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Why Businesses Do Not Sell

Loren Marc Schmerler, CPC, APC and President and Founder of Bottom Line Management,Inc. and a 30 year expert Business Broker/Business Intermediary says,
“Recently, I came across the article “Why Businesses Do Not Sell” by Michael Fekkes, M&AMI, CBI, CEPA and from my 30 year experience in the Business Broker Industry feel that Michael makes many valid points and wanted to share this thoughtful article. Michael’s insights are valuable in every respect.”


Why Businesses Do Not Sell
By: Michael Fekkes, M&AMI, CBI, CEPA

It 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, 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 Brokers in Nashville, TN. Michael is a Mergers & Acquisitions Master Intermediary, Certified Business Intermediary [CBI], Certified Exit Planning Advisor [CEPA], Chairman of the International Business Brokers Association [IBBA] – Marketing Committee, as well as a former business owner.


Contact Bottom Line Management, Inc. for more helpful buying or selling tips.

phone: (770) 977-7334 or
email: info@botline.com
Or simply complete the online form below and we will contact you shortly:

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Nationally Recognized STEM Education Business K-12 Available

Be Part of a $1 Trillion Industry!

Do you have an extra 1.50 million lying around gathering dust at a measly 1.0% interest. Well, your $1.50 million will buy you exclusivity within the United States and the world!

The education industry is one of the biggest industries in the world, on its way to becoming a $1 trillion industry, with no signs of slowing down. Now is the prime time to get into education because a lot of change is happening and it’s all pointing towards technology.

The Owners of this Business have already proved that their business model works in multiple states and have served thousands of children in high-demand STEM education in just 4 years. Schools are not meeting the needs of computer science education and parents are seeking enrichment opportunities for their child’s future across the globe.

The Business is ready to expand into all 50 states. And they want to pass the baton to an individual or Company that will either do a National or World-Wide Roll-out through scaling or selling Licenses or Franchises.

They will consider offers to stay involved as Consultants, or assist to sell Licenses or Franchises at trade shows if you decide to become a Licensor/Franchisor.

If you buy the Business by March 31, 2018, you will “net” almost $400,000 by August 31, 2018 in 3 major city markets and this is just the beginning of growth.

STEM education is where it’s at now and in the future.

Children worldwide thirst for this type of knowledge because it’s fun & interactive. Parents seek out STEM education to enhance their children’s future job prospects. Employers will be rewarded by the efforts of a STEM-ready workforce.

The Owners of this Business have “Exclusive United States Trademarks” that have already been upheld both domestically and abroad.

Your success will be assured because they want their successor to succeed and carry on their legacy.

Assets include (but not limited to):
• Two Federal Trademarks (Word Mark & Logo)
• Curricula K-12
• Company Website
• 40+ Laptops
• Promethean Smart Board
• 4 ceiling projectors (can be portable)
• Computer Classroom Desks (36 count)
• 36 Cushioned Student Seats
• 2 Desktop Computers
• Headsets
• Robotics Equipment (multiple brands)
• Employee Manual
• Detailed Operations Manual
• Over 7,000 customer/email contacts
• Software Licenses
• Large Portable Trade-Show/Event Screen
• and much more…

SPECIAL NOTE The revenue and cash flow are based on “very realistic” and conservative estimates. NET PROFIT IS 56%.

Detailed Information

  • Real Estate: Leased
  • Building SF: N/A
  • Lease Expiration: 3/31/2019
  • Facilities:Assets include (but not limited to)
    • Two Federal Trademarks (Word Mark & Logo)
    • Curricula K-12
    • Company Website
    • 40+ Laptops
    • Promethean Smart Board
    • 4 ceiling projectors (can be portable)
    • Computer Classroom Desks (36 count)
    • 36 Cushioned Student Seats
    • 2 Desktop Computers
    • Headsets
    • Robotics Equipment (multiple brands)
    • Employee Manual
    • Detailed Operations Manual
    • Over 7,000 customer/email contacts
    • Software Licenses
    • Large Portable Trade-Show/Event Screen
    • and much more…
  • Competition: While there are several competitors, this Nationally Recognized Company is the cream of the crop. It attracts the best students and the best teachers. Their price point is the most affordable giving the parents/students more bang for their buck which in turn opens the door to more sold out classes/camps.Growth &
  • Expansion: In the Purchase Price, you will receive all their leads from around the world. If you spend 1.50 million you can develop all cities in the United States and the entire world.
  • Financing: N/A
  • Support & Training: The Owners are very flexible. They want you to succeed. You can hire them as Consultants beyond the 30-day training period.

