A key part of the American Dream is the notion of being financially independent and controlling one’s own fate. While times have changed, the idea of the American Dream is alive and well. Entrepreneurs have long realized that one of the quickest ways of achieving this dream is to own a successful business. 

The majority of today’s buyers are well educated and come from the corporate world; however, they are typically not versed in the business buying process. Since these buyers are coming from the corporate world, they are fact-driven, meaning that they want to see the numbers and will pay attention to details both large and small. You can expect these buyers to want to see all necessary supporting documents. They will want to verify everything themselves. Additionally, you can expect them to employ many outside advisors. Summed up, today’s buyer is not an easy sale.

Another key fact about the modern buyer is that they are often what can best be termed as “event driven.” These are buyers that not only want to control their own destiny, but also need to buy a business for some other practical reason. For example, perhaps their current job was downsized or they were transferred to a location where they did not want to move. It is common that people don’t have the courage to quit their current job and say goodbye to the safety of a steady paycheck in favor of a leap into the unknown. It is quite common that there needs to be an event to stimulate the change.

Business brokers and M&A advisors seek to protect their clients while moving them closer to their goals. One of the ways that they can achieve that is by working with only serious and qualified buyers. The process of matching the right buyer to the seller involves asking a series of important questions such as the following:

• Why is the person considering buying a business? 
• How long have they been looking? 
• What kind of business are they seeking? 
• How much money do they have available? 
• Have they ever owned a business before?

Every business is different. It should come as no surprise that each buyer out there has a different story and different goals. A one-size-fits-all approach to buying and selling a business simply doesn’t provide optimal results. Working with a qualified business brokerage professional is the easiest way for a seller to not only find the right buyer, but do so with the least stress possible.

Copyright: Business Brokerage Press, Inc.

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It takes a lot of work to buy or sell a business. When a once promising deal is not successful, this can be due to a wide array of reasons. However, understanding the reasons why a deal can fall apart in advance can serve to dramatically increase your odds of success.

Some of the reasons that deals fall apart are reasonable, while other reasons, to be blunt, are unreasonable. Let’s take a look at four common reasons that are seen in the world of business brokerage. 

Reason 1- Financial Issues on the Buyer’s End 

One of the most common reasons that deals fall apart is that buyers simply can’t find the needed financing. Working with a business broker or M&A advisor is a way to safeguard against this outcome, as an experienced brokerage professional knows how to pre-screen prospective buyers to increase the odds of success from a financial standpoint.

Reason 2 – Lack of Financials on the Seller’s End 

A second reason that deals fall apart is that the seller doesn’t have all of their financials in an up-to-date form. Sellers must constantly strive to put themselves in the shoes of a prospective buyer. Virtually no serious buyer would move forward with a deal without having a clear picture of the finances of the business. This is an issue that can be circumvented with the right level of planning and preparation. 

Reason 3 – Last Minute Surprises

A third common reason that deals fall apart occurs when a surprise happens at the last minute. It is almost impossible to safeguard against every possible surprise, however, an experienced business broker knows how to navigate the due diligence process so as to dramatically reduce the chances of unexpected problems. Again, brokerage professionals have tried and tested techniques which help reduce the chances of these unwanted surprises. 

Reason 4 –Business Issues Left Unaddressed 

Preparing a business to be sold isn’t something that happens overnight. Sellers should expect that any serious buyer will do more than “kick the tires,” but will instead have their experts go over every aspect of the business. Administrative, environmental, or legal issues that have not been properly addressed can serve to raise many red flags. Needless to say, this can scare prospective buyers away from a business. There is no replacement for proper preparation and meticulous due diligence months or preferably years in advance.

At the end of the day, there are many reasons that a deal can fall apart. Buyers and sellers simply can’t safeguard against them all. However, an experienced business broker or M&A advisor can often see problems on the horizon. Plus, when you work with an experienced professional, it can help keep emotions in check. It’s important to keep all parties involved focused on success. With the right team in place, it is possible to dramatically decrease the chances of surprise events ruining what would otherwise be a good deal.

Copyright: Business Brokerage Press, Inc.

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Performing due diligence as a part of your company’s annual review is a smart move and one that can help your business in a range of ways. Through this means, if the day comes that you need or want to sell, then you’re ready to go. There are six key areas of due diligence that you’ll want to consider. These are aspects that most serious buyers will consider when buying a business.

