The 3 Most Critical Issues in Buying or Selling a Business

Posted on April 7, 2020 by William Bruce

Updated April 8, 2022

These are the top 3 issues involved in buying or selling a business.

As a business broker with offices in Fairhope, Alabama and Baton Rouge, Louisiana,  I’m often asked what the top critical issues are in buying or selling a business.  If the top three issues discussed below in the sale or purchase of a business are not properly addressed, then there is a good chance the transaction will fail.

So to get to the core of the question, these are in my opinion the top three issues involved in buying or selling a business:

Critical Issue #1: Confidentiality

Confidentiality is critical to the successful transfer of a business.  If word gets out that a business is for sale, several things start happening and none of them are good for the seller or buyer of the business.  First, key employees start looking for other jobs, fearing that a new owner may not retain them.  In the uncertainty, customers may begin shopping elsewhere.  Suppliers get nervous.  Competitors can take advantage of the situation.

This is why a prospective business buyer will be asked to sign a non-disclosure confidentiality agreement early in the process of looking at a possible business acquisition. In this agreement, the potential buyer confirms that he/she will not disclose the fact that the business is for sale except to professional advisors.

If you show that you take the need for confidentiality seriously, you will be regarded as the professional that you are.

Critical Issue #2: Valuation

Nothing causes the buyers and sellers of businesses more anxiety than the issue of valuation. The question of selling price haunts both parties. The seller doesn’t want to price his business too low and “leave money on the table.”  On the other hand, the buyer of the business is afraid he’ll pay too much and not get the best possible price.

Formal, fully documented business appraisals are now readily available.  In addition, there are rules of thumb guidelines that can be used to quickly estimate the value of a business.  As just one example, we know that a full-service restaurant with a liquor license is worth about 30% of its annual gross revenue as an ongoing business.  This assumes – big assumption – that the business is earning the average bottom line profit for its peer group.

There are rules of thumb guidelines for almost all categories of business from ice cream stands to manufacturing plants.  But again, these guidelines provide only quick estimates.  And written, fully documented business appraisals are now done by several respected national firms at a cost similar to real estate appraisals.

Critical Issue #3: Financing

Financing is always a concern, as hardly any business buyer has the financial capacity to write a check for the purchase price of a business.  If they did, they would most likely be living off of investment income rather than buying a business.

These are five possible sources for business acquisition loans:

BANKS – Although most people seeking a loan to buy a business will think first of a traditional bank loan, I can tell you from years of business brokerage experience that banks generally do not make business acquisition loans.  There are exceptions but they’re rare.

SBA – The SBA, through its approved lenders, provides business acquisition loans.  The SBA does not make direct loans, but rather guarantees a portion of the loan that is made by the approved lender.   It’s known as the SBA 7(a) program.  Wells Fargo Bank is currently the top volume SBA lender nationally.

The SBA route for a business acquisition loan is sometimes frustrating because of the time and detail that is involved.  However, keep in mind that the SBA will approve loans that others have turned down and will usually approve them with a smaller down payment.  In most cases, it’s worth the wait.

FAMILY – Many times the older generation in a family will loan the down payment or the entire amount needed to a promising member of the family’s younger generation.  If your family is willing to loan you the money, one word of advice is in order.  Have a very clear understanding as to how the debt is to be handled and put it in writing in the form of a legal note.

THE SELLER – In a significant percentage of the business transfers that I handle as a business broker, the owner of the business finances a portion of the purchase price for the buyer.  Some sellers cannot offer owner financing for a variety of reasons, but when they can, it conveniently solves the problem of financing.

The fact that the business owner is willing to finance the sale of his company provides more than a convenient finance plan.  More importantly, it provides strong validation of the owner’s belief that the business will support the owner and earn enough cash to pay back the loan.  You can’t get any better recommendation on the business than this.

The normal down payment for owner financing ranges generally from around 30% to 50% of the purchase price of the business.  Interest rates are generally market-driven but there is more flexibility here than in other forms of financing.

