Why You Should Sell Your Company Now with Andy Cagnetta

July 14, 2022

 Expert CRE Secrets Podcast

Andy Cagnetta is a recognized leader in the business brokerage industry and the South Florida business community. Experienced in selling hundreds of businesses throughout South Florida as an agent and owner for Transworld. Specialize in mergers and acquisitions, especially technology-related, manufacturing and distribution businesses. A Certified Business Intermediary through the IBBA (CBI)


A skilled negotiator and recognized national trainer of negotiation techniques. Specialize in mergers and acquisitions, especially technology-related, manufacturing and distribution businesses. Extensive business appraisal training through IBA. Andrew Cagnetta envisioned even more growth. It wasn’t long before United Franchise Group CEO Ray Titus and Cagnetta teamed up to form a partnership and offer Transworld Business Advisors as a franchise.


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Why You Should Sell Your Company Now with Andy Cagnetta

Brett:

I’m excited about our next guest, let’s face it in today’s economy, there are more people looking to buy and sell businesses than ever before. When a company owner needs to sell their business, they can’t just stick a sign for sale sign in the window, they need the assistance of a business broker to locate and vet potential buyers. On the other side, buyers rely on the broker to help facilitate the process of evaluating potential businesses in franchise franchises for sale, and our next guest is the CEO and I believe me perhaps even the founder of Trans World business advisors, and he is here to offer so much wisdom for us and talk about why you should sell your company now. Please welcome show with me, Andy Cagnetta. Andy, how are you doing?


Andy:

Brett, how are you?


Brett:

I’m better than I deserve. excited to have you on the show. For our listeners getting to know for the first time, would you give us a little bit more about your story and your current focus?


Andy:

Sure, actually, I am not the founder, which is great because I did what a lot of people are doing out there in the world. I came down to Florida looking to buy a business, met with a bunch of Business Brokers who felt like it was in a used car salesroom ran into Transworld one day super nice people. They invited me to join the company, and then I bought it. I bought it two years into my stint as a salesperson, I grew the company from one office to 10 offices, which we still own and operate in Florida, and then to further expand across the world, we decided to franchise with a partnership with United franchise group, and now we have 200 offices, 700 people selling lots of businesses. that’s it in a nutshell.


Brett:

Thank you so much for clarifying that, because there’s a lot going on there, and really cool. You bought basically bought a franchise and you’ve expanded it on multiple multiple offices now. before we dive into why you should sell your company now, why we think it’s the best business environment, perhaps in the history of selling businesses. I want to take one other step back, I want to listeners and myself to get to know you a little bit better. I want you to go back maybe to your high school college days, I believe I’ll be given certain gifts in this life, and these gifts have been given to us to be a blessing and help to others. Some people call these strengths some people call them superpowers. I think their God-given gifts and they’ve been given to us and to help and bless others. What are those one or two gifts that you believe you were given? And how does that help you help people today?


Andy:

I think I was given the gift of empathy by my grandfather. He was a wonderful guy. He was a union foreman for a bookbinding shop. I think I was given that gift. I was also given the gift of education, Lehigh University that my parents paid for. I think that was an incredible gift, and I met some wonderful people there that I actually went into business with later that helped finance Transworld and take it to the next level. I’ve been given many gifts along the way.


Brett:

I get empathy, empathy, the gift of education, the gift of other people helping you to excel in your career along the way. Very cool. Now let’s dive right into the topic at hand. What’s the number one reason why a listener who has a company, has a business? Why should they sell or consider selling right now?


Andy:

There are a few reasons I guess the main reason is demand right, there’s more buyer demand for businesses than ever before, and that could be pointed to a few reasons. One of them is the availability of money and how cheap it is. That is an incredible opportunity right now, and the other thing is that there’s just not a lot of inventory out there in the world to sell, and I think that’s changing. By the way. I do think baby boomers are coming to the market again. But a lot of people decided to hold on through this pandemic, and I think it created kind of a perfect storm to sell your business.


