The Entrepreneur: Understanding Strengths and Weaknesses

Entrepreneurs are typically dynamic and driven individuals who play a critical role in driving innovation. However, to succeed, they must leverage their strengths while being mindful of their weaknesses. By understanding both, entrepreneurs can maximize their potential and build more sustainable businesses.

Strengths of Entrepreneurs

Flexibility and Positive Attitudes

Entrepreneurs are highly resilient and maintain a positive outlook, even in challenging situations. These traits help them navigate market shifts, customer needs, and unforeseen obstacles with confidence.

Creativity and Willingness to Take Risks

Creativity is a hallmark of entrepreneurship. Entrepreneurs excel at generating new ideas and solutions. At the same time, they are comfortable taking calculated risks that can disrupt industries.

Goal-Focused and Committed to Success 

The most successful entrepreneurs are driven by clear goals. Their focus on success fuels both day-to-day operations and long-term strategies. Through this means, they stay on course even when faced with setbacks.

Strong Organizational Skills

Despite their busy schedules, many entrepreneurs possess excellent organizational abilities. They prioritize effectively and manage deadlines. All of this is necessary to ensure the business runs smoothly.

High Energy Levels

Entrepreneurs often demonstrate a great deal of energy. Their lifestyles often require long hours and maintaining enthusiasm. This level of energy not only drives their own work but can also inspire teams and stakeholders.

Weaknesses of Entrepreneurs

Impatience with Results

Entrepreneurs are ambitious about achieving their goals, but they often want quick results. This impatience can lead to frustration. Sometimes it can also lead to rash decisions that may undermine long-term success.

Distraction 

Juggling multiple responsibilities can lead to distractions and a lack of focus. Entrepreneurs may struggle to prioritize effectively, which can cause delays and impact the quality of work.

Distrust of New Technology

While entrepreneurs are generally innovative, some can be hesitant to embrace new technologies. This reluctance can limit their ability to leverage advancements that could benefit them in the long-run, improving efficiency and competitiveness.

Tendency to Stray from Plans

Entrepreneurs’ passion and creativity sometimes lead them to drift from their original business plans. While flexibility is important, straying too far from the vision can waste resources and cause a degree of chaos.

Difficulty Delegating

Many entrepreneurs are reluctant to delegate tasks, especially in the early stages of their businesses. This can lead to burnout and limit the growth of the business. Learning to trust and empower others is key to scaling effectively.

By embracing their core abilities, which often include such traits as creativity, focus, and energy, while recognizing addressing areas that might need improvement like impatience, distraction, and reluctance to delegate, entrepreneurs can take the first step towards improving operations. 

Copyright: Business Brokerage Press, Inc.

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What You Need to Know About Family Business Legacy and Transition

Family businesses are quite common. Estimates suggest there are more than 5 million family businesses in the United States alone. While family businesses are prevalent, this does not diminish their unique nature, as a family business often plays a central role in the family’s identity. Family members are typically deeply attached to the business and its achievements. They may see their own futures intertwined with it. 

Owners of family businesses are generally very invested in their ventures and view them as part of their legacy. Consequently, sellers often hope to find buyers who will appreciate and continue their legacy. It is common for sellers to seek buyers who share their vision for the business.

Adding to the complexity, about one-third of family business owners never plan to retire. As a result, many family businesses lack a succession or exit plan, which can lead to instability and potentially jeopardize the business’s future. It is advisable for family business owners to work with business brokers to develop an exit strategy well before retirement.

Retirement will eventually become an unavoidable reality for nearly all business owners. Many are surprised to learn that the average lifespan of a family-owned business is just 24 years. Moreover, only about 40% of family-owned businesses are passed down to the next generation. Even more striking, only 13% of family-owned businesses make it to the third generation, and beyond that, the survival rate drops to a mere 3%.

There are also challenges associated with selling a business to a family member. One major disadvantage is that sellers often receive less value when doing so. Additionally, family-owned businesses may involve multiple family members in the decision-making process, which can complicate the sale. 

On the other hand, selling to a third party might result in family members losing their jobs or struggling with a new management structure. Overall, buying or selling a family business is a complex process that differs from other types of business transactions.