401(K) FUNDS AND IRA ACCOUNTS – The use of these funds to buy a business, without tax penalty, is a fairly recent development.  Several national CPA and attorney groups have developed a plan, approved by the IRS, which allows you to use your funds for business acquisition.  There are legal and accounting fees involved, but they are a small fraction of the tax penalty that would be assessed for cashing in these accounts early.

 The above ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­five sources of financing are not exclusive to each other.  I recently handled a transaction in which three of the five sources were used to buy the business.

It’s called creativity!

To order our complimentary 62-page booklet entitled “How to Buy a Business in a Safe and Organized Way,” please see the ordering information in the upper right area of this page.

If I can assist you with any considerations involved in the valuation and transfer of ownership, please don’t hesitate to email or call me.

For further reading, here are additional related articles:

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org. 

 
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The William Bruce Report: A Quarterly Summary of the Private Business-for-Sale Marketplace

Posted on August 13, 2022 by William Bruce

The William Bruce Report: A Quarterly Summary of the Private Business-for-Sale Marketplace is a disclosure of the condition of the national market from insiders who are professional advisors to business buyers and sellers.

Because this private business-for-sale marketplace is comprised of non-public, closely held, small to medium size businesses with little public reporting required, information is often difficult to obtain.

One of the most authoritative sources of information for this private business-for-sale marketplace is the Market Pulse Survey conducted jointly by the International Business Brokers Association and the M&A Source.  The membership of both organizations is comprised of full-time professionals in the private business-for-sale marketplace who are daily assisting business buyers and sellers with issues of valuation and ownership transfer.  The survey was conducted July 1-17, 2022.

In General

Among respondents in this survey for the second quarter of 2022, the most frequently mentioned marketplace negatives were the shortage and rising cost of labor, inflation, interest rate hikes, and supply chain issues.

“On the one hand, labor shortages are helping drive acquisitions right now,” said Lisa Riley, President of Delta Business Advisors, LLC in Scottsdale, Arizona.  “Companies are looking to buy skills rather than build them.  However, sellers know that talent shortages have constrained their growth. They’re paying more to keep their people, they’re having to turn away work, and they can’t expand like they wanted.”

Despite concerns over market headwinds, most advisors who participated in the survey report experiencing a strong influx of new engagements. Roughly two-thirds say they’re seeing more Baby Boomer business owners trying to exit before the next downturn or macro event.  And more than 54 percent of advisors said their number of clients “greatly increased” in the second quarter of 2022.

Valuation

On average, business valuations held steady in the market for smaller businesses.  Shifts were reported in the larger transactions where buyers tend to be financial and strategic buyers as opposed to individuals who are buying the smaller businesses.

The chart below shows the average valuation multiples for five size brackets over the last nine years.

In the above chart, the valuation metric for businesses selling below $2 million is expressed as a multiple of Sellers’s Discretionary Earnings (SDE).  Above $2 million, the quoted multiple is applied to Earnings Before Interest, Taxes, Depreciation & Amortization (EBITDA).  For an explanation of the differences between these two multiples, please see this article.

Time to Close

The average time to sell a small business has shrunk, varying by the size of the business, to a range of 6.5 to 8 months.  Of that time, roughly 60 to 120 days are spent in due diligence and execution, after a signed letter of intent or offer.

“Due diligence periods aren’t shifting, and yet businesses are selling faster. That’s a sign of market competition,” said Randy Bring, Senior Associate/Partner of Transworld Business Advisors of Boca Raton, Florida. “Seller teams can set out tighter timeline expectations and buyers respond. They know what it takes to win in today’s marketplace. If you’re looking to buy, have your deal team ready and your plans in place.”

Cash at closing as a percentage of the total consideration was reported at an average of 83 percent, indicating a healthy market.

Types of Buyers

The types of buyers in the private business-for-sale marketplace vary by the size of the businesses.  For businesses with valuations under $1 million, the buyers were predominantly individuals who were essentially “buying a job.”  Many were first-time business buyers and most were residents living within 50 miles of the business.

Above $1 million in value, the buyers tended to be financial or strategic buyers with Private Equity Groups and other large investors being active participants in this market segment.  The location of the buyers in proximity to the company is of less importance in this portion of the market, as these kinds of buyers will customarily send in a management team.