Brett:

More demand than ever buyers wanting to buy interest rates being lower than ever so money is cheap to borrow to be able to buy, and then there’s inventory kind of got, I guess stopped or things got delay during the pandemic. People probably don’t want to like sell their other their baby, they’ve been working for 10, 20, 30 years, and in a down year and so, all this, all the pivot all improve it or just hold on to that I don’t want to sell it at a discount. Is that a fair summary?


Andy:

That’s great. I agree with that, and there’s tons of private equity money out there too. The markets are crazy people are making money, and so there are available funds to make investments and companies are making more profits than ever. The strategic buyers, the M&A buyers, the private equity, the family offices, all this wealth is looking for a home, and when money interest rates are so low, you have two choices, basically, you got to dump it in to try to build a company or in private equity, or you got to, take your chances in the stock market, which people might feel is kind of overinflated at this point.


Brett:

That makes sense. What’s the number-two reason why you might consider selling your company right now?


Andy:

Because the baby boomers, so the numbers are just they’re not, can’t be denied that $12 trillion worth of private equity has to change hands, and a lot of those companies out there that need to sell the baby boomers are well into their 50s, at a minimum, at a maximum, they’re in their 70s, and those baby boomers are still holding on to their companies. Yes, people are more healthy than they used to be. But a lot of people are looking at this pandemic, saying, hey, it’s time for me to sell when that amount of businesses comes to the market. I think for the first time in 25 years, or maybe the second or third time in 25 years, we’re going to see it flipped from being a seller’s market to a buyer’s market because there’s just going to be too much business on the market. You want to beat that you don’t want to come in at that time.


Brett:

You want to sell and it’s a seller’s market, and when there’s low inventory, and you want to be early versus waiting when everyone’s trying to sell it’s pretty common sense economics. Is that a fair summary?


Andy:

Guns and butter, I guess, you just got us. It’s supply and demand.


Brett:

What’s the number three reason if you can think of one right now why you should consider selling your company right now?


Andy:

After this pandemic, have you looked at your life and said, If I am not truly enjoying what I’m doing, or you are getting to an age where it’s time for you to look at life in a different way, or spend time with your family. I mean, after this pandemic, shouldn’t we all look at ourselves in our lives and say, maybe there’s a better way to do this. I think just introspectively it may be a great time to sell your business.


Brett:

I couldn’t agree more. That’s so true. Because one thing I try to pray and remind myself of is how short I have been on this planet. 38 now five kids 12 years of marriage, oldest is 11. Youngest is three, and men time feels like it’s going faster every day, every week, every month, and it’s probably part of the season we’re in with our lifestyle stages with the kids 24. Seven, but it’s also part of this, this ever-increasing technology pandemic, work-from-home environment, and you’re right, you have to ask yourself, Am I truly enjoying? If you’re not? Perhaps now’s a good time to sell? Is that a fair summary?


Andy:

I mean, and there are alternatives. There’s, this is the greatest time I’ve ever seen for people to change careers, or maybe get a different education or get into a gig economy or do something that they truly love to do. Again, there’s a lot of money out there, and maybe your investments have gotten to the point where you can take that pause in your life, and as you said, My kids are 25 and 26, and they’re gone. Me, I don’t have that opportunity to enjoy them on a daily basis anymore, and so would have gotten back maybe worked less. You’re right in the thick of it right now, and, all I can say is enjoy because it does and, you don’t want to look back and say I should have done this or that.


Brett:

Thanks so much for that encouragement, I appreciate that. Maybe number four is the number four. We talked about it, there’s more demand than ever right? inventory is very low. The demographics and the baby boomers and the pandemic give clarity on being introspective, and when I’m really enjoying what you’re doing. Is there a number for that kind of comes to mind, Andy?


Andy:

It might be a really good time to sell to another company. I think for the first time I’m seeing small businesses get smart. I think there’s a big education going on out there in the world where you can get information about anything, via podcasts or YouTube or anything like that. People are learning that they can build their business through acquisition. I think there are more acquisitive companies, small company companies out there on the hunt, and again, SBA financing is a gift that keeps giving, since they raised it from $2 million to $5. billion, almost a decade ago, and because of the incentives that they had through late in September of this year, they’re ending, of course. I think it’s a unique time for other people to borrow money to basically buy businesses.


