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Preparing For The Buy/Sell Process

Denise Rondini May 17, 2012

Performing a self-evaluation can help avoid headaches.

By Denise L. Rondini, Executive Editor

drondini@randallreilly.com

Although the market for buying and selling businesses is improving, Stephen Dietrich of the law firm Greenberg, Traurig, LLP, says there still is a disconnect between buyers and sellers, but the gap is getting smaller. In a webinar sponsored by Compli, Dietrich said that sellers are hoping buyers will look at more recent performance and make purchase decisions on the upside potential of the business. And buyers are looking more deeply into deals as their lenders are asking for more assurances.

If you are thinking of selling your dealership, conducting a dealership self-evaluation can save you time, energy and money, according to Drew Testerman of Greenberg, Traurig. “It will allow you understand the true value of your dealership and help identify problem areas in advance of the negotiations and can expedite the due diligence process.”

To begin, buyers will want examine key areas of their businesses including: the organizational structure, tax and accounting issues, estate planning/succession goals, lending sources and collateral, strategic goals, existing framework agreements and vendor relationships.

Buyers need to determine if the new acquisition will be integrated into their existing structure or if it will be operated as a separate entity.

Attorney Sarah Niemiec Seedig of Greenberg, Traurig, says sellers need to have a strategy as well. Why are you selling? A strategy can guide the dealer throughout the entire process and he can return to it when faced with decisions or conflicts.

“They also need to address intra-owner conflicts prior to engaging in the sales process,” Niemiec Seedig says. She suggests that using advisors can help work out owner conflicts.

At the operational level, Niemiec Seedig says dealers need to review the following: employees, sales cycles and cash flow, third-party vendors, manufacturer relationships and unique issues with parts inventory. They also need to determine if they are selling one location or multiple locations. “Dealers need to make sure they understand vendor agreements including any termination fees,” she says.

Dietrich says it is also important to note any special customer programs, such as lifetime oil changes as these can creates transition issues.

Obviously before selling dealers need to conduct a thorough financial analysis and this information usually is the easiest to generate. This should include a review of the balance sheet/cash flows, income statements, accounts receivable, accounts payable, aging equipment and fixed assets, Dietrich says. “But it also should include potential add backs, management compensation, unusual assets, rent and capital expenditures.”

Potential buyers also are going to want to know about the dealership’s warranty experience and banking relationships.

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