Tag: small business

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Authentic Deal-Making Authentic Negotiating Deal-Driven Growth

Capital Gains’ Impact on Deals

capital gains: Black man in a suit sitting in an outdoor courtyard with a black suit, blue tie, looking at his phone

A few weeks ago I came on and shared some thoughts on capital gains rates and deal-making. It ended up being one of my most popular episodes — apparently capital gains are garnering a lot of interest in the marketplace! Today, I’d like to go even deeper and drill down on capital gains’ impact on deals.

Capital Gains Overview

At the end of 2020, there were many people rushing to get deals done quickly. Now, I think it’s important to note that these were mostly folks who had deals on the table prior to the end of the year. When it came to timelines, it made sense to push through in November and December, rather than wait till January and face new rates.

Many of us felt, however, that there wouldn’t be increases until later, if at all. After all, the new administration didn’t take over until January, and there are all sorts of legislative steps to go through. That turned out to be accurate; capital gains rates might still go up for 2022. At the moment, however, the likelihood and uncertainty are impacting businesses.

We’ve had a number of clients expressing an interest in deal-making and getting things closed out by the end of this year. Similar to in 2020, these are business owners who are ready to make deals, and who are just taking an extra precaution by timing it to close in 2021. If you were planning to get another 3, 5, or even more years out of your business before selling, possible capital gains increases are not, in my opinion, a reason to rush into selling early.

If you’re planning to sell in the next 12-18 months for sure, it might make sense to move forward with a slightly accelerated timeline.

What Kinds Of Deals Are Impacted?

Capital gains rates apply to the sale of a business or entity. When you sell the assets of a business (which is how most deals are done), whether in full or in part, or the equity, there are generally going to be capital gains rates assessed. This applies to real estate as well. Essentially, anything you’ll be selling at a gain in relation to your business might be affected by capital gains rates.

Any gains above your tax basis are taxed at capital gains rates, which are currently significantly lower than other rates. (Check with your tax advisor to learn more about your specific situation here.) This can be the difference between 20% in capital gains, or 37-39% at higher rates. That is a significant difference in terms of what you walk away with! 

Personal Goodwill Sales

One option many people aren’t aware of is the personal goodwill sale. 

Note: The IRS allows these sales under their current regulations, but they do look at them very closely. This means it is extremely important that you go about doing it the right way.

If someone is an employee of an asset or financial firm (Goldman Sachs, Merrill Lynch, etc), or in trades like insurance, law, and anything else that includes a client portfolio, many people mistakenly think they have nothing to sell that would classify for capital gains. However, this isn’t true!

I recently had a friend in the wealth management field who assumed his best or only option would be revenue sharing based on his past list. This means any money you get is ordinary revenue for you, and the person who took over your book can write off the payments they make to you for your share. This is less ideal for you (the “seller”) and better for the person who took on your clients (the “buyer”).

However, I helped him see that it’s not the only way. If you can show that, if you left, a majority or large percentage of your clients would come with you or otherwise take their business elsewhere, you have leverage. This is true even though you don’t “own” the list, per se. Rather, you have built up “personal goodwill”. If you (as a person) have built up the goodwill within the list (rather than the goodwill being simply vested with the overarching company), then you may be able to benefit from capital gains rates as part of a deal.

The friend I mentioned above had built a deep list with a great basis in personal goodwill. Rather than set him up with a revenue share deal, we created a transfer of personal goodwill sale. 

Other Factors That Impact Selling Decisions

In the 90’s, capital gains rates were much higher than they are now. There were still lots of deals going on, however! Why?

Well, there are many factors that impact deals. One of those is access to capital. Whenever there is ready access to capital (which there is now), deals will be made. Increases in capital gains rates won’t necessarily dry up capital, and deals will likely continue regardless of increases in rates.

Also, investors are always looking for ways to get returns. If they can invest a million dollars and get back fifteen million, even with an increased rate they’re still netting 60% for a very healthy net profit. If you can get multiples on a return, that will take precedence to the tax rate.

(Not that they won’t consider the rates; just that the ability to turn a net profit will still be compelling.)

In addition, there are many reasons people sell businesses. They may be ready to retire, or need to sell for health or other reasons. If that time comes, owners will be willing to make deals regardless of the capital gains rates. After all, they can’t (or won’t want to) stay in business forever.

