december/january/february 2016 the firm deal review

Battlefield to HomefrontHARVARD MBA MAPS HIMSELF BACK TO NEBRASKA PG. 8

Collaborating a Software Evolution STAVNEAK & SMITH KEEP SUCCESS LOCAL PG. 5

Strategic OwnershipOWNING MULTIPLE COMPLEMENTARY BUSINESSES PG. 14

AMERICAN DREAM EDITION

Win

ter

201

6

A Publication of The Firm Business Brokerage

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Volume 1 Issue 6

Published by The Firm Business Brokerage

President/Editor • Cortney Sells

Director/Assistant Editor • Cassandra Powers

In-House Legal Counsel • Susanne Miller

Accounting & Finance • Cassandra Waltrip

Brokerage Principal • Rene Rademacher

Market Development • Rachael Rand

Paralegal • Julie O’Brien

Mail Marketer • Adam Jaime

Outreach Coordinator • Nycole Wandvik-Tolle

Strategic Development Officer • Brittnie True

Research Analyst • Daniel Hayes

Community Relations • Mike Sells

Intern • Jessica Thiem

Design • OBI Creative

Contributing Writers • Angeal Boone,

Dave Paladino, Kathy Rygg, Maureen Tierney

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Columns

4 Net Worth Angeal Boone

CPA of Boone & Assoc.

Cash vs. Accrual Accounting

14 Owning Complementary Businesses

Dave Paladino discusses

seasonality of businesses.

15 Executive Impact Ensuring Confidentiality

Features

5 Software Evolution Built by Developers

for Developers

8 Battlefield to Homefront Mapping Out a Growth Plan

12 Pouring Profits Amanda Ransom profits from her passion.

The Bottom Line

Sells Insights

In Pursuit of the American Dream

Harvard GraduateHeieck’s life plan maps him to GIS Workshop.

pg.8

Making the American Dream come true by owning one’s own business is

something that people strive for daily. One of the biggest draws in purchasing or start-ing a business in the Midwest is a strong sense of community. Not only are owners invested in their employees, but also in all those around themselves, ensuring that relationships inside and outside the work-place are developed and maintained for the years to come. Real leaders are compelled to give back and create a cohesive loop of economic stability.

The mindset continually makes the Mid-west an economic workhorse, encouraging growth through innovation and support. Countless small businesses are shining ex-amples of Midwestern know-how by hiring local and keeping true to regional ethics. Understanding that strong communities and strong businesses are linked has made a successful economic model. It’s innova-tive entrepreneurs that keep this ball rolling, and in this edition we hope to shed some light on these local stars. The FIRM

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7 Fresh Off The Firm The Firm Business Brokerage has over

$80 million dollars in Assets Under

Management of current cash flowing

businesses for sale—from medical

practices to commercial services to large

manufacturing companies.

by Cortney Sells president/editor


3Winter 2016 The Firm Deal Review

4

Net Worth Cash vs. Accrual Basis Accounting

written by Angeal Boone, CPA; Boone & Associates


Every business must make a

choice between ac-crual basis and cash basis accounting. This is an important decision and can be confusing for busi-ness owners. There are benefits and drawbacks to each.

With accrual basis accounting, you’ll recognize and pay tax on your income at the time you earn the income, even if you haven’t been paid yet. You’ll also deduct expenses at the time the expenses are in-curred, regardless of whether you’ve paid them yet.

With cash basis accounting, you won’t rec-ognize or pay tax on your income until you

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receive the money. You’ll deduct expenses when you actually pay them. Most small businesses and individuals use cash basis.

In industries such as healthcare, where there can be a gap of two or three months between providing services and being paid, the accrual basis provides a clearer picture of your month-to-month operations.

This is because your financial statements will reflect what you actually earned, rather than what you collected. Using accrual basis may be required by the IRS if your business maintains inventory, or if your sales are over $5 million per year.

