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Sell Your Business

September 29th, 2011

Do you own a business and are you looking to pursue new endeavors or thinking about retiring?

The best time to sell your business is when you don’t have to. With the right exit strategy and proper preparation, the more successful the outcome will likely be.

Our chief mission at Bottom Line Management, Inc. is to sell your business while keeping a razor-sharp focus on helping you to achieve your goals and objectives.

As you begin the process of selling your business, your first step should be to select the right broker.

When working with Bottom Line Management, Inc. you can expect:

  • Confidentiality. Unlike a real estate sale, you don’t want to stick a “For Sale” sign in front of your business. We will explore all possible marketing channels and methods, even sound out competitors, while maintaining complete confidentiality.
  • Pricing Expertise. Pricing a business can be tricky. If it’s too high, it won’t sell; if it’s too low, you’re leaving money on the table. We help you establish optimum pricing so your business will sell as quickly as possible while netting you the maximum amount.
  • Protection. “Tire Kickers” can waste your time, and selling to an unqualified buyer can create a nightmare after the sale. We screen every potential buyer to save you time and protect your confidentiality.
  • Focus. In one way, selling a business is like selling a house; you want to show it at its best. When your business is actually on the market, every month should be a banner month. We will let you concentrate on what you do best – running your business.
  • Comprehensive Marketing. We develop a broad marketing strategy, which may include media advertising, multiple listing services, and targeted mailings, as well as our internal database of buyers who have indicated an interest in certain types of businesses. In this process, we will always maintain complete confidentiality.
  • Value. Because BLM’s principals have extensive experience in small business management consulting, we frequently find innovative ways to increase the value of a business prior to the sale.

Contact Bottom Line Management, Inc. today to start a successful selling process and begin your new venture.

 

Using an Intermediary: A Better Way to Buy or Sell a Business

May 25th, 2011

Author: Loren Marc Schmerler, CPC, APC, PresidentBottom Line Management, Inc.
Featured by INC. Magazine

Business Intermediaries Facilitate Business Sales

What Is a Business Broker? What is a business? If you're the owner of a privately held company, it's your livelihood, your brainchild, and your identity. If you're the purchaser, it's buying a job after downsizing, taking a leap of faith that you can be an entrepreneur. For employees, it's a wish for steady income in an uncomplicated market.

When is the best time to sell a business? It's when the business is doing well and you don't have to sell. Unfortunately many owners don't follow that pattern. 

Where does the business broker or intermediary fit into this picture? A business broker is a trained specialist in the field of business transfers, just as an attorney is trained in law and a CPA in accounting and taxes. These are issues that are far more complicated than a real estate transaction.

Owners, who would never think about writing their own contracts or doing their own taxes, often feel that if they have run and grown a successful business, they should be able to handle its sale.

What should buyer and seller expect from an intermediary beyond their introduction? Besides the time consumed in qualifying buyers, there are issues that are obviously emotionally and financially involved.

And an intermediary's experience and knowledge of the whole story of your company – finances, competition, your market – gives him (or her) objectivity to effectively offer your business for sale and know whether a deal will or will not work.

How do you know if your business is fairly priced? The broker may suggest an “Opinion of Value” to determine the fair market value of your business within a specified pricing range. This is the best way to sell the business quickly.

Confidentiality is of course paramount. What about employees? Should they be told? Will key employees stay and if not, how will that affect the sale? Special packages may have to be negotiated for them as part of the offer.

Owner financing always speeds the process. Determine ahead of time reasonable payments the cash flow of the business can support and still leave enough for the buyer to have a return on his investment to live on. You can often get your asking price if the terms are attractive enough.

Give yourself adequate time to plan your sale. Smaller businesses should expect to be on the market a minimum of seven to nine months; middle market ones at least a year or longer. As with most things in life, it's the attention to preparation that leads to the best results. A professional intermediary can help make the difference.

Let us show you what we can do for your bottom line. We are open for business 24/7/365.
Bottom Line Management, Inc.
info@botline.com
(770) 977-7334

YouTube Channel – Help Videos

January 21st, 2011

As leaders in business sales, acquisition, valuation and management services for over 25 years, Bottom Line Management, Inc. has accrued experience in over 200 industries and exceeded the expectations of hundreds of clients.

