Four Common Seller Mistakes

Sellers are just like everyone else in that they can make mistakes.  In this article, we’ll explore some of the most common mistakes that we see along with some of the repercussions. 

1. Not Seeing the Buyer’s Point of View

The first major mistake that sellers make is that they simply fail to look at the situation from the buyer’s perspective.  One of the smartest moves any seller can make is to step back and ask themselves two key questions. 

 “What information would I expect to see if I was thinking about buying this business? 

“Would I trust the information being presented to me if I was the buyer?” 

While there are many other questions sellers can ask to help reframe their thinking, these two simple questions can orient a seller’s thinking towards a buyer’s perspective.  Additionally, investing the time to understand the buyer’s position can help avoid a range of problems and help smooth out the negotiation process.

2. Neglecting the Business During the Sales Process

Another seller mistake we see is that the seller neglects the business during the sales process.  This can have significant negative long-term consequences.  Sellers must understand that they must maintain the day-to-day operations as though the business is still theirs.  The old saying, “Don’t count your chickens before they’ve hatched,” most definitely applies to selling any business.  Business deals fall apart all the time.  This is true from small deals to corporate acquisitions. 

3. Overall Lack of Preparation 

Any seller who is truly serious about selling his or her business will have all of their documentation available and well organized.  This list would include financial records, environmental studies, business forecasts and more.  It is important to make a good impression and convey to prospective buyers that a business is well organized and ready to be sold.  Disorganization on any level could make prospective buyers worry that the business isn’t being operated in a professional manner.

4. Holding Misconceptions Around a Business’ Value

Finally, a real “deal killer” can be when sellers don’t understand (or have a mental block) concerning the real value of their business.  This issue can lead many business owners to set a price that is simply too high or even completely unrealistic.  Many sellers have put years of blood, sweat and tears into a business.  Learning that their business isn’t as valuable as they had hoped can be an emotional, psychological and financial blow all in one.  But sellers also have to adjust to the realities of what the market will bear. 

Avoiding seller pitfalls is incredibly important.  Working with a skilled and proven business broker or M&A advisor is a way for buyers and sellers alike to avoid an array of significant problems that could otherwise arise.

Copyright: Business Brokerage Press, Inc.

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How Should Your Company Deal with an Orphaned Product?

Keeping a product or service around that isn’t pulling its weight might prove to not be a very good idea.  You may have invested a good deal of time and resources into its development, but if that product or service is no longer contributing to your bottom line, it might be time to cut it loose.  Even if your product is pulling its weight, but doesn’t fit into your overall core business, then you should still consider getting rid of this “orphaned product.”  Let’s take a look at some of the reasons you might want to keep or remove, an orphan product from your company.

There are four main reasons why a company might want to divest itself of a product line or service completely:

  1. An orphaned product line can be a distraction that takes away from core business operations. 
  2. Funds allocated to an orphaned product could be used instead to build the core business or make improvements that are not in the current budget. 
  3. Another good reason to remove an orphaned product from your lineup is that while it could ultimately be profitable with increased resources, the funds would be better allocated elsewhere.
  4. Your orphaned product could be profitable.  Some buyers, companies and private equity groups are looking for product lines they can use to augment their existing ones.  In fact, some buyers may even want to build a new business around a given product line.

Of course, it isn’t always as simple as “pulling the plug” and moving on.  It is important to step back and consider the negative impacts of jettisoning an orphaned product, such as the fact that the product line could have key employees attached to it.  Or there could be company culture issues related to removing the product, such as causing disruption within your company.  You must also consider if the orphaned product could ultimately play a role in the sale of your company.

At the end of the day, an acquiring company may feel that the orphaned product line is a great fit for their existing distribution chain.  Additionally, your offering might fit into a new product line that the acquiring company has launched.  It is important that you evaluate every aspect of an orphaned product before making the decision to remove it from your company. 

Understanding the needs and goals of your most likely buyers should play a role in your decision making.  Working with an experienced business broker is an easy way to increase your chances of making the right decision.

Copyright: Business Brokerage Press, Inc.

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The Main Street Lending Program

There is no doubt that the COVID-19 situation seems to change with each and every day.  The disruption and chaos that the pandemic has injected into both daily life and business is obvious.  Just as it is often difficult to keep track of the ebbs and flows of the pandemic, the same can be stated for keeping up to speed on the government’s response and what options exist to assist companies of all sizes. 