In addition, if you need audited financial statements, you will be required to use accrual basis accounting. Accrual basis ac-counting generally provides a more accu-rate picture of your operations, but does not

clearly show the cash flow of the business. This can make it hard to keep track of how much cash you have on hand.

The main benefit of using cash basis is that it is simple and easy to understand. The bookkeeping is very straightforward. However, the timing of cash receipts and disbursements can be somewhat random, so there may appear to be months with unusually high or low profits due to timing, when things are actually quite stable. Cash basis financial statements also give a clearer picture of the cash flow of the business.

When purchasing or starting up a new business, it’s always a good idea to consult your tax advisor for specific advice on your particular needs. THE FIRM

Angeal Boone


http://www.zaissco.com

The Mastercraft is one of the city’s most vibrant hubs for creative types, so it’s no

surprise that the space is also the home to some of Omaha’s most innovative software solutions.

Volano Solutions was founded in 2007 in a 220-square-foot cubbyhole of an office. Flash forward to today and owners Don Stavneak and Rod Smith now direct a team of 21 knowledge professionals who create and implement custom-tailored workflow software for local businesses.

Developing A SuccessMaking Their Clients More Efficient

written by Maureen Tierney


As co-founders with strong backgrounds in coding and software development, Stavneak and Smith have created a com-pany “built by developers for developers.” Both have a keen understanding of what it takes to find bugs or create software solu-tions, but the business feels its strongest point may be in being able to understand and implement a client vision.

The software evolution that has become Volano started when Smith and Stavneak began working together at different com-

panies 15 years ago. Smith’s experience in software sales during the early days of the PC showed him “the power of software” and compelled him to begin building it in his free time. And when most kids were being read The Cat in the Hat, Stavneak began tinkering with code as a 4-year-old.

Together they offer a model for success that begins with building momentum in the very first encounter with a potential client. Indeed, the company name itself is from the Italian for “flywheel.” >

VOLANO STRIVES TO NOT JUST MERELY “BUILD SOFTWARE.” THEIR AIM IS TO ESTABLISH DEEP AND BROAD RELATIONSHIPS TO ENSURE THAT THEIR SOLUTIONS WILL POSITION CLIENTS FOR SUSTAINED GROWTH AND SUCCESS.


The Firm Deal ReviewVOLANO SOLUTIONSYears in Business: 8Employees: 21 Annual Client Base: 40Industry: Software & Programming Owners: Don Stavneak & Rod Smith

Rod Smith & Don Stavneak

6


< The owners believe it is vital to “see first-hand [client] business challenges and needs, to understand their vision, and then engage in a long-term relationship,” Stavneak says.

The business now manages about 90 proj-ects for 40 clients every year.

Smith adds that they seek “good, healthy businesses” that can “paint a virtual can-vas and have Volano build it.” But Volano strives to not just merely “build software.” Their aim is to establish deep and broad relationships to ensure that their solutions will position clients for sustained growth and success.

The driving force behind this model is dif-ferentiation, which Stavneak defines simply as “doing things a bit differently than the next guy.” Volano creates this backbone philosophy by focusing first on hiring for

“attitude and aptitude [and] allowing the rest to fall naturally.”

It’s a philosophy that relies on a commit-ment to continuous, lifelong learning and improvement. Employees are allotted four hours a week to focus on improving both themselves and Volano, whether that be keeping up with new technology or serv-ing in the community. It’s this cornerstone of the right people working together that leads to the building of professional rela-tionships “beyond sitting next to each other” at work, Smith says.

Both Smith and Stavneak agree that keep-ing success local benefits the business as much as does cash flow. Meeting with cli-ents in person develops bonds and removes the pressure of “leading with a product.”

Not only does this allow for diversification and growth, but it also promotes the kind of creativity that leads to continued cus-tomer satisfaction, proving that engaged employees make for an engaged clientele. THE FIRM


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Fresh Off The Firm: Featured Listings for Sale

**Remotely Operated Supplement & Nutrition Stores OWNER’S PROFIT $996,214 PRICE $5,100,000

This business and brand is a leading provid-er of nutrition and supplements with units in Wisconsin, North Dakota, and Minneso-ta. The current owner operates the units remotely from Nebraska.

