA Business Executive, Kevin A. Nery
Attends International Conference for Professional Development
PHOENIX, AZ – Kevin A. Nery, CBB, CBI, M&AMI, President of The Nery Corporation in New Bedford, Massachusetts attended the IBBA/M&A Source National Conference for Professional Development on November 14-19, 2011 at the Pointe Hilton Tapatio Cliffs Resort in Phoenix, Arizona.
The International Business Brokers Association, (IBBA) and the M&A Source are the largest international organizations consisting of Professional Business Brokers, Business Intermediaries and Merger and Acquisitions Advisors with our 1,500 members worldwide
Kevin A. Nery holds professional Designations of CBB – Certified Business Brokers, CBI – Certified Business Intermediary and M&AMI – Merger and Acquisitions Master Intermediary. Mr. Nery attended workshops and classes covering the latest educational, marketing, research, and financing information. Mr. Nery completed recertification requirements for both CBI and M&AMI designations. Kevin also attended the middle market expo, meeting with Private Equity Groups (PEGs) specializing in the lower to middle market arena. The IBBA keynote speaker was Mr. Jack Mackey, CFE, Vice President, SMG Inc., one of the top 50 research firms in the U.S. The M&A Source keynote speaker was Michael O’Malley Jr., President of Family Business Dynamics LLC.
The Nery Corporation divisions are Coastal Business Brokers, Coastal Machinery and Equipment Appraisers, Coastal Commercial Real Estate Sales and Leasing, and Coastal Realty. The firm is located at 700 Pleasant Street, Suite 330 in downtown New Bedford, MA (508) 990-9800,
Email: K.Nery@nerycorp.com. Website:www.nerycorp.com.
A Business Sellers Checklist of Do’s and Don’ts
If you are a business owner who is contemplating selling your business, please follow these do’s or don’ts:
– Do have all of your business documentation in order. This includes financial statements, tax returns, tax filings, lease agreements, loan documents, contracts, etc.
– Don’t underestimate the value of your business. Rely on a business valuation professional or an experienced business broker to recast your tax returns to reflect the true cash flow and value.
– Don’t overprice your business. This is crucial in order to attract the right buyer for your business and if not followed could bring irreparable damage to your effort.
– Do offer as favorable terms as you can. Even financially strong buyers want to leverage the sale as much as possible.
– Don’t wait too long to sell. The best time to sell is when business is good.
– Don’t wait until poor health, divorce, or a downturn occurs…sell from a strong position.
– Do allow at least six months or longer to sell your business. The national average is eight months. It is a unique process that could take a year or more to complete.
– Do plan to be patient and flexible during a potentially long process to achieve maximum results.
– Do use a professional business broker or intermediary. You should focus on continuing to operate your business at the highest level. Your broker will assist with determining the asking price, prepare a marketing plan of action to maximize the selling price, maintain confidentiality, handle all buyer activity, negotiations, bring offers and complete the entire transaction to a successful close.
By following this simple list, you can raise your chances of successfully selling your business at the highest value. Good luck.
Planing is key to positive business exit
Forecasters estimate that over the next ten years, at least one third of all business owners will transfer ownership. This translates into an estimated $4.6 trillion of personal wealth. Another statistic shows that generally, 75 percent of a business owner’s wealth is tied directly to their business.
Now the troubling fact is most business owners do not develop an exit plan. Estimates have it at only 15%. Unfortunately 85% of business owners rely on an involuntary event occurring to prompt them to sell or transfer their business – such as one of the Dismal D’s: Death, Disability, Divorce, Declining markets, Debt overload, or Dissenting owner.
So, how do you develop an exit plan? Business intermediaries and other professional consultants are able to assist you and usually a team approach (with a CPA, Estate & Business Attorney, Financial Planner, etc.) is preferred.
What are your goals? The Owner’s Goals should be clearly defined with all factors considered such as family or partner issues, business and personal financial matters, emotional and company specific issues, employees, etc.
Where are you now? The current financial status of the owner is reviewed. A valuation of the company is determined and the company’s history and its’ future is discussed. The state of the industry is reviewed along with the company’s position in the marketplace.
Where do you want to be? There are generally several options of selling or transferring business ownership. (1) Public offering (2) Third party buyer (3) Management (4) Other owners (5) Family (6) Employee stock ownership plan ESOP (7) Voluntary liquidation.
How do you get there? Some examples of ownership transfer strategies:
– To maximize the price paid by a third party buyer
– Sell the business under a controlled auction amongst competing strategic buyers
– In a management buyout, stage the buy-in by selling minority interests over time at affordable prices
– The owners execute a buy/sell agreement with defined pricing and funding mechanics
– Make lifetime gifts of minority ownership interests to family members
– Have the company pre-fund an ESOP over two to five years, borrowing the remaining purchase price from a bank
– Hire a professional auction company to liquidate the assets
Business owners who fail to plan for an exit may succumb to one of the Dismal D’s when it comes time to sell or transfer ownership. With a plan the owner has the freedom to decide how to successfully exit the business. When done with a purpose, the process can be a rewarding experience for all involved.
NANTUCKET, MA – Kevin A. Nery, CBB, CBI M&AMI, President of The Nery Corporation d/b/a Coastal Business Brokers in New Bedford, Massachusetts is pleased to announce the sale of the Nantucket Gourmet retail store on 4 India Street, Nantucket MA on December 31, 2010. The sellers, Nantucket Gourmet Inc., Patty and Jonathan Stone have owned and operated the store since 1998. The buyers, Nantucket Gourmet Guys Inc., Jordana and Michael Fleischut are Nantucket residents. The sale price was undisclosed.