 In this article, we’ll turn our attention to an overlooked area of the government’s pandemic response and how businesses can use a whole new lending platform to navigate the choppy waters. 

As the pandemic continues, you will want to be aware of the main street lending program, which is a whole new lending platform.  It was designed for businesses that were financially sound prior to the pandemic.  Authorized under the CARE Act, the main street lending program is quite attractive for an array of reasons.  Let’s take a closer look at what makes this program almost too good to be true.

This lender delivered program is a commercial loan.  Unlike the PPP, there is no forgivable component.  However, the main street lending program does have one remarkable feature that will certainly grab the attention of all kinds of businesses.  It can be used to refinance existing debt at a rate of around 3%.  With that stated, it is also important to note that businesses cannot refinance existing debt with the current lender.  Instead, a new lender must be found.  Generally, loans are a minimum of a quarter million dollars and have a five-year term.  In another piece of good news, there is a two-year payment deferment period.

The main street lending program can be used in a variety of ways.  In short, the program is not simply for refinancing existing debt.  Additionally, there is no penalty for prepayment.  The way the program works is that lenders make the loans and then sell 95% of the loan value to the Fed.  This of course means that the lender is only required to retain 5% of the loan on their balance sheet.  The end result is that lenders can dramatically expand the amount of loans they can make.

Whether it is the PPP or a program like the main street lending program, there are solid options available to help you.  Businesses looking to restructure debt or put an infusion of cash to good use may find that the main street lending program offers a very flexible loan with great interest rates.

Copyright: Business Brokerage Press, Inc.

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Negotiating the Price Gap Between Buyers and Sellers

Sellers generally desire all-cash transactions; however, oftentimes partial seller financing is necessary in typical middle market company transactions.  Furthermore, sellers who demand all-cash deals typically receive a lower purchase price than they would have if the deal were structured differently.

Although buyers may be able to pay all-cash at closing, they often want to structure a deal where the seller has left some portion of the price on the table, either in the form of a note or an earnout.  Deferring some of the owner’s remuneration from the transaction will provide leverage in the event that the owner has misrepresented the business.  An earnout is a mechanism to provide payment based on future performance.  Acquirers like to suggest that, if the business is as it is represented, there should be no problem with this type of payout.  The owner’s retort is that he or she knows the business is sound under his or her management but does not know whether the buyer will be as successful in operating the business.

Moreover, the owner has taken the business risk while owning the business; why would he or she continue to be at risk with someone else at the helm?  Nevertheless, there are circumstances in which an earnout can be quite useful in recognizing full value and consummating a transaction.  For example, suppose that a company had spent three years and vast sums developing a new product and had just launched the product at the time of a sale.  A certain value could be arrived at for the current business, and an earnout could be structured to compensate the owner for the effort and expense of developing the new product if and when the sales of the new product materialize.  Under this scenario, everyone wins.

The terms of the deal are extremely important to both parties involved in the transaction.  Many times the buyers and sellers, and their advisors, are in agreement with all the terms of the transaction, except for the price.  Although the variance on price may seem to be a “deal killer,” the price gap can often be resolved so that both parties can move forward to complete the transaction.

Listed below are some suggestions on how to bridge the price gap:

  • If the real estate was originally included in the deal, the seller may choose to rent the premise to the acquirer rather than sell it outright.  This will decrease the price of the transaction by the value of the real estate.  The buyer might also choose to pay higher rent in order to decrease the “goodwill” portion of the sale.  The seller may choose to retain the title to certain machinery and equipment and lease it back to the buyer.
  • The purchaser can acquire less than 100% of the company initially and have the option to buy the remaining interest in the future.  For example, a buyer could purchase 70% of the seller’s stock with an option to acquire an additional 10% a year for three years based on a predetermined formula.  The seller will enjoy 30% of the profits plus a multiple of the earnings at the end of the period.  The buyer will be able to complete the transaction in a two-step process, making the purchase easier to accomplish.  The seller may also have a “put” which will force the buyer to purchase the remaining 30% at some future date.
  • A subsidiary can be created for the fastest growing portion of the business being acquired.  The buyer and seller can then share 50/50 in the part of the business that was “spun-off” until the original transaction is paid off.
  • A royalty can be structured based on revenue, gross margins, EBIT, or EBITDA.  This is usually easier to structure than an earnout.
  • Certain assets, such as automobiles or non-business-related real estate, can be carved out of the sale to reduce the actual purchase price.