Brett:

Actually, it’s an opportunistic time to sell or merge with another company. Seeing what’s going on as well as SBA financing being very favorable as well. Fantastic. Now, let’s shift a little bit and what are some questions that, if someone’s considering selling their business, that they should be asking that they’re not asking that you’re like if I could talk to every, let’s call it one to $5 million EBIT (Earnings before interest and taxes), right company. Would they sit down with you, and they’re just so focused on growth, growth without preparing themselves for selling? What’s the one or two questions they should be asking themselves right now?


Andy:

Well, am I building my company to eventually sell do am I building value, like you said, I mean, growth, growth, growth, growth, but sometimes growth isn’t a good thing. I mean, you might have a customer concentration issue, where you have one customer, it’s great. But again, the margins are small. If that one customer goes away, or one supplier goes away, you’re in a tough, a tough position. There’s nothing wrong with meeting with someone like myself, or someone like an advisor saying, what should I be doing over the next three years? Because that’s really what counts. I mean, when everybody goes to look at a business, the banks are looking three years back, they’re looking at current financials, that’s the other thing they need to be currently making money and continue to make money. You don’t slow down your business and then sell you have to sell on its way up.


Brett:

Developing a vision and a plan and, and selling with the end in mind, if you will, are preparing to self within the mind, and what should I be doing over the next three years, and then meeting with someone like Andy Cagnetta, by the way, can learn more about Andy Cagnetta. At TWorld.com, it’s TWorld.com. There’s wisdom and lots of advisors, and getting these perspectives and getting these thoughts and look, and I imagine and you’re doing a lot of this at no cost, no charge in that with the hopes of listing and selling represented representation, but maybe not. But would you talk about a little bit of how you offer that service? What does that look like?


Andy:

Listen, we do it for no cost a lot. In fact, one of my dearest agents who happens to have retired, he used to say, where we do a lot of public services, and we do well, I’m a fan of entrepreneurs love to sit down with you, I just sat down with a longtime friend, she just gave me five years worth of financials, because the last two years, of course, are an anomaly, and we have to kind of look back five years now, to get a real feel for what’s happening in 2021 2022, and, she wants to know how best she can exit her business and when she could, and I think I’ve almost convinced her that she’s ready to go now. But that’s to be seen in the next few months. But, we’re more than happy to sit down with people, and they need a good team. Brett, they need people like you because there are taxes that are going to be involved. Now, that could have been the fifth reason why you want to sell because you’re afraid of what’s going to happen with the capital gains taxes moving forward, I always try to advise people that you’re trying not to time the market so much based on taxes because you’re going to pay taxes anyway. But you should have someone in your corner to set it up to make sure that you’re not going to pay as much tax as you think you are.


Brett:

And we actually, when we talk advise our clients is, is really 2 Exit Plans, there is the Capital Gains Tax and Estate Tax Exit Plan, and then there’s the actual selling and getting with like any cognitive to actually execute the sale to get the buyers to compete for your, for your, for your business or your company, and, and to get the highest price in the best terms, and where people get in trouble at and maybe you can shed some light on this is when they try to merge the two all into one. I could even maybe liken it to your previous statement about the three years in advance. They try to show up, okay, now I’m finally ready Indian, they’re like, three years ago, we could have done A, B, C, D, E, F, G, H, I, J, k, and you’re showing up wanting to do this in the next three, six months, and they’re like, you’re right. Maybe I need to wait another two or three years and do the things that should have been doing. Likewise, when people can’t show to us? They’re like, I’m selling and are closing in a week and a half, and I’m like, congratulations, and I got millions of tax and I’m like, so can you put the pieces back together? It’s like a car wreck about to happen. I’m like, well, maybe right. But part of what we do at the Deferred Sales Trust is if you got I set these things up prior to a certain point where the transaction goes too far, it’s known as a constructive receipt. We always say is preplan and plan and preplan the plan. really make sure that you got a clear exit plan, and then you’ve got a clear advisor to help you actually sell and list so any thoughts and wisdom on that Andy?