Most Popular Business Categories Being Sold

In the smaller business market, sometimes referred to as the Main Street market, business services appeared in the top three industries across each of the smallest valuation size brackets.  In the market for larger businesses, construction/engineering, manufacturing, and personal services dominated industry transitions per the chart below.

In Summary

It seems that despite the somewhat troubling macro-economic indicators, the private business-for-sale marketplace currently remains stronger than expected as indicated by this most recent survey from professional market advisors.

Disclaimer: William Bruce is a member of both the International Business Brokers Association and the M&A Source.  He participated in this survey.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org. 

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Selling Your Business? Be Aware of the Differences in a Financial Versus a Strategic Buyer.

Posted on July 6, 2022 by William Bruce

Knowing the differences between financial and strategic buyers can be critical in the sale of a business.

In selling a business, it’s critically important to know the motivations of a prospective buyer.  Often this boils down to determining whether the prospect is a financial or a strategic buyer.

Getting the sale of the business to the closing table is sometimes difficult, but the process can be facilitated if you’re able to successfully speak the language of either the financial or the strategic business buyer.

So let’s briefly examine each type.

The Financial Buyer

As the name suggests, the financial buyer will be looking most importantly at the financial returns that the acquisition might offer.

This type of buyer could be an individual, or in the larger transactions, a venture capitalist, a private equity group, a family office, or similar entities.

Financial buyers are seeking stand-alone businesses with cash-producing capability and the capacity for growth of bottom line profits.

Individual financial buyers are usually planning on making a career out of running the business.  In the larger acquisitions, the financial buyer may be focused on a five to seven-year plan in which they grow the company’s earnings and then sell the business at a significant profit.

The Strategic Buyer

This type of business buyer will usually be an operating company that is looking for synergies that the acquisition will bring to the operation.

For example, strategic buyers may be seeking opportunities for new product lines within the same industry, finding new geographical markets, or securing additional channels of distribution.

Strategic buyers focus a bit less than the financial buyer on the current earnings of the target company, but rather are more interested in the integration capabilities and the long-term possibilities for value creation that the acquisition will provide.

In Summary

Identifying the type of buyer and being able to speak to the differing motivations of each can be critical to smoothing out the sometimes difficult path to the closing table in the successful transition of a business.

In dealing with a financial buyer, be able to talk about profits and the possibilities of boosting earnings through increasing revenue and/or decreasing expenses.

When talking to strategic buyers, discuss product lines, customer base, geographic markets, and staffing expertise.

In short, know the difference and be able to talk the language or each.  That will go a long way!

Here are some other articles that might be of interest:

The Top 3 Issues Involved in Buying or Selling a Business

Selling a Business: The Critical Question of Price

What Are the Differences Between EBITDA and Seller’s Discretionary Earnings (SDE)?

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org. 

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It’s Vacation Time. Here Are 3 Ways to Protect Your Data While Taking a Break.

Posted on May 16, 2022 by William Bruce

SmallBiz-Resources.com has an excellent article out by Bill Aimone on how to manage your data security while on vacation.

The three issues discussed in the article are:

Technology Setup

If you take a laptop on vacation, make sure it’s protected by upgrading to the latest release of your operating system and is password protected.  Also, use a backup product like DropBox which minimizes the amount of information that could be mined by thieves.  Furthermore, it allows you to wipe the correlating data if the laptop is stolen.

The Connection, Virtual Private Network (VPN)

The author points out that connecting to the internet via unknown networks while on vacation is risky. An easy way to access a secure connection is via a Virtual Private Network (VPN). VPNs create a secure connection between the laptop and a server in the cloud. It is almost impossible to hack this type of connection.

It’s also easy to set up a hotspot connection from your iPhone which is more secure than connecting through your hotel or the airport’s unsecured networks.

Support for Small Business Owners and Employees to Stay Connected During Vacation 

Technology issues happen, and when they strike it can easily turn into a desperate situation without the right IT support.

