What Should You Evaluate When Buying a Business?

Buying a business can be an exciting prospect.  For many prospective business owners, owning a business is the fulfillment of a decades long dream.  With all of that excitement comes considerable emotion.  For this reason, it is essential to step back and carefully evaluate several key factors to help you decide whether or not you are making the best financial and life decision for you.  In this article, we’ll examine five key factors you should consider before buying a business.

What is Being Sold?

If you hate the idea of owning a clothing store, then why buy one?  The bottom line is that you have to have a degree of enthusiasm about what you are buying otherwise you’ll experience burnout and lose interest in the business.

How Good is the Business Plan?

Before getting too excited about owning a business, you’ll want to take a look at the business plan.  You’ll want to know the current business owner’s goals and how they plan on going about achieving those goals.  If they’ve not been able to formulate a coherent business plan then that could be a red flag.

You need to see how a business can be grown in the future, and that means you need a business plan.  Additionally, a business plan will outline how products and services are marketed and how the business compares to other companies.

How is Overall Performance?

A key question to have answered before signing on the bottom line is “How well is a business performing overall?”  Wrapped up in this question are factors such as how many hours the owner has to work, whether or not a manager is used to oversee operations, how many employees are paid overtime, whether or not employees are living up to their potential and other factors.  Answering these questions will give you a better idea of what to expect if you buy the business.

What Do the Financials Look Like?

Clearly, it is essential to understand the financials of the business.  You’ll want to see everything from profit and loss statements and balance sheets to income tax returns and more.  In short, don’t leave any rock unturned.  Importantly, if you are not provided accurate financial information don’t hesitate, run the other way!

What are the Demographics?

Understanding your prospective customers is essential to understanding your business.  If the current owner doesn’t understand the business, that is a key problem.  It should be clear who the customers are, why they keep coming back and how you can potentially add and retain current customers in the future.  After all, at the end of the day, the customer is what your business is all about.

Don’t rush into buying a business.  Instead, carefully evaluate every aspect of the business and how owning the business will impact both your life and your long-term financial prospects.

Copyright: Business Brokerage Press, Inc.

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When It’s Time to Sell, Put Your Strengths First

Putting your strengths first will help you sell your business.  While this may seem obvious, a surprising number of business owners will either improperly index the strengths of their business or fail to emphasize those strengths adequately.  In this article, we will examine five key business strengths that you should focus on when it comes time to sell.

Understand Your Buyer

You know your business, but you don’t necessarily know what buyer is best for it in the long run.  If you’ve never sold a business before (and most business owners haven’t), then you may not know how to best position and present your business for sale.

A business broker is immensely valuable in this regard.  These professionals are very good at determining which prospective buyers are serious and which ones are not.  Additionally, a business broker will use their own databases of prospective and vetted buyers and try to match your business up with the prospective buyers that are most likely to be a good fit.  When dealing with a buyer, a seasoned business broker will put emphasis on your strengths whenever possible.

Be Sure to Maintain Normal Operations

Selling a business can be very demanding and underscores, once again, the value of working with a business broker.  A business broker will focus on selling your business so that you have more time to focus on the day-to-day of running your business.

The last thing you want is to waste your time on buyers who are not serious.  Remember, if your business suffers as a result of the time you spend away from your business in the sale process, then the value of your business to prospective buyers could suffer.

Determining the Best Price

If you incorrectly price your business, you could dramatically reduce the interest.  Business brokers are experts at pricing businesses and can help you determine the best possible price.  Many business owners have unrealistic valuations and others may even undervalue their businesses or they fail to incorporate all aspects of their business.  Working with a professional business broker can help you quickly achieve the best price.  The best price possible will work to maximize the strengths of your business.

Getting Your Business Ready for Sale

There is a lot that goes into getting your business ready to sell.  The simple fact is that getting your business ready to sell isn’t a one-dimensional process, but instead involves every aspect of your business.  Getting your business ready to sell isn’t about making it look presentable and putting a “new coat of paint” on things, although this is a factor.