The Bottom Line Management, Inc. YouTube channel provides tips on buying and selling a business or simply evaluating your options. Check out these latest help videos below or visit Bottom Line Management YouTube Channel.

Key Employees and the Sale of Your Business

Private Equity Groups and Acquisitions

Internet, Online, eCommerce, and Home Based Businesses

Preparing your Business for Sale and Maximizing it’s Value

Thirteen Reasons Why 2011 Is a Great Year to Buy or Sell a Business

January 19th, 2011

2011 is a great time to buy or sell an existing business. Read why 2011 is a good time to become your own boss or sell your business to move onto a new project.

Reasons to Buy a Business

1. Many baby boomers are reaching the retirement age of late fifties or early sixties. From my experience, the most common age when business owners call me is 62. They are tired of working 40+ years since high school, the last 15 to 20 years as owners of their own businesses. The available supply of good and well established businesses has never been greater.

2. When you find a business you want to buy, the owner will be more receptive to both traditional and creative financing. Traditional financing would be where an owner holds a note for part of the purchase price. Interest rates are roughly 6% for owner notes at the current time. Creative financing would be assumption of liabilities or earn outs. Earn outs are based on a percentage of sales above certain thresholds.

3. SBA preferred lenders are more willing to make loans due to relaxed federal guidelines and the elimination of certain costs and fees. While you will not be able to obtain an 80% loan like the good old days, you should be able to easily obtain a 65% loan with you making a 25% down payment and the owner holding a 10% note.

4. Vendors are highly motivated to make sales. Their businesses have suffered financially during the last 2 years. As a result, you should be able to purchase inventory, supplies and other materials at substantial cost savings.

5. Due to the millions of unemployed workers, the labor pool is loaded with qualified and motivated prospective employees. Additionally, existing employees at the company you purchase will be highly motivated to stay with the company, since finding another job will be quite difficult.

6. You are now able to use 401k funds, IRA funds, Sep-Ira funds, etc. to purchase a business. There are many tax advantages to doing so, and you can control how much you may yourself for salary and how much you keep within the C Corporation tax free.

Reasons to Sell a Business

7. With millions of unemployed workers living off of their savings and retirement plans, there is a high demand for good businesses. And due to the unprecedented demand, multiples of Owner’s Discretionary Cash Flow are exceeding 3 where in the past the multiples ranged between 2 and 3. Thus there will never be a better time to put your business up for sale.

8. Since unemployed people have had their 401k plans and savings devastated, and they are tired of only earning .25%, they need an alternative plan. The tax code allows them to purchase a business using retirement funds and creating a C Corporation. Once the Corporation is created, all profits can grow tax free, and the new owners are not obligated to disburse profits, dividends or salaries.

9. If you are in your late 50’s or early 60’s, there is no way to know what the future may hold. Regardless of your current health, it can change unexpectedly. Or you may have issues with aging parents. By selling now, you can remove some of the uncertainty.

10. If you are willing to provide owner financing for some or all of the purchase price, you can earn interest in the range of 6% which is more than 20 times what a bank will pay you.

11. SBA financing is loosening up which will allow more prospective buyers to have an opportunity to buy your business.

12. There comes a time when quality of life becomes more important than money. Only you can decide if obtaining freedom trumps obtaining money and to what extent.

13. There are investment vehicles that will allow you to defer most or all of the seller’s proceeds. Thus there will be little or no tax liability due in the year of sale. You can work with a financial professional to set up a residual income stream that will meet your needs and spread the capital gain over many years.

If you are unsure of what type of business opportunity to purchase or looking to sell your business but are unfamiliar with what steps to take, Bottom Line Management, Inc. provides a FREE Consultation with no obligation.

Bottom Line Management will work with you to determine how your strengths and interests will align successfully with businesses that are available in the marketplace and explain the entire selling process. Call (770) 977-7334 or click here to contact Bottom Line Management, Inc. to schedule a FREE business broker consultation.

Author’s note. After helping sellers and buyers for more than 20 years, I have found that honesty, integrity, full disclosure, patience and a willingness to consider various alternatives makes the probability of success for all parties very high.

