Staffing and Human Resource Companies
A number of years ago I engaged with an owner of a Staffing Company in northern Wisconsin. He wanted to sell and said he had started the business back in 1977 and has operated it and grew it to a Corporate Office and 7 branches with an emphasis on Light Industrial clients. He was 73 years old at the time and was ready to exit, but wanted to stay on with the new owner with an employment agreement for a few years to enhance his income.
We executed the contract and started our valuation and marketing process. The Staffing industry at the time was very fragmented and there was a climate that presented a lot of opportunities for consolidation. Translation; there were many qualified buyers out there.
Quickly, I learned my Client’s business was operating with an antiquated philosophy and inefficient tools. The good news was, savvy buyers saw the business and the inefficiencies and correctly identified how to modernize the business and increase the bottom line inserting those measures. We went through many conference calls with interested Buyers. One particular Buyer submitted a reasonable “Letter of Intent” and we started the due diligence process.
Now note, that in my initial conversations with my Seller, I asked if there were any skeletons in the closet that would negatively impact the value of the company in the eyes of potential Buyers. The response was no, so very good…clean bill of health.
The aforementioned Buyer in his due diligence, found a sizable Federal & State Tax Lien to the tune of over $900,000. This threw up a big red flag. Trust and credibility were all but lost. Needless to say there was interest, but that issue needed to be addressed before a successful transition could occur.
I asked my Client how and when this happened? During the lean years the company did not pay their Federal and State withholding taxes and the fines and interest were mounting every day. My Client was lucky the Feds didn’t close him down.
My Client was stubborn and hired an Accountant to submit an appeal to reduce the amount due to just the unpaid taxes. If anyone has worked with the IRS you soon learn that speed and efficiency is not in their job description. The process dragged out. We continued to market the company believing the appeal would be granted.
There were many interested parties that came and went, because the problem was not being resolved.
A year and a half later the appeal was denied and my Client was getting desperate and weary, for he needed the money from the sale for his retirement.
Another buyer comes along and gets to know our Client and his business and recognizes all the efficiencies he can apply with his system. We negotiate a deal with good structure that not only pays off the IRS but allows him enough money to live with the help of an employment agreement to stay on as a part time consultant.
We closed and our Client was relieved that this chapter in his life was over and he came out OK.
A year later the new owner was able to increase sales and profitability by 25%, by implementing his more efficient process and incentivizing his employees increasing their productivity and boosting their commitment to the company.
My Client stayed on as a part time employee for another two years and realized his full earn out. He is now happily retired, spending more time with his grandchildren and going fishing.