Buying or Selling a Business? You Must Know the Differences in an Asset Versus a Stock Sale.

The differences explained between corporate stock versus an asset sale when buying or selling a business.

The differences between the two methods of buying or selling a business can be critical.

By William Bruce

Are you confused about the differences between an asset sale and a stock sale when buying or selling a business?

My business brokerage firm is often asked about the differences.  The differences between a stock and asset sale can be critical in the sale of small to medium-size privately-held businesses

First, let’s define each.  In an asset sale or acquisition, selected assets are bought from the selling entity by the buying entity.  Those “selected assets” usually include all of the operating assets of the business plus the intangibles (trade name, goodwill, etc.).  No liabilities of the selling entity are assumed unless specifically agreed upon by both parties.

A corporate stock sale is just the opposite.  The buyer purchases the outstanding shares of stock in the corporation held by the seller.  The purchaser thereby assumes, through the stock acquisition, all of the assets and liabilities (known and unknown) of the company.

The same concept applies to a Limited Liability Company (LLC).  Instead of shares of stock, the buyer purchases the seller’s membership in the LLC and thereby assumes the assets and liabilities of the company.  In this article, when referring to corporate stock transactions, the same considerations apply to LLC membership transfers.

What are the advantages and disadvantages of each?

The critical advantage of an asset sale to the buyer of the business is that none of the UNKNOWN liabilities are assumed.  The potential of unknown liabilities is the real problem.

I remember from my law school days, the typical textbook example is a slip and fall accident in a business. The owner of the businesses is unaware of the incident when he/she sells the company.  A couple of years after the sale of the business, the accident victim files suit for damages.  In a corporate stock sale, the new owner of the business is on the hook for that accident.  Not so in an asset purchase.

It’s this kind of potential exposure that causes most lawyers for business buyers to strongly – very strongly – advise against a corporate stock purchase when acquiring a small to medium size privately held business.

Another advantage to the business buyer in an asset versus a corporate stock purchase is that the new owner of the business gets to set up the individual assets on a new depreciation schedule and start depreciating the assets all over again.  This provides a significant tax deduction for several years.

In the acquisition of the corporate stock of a privately held business, the buyer assumes the existing corporate depreciation schedule in which, most likely, the assets have been fully depreciated, providing little to no tax shelter in the coming years.

On the other side of the table, an advantage to the seller in a corporate stock sale is that most of the proceeds of the sale are taxed at the lower capital gains rate.

However, 90-plus percent of the small to medium-size privately held business ownership transfers that my firm has been involved in have been asset sales, primarily due to the liability exposure issue.  I remember one instance when we nearly had to peel a lawyer off the ceiling when his client thought he might want to buy a business in a corporate stock acquisition!

As a practical matter, about the only time we get involved in a corporate stock sale is when the corporation holds licenses that are not transferrable. Durable medical equipment dealerships are an example with their licenses and contracts from Medicare, Medicaid and BlueCross-BlueShield.

Should you have any questions about this or other issues involved in business ownership transfers, don’t hesitate to call or email.  Please be aware that I’m neither an attorney nor an accountant, but hey, I did spend the night in a Holiday Inn Express last week!

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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.  His practice includes advisory services nationally on issues of business valuation and transfer.  He currently serves as president of the American Business Brokers Association.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.
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How to Conduct Due Diligence When Buying a Business

By William Bruce

How important is due diligence when buying a business?  It’s the most important step in the process.

Due diligence is a fancy term.  In How to conduct due diligence when buying a business.practical use, it can be summarized as that phase in the purchase of a business when (1) you verify the accuracy of the information that you’ve previously been furnished and (2) you make sure that there are no serious, undisclosed problems with the business.

In this step, you will inspect the books and records of the company to verify the financial information.  You will also check whatever appropriate sources are necessary to make sure there are no undisclosed problems lurking around the corner that would adversely affect the business.

We’re assuming that you have made a written contingent offer to buy the business and that you and the seller have agreed on price and terms, possibly after some back and forth negotiations.  Now the transaction is contingent upon your due diligence investigation.

