Exit Planning

Business Exit Stories Podcast Interview

Recently I was introduced to Marvin L Storm. Marvin has a podcast titled Business Exit Stories, and he wanted me to share some of the experiences from our office on the subject matter from a business brokers perspective.

Some of the transactions we discussed include:

• A business owner’s reluctance to sign a long-term lease nearly led to a deal falling apart.
• The owner of a construction company designated a second employee to obtain the required licensing, which helped the owner sell his business.
• A business owner lost hundreds of thousands of dollars by continuing to work with a potential buyer who refused to deposit earnest money in escrow.
• A business owner’s meticulous bookkeeping helped them sell a business with a large contingent liability exposure (hundreds of thousands of dollars of gift cards).

If you’re the owner business, proper planning is key to a successful exit strategy. Listen below to learn more!

Don’t Sweat the Small Stuff.

Here at VR Business Sales, we manage the details of the transaction, freeing you to do what you do best, operate your business without distraction. When you work with our office, you can rest assured that your business transfer is being handled professionally and competently.  If you would like more information on our services please call 813-260-3127.

Advice To Help Get Your Business Ready To Sell

You have finally decided that the time is right to sell your business.  The market is still strong, banks are lending, and you have a compelling reason to sell.  Now what?  You need to get your business in shape prior to listing it for sale.  Here are some pointers that can help get you ready.

1. Start putting your team together. Selling a business is complex even in the best of times, and even more when you are doing so confidentially, as you don’t want your employees, customers, etc. knowing for a number of reasons.  It is also time consuming – it could take a year or more to get to the closing table.  For these and a number of other reasons, it is important that you seek the services of the professionals that will compose your deal team.  At a minimum you will need a business broker, an accountant, and an attorney.  These team members will help you with a number of things, such as, determining a realistic sales price and the net proceeds of the sale, managing prospective buyers and the overall process, putting a deal together, and taking the lead on negotiating on your behalf.
2. Be prepared to discuss your reason for selling. Somewhere early in the process you need to be prepared for the prospective buyer to ask you why you are selling your business.  Buyers will want to know what your motivations are for selling, what you plan on doing after you sell, and most importantly to determine if they are getting into a potential problem if they were to buy your business.  Consider putting together a list of attributes that will make the business attractive to buyers.  You need to be honest, but you also need to key in on the positives.
3. Get your financials in order. Prospective buyers will want to see financial statements, tax returns, budgets, accounts receivable aging reports, a copy of your lease, etc.  These are just a snap shot of what you will be asked to provide during the due diligence process.  You also need to put together a list of the tangible and intangible assets that will transfer as part of the sale.  If you don’t have accurate financial records, you need to get this taken care of with your accountant prior to listing your business for sale.
4. Don’t ignore the appearance of your business. Make sure that the fixed assets and the facility interior and exterior are in good shape prior to listing your business for sale.
   1. Fix, replace, or get rid of broken equipment
   2. If you haven’t taken a physical inventory, you need to do so prior to listing. Get rid of excess and/or dead inventory.
   3. If the facility is looking dated and worn, consider painting, replacing floors, refreshing the outdoor appearance, etc.
5. Start gathering and putting together information. Your team will need a great deal of information in order to package your business in preparation for presenting it to prospective buyers.  In addition to the financials and the lease, they are going to need a great deal of information from all facets of your business.  Although this may be painful, it will be well worth the effort in that it will help your team put together a detailed presentation.  More importantly, much of this information will also be what a prospective buyer will be asking for during their due diligence.

Getting your business ready to sell takes a great deal of time, especially if you don’t have your books and records in order.  It isn’t unusual for sellers to take several months or more to fully prepare their business for sale.  If you aren’t as ready as you would like to be, don’t let this get you down and keep you from getting started.  This way of thinking is very neatly personified in a circa 1562 adage of John Trusler, a compiler of proverbs, who is noted to have stated “no time like the present, a thousand unforeseen circumstances may interrupt you at a future time”.

About Us:  VR Business Brokers is one of the world’s largest and most experienced brokerage firms specializing in helping people with the sale and purchase of businesses.  We go the extra mile every day to assist all parties during the complex business sales process. We know that each and every business is unique, and that’s why we go through a meticulous process to find and unlock the true value of each business.  More information is available at www.BusinessBrokersofTampaBay.com.

Determining the Value of a Business – Get it Right from the Beginning

If you have ever watched the popular MSNBC show The Shark Tank, you have witnessed the Sharks grilling the participants on the valuations that they have placed on their businesses.  In the real world of business transfers/sales, business owners can expect the same type of scrutiny.  In a previous post we wrote about four questions that all Sellers must be prepared to answer, with one of them being where in the heck did you come up with that price?

Much to the chagrin of many business owners, businesses are valued on how much revenue they generate and not on the business’ potential, longevity, intangible assets, etc.  The type of revenue used in the business valuation calculation can vary from annual sales, gross profit, net income, and others.  We believe that for main street businesses (those with a value of $2M or less), the most reliable revenue figure to use is Discretionary Earnings (DE)[1].  Once this figure is calculated, we determine the value by identifying multiples of the selected revenue figures by accessing various sold comparison data bases and applying the multiple to the revenue figure.

