Tip of the Spear Ventures

A Family Office that behaves like Venture Capital | Private Equity | Business Consulting

acquisitions

30 Days to ETA | Day #1 – Startup or Acquisition?

By

My goal for this 30 Days to ETA Series is simply to walk you through the journey of sourcing, searching, and ultimately buying a business. However, make no mistake about this whole world of Mergers & Acquisitions… There is nothing “simple” about it! And in this Day #1 post we’ll explore whether as an Entrepreneur you should Startup or Acquisition — That is, should you start your own business from scratch (i.e., Startup) or buy a business that’s already in existence (i.e., Acquisition).

The Purpose of the 30 Days to ETA Series

If we want to take a trip, I’ll begin my travels with an end destination in mind. In order to leave my home in Las Vegas, Nevada to get to Seattle, Washington, we all know that I need to head northwest. But what route(s) should I take in order to get there? How will I be traveling to Seattle — Airplane, Car, Uber, etc.? It would be helpful if I had detailed directions from a GPS to outline the quickest route possible. Because of the distance between Las Vegas and Seattle, I’m more than likely going to run into delays and problems somewhere along my path — Wrecks, construction work, road closures, storms. Inevitably, my GPS will reroute me and get me to my final destination (I hope!)

30 Days to ETA DAY 1 Startup or Acquisition

Attend Webinar Workshop: 30 Days to ETA

Mapping out directions for my trip is no different than you acquiring a business. You see, from my perspective it’s a matter of knowing what you want to happen at the end that should determine your focus at the beginning. Are you building your business to pass it down to the next generation? Or are you growing your company to sell it for profit? Do you hope to sell a lucrative business to your employees or to another entrepreneur so that it will continue into perpetuity?

You can spend 40-80 hours a week, 50 weeks a year, for an entire career working for someone else in their business helping them achieve wealth… OR you can spend the same amount of time creating your own wealth!

Sam Palazzolo, Managing Director @ Tip of the Spear Ventures

The whole idea behind this series is to help you understand the purpose of your business so that you can sell it for profit. Surely you don’t want to make just enough money to get by while you run a company. Don’t you want to make tons of money while you work and then make millions of dollars when you sell it? Is that even possible? Is it actually possible for you to build a sellable business?

What Happens at the End of a Business?

According to the Exit Planning Institute, or the EPI, 80% of companies below 50 million dollars in revenue never sell. 80%. Another statistic tells us that only 30% of family businesses survive into the 2nd generation. Do you understand that — There’s only a 30% chance that you will pass your business down to your children or have some other type of succession plan! What will happen to your company then?

The EPI has two other revealing statistics:

  1. 75% of the business owners (who make less than 50 million dollars) who actually sell their business aren’t even happy that they did after all is said and done.
  2. Three out of four companies will be changing ownership in the next ten years.

It’s The Opportunity of a Lifetime

So why are 75% of businesses changing ownership? Well, the Baby Boomers who wanted to sell or get out of business years ago ran into the financial recession of 2008. They couldn’t get out profitably then, so they’ve been holding onto their companies until they could recuperate a profit or until they’re just too old to continue. And now that we’ve just come out (🤞) of the pandemic recession on 2020, those that made it through the financial recession could, once again, slug it out to get through this recession as well. However, most Economists look for them to exit.

This presents entrepreneurs with a huge opportunity, or as I like to call it the opportunity of a lifetime. With all these Baby Boomers exiting the economy, they’ll be leaving behind the companies that they lead. Unless they have a clear path for succession (Kids that want to take over the business, relations that care to run the organization, and/or staff that want to buy the business from them) they’ll have to look for external sources to purchase the business.

I Lead a Startup… I have no Hair as a Result!

So here in Day #1 of the Series, appropriately titled Startup or Acquisition you may be wondering why I’m not telling you to start a business (Startup) as opposed to buying one (Acquisition)? The reason is that buying a business is a much better path to successful entrepreneurship. Why? The Small Business Administration (SBA) sites that less than 2% of startups achieve a private equity exit. Furthermore, about 90% of startups fail. 10% of startups fail within the first year. Across all industries, startup failure rates seem to be close to the same. Failure is most common for startups during years two through five, with 70% falling into this category.

The technology startup I lead was one of the few that succeed (I guess I’m a 2%’er!) So if startups are not a good opportunity to flex your entrepreneur muscles, what is? In my mind, the answer is simple — Acquisition or Entrepreneurship Through Acquisition!

Sam Palazzolo

5 Ways Coronavirus has Changed Mergers and Acquisitions

By

The Point: The COVID-19 pandemic has altered our expectations of mergers and acquisitions. If speed kills deals, and the coronavirus impact on mergers and acquisitions was not spared, the swiftness of doubt and uncertainty inflicted has shifted business values. As a result, we’re seeing mergers and acquisitions in a new light. So in this post, we present 5 ways coronavirus has changed mergers and acquisitions… Enjoy!