The “Books and Records”

After the seller has accepted your contingent offer, you are entitled to all the books and records of the business.  Since you’re this far along in the transaction, you most likely already have the profit and loss statements and the tax returns.  At this point, you can ask the seller any questions you want about information contained in any of these records.  In fact, you will probably need his assistance in interpreting some of these financial reports.  Don’t be shy.  Ask for any clarification you need.

You may also want to look at other documents such as the bank statements to verify deposits, the monthly sales tax reports if there is a question about sales revenue or the seasonality of sales during different times of the year.  Also the quarterly payroll reports should be available for your inspection if there is any question about wages.

Again, this is the time for you to satisfy yourself as to the accuracy of the information you were previously given and upon which you based your contingent offer to purchase the business.

The Other Issues

The other points to be covered during due diligence involve questions about key employees and the legal, regulatory, and environmental issues plus the lease if the business is in a leased location.  Checklists for each of these areas of inquiry are readily available online.  Just be aware that this is not General Motors buying Ford.  Those kinds of checklists will fill a library!

Remember, in an asset sale, you are buying selected assets of the business and assuming none of the liabilities.  (In a corporate stock sale or LLC membership sale, all issues would definitely remain for the new owner.)  However, even in an asset sale, there are some issues that might legally follow the assets, so you need to be aware of any problems that might exist, and make sure they are handled to your satisfaction.  For example, unpaid payroll taxes follow the assets regardless of the type of sale.

Now if everything checks out all right – and in the majority of cases it does – then you are almost to the finish line.  As the astronauts say near the end of the countdown to blastoff, “We’re good to go.”

If I can answer any questions or assist in any issues involved in buying or selling a business, please don’t hesitate to contact me at (251) 990-5934 or Will@WilliamBruce.org.   To subscribe to this blog, please see the top right portion of this page for the place to insert your email address.  (Don’t worry, we will not sell or use your email address for any other purpose!)

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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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Buying or Selling a Business? Use These 7 Negotiating Tips.

When buying or selling a business, using these 7 negotiating tips will lead to a less stressful experience and a more successful outcome.

In previous articles, we’ve discussed the steps involved in buying a business including how to analyze a business and making the written offer.  Once the initial written offer has been made, the transaction usually enters the negotiation phase.

The negotiation phase is really not complicated.  Most likely you’ve already bought a car and/or a home.  The negotiations over the price of a business are similar.

The initial offer is usually lower than you actually think you’ll wind up buying or selling the business for.

More than likely, there will be a counter offer to the original offer.  You can then accept this figure or continue the ping-pong match with additional counter offers until a number is reached that is acceptable to both parties.

From years in the arena, this is what I have learned about successful negotiations:

1.  The services of a business broker as an intermediary in this phase can be valuable.  If the buyer and seller negotiate face-to-face, chances are high that ill feelings will be aroused.  Even some innocent comment by one of the parties is oftentimes taken the wrong way and the whole transaction blows up.  It’s an extremely sensitive phase of the process.  (But hey, I’m prejudiced.  I’m a business broker!)

2.  If you are a cash buyer, you’re in a stronger position to bargain on price.  If you’re asking the seller to finance a significant portion of the purchase price, you still have some room to negotiate but maybe not quite as much.

3.  If it is not a distress sale, don’t expect to buy the business at a distress sale price.  If it is a distress sale, the business is worth the depreciated value of the furniture, fixtures, equipment and inventory.

4.  If you’re going through a business broker, use him/her.  He’s been involved in similar negotiations dozens of times before.  At each step of the negotiations, ask him for his thoughts.  You don’t have to take his advice, but asking for his input could be advantageous.

5.  Respect the other party.  After all, you’re going to be working together and need to be on good terms during the training and transition phase after closing the transaction.  Don’t make ridiculous demands (e.g.: “This offer is good for one hour only, take it or leave it.”)

6.  Don’t be “penny wise and pound foolish.”  (Is that the right cliché?)  Well anyway, you know what I mean.   Don’t “lose the kingdom for want of a.…  (Now I’m in trouble.  I’ve forgotten the rest of that one!)  I think you get the point.  Don’t lose a good business haggling over a few bucks.