Why You Should Sell Your Company Now: “The gift of empathy and also given the gift of education. I think that was an incredible gift, and I met some wonderful people that I actually went into business with later that helped finance Transworld and take it to the next level.” - Andy Cagnetta

Andy:

You have to have the right team. Planning is so much better than, the buyer sale or getting rid of it now because that’s when we can’t, we don’t have enough time to create a good p&l over the next few years to make sure that any bank or any private equity group would want to fund that business, and then you wind up having to be the bank, and if somebody has to be the banking, carry a lot of seller financing, or they have to do an urn out because they don’t have the right customer mix. They don’t have the right books and records or they played with inventory on their balance sheet. It could be a myriad of reasons why it’s a mess, we would love to get in there two or three years beforehand, sit down with someone like yourself, their CPA, their attorney, their investment advisor, and make sure that their personal side is all set up, ready to go, and they have a plan to move forward. Where we can be an integral part when it’s our time to jump in, and you create, you hit the nail on the head when you say we’re there to get the right buyer to create competition, make sure they get the best price in terms for both but for everybody, especially the seller gets the best price in terms for their business.


Brett:

Sometimes I think the analogy of like a Roman Legion, and we all have our shields end and you get your shield and get the spirit and it comes out of the side of the shield, and the clients in the middle and we’re all lining up. It’s their personal CPA, it’s the ad as the business prover m&a advisor, it’s their bookkeeper, it’s a Capital Gains Tax Solutions for that, Capital Gains Tax Deferral piece, and it’s the banker is the lender, and we’re all lining up, and as you build that dream team, get everyone communicating and working together, you can feel really safe and secure in the middle, and so that being said, How much do you feel like capital gains tax rates 30 to 50% of the gain, and depending on what state you live in, in the depreciation recapture. most business owners that we’re working with, have zero bases. Their startup from the beginning and they built it up, or they depreciate it over the years pretty much to zero, and to us, it seems like a huge, huge barrier to selling. In fact, if you don’t solve for that, most of the Business Brokers we work with, don’t sell the property or the business. What percentage of the deals do you feel like it’s a big hang-up?


Andy:

A lot. I mean, so certainly the people that are thinking about selling, and they want to retire and they have enough money to retire, but they really need that, that equity in their business to come with them, and a lot of times what happens to us is, say they’re getting a five-time multiple for their business, or even on a smaller business a three-time multiple and 40% is chewed up in taxes, or 50% is chewed up in taxes, and they say, wait for a second, I’m getting one time or two times for my business, I’ll just stick around for 24 months. Now they do have to pay taxes on that, but, and they have the risk of that moving forward. But again, they’re doing that math in their head, and it’s going to get worse, there’s no doubt that taxes have to go up that the governments gonna have to pay the bills someday, I don’t know when but someday, somebody’s gonna wake up and say, we got to pay some of these bills, and they’re gonna have to collect more taxes, and so capital gains will go up.


Brett:

I know, I couldn’t agree with you more, and I want to kind of hone down on what you just said that they want the equity to come with them, as opposed to just doing a seller carry-back where it’s not going with them, and it’s just being paid in installments, and there’s one benefit to that for sure because you’re deferring the capital gains tax and the income tax for perhaps that two to four year period. But we found as a traditional installment sale is like the old blockbuster, and the main reason is you’re tying all of your hopes on that person to perform right. In other words, you’re not diversifying the collateral, and the last thing that business owners do, especially if they’re baby boomers has to foreclose and take the business back that’s perhaps been torn into pieces or ran poorly, and it’s worthless, and so with the Deferred Sales Trust, they have the ability to sell, still do an installment sale. But ask the buyer to come with all the cash, and then they can take the equity with them, meaning it can be diversified into stocks, bonds, mutual funds, investment, real estate, start new business ventures, they can diversify the collateral. talk about that piece about you said equity to come with them. What would that mean for them if they could have the flexibility to do a myriad of things versus just being tied to that old buyer?


