An old saying in negotiating the sale of a business goes like this: The buyer says to the seller, "You name the price, and I get to name the terms." Another saying used to explain the actual value of the term full price: "If we could find you a business that nets you $250,000 a year after debt service, and you could buy it for $100 down, would you really care what the full price was?"
It seems that everyone is concerned only about full price. And yet, full price is just part of the equation. If a seller is willing to accept a relatively small down payment and carry the balance, a higher full price should be expected. On the other hand, the more cash the seller wants up front, the lower the full price. If the seller demands all cash, barring some form of outside financing, full price lowers - and, in most cases, the chance of selling decreases as well. Even in cases where outside financing is used, such as through SBA, etc., the lender will do everything possible to ensure that the price makes sense.
Buyers should understand that the structure of the actual sale (and how that structure meets the seller's reason for selling) can dramatically influence the asking price. Price is obviously important, but other factors may be even more important. For example, consider a seller with health issues who needs to sell as quickly as possible. In his case, timing becomes more essential than price. Another seller may place more importance on her business remaining in the community. In her case, finding a buyer who will not move the business may supersede price or certainly influence it.
Likewise, the structure of the deal can both influence price and be a more significant factor than price to either the buyer or the seller. The structure can dictate how much cash the buyer must pay up front. A low down payment may be important for some buyers. On the other hand, buyers should also be aware how much the interest on the carry-back can add up to. If the buyer can afford a higher downpayment while still retaining sufficient funds for running the business, a lower full price may be obtained with less paid in interest over the following years.
These examples all demonstrate the importance of working with a business broker professional when considering the purchase of a business. During this meeting, the broker should find out what is really important to the buyer, help the buyer understand what he or she can afford, and educate the buyer on the business transaction process.
Tuesday, February 28, 2012
Friday, February 24, 2012
What are You Really Looking For?
The obvious answer is probably that most people are looking to buy a business that makes a lot of money. But the real answers may surprise you. Here is a list of just a few that buyers have mentioned:
■Pride of ownership
■A business that looks like fun to own and operate
■Happy employees
■Financial records that make sense
■Good growth prospects
■A well-known or popular business
■A good track record
■A great location
■A seller who is willing to finance the sale
■A reasonable price
Certainly, you will want to make money when buying a business, but there is more involved, as the list above indicates.
As you consider buying a business, you need to know what is truly important to you. What are you looking for? What do you hope to gain from business ownership?
A business brokerage professional can help you think through and prioritize your reasons for buying. This, in turn, will help you better evaluate how well different businesses for sale fit what you are really looking for.
■Pride of ownership
■A business that looks like fun to own and operate
■Happy employees
■Financial records that make sense
■Good growth prospects
■A well-known or popular business
■A good track record
■A great location
■A seller who is willing to finance the sale
■A reasonable price
Certainly, you will want to make money when buying a business, but there is more involved, as the list above indicates.
As you consider buying a business, you need to know what is truly important to you. What are you looking for? What do you hope to gain from business ownership?
A business brokerage professional can help you think through and prioritize your reasons for buying. This, in turn, will help you better evaluate how well different businesses for sale fit what you are really looking for.
Wednesday, February 22, 2012
Can I Afford to Buy a Business?
Where there is a will....there is usually a way to make it happen !
Most likely, the answer is yes. There are several avenues we can recommend to assist the buyer with financing the purchase. It will probably take a combination of the following:
1. Get a SBA loan. This is a government backed loan that will lend up to 80% of the purchase price, providing the buyer has other assets to use for collateral.
2. Use your 401K or IRA without penalty.
3. Owner finance part of the purchase, if the seller agrees.
3. The buyer can pay cash. Yes, occasionally it happens.
Most likely, the answer is yes. There are several avenues we can recommend to assist the buyer with financing the purchase. It will probably take a combination of the following:
1. Get a SBA loan. This is a government backed loan that will lend up to 80% of the purchase price, providing the buyer has other assets to use for collateral.
2. Use your 401K or IRA without penalty.
3. Owner finance part of the purchase, if the seller agrees.
3. The buyer can pay cash. Yes, occasionally it happens.
Monday, February 20, 2012
Why Deals Fall Apart -- Loss of Momentum
Deals fall apart for many reasons – some reasonable, others unreasonable.
For example:
• The seller doesn’t have all his financials up to date.