 You can expect any savvy buyer to focus on the following during due diligence if they are truly interested in acquiring your business. Problems in any of these areas could spell serious trouble in the sales process.

1. Legal
2. Marketing 
3. Environmental 
4. Operational
5. Management 
6. Employees

Legal Issues

In terms of legal issues, you’ll want to carefully evaluate whether or not your contracts and agreements are all current. Issues such as copyrights, trademarks and patents should all be examined. Most importantly, if there is any pending litigation it would be best to resolve the matter if possible. Likewise, if there are any potential legal issues, such as lawsuits, looming on the horizon, those issues should be addressed as well. Try and think about what your own lawyer or legal team would want to see out of a business before recommending that you ink a deal. Obviously, these types of legal issues should not and will not simply be overlooked. 

Marketing Issues

Marketing issues should be dealt with as well. Business owners should understand not just their business, but the industry as a whole.

Consider the following questions:

• Who are the industry leaders? 
• What is the size of the market? 
• Who are your current and future customers? 
• What are the upsides and risks of your products or services? 

You should demonstrate to a prospective buyer that you understand the “lay of the land.” You should be able to convey a strong grasp of how the business is currently positioned and how it may be positioned in the future.

Environmental Issues

One serious environmental issue can derail a deal or even destroy a business. Prospective buyers are very wary of potential environmental issues. Identifying and addressing environmental issues, if possible, should be a key part of your preparation for due diligence.

Operational Issues 

Another key area to evaluate is operational issues. Your company should have an easy to understand program for how products or services are handled at every point of the process. How your goods or services are delivered to the customer shouldn’t be a mystery, but should instead be clearly defined to a prospective buyer.

Financial Issues 

As there is clarity in how your goods or services reach consumers, the same holds true for financial issues. You do not want your finances to seem mysterious. Everything from your inventory and supply chain to your accounts receivable and accounts payable should be well laid out, accessible and easy to understand.

Employees and Management 

Problems with employees or management can spell doom for any company. You’ll want to take steps to cover any potential issues in these areas well before selling.

Working to address these six key areas will help keep your business in a ready to sell posture. While you might not plan on selling today or tomorrow, there is no way to know what the future may bring. It’s best to be prepared.

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There is no denying the fact that for most people, the decision to buy or sell a business is one of the most important professional and financial decisions that they will ever make. Let’s turn our attention to some of the key questions you’ll need to ask.

1. What is really for sale?

You’ll need to determine what is, and is not, for sale. If you own machinery or real estate associated with the business, are those items to be included in the sale?

2. What assets bring in revenue? 

One important factor to consider when preparing a business to be sold is what assets are earning money. If you have assets that are not earning money, then it may or may not be prudent to sell those assets.

3. What is proprietary?

Buyers and sellers alike will want to consider what is proprietary. Anything from software and patents to formulations can be extremely valuable. Sellers will want to give substantial thought to how to best frame any proprietary property that they have in the best light. Buyers will want to carefully evaluate proprietary property to try to ascertain an accurate value. Outside experts may be needed to make an accurate assessment.

4. What’s your competitive advantage? 

A business’s competitive advantage should be of importance to buyers and sellers. A seller should focus on understanding their competitive advantage, whether it is a certain niche, a superior manufacturing process or product, better marketing or a range of other factors. Properly framing your competitive advantage can help buyers see the full, and even untapped, value of your business.

5. What is your growth potential?

Buyers will want to consider factors such as whether or not the business has the potential to grow. If the business can’t be grown, then buyers should include this fact in their final decision and/or offer.

6. What agreements do you have in place?

Other factors such as employee agreements, non-competes, and the depth of management are all areas of concern for a prospective buyer. Buyers will want to consider if the seller has secured agreements from key employees and how dependent the business is on an owner/manager. 

7. What relevant financial information will a buyer want to know? 

Understanding how much working capital is needed to run the business and how financial reporting is undertaken are other factors that should not be glossed over.

If you are preparing to sell your business it is worth the time to pause and think about what your business might look like to a buyer. In short, what would you think of your business if you were the buyer and what questions would you ask? 