Most small businesses cannot afford to hire internal resources to provide 24/7 support to vacationing employees, especially factoring in potential time zone differences.

Small businesses can consider finding remote-access, 24/7 on-demand IT support from companies like EVAN®, which can help traveling employees when in a pinch.

In summary, these three tips from SmallBiz-Resources will help you stay compliant with the old Boy Scout motto of “Be prepared.”

To read the full article from SmallBiz-Resources, please click here: https://smallbiz-resources.com/optimize-work-cation/.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org. 

 

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Seven Reasons to Retain A Business Broker When Selling Your Business

Posted on March 7, 2022 by William Bruce

William Bruce Accredited Business Intermediary, Senior Valuation Analyst

You’ve probably spent years building your business.  And so, when it comes time to exit, how can you increase the chances of a successful transition?

Retaining an experienced business broker is a good place to start.

Our friends at Hatchit.us have written an excellent article discussing seven reasons why a business seller should consider bringing an experienced business broker on board for the project.  The seven points discussed are:

1. Accurate business valuation and financials

2. Effective marketing

3. The right buyers at the table

4. Effective negotiation

5. An outsourced, efficient process

6. Confidential dialog

7. Documentation

To read the article by Hatchit.us discussing these reasons in detail, please visit https://www.hatchit.us/7-reasons-to-hire-a-business-broker/.

Other articles that might be of interest:

Our practice since 1986 has included business valuation, mergers, sales, and acquisitions.  If we can assist in your project, please don’t hesitate to call or email with the contact information below.  Confidentiality is assured.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org. 

Posted in Business Valuation & Appraisal, Valuing, Buying or Selling a Business | 2 Comments

Small Business Valuation Multiples Explained

Posted on February 20, 2022 by William Bruce

Small business valuation multiples explained.

In trying to value a small business, are you confused about which earnings metric to use?  There are at least six earnings computations, including:

  • SDE – Seller’s Discretionary Earnings
  • EBIT – Earnings Before Interest and Taxes
  • EBITDA – Earnings Before Interest, Taxes, Depreciation, and Amortiztion
  • Adjusted EBITDA – Normalized for other expenses
  • DCF – Discounted Cash Flow
  • Net Profit – What you show Uncle Sam on your tax return.

A widely used valuation methodology for privately-held businesses is applying a multiple to a company’s earnings.  But which earnings number should you use?  For a particular business, the use of the wrong earnings metric could result in a wildly inaccurate valuation. 

In addition to selecting the right earnings computation, there is also often some difficulty in choosing the proper multiple to apply to earnings for a particular type and size of business.

In an excellent article, my fellow business intermediary, Barbara Taylor, co-founder of Alan Taylor & Company, clears up the confusion.

You can read Barbara’s article here: Small Business Valuation Multiples Explained.

If I can assist with any of your business valuation or ownership transfer issues, please don’t hesitate to contact me at Will@WilliamBruce.org or by phone at the numbers listed below.

For further reading, here are additional related articles:

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org. 

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Who Will Buy Your Family Business?

Posted on September 20, 2021 by William Bruce

Who will be potential buyers for your family business?

As a business broker and valuation specialist, I’m often asked about the issues involved in selling a family business.

Ideally, family business owners should start planning for ownership transition well before the event.  One of the first steps in planning an exit is to understand who the potential buyers might be and the different characteristics of these buyers.

Here, we will briefly discuss both internal and external sales of the family business.

Internal Sale

In an internal sale of a family business, the buyers are likely to be family members of the next generation or possibly family members in combination with key non-family employees.

Various financing options may be employed by the buyers of the business including seller financing after an acceptable down payment.  Many times the older generation in a family business will finance the sale of the business to a promising member(s) of the younger generation.  When this option is employed, a word of advice is in order.  Have a very clear understanding as to how the debt is to be handled and put it in writing in the form of a legal note and security agreement.

Bank loans guaranteed by the Small Business Administration (SBA) may also be available for around 75 to 85 percent of the appraised value of the business.  If the business is of sufficient size, an Employee Stock Option Purchase (ESOP) plan might be an attractive option with tax advantages.

