Why Businesses Do Not Sell

would be nice to live in a world where every business-for-sale was sold at top dollar. While there is no such thing as a perfect business free from all defects, there are a number of problems that can hinder a sale that could be remedied, if given enough time. This article lists ten of the reasons which are often cited as contributing factors in an unsuccessful sale or a completed deal for less than potential value.

Business intermediaries need to be up-front with their seller clients, educating them on the challenges faced, and the likely impact that one or more of these issues will have on completing a successful transaction.

1. UNREALISTIC EXPECTATIONS

a. Valuation/Listing Price:

Arguably, the price a business is listed at is one of the critical elements to a successful sale. An owner’s emotional attachment to their business, coupled with an inexperienced business intermediary’s desire to obtain the listing and please the seller, can be a recipe for disaster. Overpricing a business will deter knowledgeable buyers from establishing communications. Additionally, it will be extremely difficult to defend the valuation when a business has been priced unrealistically. The typical outcome is that the listing will languish in the marketplace and recovery becomes more difficult. Once on the market for months on end at the wrong price, the process in re-pricing and re-listing creates a whole new set of challenges, the least of which is maintaining credibility.

b. Unrealistic Terms and/or Structure

Deal structure, asset allocation and tax management must be addressed proactively and early in the process. Often the Buyer and Seller place all of the focus on the sale price at the expense of the ‘net after-tax results’ of a business transaction. In most cases, a seller could achieve a deal that provides a greater economic benefit when an experienced Tax Attorney/CPA assists with structuring the transaction. In addition to structure there are a number of other issues that could be problematic, including:

Seller insists on all cash at closing and is inflexible in negotiating other terms.
The buyer’s unwillingness to sign a personal guarantee
The lack of consensus on the Asset Allocation
Seller insisting on only selling stock (typically with a C-Corp)
Inability to negotiate equitable seller financing, an earn-out, or terms for the non-compete
2. PROFESSIONAL ADVISORS

For a successful sale to occur, a business owner must have the right team of advisors in place. An experienced mergers & acquisitions intermediary will play the most critical role – from the business valuation to negotiating the terms, conditions, and price of the sale as well as everything in between (confidential marketing, buyer qualification, etc). Aside from the M&A advisor, a business attorney who specializes in business transactions is critical. Once again, “who specializes in business transactions”. Any professional who has been in the industry for more than a year will be able to point to a transaction that has failed because the lawyer that was chosen did not have the specialized expertise in handling business transactions. Additionally, a competent CPA who is knowledgeable about structuring business transactions will be the third key role. While a business owner’s current legal and tax advisors may have the best of intentions in assisting their client with the business sale, if they are not experienced with mergers and acquisitions it would be highly recommended to evaluate alternatives. In some cases, there is one shot when an offer has been received and it is therefore imperative not to attempt to make a deal that is out of reach and impossible to complete.

3. DECREASING REVENUES/PROFITS

The majority of buyers are seeking profitable businesses with year-over-year increasing revenue and profits. When a business has a less stellar track record with varied results or possibly declining revenue and/or profits, complications with the business sale are likely to occur. Not only will decreasing profits and revenue impact the availability of third party funding but it will have a material impact on the business valuation. While buyers traditionally purchase businesses based on anticipated future performance, they will value the business on its historical earnings with the major focus on the prior 12-36 months. For those businesses which have deteriorating financials, the seller should be able to articulate accurate reasons for the decline. Both the lender and the buyer will need to obtain a realistic understanding of the underperformance to assess the impact it is likely to have on future results. In cases where the seller is confident that the decline was an anomaly and is not likely to repeat itself, structuring a component of the purchase price in the form of an earn-out would probably be necessary. In other circumstances, when there are two or more years of declines, the buyer and lender will question “where is the bottom?” and what is the new normal. In this situation, a decrease in valuation will be inevitable. Cash flow is the driver behind business valuations and business acquisitions. The consistency and quality of revenue and income will be one of the key focal points when assessing an acquisition. It all relates to risk. Those businesses with dependable recurring revenue generated from contractual arrangements will generally be in greater demand than businesses who produce income based on a project based model.