Buying or selling a business is complex. Every single business is different and that means there is no 100% standardized approach and route towards success. A seasoned, experienced and professional business broker or M&A advisor can help guide buyers and sellers alike towards optimal outcomes.

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The closing is a pivotal moment in the history of a business as it marks the formal transfer of a business from one party to the next. Behind every successful closing is months of focus and hard work. Simply stated, a successful closing doesn’t just happen, but is instead the byproduct of extensive negotiations. 

One key document to utilize in the closing process is the Purchase and Sales Agreement. There are four key aspects to this document. 

1. First are the terms of the agreement, which typically cover the price as well as detailed terms on how the business is to be paid. In the Purchase and Sales Agreement, you will find the status of any management that will be staying with the business. 
2. This document also should contain conditions and covenants which include non-competes as well as agreements on what to do and what not to do moving forward. 
3. Any good Purchase and Sales Agreement will, of course, include a description of the transaction. In other words, is the transaction a stock or asset sale? 
4. Finally, the agreement will cover representations and warranties. This is typically negotiated after the Letter of Intent is agreed upon. In short, the warranties will provide that everything is as it has been represented.

Now, let’s look at the four key steps that are a must before the sale of a business can close. 

1. Topping the list, is that the seller must provide satisfactory evidence that they have the full legal right to act on the behalf of the selling company. Additionally, the seller must show evidence that they have full legal authority to sell the business. 
2. Secondly, all representations and warranties must be in place. Importantly, this will also include clearly stated remedies that are available to the buyer in the case of a seller’s breach. 
3. Third, the buyer’s representative should have completed the due diligence process. A key part of the due diligence process is that any claims and representations made by the seller have been clearly substantiated and addressed. 
4. Last, but certainly not least, necessary financing should have been secured. A critical part of the process is that all of the proper paperwork, as well as the appropriate liens, should be in place, as no funds can be released until these conditions have been met.

It is also important to note that there are two significant elements of closing that will take place simultaneously. 

1. The first is the corporate closing which is the actual transfer of the corporate stock or assets. This step is based on the provisions set forth in the Purchase and Sales Agreement. All the paperwork that was carefully laid out in the Purchase and Sales Agreement has been completed. 
2. The second major element is the financial closing. In the financial closing all the paperwork, as well as the legal documents needed to provide funding have successfully been executed.

While there is no doubt that closing is a joyous time, it is also vital to remember that the period leading up to closing is the time to have a laser-like focus. This is the most important time to avoid mistakes. Working with a business broker or M&A advisor can dramatically reduce your chances of experiencing mistakes during the all-important closing process.

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Businesses can face various challenges, and many issues that arise are not always immediately obvious. However, there are common signs to look for when a company is in trouble or headed in that direction. Recognizing these signs early is crucial, as they can help business owners make informed decisions about the future of their business. 

Below are some key indicators that a company may be struggling:

Lack of Proper Focus

One of the most significant issues a business can face is a lack of clear focus. This could manifest as a lack of strategic direction or the failure to define specific goals. Without a clear focus, companies may struggle to stay competitive or fail to allocate resources effectively. Ultimately, this can lead to missed opportunities.

Poor Management

All businesses depend on good leadership. Poor management, whether it’s due to inexperienced leaders or ineffective decision-making, can severely impact the overall performance. Mismanagement may lead to inefficiencies, low employee morale, and issues with customer service.

Problems with Financial 

Without strong financial controls, a business can quickly find itself in trouble. This includes things like inaccurate financial reporting and issues with cash flow management. This situation can result in mounting debt or an inability to sustain operations.

Loss of Key Employees or Customers

A business is only as strong as the people behind it. Losing a key employee with vital skills can create operational chaos. Similarly, losing important customers or clients can leave a company struggling to maintain profitability.

Failure to Adapt to Technology

Technology evolves rapidly. Companies that fail to keep up with technological advances risk falling behind. This can affect everything from customer satisfaction to the ability to stay competitive in the industry.

Quality Control or Operational Issues

Ongoing quality control problems, product defects, or inefficiencies in operations can tarnish a company’s reputation and decrease sales. Persistent operational issues often indicate deeper structural or management problems within the organization.

Legal or Governmental Problems

Legal disputes or not properly following government regulations can cause significant financial and reputational damage to a business. Whether it’s a lawsuit, or tax issues, these problems should never be ignored.