Listen in to the full episode for more ways on getting creative with rolling businesses over and deferring capital gains payments. I’m expecting some of those creative exchanges to gain strength if we do see capital gains rates increase.

Time to Panic?

In my professional opinion: no. Pay attention to the market, get personalized tax and deal-making advice, and make decisions that make sense for you and your business. Rates may increase in 2022, so it could be wise to complete deals that you planned to make in the next year or so prior to the end of the year. If you didn’t have a major move in mind, I wouldn’t advise rushing into something just to avoid possible capital gains increases.

Have questions? I’d be happy to connect! And if you listened to the full episode and are interested in learning more about my white boarding sessions, feel free to reach out about those as well. 

 

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker. He is deeply passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!

 

 

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Authentic Business Relationships Authentic Deal-Making Authentic Leadership Authentic Negotiating Deal-Driven Growth

High Energy Purpose

High Energy Purpose: Space view looking down on the earth, dark sky, lights on

Joe Apfelbaum is the CEO of Ajax Union, a business-to-business digital marketing agency in Brooklyn, NY. He’s been featured in Forbes, Entrepreneur, Inc, The Wall Street Journal and more. His newest book, High Energy Purpose: How to Be All in On Your Life and Find Your Truth, is out now.

Before we dive in, I’d love to share that this is my 100th DealQuest episode! This is a huge mile marker for our show, and I’m proud to have consistently released episodes for over two years now. If you’ve been a long time listener, thank you! If you’re just joining us, welcome in!

Making a Living Helping Businesses 

As a young kid, Joe watched his mother try to make a living. He knew that one day, he wanted to be successful so his own kids and family wouldn’t have to struggle so much. At the time he didn’t know you could make a living helping businesses. Now, however, he’s thrilled to be the CEO of Ajax Union, where he gets to do that every day! It’s been part of his own journey to high energy purpose.

Joe’s company works with large companies to build marketing funnels. Typically they work with the in-house marketing director to make sure that there are marketing systems and processes that will yield results. Qualified leads that convert are key, and randomized acts of marketing won’t cut it!

As Tony Robbins says, the right strategy will save you a decade. Rather than wasting time, Ajax Union helps companies market smartly.

Joe’s other company, Evyrgreen, helps influencers, coaches, consultants, and businesses make strategic use of their online time. They have a course and coaching program to help people leverage LinkedIn so they can get in and use the platform to make a difference in their businesses. This is worth checking out if you’ve wanted to uplevel your online presence in the new year!

Deal-Making History

Joe’s mother always told him, growing up, that he could never trust anyone else in his business. Although his mother worked hard as an entrepreneur, she never surpassed the million dollar mark. Joe wanted to go further, and for him to do that, for his own business, he was going to need to bring in other talent. He needed support from others in order to focus and get things done!

Early on, Joe had a business partner who turned into a close friend. They started their business together without considering anything beyond a 50/50 structure. There was no real strategy, other than building a million dollar business. Unfortunately, however, it wasn’t gaining traction. At the end of 2008, they sat down together to brainstorm. At the end of the night, they decided to offer SEO to small businesses. Although they weren’t 100% sure if it would work yet, it seemed worth trying.

They used a prepaid, recurring model in order to grow a steady income. Soon enough, they were closing 10 deals a month. When Joe approached the CEO of the company he was working for full time, he was encouraged to strike out on his own and focus on growing his business. In fact, that company even ended up signing on as his biggest client! (You can hear more about that in our interview!)

We Have to Focus to Achieve Success

At the time, Joe had multiple side hustles going on: IT management, tech, eBay sales, and other services. He had to think seriously about whether it was worth it to scrap all those side hustles and grow only the main company. His partner, however, told him it was non-negotiable if they were going to grow together.

After contemplation, Joe decided to go all in and focus. With his partner, they quickly grew to one of the fastest growing companies in America. They were making millions in revenue, but didn’t have the cash they needed to grow even more.

They didn’t have cash flow, but they had relationships with people. (Although at the time Joe didn’t really know how to move beyond transactional relationships and build real relationships for deal-making.) His partner approached a friend, who offered a hundred thousand dollars in exchange for 50% equity in the company, and the guarantee of a full time, paid position within two years.