Financial Details

  • Asking Price: $1,500,000
  • Cash Flow: $361,689
  • Gross Revenue: $650,144
  • Lease Rate: $792 /Month
  • Established: 2012

Contact Bottom Line Management, Inc. today for more details on buying this Nationally Recognized STEM Education Business.

phone: (770) 977-7334 or
email: info@botline.com
Or simply complete the online form below and we will contact you shortly:

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Bottom Line Management, Inc. Celebrates 30th Anniversary

To celebrate its 30th anniversary Bottom Line Management, Inc. launches a contest offering one hour of complimentary consulting, valuation or brokerage advice to 30 lucky winners.

Since 1987 Bottom Line Management, Inc. (BLM), founded by Certified and Accredited Professional Consultant Loren Marc Schmerler, has helped business owners successfully buy, sell, or valuate their businesses. To celebrate its 30th anniversary, BLM is excited to launch its #30FOR30 campaign, offering 1 hour of complimentary consulting to the first 30 new or existing clients who respond.

Of the 30th anniversary, BLM founder Loren Marc Schmerler says, “For three decades, my philosophy has been: strive to educate my clients, be honest, never insult a person’s intelligence, always be ethical and honorable, and think outside the box to overcome impasses. I am grateful to my past and current clients for the privilege of providing consulting services, and I’m excited to offer complimentary consulting services to 30 new clients in celebration of this milestone anniversary.”

Sign up for the 1 hour complimentary consulting

About Bottom Line Management, Inc.
Bottom Line Management, Inc. (BLM), founded by Certified and Accredited Professional Consultant Loren Marc Schmerler, delivers ethical, professional and personalized business brokerage and consulting services based on in-depth knowledge of current market and industry conditions. With 30 years’ experience assisting clients with selling, buying and valuating businesses in more than 200 industries, BLM has proven its commitment to honesty, fairness, and integrity.

BLM founder Loren Mark Schmerler has served as Sam’s Club quarterly business consultant writer for the past 3 years, is a sought-after public speaker, has presented at conferences for INC. and Entrepreneur Magazines, and regularly teaches continuing education classes at dozens of colleges and universities. Bottom Line Management’s esteemed CEO Emeritus is Catherine Rogers.

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Top Ten Must-dos When Selling a Business

Are you ready to sell your business? Thinking about starting new adventures? Certain changes you may make now can help you increase your business value. Below are top 10 tips on how to prepare your business for sale from expert, Bottom Line Management, Inc. founder, Loren Marc Schmerler, a Certified Professional Consultant and Accredited Professional Consultant.

Top Ten Must-dos When Selling a Business

  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 30 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.
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Take a Small Business Workshop

Can you answer YES to any of the questions below:

  1. Are you tired of working for someone else and want to start your own business?
  2. Are you already in business, but you want to take it to the next level?
  3. Do you want to grow your business to the point where you can sell it for top dollar?
  4. Do you want to know how to create “customer loyalty programs” where referral and repeat business lets your business thrive?
  5. Do you want to know everything you must do to get your business ready for sale?

If so, THEN join us for LIVE, small business workshop, “Maximizing your Bottom Line and Building Sweat Equity” led by Bottom Line Management, Inc. founder, Loren Marc Schmerler and hosted by SCORE North Metro Atlanta, a recognized leader dedicated to helping small businesses.

Learn about the latest business strategies, and get answers to your questions from industry expert, Loren Marc Schmerler, CPC, APC.

 

Register today.

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Get consumers to buy through understanding their reasons for buying

Bryce Sanders
Contributing Writer
Jan 30, 2017
BizBuySell
The consumer drives the economy. Consumer spending is estimated at 70 percent of GDP.

