The Confidentiality Agreement

When considering selling their companies, many owners become paranoid regarding the issue of confidentiality. They don’t want anyone to know the company is for sale, but at the same time, they want the highest price possible in the shortest period of time. This means, of course, that the company must be presented to quite a few prospects to accomplish this. A business cannot be sold in a vacuum.

The following are some of the questions that a seller should expect a confidentiality agreement to cover:

  • What type of information can and can not be disclosed?
  • Are the negotiations open or secret?
  • What is the time frame for which the agreement is binding? The seller should seek a permanently binding agreement.
  • What is the patent right protection in the event the buyer, for example, learns about inventions when checking out the operation?
  • Which state’s laws will apply to the agreement if the other party is based in a different state? Where will disputes be heard?
  • What recourse do you have if the agreement is breached?

Obviously, executing an agreement does not mean a violation can’t occur, but it does mean that all the parties understand the severity of a breach and the importance, in this case, of confidentiality.

While no one can guarantee confidentiality, professional intermediaries are experienced in dealing with this issue. They are in a position to understand the extreme importance of confidentiality in business transactions as well as the devastating results of a breach in confidentiality. A professional intermediary will require all legitimate prospects to execute a confidentiality agreement.

A confidentiality agreement is a legally binding contract, enforceable in a court of law. It establishes “common ground” between the seller, who wants the agreement to be extensive, and the buyer, who wants as few restrictions as possible. It allows the seller to share confidential information with a prospective buyer or a business broker for evaluative purposes only. This means that the buyer or broker promises not to share the information with third parties. If a confidentiality agreement is broken, the injured party can claim a breach of contract and seek damages.

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Common Reasons for Selling

It has been said that the sale of a business is usually event driven. Very few owners of businesses, whether small or large, wake up one morning and think, “Today I am going to sell my company.” It is usually a decision made after considerable thought and usually also prompted by some event. Here are a few common “events” that may prompt the decision to sell:

Boredom or “Burn-out” – Many business owners, especially those who started their companies and have spent years building and running them, find that the “batteries are starting to run low.”

Divorce or Illness – Both divorce and illness can cause a rapid change in one’s life. Either of these events, or a similar personal tragedy, can prompt a business owner to decide that selling is the best course of action.

Outside Investors – Outside investors may include family, friends, or just plain outside investors. These outside investors may be putting pressure on the owner/majority owner in order to recoup their investment.

No Heir Apparent – In this scenario, no family member has any interest in the business; and the owner has not groomed his or her successor. Unfortunately, in this event the owner often continues to run the business until he is almost forced to sell.

Competition is Around the Corner – In this scenario, the owner would have been better off selling prior to competition becoming an issue.

A “Surprise” Offer is Received – This may be about the only reason not truly event driven; an unsolicited offer is presented that is too good to pass up.

Everything is Tied Up in the Company – The owner/ founder sometimes becomes aware that everything he or she has is tied up in the business. In other words, all the eggs are in one basket.

Should Have Sold Sooner – Owning a small to midsize company (or even a large one) is not without its risks. A large customer goes under, suppliers decide to increase their prices, trends change, business conditions change, etc.

Surveys indicate that many small company owners do not have an exit strategy; so, when an event does strike, they are not prepared. Developing an exit strategy doesn’t mean the owner has to use it. What it does mean is that a strategy is ready when the owner needs it.

A professional intermediary can supply a business owner the real world information necessary not only to develop a plan, but also to know how to implement the plan when it becomes necessary.

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Valuing the Business: Some Difficult Issues

Business valuations are almost always difficult and often complex. A valuation is also frequently subject to the judgment of the person conducting it. In addition, the person conducting the valuation must assume that the information furnished to him or her is accurate.

Here are some issues that must be considered when arriving at a value for the business:

Product Diversity – Firms with just a single product or service are subject to a much greater risk than multiproduct firms.

Customer Concentration – Many small companies have just one or two major customers or clients; losing one would be a major issue.

Intangible Assets – Patents, trademarks and copyrights can be important assets, but are very difficult to value.

Critical Supply Sources – If a firm uses just a single supplier to obtain a low-cost competitive edge, that competitive edge is more subject to change; or if the supplier is in a foreign country, the supply is more at risk for delivery interruption.

ESOP Ownership – A company owned by employees, either completely or partially, requires a vote by the employees. This can restrict marketability and, therefore, the value.

Company/Industry Life Cycle – A retail/repair typewriter business is an obvious example, but many consumer product firms fall into this category.

Other issues that can impact the value of a company would include inventory that is dated or not saleable, reliance on short contracts, work-in-progress, and any third-party or franchise approvals necessary to sell the company.

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Considering Selling? Some Important Questions

Some years ago, when Ted Kennedy was running for president of the United States, a commentator asked him why he wanted to be president. Senator Kennedy stumbled through his answer, almost ending his presidential run. Business owners, when asked questions by potential buyers, need to be prepared to provide forthright answers without stumbling.

Here are three questions that potential buyers will ask:

  1. Why do you want to sell the business?
  2. What should a new owner do to grow the business?
  3. What makes this company different from its competitors?

Then, there are two questions that sellers must ask themselves:

  1. What is your bottom-line price after taxes and closing costs?
  2. What are the best terms you are willing to offer and then accept?

You need to be able to answer the questions a prospective buyer will ask without any “puffing” or coming across as overly anxious. In answering the questions you must ask yourself, remember that complete honesty is the only policy.

The best way to prepare your business to sell, and to prepare yourself, is to talk to a professional intermediary.

© Copyright 2015 Business Brokerage Press, Inc.

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Is Your “Normalized” P&L Statement Normal?

Normalized Financial StatementsStatements that have been adjusted for items not representative of the current status of the business. Normalizing statements could include such adjustments as a non-recurring event, such as attorney fees expended in litigation. Another non-recurring event might be a plant closing or adjustments of abnormal depreciation. Sometimes, owner’s compensation and benefits need to be restated to reflect a competitive market value.

Privately held companies, when tax time comes around, want to show as little profit as possible. However, when it comes time to borrow money or sell the business, they want to show just the opposite. Lenders and prospective acquirers want to see a strong bottom line. The best way to do this is to normalize, or recast, the profit and loss statement. The figures added back to the profit and loss statement are usually termed “add backs.” They are adjustments added back to the statement to increase the profit of the company.

For example, legal fees used for litigation purposes would be considered a one-time expense. Or, consider a new roof, tooling or equipment for a new product, or any expensed item considered to be a one-time charge. Obviously, adding back the money spent on one or more of these items to the profit of the company increases the profits, thus increasing the value.

Using a reasonable EBITDA, for example an EBITDA of five, an add back of $200,000 could increase the value of a company by one million dollars. Most buyers will take a hard look at the add backs. They realize that there really is no such thing as a one-time expense, as every year will produce other “one-time” expenses. It’s also not wise to add back the owner’s bonuses and perks unless they are really excessive. The new owners may hire a CEO who will require essentially the same compensation package.

The moral of all this is that reconstructed earnings are certainly a legitimate way of showing the real earnings of a privately held company unless they are puffed up to impress a lender or potential buyer. Excess or unreasonable add backs will not be acceptable to buyers, lenders or business appraisers. Nothing can squelch a potential deal quicker than a break-even P&L statement padded with add backs.

© Copyright 2015 Business Brokerage Press, Inc.

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Do You Have an Exit Plan?

“Exit strategies may allow you to get out before the bottom falls out of your industry. Well-planned exits allow you to get a better price for your business.” From: Selling Your Business by Russ Robb, published by Adams Media Corporation Whether you plan to sell…

The Devil May Be in the Details

When the sale of a business falls apart, everyone involved in the transaction is disappointed – usually. Sometimes the reasons are insurmountable, and other times they are minuscule – even personal. Some intermediaries report a closure rate of 80 percent; others say it is even lower. Still other intermediaries claim to close 80 percent or higher. When asked how, this last group responded that they require a three-year exclusive engagement period to sell the company. The theory is that the longer an intermediary has to work on selling the company, the better the chance they will sell it. No one can argue with this theory. However, most sellers would find this unacceptable.

In many cases, prior to placing anything in a written document, the parties have to agree on price and some basic terms. However, once these important issues are agreed upon, the devil may be in the details. For example, the Reps and Warranties may kill the deal. Other areas such as employment contracts, non-compete agreements and the ensuing penalties for breach of any of these can quash the deal. Personality conflicts between the outside advisers, especially during the
due diligence process, can also prevent the deal from closing.

One expert in the deal-making (and closing) process has suggested that some of the following items can kill the deal even before it gets to the Letter of Intent stage:

  • Buyers who lose patience and give up the acquisition search prematurely, maybe under a year’s time period.
  • Buyers who are not highly focused on their target companies and who have not thought through the real reasons for doing a deal.
  • Buyers who are not willing to “pay up” for a near perfect fit, failing to realize that such circumstances justify a premium price.
  • Buyers who are not well financed or capable of accessing the necessary equity and debt to do the deal.
  • Inexperienced buyers who are unwilling to lean heavily on their experienced advisers for proper advice.
  • Sellers who have unrealistic expectations for the sale price.
  • Sellers who have second thoughts about selling, commonly known as seller’s remorse and most frequently found in family businesses.
  • Sellers who insist on all cash at closing and/or who are inflexible with other terms of the deal including stringent reps and warranties.
  • Sellers who fail to give their professional intermediaries their undivided attention and cooperation.
  • Sellers who allow their company’s performance in sales and earnings to deteriorate during the selling process.

Deals obviously fall apart for many other reasons. The reasons above cover just a few of the concerns that can often be prevented or dealt with prior to any documents being signed.
If the deal doesn’t look like it is going to work – it probably isn’t. It may be time to move on.

© Copyright 2015 Business Brokerage Press, Inc.

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The Devil May Be in the Details

When the sale of a business falls apart, everyone involved in the transaction is disappointed – usually. Sometimes the reasons are insurmountable, and other times they are minuscule – even personal. Some intermediaries report a closure rate of 80 percent; others say it is even lower. Still other intermediaries claim to close 80 percent or higher. When asked how, this last group responded that they require a three-year exclusive engagement period to sell the company. The theory is that the longer an intermediary has to work on selling the company, the better the chance they will sell it. No one can argue with this theory. However, most sellers would find this unacceptable.

In many cases, prior to placing anything in a written document, the parties have to agree on price and some basic terms. However, once these important issues are agreed upon, the devil may be in the details. For example, the Reps and Warranties may kill the deal. Other areas such as employment contracts, non-compete agreements and the ensuing penalties for breach of any of these can quash the deal. Personality conflicts between the outside advisers, especially during the
due diligence process, can also prevent the deal from closing.

One expert in the deal-making (and closing) process has suggested that some of the following items can kill the deal even before it gets to the Letter of Intent stage:

  • Buyers who lose patience and give up the acquisition search prematurely, maybe under a year’s time period.
  • Buyers who are not highly focused on their target companies and who have not thought through the real reasons for doing a deal.
  • Buyers who are not willing to “pay up” for a near perfect fit, failing to realize that such circumstances justify a premium price.
  • Buyers who are not well financed or capable of accessing the necessary equity and debt to do the deal.
  • Inexperienced buyers who are unwilling to lean heavily on their experienced advisers for proper advice.
  • Sellers who have unrealistic expectations for the sale price.
  • Sellers who have second thoughts about selling, commonly known as seller’s remorse and most frequently found in family businesses.
  • Sellers who insist on all cash at closing and/or who are inflexible with other terms of the deal including stringent reps and warranties.
  • Sellers who fail to give their professional intermediaries their undivided attention and cooperation.
  • Sellers who allow their company’s performance in sales and earnings to deteriorate during the selling process.

Deals obviously fall apart for many other reasons. The reasons above cover just a few of the concerns that can often be prevented or dealt with prior to any documents being signed.
If the deal doesn’t look like it is going to work – it probably isn’t. It may be time to move on.

© Copyright 2015 Business Brokerage Press, Inc.

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Family Businesses

A recent study revealed that only about 28 percent of family businesses have developed a succession plan. Here are a few tips for family-owned businesses to ponder when considering
selling the business:

  • You may have to consider a lower price if maintaining jobs for family members is important.
  • Make sure that your legal and accounting representatives have “deal” experience. Too many times, the outside advisers have been with the business since the beginning and just are not “deal” savvy.
  • Keep in mind that family members who stay with the buyer(s) will most likely have to answer to new management, an outside board of directors and/or outside investors.
  • All family members involved either as employees and/or investors in the business must be in agreement regarding the sale of the company. They must also be in agreement about price and terms of the sale.
  • Confidentiality in the sale of a family business is a must.
  • Meetings should be held off-site and selling documentation kept off-site, if possible.
  • Family owners should appoint one member who can speak for everyone. If family members have to be involved in all decision-making, delays are often created, causing many deals to fall apart.

Many experts in family-owned businesses suggest that a professional intermediary be engaged by the family to handle the sale. Intermediaries are aware of the critical time element and can help sellers locate experienced outside advisers. They can also move the sales process along as quickly as possible and assist in negotiations.

Keeping it in the Family

It’s hard to transfer a family business to a younger kin. Below are some statistics regarding family businesses.

  • 30% of family businesses pass to a second generation.
  • 10% of family businesses reach a third generation.
  • 40% to 60% of owners want to keep firms in their family.
  • 28% of family businesses have developed a succession plan.
  • 80% to 95% of all businesses are family owned.
Source: Ted Clark, Northeastern University Center for Family Business

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Two Similar Companies ~ Big Difference in Value

Consider two different companies in virtually the same industry. Both companies have an EBITDA of $6 million – but, they have very different valuations. One is valued at five times EBITDA, pricing it at $30 million. The other is valued at seven times EBITDA, making it $42 million. What’s…

What Are Buyers Looking for in a Company?