Changes in Dynamics 

Market dynamics are constantly changing, and businesses that fail to adapt to shifts in customer preferences or an increase in competition may find themselves struggling to maintain relevance.

When a business begins to show signs of distress, owners often face two main options: fix the issues or sell the business. However, ideally the decision to sell should be made while the company is still performing well, not when it is already in trouble.

Waiting too long to right the direction of a business can not only reduce its value, but also limit an owner’s options. If you are concerned that your company may be facing difficulties, now is the time to consult with a professional business broker or M&A advisor. They can help assess the situation, guide you on preparing your business for sale, and assist in making the best decision moving forward.

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Once the deal is sealed and the closing is complete, many business owners might think their job is done. However, ensuring that the transition to the new owner goes smoothly is crucial not only for the business’ continued success, but also for protecting your own ongoing interests. 

First and foremost, even after the sale, most sellers have some sort of vested interest in the new entity’s success. This can come in many forms. For instance, if you are due additional payments associated with the sale, it’s essential to ensure that the release of funds happens as expected. The buyer may also have issued you a note, representing a portion of the sale price that will be paid out over time. It’s in your best interest to ensure these financial arrangements are properly managed during the transition.

Another common scenario that impacts sellers after the closing occurs when they are also the landlord of the property that the buyer is now leasing. The lease agreement must be clear and mutually beneficial, as it will influence the buyer’s ongoing ability to operate successfully. 

Taking the time to make sure your buyer is set up for success can help prevent any misunderstandings later on. It goes without saying that if there are troubles down the line, that can translate into headaches for sellers. 

Additionally, if you recently sold a business, you may still have your name on the company letterhead or remain involved in the company in some other way. In this type of situation, your personal reputation could still be linked to the business, meaning that you have an obligation to ensure the buyer is capable of maintaining the same level of quality and integrity that you worked hard to build. This is not just about protecting your brand, but it is also about ensuring that the company’s legacy continues smoothly.

Lastly, your former employees are often dependent on the success of the sale. Many sellers have built close relationships with their staff over the years and care about their welfare. The decision to sell can have a significant impact on job security for these individuals so it’s vital to ensure the new buyer is the right fit for maintaining a stable work environment. It’s in everyone’s best interest to support a positive transition to ensure job security for former employees. 

While the closing of a business sale is a major milestone, it’s far from the end of the process. By taking the time to manage the post-closing transition thoughtfully, you can help ensure the business continues to thrive, protect your financial interests, and leave a positive legacy.

Copyright: Business Brokerage Press, Inc.

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In today’s business world, effective communication is paramount, and the telephone remains one of the most essential tools for engaging with clients, prospects, and partners. Automated answering services, voicemail systems, or hold music can significantly impact your company’s image and customer satisfaction. Therefore, it’s important to ensure that the telephone is a productive sales tool rather than a hindrance. 

The first interaction a caller has with your company is often through a phone call. This brief exchange, often lasting less than a minute, plays a pivotal role in shaping the caller’s perception of your business. That’s one reason why it’s crucial to use that first impression as an opportunity to create a positive and lasting impact. Below are some strategies to help you refine the way your business greets its callers.

Evaluate Your Office’s Phone Etiquette

To understand the true experience of a customer or client calling your office, consider making a test call. Just don’t reveal your identity. Have someone whose voice your staff does not recognize place the call while you listen in. This method allows you to assess the quality of your telephone service in an objective manner. During the call, listen for the following:

• A friendly and professional greeting, such as, “Good morning, [Company Name],” followed by the name of the employee and an offer to assist.
• A calm and helpful response to inquiries, or the offer to direct the caller to someone who can provide more information.
• Reasonable hold times, with an apology if the wait exceeds typical expectations.

This process is well worth your time, as it will give insights into how your staff handles calls and whether improvements are needed.

Assess Your Answering Service

If your business relies on an answering service, it’s vital to evaluate its quality. Conduct a similar test to the one mentioned above, but focus on how well the answering service represents your company. When evaluating this service, ensure that:

• The operator answers with your company’s name, rather than using a generic, impersonal greeting like, “May I help you?”
• The operator is well-versed in your business’s key details, such as hours of operation, employee names, and company policies.
• The message conveyed by the operator aligns with the information your business wants to relay to customers.