Cozy Rustic Midtown BistroOWNER’S PROFIT $46,308 PRICE $136,000

Open kitchen concept, European-style bis-tro offering a fresh selection of lunch and dinner items using many locally sourced ingredients and handcrafted meats.

Dog Daycare & Boarding with 3,200 ClientsOWNER’S PROFIT $118,306 PRICE $390,000

Owner oversees 10 hours per week of this upscale pet boarding and spa with more than 3,200 clients and a reliable, full operational staff. The passionate and well-trained staff offer personalized care and exceptional service in high-end dog daycare, boarding, and grooming.

Sales, Install, and Service of Security Equipment OWNER’S PROFIT $107,224 PRICE $240,000

Banks, jeweler, hospitals, and several other business types utilize the services of this 15-year-old business! Focused on financial and security equipment sales and service, this business serves a client base through-out the Midwest.

Hauling & Brokerage Services for Livestock & Agriculture OWNER’S PROFIT $746,236 PRICE $5,250,000

Livestock and grain hauling is the main focus of this business. Experienced em-ployed and subcontracted drivers offer the company the ability to haul to all 48 con-tiguous states. Business has over $5MM in assets included in price.

Franchised Restoration With Carpet Cleaning OWNER’S PROFIT $150,351 PRICE $430,000

This successful franchise has been around for over 60 years! They offer a variety of cleaning services including carpet, air duct, wood floor, and drapery that appeals to the homeowners seeking top-notch maintenance for fixtures and furnishings in their homes.

Rentable Inflatable Business OWNER’S PROFIT $24,362 PRICE $62,000

Working only two days a week currently, this inflatables-renting business owner is pro-ducing a 91% profit margin while being one of the best full-service bounce house rental companies in town. This company is one of the few bounce rental businesses in Omaha, Nebraska, that is certified by SIOTO.

High-End Gutters Distribution; Owner Only Responsible for Sales & SchedulingOWNER’S PROFIT $145,200 PRICE $315,000

This business is a dealer for high-end rain gutter covers. These products are con-structed of high-quality aluminum and sur-gical-grade stainless steel, and are strong enough to hold up to four feet of snow or 20 pounds of debris! Installations occur from March to October.

** Broker’s Choice | 90+ Available Business Opportunities For Sale please visit TheFirmBusinessBrokerage.com for Details



Joe Heieck

The Firm Deal ReviewGIS WORKSHOPIndustry: Geographic Information System (GIS)Established: 1999Reason for Sale: RetirementServicing States: Six and expandingEmployees: 20Year Purchased: 2015

Using GIS Mapping: Battlefield to Homefront

Mapping Out A Growth Planwritten by Maureen Tierney | photography by Bill Sitzmann

On a day that changed so many lives, Joe Heieck made a decision that would

forever change his. As a college student on 9/11, Heieck was compelled by that day’s events to answer a grieving nation’s need by joining the United States Armed Forces.

After careful consideration, Heieck set-tled on the Navy, not realizing that this move would shape not only his life but his career as well. He was taking his first steps into the world of geographic information systems (or GIS) and laying down the path to the future acquisition of Lincoln’s GIS Workshop.

A graduate of Notre Dame and Harvard Business School, Heieck was drawn to the power of GIS as it allowed for “good think-ing skills [and] to connect with people and gather information through intelligence” with the system that is a foundation of the Navy’s analytical platform. As a lieutenant

A Publication of The Firm Business BrokerageA Publication of The Firm Business Brokerage

GIS ALLOWS PEOPLE TO USE MAPS TO GET SOMEPLACE BETTER, WHATEVER THAT PLACE MAY BE. THE SOFTWARE INVOLVED ROLLS CARTOGRAPHY AND

TECHNOLOGY TOGETHER AND TAKES THEM TO A WHOLE NEW LEVEL. HEIECK REFERS TO THIS AS A “DIGITAL ENVIRONMENT.”

in the Office of Naval Intelligence, Heieck worked closely with the Navy SEALs. But when he left after eight years of active duty and embarked on his Harvard MBA, he was not yet thinking of transferring his knowl-edge of GIS into the civilian arena. Rather, he was learning leadership skills and the perspective of an entrepreneurial CEO. Hei-eck didn’t consider himself “a start-up guy.” Upon graduation he would look instead to

“take an existing business and improve it over time.”