It has often been said that valuing companies is an art, not a science. When a buyer considers the purchase of a company, three main things are almost always considered when arriving at an offering price. Quality of the Earnings Some accountants and intermediaries are very aggressive…

A Reasonable Price for Private Companies

Putting a price on privately-held companies is more complicated than placing a value or price on a publicly-held one. For one thing, many privately-held businesses do not have audited financial statements; these statements are very expensive and not required. Public companies also have to reveal a lot more about their…

Top Ten Mistakes Made By Sellers

  1. Neglecting the day-to-day running of their business with the reasoning that it will sell tomorrow.
  2. Starting off with too high a price with the assumption the price can always be reduced.
  3. Assuming that confidentiality is a given.
  4. Failing to plan ahead to sell / deciding to sell impulsively.
  5. Expecting that the buyers will only want to see last year’s P&L.
  6. Negotiating with only one buyer at a time and letting any other potential buyers wait their turn.
  7. Having to reduce the price because the sellers want to retire and are not willing to stay with the acquirer for any length of time.
  8. Not accepting that the structure of the deal is as important as the price.
  9. Trying to win every point of contention.
  10. Dragging out the deal and not accepting that time is of the essence.

© Copyright 2015 Business Brokerage Press, Inc.

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Why Sell Your Company?

Selling one’s business can be a traumatic and emotional event. In fact, “seller’s remorse” is one of the major reasons that deals don’t close. The business may have been in the family for generations. The owner may have built it from scratch or bought it and made it very successful. However, there are times when selling is the best course to take. Here are a few of them.

  • Burnout – This is a major reason, according to industry experts, why owners consider selling their business. The long hours and 7-day workweeks can take their toll. In other cases, the business may just become boring – the challenge gone. Losing interest in one’s business usually indicates that it is time to sell.
  • No one to take over – Sons and daughters can be disenchanted with the family business by the time it’s their turn to take over. Family members often wish to move on to their own lives and careers.
  • Personal problems – Events such as illness, divorce, and partnership issues do occur and many times force the sale of a company. Unfortunately, one cannot predict such events, and too many times, a forced sale does not bring maximum value. Proper planning and documentation can preclude an emergency sale.
  • Cashing-out – Many company owners have much of their personal net worth invested in their business. This can present a lack of liquidity. Other than borrowing against the assets of the business, an owner’s only option is to sell it. They have spent years building, and now it’s time to cash-in.
  • Outside pressure – Successful businesses create competition. It may be building to the point where it is easier to join it, than to fight it. A business may be standing still, while larger companies are moving in.
  • An offer from “out of the blue” – The business may not even be on the market, but someone or some other company may see an opportunity. An owner answers the telephone and the voice on the other end says, “We would like to buy your company.”

There are obviously many other reasons why businesses are sold. The paramount issue is that they should not be placed on the market if the owner or principals are not convinced it’s time. And consider an old law that says, “The time to prepare to sell is the day you start or take over the business.”

Who Is the Buyer?

Buyers buy a business for many of the same reasons that sellers sell businesses. It is important that the buyer is as serious as the seller when it comes time to purchase a business. If the buyer is not serious, the sale will never close. Here are just a few of the reasons that buyers buy businesses:

  • Laid-off, fired, being transferred (or about to be any of them)
  • Early retirement (forced or not)
  • Job dissatisfaction
  • Desire for more control over their lives
  • Desire to do their own thing

A Buyer Profile

Here is a look at the make-up of the average individual buyer looking to replace a lost job or wanting to get out of an uncomfortable job situation. The chances are he is a male (however, more and more women are going into business for themselves, so this is rapidly changing). Almost 50 percent will have less than $100,000 in which to invest in the purchase of a business. In many cases the funds, or part of them, will come from personal savings followed by financial assistance from family members. The buyer will never have owned a business before, and most likely will buy a business he or she had never considered until being introduced to it.

Their primary reason for going into business is to get out of their present situation, be it unemployment or job disagreement (or discouragement). Prospective buyers want to do their own thing, be in charge of their own destiny, and they don’t want to work for anyone. Money is important, but it’s not at the top of the list, in fact, it probably is in fourth or fifth place in the overall list. In order to pursue the dream of owning one’s own business, buyers must be able to make that “leap of faith” necessary to take the risk of purchasing and operating their own business.

Buyers who want to go into business strictly for the money usually are not realistic buyers for small businesses. Keep in mind the following traits of a willing buyer:

  • The desire to buy a business
  • The need and urgency to buy a business
  • The financial resources
  • The ability to make his or her own decisions
  • Reasonable expectations of what business ownership can do for him or her

What Do Buyers Want to Know?

This may be a bit premature since you may not have decided to sell, but it may help in your decision-making process to understand not only who the buyer is, but also what he or she will want to know in order to buy your business. Here are some questions that you might be asked and should be prepared to answer:

  • How much money is required to buy the business?
  • What is the annual increase in sales?
  • How much is the inventory?
  • What is the debt?
  • Will the seller train and stay on for awhile?
  • What makes the business different/special/unique?
  • What further defines the product or service? Bid work? Repeat business?
  • What can be done to grow the business?
  • What can the buyer do to add value?
  • What is the profit picture in bad times as well as good?

Buying (or Selling) a Business

The following is some basic information for anyone considering purchasing a business. Is may also be of interest to anyone thinking of selling their business. The more information and knowledge both sides have about buying and selling a business, the easier the process will become.

A Buyer Profile

Here is a look at the make-up of the average individual buyer looking to replace a lost job or wanting to get out of an uncomfortable job situation. The chances are he is a male (however, more women are going into business for themselves, so this is rapidly changing). Almost 50 percent will have less than $100,000 in which to invest in the purchase of a business. More than 70 percent will have less than $250,000 to invest. In many cases the funds, or part of them, will come from personal savings followed by financial assistance from family members. He, or she, will never have owned a business before. Despite what he thinks he wants in the way of a business, he will most likely buy a business that he never considered until it was introduced, perhaps by a business broker.

His, or her primary reason for going into business is to get out of his or her present situation, be it unemployment, job disagreement, or dissatisfaction. The potential buyers now want to do their own thing, be in charge of their own destiny, and they don’t want to work for anyone. Money is important, but it’s not at the top of the list, in fact, it is probably fourth or fifth on their priority list. In order to pursue the dream of owning one’s own business, the buyer must be able to make that “leap of faith” necessary to take the plunge. Once that has been made, the buyer should review the following tips.

Importance of Information

Understand that in looking at small businesses, you will have to dig up a lot of information. Small business owners are not known for their record-keeping. You want to make sure you don’t overlook a “gem” of a business because you don’t or won’t take the time it takes to find the information you need to make an informed decision. Try to get an understanding of the real earning power of the business. Once you have found a business that interests you, learn as much as you can about that particular industry.

Negotiating the Deal

Understand, going into the deal, that your friendly banker will tell you his bank is interested in making small business loans; however, his “story” may change when it comes time to put his words into action. The seller finances the vast majority of small business transactions. If your credit is good, supply a copy of your credit report with the offer. The seller may be impressed enough to accept a lower-than-desired down payment.

Since you can’t expect the seller to cut both the down payment and the full price, decide which is more important to you. If you are attempting to buy the business with as little cash as possible, don’t try to substantially lower the full price. On the other hand, if cash is not a problem (this is very seldom the case), you can attempt to reduce the full price significantly. Make sure you can afford the debt structure–don’t obligate yourself to making payments to the seller that will not allow you to build the business and still provide a living for you and your family.

Furthermore, don’t try to push the seller to the wall. You want to have a good relationship with him or her. The seller will be teaching you the business and acting as a consultant, at least for a while. It’s all right to negotiate on areas that are important to you, but don’t negotiate over a detail that really isn’t key. Many sales fall apart because either the buyer or the seller becomes stubborn, usually over some minor detail, and refuses to bend.

Due Diligence

The responsibility of investigating the business belongs to the buyer. Don’t depend on anyone else to do the work for you. You are the one who will be working in the business and must ultimately take responsibility for the decision to buy it. There is not much point in undertaking due diligence until and unless you and the seller have reached at least a tentative agreement on price and terms. Also, there usually isn’t reason to bring in your outside advisors, if you are using them, until you reach the due diligence stage. This is another part of the “leap of faith” necessary to achieve business ownership. Outside professionals normally won’t tell you that you should buy the business, nor should you expect them to. They aren’t going to go out on a limb and tell you that you should buy a particular business. In fact, if pressed for an answer, they will give you what they consider to be the safest one: “no.” You will want to get your own answers–an important step for anyone serious about entering the world of independent business ownership.

The Deal Is Almost Done — Or Is It?

The Letter of Intent has been signed by both buyer and seller and everything seems to be moving along just fine. It would seem that the deal is almost done. However, the due diligence process must now be completed. Due diligence is the process in which the buyer really decides to go forward with the deal, or, depending on what is discovered, to renegotiate the price – or even to withdraw from the deal. So, the deal may seem to be almost done, but it really isn’t – yet!

It is important that both sides to the transaction understand just what is going to take place in the due diligence process. The importance of the due diligence process cannot be underestimated. Stanley Foster Reed in his book, The Art of M&A, wrote, “The basic function of due diligence is to assess the benefits and liabilities of a proposed acquisition by inquiring into all relevant aspects of the past, present, and predictable future of the business to be purchased.”

Prior to the due diligence process, buyers should assemble their experts to assist in this phase. These might include appraisers, accountants, lawyers, environmental experts, marketing personnel, etc. Many buyers fail to add an operational person familiar with the type of business under consideration. The legal and accounting side may be fine, but a good fix on the operations themselves is very important as a part of the due diligence process. After all, this is what the buyer is really buying.

Since the due diligence phase does involve both buyer and seller, here is a brief checklist of some of the main items for both parties to consider.

Industry Structure

Figure the percentage of sales by product line, review pricing policies, consider discount structure and product warranties; and if possible check against industry guidelines.

Human Resources

Review names, positions and responsibilities of the key management staff. Also, check the relationships, if appropriate, with labor, employee turnover, and incentive and bonus arrangements.

Marketing

Get a list of the major customers and arrive at a sales breakdown by region, and country, if exporting. Compare the company’s market share to the competition, if possible.

Operations

Review the current financial statements and compare to the budget. Check the incoming sales, analyze the backlog and the prospects for future sales.

Balance Sheet

Accounts receivables should be checked for aging, who’s paying and who isn’t, bad debt and the reserves. Inventory should be checked for work-in-process, finished goods along with turnover, non-usable inventory and the policy for returns and/or write-offs.

Environmental Issues

This is a new but quite complicated process. Ground contamination, ground water, lead paint and asbestos issues are all reasons for deals not closing, or at best not closing in a timely manner.

Manufacturing

This is where an operational expert can be invaluable. Does the facility work efficiently? How old and serviceable is the machinery and equipment? Is the technology still current? What is it really worth? Other areas, such as the manufacturing time by product, outsourcing in place, key suppliers – all of these should be checked.

Trademarks, Patents & Copyrights

Are these intangible assets transferable, and whose name are they in. If they are in an individual name – can they be transferred to the buyer? In today’s business world where intangible assets may be the backbone of the company, the deal is generally based on the satisfactory transfer of these assets.

Due diligence can determine whether the buyer goes through with the deal or begins a new round of negotiations. By completing the due diligence process, the buyer process insures, as far as possible, that the buyer is getting what he or she bargained for. The executed Letter of Intent is, in many ways, just the beginning.

Buying a Business – Some Key Consideration

  • What’s for sale? What’s not for sale? Is real estate included? Is some of the machinery and/or equipment leased?
  • Is there anything proprietary such as patents, copyrights or trademarks?
  • Are there any barriers of entry? Is it capital, labor, intellectual property, personal relationships, location – or what?
  • What is the company’s competitive advantage – special niche, great marketing, state-of-the-art manufacturing capability, well-known brands, etc.?
  • Are there any assets not generating income and can they be sold?
  • Are agreements in place with key employees and if not – why not?
  • How can the business grow? Or, can it grow?
  • Is the business dependent on the owner? Is there any depth to the management team?
  • How is the financial reporting handled? Is it sufficient for the business? How does management utilize it?

Selling Your Business? Expect the Unexpected!

According to the experts, a business owner should lay the groundwork for selling at about the same time as he or she first opens the door for business. Great advice, but it rarely happens. Most sales of businesses are event-driven; i.e., an event or circumstance such as partnership problems, divorce, health, or just plain burn-out pushes the business owner into selling. The business owner now becomes a seller without considering the unexpected issues that almost always occur. Here are some questions that need answering before selling:

How much is your time worth?
Business owners have a business to run, and they are generally the mainstay of the operation. If they are too busy trying to meet with prospective buyers, answering their questions and getting necessary data to them, the business may play second fiddle. Buyers can be very demanding and ignoring them may not only kill a possible sale, but will also reduce the purchase price. Using the services of a business broker is a great time saver. In addition to all of the other duties they will handle, they will make sure that the owners meet only with qualified prospects and at a time convenient for the owner.

How involved do you need to be?
Some business owners feel that they need to know every detail of a buyer’s visit to the business. They want to be involved in this, and in every other detail of the process. This takes away from running the business. Owners must realize that prospective buyers assume that the business will continue to run successfully during the sales process and through the closing. Micromanaging the sales process takes time from the business. This is another reason to use the services of a business broker. They can handle the details of the selling process, and they will keep sellers informed every step of the way – leaving the owner with the time necessary to run the business. However, they are well aware that it is the seller’s business and that the seller makes the decisions.

Are there any other decision makers?
Sellers sometimes forget that they have a silent partner, or that they put their spouse’s name on the liquor license, or that they sold some stock to their brother-in-law in exchange for some operating capital. These part-owners might very well come out of the woodwork and create issues that can thwart a sale. A silent partner ceases to be silent and expects a much bigger slice of the pie than the seller is willing to give. The answer is for the seller to gather approvals of all the parties in writing prior to going to market.

How important is confidentiality?

This is always an important issue. Leaks can occur. The more active the selling process (which benefits the seller and greatly increases the chance of a higher price), the more likely the word will get out. Sellers should have a back-up plan in case confidentiality is breached. Business brokers are experienced in maintaining confidentiality and can be a big help in this area.

Do You Know Your Customers?