Instead it is necessary to have every aspect of your business in order.  From paperwork such as tax returns, contracts and forms to a business plan and more, it is important to consider every aspect of your business.  You should consider what you would want to see if you were the one looking to buy the business.  Be sure to do everything possible to build up your strengths.

Confidentiality

If word gets out that your business is up for sale, there could be a range of problems.  Employees, including key management, could begin looking for other jobs and suppliers and key buyers could begin to look elsewhere.  In short, a breach of confidentiality could lead to chaos.

Getting your business ready for sale means factoring in the strengths and weakness of your business then fixing weaknesses whenever possible and building upon your strengths.  Working with a business broker can help you address every point covered in this article and more.

Copyright: Business Brokerage Press, Inc.

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Day One is the Day to Prepare Your Exit

Pepperjam CTO, Greg Shepard recently published “Planning Your Exit Should Begin When You Launch” in Entrepreneur magazine.  In this article, Shepard puts forward a variety of thought-provoking ideas including that entrepreneurs should be thinking about partnering early on with those they believe will ultimately want to buy their business.

Thinking Ahead

Much of Shepard’s thinking centers around the fact that a large percentage of startups end in acquisitions.  In particular, he notes that in 2017, “mergers and acquisitions accounted for 93 percent of the 809 ventures capital-backed exits, yielding a total of $45.6 billion in disclosed exit value.”  Not too surprising, he also points out that according to a recent Silicon Valley Bank survey, over 50% of all startups are “hoping for an acquisition.”

For this reason, Shepard points out that entrepreneurs should be thinking about who may potentially acquire them from day one.  In particular, startups will want to build their companies in such a way that they will be attractive for acquisition at a later date.

Making one’s startup attractive for acquisition means thinking about such details as the Ideal Customer Profile, Ideal Employee Profile, and Ideal Buyer Profile.  This will help startups build the most attractive acquisition friendly company possible.  According to Crunchbase, exit opportunities frequently present themselves well before a company’s Series B funding.

Building Successful Strategies

Startups simply must understand who their customer is and why their particular product is attractive to that customer.  Likewise, having the right kind of employees with the right kind of training and know how is key.  Hiring the best talent is definitely a way for a startup to make itself more attractive for a potential future acquisition.

Shepard believes that once you understand your customer and have the right team to support your vision, you’ll want to focus in on companies that are most likely to be interested and construct an “optimal buyer pool.”  Finding this optimal buyer pool means finding businesses that serve similar markets and then making sure that your product, as well as your business model, both address an overlooked need within the existing customer base.  Combine all of these variables together, and your company will be more attractive for an acquisition.

Let Innovation Drive You

Another key point in Shepard’s article is that startups will want to provide products or services that potential buyers are currently not providing to their customers.  Additionally, he states that “Disruptors should seek out companies that are truly driven by innovation-perhaps those that have already established or partnered with innovative labs or accelerators.”

Ultimately, it is critical for startups to understand where they could fit within a larger organization.  Understanding this will help entrepreneurs make their company more acquisition friendly.

Copyright: Business Brokerage Press, Inc.

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Determining Your Company’s Undocumented Value

Business appraisals are not one-dimensional.  In fact, a good business appraisal is one that factors in a wide range of variables in order to achieve an accurate result.  Indisputable records ranging from comparables and projections to EBITDA multiples, discount rates and a good deal more are all factored in.

It is important to remember that while an appraiser may feel that he or she has all the information necessary, it is still possible they have overlooked key information.  Business appraisers must understand the purpose of their appraisal before beginning the process.  All too often appraisers are unaware of important additional factors and considerations that could enhance or even devalue a business’s worth.

There Can Be Unwritten Value

Value isn’t always “black and white.”  Instead, many factors can determine value.  Prospective buyers may be looking at variables, such as profitability, depth of management and market share, but there can be more that determines value.