It would take a year of looking at 200 busi-nesses in every industry across the Midwest and Rockies before “the stars aligned with the right fit and characteristics” to suit his abilities. It just happened to be that the right fit was up the native Nebraskan’s al-ley and called for his Naval training in GIS. So in January 2015, Heieck settled on GIS Workshop, a company started in 1999 that became available when the owner decided to retire.

“Everyone’s seeking information and to get to a better place,” Heieck says. “The heart of information is maps, whether it’s to map a career or New Year’s Resolutions.” GIS seeks to streamline technology to place information and data on a map so that pat-terns and solutions can be determined. GIS allows people to “use maps to get some-place better, whatever that place may be.” The software involved rolls cartography >


10

< and technology together and takes them to a whole new level. Heieck refers to this as a “digital environment.”

GIS systems require highly intelligent soft-ware that integrates, among other things, GPS, aerial and multispectral imaging (a technique that captures data at specific fre-quencies across the electromagnetic spec-trum) to best capture and utilize information, whether it be locating every light pole in an area or doing groundwater studies. GIS Workshop’s biggest client base is local gov-ernment or, as Heieck puts it, “the bread and butter throughout the Midwest.” He highlights the challenge of gathering infor-mation in rural environments by stating that

“small counties and towns face the challenge of finding talented people to gather needed data and end up outsourcing” this task. GIS Workshop fills this need with “cost-effective software and all the GIS support” possible. Heieck and his team “offer 100% support and the technicians to perform all edits.” Distance is not a major factor in doing busi-ness. The strength of the software and the talent of GIS Workshop’s developers leave clients feeling as if they are in the next room from the help they need.

In fact, Heieck has clients in six surround-ing states and looks to expand further across the Midwest and Rockies. He plans to utilize both organic and inorganic growth, stating that a good business model doesn’t

“push into a territory with its own sales force” but looks into an established arena and takes advantage of the relationships in place. This also applies to GIS Workshop’s development and implementation of soft-ware. Those working directly with the soft-ware on a local level are highly involved in the construction of databases.

Now almost a year into his tenure as CEO of a small GIS company, Heieck makes a point to use the software every day. While he leaves coding and development to his experienced team, he strives to continue to learn the business inside and out. He has a natural ability for communicating and works to “get to know customers and understand


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their needs and how to fit [GIS Workshop] into their success.” Beyond helping his team of 20 to do their best work, Heieck contin-ually works to reach out and talk to clients. It is because of this that GIS Workshop can mainly rely on word of mouth to gain new clients and reach into new areas. The add-ed personal touch of open communication with customers certainly appeals to the de-meanor of GIS Workshop’s rural base.

For Heieck, the act of gathering informa-tion isn’t enough to answer the need for data. “People sit on a lot of information and that information is telling a story,” he says. While the data might not produce a story visible to the eye, it can be “manipulated to show the story and let you know where to go.” Heieck also applies this philoso-phy to the running of GIS Workshop. His immediate focus after the purchase was to professionalize the existing business. While he is present for his team on a daily basis as a leader, he enjoys the challenge of the bal-ancing act of working on the business and working in the business. Like any good CEO, Heieck makes sure to surround himself with the right talent to make this a possibility.

What is perhaps unique about GIS Work-shop is not just the scale of technology and software used, but the enthusiasm that Heieck has for his company and the industry it serves.