Bottom Line Management’s New YouTube Channel

September 28th, 2010

We are excited to announce our new Bottom Line Management, Inc. YouTube Video Channel that offers Free tips and updates about buying, selling, or optimizing your business!

Check out our first video:
“Key employees and the Sale of Your Business” discusses the importance of retaining key employees when selling your business, when to tell your employees you are selling your business and more.

Click here to Subscribe to Bottom Line Management, Inc. YouTube Channel>>

Why Use a Business Broker?

August 29th, 2010

If you are a seller, it’s lonely at the top. Normally, you have your spouse, your partner and possibly your CPA and attorney to assist you in making major decisions. But in reality, it falls upon your shoulders to determine whether you should or should not sell. Many times, a CPA or attorney will encourage you to stay in business because they want to retain you as a client. They do not understand the importance of freedom to an entrepreneur who has invested blood, sweat and tears over many years and now wants to take a break or a breather. Your attorney and CPA are very important in the completion of the sales process after you have made the decision to sell.

A business broker who has been helping sellers and buyers on a daily basis fully understands the trade-off between personal freedom and financial freedom. They are not oriented towards bodily retention. They are oriented towards retention of goodwill. There is tremendous personal satisfaction in having been the causal agent for matching the needs and wants of a seller and buyer who each have differing objectives.

When working with a seller, they have to maintain communication and keep telling the seller to keep their powder dry. When working with a buyer, they have to control excessive enthusiasm. There is a delicate balance that must be maintained in order to have a successful conclusion.

A business broker knows experts in various professions that can be brought to the table when necessary. It might be a CPA, an attorney, a financial planner, an investment advisor, an insurance agent, an EPA expert, a real estate appraiser, or an equipment specialist, etc.

The business broker is the quarterback for the team. They need to know when to pass the ball to another expert and let them run with it. They need to know when a conference call with the seller and buyer is adequate. They need to know when a face-to-face meeting is necessary. And most importantly, they need to know when to let the seller and buyer bond with one another. Excessive interference based on insecurity will kill the deal as quickly as inadequate personal involvement.

The business broker constantly serves as the “reality check” for the seller or the buyer. When the seller says “I want x dollars and it must be all cash” as the asking price, the business broker knows that emotion is driving this statement, and that over time, personal freedom will allow the seller to become more negotiable.

When the buyer says “find me a company for $150,000 where I can earn $100,000″, the business broker will present the buyer with a list of companies where they can earn $100,000. But the buyer will quickly find out that their expectations may differ greatly from what the market has to offer.

The most important reason to use a business broker is to have someone who routinely must “think outside the box.” Someone who has worked in this industry for over 20 years has probably seen almost anything imaginable. They have been called upon to mediate transactions in order to help sellers and buyers put their egos aside for the benefit of the deal. Creativity can save a transaction that has been stopped dead in its tracks. The business broker brings this creativity to the equation to help solve the problem and make everyone a winner.

Author’s note, Loren Marc Schmerler, Bottom Line Management, Inc., President & Founder. After helping sellers and buyers for more than 20 years, I have found that honesty, integrity, full disclosure, patience and a willingness to consider various alternatives makes the probability of success for all parties very high.

Freedom or Money: Which is more important to you?

April 1st, 2010

I had been promising myself that this article needed to be written before another day passed. To put it in perspective, you must understand the simple reality check I routinely perform when I first meet with business partners, husbands and wives, or single owners of a business. It is fun for me to perform a visual analogy where I hold up my two hands parallel to one another and perpendicular to my chest.

I explain that the right hand is the “money” hand and the left hand is the “freedom” hand. The “freedom” hand signifies that the primary reason for selling the business is to obtain freedom so that other priorities can be pursued or handled. I always ask my prospects where they fall on the spectrum between money and freedom.

Examples of preferring freedom to money might be that one of the owners has a health problem, or that there are aging parents to look after. Another common reason for freedom is simple burnout. Whenever a person has worked 15 to 20 years at the same business, they simply get tired and need a change.

You might be surprised to know that 95% of the time my prospects indicate that freedom is more important than money. But what about the other 5%? Why do they say money is of greater importance? Possible reasons include: I owe the bank x dollars; I owe relatives x dollars; I owe myself x dollars; I have put blood, sweat and tears into this business and want to get paid for it; I want to get back every dollar I put into the business, etc.