Here are some of the factors to consider when determining value: How much market competition is there?  Does the business have potential beyond its current niche?  Are there a variety of vendors?  Does the company have easy access to its target audience?  At the end of the day, what is the company’s competitive advantage?  Is pricing in line with the demographic served?  These are just some of the key questions that you’ll want to consider when evaluating a company.

There are Ways to Increase Both Valuation and Success

No doubt, successful businesses didn’t get that way by accident.  A successful business is one that is customer focused and has company-wide values.  Brian Tracy’s excellent book, “The 100 Absolutely Unbreakable Laws of Business,” notes that it is critical for businesses to have a company-wide focus on three key pillars: marketing, sales and, of course, revenue generation.  Tracy also points out that trends can be seen as the single most vital factor and bottom-line contributor to any company’s success and, ultimately, valuation.  For 2018 and beyond, projected trends include an increase in video marketing, the use of crowdfunding as a means of product validation and more.

No Replacement for Understanding Trends

If a company doesn’t understand trends, then it can’t understand both the market as it stands and as it may be tomorrow.  Savvy business owners understand today’s trends and strive to capitalize on the mistakes of their competitors while simultaneously learning from their competitors’ successes.

Tracy accurately states that while there are many variables in determining value, finding and retaining the best people is absolutely essential.  One of the greatest assets that any company has is, in the end, its people.

Copyright: Business Brokerage Press, Inc.

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Goodwill and Its Importance to Your Business

What exactly does the term “goodwill” mean when it comes to buying or selling a business?  Usually, the term “goodwill” is a reference to all the effort that a seller puts into a business over the years that he or she operates that business.  In a sense, goodwill is the difference between an array of intangible, but important, assets and the total purchase price of the business.  It is important not to underestimate the value of goodwill as it relates to both the long-term and short-term success of any given business.

According to the M&A Dictionary, an intangible asset can be thought of as asset that is carried on the balance sheet, and it may include a company’s reputation or a recognized name in the market.  If a company is purchased for more than its book value, then the odds are excellent that goodwill has played a role.

Goodwill most definitely contrasts and should not be confused with “going concern value.”  Going concern value is usually defined as the fact that a business will continue to operate in a fashion that is consistent with its original intended purpose instead of failing and closing down.

Examples of goodwill can be quite varied.  Listed below are some of the more common and interesting examples:

  • A strong reputation
  • Name recognition
  • A good location
  • Proprietary designs
  • Trademarks
  • Copyrights
  • Trade secrets
  • Specialized know-how
  • Existing contracts
  • Skilled employees
  • Customized advertising materials
  • Technologically advanced equipment
  • Custom-built factory
  • Specialized tooling
  • A loyal customer base
  • Mailing list
  • Supplier list
  • Royalty agreements

In short, goodwill in the business realm isn’t exactly easy to define.  The simple fact, is that goodwill can, and usually does, encompass a wide and diverse array of factors.  There are, however, many other important elements to consider when evaluating and considering goodwill.  For example, standards require that companies which have intangible assets, including goodwill, be valued by an outside expert on an annual basis.  Essentially, a business owner simply can’t claim anything under the sun as an intangible asset.

Whether you are buying or selling a business, you should leverage the know how of seasoned experts.  An experienced business broker will be able to help guide you through the buying and selling process.  Understanding what is a real and valuable intangible asset or example of goodwill can be a key factor in the buying and selling process.  A business broker can act as your guide in both understanding and presenting goodwill variables.

Copyright: Business Brokerage Press, Inc.

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What Makes the Sale of a Business Fall Through?

There are a myriad of reasons why the sale of a business doesn’t close successfully; these multiple causes can, however, be broken down into four categories: those caused by the seller, those caused by the buyer, those that just happen (“acts of fate”), and those caused by third parties.  The following examines the part each of these components can play in contributing to the wrecked deal:

The Seller

1. In some instances, the seller doesn’t have a valid reason for entering into the sale process.  Without a strong reason for selling, he or she has neither the willingness to negotiate nor the flexibility to see the sale to a conclusion.  Without such a commitment, the desire to sell is not powerful enough to overcome the many complexities necessary to finalize the sales process.