External Sale

External buyers of family businesses may come from several distinctively different categories.  But most will fit into one of the following three descriptions

Job Buyers

These buyers will be individuals who are essentially buying a job for themselves.  This buyer will usually be looking for a small to medium-size business.  Buyers will have the financial ability to make a down payment of 15 to 30 percent of the acquisition cost of the business and will have a sufficient credit rating to obtain financing for the balance.

The financing will most likely be an SBA 7(a) guaranteed business acquisition loan amortized over 10 years, or 15 years if real estate is part of the purchase price of the business.  The key for this buyer is that (1) the business must be able to pay the new owner a decent salary and, (2) then make the monthly payments on the business acquisition loan.  This allows the buyer to make living from the business while he/she builds equity in the entity.

If your business has enough cash flow for both of these obligations, then you have a good chance of selling your family business to a buyer from this category.

Financial Buyers

Financial buyers are generally looking for somewhat larger businesses than the above-described buyer.  Buyers who fall into this category will include private equity groups and other sophisticated investors.  Most of the time, these buyers will not be owner-operators of the business, but rather will retain the current management of the business or send in a management team.

The buyer is investing for the projected financial returns.  They will usually have a plan for significantly growing the business which may include such things as additional capital investment, specific management talent, adding products and services, and expanding the market geography of the business.

The plan will usually include an exit strategy after the growth and improvements have been realized.  This time frame is typically three to seven years.

These buyers may employ various sophisticated financing options for the initial purchase of the business.

Strategic Buyers

Strategic buyers usually are firms that are already operating in the industry of the potential acquisition.  They may be looking to increase their geographic footprint into new areas, and they may also be looking for the economies of scale usually found in such opportunities.

A strategic buyer can be either a horizontal or vertical player in the industry looking to realize specific synergies that the acquisition will create.

Financing for these buyers is varied and sometimes includes an earnout component in which the seller is paid over time according to specified financial benchmarks being achieved by the new owner.

In Summary

Depending on the size and type of your family business and your goals, you may have interested buyers from several of these categories.  Our firm is experienced in dealing with all types of buyers.

If you think we might be of service in planning or executing the transfer of your family business, please don’t hesitate to contact us.

For our article discussing the top three issues involved in the sale or purchase of a business, please click here.  And to review our article on how to quickly estimate the value of a business by using rules-of-thumb, please follow this link.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

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America’s Premiere – and Free – Small Business Consulting Service

Posted on February 22, 2021 by William Bruce

America’s Small Business Development Centers offer valuable – and free – advice.

“You have the best coach, business advisor, analyst and mentor I’ve ever had in any business,” says businessman Reed Rogers Of Lillian, Alabama, when talking about the assistance he received from the local Small Business Development Center.

And the good news for aspiring and current business owners is that there is probably a Small Business Development Center (SBDC) near you.  In partnership with the U.S. Small Business Administration, there are nearly 1,000 Centers across the country.

However, less than half the funding of the Centers comes from the SBA.  The balance comes from a variety of sources including donations from successful businesses.

SBDC advisors provide current and future small business owners a variety of free business consulting and low-cost training services including business plan development, manufacturing assistance, technology development, funding assistance, exporting and importing support, disaster recovery assistance, procurement and contracting aid, market research help and more.

Nationwide, small businesses employ 60 million people, which is nearly half of all American workers. With deep roots in their communities, small firms and their employees are the engines driving the American economy. Small Business Development Centers provide these local businesses and entrepreneurs with the resources they need to thrive, compete, and succeed.

Lest you think this is another wasteful government program, ponder this: In my home state, for every federal dollar invested in the Alabama SBDC program, $2.35 is
returned to the state, and $3.79 is returned to the federal government in tax revenue.

In other words, this dog will definitely hunt!

A common thread running through the accolades from clients of the SBDC is that the assistance received is real-world and spot-on.  Maria Richard, a client of the Mobile, Alabama SBDC related, “My business advisor, Mel Washington, has been the most supportive, encouraging, and innovative person I’ve spoken with about my business. He has helped me fine tune my processes and identify my company’s position in the marketplace.”