For the health of the economy, the consumer needs to stay in a buying mood. It’s often said the definition of a bargain is when both parties feel they are getting a good deal. So how do you get them buying in your store on your website? How do people decide where to buy goods and services?

Advertised discounts — This is the traditional American model. You go to the mall. Jeans are on sale. The price is great! You buy a pair. It doesn’t matter if you have a dozen pair already at home. It was a deal. A memorable line from the CBS TV series The Nanny was: “It ain’t half off, it ain’t on sale.”

  • Comparison shopping — Finding the best price on the internet has been around for years. People perceive they can get a better deal online because of lower overhead. They will often walk into a retailer and ask them to match the price.
  • Negotiated pricing — This is the Asian model. Bargaining is expected. This process takes time. It’s a form of social interchange. Posted prices weren’t always the standard in the United States. John Wanamaker invented introduced the price tag in 1861.
  • Promotional offers — These are additional discounts not available to everyone. Car dealers might offer an additional discount for past and current members of the armed forces. Previous owners of the same brand may be offered a discount.
  • Private sales — Exclusivity sells. You are given access to merchandise or favorable pricing before the general public. When selection and sizing are a concern, this gets people motivated.
  • Free stuff — The most obvious is free shipping. You’ve heard the Wayfair ads (furniture) with the jingle “And it ships free.” Buy a camera and you get the case thrown in. Thank-you gifts fit into this category. Your public television station might offer promotional incentives based on the tier of membership you choose.
  • Convenience — Gasoline prices vary across the country and on the same highway. Many people will pay a few cents more for the convenience of pulling in immediately vs. crossing the road at the next traffic light and doubling back.
  • Family and relatives — Its assumed friends and family get a better deal. Cellphone companies use this strategy. Years ago, the Lebenthal Municipal Bond firm advertised, “At Lebenthal, we treat you like family.”
  • Scarcity — Each Christmas comes with its “Must have” toys. Hatchimals were big in 2016. The deadline is Christmas Day. If a store has it, you will drive a distance or stand in line for hours. Price is secondary.
  • Prestige — Why do people pay thousands for handbags? It’s been said 85 percent of Japanese women own a Louis Vuitton item. These items never go on sale. Distribution is tightly controlled. Prices are high. If you own one, everyone has a good idea exactly how much you paid.
  • Auctions — Items in short supply turn up on the secondary market. Whether it’s a global firm like Sotheby’s, a rising regional firm like Rago Auctions or eBay, that Hermes handbag will likely be available. The market price is driven by demand at that moment.
  • Desperation — When it’s 11 p.m. on a Saturday night and you need a quart of milk, you really don’t care what the all-night convenience store intends to charge.
  • Countdowns — These are often associated with “Going out of business” sales, but outlet stores sometimes use the same logic. Prices are 10 percent off this week, but 20 percent off next week. You would like the better pricing, but are taking a risk the same piece of furniture will still be on the floor when the price drops.
  • Loyalty — Many people want to recycle money in their own community. They will make a conscious decision to patronize their local hardware store instead of a big-box retailer. Sometimes they might pay slightly more, but a relationship comes with the purchase.
  • Donations to charity — Some businesses promote their charitable giving. Others pledge a certain amount of profits to a charity. They might just mention for every purchase made, they will make a gift to XYZ charity. People buy to indirectly support the cause.

People make buying decisions for many reasons. Which can be adopted by your business?

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Questions Business Owners Ask Me and the Answers I Give Them

bbpLoren Marc Schmerler, President and Founder of Bottom Line Management, Inc. contributed “Questions Business Owners Ask Me and the Answers I Give Them” article for Business Broker Press, an organization dedicated to support the business brokerage industry.