2. Some sellers are merely testing the waters.  As detailed above, they are not at that “hungry” stage that provides the push toward a successful transaction.  These sellers merely want to see if anyone wants to buy their business at the price they would like to receive.

3. Many sellers are unrealistic about the price they want for their business.  They may be sincere about wanting to sell, but they are unable to be realistic about how the marketplace will value the business.  The demand for their business may not be there.

4. Some sellers fail to be honest about their business or its situation.  They may be hiding the fact that new competition is entering the market, that the business has serious problems or some other reason the business is not salable under existing circumstances.  Even worse, some sellers do not disclose that there is more than one owner and that they are not all in agreement about selling the business.

5. A seller may decide to wait until a buyer is found and then check with their outside advisors about the tax and/or legal consequences.  At this point, the terms of the deal have to be altered, and the buyer won’t agree.  Sellers should deal with these complications ahead of time.  Nobody likes changes–especially buyers!

The Buyer

1. The buyer may not have an urgent need or a strong desire to go into business.  In many cases the buyer may begin with positive intentions, but then doesn’t have the courage to make “the leap of faith” necessary to go through with the sale.

2 Some buyers, like sellers, have very unrealistic expectations regarding the price of businesses.  They are also uneducated about the nature of small business in general.

3. Many buyers are not willing to put in the hours or do the type of work necessary to operate a business successfully.

4. Buyers can be influenced by others who are opposed to the purchase of a business.  Many people don’t or can’t understand the need to be “your own boss.”

Acts of Fate

These are the situations that “just happen,” causing deals to fall through.  Even considering the strong hand of fate, many of these situations could have been prevented.

1. A buyer’s investigation reveals some unmentioned or unknown problem, such as an environmental situation.  Or, perhaps there are financial deficiencies discovered by the buyer.  Unfortunately, these should have been on the table from the beginning of the selling process.

2. The seller may not be able to substantiate, at least to the buyer’s satisfaction, the earnings of the business.

3. Problems may arise, unknown to both the seller and the buyer, with federal, state, or local governmental agencies.

Third Parties

1. Landlords may become difficult about transferring the lease or granting a new one.

2. Buyers and/or sellers may receive overly-aggressive advice from outside advisors, usually attorneys.  Attorneys, in their zeal to represent their clients, forget that the goal is to put the deal together.  In some cases, they erect so many roadblocks that the deal can only fall apart.

Most of the problems outlined here could have been resolved before the selling process was too far advanced.  There are also some problems that could not have been avoided–people do sometimes enter situations with the best of intentions only to find out that this is not the right answer for them after all.  These are the exceptions, however.  Most business sales can have happy endings if potential difficulties are handled at the appropriate time.

Business brokers are aware of the various ways a deal may fall through.  They are experienced in resolving issues before the business goes onto the market or before a buyer is introduced to the business.  To buy or sell a business successfully, sellers should resolve any potential deal-wreckers, following the advice of a professional business broker.

Although business brokers cannot provide legal advice, they are familiar with the intricacies of the business sale.  They are also familiar with local attorneys who specialize in the details of these transactions.  These attorneys will usually be more efficient, and therefore more cost-effective, than the attorney who handles a general practice.

Copyright: Business Brokerage Press, Inc.

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Maintaining Confidentiality Throughout the Sale Process

There are two key ingredients when it comes to selling a business: professionalism and confidentiality. If either of these two ingredients are lacking, then you’ll most likely run into problems. Sadly, many sellers see their deals fall apart due to a breach of confidentiality. You certainly don’t want to be among their ranks.

The simple fact is that a breach in confidentiality can negatively impact everyone from suppliers and vendors to creditors. For example, vendors could change their terms and this, in turn, could have a major, negative impact on cash flow. There can be a chain reaction of events that spirals out of control.