• The seller doesn’t have his legal/environmental/administrative affairs up to date.
• The buyer can’t come up with the necessary financing.
• The well known “surprise” surfaces causing the deal to fall apart.
The list could go on and on and this subject has been covered many times. However, there are more hidden reasons that threaten to end a deal usually half to three-quarters of the way to closing. These hidden reasons silently lead to a lack of or loss of momentum.
This essentially means a lack of forward progress. No one notices at first. Even the advisors who are busy doing the necessary due diligence and paperwork don’t notice the waning or missing momentum. Even though a slow-down in momentum may not be noticeable at first, an experienced business intermediary will catch it.
Let’s say a buyer can’t get through to the seller. The buyer leaves repeated messages, but the calls are not returned. (The reverse can also happen, but for our example we’ll assume the seller is unresponsive.) The buyer then calls the intermediary. The intermediary assures the buyer that he or she will call the seller and have him or her get in touch. The intermediary calls the seller and receives the same response. Calls are not returned. Even if calls are returned the seller may fail to provide documents, financial information, etc.
To the experienced intermediary the “red flag” goes up. Something is wrong. If not resolved immediately, the deal will lose its momentum and things can fall apart quite rapidly. What is this hidden element that causes a loss of momentum? It is generally not price or anything concrete.
It often boils down to an emotional issue. The buyer or seller gets what we call “cold feet.” Often it is the seller who has decided that he really doesn’t want to sell and doesn’t know what to do. It may also be that the buyer has discovered something that is quite concerning and doesn’t know how to handle it. Maybe the chemistry between buyer and seller is just not there for one or the other of them. Whatever the reason, the reluctant party just tries to ignore the proceedings and lack of momentum occurs.
The sooner this loss of momentum is addressed, the better the chance for the deal to continue to closing. Because the root of the problem is often an emotional issue, it has to be faced directly. An advisor, the intermediary or someone close to the person should immediately make a personal visit. Another suggestion is to get the buyer and seller together for lunch or dinner, preferably the latter. Regardless of how it happens, the loss of momentum should be addressed if the sale has any chance of closing.
For example:
• The seller doesn’t have all his financials up to date.
• The seller doesn’t have his legal/environmental/administrative affairs up to date.
• The buyer can’t come up with the necessary financing.
• The well known “surprise” surfaces causing the deal to fall apart.
The list could go on and on and this subject has been covered many times. However, there are more hidden reasons that threaten to end a deal usually half to three-quarters of the way to closing. These hidden reasons silently lead to a lack of or loss of momentum.
This essentially means a lack of forward progress. No one notices at first. Even the advisors who are busy doing the necessary due diligence and paperwork don’t notice the waning or missing momentum. Even though a slow-down in momentum may not be noticeable at first, an experienced business intermediary will catch it.
Let’s say a buyer can’t get through to the seller. The buyer leaves repeated messages, but the calls are not returned. (The reverse can also happen, but for our example we’ll assume the seller is unresponsive.) The buyer then calls the intermediary. The intermediary assures the buyer that he or she will call the seller and have him or her get in touch. The intermediary calls the seller and receives the same response. Calls are not returned. Even if calls are returned the seller may fail to provide documents, financial information, etc.
To the experienced intermediary the “red flag” goes up. Something is wrong. If not resolved immediately, the deal will lose its momentum and things can fall apart quite rapidly. What is this hidden element that causes a loss of momentum? It is generally not price or anything concrete.
It often boils down to an emotional issue. The buyer or seller gets what we call “cold feet.” Often it is the seller who has decided that he really doesn’t want to sell and doesn’t know what to do. It may also be that the buyer has discovered something that is quite concerning and doesn’t know how to handle it. Maybe the chemistry between buyer and seller is just not there for one or the other of them. Whatever the reason, the reluctant party just tries to ignore the proceedings and lack of momentum occurs.
The sooner this loss of momentum is addressed, the better the chance for the deal to continue to closing. Because the root of the problem is often an emotional issue, it has to be faced directly. An advisor, the intermediary or someone close to the person should immediately make a personal visit. Another suggestion is to get the buyer and seller together for lunch or dinner, preferably the latter. Regardless of how it happens, the loss of momentum should be addressed if the sale has any chance of closing.
