“Whatever the reason, there should be something other than dollars that motivates you to explore a sale. After all, if it weren't more valuable to own the business than to sell it, no one would ever buy it.” Mike Sharp, M&A Today, November 2002 The owner of a successful company is considering selling, thinking now may be a good time. However, he is told by an outside advisor that business is good and that if he holds on to it for several more years he will get a much higher price. On the surface, this makes a lot of sense. After all, when an advisor tells the owner that if he keeps it for three more years the price will double, that's a terrific incentive to keep plugging away. However, there is another side to what would appear to be sound advice. The most dramatic downside would be that the business could go downhill rather than uphill as the advisor predicted. Although no one can predict what the economy will do, there are a couple of possible scenarios. The industry itself … [Read more...]
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Tips on Avoiding the Dealbreakers
One of the most important steps is to hire the right advisors. This begins with the right professional business broker/ M&A specialist. The right attorney should be added to the team. The right one is an attorney who has been through the sales process many times – one who is a deal maker seeking solutions, not a deal breaker seeking “why not to” reasons. The accountants must be deal oriented, and if they are the firm's outside advisor, they should be aware that they may not be retained by the buyer, and must still be willing to work in the best interest of putting the deal together. Getting through due diligence One of the three or four times a deal can fall apart is half-way into the due diligence phase, when the buyer finds something he or she did not expect. No one likes surprises, and they can't all be anticipated. An experienced buyer will probably work his way through it, but a novice may walk away. Although sellers too often hope a potential problem doesn't surface, it … [Read more...]
Do You Have an Exit Plan?
“Exit strategies may allow you to get out before the bottom falls out of your industry. Well-planned exits allow you to get a better price for your business.” From: Selling Your Business by Russ Robb, published by Adams Media Corporation Whether you plan to sell out in one year, five years, or never, you need an exit strategy. As the term suggests, an exit strategy is a plan for leaving your business, and every business should have one, if not two. The first is useful as a guide to a smooth exit from your business. The second is for emergencies that could come about due to poor health or partnership problems. You may never plan to sell, but you never know! The first step in creating an exit plan is to develop what is basically an exit policy and procedure manual. It may end up being only on a few sheets of paper, but it should outline your thoughts on how to exit the business when the time comes. There are some important questions to wrestle with in creating a basic plan and … [Read more...]
What Is Burnout?
Burnout can come with a business that's successful as well as with one that's failing to grow. The right time to sell is before the syndrome becomes a threat to the effective management of a business. What are the warning signs of burnout? • That isolated feeling. The burnt-out owner has been “chief cook and bottle washer” for such an extended period of time that even routine acts of decision-making and action-taking seem like Sisyphean tasks. These owners have been shouldering the burdens alone too long. • Fuzzy perspective. Burnt-out owners are so close to their work that they lose perspective. Prioritizing becomes a major daily challenge, and problem-solving sometimes goes no further than the application of business Band-Aids that cost money in the long run rather than increase profits. • No more fun. Of course, owning a business is hard work, but it should also include an element of enjoyment. The owner who drags himself or herself through every day, with a sense of dread – or … [Read more...]
Take a Look at Your Lease
If your business is not location-sensitive, that is, if your business location is immaterial to its success, then the following may not be important. However, lease information is usually helpful no matter what the situation. The business owner whose business is very dependent on its current location should certainly read on. If your business is location-sensitive, which is almost always true for a restaurant, a retail operation, or, in fact, any business that depends on customers finding you (or coming upon you, as is often the case with a well-located gift shop) – the lease is critical. It may be too late if you already have executed it, but the following might be helpful in your next lease negotiation. Obviously, a very important factor is the length of the lease, usually the longer the better. If the property ever becomes available – do whatever it takes to purchase it. However, if you are negotiating a lease for a new business, you might want to make sure you can get out of … [Read more...]