Ridgway J. Crouch, CMEA, SBA, Senior Associate brokered the transaction. Coastal Business Brokers specializes in the sale of businesses in Eastern MA, Cape Cod and the Islands, and Rhode Island
The store was established in 1976 and occupies 1800 sq. ft. with additional storage and office space. Featured products are kitchenware, cookware, knives, small electric appliances, cookbooks, giftware, specialty foods, candy and, mixed nuts. There is also an in store takeout Deli with sandwiches, salads, cheeses etc.
The Nery Corporation divisions are Coastal Business Brokers, Coastal Machinery and Equipment Appraisers, Coastal Commercial Real Estate Sales and Leasing, and Coastal Realty. The firm is located at 700 Pleasant Street, Suite 330 in downtown New Bedford, MA (508) 990-9800, Email: coastalbusinessbrokers@nerycorp.com.
Website: www.nerycorp.com, nery.corp@nerycorp.com.
New Bedford, MA Business Executive, Kevin A. Nery
Attends International Conference for Professional Development
LAS VEGAS, NV – Kevin A. Nery, CBB, CBI M&AMI, President of The Nery Corporation in New Bedford, Massachusetts attended the IBBA/M&A Source National Conference for Professional Development on November 15-18, 2010 at the RIO All Suites Casino and Hotel in Las Vegas, Nevada.
The International Business Brokers Association, (IBBA) and the Merger and Acquisitions, (M&A) Source are the largest international organizations consisting of Professional Business Brokers, Business Intermediaries and Merger and Acquisitions Advisors with our 1,500 members worldwide.
Kevin A. Nery holds professional Designations of CBB Certified Business Broker, CBI Certified Business Intermediary and M&AMI – Merger and Acquisitions Master Intermediary (There are only 91 M&AMI professionals worldwide). Mr. Nery attended workshops and classes covering the latest educational, marketing, research, and financing information. Mr. Nery completed the recertification process for both CBI and M&AMI designations. Kevin also attended the middle market expo, meeting with Private Equity Groups (PEGs) specializing in the lower to middle market arena. The M&A Source keynote speaker was Mr. Todd G. Bucholz, world renown expert in economics, politics, and business. Mr. Bucholz, former Senior Economic Advisor to the White House, is also an accomplished author of best-selling books used in universities worldwide.
The Nery Corporation divisions are Coastal Business Brokers, Coastal Machinery and Equipment Appraisers, Coastal Commercial Real Estate Sales and Leasing, and Coastal Realty. The firm is located at 700 Pleasant Street, Suite 330 in downtown New Bedford, MA (508) 990-9800,
Email: coastalbusinessbrokers@nerycorp.com
Website: www.nerycorp.com, nery.corp@nerycorp.com.
Beyond cost cutting…go deeper to increase efficiency!
For many companies, the strategy of cost cutting is the primary defense in the battle for survival and to become profitable again. Although reducing costs and expenses should always be at the forefront of ongoing business activities, companies cannot live by cost cutting alone, especially in these challenging economic times. When it appears that you are unable to cut costs any further, management should look much deeper in order to increase efficiency. Consider the following strategies which could improve customer relationships, increase efficiency and enhance future growth.
1. Stay focused on growth – Successful companies need to strike a balance between managing costs and fostering growth. Do not fall into the trap of focusing so much on controlling costs that growth and customer service quality is sacrificed. Growing your business provides long term opportunity for increasing revenue, expanding market share and increasing business value.
2. Customer communication and retention – If you have not tweaked your marketing efforts in recent years, you really should focus on updating this important area. While social media has attracted everyone’s attention, you should carefully analyze your social media strategies. A complete analysis of your customer database will allow you to focus on the appropriate segments of social media which would be most effective for your company.
3. Embrace opportunities to simplify – Companies that keep complexity to a minimum can benefit from increased efficiency. This business model means offering a limited amount of products and services. Companies using this strategy often have a lower cost to income ratio and operations tend to be more efficient and profitable.
4. Technology – Explore all options to automate the entire facility from office procedures, production, shipping, receiving, quality control, R&D, marketing etc. Eliminate all duplication and the need to re-key data which will enhance your bottom line and provide a growth platform for the company’s future.
5. Centralize operations – Centralizing operations can be a big driver in cutting costs. You get the benefits of economies of scale and reduce your bottom line. Your staff should work seamlessly with other business units such as sales and marketing to maximize efficiently. Streaming activities will increase overall productivity.
6. Evaluate business unit locations – After examining business processes, you should examine location. Determine what will work best in terms of where activities should occur. When you determine your best location, now maximize your productivity by planning for the consolidation of activities. Be sure to analyze all options, including both onshore and offshore locations. This activity will enable you to better understand what is driving up costs and ultimately improve your profitability.
7. Analyze cost drivers – An important step to increasing efficiency is to analyze and understand cost drivers. This is an essential function to manage and grow your business. Create a plan to manage those drivers and make sure each initiative has a defined direction.
When you look deeper into your company and make the necessary changes needed, costs will naturally decrease. By investing the time needed to analyze and develop your business you will benefit by increasing efficiency, the stepping stone to profitability and future growth
Kevin A. Nery, CBB, CBI, M&AMI is a certified business broker, certified business intermediary, merger and acquisitions master intermediary and a consultant with over 30 years of business experience. He is president of The Nery Corporation (www.nerycorp.com), Coastal Business Brokers, (www.coastalbizbrokers.com) and Coastal Commercial Real Estate (www.coastalcommercialRE.com). He may be contacted at The Nery Corporation, 700 Pleasant St., Suite 330, New Bedford, MA 02740; (508) 990-9800; or email at k.nery@nerycorp.com