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As stated elsewhere on this site, selling is a process… not an event. Some studies indicate that it now takes, on average, about seven to ten months to sell a small business. This figure seems to creep-up yearly.
Price, terms, and financing are big factors. It is very important not to overprice the business at the beginning of the sales process. A business will also sell most quickly if there is a reasonable down payment with the Seller carrying the balance – often in just a few months.
Should a bank/lender get involved, often an extra 90 days gets added to the time-frame with far more work on the part of both Buyer and Seller. Having assembled all of the necessary due-diligence information, that will very likely be requested by the Buyer and the lender, can also greatly reduce the time period.
In a survey of business brokers across the United States, similar reasons were cited so often that a pattern of causality began to emerge. The following is a compilation of situations and factors affecting the sale of a business.
The Seller Fails To Reveal Problems
When a seller is not up-front about problems of the business, both the buyer and the broker are in the dark. The issues turn up later, often in the due-diligence period after a tentative agreement has been reached. The buyer then gets cold feet, wondering what other issues have been hidden by the seller. No party to a business sale likes surprises–and the deal promptly falls apart. Even though this may seem a tall order, sellers must be as open about the minuses of their business as they are about the pluses. Again and again, business brokers surveyed said: “We can handle most problems . . . if we know about them at the start of the selling process.”
The Buyer Has Second Thoughts About the Price
In some cases, the buyer agrees on a price, only to discover that the business will not, in his or her opinion, support that price. Whether this “discovery” is based on gut reaction or a second look at the figures, it impacts seriously on the transaction at hand. The deal is in serious jeopardy when the seller wants more than the buyer feels the business is worth.
It is of paramount importance that the business is fairly priced at the time of listing and that the seller is able to stand on solid numbers and historical norms to support an asking price. Since many sales involve SBA bank financing, it is equally important that a business appraiser, retained by the lender, value the business at or perhaps just above the selling price.
In short, price should be more a reflection of math than emotion.
Both the Buyer and the Seller Grow Impatient
Selling is a process, not an event. Impatience often sets in, especially as Buyers continue to want increasing varieties and volumes of information, and sellers grow weary of it all.
Employing outside professionals tends to slow down the pace of a transaction, however, it shouldn’t take so much time that the deal is endangered. It is important that both parties if they are using outside professionals, should use only those knowledgeable in the business closing process.
Seller and buyer may be inclined to use an attorney or accountant with whom they are familiar, but these people may not have the experience to bring the sale to a successful conclusion. Close of Escrow dates are set in the original agreements for a reason, and best efforts by all parties should be exercised to hit those dates.
The Buyer and the Seller Are Not (Never Were) in Agreement
How does this situation happen? Unfortunately, there are business sale transactions wherein the buyer and the seller realize belatedly that they have not been in agreement all along–they just thought they were. Cases of communications failure are often fatal to a successful closing.
A professional business broker is skilled in making sure that both sides know exactly what the deal entails, and can reduce the chance that such misunderstandings will occur.
The Seller Doesn’t Really Want To Sell
In all too many instances, the seller does not really want to sell the business. The idea had sounded so good at the outset, but now that things have come down to the wire, the fire to sell has all but gone out. Selling a business has many emotional ramifications; a business often represents the seller’s life work.
It is key that prospective sellers make a firm decision to sell prior to going to market with the business. If there are doubts, these should be quelled or resolved.
Some sellers enter the marketplace just to test the waters; to see if they could get their “price,” should they ever get really serious. This type of seller is the bane of business brokers and buyers alike. Business brokers generally can tell when they encounter the casual (as opposed to serious) category of seller. However, an inexperienced buyer may not recognize the difference until it’s too late.
Most business brokers will agree that a willing seller is a good seller.
Or the Buyer Doesn’t Really Want To Buy
What’s true for the mixed-emotion seller can be turned right around and applied to the buyer as well. Buyers can enter the sale process full of excitement and optimism, and then begin to drag their feet as they draw closer to the “altar.” This is especially true today, with many displaced corporate executives entering the market.
Buying and owning a business is still the American dream–and for many, it becomes a profitable reality. However, the entrepreneurial reality also includes some measure of risk, hard work, and long hours. Occasionally, this is too much reality for a prospective buyer to handle.
A Final Note
Remember these components in working toward the success of the business sale:
• Good chemistry between the parties involved.
• A mutual understanding of the agreement.
• A mutual understanding of the emotions of both buyer and seller.
• The belief, on the part of both buyer and seller, that they are involved in a fairly priced deal.
• Sellers who are committed to the post-close success of the buyer.