 

  1. How much is my business worth?
    The correct answer is the price a Buyer offers you that you are willing to accept. It makes no difference whether you are making money or losing money. It makes no difference whether sales are increasing, declining or flat. It makes no difference how much blood, sweat and tears you have put into your business. It makes no difference how much money you have invested in the business. It makes no difference how much money you owe to the bank or to yourself. It makes no difference what a business valuation or appraisal says. It makes no difference what your hard assets are. It makes no difference what your customer list or client list contains. It makes no difference what your patents or service marks cost you. It makes no difference whether you are a Franchiser, Franchisee, Licensor, Licensee, Distributor or Independent Contractor. The bottom line is that what you finally accept is what your business is worth.
  2. How long will it take to sell my business?
    The correct answer is no one knows for sure. But I tell my clients that the average time is seven months from listing to closing. For companies that sell for $1 million or more, the average is nine to twelve months. But I also explain that the quickest I ever sold a business was one week, and the longest it ever took me to sell a business was six years. Additionally, I explain that price and terms sell a business. The lower the price the more affordable the business will be. The lower the down payment, the more people will be able to consider it. The greater the amount of owner financing, the easier the business will be to sell.
  3. Is there anything I can do to make my business more desirable?
    The answer is yes. The most important thing you can do is to put your ego aside and not make the business dependent upon you. Ideally, the goodwill of the business should be at the lowest level that interfaces with customers or clients. This means that you want to hire and keep employees that make your customers happy with high quality work and excellent customer service.
  4. Is there anything I should not due during the listing period?
    The answer is that you should not slack off in any way. You need to stay focused and operate your business as if it will never sell. You need to work as hard or harder no matter how burned out you feel. Do not make any major changes during the listing period. Try to retain all good and excellent employees and remove those that are not contributing as they should. Try to keep your inventory fresh and eliminate any obsolete items. Keep your equipment and machinery well maintained and properly functioning.
  5. What is due diligence?
    It is the process where the Buyer examines all your books and records , gets approved by the Landlord, gets approved (if applicable) by the Franchiser, Licenser, Distributor, bank, etc. Your books and records need to be current and “bullet proof.” Your tax returns for payroll taxes, sales tax, state income tax, federal income tax, county income tax, city income tax and any other municipality taxes are 100% current. Your various licenses need to be current whether or not the buyer will have to apply for their own. You want to fully disclose everything and not leave any skeletons in the closet.
  6. What else do you suggest I do to impress a Buyer?
    Have a job description for each employee. Put together a Policies and Procedures Manual. This will make the corporate buyer feel more comfortable about taking over the reins. Make sure all your employee reviews are current. The last thing a new owner wants to do is to sit down in a vacuum with an employee who is expecting a raise. Make sure you clean everything that is dirty. Make sure you fix anything that is broken. You do not want the Buyer to wonder what else might be a potential problem. Prepare a business plan and/or marketing plan to show the Buyer how he or she can grow the business. Put together a transition plan that shows the Buyer how you will assist them daily for a period of 28 days. The Buyer may not want you for the full transition period, but at least you are showing that you have thought it through and are willing to make yourself available.
  7. What happens if I agree to do some owner financing and the Buyer misses a payment?
    The way the closing attorney prepares the paperwork, if a Buyer misses a rent payment or a note payment, it is considered an event of default under the note. This will allow you to take back the business in a worst-case scenario or enter into serious discussions to protect your financial interests. While the best outcome is a Seller getting paid all their money and a Buyer being successful, you must plan for the worst and hope for the best. But I also tell my clients that they should never sell their business to a person they feel will not treat their employees, customers, clients or vendors properly. If you ever get a knot in your stomach during the negotiation that is the time to throw in the towel and let me gently explain to the Buyer that you do not feel it is a good fit.

I hope this list of questions and answers has been helpful. I offer a free no obligation consultation 7 days/7 nights should you wish to discuss the sale of your business or the purchase of another business. Loren Marc Schmerler, CPC, APC, President, Bottom Line Management, Inc., 404-550-1417 www.BOTLINE.com.

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How to Get Emotionally, Psychologically and Financially Prepared for the Sale of Your Business

bbpLoren Marc Schmerler, President and Founder of Bottom Line Management, Inc. contributed “How to Get Emotionally, Psychologically and Financially Prepared for the Sale of Your Business” article for Business Broker Press, an organization dedicated to support the business brokerage industry.