I explain to my clients that I am willing to list their businesses for whatever price they desire, but there are risks to consider. Everyone understands the expression “I don’t want to leave money on the table” by pricing the business too low, but not everyone understands the danger of overpricing a business and scaring off bonafide prospects who might have bought the business had it been priced correctly.

Given today’s economic environment, I now need an extra hand. Most business owners in their late 50’s and early 60’s thought they would be able to retire and live off of interest, dividends, pensions and social security. But, when their personal fortunes plummeted by 40% to 50%, all bets were off. Now I am hearing people tell me that they prefer freedom to money, but they must sell their business for enough money to be able to live freely.

So the selling strategy must be somewhat altered. A listing price must be adequate to meet the owner’s financial needs so that they can be free to live their lives comfortably. If they cannot sell the business for the correct amount, they will have to accept that they may not be able to retire and may have to continue owning the business and working in it whether they want to or not.

I would like to make another observation about setting an initial asking price too high. Contrary to what you might think, a buyer will not make an offer, even a low-ball offer, if he or she feels the price is unreasonable. They will simply continue looking until they find something they feel is priced more reasonably. Then several months into the listing, the owners will lower the price and tell me that freedom is looking a whole lot more important than it did at first. So they will ask me to contact anyone I spoke with previously when the listing was over-priced. When I do as requested, two equally bad things may take place. Either the potential buyer has found something else and is no longer interested – or worse yet, they now think there is something wrong with the listing since we are now chasing them instead of the other way around.

In conclusion, you need to do a great deal of soul searching before deciding whether now is the right time to sell your business – and if so, at what price. Our firm will be happy to meet with you to discuss your options.

Author’s note. After helping sellers and buyers for more than 20 years, I have found that honesty, integrity, full disclosure, patience and a willingness to consider various alternatives makes the probability of success for all parties very high.

Top 10 Tips: How to Prepare Your Business for Sale

November 19th, 2009

Tip #1: Make sure you really want to sell your business.

First, ask yourself the tough questions: Are you bored, burned out, ill, have a new child, have aging parents that need your assistance? Or, are you simply unhappy with how much money you are making? If you’ve answered yes to any of these questions, you may not need to sell your business. Quite possibly, what you may need is some guidance to get it back on the right track.

An experienced business consultant can help you refocus to see the forest for the trees. You might find out that once you start making enough money, you do not want to sell after all. But, if you conclude that selling is what you want to do regardless of any of the above-mentioned variables, then you should proceed to the next step.

Tip #2: Rate the “curb appeal” of your business.

After you are 100% sure that you want to sell your business, I suggest that you drive up to your business to determine if the following applies to you: Are there any potholes in your parking lot? If so, fix them before a buyer shows up. Is the landscaping out of control or unappealing? If so, replace it with attractive shrubbery that is well-maintained.

Are the windows clean? If not, get them washed. Is the building exterior clean? If not, schedule a professional pressure washing. Does the roof look old or damaged? If yes, then make the necessary repairs. Does the building need to be painted? If so, get it done.

In brief, be objective to ensure the “curb appeal” of your business has no obvious and easily correctible issues. This may seem like overly simplified advice, but remember that a buyer will be paying a considerable sum of money for your business. You don’t want to turn a prospect off with a bad aesthetic first impression.

Tip #3: Look around the inside of your workplace.

Once you have fixed any exterior issues with your business, it is now time to examine the interior from top to bottom. Start with the ceilings. Are there any water stains from roof leaks? If so, fix the leaks and replace the tiles. Are there any light bulbs that need to be replaced? If so, get on a ladder and put in new and shiny bulbs. Does any of the furniture look ratty? If it does, either repair it or replace it.

Are there scrape marks on the walls? If yes, then have them repainted. How about your employees’ desks? Do they look organized or out of control? Insist that your employees maintain neat and orderly working areas. How about the rest rooms? Are they an embarrassment? If so, clean them up and keep them tidy. Are they handicap accessible? If not, make arrangements to bring them up to code.

Most importantly, look at your office with a keen eye. Remember that when a buyer tours your business, you want them to visualize becoming the owner and being proud to do so.

Tip #4: Evaluate your infrastructure.