Andy:

Again, if they mess with the books too often and there’s not enough business, I use the example say, the company makes half a million dollars a year but they missed, they really were very aggressive on their books. They did some crazy things that would cost a good soul there. inventory and they were able to chew that down to $200,000. Well, there’s $300,000, multiplying that three, there’s a million dollars worth of on bankable business Pro, business value, let’s say even if someone were to believe it after they unwound everything that they did to their business, to try to save on taxes. what happens to that million dollars is they have to carry the paper, and if you’re carrying the paper, then yes, you have all that risk in that one entity and that one buyer’s performance, if you’re able to get the buyer, they could go out and borrow that money, and by the way, you still have to pay taxes on it, and so if you’re able to, they’re able to borrow the money and get that cash at closing, and they have your program in place. Obviously, they could take that money, put it into the thrush trust and diversify it.


Brett:

Diversify and deferral, the capital gains tax, and also, they’re not short term notes, meaning typically a lot of these deals are structured three to five-year notes, with some kind of earn-out, and then or in and or they can even be early, there’s no prepay some of that some of the buyers are smart, and they go get an SBA loan, once they clean up the books for total 24 months, and then they end up paying them and I get people calling me going like it’s all coming here in a balloon payment. By the way, we can save that too, we can assign that it can sign that note to the Deferred Sales Trust to further tax, and then the trust can go for as long as you want you go 10 years, every 10 years, you can renew for 10 years, you can pass to your kids, and you can keep it going. But the transformation that I see for people is the peace of mind knowing that if they wanted to start another business, if they wanted to go buy some real estate, they wanted to go into partnership with their son or daughter or their friend, like they’re not having to feel like because it’s an emotional sales as much as a financial sale for these business owners, and that they don’t have to sleep thinking that I have to go back to where I just built for 20 or 30 years.


It literally it’s gone forever, you have the buyer, cash them out, go get an SBA loan, whatever, I don’t have to finance you, all of my capital is moving forward, it’s not having to ever look back again, and it’s diversified. Most of it can be liquid, and it can go on for as long as you want, and that’s the transformational piece that we found for our clients, by the way, can learn more about that at CapitalGainsTaxSolutions.com, that’s CapitalGainsTaxSolutions.com part of my story, I was a commercial real estate broker, and I was helping people buy and sell using the 1031 exchange, and these are 135 $10 million properties, and there’s a basically businesses, right that are buying real estate and owning that, and I saw all of and they saw people lose like half or everything because they didn’t sell at the right timing, which is part of what we’re talking about here, why you should sell now, if there’s even an inclination to sell, and if capital gains taxes holding you back, guess what and can help you sell, I can help you to defer the tax, and it’s a great combination when you bring the two together.


The next one I want to talk about which is kind of interesting, we’re doing a few really large transactions that have to do with the state tax Andy and I feel like this is kind of the elephant in the room. See the tiger is the by the tail you have is the Capital Gains tax, which you talked about 30 to 50% of your gain. But the elephant in the 40% of anything above 22 million married 12 million single, that’s set to expire, those exemptions are said to be good 12 married, six, single, maybe even seven marry three and a half single, they’re talking about that. talk about these very large transactions. I mean, we’re working on, we just did a client a $25 million client a $5 million deal moving outside of the taxable estate, and that’s gonna save the state 40%.talk about these larger deals that you’re working on, and how the estate tax is a big challenge, too.


Andy:

The funny thing is small, is not that small anymore.


Brett:

We’re talking about a state tax and any thoughts?