It’s always nice, when eating at a nice restaurant, for the owner to come up and ask how everything was. That personal contact goes a long way in keeping customers happy – and returning. It seems that customer service is now handled by making a potential customer or client wait on a telephone for what seems like forever, often forcing them to repeatedly listen to a recording saying that the call will be handled in 10 minutes. Small businesses are usually built around personal customer service. If you are a business owner, when is the last time you “worked the floor” or handled the phone, or had lunch with a good customer? Customers and clients like to do business with the owner. Even a friendly “hello” or “nice to see you again” goes a long way in customer relations and service.

The importance of knowing your customers and/or clients could actually be extended to suppliers, vendors, and others connected with your business. When is the last time you visited with your banker, accountant, or legal advisor? A friendly call to your biggest supplier(s) can go a long way in building relationships. A call to one of these people thanking them for prompt delivery can pay big dividends if and when a problem really develops. With most communication now done online, a handwritten thank you to a long-standing customer, someone whose recommendation resulted in a new customer, or a vendor you appreciate stands out among the bills and junk mail.

Owning and operating your own business is not a “backroom” or “hide behind the business plan” business. It is a “front-room” business. Go out and meet the customers – and anyone else who has an interest in your business.

Three Basic Factors of Earnings

Two businesses for sale could report the same numeric value for “earnings” and yet be far from equal. Three factors of earnings are listed below that tell more about the earnings than just the number.

1. Quality of earnings
Quality of earnings measures whether the earnings are padded with a lot of “add backs” or one-time events, such as a sale of real estate, resulting in an earnings figure which does not accurately reflect the true earning power of the company’s operations. It is not unusual for companies to have “some” non-recurring expenses every year, whether for a new roof on the plant, a hefty lawsuit, a write-down of inventory, etc. Beware of the business appraiser that restructures the earnings without “any” allowances for extraordinary items.

2. Sustainability of earnings after the acquisition
The key question a buyer often considers is whether he or she is acquiring a company at the apex of its business cycle or if the earnings will continue to grow at the previous rate.

3. Verification of information
The concern for the buyer is whether the information is accurate, timely, and relatively unbiased. Has the company allowed for possible product returns or allowed for uncollectable receivables? Is the seller above-board, or are there skeletons in the closet?

A Listing Agreement is More than Just a Piece of Paper

In order to sell one’s business using the services of a business broker, a listing agreement is almost always required.

For the owner of the business, signing the agreement legally authorizes the sale of the business. This simple act of signing represents the end of ownership. For some business owners, it means heading into uncharted territory after the business is sold. For many it also signifies the end of a dream. The business owner may have started the business from scratch and/or taken it to the next level. A little of the business owner may always be in that business. The business, in many cases, has been like a part of the family.

For buyers, the signed listing agreement is the beginning of a dream, an opportunity for independence and the start of business ownership. The buyer looks at the business as the next phase in his or her life. Pride of ownership builds.

So, that simple piece of paper – the listing agreement – is the bridge for both the seller and the buyer. The business broker looks at that piece of paper through the eyes of both the buyer and the seller, working to help both parties progress through the business transaction process into the new phase of their lives.

What a Buyer May Really Be Looking At

Buyers, as part of their due diligence, usually employ accountants to check the numbers and attorneys to both look at legal issues and draft or review documents. Buyers may also bring in other professionals to look at the business’ operations. The prudent buyer is also looking behind the scenes to make sure there are not any “skeletons in the closet.” It makes sense for a seller to be just as prudent. Knowing what the prudent buyer may be checking can be a big help. A business intermediary professional is a good person to help a seller look at these issues. They are very familiar with what buyers are looking for when considering a company to purchase.

Here are some examples of things that a prudent buyer will be checking:

Finance

  • Is the business taking all of the trade discounts available or is it late in paying its bills? This could indicate poor cash management policies.
  • Checking the gross margins for the past several years might indicate a lack of control, price erosion or several other deficiencies.
  • Has the business used all of its bank credit lines? Does the bank or any creditor have the company on any kind of credit watch?
  • Does the company have monthly financial statements? Are the annual financials prepared on a timely basis?

Management

  • Is the owner constantly interrupted by telephone calls or demands that require immediate attention? This may indicate a business in crisis.
  • Has the business experienced a lot of management turnover over the past few years?
  • If there are any employees working in the business, do they take pride in what they do and in the business itself?

Manufacturing

  • What is the inventory turnover? Does the company have too many suppliers?
  • Is the business in a stagnant or dying market, and can it shift gears rapidly to make changes or enter new markets?

Marketing

  • Is the business introducing new products or services?
  • Is the business experiencing loss of market share, especially compared to the competition? Price increases may increase dollar sales, but the real measure is unit sales.

When business owners consider selling, it will pay big dividends for them to consider the areas listed above and make whatever changes are appropriate to deal with them. It makes good business sense to not only review them, but also to resolve as many of the issues outlined above as possible.

What is the Value of Your Business? It All Depends.

The initial response to the question in the title really should be: “Why do you want to know the value of your business?” This response is not intended to be flippant, but is a question that really needs to be answered.

  • Does an owner need to know for estate purposes?
  • Does the bank want to know for lending purposes?
  • Is the owner entertaining bringing in a partner or partners?
  • Is the owner thinking of selling?
  • Is a divorce or partnership dispute occurring?
  • Is a valuation needed for a buy-sell agreement?

There are many other reasons why knowing the value of the business may be important.

Valuing a business can be dependent on why there is a need for it, since there are almost as many different definitions of valuation as there are reasons to obtain one. For example, in a divorce or partnership breakup, each side has a vested interest in the value of the business. If the husband is the owner, he wants as low a value as possible, while his spouse wants the highest value. Likewise, if a business partner is selling half of his business to the other partner, the departing partner would want as high a value as possible.

In the case of a business loan, a lender values the business based on what he could sell the business for in order to recapture the amount of the loan. This may be just the amount of the hard assets, namely fixtures and equipment, receivables, real estate or other similar assets.

In most cases, with the possible exception of the loan value, the applicable value definition would be Fair Market Value, normally defined as: “The price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.” This definition is used by most courts.

It is interesting that in the most common definition of value, it starts off with, “The price…” Most business owners, when using the term value, really mean price. They basically want to know, “How much can I get for it if I decide to sell?” Of course, if there are legal issues, a valuation is also likely needed. In most cases, however, what the owner is looking for is a price. Unfortunately, until the business sells, there really isn’t a price.

The International Business Brokers Association (IBBA) defines price as; “The total of all consideration passed at any time between the buyer and the seller for an ownership interest in a business enterprise and may include, but is not limited to, all remuneration for tangible and intangible assets such as furniture, equipment, supplies, inventory, working capital, non-competition agreements, employment, and/or consultation agreements, licenses, customer lists, franchise fees, assumed liabilities, stock options or stock redemptions, real estate, leases, royalties, earn-outs, and future considerations.”

In short, value is something that may have to be defended, and something on which not everyone may agree. Price is very simple – it is what something sold for. It may have been negotiated; it may be the seller’s or buyer’s perception of value and the point at which their perceptions coincided (at least enough for a closing to take place) or a court may have decided.

The moral here is for a business owner to be careful what he or she asks for. Do you need a valuation, or do you just want to know what someone thinks your business will sell for?

Business brokers can be a big help in establishing value or price.

A “Pig in a Poke"

Once a buyer has negotiated a deal and secured the necessary financing, he or she is ready for the due diligence phase of the sale. The serious buyer will have retained an accounting firm to verify inventory, accounts receivable and payables; and retained a law firm to deal with the legalities of the sale. What’s left for the buyer to do is to make sure that there are no “skeletons in the closet,” so he or she is not buying the proverbial “pig in a poke.”

The four main areas of concern are: business’ finances, management, buyer’s finances, and marketing. Buyers are usually at a disadvantage as they may not know the real reason the business is for sale. This is especially true for buyers purchasing a business in an industry they are not familiar with. The seller, because of his or her experience in a specific industry, has probably developed a “sixth sense” of when the business has peaked or is “heading south.” The buyer has to perform the due diligence necessary to smoke out the real reasons for sale.

Business’ Finances: The following areas should be investigated thoroughly. Does the firm have good cash management? Do they have solid banking relations? Are the financial statements current? Are they audited? Is the company profitable? How do the expenses compare to industry benchmarks?

Management: For a good quick read on management, the buyer should observe if management is constantly interrupted by emergency telephone calls or requests for immediate decisions by subordinates? Is there a lot of change or turn-over in key positions? On the other hand, no change in senior management may indicate stagnation. Are the employees upbeat and positive?

Buyer’s Finances: Buyers should make sure that the “money is there.” Too many sellers take for granted that the buyer has the necessary backing. Sellers have a perfect right to ask the buyer to “show me the money.”

Marketing: Price increases may increase dollar sales, but the real key is unit sales. How does the business stack up against the competition? Market share is important. Does the firm have new products being introduced on a regular basis.

By doing one’s homework and asking for the right information – and then verifying it, buying a “pig in the poke” can be avoided.

Creating Value in Privately Held Companies

“As shocking as it may sound, I believe that most owners of middle market private companies do not really know the value of their company and what it takes to create greater value in their company … Oh sure, the owner tracks sales and earnings on a regular basis, but there is much more to creating company value than just sales and earnings”
     Russ Robb, Editor, M&A Today

Creating value in the privately held company makes sense whether the owner is considering selling the business, plans on continuing to operate the business, or hopes to have the company remain in the family.  (It is interesting to note that, of the businesses held within the family, only about 30 percent survive the second generation, 11 percent survive the third generation and only 3 percent survive the fourth generation and beyond).

Building value in a company should focus on the following six components:

  • the industry
  • the management
  • products or services
  • customers
  • competitors
  • comparative benchmarks

The Industry – It is difficult, if not impossible, to build value if the business is in a stagnating industry.  One advantage of privately held firms is their ability to shift gears and go into a different direction.  One firm, for example, that made high-volume, low-end canoes shifted to low-volume, high-end lightweight canoes and kayaks to meet new market demands.  This saved the company.

The Management – Building depth in management and creating a succession plan also builds value.  Key employees should have employment contracts and sign non-compete agreements. In situations where there are partners, “buy-sell” agreements should be executed. These arrangements contribute to value.

Products or Services– A single product or service does not build value.  However, if additional or companion products or services can be created, especially if they are non-competitive in price with the primary product or service – then value can be created.

Customers – A broad customer base that is national or international is the key to increasing value.  Localized distribution focused on one or two customers will subtract from value.

Competitors – Being a market leader adds significantly to value, as does a lack of competition.

Comparative Benchmarks – Benchmarks can be used to measure a company against its peers.  The better the results, the greater the value of the company.

Three keys to adding value to a company are: building a top management team coupled with a loyal work force; strategies that are flexible and therefore can be changed in mid-stream; and surrounding the owner/CEO with top advisors and professionals.

What Do Buyers Really Want to Know?

Before answering the question, it makes sense to first ask why people want to be in business for themselves. What are their motives? There have been many surveys addressing this question. The words may be different, but the idea behind them and the order in which they are listed are almost always the same.

  1. Want to do their own thing; to control their own destiny, so to speak.
  2. Do not want to work for anyone else.
  3. Want to make better use of their skills and abilities.
  4. Want to make money.

These surveys indicate that by far the biggest reason people want to be in business for themselves is to be their own boss. The first three reasons listed revolve around this theme. Some may be frustrated in their current job or position. Others may not like their current boss or employer, while still others feel that their abilities are not being used properly or sufficiently.

The important item to note is that money is reason number four. Although making money is certainly important and necessary, it is not the primary issue. Once a person decides to go into business for himself or herself, he or she has to explore the options. Starting a business is certainly one option, but it is an option fraught with risk. Buying an existing business is the method most people prefer. Purchasing a known entity reduces the risks substantially.

There are some key questions buyers want, or should want, answers to, once the decision to purchase an existing business has been made. Below are the primary ones; although a prospective buyer may not want answers to all of them, the seller should be prepared to respond to each one.

  • How much is the down payment?  Most buyers are limited in the amount of cash they have for a down payment on a business. After all, if cash were not an issue, they probably wouldn’t be looking to purchase a business in the first place.
  • Will the seller finance the sale of the business?  It can be difficult to finance the sale of a business; therefore, if the seller isn’t willing, he or she must find a buyer who is prepared to pay all cash. This is very difficult to do.
  • Why is the seller selling?  This is a very important question. Buyers want assurance that the reason is legitimate and not because of the business itself.
  • Will the owner stay and train or work with a new owner?  Many people buy a franchise because of the assistance offered. A seller who is willing, at no cost, to stay and to help with the transition is a big plus.
  • How much income can a new owner expect?  This may not be the main criterion, but it is obviously an important issue. A new owner has to be able to pay the bills – both business-wise and personally. And just as important as the income is the seller’s ability to substantiate it with financial statements or tax returns.
  • What makes the business different, unique or special?  Most buyers want to take pride in the business they purchase.
  • How can the business grow?  New owners are full of enthusiasm and want to increase the business. Some buyers are willing to buy a business that is currently only marginal if they feel there is a real opportunity for growth.
  • What doesn’t the buyer know?  Buyers, and sellers too, don’t like surprises. They want to know the good – and the bad – out front. Buyers understand, or should understand, that there is no such thing as a perfect business.

Years ago, it could be said that prospective buyers of businesses had only four questions:

  1. Where is the business?
  2. How much is it?
  3. How much can I make?
  4. Why is it for sale?

In addition to asking basic questions, today’s buyer wants to know much more before investing in his or her own business. Sellers have to able to answer not only the four basic questions, but also be able to address the wider range of questions outlined above.

Despite all of the questions and answers, what most buyers really want is an opportunity to achieve the Great American Dream – owning one’s own business!

The Pre-Sale Business Tune-Up

Photo Credit: tallkev via Compfight cc

Photo Credit: tallkev via Compfight cc

Owners are often asked, “do you think you will ever sell your business?” The answer varies from, “when I can get my price” to “never” to “I don’t really know” to everything in between. Most sellers may think to themselves when asked this question, “I’ll sell when the time is right.” Obviously, misfortune can force the decision to sell. Despite the questions, most business owners just go merrily along their way conducting business as usual. They seem to believe in the old expression that basically states, “it is a good idea to sell your horse before it dies.”