7.  Relax as much as possible and always stay professional.  Never lose your cool.  By now, you’re getting pretty close to landing your own business!

Once you have come to an agreement on price and terms, move on to the next phase with all deliberate speed.  The next phase is the due diligence investigation and is covered in my next post.

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.   He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

 
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Buying a Business? Here’s How to Write a CONTINGENT Offer.

Let’s say you have looked at several businesses for sale and narrowed it down to the one that you want to pursue.  You think you might want to write an offer to buy this business, but you’re not quite sure.  You have a little anxiety about the unknowns. In such a situation, writing a  CONTINGENT offer to buy the business is the answer.

The Problem

How to write a contingent offer to buy a business.

When making an offer to buy a business, be sure to make it contingent upon the due diligence investigation.

The problem, bluntly stated, is that the seller of the business does not want every Tom, Dick and Harry going through his private books and records, some of which might be very sensitive for one reason or another.

Let me ask you at this point to stand in the seller’s shoes for a moment.  He has taken the big step of putting his business up for sale.  This may have been a tough emotional decision for him.  And he probably has the same heightened level of anxiety as you do about the future transaction.

Now his business is up for sale and before long, he’s got all sorts of strangers asking him to let them look through his most private records.

As a business broker, I can verify that this is a real problem.  Some people who look at businesses have no real intention of ever buying one.  They are what we call “tire kickers.”  They will look forever and never make a purchase.  Others may have a real interest, but when push comes to shove, they lack the financial capacity to make the purchase.  Still, others may have the financial capacity but are unwilling to pay the owner anywhere near an acceptable price for his business.  There have also been instances in which a competitor sent in a stranger to check out the business.  And all of these people will demand to paw through the seller’s private books and records.

Now you may step back into your own shoes.  The brief visit to the seller’s side of the desk, I hope, gives you an understanding of the problem.

The Solution

The safe solution is to write a contingent offer to buy the business.

Simply stated, it works like this.  You, as the prospective buyer of the business, assume for the moment that the preliminary information furnished to you on the business is accurate.  You should by now have at least the annual revenue and cash flow of the business plus the other important numbers.

You then base the amount of your offer to purchase the business on those numbers, but with the following verbiage written into the contract as a condition of the offer:

This offer to purchase said business is fully contingent upon the buyer’s inspection of all the books and records of the business and the buyer’s satisfaction with the information contained therein.

This verbiage in the contract fully protects you.  If you find, during your inspection of all the books and records, including the tax returns, that the numbers furnished you were not correct, then you have the perfect right to terminate the contract and walk away with no further responsibility.  Any earnest money deposit held in trust is promptly refunded.

This procedure also protects the seller, as he knows that you are now serious about the transaction.  You and the seller have come to an agreement on price and terms – possibly after some counter offers – and you have put up an earnest money deposit.  The seller should now regard you seriously, and accordingly will open up all of his books and records for you to inspect.  This inspection phase of the transaction, by the way, is referred to as due diligence and is covered in this article.

The contingent offer to buy the business is actually a win-win situation for both parties.  It assures the seller that the buyer is serious and it protects the buyer in case the information that has been furnished is not accurate.

The Other Contingencies

There are other contingencies that you also might want to include in the contract.  For example, if you are borrowing the money with which to purchase the business, you would need to include the following language to protect yourself if you don’t already have the loan approved:

This offer is fully contingent upon the buyer obtaining satisfactory financing for the purchase of the business.

And if the business operates from leased premises, you would want to include the following proviso:

This offer is fully contingent upon the buyer’s assumption of the existing lease for the business premises or otherwise negotiating an acceptable lease with the landlord for said premises.