4. INACCURATE OR INCOMPLETE BOOKS

One of the most critical components to a successful business sale is for the business to maintain accurate, detailed, and clean financial statements that match the filed tax returns. Not only will these financial statements be the basis for the business valuation but they will also be the criteria for whether the business will qualify for bank transaction funding. Too often the business is managed as purely a lifestyle business that is focused only on short term owner compensation, without regard to building long term value. In these cases, the owner has taken very liberal personal expenses that may not be able to be added back when deriving the adjusted earnings. Given the importance these documents represent, a business owner should ensure that the books are professionally managed and up to date. Records that are messy, incomplete, out-of-date or containing too many personal expenses will only give prospective buyers and lenders reasons to question the accuracy of the books. Last but not least, businesses that have a ‘cash component’ will need to report 100% of this income for it to be incorporated in the valuation.

5. CUSTOMER CONCENTRATION

Businesses that have a handful of customers that produce a large percentage of the company’s revenues, will probably have customer concentration issues, especially if one client represents greater than 10% of sales. It is important for a business owner to recognize that a business which lacks a broad and diverse base of customers possesses a higher degree of risk for a buyer as the loss of any one of these large clients could have a material impact on the future earnings. As a result, customer concentration will have an effect on the valuation, deal structure, and salability of the business. Vendor and industry concentration can also pose complications when selling a business. Specialization can be a competitive advantage for a business and assist in winning contracts. However, this same narrow industry focus could be a detriment if it is perceived that the business does possess a broad supply chain and ample options to source products and materials.

6. THE OWNER IS THE BUSINESS

It is not uncommon for the owner to play a significant role in the operation and management of the business. This is particularly true with smaller enterprises. Where this situation can present a problem is when the owner is not only the face of the business but also deeply involved with all facets of the company – sales, marketing, operations, management, marketing, and financial. If there are no key employees and there are few written processes and procedures, the business lacks a dependable and repeatable work flow. When it becomes evident that the business cannot operate effectively without the owner’s hands on involvement and personal know-how, it becomes problematic. Of equal concern is the relationship the owner may have with the customers of the business. If the customer does business with the firm largely in part of the relationship with the owner, this situation will create customer retention concerns and possible transition problems when the business is being sold. In summary, buyers want a business that can operate independently from the current business owner.

7. THE OWNER(S) IS AGING AND HAS SLOWED-DOWN

It is not uncommon for a business owner to become complacent after running the company for an extended period of time. Becoming tired and lacking the previous ‘fire in the belly’ has a way of spilling over into the business fundamentals. The number of trade shows that the business participates in decreases, the travel and new customer sales calls that routinely took place on a daily basis in the early years, have been paired down. The investment spending on equipment upgrades, vehicle replacement or marketing programs have been cut back. Innovation has come to a grinding halt and the business is on auto pilot. The financials have luckily held steady but for how long? An owner who has become burnt out almost unavoidably transmits their lack of zeal and drive to their staff and clients in a number of subtle ways. The net result is the company’s performance slowly begins to deteriorate. Unfortunately, this situation can become even more pronounced when the owner finally makes the decision to sell the business and mentally checks out at the worst possible time. Transferring ownership can be viewed by some as a highly emotional process, and the decision to sell at the right time is often ignored until the issue is forced upon the owner (failing health, divorce, disability, etc.) and usually at a fraction of the former valuation.

8. INDUSTRY IS DIMINISHING OR THREATENED

Over the last two centuries there have been a number of industries that have developed and grown significantly. In this same time frame, many new industries have been created while others have become extinct. The future outlook for a given industry will have a direct impact on the valuation and marketability of the business during a sale. Businesses facing obsolescence or mired in a shrinking industry will face an uphill battle when it comes time to transitioning or selling the company. Maintaining a diverse offering of products and services that are relevant to the market, not just today, but also with an eye to the future, will enable a business owner to avoid this situation. Not only will this assist in mitigating the impact from declining sales but also demonstrate to a prospective buyer that the business has a clear path to grow in the future.