Why Your Company Needs a Physical
Many executives of both public and private firms get a physical check-up once a year. Many of these same executives think nothing of having their investments checked over at least once a year – probably more often. Yet, these same prudent executives never consider giving their company an annual physical, unless they are required to by company rules, ESOP regulations or some other necessary reason. A leading CPA firm conducted a survey that revealed: 65% of business owners do not know what their company is worth; 75% of their net worth is tied up in their business; and 85% have no exit strategy There are many obvious reasons why a business owner should get a valuation of his or her company every year such as partnership issues, estate planning or a divorce; buy/sell agreements; banking relationships; etc. No matter what the reason, the importance of getting a valuation cannot be over-emphasized:An astute business owner should like to know the current value of his or her company as … [Read more...]
Should You Be Selling Your Company…Now?
The answer to the question asked in the title is, “It all depends!” There are all sorts of studies, surveys and the like suggesting that as more and more “baby-boomers” reach retirement age, the market will be flooded with companies for sale. The consensus is that with all these privately-held company owners reaching and nearing retirement age, the time to sell is now. In one survey, 57% of business owners said that their age was the motivating factor for exiting their business. In another survey, 75% of owners with revenues between $1 million and $150 million stated that they are looking to sell within the next three years. Reading all of this information, one gets the feeling that over the next few years a lot of privately-held businesses will be on the market. While there are always going to be those who feel that Armageddon is coming, or that all of these companies are going to be on the market on the day that baby-boomer owners hit 65, there are some compelling reasons to sell … [Read more...]
How Does Your Business Compare?
When considering the value of your company, there are basic value drivers. While it is difficult to place a specific value on them, one can take a look and make a “ballpark” judgment on each. How does your company look? Value DriverLowMediumHigh Business TypeLittle DemandSome DemandHigh Demand Business Growth LowSteadyHigh & Steady Market Share SmallSteady GrowthLarge & Growing ProfitsUnsteadyConsistentGood & Steady Management Under StaffedOkayAbove Average FinancialsCompiledReviewedAudited Customer BaseNot SteadyFairly SteadyWide & Growing Litigation SomeOccasionallyNone in Years SalesNo GrowthSome GrowthGood Growth Industry TrendOkaySome GrowthGood Growth The possible value drivers are almost endless, but a close look at the ones above should give you some idea of where your business stands. Don't just compare against businesses in general, but specifically consider the competition. As part of your overall exit strategy, what can you do to improve your … [Read more...]
The Confidentiality Agreement
When considering selling their companies, many owners become paranoid regarding the issue of confidentiality. They don't want anyone to know the company is for sale, but at the same time, they want the highest price possible in the shortest period of time. This means, of course, that the company must be presented to quite a few prospects to accomplish this. A business cannot be sold in a vacuum. The following are some of the questions that a seller should expect a confidentiality agreement to cover: What type of information can and can not be disclosed? Are the negotiations open or secret? What is the time frame for which the agreement is binding? The seller should seek a permanently binding agreement. What is the patent right protection in the event the buyer, for example, learns about inventions when checking out the operation? Which state's laws will apply to the agreement if the other party is based in a different state? Where will disputes be heard? What recourse do you … [Read more...]
Common Reasons for Selling
It has been said that the sale of a business is usually event driven. Very few owners of businesses, whether small or large, wake up one morning and think, “Today I am going to sell my company.” It is usually a decision made after considerable thought and usually also prompted by some event. Here are a few common “events” that may prompt the decision to sell: Boredom or “Burn-out” – Many business owners, especially those who started their companies and have spent years building and running them, find that the “batteries are starting to run low.” Divorce or Illness – Both divorce and illness can cause a rapid change in one's life. Either of these events, or a similar personal tragedy, can prompt a business owner to decide that selling is the best course of action. Outside Investors – Outside investors may include family, friends, or just plain outside investors. These outside investors may be putting pressure on the owner/majority owner in order to recoup their investment. No Heir … [Read more...]