Why Businesses Do Not Sell

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, marketing, and financial. If there are no key employees and there are few written processes and procedures, the business lacks a dependable and repeatable work flow. When it becomes evident that the business cannot operate effectively without the owner’s hands on involvement and personal know-how, it becomes problematic. Of equal concern is the relationship the owner may have with the customers of the business. If the customer does business with the firm largely in part of the relationship with the owner, this situation will create customer retention concerns and possible transition problems when the business is being sold. In summary, buyers want a business that can operate independently from the current business owner.

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

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

8. INDUSTRY IS DIMINISHING OR THREATENED

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

9. CHOOSING THE WRONG LENDER

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

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

10. COMMERCIAL PROPERTY ISSUES

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

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

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

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

SUMMARY

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

Stock Trading Education – All You Need In 4 Easy Steps

Stock trading education is what you need if you are looking to make money with the stocks and shares market. If you don’t know what you are doing, you’ll be throwing your money away. Check out the tips below to get the best stock trading education.Tip 1The first thing you’ll learn in any decent stock trading education is tracking. It’s all well and good checking the prices in the Financial Times or Wall Street Journal each day, but these are hardly up to date figures are they? Think about it for a moment – who benefits most, the guy who’s able to react in real time to market changes or the guy that reacts to the changes the day after they happen? For this reason alone some solid computer tracking software is a great idea.

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Tip 2Another great piece of stock trading information is to always keep in mind the international markets. Many traders get totally wrapped up in the US markets, but watching the European markets can give you a distinct advantage that most traders never even realise – The European markets begin trading far earlier than the US ones, and you can often get a good idea of whether the US market will open with a rise or fall through this.Tip 3Be honest with yourself. The best stock trading education in the world doesn’t matter if there is something you don’t understand. This is especially true if dealing with a broker service. If you don’t understand something, speak up about it. If not, it’s likely going to cost you money in the long term – how can you make a decision on something you don’t understand?

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Tip 4This last tip is something they don’t tell in most stock trading educations – you’re probably going to lose money! At first anyway. Unless you are super lucky, chances are things aren’t going to work out 100% of the time. It’s the ability to reduce the losses and maximize the profits that make stock trading a viable business, just remember that EVERYONE loses money sometimes.As we said, a stock trading education or some good tips can mean the difference between rich and poor. Click the links below to find out where to get proven successful tips.

The Energy Healing Power of Natural Medicine

Natural medicine is a system that uses a variety of therapeutic or preventive health care practices such as homeopathy, naturopathy, chiropractic, and herbal medicine. Alternative medicine is also known as traditional, naturopathic, natural or holistic medicine. Proponents of alternative medicine are not refuting the validity of discoveries in and the practical uses of conventional medicine, but are merely trying to put some things into perspective. Due to the widespread interest in natural medicine along with the disappointment and disenchantment with Western medicine, many people, especially in the United States and Europe, where conventional medicine has taken a dominant foothold, are seeking the advice and treatment from naturopathic physicians. These practitioners include herbalists, acupuncturists, naturopaths, chiropractors, and others, who advocate preventative health measures as well as recommend wholesome foods and nutritional supplements for their patients and clients. Considering the growing popularity and effectiveness of alternative health treatments and products, certified and licensed professional practitioners of such medical practices should be given their rightful and respectful place in medical society. Natural medicine has been proven not only to be safe, but more effective than Western medicine in treating many chronic illnesses such as diabetes, hypertension, asthma and many other diseases as well