9. CHOOSING THE WRONG LENDER

From loan application approval to transaction funding is a process in business transactions that can take six weeks or more, that is with an ‘experienced’ business acquisition financier. Many deals have fallen apart during this time frame because the buyer became aligned with the wrong financial institution. There is nothing worse, for all parties involved, to find out four weeks into the process that either the loan terms previously promised were not correct or worse, that the bank underwriter declined the loan.

In the field of business acquisitions, not all banks/lenders are the same. There are conventional loans, SBA backed loans, and there are lenders that provide cash-flow based financing and others that only provide asset based funding. One bank may turn down a borrower for an SBA 7a loan while another institution will readily accept it. Every lender has its own unique and frequently modified lending criteria. Therefore, buyers need to ensure they are working with the right lender from day one, or valuable time is wasted causing the deal to be compromised, or lost to another, better prepared candidate. Buyers should consult with the business intermediary representing the sale to determine which lenders have reviewed and/or pre-approved the transaction for funding. Obviously, buyers who are prequalified from the start and verify that the bank’s lending criteria conforms to the type of businesses they are evaluating, will be the best positioned for a successful acquisition.

10. COMMERCIAL PROPERTY ISSUES

For some businesses the saying “location, location, location” cannot be more important to the value of the company. Typically, this will pertain to retail businesses. If the physical location is of major importance, the business buyer will seek assurances that they can either purchase the real estate or be able to sign a long term lease. On the flip side, the business could be located in a part of town that has fallen on hard times or could be located on the owner’s personal property, both situations necessitating that the business be relocated. Also, some businesses are not easily relocatable without affecting the current customer base. All of these circumstances add another layer of complexity to the transaction.

Additionally, the type and size of facility can also have a material impact on the sale. If the facility is not large enough to provide the enterprise a sustained growth path, a buyer could become disinterested. Another situation could be the value of the property. If the current owner purchased the land/building a decade or two earlier and the financials or recast do not reflect a current FMV rent/lease payment, valuation problems will occur.

Business transactions involving the sale of commercial real estate can be hampered by the Environmental Site Assessments (ESA’s) – Phase 1 and Phase 2. Property that is contaminated can be very costly to clean up and will have an impact on the closing. When this situation arises, it will be important for the buyer and seller to have a clear understanding of the costs to resolve the issue, which party is responsible, and whether a price offset will be warranted.

Other complicating factors involving commercial real estate include zoning changes that require a property to be brought up to new codes, and clear definition of who bears responsibility and the cost of this process. Last but not least, the agreement by the landlord with either a lease assignment or offering a new lease at comparable rates.

SUMMARY

Most small business owners have spent the majority of their life building their business. It is not uncommon for a business seller to become so emotionally attached to the company that they look past some rather glaring problems that a business intermediary, a lender, or prospective buyer will immediately recognize. It is natural for a seller to want to obtain the highest price possible for their business. There is so much bad information on the web related to multiples and business valuations that this should not come as a surprise. M&A Advisors need to be honest and direct in educating a business seller on the challenges faced in a potential sale, the range for a realistic transaction price, as well as creative terms and structuring options that might be utilized. Being a people pleaser and ignoring any potential problems will only provide the seller with unrealistic expectations. In the arena of business negotiations there are few if any “pleasant surprises”. Dealing with issues up front rather than late in the sales cycle process should be the golden rule.

Michael Fekkes is a Senior Broker at ENLIGN Business Bro

Posted in Uncategorized | Comments Off on Why Businesses Do Not Sell

7 Things Successful Small Business Owners Do

If you’re stuck wondering how to be a successful small business owner, know this: running a small business often simply means making good use of successful small business ideas. Successful small business owners face many ups and downs throughout their work. They know that small business ideas cannot turn out successful unless they use the proper approach and strategies.

If you want to be one of the few successful small business owners, remember that having a good strategy is crucial. Without the right strategy and a proper approach, you are not likely to achieve your goal.

Some small business owners manage to overcome their everyday challenges, while others seem to give up after a while. So, let’s find out what successful small business owners do differently from the unsuccessful ones. Let’s turn their experience into your success through your small business ideas.