Thursday, February 16, 2012
A Lease Primer
The following is provided as a simple explanation of common leasing arrangements within a small business transaction. It is not intended to provide legal advice.
The New Lease
A new lease is generally created when the prior lease has expired or is about to and when there are going to be substantial changes to the existing lease. A new lease would be executed between the purchaser of the business and the landlord. It is a new document either drafted by an attorney or used in a standard form that is available at stationery stores and in many books. A new lease involves negotiations between the owner or purchaser of the business and the landlord.
The Sub-Lease
A sub-lease is nothing but a lease within a lease. For example, if the seller of a business is permitted to sub-lease the premises, he or she, as far as a new owner is concerned, is the landlord. In this case, the actual landlord is still dealing with the seller and has no relationship with the buyer. Obviously, the seller needs the permission of the landlord or lessor to assign or sub-lease.
The Assignment of the Existing Lease
This is the most common form, allowing a buyer the use of the premises in which the business is located. In an assignment, the seller is "assigning" all rights to the existing lease to the new buyer. Once the assignment is executed, the seller usually has no more rights in that lease. However, in most assignments, the landlord reserves "all rights" in the lease. In other words, the seller, who may be a tenant or an assignee, is still responsible to the landlord if the buyer does not perform.
The New Lease
A new lease is generally created when the prior lease has expired or is about to and when there are going to be substantial changes to the existing lease. A new lease would be executed between the purchaser of the business and the landlord. It is a new document either drafted by an attorney or used in a standard form that is available at stationery stores and in many books. A new lease involves negotiations between the owner or purchaser of the business and the landlord.
The Sub-Lease
A sub-lease is nothing but a lease within a lease. For example, if the seller of a business is permitted to sub-lease the premises, he or she, as far as a new owner is concerned, is the landlord. In this case, the actual landlord is still dealing with the seller and has no relationship with the buyer. Obviously, the seller needs the permission of the landlord or lessor to assign or sub-lease.
The Assignment of the Existing Lease
This is the most common form, allowing a buyer the use of the premises in which the business is located. In an assignment, the seller is "assigning" all rights to the existing lease to the new buyer. Once the assignment is executed, the seller usually has no more rights in that lease. However, in most assignments, the landlord reserves "all rights" in the lease. In other words, the seller, who may be a tenant or an assignee, is still responsible to the landlord if the buyer does not perform.
Tuesday, February 14, 2012
Are You Serious?
Buying a business safely qualifies as a life-changing decision. While business ownership offers many great rewards including the benefit of being your own boss, it also requires sacrifice, hard work, the courage to take risks and a willingness to invest valuable time and money.
If you're thinking about buying a business, you may want to start by asking yourself the following questions. Your answers will help you better define what you want and prepare you to answer similar questions that will be asked by a good business broker or intermediary.
■Why am I considering the purchase of a business at this time?
■What is my time frame to find a business?
■Do I have an open mind about the types of businesses to consider, or am I looking for a specific business type?
■How much money have I set aside to invest?
■Am I comfortable with being in business for myself?
The above questions can qualify you as a prospective buyer, but the real key is whether you can make the "leap of faith" so necessary to purchase a business. There is no such thing as a "sure thing" business. No matter how good the business, the degree of success is up to you as the new owner. And, no matter how qualified you may be as a buyer, you will have to have the courage to actually buy, and run, a business.
Serious buyers:
■have the necessary funds that are readily available.
■can make their own decisions.
■are willing to consider different types of businesses.
■have a genuine need to purchase a business.
■have a reasonable time-frame in which to buy a business (within six months).
■are cooperative and willing to listen.
The professional business intermediary is experienced in working with potential buyers. They can help you evaluate and find the type of business that best fits your reasons for buying.
If you're thinking about buying a business, you may want to start by asking yourself the following questions. Your answers will help you better define what you want and prepare you to answer similar questions that will be asked by a good business broker or intermediary.
■Why am I considering the purchase of a business at this time?
■What is my time frame to find a business?
■Do I have an open mind about the types of businesses to consider, or am I looking for a specific business type?
■How much money have I set aside to invest?
■Am I comfortable with being in business for myself?
The above questions can qualify you as a prospective buyer, but the real key is whether you can make the "leap of faith" so necessary to purchase a business. There is no such thing as a "sure thing" business. No matter how good the business, the degree of success is up to you as the new owner. And, no matter how qualified you may be as a buyer, you will have to have the courage to actually buy, and run, a business.