5 Ways Coronavirus has Changed M&A

There are five important shifts in mergers and acquisitions as a result of the coronavirus, which will permanently change the business of merging and/or acquiring businesses:

Change in the Understanding of Employees

Businesses have realized the value of their front-line teams in getting stuff done. Together with the efforts of the team members — many of whom are often at the lower end of the pay scale — many companies could not have lasted through the pandemic. So, how are individual perceptions of meaningful work and a special calling in some specific jobs influenced by the Covid-19 pandemic? It’s only when a crisis hits that we can identify the attractiveness of some functions — while other functions tend to lose out to those identified as low or dull. Ask yourself, who’d be the Most Valuable Player (MVP) for you now — someone who produces the materials/tools/information which you require or your C-Suite leader who coordinates/reports on? Where exactly is the value now? The answers to these questions pose serious implications for M&A.

Shift in Culture Priorities

Being kept apart from friends or family has shown team members where their true priorities lie — and it’s not work. Our relationships to the jobs we conduct have changed as a result of the pandemic. If you asked any part of your team what matters today, it will almost surely be family and their health. That’s where people wish to spend the majority of their time. When you realize that you could lose the people you love most, you see what actually matters. M&A will need to take and work with the changed priorities of organizational culture and the team members because when it comes to a choice, work will not come out on the top.

Change in Empathy and Compassion Expectations

One of the biggest adjustments demands M&A adapt to the individual’s with empathy and compassion. Whether they are in the workplace or working from your home, M&A professionals will need to use their own emotional intelligence (EQ) to understand each person’s situation, pressures, priorities, and values. No longer can M&A think of the organization’s team as a single thing or object — and this can and will be hard. More than ever, M&A will need to reveal themselves as people and build relationships with their own folks. Honest, accurate discussions about work and life will improve connection. Empathy and compassion will solidify it.

Change in the Power of Leadership

Having remote teams has meant leaders needed to step back from the job and let their people manage themselves. The M&A firms who gave their teams some autonomy and decision-making are the ones who have had the best results. It makes sense. To retain power, M&A will be to increase agility and decrease costs for the company in the long run. When you have the right people in the M&A function, don’t be afraid to show your faith in them? It’s time to let go of control over the particulars of people’s work and instead, begin to support them. Be certain they have everything that they need to make the ideal choice and get the job done.

Change in Attention and Direction

If there is one thing we learned during this time, it is that plans can be shattered at the drop of a hat. While planning is still important — Since you have to understand where you’re headed — it’s the results leaders need to concentrate on instead of the journey. Your purpose in M&A is to act as a driver, and that’s what’s going to maintain mergers and acquisitions strategy leading to results — or lack thereof.

SUMMARY

I see a significant move from strategy or process-led mergers and acquisitions towards a more agile one. While we still value powerful and elastic M&A, there’s presently a heavy focus on agility at Tip of the Spear.

Understanding Mergers and Acquisitions Strategy

By

The Point: When most people think about starting a business, they often think of starting from scratch — designing the business from scratch and making your own concepts and plans. But is this the right — or best — strategy for an entrepreneur? In this post, we’ll explore understanding mergers and acquisitions strategy… Enjoy!

Tip of the Spear Understanding Mergers and Acquisitions

This is actually easier than starting an entirely new company, as you have a known product to base your business around. However, buying an existing company can still help you get started on the right foot. Here is what you should know to get a lot out of your purchase. Read on for more information on mergers and acquisitions.

There are two ways to go about mergers and acquisitions (M&A). One way is through an all-cash transaction, which allows you to take over a majority of the assets of the other companies and you keep all of the equity. Another way to approach the process is by conducting a financial transaction, where you receive cash for a portion of the total equity. Both methods have different advantages and disadvantages, so it’s important that you carefully consider which option will be best for you.

The first thing to consider is whether or not there are synergies between the two companies. You want to be able to add to the strength of one company while keeping away from the weakness of the other. For example, buying a hospital that offers medical equipment to nursing homes could be a good move for both companies. However, buying a manufacturing company that makes products for the home repair industry could be a bad move for both companies. So the two mergers and acquisitions strategies have to be well thought out before you make a decision.

You also have to understand the benefits of the mergers and acquisitions. Some examples of these benefits include saving cash, leveling the corporate ladder, combining research and development, and better service to customers. In order for these benefits to be realized, you have to look at the costs of the transactions carefully. This means looking at both the direct and indirect costs involved with the transactions.

You should also determine the value of the acquired assets. You should compare the total assets acquired, including goodwill, to the total market value of the combined company. Remember that these purchases do not always result in absolute value. Sometimes, the actual net worth of the acquired business is less than the purchase price.