Other items that should be included in the purchase contract

  • The Closing Date and Place. Pick a closing date that will give you enough time to inspect the books and records of the business, get your loan approved and take care of any other issues.
  • Inventory Level. If the business carries inventory for resale, this is where you agree on the amount of inventory that must be on hand on the date of closing.  This should be the amount of inventory normally carried by the business in the normal course of doing business.  Your broker should have this figure.  The purpose of this provision is to prevent an unscrupulous seller, between the date of the agreement and the date of closing, from selling out the inventory and leaving the buyer with empty shelves.  You and the seller jointly take inventory on the day of closing.  If the inventory level, at cost, is below the figure specified in this paragraph, the purchase price of the business goes down by the amount of the shortage.  Conversely, if the inventory is over the specified level, the price of the business is adjusted upward by the amount of the surplus.  This is fair to both parties, and if the inventory discrepancy is small, the difference is usually waived, as both parties understand that it is impossible to quote an exact inventory figure in advance for any given day.  But the provision is there for protection if it needs to be invoked.
  • Training. You and the seller need to agree on the number of days training you think you will need from the seller.  Normally, this ranges anywhere from one to two months.
  • Non-Compete Agreement. You don’t want to buy Ms. Jones’s gift shop and then next month see Ms. Jones open a competing shop right down the block.  This provision prevents that possibility.  You simply agree on the distance and time limitation in this paragraph of the contract.
  • Removal of Contingencies. Remember all of the discussion above of the contingencies: inspection of the books, the lease and loan approval.  At some point, these contingencies are satisfied or waived by the buyer.  This part of the contract is where you decide how much time you’re going to need to accomplish any work needed to satisfy yourself as to these contingencies. Ten to 15 days prior to the closing date is customary.  After satisfaction of the contingencies, the contract then becomes binding on both parties, and the closing documents can be prepared.
  • Offer Deadline. This provision gives the seller a deadline for response (acceptance or counter-offer) to your offer.  If there is no response from the seller by this date and time, your offer is legally null and void and you have no further liability.  Two or three days are long enough here, unless there are unusual circumstances.

Readers can request by email a copy of William Bruce’s 67-page booklet, “How to Buy a Business in a Safe and Organized Way.”  The booklet contains a sample of an Offer to Purchase Agreement.  The email address is Will@WilliamBruce.org.

Now, take a deep breath.  It’s really not as complicated as most folks seem to think.  And we’re just getting to the fun part – the negotiations, which is covered in a separate article.

Please don’t hesitate to call or email me if my office can be of assistance.

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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

His booklet “How to Buy a Business in a Safe and Organized Way” contains a sample Offer to Purchase Agreement.  You can obtain a complimentary copy by contacting William Bruce.

(C) Copyright William Bruce.  All rights reserved.

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Using Rules-of-Thumb to Quickly Estimate Business Value

By William Bruce

Using rules-of-thumb to estimate business value

Here’s how to use rules-of-thumb to quickly estimate the value of a business.

Using rule-of-thumb guidelines to estimate business value will give you a close approximation of the value of a business.

Certain situations require a formal, written, fully documented business valuation.  However, what we’re talking about here is not a formal appraisal but rather the informal methods of quickly approximating the value of a business entity by using widely accepted rules-of-thumb to estimate the value of a business.

All of the guidelines we’ll quote are based on the opinions of industry experts and averages derived from hundreds of completed transactions reported to national databases.

The Two Methods

Two commonly used methods of quickly approximating value are: (1) applying a multiple to the discretionary earnings of the business and (2) applying a percentage to the annual gross revenue of the business.

The most accurate of the two guidelines seeks to approximate the value of a business by applying a multiple to the company’s discretionary earnings.  What are discretionary earnings?  Discretionary earnings are NOT the profit or loss that you show Uncle Sam on your tax return.  To put it delicately, almost all business owners run some expenses through the business that are — a’hem — not absolutely necessary to the operation of the business.

What Are Discretionary Earnings?

Discretionary earnings are the total cash that the business generates in a year that is available to the owner after deductions for only the necessary operating expenses.  Another way to define discretionary earnings is that it is the “total owner’s benefit” derived from owning the business, regardless of how the owner takes the money out of the business.  Here’s an article explaining the subject in more detail.

The Multiple of Discretionary Earnings Method

Almost all privately held businesses will appraise for somewhere between one to five times discretionary earnings.  Exactly where in this range that a specific business falls depends on the type of business.