“I believe wholeheartedly that [GIS Work-shop] is the best in the Midwest,” he says. Not only is he continually impressed by the power of information, but also by the tech-nology that brings it to focus is also a source of excitement. The continued improvement and use of software ensures that “the power of maps is the sky’s the limit.”

It seems the same is true for Heieck and GIS Workshop. THE FIRM

The Firm Business Brokerage successfully sold this business in 85 days.



http://www.busadswork.net

12

Bartender to Business OwnerAmanda Ransom profits from her passion.

written by Kathy Rygg

The Firm Deal ReviewSTOLI’S LOUNGEReason for Sale: Moved to ColoradoDays on Market: Under 120 DaysBusiness Established: 2005Location: 120th and Dodge Street

Amanda Ransom loves being behind a bar. She started bartending at age

19, and even after exploring different fields in college, she found herself returning to bartending. Over the years she realized she finally wanted to go into the business for herself. Ransom spent several months looking for the right opportunity, and when it finally presented itself, she set things in motion.

if you come in by yourself, it’s hard not to have a conversation within five minutes of sitting down.”

The process of purchasing the business went smoothly, which Ransom attributes to having a business brokerage like The Firm serve as the mediator between parties. She also says knowing what you want and having a business plan is key to buying any business. “You’re going to succeed if you’re passionate about it, but you also need to know the business,” she says. “Do your research ahead of time.”

The partnership turned out to be the right move. The experience of Ransom’s partners is valuable when she needs to make big decisions, but she is in charge of daily oper-ations. “They didn’t just invest in a business, they invested in me, and they trust me,” she


Ransom approached two colleagues who had invested in other businesses within the industry, and the three agreed to form a partnership. In February 2015, they com-pleted the purchase of Stoli’s Lounge off 120th & Dodge Street. “The location was perfect,” Ransom says. “It’s right in the middle of the city with a good mix of busi-ness and residential, and it’s easy access off of the interstate and off of Dodge. When you market right, you can pull in all that clientele.”

The bar quickly underwent a renovation. Ransom says she liked the bones of the space, but it needed to be cleaned up.

“The color scheme is much better now, it’s clean, classy, has better drinks, and is a place where women can feel comfortable, which is what I wanted,” she explains. “It’s a good melting pot for people, and even

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says. “It’s a great working relationship, and I think we have a good thing going.”

Because she’s been in the business so long, Ransom knows what works and what doesn’t. She likes the fact there isn’t a kitch-en, which adds a lot of costs to any bar, but food trucks often park right outside. Stoli’s has a heavy emphasis on NFL Sundays and also has theme parties every few months. Next year they plan to put in an outdoor patio as well.

“Once we get people in the door,” she says, “they love it, they stay, and come back again.”

Even though the first year is going well and Ransom is pleased with the result, she recognizes the need to keep improving and the importance of working hard.

“Owning a bar is a lot of fun, but it’s still a business,” she says. “This is where I belong and what I’m good at. I’m on cloud nine and look forward to doing this for the next 30 years.” THE FIRM

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“YOU’RE GOING TO SUCCEED IF YOU’RE PASSIONATE ABOUT IT, BUT YOU ALSO NEED TO KNOW THE BUSINESS. DO YOUR RE-SEARCH AHEAD OF TIME.”

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14


I have evaluated hundreds of opportuni-ties and have owned dozens of businesses.

One rule that I have found is that nearly all businesses are seasonal to some degree. Some obvious examples are lawn-mowing firms and companies that sell team gear to high schools and colleges. The first is seasonal due to weather, and the latter is due to the ebb and flow of a different type of season—sports. Especially with summer vacation and other breaks, the window of opportunity for making it in the school mar-ket is abbreviated.

Whether you are a banker or a poten-tial buyer of a business, it is critical to understand the relative seasonality of any company.

of construction equipment find December to be a busy month because they sell big-ticket items that may have tax implications.

• Do your products have anything to do with kids being in school? Partially to protect the tourism industry, the state of Iowa recently made it illegal for schools to start before a certain date.