After you have fixed any interior “physical” issues with your business, it is now time to look at job descriptions, policies and procedures. First and foremost, you need to draft your own job description that covers what you do daily, weekly, monthly, quarterly, semi-annually and annually. It should be very detailed, and make certain you have someone proofread the final product and correct any errors.

After you are satisfied with your job description, ask all of your employees to complete theirs. This process has several benefits: First, your employees will see how much they actually do. Second, it will give you a chance to see if they are doing what you think they are doing. Third, it will tell you whether they are doing what they should be doing. When all the job descriptions are complete, place them in an organized binder labeled “Job Descriptions.” Then, you will move on to policies and procedures.

Tip #5: Assess your policies and procedures.

Now that you know what you do and what all your employees do, it’s time for policies, procedures and controls. With regard to employees, you need to cover hiring, evaluations, probations, vacation, sick days, holidays, etc. If your company has positions where employees must have background checks, drug tests, reference checks, etc., you need to speak with a labor attorney to dot all your i’s and cross all your t’s.

When asking a prospective employee to complete an application, it is best to stay away from questions that deal with pregnancy, military status, race, national origin, etc. If you decide to hire an employee, make sure they complete a W-4 form, an I-9 form and the appropriate state form. Should your labor pool have a large number of Hispanics, you will need to consult with a labor attorney to insure you do not hire illegal immigrants. Severe penalties can result. With regard to vacations and sick pay, it is best to let them accrue a day or less for each month worked. More policies and procedures will be discussed in Tip Number 6.

Tip #6: Stay current with all your employee evaluations.

It is very important to stay current with all employee evaluations. Employee morale can be devastated if reviews are delayed or not given at all. Plus, it is grossly unfair to ask a new owner to review employees with whom he or she has never interacted. A prospective owner will most certainly ask about employee turnover and employee tenure. But one question that is rarely or ever asked is whether you have any “problem” employees.

That brings up the issue of probation. Probation can be a way to successfully rehabilitate a wayward employee, or it can be the final process to document a termination in such a manner that a legal challenge to the termination will not prevail. When an employee is put on probation, the leash should be very short. The employee must know exactly what behavior will be tolerated and what behavior will lead to immediate termination. Interestingly enough, putting a person on probation sometimes leads to an outstanding employee.

Tip #7: Keep your financial statements current.

Nothing frustrates a prospective purchaser more than asking for current financial statements and tax returns and being told that they are not available. Worse yet is being told that a date cannot be given for when they will become available. Talk about red flags. How can you run a business without current and accurate financial statements?

The short answer is that you cannot do so. As a business owner, you must anticipate the purchaser’s questions regarding all financial matters and have current statements to defend your answers.

When I say financial statements, most people think of a profit and loss statement (also called the income statement.) But the balance sheet is equally important. The combination of these statements tells you whether a business is losing money and gives you a picture of the company’s financial health. There are certain subtleties to keep in mind. For instance, a high level of inventory can indicate several different things. Maybe much of it is obsolete or slow moving. It can be a purchasing mistake that will hurt a business or a brilliant purchase at a great cost. Only with thorough investigation will you determine the true answer.

Tip #8: Ensure your tax returns are in tip-top shape.

Have you filed all your tax returns? Specifically, I mean monthly sales tax, monthly state withholding, quarterly payroll taxes, quarterly state unemployment insurance, annual unemployment insurance, annual ad valorem, annual corporate tax, annual state tax and any local, county, city or other special taxes.

It is absolutely critical that you are current with all these returns to instill confidence in your business’ prospective purchaser. But when it comes to sales tax, if you have not filed and paid all returns, there are very negative consequences. The penalties and interest are exorbitant, but in addition, unpaid sales taxes become the responsibility of the new owner. I was once at the closing table waiting for the checks to be written when the Georgia Department of Revenue called and told the closing attorney that the seller had not paid sales tax for the last 3 years. Upon hearing this, the buyer stood up and left the closing. Needless to say, the company was not sold and eventually shut its doors.