From the database of completed transactions, we know that an air-conditioning/heating contractor, for example, is valued at approximately 2 to 3.5 times discretionary earnings.  A retail gift shop is worth about 2.5 to 3.5 times discretionary earnings.  Home health care is 2 to 4 times; dry cleaners are 2.5 to 3.5  Wholesale distributors, in general, are valued at between 2.75 to 3.75 times discretionary earnings.  Where within these ranges by category a particular business falls depends on many factors considered by valuation experts.

The Percentage of Revenue Method

A less accurate method of estimating the value of a business is to apply a percentage to the company’s annual gross revenue.  For example, a full-service restaurant with a liquor license will be worth about 30% annual gross revenue if — big “if” — it’s earning the average bottom line profit for its peer group.

As other examples, auto service shops will be valued at 30 to 40 percent of annual gross revenue and long-haul trucking companies at approximately 40 percent.

These Items Should be Added to the Guideline Results

None of these appraisal guidelines include the value of any real estate or inventory on hand.  If the business owns real estate, the value of the realty should be added to the guideline result.  And inventory, at cost, should also be added to obtain the total estimated value of the business.

In Summary

However, you as the owner, seller or buyer of the business are the final arbiter of what the business is worth to you. Remember, these guidelines are only averages.  And the guidelines certainly don’t take into account any special considerations or any future plans that an owner might have for the business.  What a particular business might be worth to you may be more or less than it’s worth to the next person who looks at it.

One final observation:  Interestingly, there is little geographic deviation in the value of businesses.  A gift shop in Alabama with similar financial performance is worth about the same as one in California.

Here are additional articles that might be of interest: How to Analyze a Business You’re Considering BuyingHow to Make a Written Offer to Buy a Business and How to Handle the Due Diligence Investigation When Buying a Business.

If you have questions about business valuation, please contact me at (251) 990-5934 or Will@WilliamBruce.org.  In addition to estimates of value using rule-of-thumb guidelines, we also produce written, fully documented business appraisals for banks, business buyers and sellers, minority / majority partners and others.

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William Bruce is a business broker, an Accredited Business Intermediary and a business valuation specialist.  He currently serves as president of the American Business Brokers Association.  His practice includes consultations nationally on matters involving business valuations and transfers.  He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

(C) Copyright William Bruce.  All rights reserved.

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Become a Business Broker with ABBA Business Broker Training

Do you want to become a professional business broker?  If so, there is no better option Become a business broker; business broker trainingthan the business broker training program offered by the American Business Brokers Association.

For individuals considering becoming business brokers, the business broker training seminar conducted by the American Business Brokers Association (ABBA) is held several times a year in various locations around the country.  The seminar is a very focused 2-day hands-on weekend class that is always conducted on a Saturday and Sunday.

The ABBA has been offering in-person, hands-on, independent business broker training to aspiring business brokers longer than any other organization.

After completion of the seminar, attendees are awarded the professional credential of Accredited Business Intermediary (ABI).  The program also includes unlimited on-going support afterward as individuals develop their brokerage careers.

The seminar instructor is William Bruce, president of the American Business Brokers Association and a full-time business broker.  His contact information is here.

To get an idea of what’s involved in the practice of business brokerage, please read our article entitled “What Do Business Brokers Do.”

And here’s a video produced by Business Broker Media Services in collaboration with the American Business Brokers Association with predictions for the future of the profession after the Corovavirus pandemic subsides.

For additional details on the seminar including future locations, class syllabus, and costs, please visit the website of the American Business Brokers Association.

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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 a Restaurant or Bar Business

By William Bruce

How to value a restaurant or bar business.

Wondering what a restaurant or bar business is worth? Here’s how to value.

As a business broker and appraiser, I’m often asked how to value a restaurant or bar business.  The valuation of a restaurant or bar business is not an exact science but there are guidelines and rules-of-thumb that can be used for a close approximation of value.

If you have a restaurant or bar business for sale or maybe you’re considering buying one, these valuation formulas will get you in the ballpark.

Certain situations require a formal business appraisal including the larger merger-acquisition transactions, SBA loan applications, management performance tracking, estate planning, divorce — or the most dreaded of all — IRS issues.  After all, a professional, fully documented appraisal certainly takes the guesswork out of the situation.