Serious buyers:
■have the necessary funds that are readily available.
■can make their own decisions.
■are willing to consider different types of businesses.
■have a genuine need to purchase a business.
■have a reasonable time-frame in which to buy a business (within six months).
■are cooperative and willing to listen.
The professional business intermediary is experienced in working with potential buyers. They can help you evaluate and find the type of business that best fits your reasons for buying.
Friday, February 10, 2012
Remember: It Is Not Always the Price
The following are situations where the price was not the deciding issue in the successful sell of a business. The ultimate buyer may be the only one who really understands the situation. A business intermediary really understands the issues and can lead the buyer and seller to a successful resolution.
• One seller had 60 shareholders who needed to walk away from the deal. The losing buyer wanted all selling shareholders to be accountable for the "reps and warranties." The winning buyer waived the reps and warranties at closing.
• A seller's management team wanted some future upside in the deal. The losing buyer offered all cash and normal compensation. The winning buyer offered 80% cash, 20% stock plus 3-year earnout on revenues -- including acquisitions.
• Time was of the essence. The losing buyer needed 30 day due diligence and negotiations plus a 60-day window to close the deal. The winning buyer offered to close within 40 days of the Letter of Intent and agreed to have limited due diligence.
• One seller had 60 shareholders who needed to walk away from the deal. The losing buyer wanted all selling shareholders to be accountable for the "reps and warranties." The winning buyer waived the reps and warranties at closing.
• A seller's management team wanted some future upside in the deal. The losing buyer offered all cash and normal compensation. The winning buyer offered 80% cash, 20% stock plus 3-year earnout on revenues -- including acquisitions.
• Time was of the essence. The losing buyer needed 30 day due diligence and negotiations plus a 60-day window to close the deal. The winning buyer offered to close within 40 days of the Letter of Intent and agreed to have limited due diligence.
Wednesday, February 8, 2012
The Three Ways to Negotiate
Basically, there are three major negotiation methods.
1. Take it or leave it. A buyer makes an offer or a seller makes a counter-offer – both sides can let the “chips fall where they may.”
2. Split the difference. The buyer and seller, one or the other, or both, decide to split the difference between what the buyer is willing to offer and what the seller is willing to accept. A real oversimplification, but often used.
3. This for that. Both buyer and seller have to find out what is important to each. So many of these important areas are non-monetary and involve personal things such as allowing the owner’s son to continue employment with the firm. The buyer may want to move the business.
There is an old adage that advises, “Never negotiate your own deal!”
The first thing both sides have to decide on is who will represent them. Will they have their attorney, their intermediary or will they go it alone? Intermediaries are a good choice for a seller. They have done it before, are good advocates for their side and they understand the company and the seller.
How do the parties get together in a win-win negotiation? The first step is for both sides to work with their advisors to settle on the price and deal structure positions. Both sides should be able to present their side of these issues. Which is more important – price or terms, or non-monetary items?
Information is vital to a buyer. Buyers should keep in mind that the seller knows more about the business than he or she does. Both buyer and seller need to anticipate what is important to the other and keep that in mind when discussing the deal. Buyer and seller should do due diligence on each other. Both buyer and seller must be able to walk away from a deal that is just not going to work.
1. Take it or leave it. A buyer makes an offer or a seller makes a counter-offer – both sides can let the “chips fall where they may.”
2. Split the difference. The buyer and seller, one or the other, or both, decide to split the difference between what the buyer is willing to offer and what the seller is willing to accept. A real oversimplification, but often used.
3. This for that. Both buyer and seller have to find out what is important to each. So many of these important areas are non-monetary and involve personal things such as allowing the owner’s son to continue employment with the firm. The buyer may want to move the business.
There is an old adage that advises, “Never negotiate your own deal!”
The first thing both sides have to decide on is who will represent them. Will they have their attorney, their intermediary or will they go it alone? Intermediaries are a good choice for a seller. They have done it before, are good advocates for their side and they understand the company and the seller.
How do the parties get together in a win-win negotiation? The first step is for both sides to work with their advisors to settle on the price and deal structure positions. Both sides should be able to present their side of these issues. Which is more important – price or terms, or non-monetary items?