Four Ways to Leave Your Business

There are really only four ways to leave your business. (1) Transfer ownership to your children or other family members. Unfortunately, many children do not want to become involved in the family business, or may not have the capability to operate it successfully. (2) Sell the business to an employee or key manager. Usually, they don’t have enough cash, or interest, to purchase the business. And, like offspring, they may not be able to manage the entire business. (3) Selling the business to an outsider is always a possibility. Get the highest price and the most cash possible and go on your way. (4) Liquidate the business – this is usually the worst option and the last resort.

When to Start Working on Your Exit Plan

There is another old adage that says, “you should start planning to exit the business the day you start it or buy it.” You certainly don’t want to plan on misfortune, but it’s never to early to plan on how to leave the business. If you have no children or other relative that has any interest in going into the business, your options are now down to three. Most small and mid-size businesses don’t have the management depth that would provide a successor. Furthermore liquidating doesn’t seem attractive. That leaves attempting to find an outsider to purchase the business as the exit plan.

The time to plan for succession is indeed, the day you begin operations. You can’t predict misfortune, but you can plan for it. Unfortunately, most sellers wait until they wake up one morning, don’t want to go to their business, drive around the block several times, working up the courage to begin the day. It is often called “burn-out” and if it is an on-going problem, it probably means it’s time to exit. Other reasons for wanting to leave is that they face family pressure to start “taking it easy” or to move closer to the grandkids.

Every business owner wants as much money as possible when the decision to sell is made. If you haven’t even thought of exiting your business, or selling it, now is the time to begin a pre-exit or pre-sale strategy.

Baby Boomers About to Spark the Turn in Businesses

Pending business sales are building as baby boomers, ages 49-67, enter the twilight of their careers.

First gradually, and then in a flood, mind-boggling assets from the sales will surge to heirs, savings accounts, luxury cars, vacation homes, pet philanthropic pursuits and anything else the generation fancies–reconfiguring the economy.

Business brokers and estate attorneys thought the sales would begin in earnest nearly a decade ago. But the baby boomers, lulled into complacency by the hot economy, lingered to eke out more profits and keep themselves employed a little while longer.

Then the recession, hardly anyone predicted, rudely swept away some of the businesses, and the surviving owners fought to keep their doors open as they watched the value of the businesses dive. Many borrowed heavily to stay afloat.

Today, conditions to spark the long-anticipated wave of sales are turning favorable because:

Click here to read this article further.

Cutting Costs: 10 Ways to Minimize Business Costs

cutting costsCutting costs in the business really can happen, even though it’s very easy to become negative about cost-cutting. “Everything just costs more”, a business owner will say; the subtext being, “What’s the use?”. Don’t give up. There are ways to cut costs. The first step is to identify where the money goes…and why. Then look at creative ways to shave off the non-essentials while keeping the shape your business intact.

 

1. Take Advantage of that “Free Lunch”

It may be “food for thought” instead of a steak, but there are many free offers of benefit to business owners. Continuing education lectures, SBA seminars, informational evenings offered by local banks and corporations, are often free or inexpensive ways to hone business sharpness.

 

2. Offer Discounts; Take Discounts

By offering customers early-payment discounts, you can “borrow” their money instead of the bank’s. Compare the advantage of doing this against borrowing from a lending institution and see which works best for you. You can also be on the other end of discounting by checking out what may be available. It sometimes helps to join a professional organization, in order to get the best discounted rates on anything from advertising to shipping services.

 

3. Purchase from the Source

If you deal in a product, go to the source whenever you can. For example, the owner of a children’s clothing business specializing in in sweaters goes directly to the spinning mill for her yarns. Not only can she specify the exact colors she wants, but she can shop for bargains and negotiate the best prices without any costs added by the kitting factory.

 

4. Do Your Research, Shop Around

Don’t be a slave to recommendations. If your computer consultant has a “pet” equipment source, or your graphic designer has a favored printer, make a few calls or look on the Internet to see how the prices stack up to similar products or models. You could end up cutting costs with big savings for very little effort. The same holds for seeking financing. You should always talk to at least two banks, looking for the best loan terms and interest rates.

 

5. Look Beyond In-House

Outsourcing is the latest word in cutting costs, and it can mean more than one thing too. First–outsourcing labor. Temporary employees or contract workers are the answer for jobs that aren’t included in the daily running of a business. Temps make sense for holiday rush periods or for short-term assignments or campaigns. Outsourcing certain operations, such as photocopying  mailing, and telephone answering, is an increasingly popular way to cut down on carrying these costs in-house. Another, but less typical, kind of outsourcing is “hiring” temporary space. If your business needs a conference room only occasionally or only a small portion of a warehouse, consider subletting the space from another business and cut the square footage of your own operation.

 

6. Don’t Assume Outsourcing is Always Cheaper

It pays to keep some operations in-house. For instance, if your receptionist can do some online bookkeeping while waiting for the phone to ring, or if your warehouse worker can stuff envelopes for a mailing in between delivery deadlines, you should consider these as in-house candidates. In addition, there are some jobs that should stay in-house even if outsourcing may appear to be a bargain–those that involve issues of confidentiality or accounting operations that might help owners and managers to better understand the business.

 

7. Go Electronic…

If you haven’t already substituted a voicemail system for a receptionist, you are paying an unnecessary yearly salary. sing e-mail can replace the need for most correspondence–saving the cost of a secretarial salary, or at least full-time. Computer programs for bookkeeping and for riding herd on inventory and payroll can also reduce employee numbers or hours. Selling online is cheaper than traditional advertising, and the individual targeting may pay off in more”hits”, further reducing the cost of doing this particular type of business.

 

8. …But Don’t Get Shocked

The cost of sending faxes, using cellular phones, and certain online services can get lost in the glow of their convenience. For cutting costs purposes, monitor the use of all such devices. If charges seem unreasonable due to the service provider’s fees instead of employee usage, negotiate with the carrier or provider. When threatened with a loss of business, they will often lower fees or at least negotiate payment schedules. Another electronic cost-saver: run certain equipment during off-peak electricity hours and save up to 30% annually in electric bills.

 

9. Obtain Furry

Try to cultivate business favor by patronizing one operation per service. Be loyal to one printer, photographer, designer, or copy service, and they may repay you with reduced fees and/or discounts.

 

10. Understand the Deductibles Still “Cost”

A deductible expense is still a cost. The only “free” part is whatever your specific tax rate will allow you to deduct, which could be as low as 25%, perhaps even less. when tempted to splurge on a deductible expense, always looks at your profits and see how much you’d have to earn in order to justify it.

Selling Your Business: Why Won’t it Sell?

selling your businessOnce you have made the decision to sell, what are your odds on actually selling your business? Well, research shows that your annual sales dictate how well or not well that your business will sell. If your annual sales are $750,000 or less, your odds on selling your business are only 18%. If your annual sales are $750,000-$2 million, your odds increase to 25%. If your annual sales volume is above $2 million, the odds increase to 30%+. Another thing to keep in mind though is the approximately 75% of all businesses have annual sales of less than $750,000.

So what do all these stats mean? To put it sharply: if you are thinking of selling your business, you have about a one in five chance of it actually selling. The next obvious question raised is why are these odds so low? One would think that if you put your business on the market, it should sell in a reasonable length of time. Here are some reasons why businesses didn’t sell, as explained by various business brokers and intermediaries. They are excerpted from an article in INC magazine, April 2002.

  • The business is no longer listed for sale. The cash flow was strong, but a lot of buyers thought that the deal was overpriced.
  • There was serious interest, but the owner got distracted by an arrangement with a friend to solicit offers. None came through.
  • Buyers were intrigued, but the economics of the deal wouldn’t make sense, and the seller wouldn’t negotiate.
  • We had three offers, including an accepted bid for $4 million, but the buyer couldn’t get financing.
  • We almost had the deal, but financing was impossible to find.
  • The deal dragged on for months but fell apart for lack of financing. . .

They say that timing is everything. Many business owners wait until the economy is down  Their own business is also paying the price for the slowdown, so they elect to sell. Now they discover that the price they thought they could get for their business is is not realistic in today’s market. Sellers should keep in mind that the best time to sell is when their business is doing well.

One factor that emerges from the comments by intermediaries above is the lack of financing. This would seem to indicate that the sellers wanted all cash, or, at least, a good portion of the selling price was in cash. Three of the comments stated that the reason the deal didn’t go through was that “financing was impossible to find”,
the buyer couldn’t get financing”, and “…fell apart for lack of financing.” The reasons that obtaining financing is so difficult are (1) the business doesn’t qualify for financing, (2) the buyer doesn’t qualify for financing. and, most importantly  most small businesses are not financeable. Banks are generally not interested; the Small Business Administration (SBA), although certainly an option, only comes through in less than 10% of deals. If lenders are not interested in financing the sale of the business, there are only two choices: the buyer pays all cash or the seller finances the sale.

 

Tips for a Fast Sale!

  • Prepare a current list of fixtures and equipment
  • Have up-to-date financial information available
  • Gather all of the information a buyer might like to review
  • Maintain normal business hours
  • Spiff up the business
  • Set a realistic price
  • Be willing to negotiate

 

Want your business to be one in the five that sells? Here are two major ways to increase your odds of selling your business:

  • Make sure that you are serious before yo put your business up for sale (see our article: Are You Ready to Sell Your Business? for more on that). You should be willing to accept, within reason, what the marketplace is willing to pay. It’s not what you want for your business, or what your accountant says it’s worth–it’s what a buyer is willing to pay. Find out if the price you are asking is in the “ballpark’ before you go to the market. Your local business brokerage professional is a good place to start. He or she can tell you what similar businesses have sold for and what you might expect to receive if you sell now.
  • Be willing to finance the sale of your business. Counting on the businesses selling for all cash or assuming that the business can be financed will most likely make your business one of the four that don’t sell. By showing your willingness to assist in the financing, you reassure the buyer that you have confidence in the businesses’ ability to finance itself. Also, keep in mind that by financing the business you will be entitled to interest on the balance, thereby increasing the price you will receive by selling your business.

Following these guidelines and tips might not sell your business, but it will certainly increase the odds of selling your business. Almost any business will sell under the right circumstances. If you are serious about selling, the fist step would be to call a professional business broker. He or she can answer all of your questions about the selling process and what it takes to sell your business in today’s economic climate.

 

The Perfect Business

The perfect business, the one that would be sure to sell, has the following attributes:

  • A compelling reason to sell
  • A desired or popular industry type
  • An attractive and strategic location (if important for the business type)
  • A reasonable price
  • A reasonable down payment (hopefully 40% of the full price or less)
  • Seller financing
  • Reasonable sales (hopefully increasing each year)
  • Seller earnings of $60,000 or more

 

There is an old adage that goes something like this:

“The worst day of working for yourself is better than the best day of working for someone else.”

Finance a New Business

Finance a New BusinessThe epidemic of corporate downsizing in the US has made owning a business a more attractive proposition than ever before. As increasing numbers of prospective buyers embark on the process of becoming independent business owners, many of them voice a common concern: how do I finance a new business?

Prospective buyers are aware that the credit crunch prevents the traditional lending institution from being the likely solution to their needs. Where then can buyers turn for help to finance a new business, which is likely to be the largest single investment of their lives? There are a variety of financing sources, and buyers will find one that fills their particular requirements. (Small businesses–those priced under $100,000-$150,000–will usually depend on seller financing as the chief source.) For many businesses, here are the best routes to follow:

 

Buyer’s Personal Equity

In most business acquisition situations, this is the place to begin. Typically, anywhere from 20-50% of cash needed to purchase a business comes from the buyer and his or her family. Buyers should decide how much capital they are able to risk, and the actual amount will vary, of course, depending on the specific business and the terms of the sale. But, on average, a buyer should be prepared to come up with something between $50,000-$150,000 for the purchase of a small business.

The dream of buying a business by means of a highly-leveraged transaction (one requiring minimum cash) must remain a dream and not a reality from most buyers. The exceptions are those buyers who have special talents or skills sought after by investors, those whose business will directly benefit jobs that are of local public interest, or those whose businesses are expected to make unusually large profits.

One of the major reasons personal equity financing is a good starting point is that buyers who invest their own capital to start the ball rolling–they are positively influencing other possible investors or lenders to participate.

 

Seller Financing

One of the simplest–and best–ways to finance a new business is to work hand-in-hand with the seller. The seller’s willingness to participate will be influenced by his or her own requirements: tax considerations as well as cash needs.

In some instances, sellers are virtually forced to finance the sale of their own business in order to keep the deal from falling through. Many sellers, however, actively prefer to do the financing themselves. Doing so not only can increase the chances for a successful sale, but can also be helpful in obtaining the best possible price.

The terms offered by sellers are usually more flexible and more agreeable to the buyer than those offered from a third-party lender. Sellers will typically finance 50-60% or more of the selling price, with an interest rate below current bank rates and with a far longer amortization.  The terms will usually have scheduled payments similar to conventional loans.

As with buyer-equity financing, seller financing can make the business more attractive and viable to other lenders. In fact, sometimes outside lenders will usually have scheduled payments similar to conventional loans. Furthermore, sometimes outside lenders will refuse to participate unless a large chunk of seller financing is already in place.

 

Venture Capital

Venture capitalists have become more eager players in the financing of large independent businesses. Previously known for going after the high-risk, high-profile band-new business, they are becoming increasingly interested in established, existing entities.

This is not to say that outside equity investors are lining up outside the buyer’s door, especially if the buyer in counting on a single investor to take on this kind of risk. Professional venture capitalists will be less daunted by risk; however, they will likely want majority control and will expect to make at least 30% annual rate of return on their investment to finance a new business.

 

Small Business Administration

Thanks to the US Small Business Administration Loan Guarantee Program, favorable financing terms are available to business buyers. Similar to the terms of typical seller financing, SBA loans have long amortization periods (ten years), and up to 70% financing (more than usually available with the seller-financed sale).