Andy:

I said what the amazing thing is that they’re not they’re very few small businesses anymore. Everything’s getting bigger. There are more profits out there. There’s inflation. These businesses to reach that $12 million, or even that $6 million goals that they’re they used to be classified small businesses now that everybody almost a lot of deals from getting into big business, and they’re going to have to start worrying about this stuff. I wish more people would plan like this. But like you said, it’s the fire drill. They’ve decided today, they want to sell their business and they want to sell tomorrow. This estate tax thing is obviously posting transactions for us. We don’t get involved in that a ton, but obviously, you do.


Brett:

Just remind everybody, this needs to be set up prior to the sale of your business, we’ve been like prior to even listing it right, it would be even cleaner. The last kind of drop-dead date has the buyer route all contingencies, and if they have, guess what, it’s too late, and those are the worst calls for us to have. Because businesses do not qualify for 1031 exchanges anymore. We can’t do 1031 on a business. The Deferred Sales Trust works for S corp, C, corp, LLCs, partnerships, it can separate partnerships, and it can literally move funds outside of the taxable state and one day without doing any insurance without doing any gifting, and it’s a beautiful thing. But you got to pre-plan and you got to take action, and we work on a no-cost consultation to just like Andy does to we don’t get paid unless you do the deal, and we’ll set up and pre-plan with your team. You can go to CapitalGainsTaxSolutions.com. That being said, and you’re running out of time. Are you ready for the lightning round?


Andy:

Sure.


Brett:

All right, knowing that, now if you go back to your 25-year-old self with the one Golden Nugget and make sure to tell yourself to do


Andy:

Marry my wife.


Brett:

You would have married her earlier? That’s a good answer like that. Second question. What’s the number one book you’ve gifted recommended the most in the past year?


Andy:


Chris Voss Never Split the Difference.


Brett:

It’s so good. It’s so much wisdom there. I just keep rereading it. I listened to an audiobook. I couldn’t agree with you more. Question number three. What are you most curious about right now?


Andy:

I am most curious about the music. I like I love recording music. I’ve been learning how to try to be a musical recording engineer, which is insane.


Brett:

That’s really cool. I like that. Next question. What’s your favorite leadership quote or theme that you strive to live by?


Andy:

I try to live by doing good deals for good people. I mean, we want to do the right thing in the community. I do a lot of nonprofit work. I really believe in giving back.


Brett:

Last question after all your success and with. By the way, TWorld.com and business brokerage, helping people build teams, going global with multiple offices in different countries as well. How do you stay centered in your values? How do you stay encouraged to charge forward to reach new heights?


Andy:

I think it’s just it was kind of inbred in me I guess. I like to work hard and again, I’m very involved in my community as far as giving back United Way life net for families which is soup kitchen Cleary center which is for campus safety, things that have happened in my life that I want to help others and so I think that keeps me grounded.


Brett:

Andy Cagnetta I want to thank you for being on the show and encourage you to keep using the gifts of being empathetic and also connecting with people in a way which through education, and through unlocking ways to sell businesses so they can create and preserve more wealth. For our listeners who want to get in touch with you remind them one last time what’s the best place for them to find you.


Andy:

TWorld.com or my email simple AC@tworld.com best way to get in touch with me.


Brett:

Thanks, Andy for being on the show also want to thank our listeners for listening to another episode of the Capital Gains Tax Solutions Podcast. As always, we believe most high net worth individuals and those who help them they struggle with Capital Gains Tax and estate tax when it comes to selling highly appreciated businesses. As well as cryptocurrency primary homes investment real estate, not having a clear plan is the enemy, and using a proven tax deferral strategy such as the Deferred Sales Trust is the best way for you to exit your highly appreciated assets to further tax eliminate some estate tax so you can create and preserve more wealth. If you have someone you think this episode could help out with, would you please do me a favor? Would you share it? Would you tag them? Would you in a post would you connect them with going by and encourage them to go to CapitalGainsTaxSolutions.com it could literally change their family tree and it could change and unlock an ability for them to sell right now and take advantage of these highly appreciated valuations low-interest rates. Any questions on that you go to CapitalGainsTaxSolutions.com. We so appreciate everyone out there and also streaming on eXpertCRESecrets.com for those who are listening there as well, we thank you and we hope you have a great day.


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