What's Behind the Numbers

Have you had a recent decline in sales and/or profit in your business? It's so important to know what the full story is behind the numbers. An economic slump, a dying industry, and new competition can all play a role in decreased sales. Sometimes, there may also be a postiive story behind the scenes.

Maybe you've been really burned out and hired additional employees to help carry the load. Perhaps the street was torn up for a period of time. A bit of investiation might uncover a legitimate reason for a decline in sales and/or profits. This would be important information in regards to selling the business and also an area that a professional broker can help uncover.

courtesy of Business Brokerage Press

Costco's Small Business Article on Closing the Deal hits it out of the ballpark!

The following is an excerpt from a recent article in the August 2012 publication of The Costco Connection. This article on selling a business, in our estimation, hits a home run... with bases loaded!

Closing the deal

Eight essential steps for selling your business

By Harvey Meyer
The Costco Connection
August 2012; p22-23

When Tom Schraminski was selling his small healthcare firm, he joshed that he required "intensive psychotherapy" to cope with the aftershocks. Such was the roller coaster of emotions he confronted during and after what is often a life-changing event.

It can be very traumatic," says the Costco member, who now is a vice president for American HealthCare Capital, a Marina del Rey, California-based national mergers and acquisitions firm. It's not unusual for small business owners to encounter emotional swings when putting their "baby" up for sale. After all, many have poured their heart, soul, sweat, tears and identity into their enterprises.

Many small proprietors are skilled at operating their companies, but they're ill prepared for all that happens when it comes time to sell.

To read more of Costco's very insightful article and the eight steps for selling your business... click here. As seasoned brokers, we can tell you they are right on the money.

Sell Now or Later?

By Ralana D Abraham, Business Broker
Sunbelt Business Advisors of Indiana

If you are considering holding off on selling your business you may want to reconsider.

Recently I have read several great articles and sat in on presentations expounding on tax implications, regulatory implications and the availability of buyers… and am convinced that now more than ever sellers need to realize what the current economic and political environment really means for them and their future… and why selling now truly is a better option.

There are several very good reasons to sell now… among them the looming tax changes for higher income tax-payers, increased regulation for small businesses making the costs of doing business higher, and the increased incentive for buyers to buy in this market.

To read the full article and learn more about the reasons to sell now... click here.

Top Four Factors in Closing a Deal

1. The assurance of a prompt closing - Deals that are allowed to drag are more at risk of falling through. Sellers, buyers, and the related professionals should all be motivated to keep the process moving. This does not mean glossing over issues and concerns in order to close the sale, but dealing with each step of the process in a timely manner. A professional business intermediary can be a big help in keeping the momentum of a sale moving forward.
2. How the deal is structured - This includes such things as cash, stock, contingencies, earn-outs, representations and warranties, etc.
3. Full price and/or the considerations
4. Legal and/or governmental issues - Obviously, the presence of such issues can be a hindrance to the successful closing of a deal. A business owner will want to address these issues before placing a business on the market.

Benefits of Meeting with a Business Broker in person...

Whether you are ready to list now or are considering in the next fews years, as you move forward with the sale of your business, you will want to consider all of your options. Speaking to a qualified business broker is one of the first steps you are going to want to take. You will be better prepared to move forward whether you list with the broker or not. Arming yourself with all the tools available to you is always a good idea. But, do not think a quick conversation over the phone is going to give you a full picture of the advantages that a business broker can offer to the situation.

A qualified business broker can render an initial opinion of value, and recommend courses of action to market your business. In order to do so, you will want them to have a full picture of your business. An on-site meeting can give your potential broker a better understanding of your business. You want them to see it as more than just the numbers. Your business has a flavor, and should you decide to list, the better understanding the broker has the more likely they are to concentrate on that right-fit buyer, the one most likely to see the value and succeed in your business...

Click here to read my full  article, and respond with a comment. Would love to hear what you have to say...

Ralana D. Abraham
Business Broker, Dir. of Marketing
Sunbelt Indiana

Are you sure you're ready to sell?

You may have decided it's time to sell, but before you begin the M&A process, you need to take a good, hard look at what you plan to put on the block. Just because you're ready doesn't maean buyers will be interested - particularly if this is the first time you've thought about preparing your business for sale.  Prospective buyers won't just scrutinize your business, but they'll also compare it to other opportunities in the marketplace.

Asking tough questions
With the help of your M&A advisors, go over your company with a fine-tooth comb, just as a buyer will during the due diligence stage. Evaluate everything from debt levels to personnel to customer relationships and address any issues that are likely to give potential buyers pause, such as too much business concentration in only a few customers.

To read the full article by the staff at SunbeltMergers.com click here.

Exit Planning:Prepare for an out while you're still in

Running a successful business is time consuming, leaving you little time to plan what may seem like distant succession issues. It's important, however, to outline an exit plan and make succession decisions as early as possible. Evaluating and grooming possible successors or preparing for an outside sale can take years. And it's never too early to make retirement and estate plans.