SBA loans are not, however, a given. The buyer seeking the loan to finance a new business must prove stability of the business and must also be prepared to offer collateral–machinery, equipment, or real-estate. In addition, there must be evidence of a healthy cash flow in order to unsure that loan payments can be made. In cases where there is adequate cash flow but insufficient collateral, the buyer may have to offer personal collateral, such as his or her house or other property.

Over the years, the SBA has become more in tune with small business financing. It now has a program for loans under $150,000 that requires only a minimum or paperwork and information. Another optimistic financing sign: more banks and lending institutions are now being approves as SBA lenders to finance a new business.

 

Lending Institutions

Banks and other lending agencies provide “unsecured” loans to commensurate with the cash available for servicing the debt. (“Unsecured” is a misnomer, because banks and other lenders of this type will aim to secure their loans of the collateral exists.) Those seeking bank loans to finance a new business will have more success if they have a large net worth liquid assets, or a reliable source of income. Unsecured loans are also easier to come by if the buyer is already a favored customer or one qualifying for the SBA loan program.

When a bank participates in financing a business sale, it will typically finance 50-75% of the real estate value, 75-90% of the new equipment value, or 50% of inventory. The only intangible assets attractive to banks are accounts receivable  which they will finance from 80-90%.

Although he terms may sounds attractive, most business buyers are unwise to look toward conventional lending institutions to finance their new business. By some estimates, the rate of rejection by banks for business acquisition loans can go higher than 80%.

 

With any of the acquisition financing options, buyers must be open to creative solutions, and they must be willing to take some risks. Whether the route finally chosen is personal, through the seller, or third-party financing, the well informed buyer can feel confident that there is a solution to that big acquisition question. Financing, in some form, does exist out there.

Buying or Selling a Business: Why Do Deals Fall Apart?

arguing businessmen selling a businessBuying or Selling a Business: Why Do Deals Fall Apart?

 

In many cases, the buyer and seller reach a tentative agreement when selling a business, only to have it all fall apart. There are some reasons this happens, and once they are understood, many of the worst deal-breakers can be avoided. Understanding is the key word. Both the buyer and seller must develop an awareness of what the sale involves–and such an awareness should include facing potential problems before they swell into the flood-waters and “sink” the sale.

Now, what keeps a sale from closing successfully? Surveyed business brokers across the United States found similar reasons that were cited so often that a pattern of causality began to emerge. A compilation of situations and factors of which affect the sale of a business are explained below.

 

The Seller Fails to Reveal Problems

If and when a seller is not up-front about any of the problems with the business, that does not mean these problems will go away when the buyer takes over. The problems are bound to show up later, usually sometimes after a tentative agreement has been reached. The buyer then gets cold feet–hardly anyone in this situation likes surprises–and the deal promptly falls apart. Event though this may seem a tall order, sellers must be as open about the negatives of their business as they are about positives. Again and again, business brokers surveyed said: “We can handle most problems…if we know about them at the start of the selling”.

 

The Buyer Has Second Thoughts About the Price

In some cases, the buyer agrees on a price, only to discover that the business will not support that price, in his or her opinion. Whether this “discovery” is based on gut reaction or a second look at the figures, it impacts seriously on the transaction at hand. The deal is in serious jeopardy when the seller wants more than the buyer feels the business is worth. It is of paramount importance that the business be fairly priced when selling a business. Once that price has been established, the documentation must support the seller’s claims so that buyers can see the “real” facts form themselves.

 

 Both the Buyer and the Seller Grow Impatient

During the process of buying or selling a business, it’s easy for either party to let impatience settle in. Buyers continue to want increasing varieties and volumes of information, and sellers grow weary of it all. Both sides need to understand that the closing process of selling a business takes time. However, it shouldn’t take so long that the deal becomes endangered. It is important that both parties should use only those knowledgeable in the business closing process if they are using outside professionals. A business broker is one of the most competent outside professionals in a given business area, and these should be given strong consideration in putting together the “team”. Seller and buyer may be inclined to use an attorney or accountant with whom they are familiar with, but these people may not have the experience to bring the sale to a successful conclusion.

 

The Buyer and the Seller are Not (Never Were) in Agreement

How does this situation arise? Unfortunately, there are business sale transactions wherein the buyer and the seller realize too late that they have not been in agreement all along–they just thought they were. Cases of miscommunication are often fatal to a successful closing. A professional business broker is skilled in making sure that both sides know exactly what the deal entails, and can reduce the chance that such misunderstandings will occur.

 

The Seller Doesn’t Really Want to Sell

In all too many instances, the seller does not really want to be selling the business. The idea had sounded so good at the start, but now that things have come down to the wire, the fire to sell has all but diminished. Therefore, it is key that prospective sellers make a firm decision to sell a business prior to going into the market with the business. If there are doubts, these ought to be quelled or resolved. Some sellers enter the marketplace just to test the waters; they want to see if they could get their “price” if they ever get really serious. This type of seller is the bane of business brokers and buyers alike. However, business brokers generally can tell when they encounter the casual (as opposed to the serious) seller. But an inexperienced buyer may not recognize the difference until it’s too late. Most business brokers will agree that a willing seller, is a good seller.

 

Or the Reverse: The Buyer Doesn’t Really Want to Buy

What’s true for the mixed-emotion seller can be flipped around and applied to the buyer as well. Full of excitement and optimism, buyers can enter the sale process but then begin to drag their feet as they draw nearer to the “altar”. This is especially true today with so many displaced corporate executives entering the market. Buying and owning a business is still the American dream–and for many it becomes a profitable reality. However, the entrepreneurial reality also includes risk, a lot of hard work, and long intense hours. Sometimes this is too much reality for a prospective buyer to handle.

 

None of the Above

The situations detailed above are the just the main reasons why deals fall apart. However, there can be problems beyond anyone’s control, such as Acts of God, unforeseen environmental problems, etc. But the good news is that many potential deal-crushers can be handled or dealt with prior to the marketing of the business, to help ensure that the sale will close successfully.

 

A Final Note

Remember these four components in working toward the success of the business sale:

  • Good chemistry between the parties involved
  • A mutual understanding of the agreement
  • A mutual understanding of the emotions of both buyer and seller
  • The belief, on the part of both buyer and seller, that they are involved in a good deal

Are You Ready to Sell Your Business?

Thinking to Sell Your Business?

If you’ve come this far, then the option to sell your business has aroused enough curiosity in you that you are taking the first step. You don’t have to make a commitment at this point; this is just you searching to be informed about the necessities of successfully selling your business. This article should answer a lot of your questions to help you through the maze of the process itself.

 

First Question

The first question that most readily comes to a seller’s mind is: “What is my business worth?”. Honestly, if we were sellin gour business that is the first thing we would want to know. However, there are things that need to be solved first to even get to this very important issue. Before asking this question, you have to be willing to sell your business for what the market is willing to pay. If you’re just only looking to make money, then you are not ready to sell.

 

*Insider Tip:

It does not matter what you think your business is worth, or what you want for it. It also does not matter what your accountant, banker, attorney, or best friend  thinks your business is worth. Just like home real-estate, only the marketplace can decide what your business’ value is.

 

Second Question

“Do I really want to sell this business?” is the second question to be considered.If you’re actually serious and have a real, solid reason(s) of why you want to sel, then it will most likely happen. You really increase your chances of selling if your answer is ‘yes’ to this followup question: Do you have reasonable expectations? If you answered ‘yes’ to these two questions, then you are serious about selling.

 

Taking the First Steps

Alright, let’s assume that you already decided to at least take the first few step in actually selling your business. Before you even think about placing your business up for sale in the market, some steps are required before jumping in. The first and very important step you have to complete is gathering information about your business.

The following is a checklist of the items you should get together:

  • Three years’ profit and loss statements
  • Federal Income tax returns for the business
  • List of fixtures and equipment
  • The lease and lease-related documents
  • A lost of the loans against the business (amounts and payment schedule)
  • Copies of any equipment leases
  • A copy of the franchise agreement, if applicable
  • An approximate amount of the inventory on hand, if applicable
  • The names of any outside advisors

 

Notes:

Now if you’re like most other small business owners, you will have to search for most, if not all, of the items on this checklist. Once you gather ALL of the above items (all that are applicable, that is), you should spend some time updating the information and filling in the blanks. It’s pivotal that you take a long, hard look at all of this because you have most likely forgotten much of this information. You want to have all of your information in a neat and orderly format, just as if you were going to present it to a prospective purchaser. Everything starts with this information.

You need to make sure the financial statements of the business are current and as accurate as you can get them. If you’re half way through the current year, make sure you have last year’s figures, tax returns, and also year-to-date figures. Make all of your financial statements presentable. In the long run it will pay to get outside professional help, if necessary, to put the statements in order. You want to present the business well “on paper”. Later you will see pricing a small business is usually based on cash flow. This includes the profit of the business, but also, the owner’s salary and benefits, the depreciation, and other non-cash items. If the bottom line isn’t what you think it should be, don’t panic. By the time all of the appropriate figures are added to the bottom line, the cash flow may look pretty good.

Prospective buyers eventually wan tot review your financial figures. A Balance Sheet is not normally necessary unless the sale price of your business would be well over the $1 million figure. Buyers want to see your income and expenses. They want to know if they can make the payments of the business (more on this later), and still make a living. Let’s face it, if you business is not making a living wage for someone, it probably can’t be sold, and won’t be sold. You may be able to find a buyer who is willing to take the risk, or an experienced industry professionals who only looks for location, etc., and feels that he or she can increase business.

 

*Another Insider Tip:

How much you’re willing to sell your business for is not really the big question, but rather, how much of it can you keep? The Federal Tax Laws do determine how much money you will actually be able to put in the bank. How your business is legally formed can be important in determining your tax status when selling your business. For example: Is your business a corporation, partnership, or proprietorship? If you are incorporated, is the business a C corporation or a sub-chapter S corporation? There are some new tax rules, effective January 1, 2000, that impact certain businesses on seller financing. The point: before you consider price or even selling your business, it is important you discuss the tax implications of a sale of your business with a tax advisor. You do not want to be in the middle of a transaction with a solid buyer and discover that tax implications of the sale are going to net you much less than you had figured.

Business Broker helps Seller Concerns

Selling a business is often a first time event filled with unidentified obstacles for many business owners.  Selling a company usually involves both economical and psychological factors.  Many owners invest lots of hard work branding, nurturing and growing their business.  Once they have decided to sell, business owners will face many concerns.  An experienced business broker will help the owner address these items with proper planning.

A major concern of a business owner is obtaining maximum price when selling his or her business.  The asking price is what the owner desires, selling price is what the owner gets and fair market value is the highest price that a buyer will pay and lowest price an owner will accept.  A professional business broker will help the parties reach that fair market value.

Today’s potential buyers are more intelligent and demanding than those buyers of yesteryear.  Many buyers are in search of the fail proof business – the majority of which are unwilling to make the leap-of-faith necessary to pull the trigger and purchase a company.  Buyers of today are far more concerned about the financials than previously.  They are more educated and expect to buy a company and continue to operate as is with minor tweaks along the way.

A business owner should realize that often the buyer looks for growth opportunity in the business but is only willing to pay a price based on historical operating results.  The buyer’s rationale is that only he or she should benefit from their future efforts, not the seller.  The price to be paid in a buyer’s mind is based on the business owner’s past results.

Still, there are things that an owner should do before deciding on selling a business.  All hidden issues should be resolved beforehand as they will often kill a deal more times than not.  All potential legal, financial and operational items need identified and handled up front.  The financial statements should provide a proper reflection of the true earnings of the company.  An experienced business broker is invaluable in this process.  This professional can also assist with identifying the team members necessary to handle potential problems before they become a problem.

Finally, the Seller should be realistic with his or her asking price.  Starting too high will often simply scare buyers away and often sends an unintended message to the buyer that the owner is simply unrealistic and not serious about selling his or her business.  Sellers think that they can always come down on price.  The fallacy with this thinking is that the buyer merely moves on to other realistically priced companies.  The professional business broker can advise owners on what is reasonable or not.

Raleigh Business Brokers – Sell a Business Yourself?

Raleigh Business Brokers – Sell a Business Yourself?

Many business owners are hesitant to hire a professional business broker to sell their business because the owner does not want to pay a commission.  The problem with this thought process is that the owner will often unknowingly leave a substantial amount of money at the closing table by accepting a Sale Price that is substantially less than the price a professional business broker would have obtained, net of the business broker’s commission.

When a business owner makes the decision to sell a business, he or she is taking a giant step that involves the emotions as well as the marketplace, each with its own set of complexities.  Those sellers who are tempted to undertake the transaction on their own should understand both the process and the emotional environment that this process is set against.  The steps outlined below are just some of the items for a successful sale.  

While these might seem daunting to the do-it-yourself owner, by engaging the help of a professional business broker, the seller can feel confident about what is often one of the major decisions of a lifetime.

1. Set the stage
What kind of impression will the business make on prospective buyers?  The seller may be happy with a weathered sign (the rustic look) or weeds poking up through the pavement (the natural look), but the buyer might only think, “What a mess!”  Equally problematic can be improvements planned by the seller that appeal to his or her sense of aesthetics but that will, in fact, do nothing to benefit the sale of a business.  Instead of guessing what might make a difference and what might not, sellers would be wise to seek the advice of a business broker–a professional with experience in dealing regularly with buyers and with an eye experienced in properly setting the business scene.

2. Get the record(s) straight
Although outward appearance does count, what’s inside the books is even more important.  Ultimately, a business will sell according to the numbers. The business broker can offer the seller invaluable assistance in the presentation of the financials.

3. Weigh price against value
All sellers naturally want to get the best possible price for their business.  However, they also need to be realistic.  To determine the best price, a business broker will use industry-tested pricing techniques that include ratios based on sales of similar businesses, as well as historical data on the type of business for sale.