In conclusion, sellers will benefit greatly from seeking the advice and assistance of a brokerage professional. Business brokers and M&A advisors understand the intricacies of selling a family-owned business and can identify the right buyers. Finding the right buyer can significantly streamline the sales process and lead to better outcomes.

Copyright: Business Brokerage Press, Inc.

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Understanding the Odds of Selling a Business

When it comes to buying or selling a business, we often get asked two common questions: “How many businesses are for sale?” and “What percentage of businesses on the market actually sell?”

To get a sense of the market, it’s important to break things down by business category. The industries that make up the majority of small to mid-sized business sales include: manufacturing, wholesale trade, retail trade, business and personal services, and household/miscellaneous services. Together, these sectors represent a significant portion of the approximately 30 million businesses in the U.S.

It’s commonly estimated that around 15-20% of small businesses are for sale at any given time, though this figure can vary depending on market conditions. Interestingly, smaller businesses—especially those with fewer than four employees—make up a larger portion of the businesses on the market. However, it’s generally observed that the sale success rates for smaller businesses tend to be lower than for larger ones. Smaller businesses, especially those with fewer than five employees, are often seen as having more challenges, such as incomplete financial records or unrealistic pricing, which can affect their chances of a successful sale.

So why do smaller businesses struggle to sell at the same rate as larger ones? Several factors come into play. Smaller businesses often face challenges like inaccurate financial records or unrealistic pricing. Some owners may not be fully committed to selling or may not be prepared for the complexities of the sales process. In some cases, owners might simply close their doors rather than attempt to sell.

Another key reason small businesses often struggle to sell is that their owners may not be properly prepared for the sale process. Many business owners, especially those with fewer than five employees, fail to plan ahead for the sale. This lack of preparation can include everything from neglecting to update financial statements and resolve legal issues to failing to optimize the business for sale by streamlining operations. If a potential buyer sees these areas as red flags, they might walk away, even if the asking price is reasonable.

To improve the odds of a successful sale, business owners should take a few proactive steps. First, they should invest time in cleaning up their financial records, ensuring that they are transparent and up-to-date. It’s also wise to engage a professional who can provide expert advice, market insight, and help with valuation. Additionally, business owners should focus on making their business more attractive to potential buyers by demonstrating a stable, profitable operation with room for growth. Taking these steps can significantly improve a business’s chances of selling successfully.

Copyright: Business Brokerage Press, Inc.

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Unraveling the Complex Realities of Valuations

Determining an accurate valuation for a company is far from straightforward. It involves a range of complex, and often rapidly changing, factors. The challenge is compounded by the fact that some aspects of valuation are inherently subjective. This means that different professionals might ultimately arrive at different conclusions. Despite these challenges, we can establish ways to navigate the valuation process effectively.

One key factor to consider is the ownership structure of the company. A company that is partially or fully employee-owned, for instance, may be perceived as less marketable. Many owners may not realize that Employee Stock Ownership Plans (ESOPs) can significantly impact the overall value of a company, however, this is true as well. 

Intellectual property (IP) is another crucial element that comes into play with a valuation. Assessing the value of patents, trademarks, and copyrights can be challenging but is essential for an accurate valuation. The value of these intangible assets plays a significant role in the overall assessment of a company’s worth.

Technological advancements can also influence a company’s valuation. Companies, especially those focused on technology, may face obsolescence due to rapid technological changes. Even businesses outside the tech sector can be affected by technological disruptions. If a business is approaching the end of its life cycle, its valuation is likely to reflect that reality. Additionally, vulnerabilities to supply chain disruptions can negatively impact a company’s valuation.

The diversity and range of products and services offered by a company are important valuation factors as well. A company with a single product or service may be harder to value than one with a diverse product portfolio. Generally, companies with greater product diversity are valued higher. Similarly, companies with a broader customer base are often valued more favorably compared to those reliant on a few key customers.

In summary, accurately valuing a company requires a balance of art and science. It involves both intuitive judgment and analytical rigor. Collaborating with a skilled business broker or M&A advisors can help navigate the complexities of valuation and ensure a thorough and accurate assessment.