The brightest spotlight in due-diligence is not on hard assets, customers, suppliers, insurance policies, and staff. While such items are all of importance, it is the company P&L Statements, Balance Sheets, and Tax Returns that draw the most scrutiny and questions.
Having solid financials on which one can stand is our #1 pick for the category of “importance.”
If there is any doubt in the mind of a seller regarding the rock-solid status of company financials, it is time for a visit to the CPA for review prior to listing. This will pay dividends in the selling process once we identify a buyer – especially one that plans to use a lender in their purchase of your business.
Yes. Finding the right buyer can be supremely important. Most of our sellers have strong, long-term ties to their staff and need to feel certain that an incoming buyer will do the right things by them. Some sales involve the buyer, retaining the services of the seller via an employment or consulting agreement.
Or perhaps the sale involved some seller carryback financing wherein the buyer will be making monthly payments to the seller for the acquisition of the business.
The post-close relationship between buyers and sellers can be quite important for these reasons and more.
There are many reasons that prospective buyers search for new business opportunities:
• Laid-off, fired, being transferred (or about to be any of them)
• Early retirement (forced or not)
• Job dissatisfaction
• Desire for more control over their lives
• Desire to do their own thing
• Came into some money (like an inheritance) for productive use
A Buyer Profile
Buyer profiles have changed so dramatically over our 53-year history at WCI, that it would be difficult to articulate herein.
We are now seeing people from every walk of life who desire to be their own boss and control there own destiny.
For our more expensive listings, indicative of larger well-seasoned businesses with management layers, we are seeing more and more Family Office and Private Equity inquiries.
Yes. Both home-based businesses and opportunities that involve real property are handled in our offices. Our primary focus is handling sales of privately held, profitable operating companies.
If they come with a piece of dirt and a building, we conclude with simultaneous closings of the business and the real estate.
What is my Business worth? How is it valued? Isn’t it true that my business is worth exactly what a buyer is willing to pay for it?
Getting to a value for your business will in large part be a function of tax return analysis, coupled with an interview with you to gain a comprehensive understanding of the workings of your company. We’ll walk you through the valuation process, and the role that will be played by a lender to your buyer.
We find there is much wisdom in arranging face-to-face meetings wherein our prospective sellers come to our offices with copies of their most recent tax returns for their businesses. Your business is not like a share of stock – worth exactly what somebody else is willing to pay for it.
Most business sales are bank financed (like homes.) Those lending banks have underwriting departments and hire business appraisers who will peg a value for your business.
As you will learn in working with us, most business values relate to a multiple of Owner’s Cash Flow.
You Can Help!
Appearances Do Count
The time to “spiff up” the business is now, even if you aren’t selling. It’s typically good for staff morale and just plain good for business to provide a work environment that sends a message – like “we are in this to do things long-term, and to do first-rate work.” You’ll know you did the right thing with the first walk-thru of your business with a prospective buyer.
Everything Has Value
Other things add value to your business. We look at your business carefully, so you don’t overlook those items that make your business more attractive to the buyer.
Eliminate the Surprises
Long before you put your business on the market, eliminate the surprises! Review every facet of the business and remedy any problems that could appear during the sale process. No one likes surprises – most of all, potential buyers. Whether legal, accounting, environmental, or anything else – solve it now before we get listed and get going.
We look forward to working with you to find a suitable buyer for your business. You, as the seller, are an integral part of our total marketing program.
It might also be helpful if you took a good look at your business from a buyer’s perspective. What would you do to make it more attractive or more saleable? We know you have lots of questions, call us!
It’s only by working together that we’ll get the best results.
REQUEST A CONSULTATION
“We want to Thank You WCI, for the help and guidance in buying our new company.”
JERRY & DAN
“Thank you for all of your help. You helped the process go smoothly!”
MELISSA & HERB
“It is great working with Susan, Dennis and all of your agents. They are always professional and knowledgeable with each and every closing. We look forward to many more years of working with all of you.”
HELEN AND AMY AT EMPIRE WEST TITLE
“Your level of professionalism and dedication made me feel totally secure!”
“The Sellers are happy, the team is happy and we have received a lot of compliments and positive feedback from customers on our messaging and announcement to them.
We are very happy! Thank you again to you and your team for all yall’s hard work and support in this opportunity. Thank you!!”
We simultaneously sold our 4 related companies in a complex mix of “C” and “S” Corps, and LLC’s.
The professional advice we received from the WCI team proved invaluable. From valuation to the identification of a wonderful buyer, and through closing, we had reliable access to information 24/7. 5 stars!