Although the above suggestions will not solve all of the pricing gap problems, they may lead the participants in the necessary direction to resolve them.  The ability to structure successful transactions that satisfy both buyer and seller requires an immense amount of time, skill, experience, and most of all – imagination.

Copyright: Business Brokerage Press, Inc.

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Getting Back to Business After the COVID-19 Pandemic

Historians have long known the historical relevance and impact of epidemics and pandemics.  Despite our various technological advances and the complexity of our society, disease can instantly change the course of history.  Not having a robust global system for dealing with disease and pandemics comes with a hefty price tag.  In the case of the COVID-19 economic crisis, the price tag will no doubt be in the trillions. 

You can’t control what has happened, but you can focus on what to do when the pandemic is over and life begins to slowly return to normal.  In his recent article, “How to Hit the Ground Running After the Pandemic,” author Geoffrey James explores what businesses need to do to jumpstart their operations once the pandemic is in the history books.

James wants his readers to understand that the pandemic will end and that business owners need to be ready to charge back in when the pandemic is over and the economy rebounds.  As James points out, if history is any indicator, the economy will eventually rebound. 

Almost everything about this economic downturn is unique.  Take, for example, the fact that the U.S. has just seen its largest-ever economic expansion.  The gears and wheels of the economy were spinning along quite quickly before the pandemic hit.  This could help restart the economy faster than in past severe economic downturns.  In short, many experts feel that this particular economic downturn could be short, but of course, this is speculation.  There is no way to know for sure until COVID-19 is in the rearview mirror.

James correctly asserts that businesses need to put together a plan for how they will get up and running as soon as the pandemic is over.  His recommendation is to divide your plan and thinking into four distinct categories: Facilities, Personnel, Manufacturing, and Marketing.

Each of these categories has three key questions that business owners should be asking themselves so that their businesses are ready to hit the ground running when COVID-19 is over.  Below are a few of the key questions James recommends asking.

  1. How can we create the most sanitary and disease-free workplace possible?
  2. Which employees will continue to work from home?
  3. When there’s a spike in demand, how will we ramp-up?
  4. What will be our “We’re Back!” marketing message?

The pandemic caught everyone except the experts off guard.  Moving forward, business leaders, think tanks, and politicians alike need to work to develop and implement robust plans to minimize the damage caused by pandemics.  Humanity, and business, has been “lucky” several times in recent years, as we dodged bullets ranging from Ebola to SARS. 

As James points out in his article, “Failing to plan is planning to fail.”  Businesses need to plan for the recovery and they need to plan for another pandemic because another one is quite possible especially if better planning and decision making are not firmly entrenched in place.

Copyright: Business Brokerage Press, Inc.

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COVID-19 Advice for Hospitality Businesses

Clearly, some industries are taking a bigger hit from COVID-19 than others.  Any industry that requires a great deal of interaction with the public, or where people gather in large groups, are obviously having very tough times.  Movie theaters and restaurants, for example, have essentially gone dark.  Some restaurants are easing the bloodletting a bit by providing delivery, but in the vast majority of cases, revenue pales in comparison to what it was prior to the pandemic. 

While there is no doubt that the hospitality industry is suffering right now, business owners should understand that there are concrete steps they can take now to improve their odds of surviving the pandemic.  In this article, we’ll explore a few of these key ideas.

One of the areas every decision maker and business owner in the hospitality industry should be thinking about right now is staff.  During a recent industry roundtable discussion, John Howe, chairman of the International Association of Business Intermediaries, pointed out that staffing problems will continue long after the pandemic has paused or is over.  He believes that hospitality businesses will have a tough time getting the staff they need, especially in the short run. 

His key piece of advice is to work to have a line on people for key positions.  This will allow you to at least get back up and running with basic operations.  While it may be a while before hospitality businesses are at “full steam,” it is critical that they are able to open up in some fashion, as this will translate into much needed revenue.  Hospitality businesses looking to survive the pandemic should focus on making certain that key positions have been filled.  In this way, the post-pandemic relaunch can be as smooth as possible.

Founder and President of Cornerstone Business Services, Scott Bushkie, explained that there are a lot of hospitality industry people out of work right now, and this represents a real opportunity.  Now, is the perfect time to potentially upgrade staff.  There are plenty of experienced and proven hospitality people looking for positions.  The new people you bring may come with extra benefits such as bringing their customers, suppliers, and other relationships with them.  For those in the hospitality industry who may have always wanted to upgrade their team, now is perhaps the best time in history to do so.