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The history of Natural Medicine and its roots can be traced back thousands of years to ancient cultures such as India and China. Ayurvedic (E. Indian) and Chinese medicine, along with their diagnostic and herbal systems, are still used in these countries extensively, as well as in the United States, especially in Europe, where alternative medicine is well respected. Chinese herbal medicine has a documented history of over 2500 years in China, and is now widely used by practitioners all over the world. It has been legally practiced in the United States. since the mid seventies by licensed acupuncturists. Homeopathy is also a well-known form of alternative medicine discovered in the 18th century by German physician Samuel Hahnemann, but was practically stamped out in the U.S. in the late nineteenth century by the American Medical Association. In 1938, though, the U.S. Food, Drug, and Cosmetic Act finally recognized homeopathic pharmacopoeia as the legal equivalent of allopathic medicine.Another more contemporary and popular form of herbal medicine, called Western herbalism, can be traced back about two hundred years in America. Samuel Thomson, born in 1769, is considered the father of Western herbalism. He discovered over sixty different medically effective native plants by clinical testing, and on the basis of these findings, devised a theory of disease and botanical drug action. Randy Kidu, D.V.M., Ph.D., writes in his articled entitled A Brief History of Alternative Medicine: “The history of herbal medicine is interesting because herbs have been a part of our diet and pharmacy since man began roaming the earth. Coprophytic evidence (seeds and other plant part(found in preserved fecal pellets) points to herbal use by cavemen. Early herbalists practiced their trade since before recorded history in all parts of the world including China, Egypt, Greece, Rome, Africa, England, the Americas, and Europe. Many herbs are also mentioned in the Bible. Today, based on sheer numbers of folks who use one form of herbal medicine or another, it remains the most-used medicine worldwide.”Twenty-five hundred years after the advent of allopathic medicine, modern medicine is still grappling with the idea that herbal medicine could be an effective treatment, and not just quackery, although thousands of years of recorded history has proved its efficacy. A new model of understanding in medicine needs to be incorporated into the existing allopathic model. Because of the growing popularity and effectiveness of natural medicine, practitioners may eventually be given their deserved place in medical society. The incorporation of natural medical practices into the existing model of conventional Western medicine, including the training of new medical doctors, is now called Complimentary Medicine. In order to solve our health problems, this modern paradigm for treatment in medicine must be promoted. This can only truly emerge when bias, self-interest, greed and discrimination is discarded and diverse medical knowledge is promoted and shared, not only between university trained scientists and medical doctors, but among Alternative Medicine practitioners, philosophers, metaphysicians, and other intelligentsia of society as well.

Skip The Lines – Bring The Amusement Park Right To Your Own Back Yard

There’s no shortage of things to do in Atlanta. From professional sports to amusement parks, there’s something for everyone. In fact, Atlanta is proud to house some of the nations largest amusement attractions, including the ever popular Six Flags Over Georgia. Children (and adults) love the thrill and adrenaline rush of the large roller coasters. However, one thing most people don’t like about amusement parks is the long lines. By the time it’s all said and done, you can spend several hundred dollars for your family to have an afternoon of fun, and only get a few rides in. This year, instead of spending the day waiting in long lines for short rides, why not bring the fun right to your back yard? With today’s technology, you can literally do just that! One of the advantages of living in a large city like Atlanta is that we have large rental companies that can make your special event feel just like a trip to Six Flags… complete with a train and an ice cream cart!

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If you’re trying to replicate the amusement park feel, there are definitely specific items that you’ll want to be on the lookout for. As mentioned previously, ice cream carts and trackless trains help make the special event feel more like a day at Six Flags.In order to make your next special event more special, try some of the following tips:

Head online to do some research on the party rental company that has the selection your looking for. If you want an ice cream cart to complete your theme park adventure, look around until you find what you’re looking for.

Don’t settle for the first website you see. There are literally hundreds of inflatable party rental companies in Atlanta. Keep looking for a website that offers a wide variety of rental items that you’re looking for.

It’s better to rent everything from one company. Renting in bulk can help you save money. Larger companies will offer discounts for larger purchases of multiple units and rental items.

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Having a day of amusement park fun is cheaper and easier than ever before. By bringing the amusement park to your front door by using a party rental industry, you can include more people at a lower price. So next time you’re planning a special day, instead of spending tons of money for just a few people and braving the long lines of amusement parks, invite the whole neighborhood and bring the amusement park right to your own back yard!