Selling a business is a very daunting task. It is hard to be objective when you have devoted five, ten, twenty or more years towards creating and growing a business that has enabled you and your family to live comfortably. But during this time period, you have built up unrealized wealth that is tied up in the equity of your business. Only by selling your business can you adequately extract that equity and convert it to liquid assets. The process is very time consuming and very emotional. There are many issues you need to consider such as:

  1. What will you do with yourself after your business is sold? Will you travel, visit grandchildren, start a new venture, care for aging parents, etc.?
  2. Will you realize adequate funds from the sale of your business to have a comfortable lifestyle?
  3. How will you handle your medical insurance needs? If you had a company plan during the time you owned your business, you may not be able to obtain another similar plan. If you are 65, you can resort to Medicare and a Supplemental Medical and Drug Policy.
  4. Will you provide some amount of owner financing to help the buyer make the purchase? If you do, you can realize rates of return of 6% or more which is superior to what banks and money markets pay.
  5. Are you concerned about what your adult children will do when their jobs have been eliminated? They will need to seek out other employment which may take some time. But if they do not have the net worth and liquid assets to buy your business, you must put yourself first. You can always provide minor financial assistance while they are getting back on their feet.
  6. Will you invest part of your sales proceeds to generate additional investment income? You will want to seek the counsel of a Certified Financial Planner.
  7. What type financial intermediary will you use to help you sell your business? You will want someone with a proven track record and many testimonials. At a minimum, the person should have 15 to 20 years of experience putting buyers and sellers together. He or she must be an expert at “thinking outside the box” since they will need to help break deadlocks when necessary.
  8. Make sure you meet with your CPA to understand the tax implications of selling your business. Should it be an asset sale or a stock sale? Should it be an installment sale? Should you only sell part of your business by taking on a partner?
  9. The intermediary professionals working at Bottom Line Management, Inc. can either answer your questions or steer you towards other professionals who can become part of the team.

Loren Marc Schmerler, CPC, APC
President and Founder
Bottom Line Management, Inc.
www.BOTLINE.com

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Internationally Recognized and Award Winning Exhibit House

Featured Business
Great buying opportunity available.

This company is a full-service exhibit house specializing in custom designed and fabricated trade show exhibits. The Company designs, fabricates, provides graphics, manages, ships, installs and dismantles displays and exhibits at trade shows, consumer events, and in-store displays. The Company creates high touch-point experiences highlighting brand, theme, and communication for greater results.

Detailed Information

  • Inventory:Included in asking price
  • Facilities: 16,338 square foot office/warehouse. Lease expires 12/31/15.
  • Competition: Very few companies can match what this company has to offer.
  • Growth & Expansion: Hiring additional salespersons is the way to go.
  • Financing: negotiable
  • Support & Training: Owners will stay on for up to one year with suitable compensation.
  • Reason for Selling: Other business interests.

Financial Details

  • Asking Price: $1,800,000
  • Gross Income: $1,900,000
  • Cash Flow: N/A
  • EBITDA: $254,000
  • FF&E: N/A
  • Inventory: N/A
  • Real Estate: N/A
  • Established: 2003
  • Employees: 9 + owners

Contact Us

Contact Bottom Line Management, Inc. today for buying details via: phone: (770) 977-7334 or email: info@botline.com

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Nine Steps to Better Due Diligence, Closing Deals

Loren Marc Schmerler, President and Founder of Bottom Line Management, Inc.

Loren Marc Schmerler, President and Founder of Bottom Line Management, Inc.

Third in a series on Business Brokering
Buyer and seller strike a deal, but a thorough due diligence can either seal or sink that deal.

Georgia Association of Business Brokers Vice President Mike Ramatowski moderated a panel discussion at the July meeting on getting buyers and sellers through due diligence and to the closing table. Panelists were GABB Board Member Loren Marc Schmerler, CPC, APC, President and Founder of Bottom Line Management, Inc.; Kim Romaner, President of Transworld Business Advisors, who has 30 years of corporate and entrepreneurial experience in sales, marketing, operations and technology; and attorney Sarah Wheeler of Moore & Reese. Read more