Often located on college campuses, SBDC offices successfully combine private sector know-how with the educational background of universities in order to provide entrepreneurs with the resources they need to feel confident in starting and running a business.

For additional information on the services available, please click here.  And to find the Small Business Development Center near you, visit this SBDC office locator.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.   He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

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Should You Sell Your Business Now or Wait?

Posted on December 1, 2020 by William Bruce

Should you sell your business now or wait.

We’re living in strange times with the pandemic, a record number of hurricanes and a change of residents in the White House.  So if you’re considering exiting your business, it’s natural to wonder if you should sell your business now or wait a while.

Among the many issues you must weigh, probably the most important consideration in making the decision to sell your business now or wait for a while longer is the question of valuation.  In short, business owners are wondering what effect the pandemic has had on the valuation of small to medium size businesses?

The answer is, “It depends.”

It depends almost entirely on the type of business, with bars and restaurants suffering the most. I’m advising my restaurant and bar clients who are considering selling their businesses to wait.  Valuations are down critically in the category because earnings have been so dramatically reduced.  If these owners can survive until the country is vaccinated — big “if” —  then they will realize more from their years of hard work.

Other categories of businesses are more fortunate.  In most other categories, valuation specialists, myself included, are not penalizing the business for a dip in earnings if experienced during the pandemic, realizing that it’s not a trend.  And any dip is likely to be dramatically less than in the restaurant/bar sector and easier for business buyers to overlook.

In addition, there are at least three other issues for a business owner to consider when trying to decide whether to sell the business now or wait.  These are (1) market availability, (2) the accessibility of buyer financing and (3) the time frame from the decision to sell until you get to the closing table.

By market availability, I mean what businesses are on the market and available for a business buyer to consider.  A lot of businesses on the market favor the buyer; fewer options favor the seller. Right now, there is a scarcity nationally of businesses posted to the business-for-sale websites compared to normal times.  I’m in touch weekly with business brokers around the country and almost to a person, they tell me they have fewer offerings in their portfolios now than they have had in a long time.  Some say the fewest ever.

Regarding buyer financing, banks with the federal government’s encouragement are now aggressively making loans, especially under the SBA 7(a) business acquisition loan program.  I have bankers calling me frequently soliciting referrals of business buyers seeking financing.

The last consideration I’ll discuss is the time it takes to sell a business.  It’s not an overnight process.  Selling a business versus selling a home is more complicated and it takes longer.  Four to eight months is a reasonable time frame.

Because of this, a business seller should start planning ahead.  There is more seasonality to business sales than most folks would realize, with January through April being the busiest months. It’s not dramatically busier, but in my 34 years of business brokerage, I’ve noticed it.

No doubt, you as the business owner, have more issues to consider than just those discussed above. After all, you have successfully operated your business over many years and you are the ultimate decision maker.

You’ve seen, haven’t you, photos of President Truman seated in the Oval Office behind the desk plaque, “The Buck Stops Here.”  It also applies to you, the business owner.

If you think I might be of assistance with your business planning, please don’t hesitate to call or email.  All communications are strictly confidential.  If you would like to have it, I can email you a digital copy of my 40-page booklet, “How to Sell Your Business While Avoiding Costly Mistakes.”

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

 

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Considering Buying a Small Business? Here’s How to Analyze Any Business for Sale

Posted on October 19, 2020 by William Bruce

Updated July 5, 2022

Are you considering buying a small business but are not quite sure how to analyze it?  Here we set out the clear steps of how to analyze any business for sale the way that the professionals do it.

How to Analyze Any Business for Sale: First, The Need for Confidentiality

Your checklist for how to analyze any business should include these items.

Confidentiality is critical to the successful transfer of a business.  If word gets out that a business is for sale, several things start happening and none of them are beneficial to a prospective buyer.  First, key employees start looking for other jobs, fearing that a new owner may not retain them.  In the uncertainty, customers start looking around and begin shopping elsewhere.  Suppliers get nervous.