They turned him down, but they also realized that possible partners could be interested in exchanging cash for equity. This was news! Joe and his partner were in a strong place because they were a strong pair. Rather than flying solo and appearing to be a flaky entrepreneur (which Joe says he was!), their partnership added stability and credibility to their work.

Taking on Investors

Their first investors offered money for small portions of the business, and it was thrilling. It was also clear that they absolutely had to become a five million dollar plus company if those investors were going to make their money back.

Joe was loving the growth, and avoiding the paperwork. He let his partner handle all the contracts, legal paperwork, conversations with lawyers, and more. That was a mistake. He was completely out of the loop when it came to what was happening in the business. He also didn’t realize that his own sweat equity in the business was worth something.

The biggest problem ended up being that there were no exit clauses. There was nothing; no way out, no clear end point.

Looking back, Joe considers it a miracle that they grew the business to the level they did, because they had no idea what they were doing. He thought he was the smartest person in the room, and he lacked the awareness to see what he didn’t know.

Now, he knows disastrous things can happen within partnerships without clear agreements. He absolutely recommends that ALL parties are involved in the creation, understanding of, and implementation of these agreements. The language must be clear. Everyone involved must know what the company’s future is, and what the terms are.

If you have a partner and are growing a business, you cannot think things will just “come together”. Definitely don’t disregard elements that seem too future facing. Having clarity is life-giving and creates a foundation for everything in your future. Don’t take that lightly!

Living With Your High Energy Purpose

Expectations for growth can create pressure sometimes. And when you take in significant capital, you can seriously stress your business.

Joe noted that he had no idea how to deal with their investors. He didn’t know how to communicate with them, and he didn’t know what they were allowed to do, or not do. Now, he notes that if there is a specificity problem in your business, you are responsible for that.

You have to lay down what is expected, and how things work. If you don’t know, invest in resources that will help you! Joe notes that joining EO is what made him realize he didn’t have things like core values, team huddles, and processes. Creating those things helped him shift himself as an individual and build a business that serves a much larger role than anything he could have created just flying along and focusing on making money.

These lessons have also taught Joe the integrity he needs to not only be a CEO, but to be a husband and father. As he’s learned to embrace and embody his values and integrity, he’s found how he can live with his best, high energy purpose and create a life he is proud of.

Listen in to learn more about partnerships, integrity, high energy purpose, and building a business you can be proud of!

 

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Authentic Deal-Making Authentic Leadership Authentic Negotiating Deal-Driven Growth

Deals For Small Businesses

deals for small businesses: a glass shop door with a black and blue "Open" sign hanging from it.

In this week’s solo-cast, I wanted to spend some time talking about deals for small businesses. If you’ve been a listener for a while, you know that one of our premises is that businesses of any size can do deals, whether you have capital or not. It’s a myth that deals can only be done by big companies with big money. While I do have guests who share about large deals involving large amounts of capital, it doesn’t mean that those are the only deals out there. I’ve also featured many guests who own or work with small businesses, and they are leveraging the power of deals (and experiencing great success!) as well. 

Ep. 3: Ramon Ray, with influencer and sponsorship deals.

Ramon is an influencer who has key connections with businesses and entrepreneurs. He doesn’t have millions of followers, but he has quality followers. He capitalizes on that quality following by creating deals between them and other companies.

Ep. 7: John Bly, with acquisition deals, including deals done without significant capital.

John has been able to attract deals by bringing things other than capital (like partnerships) to the table. Within his first 18 months of business he was leveraging his deal-making power to create growth for his business. Gradually he built up to bigger and bigger deals, eventually moving into a succession deal.

Ep. 34: Julia Pimsleur, with an early deal with PBS that she created out of nothing.

When Julia was first getting started with her children’s language learning company, she was looking for gaps in the market. At a trade show event she happened to realize that PBS had a lot of learning related programming, but nothing in her niche. With some planning, she crafted a pitch and signed a deal with them – no major capital needed!

Ep. 41: Ralph Peterson and I ended up having a brainstorming session on small business growth.

Ralph provides management training and other services. On our episode, we ended up having a full blown brainstorm session on the kind of deals he could potentially create. If you want to get your own small business deal creativity flowing, check this one out!