SUMMARY

In summary, the main goal of the acquisition and mergers and acquisitions strategies is to acquire a company that can provide a service or product that solves a problem for the buyer. One of the main downsides to acquisitions is the risk of acquiring weak companies that might not be able to support the obligations you have with them. Be sure to get all the facts before you decide on a strategy. Make sure you are familiar with all the terms before you enter into any agreements.

Business Acquisition Due Diligence – Accounting

By

The Point: The world of mergers and acquisitions is fantastic, especially once you have an prospective organization under Letter of Intent (LOI). This time period is one where due diligence is conducted to confirm whether the organization is what it says it is. Especially important during this due diligence time period is the analysis conducted by an Accountant. So in this post, we’ll explore business acquisition due diligence from an accounting perspective… Enjoy!

For many accountants, business acquisition is an onerous and time-consuming process. It is not just the cost of purchasing additional capital or paying for legal assistance, that can be a drain on funds. The sheer complexity of mergers and acquisitions often requires a large investment in professional services in addition to time, dedication, and effort. However, many accountants fail to realize that the vast majority of mergers and acquisitions are performed by lawyers and accountants. This post will highlight some of the challenges accountants face in the process of business acquisition due diligence.

Due Diligence – 2 Primary Challenges

There are two primary reasons why accountants are the primary force behind acquisition activities. First, they have access to the appropriate legal information and personnel to make a knowledgeable purchase of a business. Second, they are well-versed in the financial statements and the business plans of both companies. In short, they understand the products and services that each company offers and the expectations from the purchase. Although these key assets are important, it is sometimes unrealistic to put such great faith in them when it comes to the complex negotiations that must precede a transaction. For this reason, it is vital that accountants remain neutral in their recommendations to the management regarding the proposed merger or acquisition.

In reality, most business transactions occur at a slow pace, with little or no external input. Therefore, accountants become involved only after significant due diligence has been conducted. The process may begin with a simple review of financial statements and company records to determine if the prospective acquirer is making a sound purchase or is entering into a deal with unrealistic expectations. This preliminary examination of the business’s records should not take more than a few hours, and is time consuming, but it is time well spent.

Accountants and Lenders in Due Diligence

When a company is in the process of obtaining financing, there may also be instances where the lender requires diligence in connection with the loan. Lenders are becoming increasingly educated about the benefits associated with acquiring an existing business rather than an entirely new one. As a result, the process may include requesting business information from accountants as a part of the due diligence process. Accountants may provide information concerning the companies’ credit ratings, operational revenue, and cash flow, as well as any positive or negative indicators that reflect on the business’s financial health.

Accuracy Counts in Due Diligence

For the individual who has entered into a business acquisition transaction, it is imperative to maintain accurate accounts in order to ensure that the transaction goes as smoothly as possible. Good accountants will have access to information that is rarely shared within a business acquisition firm. This type of specialized information allows individuals to make intelligent decisions regarding the purchase of a business. It will provide the acquirer with accurate information that can be used to determine the amount of funds needed for the acquisition and to determine if the business has the potential to increase profit and revenue. In fact, business acquisition due diligence is so important that businesses have their own internal accountants as well as outside accountants who are responsible for performing these tasks.

SUMMARY

Most business acquisition firms prefer to hire accountants who have previous experience in acquisitions as they know how to manage the due diligence process. Additionally, a business acquisition consultant should focus on developing relationships with other business acquirers to ensure that the due diligence process goes as smoothly as possible. Most consultants will perform all of these tasks on behalf of the acquirer. In fact, most will dedicate several of their business acquisition specialists to working exclusively with the acquirer.

Acquiring a Business – The Process

By

The Point: You’ve made the decision that now is the time for you to explore buying a business. But how will you actually go out and acquire a business? In this post, we explore the process involved at a 30,000 foot elevation in acquiring a business and the process… Enjoy!

Acquiring a Business The Process

The acquisition of a small business is not easy, but it can be done. There are many factors to consider such as financing, location, resources, and entrepreneurs who are willing to invest time and resources. Many businesses fail in the first few years and often several factors are involved including management and the way the entrepreneur does business. While many new businesses fail within the first year, more than 25% of all businesses make it through the five-year period with excellent results.

Acquiring a small business requires some patience, education, and hard work to make it successful. Small business acquisition experts must be able to evaluate an acquisition case-by-case basis to make sure that the best opportunities for expansion are available. They must also be prepared to do extensive research and look at different companies in order to find the best ones to partner with. For most entrepreneurs, it takes at least a few years to successfully acquire a small business. Some of the best opportunities come quickly, while others take longer.

When there is an acquisition case to be made, it is important to first determine what kind of business model will work best. There are many options for small businesses, and the best way to determine which business models to consider is to look at the business models of competitors who are successful. This will give an entrepreneur ideas on what features to look for, as well as what to avoid. Successful acquisitions will allow an entrepreneur to realize their full potential and to reach their goals. These are some of the reasons why it can be so difficult to purchase a small business.