This is why a seller or business broker will ask you to sign a non-disclosure agreement.  In this agreement, you confirm that you will not disclose the fact that the business is for sale — except to your professional advisors.  And yes, your spouse is considered a professional advisor.  After all, he/she consults with you often on a professional basis, right?  Just caution your advisors on the need for extreme confidentiality.

If you show that you take the need for confidentiality seriously, you will be regarded as the professional that you are.

The Anonymous Customer

If you’re working with a business broker, he will probably have furnished you with a summary profile of the businesses.  The profile will contain the salient points of the business including gross revenue and earnings.  The first step in analyzing the business might be an anonymous visit posing as a customer.  We call this a reconnaissance run.

As you visit, first, note the location.  Is it appropriately located for the type of business?  As you’re driving into the parking lot, what does the business look like from the street?  What about signage and street identification?  Then as you walk to the entrance, what kind of an impression do you receive?

Once you’re inside, take a close look around.  If it’s a retail establishment, are the shelves full?  Is it clean and neat  Are there customers there?  Are the employees helpful?

What is the general feeling you received from your visit?  If you decide this is a business you want to follow up on, make a list of questions for the owner.  Make this list while your visit is fresh on your mind.  Include anything and everything you’re curious about.

It’s great if the image is good, but don’t despair if it’s not.  As one of my astute clients reminded me recently as I was lamenting the poor street image of one of my offerings, “It’s an opportunity for a new owner to make a difference.”

A word of caution:  While on this visit, don’t talk to anyone in the business about the fact that the company is for sale.  Chances are the employees don’t know it’s for sale.  And even the owner would not be free to talk about it at this point within earshot of customers and employees.  Chat pleasantly about the weather … or college football!  (‘Tis the season, you know.)

The Meeting With the Owner

The next step in this logical sequence of how to analyze any business will be a meeting with the owner.  If you’re working with a business broker, he will set up the meeting at a time convenient for both parties.  He will attend the meeting with you and facilitate the exchange of information.

Be sure to bring your list of questions.  Ask anything you want to.  However, it’s usually best, at this point, not to discuss the asking price of the business or the possibility of owner financing.  That comes later.  But ask anything else that comes to mind.  Nobody knows the business better than the owner.  If you’re meeting at the business, ask for a tour of the facility.

It’s important that this meeting remains informal and cordial.  Remember, you are both checking each other out.  If the owner is going to finance a portion of the selling price, he’s looking at you as much as you’re looking at the business.  It’s a two-way street.

At the end of the meeting, you don’t have to express any commitment.  Simply say something like:  “Well this has been very informative.  Thanks for your time.  Let me consider this new information.”  It might also be a good idea to convey to the owner that the information will be kept in the strictest of confidence.  He’ll appreciate your sensitivity to that issue.

Computing Discretionary Earnings

The next step, and a critical one in how we analyze any business for sale, is to determine the owner’s discretionary earnings.  After all is said and done, what you will be buying is the ability of the business to produce profits.

So first let’s define discretionary earnings.  Some professionals refer to it as adjusted cash flow.  Discretionary earnings are defined as that amount of cash left over after only the necessary operating expenses have been paid that is available for (1) owner’s remuneration, (2) return on investment, and (3) debt service, if any.

Another way to express it is that discretionary earnings are the total owner’s benefit from owning the business regardless of how the owner takes the money out of the business.

Discretionary earnings are not the same as net profit shown on the business tax return.  It’s not the same because of the bookkeeping practices of most business owners.  Simply stated, most business owners make strenuous efforts to reduce any taxable income by running some expenses through the business that are not really necessary to the operation of the business.  This practice reduces tax liability but it also oftentimes masks the true earnings record of a business.

In considering a business, your challenge is to determine its true discretionary earnings.  CPAs sometimes refer to this exercise as the recasting or normalizing of the financial statements.  If you are using a business broker, he has probably already prepared a recasting worksheet on the business.

Here’s an article explaining more about the computation of discretionary earnings.

Now That You’ve Analyzed the Business: To Pursue or Not to Pursue

After computing the discretionary earnings of the business, the next step is to determine if the cash flow is enough for you.