Ep. 42: Gary Kane, with deals in the lower-middle market.

As a founder, Gary knows all about starting with nothing and building up. He’s also an amazing deal creator. In our interview, we especially talked about the kinds of deals that can be done in the lower-middle market.

Ep. 43: Bill Cates, with leveraging intellectual property and licensing deals.

Bill is a speaker, but rather than depend solely on speaking fees, he’s proactively found other ways to make deals and create revenue. One lucrative (and often underutilized option) includes leveraging his intellectual property to create a successful business. From books to videos to workshops, entrepreneurs can look beyond a fee-for-services model and create deals around licensing!

Ep. 75: Jesse Cole, on using creativity to stand out and grow.

Jesse has built many amazing deals based on partnerships. He’s experienced an incredible amount of success in an industry that is often struggling to get by. More recently he’s been working on online subscriptions and followings as a result of pivoting due to Covid.

Increasing Small Business Sales Through Partnerships

If you’re a small business owner who isn’t necessarily looking to acquire other companies or make deals that require large amounts of capital, you’re not excluded from deal-making! Here are a few things to ask yourself as you consider how you might be making more small business deals:

  • How can you increase sales/growth organically through deal-driven growth?
  • How can you make applications to other companies, industries, or verticals by connecting with those who have access to your market?
  • What opportunities might you have to create deals with those you perceive as your competitors?
  • Who is selling complementary products or services to a client base (or demographic) you’d like to break into?

When you consider the client acquisition cost in building a new customer base, it’s worth it to consider creative strategies beyond marketing. Even though partnering with another organization as an affiliate means giving up a percentage of sales, if they are connecting you with a broader customer base and increasing business, it might be worth it. There is always a cost to customer acquisition; why not pay part of that out through commissions rather than via an ads budget?

Depending how you structure your partnership or affiliate deals, you may be able to upsell and cross sell other products without having to share that revenue. 

Just a reminder: these deals aren’t substitutes for other growth methods. They are, however, additional opportunities for small businesses to pursue.

(I also referenced Damon Gersh’s episode on becoming a dominant force in your industry!)

Licensing & Small Businesses

Licensing is highly lucrative, but often underutilized. If you’ve uniquely created something, however, there are a lot of opportunities here! If you offer speaking, training, or online courses, you can consider additional opportunities to license the content to clients.

Rather than paying per use, or you being paid for each individual delivery, you can use licensing to scale your small business.

You can also consider the “train-the-trainer” model, where you retain control of the content but certify trainers who can use your intellectual property. Often, they pay a licensing fee to continue using your content and resources.

Many small businesses underestimate the amount of intellectual property they have available for potential licensing; take inventory of what you have available, and see if you could leverage it for deal-making!

(I also referenced David Bach’s episode, where we discussed licensing as well!)

Building Collaborative Relationships

Consider using this downtime to get into alignment with other local businesses. 

You could create an association and use it as a platform for networking. You can also build either informal or formal strategies for creating collaborative relationships. Many deals can spring out of these kinds of groups!

I remember an area of New York in which related businesses in the home building/renovation space chose to work together to create a district for customers in need of their services. Even though some of these businesses were in competition with one another, by working together to become the “go to” place for their ideal clients, they increased traffic and business for every member.

Entrepreneurs and small business owners too often think they have to be a lone wolf to succeed. In reality, there are many lucrative opportunities to connect, collaborate, and build growth together. We need to get past our automatic assumptions that we can’t work with our competitors, because sometimes it really makes sense!

What Does it Take to Become a Deal Maker

For small businesses, becoming a deal-maker is about getting past the assumption that you’re too small for that to be a valid option. When your mindset is telling you that being a deal-maker isn’t on the table, you become blind to the options you have available!

Shifting your mentality and opening yourself to opportunities can really get your juices flowing and make you aware of what’s truly available.

Right now the economy has created a strong dichotomy; some businesses are flourishing, and others are really struggling. Take a look around; how might you tap into the markets and businesses seeing a lot of success right now? Or how might you bring extra talent into your organization right now as a result of some of the struggles we are facing today?

Covid has also been an invitation to get creative about deals. Contractual rights, ownership or partnership opportunities, and future profit shares are all on the table.