Copyright: Business Brokerage Press, Inc.

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The Risks of Under-Reporting Income for Business Owners

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. 

Copyright: Business Brokerage Press, Inc.

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Not All Buyers Are Created Equal: The Mindset of the Serious Buyer

Just as every person is different, the same invariably holds true for buyers. No two buyers are the same. Further, no two buyers have the same mindset, emotional makeup, or approach to business. The simple fact is that buyers opt to buy businesses for a very wide range of reasons. The bottom line is that it is up to business brokers and M&A advisors to find serious buyers so as not to waste everyone’s time. In this article, we will examine how we zero in on serious buyers.

A serious buyer, one that wants to achieve success and isn’t just window shopping, will want to understand both the business they are considering buying and the industry as a whole. Consider this rough analogy for a moment. Someone serious about winning a game will work to understand the rules before jumping in and playing. You’ll want to look for a buyer who wants to understand the strengths and weaknesses of a business. He or she will also want to comprehend the strengths and weaknesses of competitors as well as potential industry wide problems both now and in the future.

Savvy business people realize that wages and salaries make up a huge percentage of the typical business’s operating cost. A serious buyer will endeavor to understand not just the wages and salaries of employees, but also additional related costs. These can include retirement related costs, the cost of training new employees, the rate of employee turnover and more. Smart buyers are looking for stability throughout the business, and that includes its employees.

The kind of buyers you want to attract are the ones that are not just “thinking about buying” a business. You’ll want to only deal with buyers who have carefully thought through what it means to buy a business. A key aspect of buying a business, as simple as it sounds, is to fully understand what is being sold. For example, serious buyers will dive in and understand capital expenditures. They will also examine and evaluate machinery and equipment so that they understand what kinds of equipment might need to be repaired or replaced. Replacing and repairing equipment can mean substantial costs. That’s why quality buyers can be expected to evaluate all equipment extremely carefully.

Buyers who understand what it means to buy a business will even go beyond evaluating the stability of employees and the state of machinery and equipment. You can expect a serious buyer to want to know if there are any environmental concerns, they will check and evaluate the lease, and they will want to inspect the state of all buildings. They will want to know who the key clients and key suppliers are and determine if those relationships are stable or if they put the business at long term risk.

At the end of the day, the kind of buyer that you’ll want to work with is a buyer who is proactive. Quality buyers will be accessing every aspect of a business to determine its long-term viability. A buyer who goes far beyond “kicking the tires” is exactly the kind of buyer you want.

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Justifying Your EBITDA

All too often a business owner decides to sell, only to learn a number of harsh realities. For example, oftentimes a business owner discovers that their lack of financial data represents a major problem. The simple fact is that prospective buyers will dive in and scrutinize every aspect of EBITDA (Earnings Before Interest, Taxes, Depreciation & Amortization) when looking at their perceived value of your business.  This will most likely take place through what is called a Quality of Earnings Analysis Report (Q of E). General Accepted Accounting Principles serves as the key basis and language for financial reporting (known as GAAP Accounting).  GAAP Accounting and Reports often represent a marked departure for how many companies handle their general and day-to-day accounting. The end result of all this can be a substantial shift in EBITDA as compared to what the actual number really is.

Potential buyers will ultimately receive numerous documents that outline the financial and operational health of your business during what is called the due diligence process in acquiring a business. This means that you, as a business owner, must be ready to invest a good deal of time in the process of disclosing as much accurate information as you can, in support and defense of the true and accurate EBITDA of your business. In short, preparing your business to be sold is no small affair when it comes to making sure that information is fully disclosed and in defense of the actual quality of financial and operational health to ensure the highest and best acquisition price.

EBITDA is one of the most common ways to value a business based on multiples of that number.  When engaging your business for acquisition in the open market, you should expect that any buyer or potential investor will perform a review of your income statement for adjustments in order to arrive at an adjusted EBITDA that makes sense for THEM. 

You need to be ready and fight back as to what the true Adjusted or Normalized EBITDA is, that serves as the basis for a purchase price of your business creating a value used with a multiple to negotiate a final price and terms that make sense for both parties. Miss out on the correct EBITDA for your business by $100,000 on a 3 multiple and you just gave up $300,000 in acquisition cost of your business – as an example.