To do this, you need a fairly close approximation of what your debt service, if any, will be on the amount borrowed to buy the business.  After all, it’s the amount left over after debt service that will be available for you and your family to live on.

Your broker will have amortization tables available for debt calculation.  Business loans without real estate generally run seven to 10 years.  With real estate, the term of the loan can be up to 20 years.

The arithmetic from this point is fairly simple.  Just take the yearly bottom line discretionary earnings of the business and subtract the annual debt service.  If the remaining balance is enough to support you and your family, then this business might be one that you would want to pursue.

It probably should be mentioned that the above calculations do not consider any increases in revenue and earnings resulting from new ownership.  Historically, a business will experience a revenue increase of between ten and fifteen percent due solely to a change in ownership.  Nor does this calculation account for any new products and services or other changes that a new owner may plan to introduce.

Now it’s decision time.  If the business is of interest to you, and if it returns the amount of cash flow you need (or can be made to do so), and if you can envision yourself successfully running the business, then you may be ready to move on to the next logical step.

If you’re ready to pursue this business, my next blog post will outline an important step: The Contingent Offer.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

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Here’s How to Value an HVAC Business

Posted on August 31, 2020 by William Bruce

Here’s how to quickly estimate the value of an HVAC business.

The valuation of privately held businesses is sometimes confusing.  But fortunately for heating, ventilation and air conditioning – HVAC – businesses, we have valuation formulas that will yield a pretty close approximation of value.  In determining how to value an HVAC business, let’s take a look at two valuation formulas.

Two frequently used formulas that professionals use to value an HVAC business involve (1) a percentage of gross annual revenue, and (2) a multiple of discretionary earnings.

First, let’s consider the formula that uses a percentage of gross annual revenue.  One widely respected reference source says that HVAC companies are worth somewhere in the range of 35 to 50 percent of annual revenue plus inventory stocked for resale at cost.  Where within this range a particular business falls depends on several factors discussed below.

The other formula maintains that HVAC businesses can be valued by using a multiple of yearly discretionary earnings.  What are discretionary earnings?  The number is sometimes also sometimes referred to as adjusted cash flow.

One easy way to define discretionary earnings is to explain that it is the total financial benefit to the business owner from his/her ownership of the business, regardless of how he/she takes that benefit out of the business.  For a more detailed description of the term, take a look at this article.

So with the term defined, let’s again quote a respected industry source which asserts that HVAV businesses are valued at 2 to 3.5 times discretionary earnings plus inventory for resale at cost.  This valuation based on a multiple of discretionary earnings is generally considered more accurate than the formula that uses a percentage of revenue.  After all, earnings are more important to value than revenue.

The formulas do not include the value of any real estate.  Any realty included in the transaction should be added to the final formula result, and as stated above, the cost of any inventory which is on hand for resale should also be added.

So where in the two ranges quoted above would a particular business fall?  Listed below are some of the factors to consider:

  • Location in a growing area with a strong local economy adds value.
  • A clean set of books and tax returns bring value to the company.
  • A trend of growing revenue and profits definitely creates value.
  • A good staff including a general manager and well-trained technicians adds value.
  • Conversely, an overreliance on the owner for management lower value.
  • A large number of annual maintenance contracts for recurring revenue adds value.
  • A significant portion of income derived from new construction lowers value.
  • Higher revenue and profits command higher multiples of discretionary earnings for valuation purposes.

However, an HVAC company, like any business, is worth what a willing seller and a willing buyer, with no undue pressure on either party, are able to agree upon as the market value of the company.

If my firm can assist you with your valuation or transfer of ownership processes, please don’t hesitate to contact me.  My office is 251-990-5934 and my email is Will@WilliamBruce.org.

Here are three additional articles that might be of assistance:

Using Rules-of-Thumb to Quickly Estimate Business Value

The Top 3 Critical Issues in Buying or Selling a Business

The Critical Question of Price When Selling a Business

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership.  He currently serves as president of the American Business Brokers Association.  His practice includes consulting services nationally on issues of business valuation and transfer.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

 

 

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