4. Market professionally
Engaging the services of a professional business broker is the key to the successful marketing of a business.  The business broker will prepare a marketing strategy and offer advice about essential marketing tools–everything from a business description to media advertising.  Through their professional networks and access to data on prospective buyers, business brokers can get the word out about the business far more effectively than any owner could manage on an individual basis.

We have a strong backlog of buyers seeking all types of companies.  Contact your Raleigh Business Brokers, TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers Raleigh to confidentially discuss “your” situation today!

What’s Selling

The below provides a summary of top selling businesses according to a recent survey.  This is in response to buyers asking us “What’s Selling”?  The national survey revealed the following percentage breakdown of business sales by business types.

Retail businesses 17%
Food & Drink related business 14%
Auto related businesses 9%
Distribution type businesses 11%
Manufacturing businesses 16%
Service type businesses 25%
Other 5%
Professional Practices 3%

Service type businesses include dry cleaners, quick print, video stores, etc.   Other businesses include coin laundries, delivery, product, and vending routes, and any that don’t fit into the other categories listed.

What does this mean to you as a business owner?  It indicates that service type businesses seem to be creating the most activity from business buyers, followed by retail and the food and drink sector.  The service sector has also been the leader in businesses sold by business brokers for the previous two years.  This coincides with the growth nationally in the service sector coupled with the broad range of businesses included in it.

The food and drink sector, which includes restaurants, fast-food, taverns, etc., has always been a popular one for buyers.  One reason is that most people frequent these types of businesses on a regular basis and therefore are familiar with them.  Plus, there has always been a certain “celebrity” status connected with this sector.

However, statistics aside, today’s buyer has more knowledge, experience and education than ever before and is willing to consider almost any type of profitable business.

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers Pittsburgh to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers Pittsburgh to confidentially discuss “your” situation today!

Pittsburgh Business Brokers – Best Time to Sell?

Pittsburgh Business Brokers – Best Time to Sell?

Many experts say that the best time to sell is when the business is better than it’s ever been.  This may be good advice, but few follow it.  Why sell when business is good?  You just suffered through a few not-so-great years and now the experts are telling you to sell?  Right or wrong – good or bad – the decision to sell is generally event-driven.  For example: declining health, a partnership break-up, personal issues, too much competition, family member elects not to purchase the business, etc.  Retirement sounds like a good reason, but it has no time pressure, unless a seller has made the decision to retire at a certain age.  Even then, when the seller realizes that he or she will have nothing to do after a sale…the idea loses its appeal.

However, one thing that a seller can do, without creating any pressure about selling or not selling, is to take a bit of time every year and prepare – just in case.  This means tying up loose ends.  Make sure financial records are current and complete, leases reviewed and renewed if necessary, any litigation resolved if possible, licenses and permits updated, agreements and contracts renewed and updated if necessary.  You could call this eliminating the surprises, and you could also call it good business.

By doing this, if a potential sale comes out of nowhere – you’ll be ready.

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers –  your Raleigh | Pittsburgh Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Pre-Selling Considerations

Pre-Selling Considerations – Raleigh Business Brokers

TMBB, your Raleigh business brokers, sometimes asks a business owner, “Do you think you will ever sell your business?”  The answers vary widely from:  “Only when I can get my price” to “Never” to a realistic “I don’t really know” with everything else in between.  “When will you sell your business?” is often asked, but very seldom answered.  Certainly, misfortune can force the decision, but no one can predict this event.  Most don’t believe or accept the old expression “It is always a good idea to sell your horse before it dies.”

There is an also an old adage:  “You should start planning on exiting your business the day you buy or start one.”  You can’t predict misfortune, but you can plan on it.  Unfortunately, most sellers wait until they wake up one morning, and just drive around the block several times working up the courage to begin the day working in their business.  This is a common sign of “burn-out” and is an-going problem with small business owners.  Or, they face family pressure to start “taking it easy,” or to move closer to the grandchildren.  Now what?

There are really only four ways to leave your business.  Obviously, the easiest is to put the key in the door and walk away.  It’s also the worst way!  The years of hard work building a business has a value.  Another way is to transfer ownership to one’s children or child.  Assuming one of them is interested and capable, it can mean a successful transfer and a possible income stream.  A third way is to sell it to an employee.  The employee may know the business, but may lack the interest or skill for ownership or the funds necessary to pay for it.  The fourth way, and the one taken by the majority of small business owners, is to sell it and move on.  Every business owner wants as much money as possible when selling, so now may be a good time to begin a pre-exit or pre-sale strategy.  Here are a few things to consider.

Buyers want cash flow.

Buyers are usually buying a business with a cash flow that will allow them to make a living and pay off the business, assuming it is financed – and most are.  Buyers will look at excess compensation to employees and family members.  They will also consider such non-cash items as depreciation and amortization.  Interest expenses along with owner perks such as auto expense, life insurance, etc., will also be considered.  A professional business broker is a good source of advice in these matters.

Appearances do count.

Prior to going to market, make sure the business is “spiffed up”.  Do all of the signs light up properly at night?  Replace carpet if worn; paint the place and replace that old worn-out piece of equipment that doesn’t work anyway.  If something is not included in the sale – like the picture of Grandfather Charlie who founded the business – remove it.  An attractive business will sell for much more than a tired and worn-out looking place.

Everything has value.

Such items as customer lists, secret recipes, customized software, good employees and other off-balance sheet items have significant value.  They may not be included in a valuation, but when it comes time to sell, they can add real value to a buyer.

Eliminate the Surprises.

No one likes surprises, most of all, prospective buyers.  Review every facet of your business and remedy any problems, whether legal, financial, governmental, etc., prior to placing your business up for sale.

Your professional business broker can assist in all facets of preparation.  They know what buyers are looking for and they also are familiar with current market conditions.

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers Raleigh to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers Raleigh to confidentially discuss “your” situation today!

Will Your Business Sell?

Will Your Business Sell? – Pittsburgh Business Brokers

At TM Business Brokers, your Pittsburgh Business Brokers, we are often asked:  what are the odds my business will actually sell?  Well, for businesses with annual sales of $750,000 or less, research indicates that the odds of your business selling are only 18 percent.  If annual sales are $750,000 to $2 million, the odds increase to 25 percent.  If the annual sales is above $2 million, the odds increase to 30 + percent.  Note that approximately 75 percent of all businesses have annual sales of less than $750,000.

What does this all mean?  To put it bluntly: if you are thinking of selling your business, you have about a one in five chance of it actually selling.  This obviously begs the question: why are the odds so poor?  One would think that if you put your business on the market, it should sell in a reasonable length of time.  Here are some reasons why some businesses don’t sell – as explained by various business brokers and intermediaries.  They are excerpted from an article in INC magazine, April 2002.

  • The cash flow was strong, but a lot of buyers thought that the deal was overpriced.
  • Buyers were intrigued, but the economics of the deal didn’t make sense, and the seller wouldn’t negotiate.
  • There was serious interest, but the owner got distracted by an arrangement with a friend to solicit offers.  None came through.
  • We almost had a deal, but financing was impossible to find.
  • We had three offers, including an accepted bid for $4 million, but the buyer couldn’t get financing.
  • The deal dragged on for months but fell apart for lack of financing.

They say that timing is everything.  Many business owners wait until the economy is down.  Their own business is also paying the price for the slowdown, so they elect to sell.  Now they discover that the price they thought they could get for their business is not realistic in today’s market.   Sellers should keep in mind that the best time to sell is when their business is doing well.

One factor that emerges from the comments by intermediaries above is the lack of financing.  This would seem to indicate that the sellers wanted all cash, or, at least, a good portion of the selling price in cash.  Three of the above comments stated that the reason the deal didn’t go through was that “financing was impossible to find,” “the buyer couldn’t get financing,” and “…fell apart for lack of financing.” The reasons that obtaining financing is so difficult are (1) the business doesn’t qualify for financing, (2) the buyer doesn’t qualify for financing, and, most importantly, most small businesses are not financeable.  Banks are generally not interested; the Small Business Administration (SBA), although certainly an option, only comes through in less than 10 percent of deals.  If lenders are not interested in financing the sale of the business, there are only two choices: the buyer pays all cash or the seller finances the sale.

Tips for a fast sale

  • Have up-to-date financial information available
  • Prepare a current list of fixtures & equipment
  • Maintain normal business hours
  • Spiff up the business
  • Set a realistic price
  • Be willing to negotiate
  • Gather all of the information a buyer might like to review

Here are two major ways to increase the odds that your business will be the one in five that sells:

  • Make sure that you are serious before you put your business up for sale.  You should be willing to accept, within reason, what the marketplace is willing to pay.  It’s not what you want for your business, or what your accountant says it’s worth – it’s what a buyer is willing to pay.  Find out if the price you are asking is in the “ballpark” before you go to market.  Your local business brokerage professional is a good place to start.  He or she can tell you what similar businesses have sold for and what you might expect to receive if you sell now.
  • Be willing to finance the sale of your business.  Counting on the businesses selling for all cash or assuming that the business can be financed will most likely make your business one of the four that don’t sell.  By showing your willingness to assist in the financing, you reassure the buyer that you have confidence in the businesses’ ability to finance itself.  Also, keep in mind that by financing the business you will be entitled to interest on the balance, thereby increasing the price you will receive.

Following these guidelines and tips might not sell your business, but it will certainly increase the odds.  Almost any business will sell under the right circumstances.  If you are serious about selling, the first step would be to call a professional business broker.  He or she can answer all of your questions about the selling process and what it takes to sell your business in today’s economic climate.

The Perfect Business

The perfect business, the one that would be sure to sell, has the following attributes:

  • a reasonable price
  • a reasonable down payment (hopefully 40 percent of the full price or less)
  • seller financing
  • reasonable sales (hopefully increasing each year)
  • seller earnings of $60,000 or more
  • a compelling reason for sale
  • a desired or popular industry type
  • attractive and strategic location (if important for business type)

There is an old saying that goes something like this: “The worst day of working for yourself is better than the best day of working for someone else.”

Work on Your Books

Raleigh Business Brokers – Work on Your Books

Business owners often ask us what things they should be doing to get ready for the sale of a business.  While there are many items an owner can do with proper planning, one of the major items that we at TM Business Brokers suggest is to get your financial affairs in order and “work on your books”.

Clean up the balance sheet and keep non-business related expenses off the profit and loss.  Increase your bottom line as much as possible and in turn increase the amount of bank financing that a potential buyer will qualify for.  In turn, the owner will then need a lower level of seller financing to successfully sell a business.

Don’t over borrow.  Keep an continuous eye on your books.  The following article addresses one business owners struggles by not keeping an eye on his books.

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers –  your Raleigh Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Reasons People Sell a Business

Pittsburgh Business Brokers – Reasons People Sell a Business

Individuals have any number of reasons for starting a business, but new research has found that there three main reasons owners sell their businesses.  That research found that owners whose businesses were worth more than $5 million sold their businesses to avoid tax changes, to retire, to avoid burnout and to pursue new opportunities.

One group in particular is driving the sales of many of these businesses, the researchers found.

Read more: http://smallbusiness.foxbusiness.com/sbc/2012/12/11/no-1-reason-people-sell-business/

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers –  your Pittsburgh Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

 

Sell Your Business or Buy a Business?

Sell Your Business – Pittsburgh | Raleigh Business Brokers

Selling your business or buying a business?  Either way, both culminate with a closing which is the formal transfer of a business.   This represents the successful culmination of many months of hard work, extensive negotiations, lots of give and take, and ultimately a satisfactory meeting of the minds.  The document  which governs the closing is the Purchase and Sale Agreement.  TM Business Brokers, your Pittsburgh | Raleigh Business Brokers, recommends that the Purchase and Sale Agreement  contain the following items:

• A description of the transaction – Is it a stock or asset sale?

• Terms of the agreement – This covers the price and terms and how it is to be paid.  It should also include the status of any management that will remain with the business.

• Representations and Warranties – These are usually negotiated after the Letter of Intent is agreed upon.  Both buyer and seller want protection from any misrepresentations.  The warranties provide assurances that everything is as represented.

•  Conditions and Covenants – These include non-competes and agreements to do or not to do certain things.

There are four key steps that must be undertaken before the sale of a business can close:

1.  The seller must show satisfactory evidence that he or she has the legal right to act on behalf of the selling company and the legal authority to sell the business.

2.  The buyer’s representatives must have completed the due diligence process, and claims and representations made by the seller must have been substantiated.

3.  The necessary financing must have been secured, and the proper paperwork and appropriate liens must be in place so funds can be released.

4.  All representations and warranties must be in place, with remedies made available to the buyer in case of seller’s breech.

There are two major elements of the closing that take place simultaneously:

• Corporate Closing: The actual transfer of the corporate stock or assets based on the provisions of the Purchase and Sale Agreement.  Stockholder approvals are in, litigation and environmental issues satisfied, representations and warranties signed, leases transferred, employee and board member resignations, etc. completed, and necessary covenants and conditions performed.  In other words, all of the paperwork outlined in the Purchase and Sale Agreement has been completed.

• Financial Closing: The paperwork and legal documentation necessary to provide funding has been executed.  Once all of the conditions of funding have been met, titles and assets are transferred to the purchaser, and the funds delivered to the seller.

It is best if a pre-closing is held a week or so prior to the actual closing.  Documents can be reviewed and agreed upon, loose ends tied up, and any open matters closed.  By doing a pre-closing, the actual closing becomes a mere formality, rather than requiring more negotiation and discussion.

The closing is not a time to cut costs – or corners.  Since mistakes can be very expensive, both sides require expert advice.  Hopefully, both sides are in complete agreement and any disagreements were resolved at the pre-closing meeting.  A closing should be a time for celebration!

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers –  your Pittsburgh | Raleigh Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Looming Tax Hike Motivates Owners

TM Business Brokers Raleigh say a looming increase in the capital-gains tax rate next year is fueling sales of some privately-held businesses.

Many business owners—mostly founders who could gain a lot from a sale—are looking to close deals before next year, when the maximum tax on investment income is scheduled to rise from 15% currently to at least 23.8% on most capital gains, at least for higher-income households.  Many sellers intend to convert their equity into retirement funds or just start anew.