Employees are a foundational element of your business.  Improving your staff means you’ve improved your business and boosted your odds of survival.  Bringing in new team members can help you prepare for the post-pandemic business environment.  It also offers up the potential for you to upgrade an important element within your business.

Copyright: Business Brokerage Press, Inc.

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Dealing with COVID-19’s Economic Impact: Planning and Communication are Key

There are many things that you should be doing to deal with the COVID-19 pandemic.  At the top of the list is to be proactive.  Now is the time to be thinking about how best to position your business after the economy has returned to something near normal.  Now is not the time for self-pity.  In fact, not preparing for the relaunch of the economy will cost you.

In David Finkel’s recent Inc. article entitled, “10 Things Every Small-Business Owner Needs to Do to Deal with the Impact of COVID-19 on Their Business,” Finkel outlines the 10 key steps business owners should take immediately.  Finkel is the author of 12 business books and CEO of Maui Mastermind business coaching company.

There is no way of knowing how long the COVID-19 fueled economic downturn will last, and that means time is of the essence.  Business owners, regardless of their particular sector, need to prepare as though the economy could relaunch tomorrow.

Finkel’s 10 Things: 

  1. Take steps to protect your staff and customers from getting sick.
  2. Tell your customers what safety steps you’re taking.
  3. Educate your staff on how to stay healthy at work and at home.
  4. Engage in scenarios planning to deal with how markets could change.
  5. Enlist vendors and suppliers for help.  You should ask them to negotiate payment terms.
  6. Take steps to plan out your cash flow.
  7. Open a dialogue with your management team.
  8. Go on the offensive and look for opportunities.
  9. Get your team together and brainstorm.
  10. Be sure your key leaders communicate in a united fashion.

There are definitely some commonalities amongst these 10 important steps.  You’ll notice that communication and education are at the heart of most of these points. 

There is a lot of fear and uncertainty out there.  More than almost any time in modern history now is the time to communicate.  All business owners should be advised to communicate with their customers, clients, suppliers, staff, and management team in a clear fashion.  Effective communication based around a consistent and logical message can help to reduce fear.  The fear sections of the brain are driven by our primordial ancestors’ dread of the unknown lurking in the darkness.  Part of being a good leader is to reduce those fears whenever possible. 

Another common thread is planning, which includes looking for new opportunities.  Whenever there is chaos and fear, there are also opportunities.  You should be looking for those opportunities, whether it is improving your own business practices or looking for other companies to buy.

Good communication and planning can help you navigate these choppy waters.  Planning for the recovery from COVID-19 pandemic could be the difference between staying in business and going out of business.

Copyright: Business Brokerage Press, Inc.

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Now is the Time for Focus

As of late April 2020, there is one thought at the forefront of the vast majority of businesses around the globe, namely, what steps do I need to take to stay in business until the COVID-19 pandemic is over or recedes?  There is no doubt about it, this is the “big question” of the day. 

The global economic structure hasn’t seen this much uncertainty since WWII, and some would argue that we’ve never seen this level of simultaneous global economic disruption.  Knowing what steps you need to take to keep your business up and running is of paramount importance. 

In short, business owners must be sure that their businesses are in good shape.  You should take every step possible to position yourself for when the economy is back up and running at full steam.  Right now, there is a degree of chaos and uncertainty, but this will not last.  As a business owner, you need to focus on getting your house in order.

Now is not a time to take a vacation.  Instead, you should be focused like never before on the inner workings of your business.  You should be striving to find ways to improve every single aspect.  Of course, this is easier said than done.  There is a real psychological hurdle, as for many people it seems as though everything has “stopped.”  While customers, clients, and staff interactions have been dramatically reduced, now is not the time for you to “check out” mentally and wait for things to get better.

Rarely, if ever, has it been more important for owners to invest as much of their time and energy as possible.  After all, as a business owner, you have already shown a great deal of drive and determination, as well as at least some level of out of the box thinking.  You have proven that you have what it takes to get through the recent challenges. 

Many will feel dejected right now.  But you should pool on the same skill sets that allowed you to create a successful business in the first place.  What obstacles did you overcome in life to create your business?  Was your business created during a prior economic downturn?  The odds are that you already have skill sets and strengths that will allow you to survive the fallout of COVID-19.

For business owners who truly want to survive the economic stress of the pandemic, ultimately, focus is key to survival.  The odds are excellent that there are revenue streams and different approaches that may have been overlooked.  Your job is to identify and then exploit those avenues.