Information is vital to a buyer. Buyers should keep in mind that the seller knows more about the business than he or she does. Both buyer and seller need to anticipate what is important to the other and keep that in mind when discussing the deal. Buyer and seller should do due diligence on each other. Both buyer and seller must be able to walk away from a deal that is just not going to work.
Monday, February 6, 2012
Considerations When Selling...Or Buying
Important questions to ask when looking at a business...or preparing to have your business looked at by prospective buyers.
• What’s for sale? What’s not for sale? Does it include real estate? Are some of the machines leased instead of owned?
• What assets are not earning money? Perhaps these assets should be sold off.
• What is proprietary? Formulations, patents, software, etc.?
• What is their competitive advantage? A certain niche, superior marketing or better manufacturing.
• What is the barrier of entry? Capital, low labor, tight relationships.
• What about employment agreements/non-competes? Has the seller failed to secure these agreements from key employees?
• How does one grow the business? Maybe it can’t be grown.
• How much working capital does one need to run the business?
• What is the depth of management and how dependent is the business on the owner/manager?
• How is the financial reporting undertaken and recorded and how does management adjust the business accordingly?
• What’s for sale? What’s not for sale? Does it include real estate? Are some of the machines leased instead of owned?
• What assets are not earning money? Perhaps these assets should be sold off.
• What is proprietary? Formulations, patents, software, etc.?
• What is their competitive advantage? A certain niche, superior marketing or better manufacturing.
• What is the barrier of entry? Capital, low labor, tight relationships.
• What about employment agreements/non-competes? Has the seller failed to secure these agreements from key employees?
• How does one grow the business? Maybe it can’t be grown.
• How much working capital does one need to run the business?
• What is the depth of management and how dependent is the business on the owner/manager?
• How is the financial reporting undertaken and recorded and how does management adjust the business accordingly?
Thursday, February 2, 2012
Reasons to Sell / Reasons to Acquire
A January 2004 survey conducted by the DAK Group/Rutgers found the following breakdown of why businesses are for sale:
Reasons To Sell
■Risk reduction 44%
■Competition or market changes 41%
■External pressures 27%
■Lifestyle factors (age, health, etc.) 14%
■Lack of capital 9%
■Ownership/management issues 07%
Note: Multiple responses allowed; Source: DAK Group/Rutgers
It is interesting to note that the top, by far, three reasons to sell are financial as is the fifth reason. The information furnished by much of the media suggests that the big reason to sell is generational – in other words, all of yesterday’s owners are now ready to retire. According to the survey above, that motivation (included in “Lifestyle factors”) represents only 14 percent, and it includes health and other personal issues. The last reason, at 7 percent, might also include retirement since ownership/management could be involved with retirement issues. Twenty-one percent of the respondents mentioned either lifestyle or ownership/management issues. Placing these reasons at the top of the list does not justify the hype of the “baby-boomers” retiring over the next few years.
Shown, below, the reasons for considering an acquisition seem to be more obvious. Although growth leads the list by a hefty margin, all of the other reasons could also be considered growth issues.
Reasons for Considering an Acquisition
■Growth 72%
■Acquire competitor 38%
■Product diversification 37%
■Geographic diversification 29%
■Technology 09%
Reasons To Sell
■Risk reduction 44%
■Competition or market changes 41%
■External pressures 27%
■Lifestyle factors (age, health, etc.) 14%
■Lack of capital 9%
■Ownership/management issues 07%
Note: Multiple responses allowed; Source: DAK Group/Rutgers
It is interesting to note that the top, by far, three reasons to sell are financial as is the fifth reason. The information furnished by much of the media suggests that the big reason to sell is generational – in other words, all of yesterday’s owners are now ready to retire. According to the survey above, that motivation (included in “Lifestyle factors”) represents only 14 percent, and it includes health and other personal issues. The last reason, at 7 percent, might also include retirement since ownership/management could be involved with retirement issues. Twenty-one percent of the respondents mentioned either lifestyle or ownership/management issues. Placing these reasons at the top of the list does not justify the hype of the “baby-boomers” retiring over the next few years.
Shown, below, the reasons for considering an acquisition seem to be more obvious. Although growth leads the list by a hefty margin, all of the other reasons could also be considered growth issues.
Reasons for Considering an Acquisition
■Growth 72%
■Acquire competitor 38%
■Product diversification 37%
■Geographic diversification 29%
■Technology 09%
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