The potential negative outcomes of a breach in confidentiality are quite numerous, for example, employees and customers alike could begin to worry about the future of the business. Employees could begin to worry about the safety of their jobs and begin looking for a new position. Dangerously, this situation could lead to changes in management and the loss of key employees. Likewise, customers, fearing instability with the business, could also decide to take the business elsewhere, leading to revenue problems.

Yet another complicating factor comes in the form of the competition. If the competition hears that your business is up for sale, they could sense blood in the water and look to steal your customers.

Ultimately, a breach could give potential buyers cold feet. At this point, it should be very clear that protecting confidentiality is a must. One of the single best ways to ensure that confidentiality is maintained is to opt for an experienced and proven business broker. Business brokers understand the simply tremendous value of keeping things under wraps.

It may be tempting to try and sell your business on your own, but it is vital to understand that doing so can damage your businesses’ reputation. A good business broker knows how to shield your business from breaches of confidentiality. By working with a business broker, not only are confidentiality agreements signed and taken seriously, but also you’ll know that prospective buyers are vetted and fully pre-qualified. According to an article on Inc.com, broker feedback has revealed 9 out of 10 interested parties who respond to “business for sale” ads are not qualified to make the purchase. Why would you want to risk giving away key details to these parties?

In short, you’ll have a much better idea of who you are dealing with and how serious they are about buying your business. At the end of the day, there is no replacement for maintaining confidentiality.

Copyright: Business Brokerage Press, Inc.

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Don’t Fear Failure, Learn from It Instead

Failure is rarely fun.  But it is also a key ingredient in success.  While failure can be painful, there is no doubting the fact that the lessons that come from failure can be powerful teachers that provide life-long lessons and even life-trajectory altering results.  Summed up another way, failure hurts.  But on occasion, not failing could hurt more, especially in the long run.

In her Inc. article, “Why Tons of Failure Is the Key to Success, According to Seth Godin,” author Sonia Thompson, CEO of Thompson Media Group, points out that most people “avoid failure like the plague.”  Instead, they spend their time trying to achieve perfection.  In the process of adopting this approach, people miss all kinds of opportunities because they are afraid of damaging their egos.  Embracing failure is a way to experience many “transformational benefits,” which would never be experienced without the lessons of failure.

Thompson points to the work of 18-time best-selling author Seth Godin who has written about how entrepreneurs who fail more often perform at a higher level.  She quotes Godin as follows, “The rule is simple.  The person who fails the most will win.  If I fail more than you do, I will win.  Because in order to keep failing, you’ve got to be good enough to keep playing.”  Godin continues that failure imparts a gift of sorts in that it teaches us how to distinguish between a good idea and a bad idea.

As Thompson notes, research supports the notion that if you want a breakthrough idea, you will need to “produce an enormous volume of ideas.”  Obviously, most ideas won’t work, but that isn’t the issue.  The issue is to work your way through the bad ideas to get to the winners.  Sure, it would be great to have nothing but winners.  But life and reality don’t work that way.  Failure should be seen more as a path forward than the end of the road.

Getting comfortable with failure, in Thompson’s view, is critically important.  She believes entrepreneurs should take steps that make them more comfortable with failure, such as detaching oneself from the results. 

It is vital to remember that you are not the work.  In contrast, the work is part of an ongoing process.  Getting good at something takes time, and there will be failures.  For this reason, entrepreneurs simply must embrace a “growth mindset.”  Don’t think of failure as failure, but instead as part of a learning process.  There is no denying that this approach will make you calmer and that, in turn, may help you make better decisions.

There will be failure in life.  There will be problems and there will be obstacles.  Much will happen that you can’t predict, manage or control, such as the COVID-19 outbreak.  The trick is to focus on what you can control and move forward without a paralyzing fear of failure.  Because in the end, failure may be one of your best tools.

Copyright: Business Brokerage Press

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How to Connect During a Crisis

Small business owners are facing new challenges during this crisis.  Communicating with customers requires more focus and depth than ever before.  In Mat Zuker’s latest article for Forbes Magazine, he cites Jay Mandel who runs The Collective NYC, a marketing consulting team focusing on a customer’s experience, who underlines the importance of businesses to understand their mission statement and values in order to re-enforce marketing strategies. 