There are three common EBITDA adjustments:

  1. First, items related to conversion based on a GAAP Accounting basis; this number can have a considerable range. 
  2. Second, one-time events such as legal expenses, PPP loan forgiveness, insurance settlements, unusual expenses associated with issues/growth of the business can greatly factor into an adjusted EBITDA amount. 
  3. Third, certain personal expenses a business owner takes that would typically not be part of the future cash flow of your business is another potential impact on EBITDA. 

It is important not to ignore balance sheets when it comes to representing the financial health and aspects of your business as well. Smaller businesses typically focus strictly on profit, and this factor can result in balance sheets not being reviewed as often as they should be. A balance sheet needs to be recast in a way that the potential buyer truly understands the assets and liabilities that convey in a sale. It is better to recast the balance sheet upfront to what truly conveys with the business as the end result can be items popping up during due diligence causing hiccups in deal making and negotiations. 

As an example – many times we see that business owners may park large amounts of cash in their business and on their balance sheets – over and above what is normally necessary.  The minute a potential buyer sees a $1,000,000 cash position on a business when a $60,000 working capital position is needed, they are going to want that $940,000 cash to convey with the business.  That’s fine if they are willing to pay $940,000 more for the business but not if they want the sale price of the business on a “cash free, debt fee” basis when the business conveys to stay the same with a reasonable sale price.  

The same is true with liabilities.  If you intend to convey the business without debt –  if $500,000 in liabilities is relieved from the business, the value and burden of debt on the business logically increases by an adjusted amount in cash flow that is not needed by the business moving forward.  This mathematically (and logically) increases the value of the business based on the cash flow used against the multiple used for valuation.  Relieve $100,000 debt service to the business against a 3 multiple for the value equates to an additional $300,000 in value and price that the business should sell.

There are three key points that business owners should keep in mind when they are planning on selling their business: 

  1. Make sure that managers and key employees are able to step in and run the business during the transition period. 
  2. Review your financials, and get ready for GAAP reporting requirements during due diligence with a potential acquisition. 
  3. Consider having a Quality of Earnings analysis performed with your business before going to market so you truly understand the financial health with your business.

As this article underscores, selling a business is a process with numerous moving parts. Well organized and solid financials – defensible EBITDA and operational health, represents to buyers and investors a sound and well-run business with an owner that is professional and realistic in their expectations. 

Bottom line? Even if you believe it will be years before you place your business on the market, it is never too early to begin preparing.

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Leases: Key Considerations That Can Make or Break a Business

Are you selling a business that involves a lease? If so, this will be a factor that has significance to a buyer when you go to complete your deal. If your business relies heavily on its location and you don’t own property, then you’ll find the lease will be quite an important consideration for your buyer. By the same token, if you’re buying a business that involves a lease, you’ll want to carefully examine this document and consider how it might impact you and your business. Let’s take a look at some important clauses and terms you’ll want to be looking for. 

Lease Transfers 

What are the terms for transfer of the lease? This is something you’ll want to know before signing on the dotted line if you think you’ll be selling at some point in the near future. 

Lease Lengths 

How long is your lease? If your buyer can confirm that there are many more years on your lease, he or she will find that to be an advantage. 

In the case of a business owner with a new endeavor, a shorter lease may actually be an advantage. That way the owner can get out of the lease if the business is not successful. 

Competitors 

If you’re planning on a lease in a shopping center, it’s essential to get in writing that the center will not accept other tenants that do what your business does. Otherwise, you’ll be constantly faced with competing with a similar business. 

Unexpected Costs

It’s also important to look for clauses that address what happens in the case of an adverse event. For example, if the property was destroyed by a fire, who will pay in the interim? 

There are other practical considerations to consider in leases that many business owners tend to overlook. For example, how are real estate taxes covered? Will you be charged a fee to cover maintenance of the property and, if so, what is it? Is someone in particular responsible for necessary repairs and who will pay for those? 