While we are on the subject of taxes, you need to have a heart to heart talk with your CPA regarding taxes when you sell your business. Should the sale be an asset sale? Should the sale be a stock sale? There are bona fide reasons for each type sale. An asset sale limits your exposure for past liabilities, errors and omissions. An example would be a product liability claim for a structure or machine that becomes faulty. A stock sale allows for ease of transferring contracts presently in force. A stock sale is also critical in the medical industry when a Medicare number might be involved. But there is another angle. The stock sale allows for the company to be sold for less money while still letting the owner realize the same or greater after tax position.

Tip #9: Understand the meaning of due diligence.

What is due diligence and how do you prepare for it? Due diligence is the process where the buyer tries to validate everything you have represented both verbally and in writing. The buyer will scrutinize your financial records, your legal records, your employment records, etc.

With financial records, the process starts with the tax returns, goes backwards to the financial statements, goes backwards to the general ledger, goes backwards to all source documents that include bank statements, deposit slips, check stubs, cancelled checks, vendor invoices, client/customer statements, etc.

To prepare for the financial side of due diligence you should assemble tax returns, financial statements, general ledgers, bank statements, deposit slips, check stubs, cancelled checks, vendor invoices, client/customer statements, etc. for the last 3 years. Tax returns, financial statements and related items should be in date order from the most current to the oldest. Vendor invoices and client/customer statements should be in alphabetical order first and then in date order for each vendor or client/customer. Employment records should be filed alphabetically, but you better make sure you have a W-4 form, an I-9 form and a state form (G-4 for Georgia) for every employee.

Tip #10: Tie up your legal loose ends.

There is a legal side to the due diligence process as well. Are you a valid legal entity such as a partnership, corporation or LLC? Is your annual filing of officers and registered agent current? Have you maintained your Corporate Minutes and held annual Board of Directors and Shareholders meetings?

Do you have outstanding liens for debts that have been paid off? If so, you need to contact the creditor and ask them to remove them. If this is not done, the closing attorney will have to withhold funds in escrow until the actual status can be determined.

Have you paid all of your payroll taxes? If not, you may have undermined a possible sale. Have you paid all sales tax that is due? If not, I can tell you from personal experience that this can demolish a probable sale. Is there any outstanding litigation that affects you as either a plaintiff or a defendant? Are all your employees legal, and do you have proof? Are there any patents, trademarks or service marks that need to be protected? If real estate is involved, do you have a deed to prove ownership? Do you have a plat that clearly shows boundaries of the property? Do you have any contracts with vendors or clients/customers? Is your company minority owned, and if so, how would a change in ownership affect your business?

Author’s note. After helping sellers and buyers for more than 20 years, I have found that honesty, integrity, full disclosure, patience and a willingness to consider various alternatives makes the probability of success for all parties very high.

Podcast: Self-Destructive Sellers and Buyers

September 3rd, 2009

Listen to the following podcast…

Or read the transcript here:

As Jack Webb used to say, “there are eight million stories in this naked city.” He was of course referring to Los Angeles. But there are thousands of horror stories of business owners all across the country who self-destructed for a variety of reasons. This article will deal with some real life examples.

Sellers and buyers can each undo themselves. Let’s start with the owner of a 15 year old dress shop located in a high demographic suburb of Atlanta. When I took her listing, she gave me her drop dead figure. For those of you who do not know the meaning of this expression, it means the owner would rather drop dead before he or she will accept less than a certain amount for their business.

They also use the expression “before I will let them steal my business for that amount, I will shut it down.” With regard to the case of the dress shop owner, she started with an asking price of $300,000 which was clearly excessive based on her history of declining sales. During the course of the listing, she received offers in the mid to low $100,000 range, but she could not see herself letting someone “steal her 15 year old business for such a meager amount.”

So after months of limited interest at her asking price, she made the executive decision to close her business forever and received nothing for her 15 years of blood, sweat and tears. That was one of my earliest experiences where I learned that selling a business is so personal and so emotional that some business owners would rather close their doors and receive nothing than have to live with accepting an amount that bruises their ego.

Another example of an owner who was not on the planet Earth with regard to his expectations of what his business was worth was the owner of a family owned fence company. When he and I first sat down for lunch, and I asked him what he wanted for his business, he said without hesitation that he wanted $1.2 million. As I continued to prod him for more information, it became obvious that his expectations were totally without merit. But I took the listing at his required price and started marketing the business.