However, what we’re talking about here is not a formal appraisal but rather the informal methods of quickly approximating the value of the restaurant or bar.  All of the guidelines we’ll quote are averages derived from hundreds of completed transactions reported to regional and national databases.

There are two methods of quickly approximating the value of a business: (1) applying a multiple to the discretionary earnings of the business and (2) applying a percentage to the annual gross revenue of the business.

The most accurate of the two methods seeks to approximate the value of a business by applying a multiple to the company’s discretionary earnings.

What are discretionary earnings? It is NOT the profit or loss that you show Uncle Sam on your tax return. To put it delicately, almost all business owners run some expenses through the business that are — a’hem – not absolutely necessary to the operation of the business.

Discretionary earnings are the total cash that the business generates in a year that is available to the owner after deductions for only the necessary operating expenses. Another way to define discretionary earnings is that it is the “total owner’s benefit” derived from owning the business, regardless of how the owner takes the money out of the business. It is the amount of cash left over after only the necessary expenses that is available for (1) owner’s remuneration, (2) return on investment and (3) debt service, if any.

Here’s an article that explains the term: What are a Business Owner’s Discretionary Earnings.   If you’re not exactly sure of how to calculate, an accountant or professional business broker can compute it for you.

Almost all restaurants and bars will appraise for somewhere between 1.5 to 3.0 times discretionary earnings.  Exactly where in this range that a specific operation will fall depends on what type of bar or restaurant, size of the operation, location, revenue trends and other factors.

The second method of estimating the value of a business is less accurate.  This method applies a percentage to the operation’s annual gross revenue to approximate value.  This method of appraisal assumes the bar or restaurant is earning the average bottom line profit for its peer group.  That’s a big assumption!

But making that assumption, we know that a full-service restaurant with a liquor license will appraise for somewhere between 30 and 35 percent of gross annual revenue.  Bars will average between 35 and 45 percent of annual revenue in appraised value.  Coffee houses will appraise for about 40 percent of revenue.

A quick check of a few popular food franchises reveals the following average appraisal guidelines expressed as a percentage of gross annual revenue: Beef O’Brady’s 22%, Chick-Fil-A 65%, Dairy Queen 45%, Domino’s Pizza 52%, Panera Bread 37% and Subway at 65%.  For a more complete list of franchise valuation formulas, including many restaurants, please see our article “What is a Franchise Really Worth.”

None of these appraisal guidelines include the value of any inventory on hand or real estate.  If the business owns real estate, the value of the realty should be added to the guideline result.  And inventory, at cost (food and liquor only), should also be added to obtain the total estimated value of the business.

However, you as the owner, seller or buyer of the business are the final arbiter of what the business is worth to you.  Remember, these guidelines are only averages. And the guidelines certainly don’t take into account any special considerations or any future plans that an owner might have for the business. What a particular business might be worth to you may be more or less than it’s worth to the next person who looks at it.

Should you need advice on restaurant or bar valuation considerations, please don’t hesitate to call or email.

Here are additional related articles that might be of interest:

What is a Franchise Really Worth (includes the valuation of most food service franchises)

How to Analyze a Business You’re Considering Buying

How to Make a Written Offer to Buy a Business

How to Handle the Due Diligence Investigation When Buying 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. 

Follow William on Twitter and LinkedIn.

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How to Sell a Business: First, Have a Good Reason When Selling a Business

Selling Your Business

Selling Your Business

By William Bruce

The decision to sell your business may not be easy.  In fact, it may be agonizingly difficult.  This is the first step in the “”How to Sell a Business” series.

You probably have an emotional attachment to the business.  Over the years, you have attracted a lot of customers and developed many friendships among them.  You have also hired and trained a talented group of employees who look to you for their very livelihoods.

And in America, people are identified by how they make their living. Your identity is directly tied to your business, so it’s no wonder that the decision to part with your business is difficult.

But things change.  And at some point in their life, most business owners decide, for good reasons, that the time has come to sell their business.