It goes without saying that you’ll also want to check out clauses impacting rent changes. Otherwise, you may face unexpected rent increases that negatively impact your business. 

Personal Guarantees 

If you are a new business owner, a landlord may ask you to personally guarantee the rent. This would be quite a different lease from one that accepts a well-established corporation as a tenant. 

As you can see, there is much more involved in a lease than just the amount of the rent. Be sure to read your lease carefully and ask questions. A Business Broker or M&A Advisor can assist you with lease terms when you are buying a business. 

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What Should You Expect from Term Sheets?

If you’re selling your business, at some point you’ll likely be presented with a term sheet. As the name suggests, this document will include the “terms” of the deal including the basic economic terms and conditions of a prospective acquisition. It is a list of conditions to be met if the sale successfully takes place, yet it is not legally binding.  

What is the Difference Between a Term Sheet and the LOI?

Both a term sheet and letter of intent (LOI) will include stipulations and lists for a buyer and seller to agree upon. The major difference is that the term sheet doesn’t require a signature, while the letter of intent does. In many cases, buyers are hesitant to sign before the due diligence stage. In this situation, you may find that the term sheet will precede the LOI. 

How Lengthy are Term Sheets?

There is no standard model or form to a term sheet. Therefore, it may be as short as one page, or it could even be five or more pages. But no matter how many pages it may be, it should explain what is being purchased and a stated price. In some cases, the information in a basic term sheet will lead to a formal letter of intent. 

What Components Should be Included? 

In addition to the price and terms, a term sheet can include other considerations relating to the purchase of the business. For example, it can include employment agreements or non-compete clauses. They can also include conditions to be met upon closing. Often the term sheet will detail plans for the buyer to conduct due diligence and gain additional information. You can expect to find everything from warranties and lists of what is included in the sale to exclusivity clauses within term sheets. 

One aspect of the term sheet that should not be overlooked is the method of payment. Typically, the payment sections are far more complex than just “cash at close.” Instead, they will describe a combination of elements including cash at closing, but also other forms of payments. In some situations, they will include details regarding a loan from the seller.  

The term sheet is quite beneficial as it can expedite the sales process and prevent serious misunderstandings. As a result, this non-legally binding document can initiate a smooth beginning to a successful deal. 

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Is Your Deal Really Done?

Once you get to the stage of your deal where you have a signed letter of intent, you may already be feeling a sense of relief that your deal is near finalization. But remember that the due diligence stage is typically yet to come. This stage includes everything from financial and legal investigations to a review of specific information regarding how a business is run. 

The due diligence process can be quite comprehensive and it often reveals some surprises. Because it is important for sellers to know what to prepare and for buyers to know what to look for, let’s examine some of the categories that are reviewed during this process.

Trademarks and Copyrights

Will assets like trademarks, patents and copyrights be transferred?  This is a point that has certainly interfered with some deals being successful. Due to the fact that trademarks, patents, and copyrights are often essential parts of a business, they cannot be overlooked. 

Products and Industry 

Due diligence will likely include analysis of product lines and the respective percentage of sales that they make up. If the business in question is a manufacturing business, then all aspects of the process will be examined. For example, buyers will be looking for age and value of the equipment, information about suppliers, etc. 

Financial Statements

It goes without saying that financial statements should be poured over during due diligence. Current statements and incoming sales should be carefully reviewed.  Review of financial information will also include balance sheets. Is there bad debt? Is there work in progress? These kinds of issues will be evaluated. 

Customer Lists

If you are selling a business, you should be prepared to share lists of major customers. Buyers may also want to compare your market share to that of your competitors. 

Key Employees

Buyers should be looking for information on key personnel, as well as data on any potential employee turnover. If you are selling a business, it’s important to try to fix any staffing problems that might interfere with a buyer’s ability to properly run the business. 

A key goal of the due diligence process is to find potential problems, such as liabilities and contractual issues. But on the upside, due diligence also includes investigation into assets and benefits. The end result should be that the selling price of the business is justified and both parties walk away satisfied. As stated above, it is very common for problems and issues to pop up during due diligence, so it’s important to stay proactive and be open to negotiation until the deal is finalized.

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