• Is your product a luxury? Owners of affordable housing will see lower amounts of seasonality than sellers of wakeboard boats.

• What does the weather itself have to do with your business? Lawn irrigation companies basically shut down from December to March.

What can you do to combat seasonality? Many owners actually enjoy that aspect of their business. I know several that simply do not work during non-peak months. They cherish time with family. They hunt or fish. They travel. It’s all part of their plan and what works for them.

Others like to diversify in a way that coun-terbalances seasonality. That’s why a lot of lawn and landscaping businesses also do snow removal.

Whenever you are evaluating a business, it’s important to understand that most of them are seasonal in some way. And it’s im-perative for you to understand the reasons for that seasonality and plan accordingly. THE FIRM

Strategic Ownership Owning Multiple Complimentary Businesses

written by Dave Paladino

The primary question to ask is “Who is the customer?” Many business owners that are deep in the weeds—or are trying to sell—can be tempted to say that there is little seasonality to their success.

I advocate a deeper analysis, and here are some questions that I have found to be invaluable:

• Is your customer a business or a consumer?

• What is the sales cycle? A software package that runs a real estate company that has a long sales cycle will be less seasonal.

• What are the tax ramifications of purchasing your product? Sellers

Dave Paladino

The Firm Deal ReviewDAVE PALADINONumber of Employees: 41Current Businesses Owned: Three—Dino’s Storage, Landmark Group, and Paladino Development GroupBest Advice: Diversify, diversify, diversify!


The Firm Deal Review• Cash Flowing Businesses For

Sale: 105• Current Assets Under Manage-

ment: Over $80MM• Professionals: In-House Counsel,

Internal Accountant, Paralegal, Research Analyst, along with nine other full-time Industry Experts

• Competitive Advantage: Our People—we boast the largest full-time staff of deal specialists and Our Proprietary Process—confidentially pairing Buyers & Sellers

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Executive Impact Confidentiality is at the core of business.

written by Kathy Rygg

Buying or selling a business is all about relationships, and at the heart of ev-

ery good relationship is trust. It starts with establishing trust between the business brokerage and the client. That trust comes through both parties agreeing to protect sensitive information about the business and its inner workings. A legal agreement in the form of a Mutual Confidential Disclosure is necessary to help ensure those expecta-tions are clearly outlined and understood by both parties.

Business owners have often spent years working hard to build their company, so it’s only natural they are hesitant to share infor-mation. They don’t want their intellectual property to get in the hands of competi-tors, other clients, or even friends. It’s no different than not wanting to share personal or financial information with your neighbor down the street. “Once the client under-stands that we are providing a service to

them and trying to learn more information so we understand the business, then they feel more comfortable,” says Susanne Mill-er, In-House Legal Counsel for The Firm Business Brokerage.

But that trust and understanding must extend both ways. Not only does the client need to feel comfortable that the broker-age representing them will protect their information, the brokerage company needs to feel comfortable that the client won’t share information about their process as well. “The Mutual Disclosure Agreement puts legal obligations upon both parties when dealing with confidential information,” Miller says. “Just like a client doesn’t want us to share their information, we ask that they do not share our process.”

Just what type of information does the Mutual Disclosure Agreement cover? It applies to all business and technical infor-

mation, including specifications, drawings, software, current and future business plans, product samples, and written, electronic, and verbal descriptions of products. How-ever, it does not apply to information that is generally available to the public. And any information shared is specifically for the purpose of evaluating a possible busi-ness relationship.

Having a formal agreement in place gives both parties one less thing to worry about. “Clients feel more secure when there is a contract that obligates us to do what we say we are going to do,” Miller adds. “We sign this document with every seller and with every buyer to set the relationship ex-pectations right away.”

And having that trust from the beginning is what helps set the tone for a successful working relationship for everyone involved. THE FIRM

Susanne Miller, In-House Legal Counsel for The Firm Business Brokerage


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