Information is Crucial.  Each customer purveying your business’s website needs to understand your hours of operation, any limitations to service and what is being done to ensure cleanliness.  Providing this information establishes to your customer your seriousness of precautions which will be appreciated during this time.

If your financial situation allows, focus on your employees, donate to charities or offer discounted or free products.  By marketing this information, your brand’s scope will bolster with the customer as well. 

Utilizing the Customer’s Time.  Most customers are adhering to social distancing guidelines put forth by their state and the federal government.  Now, more than ever, it is important to exhibit to your customers how your brand can be utilized beyond your brick and mortar.  Zuker cites how universities are beginning to offer free online classes and telecommunication companies are offering two months of free service to low-income families; King Arthur flour is promoting its library of comfort food recipes (yes, please!).  Thinking beyond your storefront to put your service or product into your customer’s virtual hands is important.

Remember to entertain.  By each passing day, customers are looking for new stimulation to help the time go by at home.  Movie companies are making the best of the situation by sending theatrical releases to online streaming services.  We don’t think it is necessary to always make your customers laugh, but it might be within your branding to aim for content geared towards warmth, humanity and empathy. 

The metric for engaging your customers is changing; moving beyond views and shares to quality feedback or social impact on your community.  Do not bite off more than you can chew.  Cited in Zuker’s article, Social Media Today warns of virtue signaling; meaning declaring a set of values, but not following through on the actual deeds. 

Also, this is a fantastic opportunity to consider your marketing strategies for when this crisis ends.  What will your business look like once you are able to open the doors?  How are you able to stay relevant with your competitors?  These are all questions needing answers, but today we must do our best to accomplish what is in front of us. 

Read Mat Zucker’s full article here: https://www.forbes.com/sites/matzucker/2020/04/01/content-in-a-crisiswhat-brands-can-deliver/

Copyright: Business Brokerage Press, Inc.

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Finding the Best Business for You

Owning a business and owning the right kind of business for you are, of course, two wildly different things.  Owning the wrong kind of business can make you absolutely miserable.  So if you are considering buying a business, it is prudent that you invest the time and effort into determining the best kind of business for your needs and your personality.  In a recent Forbes article, “What is the Right Type of Business for You to Buy?” author Richard Parker explores how buyers should go about finding the right business fit.

Parker is definitely an expert when it comes to working with buyers as he has spoken with an estimated 100,000 buyers over his career.  In that time, Parker has concluded that it is critical that you don’t “learn on your own time.” 

His key piece of advice concerning what type of business to buy is as follows.  “While there are many factors to be considered, the answer is simple: whatever it is you do best has to be the single most important driving factor of the revenues and profits of any business you consider purchasing.”  And he also believes that expertise is more important than experience.  Parker’s view is that it is critical for prospective buyers to perform an honest self-assessment in order to identify their single greatest business skill and area of expertise.  The last thing you want to do is pretend to be something that you are not.

Parker makes one very astute point when he notes, “Small business owners generally wear many hats: this is usually why their businesses remain small.  Remember that every big business was once a small business.”  As Parker points out, whoever is in charge of the business will ultimately determine how the business will evolve, or not evolve.  Selecting the right business for you and your skillsets is pivotal for the long-term success of your business.

All of this adds up to make the process of due diligence absolutely essential.  Before buying a business, you must understand every aspect of that business and make certain that the business is indeed a good fit for you.  According to Parker, if you don’t love your business, it will have trouble growing.  This point is impossible to refute.  Owning and growing a business requires a tremendous amount of time and effort.  If you don’t enjoy owning and/or operating your business, success will be a much more difficult proposition.

Finding the right business for you is a complicated process even after you have performed a proper evaluation of your skills and interests.  After all, do you really want a solid business with great potential for growth that you would hate owning?  By working with brokers and M&A advisors, you can find the best business fit for your needs, personality, and goals.  These professionals are invaluable allies in the process of discovering the right business for you.

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