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 … [Read more...]
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The Top Legal Mistakes to Avoid During a Sale of a Business
The business sale process can be a complex time consuming process, which is part of the reason why it makes sense to have expert help in the form of an experience Business Broker / M&A Advisor. Legal mistakes can be very costly mistakes. A legal mistake can also bring the entire sale process to a sudden halt. Let’s take a closer look at what you can do to avoid these kinds of issues when selling a business. Major Mistake 1 – You Skipped the Non-Disclosure Agreement Nothing quite invites trouble like skipping the non-disclosure agreement. If a deal falls through, then you have the NDA backing you up. This document ensures that the prospective buyer doesn’t tell the world that your business is up for sale and avoid them sharing important, confidential information. Never assume that a deal is going through until it is actually 100% complete. Buying or selling a business is an unpredictable, complex process with lots of moving parts. There is plenty of room for things to … [Read more...]
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 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. 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 … [Read more...]
Are You Asking a Reasonable Price for Your Privately Held Company?
Placing a price on a privately-held company is usually more complex than placing a value, or a price, on a publicly-held company. There are many reasons for this fact, but one of the top reasons is that privately-held companies don’t have audited financial statements. Why are Audited Financial Statements Lacking in Privately-Held Companies? Preparing an audited financial statement is expensive and, as a result, many privately-held companies that have not gone public simply forego the expense. Most privately-held companies are also not accountable to bankers, investors or partners so there is no need to incur this cost. Compared to a privately-held company, a publicly held company can often seem like an “open book.” Buyers are left with the proposition of having to dig out a lot more information from a privately-held company in order to assess whether or not a valuation or price is accurate. What Can You Do to Overcome this Factor? You, as the seller, can help … [Read more...]
Is Now the Right Time to Sell Your Business?
Like many things in life, timing can be everything when it comes to selling your business. Every day more and more baby-boomers are now reaching retirement age. The marketplace is already showing signs of increasing inventory with the increasing amount of businesses coming to market as more and more business owners are looking to sell to retire. According to a 2016 survey of Business Brokers, 54% plan to exit in the next ten years. We may be on the verge of a massive wave of businesses hitting the market. Getting out in front of that wave could be in your best interests. Now very well may be the time to sell. Are You Suffering from Burnout? If you’ve been running your business for many years, it is quite possible that you are suffering from burnout. This issue is remarkably common with business owners and it is also very dangerous. Owners suffering from burnout don’t invest as much of themselves and their creative energy into their businesses, and that has a range of … [Read more...]
Fairness Opinions When Selling a Business
Since one often hears the term “fair value” or “fair market value,” it would be easy to assume that “fairness opinion” means the same thing. A fairness opinion may be based to some degree on fair market value, but there the similarities end. Assume that you are president of a family business and the other members are not active in the business, but are stockholders; or you are president of a privately held company that has several investors/stockholders. The decision is made to sell the company; and you as president are charged with that responsibility. A buyer is found; the deal is set; it is ready to close — and, then, one of the minority stockholders comes out of the woodwork and claims the price is too low. Or, worse, the deal closes, then the minority stockholder decides to sue the president, which is you, claiming the selling price was too low. A fairness opinion may avoid this or protect you, the president, from any litigation. A fairness opinion is a letter, usually only two … [Read more...]
Selling a Business, Get Ready to Expect the Unexpected!
Many experts agree that the best time to prepare to sell your business is when you start your business. That may sound extreme. However, few business owners reach that level of preparedness. A simple fact of life and owning a business is that most sales are event-driven. Factors such as problems with a partnership, health issues, burnout or even divorce can drive a business owner to sell. Once you’ve made the decision to sell, it is essential that you realize one key fact. Unexpected events and factors will always rise to the surface. In this article, we’ll explore four key questions that you’ll need to address before selling your business. What is the Value of Your Time? Meeting with prospective buyers can be a serious time sponge. One of the key benefits of working with a professional Business Broker is that he/she can take some of the pressure off of you. They can interact with buyers on your behalf. A large percentage of business owners are also deeply involved … [Read more...]
Your Lease: 8 Factors to Consider When Selling a Business
Owners often neglect understanding their leases and this can be problematic. If your business is location-sensitive, then the status of your lease could be of paramount importance. Restaurants and retail businesses, for example, are usually location-dependent and need to pay special attention to their leases. But with that stated, every business should understand in detail the terms of its leases. There are many key factors involving leases that should not be ignored or overlooked. If you adhere to these guidelines, you'll be much more likely to control your outcomes. At the top of the list is the factor of length. Usually, the longer your lease the better. Secondly, if the property does become available, then it is often in an owner's best interest to try and buy the property or he or she may be forced to move. When negotiating a lease, it is best to negotiate a way out of the lease if possible; this is particularly important for new businesses where the fate of … [Read more...]
The Sale of your Business is Almost Done, Then Again, Maybe Not
Having a letter of intent signed by both the buyer and the seller when selling a business can be a very good feeling. Everything can seem as though it is moving along just fine, but the due diligence process must still be completed. It is during due diligence that a seller decides whether he or she is going to finalize the deal. Much depends on what is discovered during this important process, so remember the deal isn't done until it is truly finalized. In his book, The Art of M&A, Stanley Forster Reed noted that the purpose of due diligence is to “Assess the benefits and liabilities of a proposed acquisition by inquiring into all relevant aspects of the past, present and predictable future of the business to be purchased.” Summed up another way, due diligence is quite comprehensive. It probably comes as no surprise that this is when deals often fall apart. Before diving in, it is critically important that you meet with such key people as appraisers, accountants, lawyers, a … [Read more...]
Buying or Selling A Business? Seven Key Points to Consider
Buying or selling a business is one of the most important decisions that most people ever make. Before jumping in, there are several points that should be taken into consideration. Let's take a moment to examine some of the key points involved in buying or selling a business. Factor #1 - What are You Selling? Whether buying or selling a business it is important to ask a few simple questions. What is for sale? What is not included with the buyer's investment? Does the sale price include any real estate? Are vital assets, such as machinery, included in the sale price? Factor # 2 - What are the Range of Assets? It is very important to understand the range of assets that are included with a business. What is proprietary? Are there formulations, patents and software involved? These types of assets are often the core of the business and will be essential for its long-term success. Factor # 3 - Evaluating Assets for Profitability Not all assets are created equally. If assets … [Read more...]
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