In short order, it became obvious that all buyers felt the business was so over-priced that they refused to even agree to have face-to-face appointments. Then out of the blue, after working the listing for months, the business owner presented me with two previously unknown facts. First, there were significant amounts of unpaid payroll taxes that needed to be settled. And second, the owner wanted to require that any buyer agree to keep a family member on the payroll who had been receiving an above market salary and was doing little to nothing to earn it.

Long story short, I was fortunate to find a group of buyers who wanted to diversify out of the telephone industry. When they looked at the books and tax returns, they concluded that the business was worth no more than $100,000. That’s right. I said $100,000 which was 1/12 of what the owner expected and was $1.1 million less than the listing price. The owner was happy to accept this amount and was able to settle his tax liability. By the way, the family member was immediately terminated on the day of closing.

Now let’s look at a buyer who self-destructed. For purposes of confidentiality, I cannot identify the industry. But I can tell you that it was a service company with great employees and great clients. After closing, the sellers started teaching the buyer the methods that had made them extremely successful. But the buyer resisted listening and learning and started to tamper with things he should never have touched.

When they attempted to introduce him to the important clients, he resisted the introductions and behaved in an introverted manner. When they tried to explain the importance of all the employees and independent contractors, he felt the company was over-staffed.

Because the buyer had obtained a very sizable SBA loan to acquire the business, he started feeling the pressure of debt service. This pressure got worse because clients were typically billed, and he had to wait for the accounts receivables to be collected. He was undercapitalized as many businesses find themselves to be.

So he started to terminate employees or reduce their hours. He put the terminated employee’s workloads on those that remained. The happy and harmonious environment that had existed under the former owners turned sour and oppressive. Employees started looking for new employment. When they left, the owner did not replace them. The nightmare finally ended when the buyer defaulted on the SBA loan and filed personal bankruptcy. The moral of this story is “don’t try to fix what’s not broken” or “leave well enough alone” or “a fool and his money are soon parted.”

Author’s note. After helping sellers and buyers for more than 20 years, I have found that honesty, integrity, full disclosure, patience and a willingness to consider various alternatives makes the probability of success for all parties very high.

Podcast: Top Ten Must-dos When Selling a Business

June 12th, 2009

Today’s question was submitted by Alice in Marietta. Alice wants to know what she should do when trying to sell her business.

Listen to the following podcast for the answer…

Or, read the answer here:

  1. Know why you want to sell your business. Make sure it’s a good reason and not just to dump your problems into someone else’s lap.
  2. Give some thought as to what you will do with your time after your business sells. Finding yourself with nothing to do can be very demoralizing.
  3. Make certain that your taxes are current. This includes sales taxes, unemployment taxes, payroll taxes, state income taxes and federal income taxes.
  4. Document all your policies, procedures and controls. Not only will this help during the transition period when you train the buyer, but this will make your business more appealing to the corporate buyer who is accustomed to formal documentation.
  5. If possible, develop and train a strong “second in command” who can fill in for you when necessary. The buyer might be hands-on or hands-off, and having a strong assistant provides flexibility. Many business sales are lost when there is no depth of management.
  6. Review each employee’s strengths and weaknesses and show when they were last reviewed and when they next need to be reviewed by the new owner. Not reviewing an employee on time can cause anxiety and diminish loyalty.
  7. Make sure your financial statements and tax returns are “bullet proof.” You do not want the transaction to fall apart when the buyer or buyer’s CPA finds discrepancies.
  8. Prepare a business and marketing plan that will help a new owner understand where the opportunities for growth exist. This plan should include an Executive Summary that explains why the business was started, how it progressed to its current status and what a new owner should do to take it to the next level.
  9. Select an asking price that is based on reality – not fantasy. Be able to justify it based on a multiple of Owner’s Discretionary Cash Flow. Bad reasons include “it’s what I want”, “this is what I have in it”, “this is what I owe the banks” “I have put blood, sweat and tears over x years into the business.”
  10. Be willing to be flexible on price, terms or both. Deal structure can make or break a transaction. When each party to the transaction is willing to bend, there is a higher probability of success.

Author’s note. After helping sellers and buyers for more than 20 years, I have found that honesty, integrity, full disclosure, patience and a willingness to consider various alternatives makes the probability of success for all parties very high.