“It just made more sense for me to take my chips off the table and go do something else,” said Bert Wolf, 60 years old, who has an agreement to sell his compressed-gas business, Acetylene Oxygen Co. of Harlingen, Tex., before year-end.

Mr. Wolf added that if he waited until after the tax increase to sell, he would have to expand the business at the current rate “for at least 3 or 4 more years to achieve the same after-tax sales dollar.”  He is profiting on the sale of his business to Praxair, Inc, a public company.

“There’s a kind of a panic on to get things done,” said Beatrice Mitchell, co-founder of Sperry, Mitchell & Co. Inc., a New York investment bank that is advising Mr. Wolf on the sale.

To be sure, the weak economy has been difficult for many small-business owners across the board.  The median selling price for U.S. small businesses in the quarter ended Sept. 30 was $174,000 down 8.2% from four years earlier, according to BizBuySell.com, an online small-business marketplace.  The firm’s findings are based on sales, reported voluntarily by business brokers and mostly of less than $1 million, in 70 major markets.

Read more:

http://online.wsj.com/article/SB10001424052970204789304578088931525397120.html?mod=WSJ_SmallBusiness_LEFTTopStories

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers Raleigh to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers Raleigh to confidentially discuss “your” situation today!

 

 

You Want How Much for Your Business?

Pittsburgh Business Brokers – You Want How Much for Your Business?

Buyers of small to medium-sized companies have many questions for the business owner.  One of the first questions relates to asking price.  When the owner responds, the above question is often the prospective buyer’s first response when given the price of a seller’s business.

This is especially true today when many excellent and profitable businesses have few hard or physical assets.  For years, buyers, and even business appraisers, have called the difference between the actual physical assets and the asking price as “blue sky.”  Goodwill has often been a prime force behind the blue sky concept, and it is one of the reasons a potential buyer might feel that the seller is asking an “arm and a leg” for the business.  Goodwill has been called many things – very few of them good.

However, today’s goodwill is more than just the hard work and effort a business owner has put into building the business.  The Web site name alone may be worth a lot of money.  Think “Google,” which by now may have achieved the same name recognition as Kleenex.  If another search engine company could use that name, the business could be worth millions – even billions.  The technology behind the name has a lot of value, but it’s important to remember that the name recognition or brand name, which is known all over the world, is also where the big bucks lie.

How does this relate to goodwill?  The goodwill of a business can include patents, copyrights, its Web site and/or domain name, licenses, trademarks, proprietary software, secret recipes (What is the value of the secret recipe for Coke?), royalties – the list goes on and on.  Would a McDonald’s business, assuming the same sales and profit, have the same value if the name and franchise were not included.

Buyers are beginning to realize that much of the value of a business in today’s world is not to be found in the hard assets such as the fixtures and equipment, but in the intangibles that create the income.  Take the McDonald’s just mentioned, it may have beautiful stainless steel equipment, but the equipment is only worth the income it can produce; and to take it a step further, there are warehouses in every major city in the country full of “for sale” stainless steel equipment.  The real value is the name and what it represents to the dining public.

For those who are considering selling their business in the near future, this new emphasis on goodwill means that some business procedures need to be changed.  Operations manuals should be copyrighted, Web sites and domain names should be protected,  product and specific service names should be trademarked, inventions patented.  There needs to be emphasis placed on intangibles that have to be earned, such as name recognition, brand names, employees, business relationships with suppliers and customers, long-term advertising, reputation, etc.  Don’t let anyone tell you that goodwill does not have value – it is most likely the most valuable asset of your business.

Goodwill should be as protected as the law will allow.  A visit to an Intellectual Property attorney may well be the best investment a seller can make.

For those who are considering buying a business, make no mistake about it, in many cases, what you are really buying is the goodwill of the business.  If a buyer is still hung up on buying the stainless steel equipment, we have a warehouse full of it for sale!

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Best Time to Sell Your Business?

TM Business Brokers Raleigh – Best Time to Sell Your Business?

The best time to sell your business is when the business is better than it’s ever been.  This may be good advice, but few follow it.  Why sell when business is good?  You just suffered through a few not-so-great years and now the experts are telling you to sell?  Right or wrong – good or bad – the decision to sell is generally event-driven.  For example: declining health, a partnership break-up, personal issues, too much competition, family member elects not to purchase the business, etc.  Retirement sounds like a good reason, but it has no time pressure, unless a seller has made the decision to retire at a certain age.  Even then, when the seller realizes that he or she will have nothing to do after a sale…the idea loses its appeal.

However, one thing that a seller can do, without creating any pressure about selling or not selling, is to take a bit of time every year and prepare – just in case.  This means tying up loose ends.  Make sure financial records are current and complete, leases reviewed and renewed if necessary, any litigation resolved if possible, licenses and permits updated, agreements and contracts renewed and updated if necessary.  You could call this eliminating the surprises, and you could also call it good business.

By doing this, if a potential sale comes out of nowhere – you’ll be ready.

We have a strong backlog of buyers seeking all types of companies.  Contact TM Business Brokers Raleigh to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers Raleigh to confidentially discuss “your” situation today!

Pittsburgh | Raleigh Business Brokers – Preserving the American Dream…

Pittsburgh | Raleigh Business Brokers – Preserving the American Dream…

The tenets of this dream – owning a home, getting an education, having a job or owning a small business, and achieving financial self-sufficiency – are being crushed by regulations that are killing small businesses and the community-based financial institutions that support them.  The American Dream depends on jobs and opportunities and it’s well known that small businesses create the majority of new jobs, while community-based institutions disproportionately finance small business growth.

The importance of Main Street financial institutions, which drive the national economy one community at a time, cannot be underestimated.  By financing the small businesses that create 65% of new jobs, they drive consumer spending, which represents about 70% of the U.S. economy.  Today, however, “Big Bank” policies are limiting the ways that Main Street banks and credit unions can generate income and lend to small businesses, while subjecting them to onerous compliance burdens.  These and other policies are also harming small businesses by limiting their access to capital and burying them under regulations that consume valuable resources and increase operational costs.

Read more:

http://smallbusiness.foxbusiness.com/entrepreneurs/2012/09/18/preserving-american-dream-through-small-businesses/#ixzz28tbhWL67

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

 

Pittsburgh | Raleigh Business Brokers – Small Businesses Fear Fiscal Cliff

Pittsburgh | Raleigh Business Brokers – Small Businesses Fear Fiscal Cliff

A recent survey indicates many business owners do not believe the country will avoid the tax increases and deep spending cuts that are set to take effect at year-end unless Congress and President Barack Obama agree on a new deficit-reduction plan.  A survey of the 833 business owners found that 47% of small-business owners and chief executives share this opinion.  In comparison, 38% of respondents said they thought lawmakers would be able to reach an agreement.  Another 14% weren’t sure.

In the survey, 62% said they favor repeal of Mr. Obama’s Affordable Care Act and 94% said they offer health insurance to their employees.

More than two-thirds of the respondents said they plan to vote for Mr. Romney, versus 19% for Mr. Obama.

Read more:

http://online.wsj.com/article/SB10000872396390443493304578034342001402834.html?mod=WSJ_SmallBusiness_LEFTTopStories

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Pittsburgh | Raleigh Business Brokers – Selling Your Business?

Pittsburgh | Raleigh Business Brokers – Selling Your Business?

Millions of companies are sold or transferred annually.  To most business owners, the sale of a business is a first time experience and for most a once in a lifetime event.  Accordingly, sellers should have your Pittsburgh | Raleigh Business Brokers – TM Business Brokers on your side.  Here’s some additional items to consider.

A corporate buyer, however, may have been involved in quite a few transactions – some that worked and some that did not..  What does this mean for the seller?  The acquirer may have an experienced team or have been through the business transaction process more than once resulting in a lopsided contest — the amateur (the seller) versus the professional (the acquirer).

Selling a business is not like selling real estate.  Confidentiality is, in most cases, critical.  A seller does not want employees, suppliers, and customers/clients to be aware of a possible sale.  The sales process also cannot distract the owner(s) from managing the day-to-day operation of the business.  Real estate is also much easier to finance than a business purchase, unless the acquirer is a first-rate company.

It is important that sellers do their own due diligence on a prospective acquirer to make sure that the acquirer can complete the transaction if both sides are in complete agreement on terms and conditions.  The seller has most likely retained a professional intermediary, paid that firm a retainer, retained legal and accounting professionals, etc.  Since the potential acquirer will want to do his or her own due diligence, it is important that the seller do so also.

Where is the Money?

All acquirers, whether big or little, should be able to show the seller that they have the financial resources to make the deal.  Unless the acquirer is a large and successful company, where acquisition funds are not an issue, an acquirer’s financial statements and/or the company’s financial statements should be made available.  A credit report would also be important.  An acquirer who can complete the sale, subject to due diligence, should not have difficulty supplying this information.

What do References Reveal?

A seller should check for information about any prior deals that the acquirer has made.  This would include any financing contacts or other lenders.  This list would include any previous acquisitions.  Talking to a previous seller can reveal how their deal went; how the acquirer was to work with; whether they did everything they said they would; etc.  Talking to managers of previous acquisitions by the buyer can tell a seller how employees were treated, etc.

Does the Chemistry Work?

It is important that the chemistry clicks between the seller and the acquirer.  Due diligence on both sides can help build the trust necessary for the deal to work both ways.  If the seller is staying with the company for an extended period of time, it is also critical that he or she is comfortable not only with the acquirer, but also with the new management team if it’s not the people who are doing the deal.

Several million businesses change hands every year.  The vast majority of sellers are selling a business for the first time.  It’s very important that they use professional help. Without it, they may likely receive less than fair value, be involved in a difficult selling experience, and may not receive all of the monies due them.  Professional advisers such as intermediaries, lawyers (only those with deal experience) and accountants are necessary.

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Steps Sellers Can Take to “Sell My Business”

Steps Sellers Can Take to “Sell My Business” – Pittsburgh | Raleigh Business Brokers

A potential Seller inquired yesterday “what steps can I take to increase my chances of selling my business?”  We are often asked this question.  As our first reply, we always recommend using your professionals at Pittsburgh | Raleigh Business Brokers

In addition to using an experienced, professional business broker, there are specific steps you can take to increase the chance of a successful closing.

Know why you want to sell your business.  
Before placing your business for sale, it is important that you both know why you want to sell your business and that you are certain about this decision.

Have a plan for what you will do following the closing.

Make sure important parties are on board.  The time to discuss the sale of your business, as well as future plans, with partners, spouses, children and other involved parties is before you list.

Communicate to your outside advisors that you want the deal to work.  Protect your interests, but don’t kill the deal!

Finally, Choose your battles.  Both buyers and sellers need to be willing to compromise.  It is helpful to consider in advance the areas that are most important to you so you can come to the table with a willingness to compromise in other areas.  There must be a win-win for both seller and buyer.

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Pittsburgh | Raleigh Business Brokers – Cashing Out?

Pittsburgh | Raleigh Business Brokers – Cashing Out?

Business owners have more options than they realize when it comes time to sell or “cash out”.  The following article summarizes several.  Taking the wrong approach could have serious financial consequences for both the entrepreneur and the company.  So it pays to know the pros and cons of the several ways to cash out and to think carefully about which is the right fit for your business and you.

An outright sale is probably the simplest way to exit a business.  This approach makes sense when an owner’s family members have no interest in taking it over or when the owner can’t figure out how to take the company to the next level or meet challenges that may have arisen.

There are two ways to cash out:  An owner can sell the company’s assets outright, or he can sell his stock in the company (or units if it is a limited-liability company).  Stock sales tend to benefit the seller, while asset sales are more beneficial to the buyer.

Asset buyers are getting the company’s physical equipment, facilities and customers, as well as intangibles such as trademarks and goodwill, and as a result are generally protected against prior claims against the business.  For example, the previous owners would most likely be responsible if an environmental claim were made against their former property or if an employee hired on their watch filed some sort of lawsuit.

Read more:

http://guides.wsj.com/small-business/buying-and-selling-a-business/how-to-choose-the-right-way-to-cash-out-of-your-business/

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Financing Availability / Applying for SBA Loans

Financing Availability / Applying for SBA Loans

A recent survey of 260 business brokers across the nation revealed the following:

68.8 percent said that financing availability has not improved since 2011.  That percentage is virtually unchanged from August 2011, when 67.8 percent of surveyed brokers said financing had not improved from 2010.

Respondents were not optimistic for the remainder of 2012 either as 72.9 percent of brokers expect no change in funding availability through the rest of the year.  Another 19 percent believed financing availability will tighten even further.

Buyers are ready to buy and sellers are ready to sell, but without third-party financing help, they are being forced to find new ways to piece together deals.  Of course, sometimes they can’t find a solution and, as a result, some good deals aren’t getting done.

Lending Restrictions Most To Blame

Banks took the most heat from business brokers for the lack of available financing, with 55.0 percent of respondents explaining that conditions aren’t improving because “banks continue to have more stringent lending policies.”  Government actions made little to no difference, cited 40.8 percent of surveyors, and 36.2 percent noted that the loan process has become more difficult since 2011.  In short, most brokers see a very tough financing environment that is discouraging potential buyers and causing them to give up looking for funding.

Seller Financing the Solution

With third-party financing so hard to secure, most business owners have turned to seller financing as a way of enticing prospective buyers.  Nearly 50 percent of brokers surveyed listed seller financing as “essential” in speeding up the business sale process and another 40 percent cited it as “important”.  Only two percent found it unnecessary in today’s market.

In addition, one-third of brokers surveyed indicated that nearly all small business sales included seller financing while a further 35.5 percent of brokers indicated that most (i.e., 60 to 89 percent) of the deals they see include seller financing.

Survey data supported the fact that seller financing has become the norm.  Over 53 percent of brokers noted that more sellers are willing to offer seller financing in 2012 compared to 2011.