If you’re a smaller business looking to benefit from deal-making, you should take these three steps:

  1. Change your mindset and understand that you CAN be a deal-maker.
  2. Look at your business goals, and consider who you can partner with to achieve those objectives (don’t eliminate competitors).
  3. Focus on shared objectives, and go to a professional to help you sort out the actual structure and logistics of the actual deal.

To hear the full solo-cast, listen in here!

https://shows.acast.com/coreykupfer/episodes/episode-96-deals-for-small-businesses-with-corey-kupfer

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

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If you want to find out how deal-ready you are, take the Deal-Ready Assessment today!

Categories
Authentic Deal-Making

From High School Dropout to Entrepreneur

School-Dropout-To-Entrepreneur

At the age of sixteen, Ralph Peterson was told that he was a hands-on learner destined for manual labor, so he quit school and began working in construction. Despite the fact that he always wanted to be a writer, Peterson took these words of “wisdom” to heart and spent eight years on the mud-boots path until he woke up. Peterson always knew that he was capable of doing so much more with his career, but it wasn’t until twenty-four that he decided to finish high school and enroll in college, where he eventually received an associate’s degree in creative writing, a bachelor’s degree in U.S. history, a second bachelor’s degree in business administration, and a master’s degree in organizational leadership.

The Power of a Good Story

Ralph Peterson achieved his dream of becoming a writer, but with all of the accolades aside, he considers himself a teacher before anything else. At its core, Peterson’s role is to teach people in the ancillary departments how to make their processes better, but the ability to monetize his expertise came through an unexpected opportunity during his time as a sales representative.

One of the main reasons that Peterson was driven to become a writer was his passion for storytelling and public speaking, but he only got to employ a half-hearted version of his skill during a thirteen-year career selling housekeeping management systems. The client-facing role provided a means to showcase his skill in the art of speaking, and eventually, he was asked to fill-in for a keynote speaker at a seminar for “housekeeping as a business.” Peterson un-begrudgingly agreed to do the event for free and at the end, he was offered a consultancy opportunity by one of the attendees and his business was born.

Housekeeping in Long-term Care

Peterson deals with two competing business models in the realm of housekeeping and long-term care, but he was able to find a solution that spans both sides. With housekeeping, laundry, maintenance, and dietary, some businesses will come in and take over everything including staff, purchasing, training, oversight, management responsibilities etc. Other businesses choose to opt-out of paying for everything while still providing the management, training, and oversight. Peterson’s niche is right in the middle, where he comes into the same businesses and develops a program for them to follow, then provides oversight of the program moving forward.

Doing Deals as a New Small Business

Initially, Peterson was doing everything himself, but as his client roster grew and the territory expanded, he brought on a Director of Operations for support. The business had limited resources since it was just starting out, but Peterson forged a PTO and benefits package that no one could resist. He prioritized company culture at a very early stage, but he also learned the importance of doing deals internally to increase performance, morale, and employee retention.

On top of increasing his capacity with an additional employee, Peterson is moving a lot of his work to digital platforms so that he can travel less and do more. He hosts webinars with current clients to ensure the success of their new programs, but he is also using technology to bolster a new offering; education and breakdown of nursing home systems and processes. The new product is taking off right now, and 75% of it is done online.

Pay it Forward

Peterson wants to work with clients who are motivated, passionate, and want to get better. It is not about the size of the client so much as their intention since they are both fighting for better care. This includes prospective students for which Peterson is currently building a business model. He is extremely passionate about teaching other adults that there is more to a career than what they currently understand, and he wants to give them the tools to achieve entrepreneurial success in the same industry like he did, regardless of their specialization. Housekeeping used to have a negative connotation for Peterson but now, he understands that it gave him every opportunity and he wants to pay it forward.

You can learn more about Peterson’s story in his episode on Fueling Deals.

Corey Kupfer is an expert strategist, negotiator and dealmaker. He has more than 35 years of professional deal-making and negotiating experience. Corey is a successful entrepreneur, attorney, consultant, author and professional speaker who is passionate about deal-driven growth. He is also the creator and host of the DealQuest Podcast.

If you want to find out how deal-ready you are, take the Deal- Ready Assessment today!