One of the motivations for writing this is that many business owners have told me the same thing.  They say that once they make the decision to sell, they don’t have a very clear idea of how to go about it.  They have spent their business lives managing their company – and in most cases doing a very good job of it – but they have never actually sold a business. It’s definitely a different “ballgame.”  Selling a business in today’s business environment is a major project fraught with many pitfalls. It can be compared to a narrow path winding through a field of landmines. The issues are numerous including pricing, confidentiality, offers, negotiations, financing, due diligence, taxes, and government regulations to name just a few.

Professional advice and assistance to guide you through the minefield is the best “insurance policy” you will ever buy.  But then, I’m prejudiced.  You see, I have one of the best jobs in the country.  In case you haven’t yet guessed, I’m a business broker!

In this series of articles, I’ll be discussing various issues involved in the sale of a business.  More will be posted later, but my first piece of advice to an owner considering selling his or her business is: “Have a good reason.”

Be able to give a good reason.

This may seem obvious.  However, it’s important to be able to give a good reason for selling your business. The very first question most prospective buyers ask is “Why is the business for sale.”

Buyers are naturally suspicious.  For most, buying a business will be the most important financial decision they will make in their lifetime, and because of it, they will have a heightened level of anxiety about the whole situation.

Some of the business buyers with whom I’ve worked in the past have expressed the thought that if a business is for sale, there must be something wrong with it.  This is not always the case, of course, and being able to answer this concern with a logical response will be of tremendous value in the sales process.

These are all good reasons

There are valid reasons that some very good privately held businesses are for sale.  The first reason most people would think of is retirement.  Another is the fact that the owner may be experiencing health problems that prevent him or her from managing the business as usual.

Other reasons may involve estate planning situations in which the owner would rather leave liquid assets that can be split more easily among several heirs than a business entity.

Still other legitimate reasons could involve friction among the owners.  This kind of situation can become particularly serious if the friction is among family members who jointly own the business.  I recently handled the sale of a business in which the real motivation to sell was to prevent further deterioration of the family relationships.  The differences among the partners were serious enough that they would surely have led eventually, if they stayed in business together, to an ugly family split-up.  The partners correctly decided that it was better to sell the business and preserve the family.  Each partner took their portion of the cash from the sale and went their separate ways.  And now they are still congenial when they get together at Thanksgiving and Christmas!

Perhaps the most common reason that a business is for sale is one that might not be readily apparent.  But as a business broker, I see it frequently.  And I’ll simply label it as “burn out.”  After an owner has operated the same business for a number of years, some just plain get burned out.  Some people are more prone to burn out than others.  It’s highly subjective but certainly understandable.

On a personal note, I experienced it in a previous business that I owned.  After 15 years, when it got to the point that I didn’t want to see customers come in the front door because I knew I’d have to spend time with them, I knew it was time to get out!  Burn out is real and I see a lot of it.

In summary

So in summary, be able to give a good reason for selling your business.  It’ll get you started off on the right foot.

In future articles, we will cover the additional issues involved in the successful sale of a business.

Readers of this blog can order the entire series of articles by requesting the 26-page booklet, “How to Sell Your Business While Avoiding Costly Mistakes.”  To request your copy, please email William Bruce at Will@WilliamBruce.org.

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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. 

Posted in Valuing, Buying or Selling a Business | Tagged , , , , , | 7 Comments

The Top 3 Critical Issues in Buying or Selling a Business

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:

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.

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.

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 a 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!

If I can assist you with any considerations involved in the 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.   He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org. 

 
Posted in Business Valuation & Appraisal, Valuing, Buying or Selling a Business | Tagged , , , , , , , , , , , , , | 16 Comments

8 Ways Business Owners Can Take Advantage of the Federal Stimulus Package

Thanks to Entrepreneur, this is the best list and explanation of the various financial assistance programs available to business owners during the Coronavirus pandemic.  Included are descriptions of:

  1. Stimulus Checks
  2. Economic Injury Disaster Loans (EIDL)
  3. Paycheck Protection Program (PPP)
  4. SBA Loan Forbearance
  5. Increased Access to Retirement Accounts
  6. Unemployment
  7. Paid Sick Leave
  8. Family Medical Leave (FMLA)

Read the full article by Entrepreneur here:  https://www.entrepreneur.com/article/348710.

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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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