If the answering service fails to meet these standards, take the time to educate the provider on your expectations. There are many answering services out there. If yours is not meeting your standards, it might be time to make a switch.

Review Your Voicemail System

Your voicemail greeting is another key touchpoint for customers and clients. How it sounds can significantly impact their perception of your professionalism. Periodically listen to your voicemail message and ask yourself the following questions:

• Is the voice recording representative of your brand? Choose a voice that is clear, engaging, and professional, so that it strikes the right tone for your business.
• If your voicemail or call system includes background music or on-hold music, ensure that it is calming and unobtrusive. Many businesses make the mistake of choosing music that is grating and leads to someone hanging up before speaking to a member of your team. 

A well-crafted voicemail message ensures that callers feel valued, even if they are unable to speak directly with someone.

Humanize Your Technology

There is no doubt that automated voicemail systems, speakerphones, and conference call capabilities are indispensable tools. However, it’s essential to remember that while these systems offer convenience, they can lack the personal touch that a human voice provides. The truth of the matter is that most people still prefer speaking with a real person. 

Even if the employee who answers the phone is not the highest-paid member of your team, the human voice remains an essential element of your company’s identity. An empathetic, attentive response can leave a positive impression, contributing to a stronger relationship with your clients.

Today’s businesses must embrace the benefits of technology while remembering the importance of personal interaction. By regularly reviewing and improving your phone etiquette, you ensure that your business presents itself in the best possible way from the moment the phone rings.

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One of the most critical questions for prospective buyers, investors, and lenders is understanding a business’s true income. However, it should come as no surprise that the party most invested in uncovering this information is the Internal Revenue Service (IRS).

Why is determining a business’s real income so difficult? While financial records should provide a clear picture, business owners often engage in practices ranging from minor adjustments to outright fraud in order to minimize reported income and reduce their tax liabilities. In fact, the IRS estimates that two out of three business owners under-report their income. 

Even if a business owner somehow evades detection, this dishonest reporting can create significant challenges when it’s time to sell. Business owners, even those not yet considering a sale, should start preparing by presenting their company as a profitable, legitimate enterprise. A buyer will scrutinize not just the numbers, but also the history behind them. That means that any discrepancies between the books and the tax returns will be a red flag. A fresh narrative about the business’ potential is unlikely to convince a buyer, who will be more interested in tangible evidence of consistent and legitimate profitability.

Here are some steps for business owners to position their business favorably when the time to sell comes:

Think Long-Term

Instead of focusing on short-term tax savings, business owners should prioritize showing long-term profitability. Buyers are looking for businesses that demonstrate consistent, strong performance over a period of time. By ensuring your records reflect maximum profits for each quarter, you can create a more attractive picture for potential buyers. The more stable and profitable your business appears, the easier it will be to justify a higher asking price.

Review and Adjust Past Records

It’s important to take a step back and carefully review past financial statements. If your business has experienced growth, but that growth isn’t reflected in your tax returns or financial reports, now is the time to adjust those numbers. Go through the past few months of records and adjust them to present a clearer, more accurate picture of the business’ financial health. This work will not only improve your credibility with buyers but also set a more favorable stage for future negotiations.

Reconstruct Historical Financials

If necessary, look back even further to reconstruct your financial records in a way that reflects the true profitability of your business over a more extended period. This process involves carefully revisiting past transactions, correcting any under-reported income, and ensuring that your financial history aligns with the real growth of the business. Although it may require additional effort, having accurate financial records that reflect the business’ legitimate success will go a long way toward building trust with potential buyers and lenders.

List Tax-Deductible Expenses and Benefits

As part of your effort to present a more truthful financial picture, it’s crucial to itemize all tax-deductible expenses, such as salaries, fringe benefits, and other perks that are allowed by the IRS. These items provide ongoing value to the business and should be clearly listed in your records. Doing so can help increase the perceived value of your business. Buyers will appreciate knowing the business is efficiently managing its finances while taking full advantage of available deductions. 

By addressing these areas, you can not only improve the appeal of your business to potential buyers but also enhance your chances with lenders and investors. Most importantly, truthful financial reporting will keep the IRS focused on someone else’s business. 

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