MSNBC’s – Applying for SBA Loans

The U.S. Small Business Administration doesn’t actually loan money directly to small companies, but it does back loans given by banks.  This allows the lender to take a little more risk than it might normally do.  To learn more, click here.

http://www.openforum.com/videos/wheres-the-money-applying-for-sba-loans?goback=%2Egde_1806481_member_161351166

TM Business Brokers, however, continue to get deals done!

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Pittsburgh | Raleigh Business Brokers – Americans Love Small Business

Pittsburgh | Raleigh Business Brokers – Americans Love Small Business

The following statistics support why we have so many buyers looking to purchase small and medium-size businesses.

Almost nine in 10 adults (88 percent) have a favorable view of small business, compared with the two-thirds (67 percent) who have a positive view of major companies, according to a telephone survey of 1,750 adults sponsored by the Public Affairs Council, a nonprofit group for public affairs officials.  More than half (53 percent) have a “very favorable” view of small business, in contrast to only 16 percent who hold the same view about major corporations.

Read more:

http://smallbusiness.foxbusiness.com/entrepreneurs/2012/08/20/why-americans-still-love-small-businesses/#ixzz25swlmvEK

http://www.businessnewsdaily.com/715-credit-access-small-business-growth-obama.html

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying the sale of your business for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Pittsburgh | Raleigh Business Brokers – “Why Waiting to Sell Your Business Might Backfire”

Pittsburgh | Raleigh Business Brokers – “Why Waiting to Sell Your Business Might Backfire”

The following Wall Street Journal article is a good supplement to our prior post today regarding “The Economy Stole My Retirement”.  This second article summarizes some reasons why a business owner may not want to wait sell a business.  Your decision to do so may very well backfire on you.

http://online.wsj.com/article/SB10000872396390444506004577618054291802614.html?mod=WSJ_SmallBusiness_LEADNewsCollection

This article also does not address the fact that many small businesses simply are not sellable in any market.  The sluggish economy may not be why a company will not sell.  You may have a business that will not sell in a good economy.

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an adviser who does not sell companies for a living.  You may be delaying your retirement for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

Pittsburgh | Raleigh Business Brokers – The Economy Stole My Retirement

Pittsburgh | Raleigh Business Brokers – “The Economy Stole My Retirement”

The following Wall Street Journal article summarizes some situations faced by many retirement aged business owners.  A large portion of their net worth is tied to the retirement nest egg in their business.  And, that net worth has declined over the past several years for many owners.

http://online.wsj.com/article_email/SB10000872396390444230504577615861593287688-lMyQjAxMTAyMDMwMDAzODA3Wj.html?mod=wsj_valetleft_email&goback=%2Egde_2907875_member_157100085

What the article does not address is the fact that many small businesses simply are not sellable in any market.  The sluggish economy may not be why a company will not sell.

We have a strong backlog of buyers seeking all types of companies.  Contact your Pittsburgh | Raleigh Business Brokers – TM Business Brokers to learn whether or not you have a sellable business.  Do not make the mistake of relying on an advisor who does not sell companies for a living.  You may be delaying your retirement for the wrong reasons.

Now may be your time.  Contact the experienced professionals at TM Business Brokers to confidentially discuss “your” situation today!

 

Wireless Business for Sale – $630,000 Cash Flow

Wireless Business for Sale – $630,000 Cash Flow

Presented by:  Pittsburgh | Raleigh Business Brokers – TM Business Brokers

Location : Pennsylvania

Seller Financing Available

Asking Price:  $1,900,000 
Gross Revenue:  $1,800,000

Business Description

Multi-location and well-established niche wireless related operation.  Solid management in place in all locations.  The business is experiencing very positive growth trends with continued growth potential of 100-200%.   Turn-key operation.  The seller will provide all necessary transitional support and training – flexible seller.  Reasonable proposals will be considered.  Contact Pittsburgh | Raleigh Business Brokers – TM Business Brokers today!

Health Insurance for Small Business

Pittsburgh | Raleigh Business Brokers – TM Business Brokers, via Tony McDaniel,  recently requested LinkedIn recommendations for health insurance for the raleigh small business owner.

Following are the recommendations:

11 comments to TM Business Brokers post

William BlackmonWilliam Blackmon • Now this is a great questions. I am all ears as I wish to learn more about what services are out there for NC based small business.
Nancy Williams

Nancy Williams • There is no blanket answer on what is the best health insurance for the small business owner – each situation is going to be different. Depending on how many employees, what health conditions may already exist, how many dependants, etc will go into the equation when we make recommendations on a carrier and/or a plan. I always meet with my clients individually to go over what their budget and needs are and we find the right carrier and plan based upon that information.

There’s a lot of small business owners out there that are paying more for their health insurance than they need to. Always a good idea to talk to a health insurance specialist and have an insurance review. You don’t know what you don’t know.

Many of the plans will include vision and dental is generally sold separately. I have found a carrier that has an excellent plan and is about half the price of BCBS’s dental.

Naturally, I’d be happy to assist! Another thing the small business owner should look at is disability insurance. Its important to protect the income!

 

Shelli Dallacqua

Shelli Dallacqua • I highly recommend Forrester and Associates in Durham. They specialize in providing health benefits as well as vision and dental for small businesses. They’ll give you a free quote. You can find more information on their website athttp://forresterinsurance.com/. I use Rachel Lyons as my consultant and you can contact her at RLyons@forresterinsurance.com

Dan Daniel, CLU, MBA

Dan Daniel, CLU, MBA • Strategic Employee Benefit Services (SEBS) is a Member of the Northwestern Mutual Financial Network. We provide value added services in addition to brokering health plans from Blue Cross, United Healthcare and others. I’d be happy to assist you with your needs. I can be reached at (919) 755-3242.

Mike Komives

Mike Komives • I recommend you contact Phil Wolf of the Insurance Center of Durham. Phil is very knowledgeable about health insurance issues, helpful and realistic. I have personally watch Phil as a regular guest speaker at numerous workshops.

Gayle Hart

Gayle Hart • I was recently laid off and went into business for myself. I have no other employees, so this may not apply to your situation, but I registered with the Freelancers Union (http://www.freelancersunion.org/), at no cost to me, and am planning to enroll in one of the Golden Rule plans United Health offers to union members–it is about half the cost of COBRA. I haven’t looked into it yet, but the Freelancers Union also offers some help with 401K and FSA.

Tamra Demello

Tamra Demello • Our company specializes in insurance for the self employed and small business owner. You have a lot of available options. I would welcome the opportunity to analyze your individual situation and custom design a solution that would meet your needs in the most cost effective way. I welcome the opportunity to help you in any way I can.

Jamie Glass

Jamie Glass • I also highly recommend Forrester Insurance in Durham. You will receive personalized, professional assistance.

Lauren Campbell

Lauren Campbell • Sit down with Brian Trebenski with ABEO Insurance Agency. He has helped several of small business owners we deal with and we have heard nothing but rave reviews! He will help evaluate your needs and really goes the extra mile for his clients. Please let me know if you need more contact information. He can be found at:http://www.abeoins.com/

Tony McDaniel

Tony McDaniel • I appreciate the recommendations. Thank you for taking the time to provide them!

 

Landon Watts

Landon Watts • David Charland – Pierce Group Benefits dcharland@piercegroupbenefits.com (888) 662-7500 www.piercegroupbenefits.com

Featured Business for Sale – $2,200,000 Cash Flow

Featured Business for Sale – $2,200,000 Cash Flow

Presented by:  Pittsburgh | Raleigh Business Brokers – TM Business Brokers

Growing Lead Generation Company : Mid-Atlantic, North East (Relocatable)

Seller Financing Available

Asking Price:  $5,900,000 
Gross Revenue:  $3,500,000

Business Description

Growing Mid-Atlantic based Lead Generation Company for Sale.  Full-service one-stop shop for all lead generation services.  Dynamic business model and extremely profitable.  Tremendous growth potential exists.  The business can be relocated to anywhere nationwide.  The seller will provide all necessary transitional support and training – flexible seller.  Reasonable proposals will be considered.  Contact Pittsburgh | Raleigh Business Brokers – TM Business Brokers today!

Pittsburgh | Raleigh Business Brokers – Buyer Profiles

Pittsburgh | Raleigh Business Brokers – Buyer Profiles

TM Business Brokers report a variety of business buyers are seeking small to medium sized companies.  Just as small business itself has become more sophisticated, the people interested in buying businesses have also become more divergent and complex.  The following are some of today’s most active categories of business buyers:

Family Members

Members of the seller’s own family form a traditional category of business buyer – a category of buyers that is “tried” but not always “true.”  There is something appealing about a family member taking over the business.  There is a sense of keeping the business in the family and an assumption that such an arrangement will translate into the prime advantage of continuity.  Continuity may in fact be the result as long as the family member buying the business treats the role as something akin to a hierarchical responsibility.  This can mean years of planning and diligent preparation, involving all or many members of the family in deciding who will be the “heir to the throne.”  If this has been done, the family member may be the best type of buyer.

Too often, however, the difficulty with the family member as buyer lies in the conflicts that may develop.  For example, does the family member have sufficient cash to purchase the business?  Can the selling family member really leave the business?  In too many cases, these and other conflicts result in serious disruption to the business itself and/or to the sales transaction, not to mention the impact on family relationships.  An outside buyer eliminates these often insoluble problems.

When considering a family member as a buyer, a business owner should carefully evaluate three factors: ability, family agreement, and financial worthiness.

Business Competitors

This is a category often overlooked as a source of prospective purchasers.  The obvious concern is that competitors will take advantage of the knowledge that the business is for sale by attempting to lure away customers or clients.  However, if the business is compatible, a competitor may be willing to “pay the price” to acquire a ready-made means to expand.  A business brokerage professional can be of tremendous assistance in dealing with the competitor.  They will use confidentiality agreements and will reveal the name of the business only after contacting the seller and qualifying the competitor.

The Foreign Buyer

Many foreigners arrive in the United States with ample funds and a great desire to share in the American Dream.  Many also have difficulty obtaining jobs in their previous professions, because of language barriers, licensing, and specific experience.  As owners of their own businesses, at least some of these problems can be short-circuited.

These buyers work hard and long and usually are very successful small business owners.  However, their business acumen does not necessarily coincide with that of the seller (as would be the case with any inexperienced owner).  Again, a business broker professional knows best how to approach these potential problems.

Synergistic Buyers

These are buyers who feel that a particular business would compliment their business and that combining the two would result in lower costs, new customers, and other advantages.  Synergistic buyers are more likely to pay more than other types of buyers, because they can see the results of the purchase.  Synergistic buyers seldom look at the small business, but they may find many mid-sized companies that meet their requirements.

Financial Buyers

This category of buyer comes with perhaps the longest list of criteria and demands.  These buyers want maximum leverage, but they also are the right category for the seller who wants to continue to manage his company after it is sold.  Most financial buyers offer a lower purchase price than other types, but they do often make provision for what may be important to the seller other than the money—such as selection of key employees, location, and other issues.

For a business to be of interest to a financial buyer, the profits must be sufficient not only to support existing management, but also to provide a return to the owner.

Individual Buyer

When it comes time to sell, most owners of the small to mid-sized business gravitate toward this category of buyer.  Many of these buyers are mature (aged 40 to 60) and have been well-seasoned in the corporate marketplace.  Owning a business is a dream of theirs, and one many of them can well afford.  The key to approaching this kind of buyer is to find out what it is they are really looking for.

The buyer who needs to replace a job can be an excellent prospect.  Although owning a business is more than just a job, and the risks involved can frighten this kind of buyer, the buyer without a current job will have the “hunger” necessary to take the leap.  A further advantage is that this category of buyer comes with fewer complications than many of the other types.

A Final Note

Your Pittsburgh | Raleigh Business Brokers – TM Business Brokers has the experience needed to sort out the “right” type of buyer.

Raleigh Business Brokers – Buyers Want to Know?

Raleigh Business Brokers – Buyers Want to Know?

Buyers often seek profitable companies that they like and can see themselves running on a daily basis.  During their search, buyers have many questions that they want answers to, some of which include the following:

What is the required capital investment?

What is the annual net increase in sales?

What is in inventory?

What is the debt?

What is the prospect of the owner staying on?

What makes this company different/special/unique?

What further defines the product or service?  Bid work?  Repeat business?

What can be done to grow the business?

What can the buyer do to add value?

What is the profit picture in bad times as well as good?

Contact your Raleigh Business Brokers – TM Business Brokers to learn more!

Building a Sellable Service Business – Pittsburgh | Raleigh Brokers

Building a Sellable Service Business – Pittsburgh | Raleigh Brokers

To build a sellable service business – you need to set up your company so that it is no longer reliant on you according to Pittsburgh | Raleigh Brokers – TM Business Brokers.

This can be easier said than done, especially when, like a PR consultant or plumber, what you are selling is your expertise.

To scale up a knowledge-based service business, you first have to figure out how to impart your knowledge to your employees, so that they can deliver the goods.  However it can be difficult to condense years of school and on-the-job learning into a few weeks of employee training.  The more specialized your knowledge, the harder it is to hand off work to juniors.

The key to scaling up a service business can often be found by offering the service that prevents customers from having to call you in the first place.  You have to shift from selling the cure to selling the prevention.

Fixing what is broken is typically a hard task to teach; however, preventing things from breaking in the first place can be easier to train others to do.

For example, it takes years for a dentist to acquire the education and experience to successfully complete a root canal, but it’s relatively easy to train a hygienist to perform a regularly scheduled cleaning.

It’s almost effortless for a real estate manager to hire someone to clean the eaves trough once a month, but repairing the flooded basement caused by the clogged gutters can be quite complex.

For a master car mechanic, overhauling an engine that has seized up takes years of training, but preventing the problem by regularly changing a customer’s oil is something a high school student can be taught to do.

For an IT services company, restoring a customer’s network after a virus has invaded often takes the know-how of the boss, but preventing the virus by installing and monitoring the latest software patches is something a junior can easily be trained to do.

When you’re selling your expertise, it can be tough to hire a team to do the work for you.  As ironic as it sounds, sometimes the key to getting out of doing the work is to offer a preventive service, which not only maintains your business income, but also eliminates the need for someone to call you in the first place.