1. MAKE ANNUAL REVISIONS OF YOUR BUSINESS PLAN AND BUDGET

Every business goes through changes every now and then, including your small business. For this reason, your business plan and budget should be somewhat flexible to bear such changes along with your business goals. Without revising your business plan and budget, you shouldn’t expect your business to flourish and expand.

The flexibility of your business plan will help you avoid and overcome the eventual unpleasant surprises on the market. Also, such flexibility will give you some time to adjust to certain changes you may experience on your way.

Every business experiences both success and failure points each year. In order to detect and estimate these points, you should revise your budget and business plan every year. While revising, you should check if you are still going in the right direction. If not, you may need to make some changes and adjustments to achieve better results in the upcoming period.

Successful small business owners don’t hesitate to reallocate funds, if that is what it takes to achieve success. In order to increase profits, after they conduct a business revision, smart business owners define and implement the necessary changes immediately.

2. UPDATE YOUR OFFER AND ADD VALUE TO IT

People change, as do their needs and habits. As soon as you notice that you aren’t selling as much as you used to sell before, it is time to make changes. If people aren’t purchasing what you currently have to offer, that’s a clear hint that something needs to be done.

A simple price cut may be the first thing that comes to your mind. As much as lower prices may seem more appealing to your customers, they also point to a devaluation of what you offer. Devaluation of your products or services is never a good thing, so try doing just the opposite – add value to your offers.

The best way to update and add value to your products and services is by developing new offers. If possible, try to offer something completely new to your customers. You could offer product bundles, training programs and workshops, and so on.

3. DARE TO BE DIFFERENT

Most successful small business owners believe in daring to be different. They know their target consumers. Trying to target everyone and anyone as a consumer will get you nowhere fast. Instead of trying to make products for the masses, focus on a clearly targeted community and grow with it. Once you target your consumers, it is easy to understand their needs.

Understanding your consumers is the secret to a successful business. When you know their needs, you can modify your products and services in order to satisfy them. Satisfied consumers will not only become your regulars, but they will also spread the word about what you offer. This may become the best marketing strategy for your business.

Spreading the word about your products or services is called a referral marketing strategy. It’s been proven that most of the faster growing small businesses turn to this kind of marketing rather than relying on traditional advertising.

4. KNOW YOUR COMPETITION

Successful small business owners know their competition. They know that keeping an eye on the competitors and understanding their policy and pricing is crucial to the business. It is wise to consider your direct competitors in your area, as well as indirect competitors.

A direct competitor offers the same primary services to the same target group as you, and they are easy to follow on the market. However, an indirect competitor company offers the same or similar products as a segment of a wider product or service offering.

In some cases, the indirect competitor may offer a product that is an applicable substitute for the original product. Successful small business owners know how to position their company against the indirect competitors. They take both types of competing companies seriously and they account for them in their annual business plan.

5. HIRE THE RIGHT PEOPLE

Even though hiring the right people for your business sounds obvious, it can be a really tough job for small business owners. Also, not hiring the right people could be a huge downfall for a small company. People who don’t share the concept of your business approach and goals are not the type of people you want to engage in your business.

Candidates who don’t have the right temperament, skills, or talent for the job position that you offer can be too pricey for your company. Having the right people in the right job positions can make your company outstanding. Exceptional companies recruit exceptional people.

6. ACCEPT TECHNOLOGY CHANGES

Technology changes on a regular basis nowadays. Successful business owners are very well aware of that, so they change accordingly. Doing things the way they were done years ago will not provide the same success nowadays.

Accepting technological improvements can help your company become more effective and efficient. Keep yourself informed about the latest in new technology, and the improved solutions it brings. Choose the most appropriate ones for your business and adopt them. Your customers will be grateful and you’ll experience great benefits.

7. TRUST YOUR INTUITION

If you believe your intuition has been serving you well so far, listen to your inner voice carefully. Your instincts can lead you a long way. If you still feel strongly about something, regardless of the lack of facts or data – act on it. What seems right for other businesses doesn’t necessarily mean that it will work for you as well.

Posted in Uncategorized | Comments Off on 7 Things Successful Small Business Owners Do