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Questions for Helping Businesses Survive the COVID

Developing Your 90-Day Plan

Those who want to make sure their businesses survive this pandemic will want to achieve a laser-like focus.  It is important to realize that the forced downtime triggered by the pandemic affords you the opportunity to work on potentially neglected aspects of your business. 

Summed up another way, now is the time for dynamic and focused action.  In this article, we’ll address what you can do to help your business survive this unusual time period. 

Reevaluating Your Business

It’s time to step back and look at every aspect of your business, including your processes.  You should be encouraged to find new ways of doing things.  In short, now should be viewed as a time of opportunity to reboot your business.  That way when the pandemic has subsided, and your business picks up once more, it is more efficient, more effective, and more competitive.

Scott Bushkie, Founder and President of Cornerstone Business Services, recommended that business owners create 90-day plans where they look for ways to innovate.  This strategic plan should focus on what they are going to do and what they want to accomplish.  It is critical that there is an actual plan that achieves tangible results and not simply a list of things that should be accomplished.  Listed below are a few questions you should be pondering.

  1. How can I outperform the competition?
  2. How can I innovate?
  3. How can I increase my use of technology?
  4. How can I deliver my products and services in a different way?
  5. How can I reduce my operational costs?
  6. Have I reached out to my suppliers and creditors for assistance?
  7. Have I applied to applicable SBA COVID-19 focused programs?
  8. What do I want to accomplish in the next 90-days? 

It’s Time to Reboot

The main point is that businesses should not look at this pandemic situation as some sort of “miserable and stressful vacation,” but instead as an opportunity to reboot what is not working, and look for ways to make improvements in every aspect of your business.  This process begins by asking the right questions and striving to find the answers.

In answering these questions and finding ways to help boost your rates of survival, you should turn to every asset at your disposal.  Why not ask your management team as well as all of your employees for ideas that could help their business?  Everyone should understand that owners are looking for ways to keep their business healthy while navigating the pandemic.

Now is the time for reflection, short-term and long-term planning, and tangible actions.  Business owners should also consult with a range of business professionals, including, of course, business brokers and M&A Advisors.  Brokers are uniquely positioned to help business owners through this crisis.

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Essential Meeting Tips for Buyers & Sellers

The buyer-seller meeting is quite often a “make or break” meeting.  Your business broker or M&A Advisor will do everything possible to ensure that this meeting goes as well as possible. 

It is vitally important to realize that rarely is there an offer before buyers and sellers actually meet.  The all-important offer usually comes directly after this all-important meeting.  As a result, you want to ensure that meetings are as positive and productive as possible.

Buyers need to understand how the process of selling a business works and what is expected of them from the process.  Buyers also need to understand that following their broker’s advice will increase the chances of a successful outcome. 

Sellers should be ready to be honest and forthcoming during the meeting.  They also want to be sure to not say or do anything that could come across as a strong-armed sales tactic. 

Asking the Right Questions

If you are a buyer preparing to meet a business owner for the first time, you’ll want to make sure any questions you ask are appropriate and logical.  It is important for buyers to place themselves in the shoes of the other party. 

Buyers also shouldn’t show up to the buyer-seller meeting without having done their homework.  So be sure to do a little planning ahead so that you are ready to go with good questions that show you understand the business. 

Building a Positive Relationship

Buyers should, of course, plan to be polite and respectful.  They should also be prepared to avoid discussing politics and religion, which often can be flashpoints for confrontation.  When sellers don’t like prospective buyers, then the odds are good that they will also not place trust in them.  

For most sellers, their business is a legacy.  It quite often represents years, or even decades, of hard work.  Needless to say, sellers value their businesses.  Many will feel as though it reflects them personally, at least in some fashion.  Buyers should keep these facts in mind when dealing with sellers.  A failure to follow these guidelines could lead to ill will between buyers and sellers and negatively impact the chances of success.

Sellers Should Be Truthful

Sellers also have a significant role in the process.  While it is true that sellers are trying to sell their business, they don’t want to come across as a salesperson.  Instead, sellers should try to be as real and honest as possible.

Every business has some level of competition.  With this in mind, sellers should not pretend that there is zero competition.  A savvy buyer will be more than a little skeptical.

The key to a successful outcome is for business brokers and M&A Advisors to work with their buyers and sellers well in advance and make sure that they understand what is expected and how best to approach the buyer-seller meeting.  With the right preparation, the odds of success will skyrocket.

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