This multiple is a function of a number of factors, which include the industry, the size of the business (top line sales, DE, etc.), risk, owner reliance, customer/supplier concentration issues, etc.  Another thing to keep in mind is that the Buyer is also going to gauge their decision making on whether or not the DE will pay them a reasonable salary to support them and their family, pay principle and interest on debt service, and provide a reasonable return on their down payment.  All of these, and other items, will contribute to the pricing.  Even after all of this work and effort, a company is only worth what someone is willing to pay for it.

In most cases, when businesses are not priced within this framework, buyers will seldom give the business a second look and the business will not sell.  This is supported by a recent International Business Brokers Association survey where brokers stated that one of the top reason’s businesses did not sell was due to unrealistic price expectations of sellers.

Since your business is likely the most valuable asset in your portfolio, and the sale of this asset will determine your future financial independence, don’t take the chance of going to market without knowing what your business is REALLY worth.  Your future financial well-being will depend on it.

[1]  https://www.ibba.org/resource-center/glossary/ The earnings of a business enterprise prior to the following items: income taxes, non-operating income and expenses, nonrecurring income and expenses, depreciation and amortization, interest expense or income, one owner’s entire compensation, including benefits and any non-business or personal expenses paid by the business. Seller’s Discretionary Earnings (SDE)and Seller’s Discretionary Cash Flow (SDCF) and Adjusted Net are other terms used.

One of the Most Active Business Brokerage Firms in Florida VR Business Sales has been the leader in the business brokerage industry for over forty years and consists of approximately 50 independently owned and operated offices worldwide. VR Business Sales located in Tampa/Apollo Beach was founded in 2012 and offers VR’s exceptional brokerage services to the Central Florida market. We represent a wide variety of business owners operating within a wide range of industry segments. Our office and intermediaries consistently rank within the Top 10 in the VR network.  Call us at 813-260-3127 to arrange a no cost and no obligation meeting.

Questions Every Business Owner Must Be Able To Answer When Selling Their Business

While attending one of my first International Business Brokers Association (IBBA) conferences, I had the good fortune of taking a class that was being presented by a business brokerage legend, Mr. Len Krick.  I can’t remember the exact course, but I do remember a bit of wisdom that Len passed on to the members of the class, and that was we needed to prepare our Sellers to answer a number of basic questions that all Buyers will ask in one way or another.  Here are some of those questions.

• Why are you selling your business?
  • You need to be able to provide an honest reason for why you are selling.
  • You also need to plan for what you will do once the business has sold and you have fulfilled all of your post sale commitments.
• How much money does it make?
  • The top line, annual sales figure is important, but an even more important figure is the Seller’s Discretionary Earnings (SDE).
  • Another way to think of this is that a buyer is paying for the past financial performance of the business, but buys for the future performance.
  • The Buyer must be able to support their family, retire principle and interest on debt, and get a decent return on their down payment from the SDE generated by the business.
• What is the upside potential for a new owner? Is there potential to scale/grow the business?
  • Tell the Buyer of the things you would have done differently if you would have had the time, money, energy, etc.
• Where in the heck did you get that price?
  • You need to be able to defend the price of your business, as Buyers have a lot of information at their disposal and can quickly weed through overpriced listings.
  • Keep in mind that the SDE must support a Buyer’s family, retire principle and interest on debt, and provide a return on their down payment. If the business is overpriced, it will not do these three things and most prospective Buyers will avoid your opportunity.
• Would you consider serving as the bank and holding a Seller’s Note?
  • If a buyer cannot find a bank to provide financing, the chances of selling will be much greater if you will hold a seller’s note.
  • Sellers will generally receive 10% or more for their business after you have accounted for the interest.
  • By taking a portion of the sales price via installment payments, the Seller may enjoy a tax advantage versus receiving all of the proceeds in one lump sum.
  • Seller financing shows the Buyer that the Seller has confidence in the business and believes that the business can make the payments.
• Do the assets go home with the Seller every night? Is the Seller the Business?
  • The better a company can function day-to-day without the owner, the more sellable it will be.
  • Take the time to establish and document procedures, job descriptions, create an employee handbook, etc.
• Are there trained employees who may stay with the business?
  • We never guarantee that employees will stay with a business, but if you can show a buyer that you have a core of key employees who have longevity with the company, this will go a long way in making them feel more comfortable with their decision to buy your business.
  • Do what you can to make it difficult for your employees to leave your business.
• What is the condition of the lease?
  • Contrary to what many business owners believe, having a lease with less than three years remaining will make your business harder to sell.
  • Landlords/leases are one of the top reasons that deals fall apart.
• Does the business have any vendor/supplier or customer concentration issues?
  • If any one vendor/supplier and/or customer accounts for more than 10% of the business’ volume, you can expect a prospective Buyer to identify this as a “big deal”.
  • At the end of the day, it all comes down to risk, and you need to do everything in your power to avoid such concentrations, as the loss of one of these vendors or customers could severely impact the business.

The better prepared you are to answer these, and other similar questions that Buyers may ask, the more likely it is that you will be able to sell your business.  If you would be interested in speaking with one of our intermediaries regarding the sale of your business, please give us a call at 813-260-3127.

About Us:  VR Business Brokers is the world’s largest and most experienced brokerage firm specializing in the sale of purchase of businesses.  We go the extra mile every day to ensure that all parties are satisfied during the complex business sales process. We know that each and every business is unique, and that’s why we go through a meticulous process to find and unlock the true value of each business.  More information is available at www.VRSouthShore.com.