Take stock
Before determining where you want to be when you're ready to retire, assess where you and your business are financially today. Prepare a detailed financial analysis of your business with the help of a valuation professional. This expert will review historical data to determine its current value.

Click here to read the full article by the staff at SunbeltMergers.com.

Negotiating the Price Gap Between Buyers and Sellers

The terms of the deal are extremely important to both parties involved in the transaction. Many times the buyers and sellers, and their advisors, are in agreement with all the terms of the transaction, except for the price. Although the variance on price may seem to be a "deal killer", the price gap can often be resolved so that both parties can move forward to complete the transaction.

Listed below are some suggestions on how to bridge the price gap.

• If the real estate was originally included in the purchase price, the seller may choose to rent the premises to the acquirer rather than sell it outright.
• The purchaser can acquire less than 100% of the company initially and have the option to buy the remaining interest in the future.
• A subsidiary can be created for the fastest growing portion of hte business being acquired.
• A royalty can be structured based on revenue, gross margins, EBIT, or EBITDA.
• Certain assets, such as automobiles or non-business-related real estate, can be carved out of the sale to reduce the actual purchase price.

Although the above suggestions will not solve all of the pricing gap problems, they may lead the participants in the necessary direction to resolve them. The ability to structure successful transactions that satisfy both buyer and seller requires an immense amount of time, skill, experience and most of all - imagination.

Creating Value in Privately Held Companies

Creating value in the privately held company makes sense whether the owner is considering selling the business, plans on continuing to operate the business, or hopes to have the company remain in the family. Building value should focus on six components:

• the industry
• the management
• products or services
• customers
• competitors
• comparative benchmarks

Click here to read the full article Courtesy of the Business Brokerage Press.

Why Your Company Needs a Physical

Complements of Business Brokerage Press

Many executives of both public and private firms get a physical check-up once a year. Many of those same executives think nothing of having their investments checked over at least once a year - probably more often. Yet, these same prudent executives never considering giving their company an annual physical, unless they are required to by company rules, ESOP regulations or some other necessary reason.

A leading CPA firm conducted a survey that revealed:

• 65% of business owners do not know what their company is worth;


• 75% of their net worth is tied up in their business; and


• 85% have no exit strategy

They are many obvious reasons why a business owner should get a valuation of his or her company every year such as partnership issues, estate planning or a divorce; buy/sell agreements; banking relationships; etc.

No matter what the reason, the importance of getting a valuation cannot be over-emphasized...

To learn more... click here to read the full article.

Check out this great article on financing a business from BusinessNewsDaily...

Today there was a great article on BusinessNewsDaily.com, "7 Ways to Finance a Small Business" By David Mielach, Staff Writer.

What makes this article great is not only its inciteful synopsis of the 7 ways to finance, but also the breakdown of each one including advantages and disadvantages. According to Mr. Mielach, the 7 ways to finance are...

• Small Business Administration Loan


• Friends and Family


• Home Equity Loan


• Credit Cards


• Angel Investors


• Venture Capitalists


• Strategic Investors

The only one he may have missed, is of course financing the purchase of an existing business through use of retirement funds. Other than that, this is a great read for both buyers and sellers alike to educate themselves. It is definitely worth a read.

Click here to read the full article.

Staffing Decisions - 2 Options if you are going to sell

One area that has the potential to affect the value of your business is the staffing of your business. If you are thinking about selling, you may want to consider two different options.

1. Outsourcing

Many services, especially in today's environmen of the self-employed, can be outsourced. Replacing workers is not pleasant and should only be done if substantial savings can be realized, but outsourcing is worth investigating.

When evaluating the potential savings, you will want to compare the total costs related to the employee (salary, benefits, bonuses, etc.) to the total costs related to outsourcing. You will also want to consider how the change could affect customer service and the morale and productivity of the other employees.

2. Removing Negativity

Now may be the time to get rid of any disgruntled employees. Negative employees hurt a business in several ways. Their attitudes can create a sour environment for their co-workers; their criticisms and complaints can rub off on their coworkers; and their demeanor can leave a negative impression on the customers of the business.

Happy and contented employees make for a profitable business - and it is evident to anyone looking at the business.

Recent Businesses Sold in central Indiana...

The following are businesses recently sold by Sunbelt Indiana brokers ... congrats brokers - great job!

• Free Spirit Lounge (Broker Gary Stehle)


• Kem-Co Chemical (Broker Tim Koger)


• Midas Location (Brokers Brian Knoderer & Dave Gorman)


• Mears Automotive (Broker Dave Gorman)


• Jack's Pizza - Danville (Broker Tim Koger)

If you are interested in learning more about selling your business, buying a business or planning for an exit strategy down the road, please contact us immediately. Sunbelt Indiana has been selling businesses in the Indiana marketplace for over 30 years! We have sold over 1,300 and can help you sell yours.

Ph. 317-573-2100
marketing@sunbeltindiana.com

Check Out "Sales of Small Firms Are Up" in Wall Street Journal today

Sales of Small Firms Are Up
But Gain in 2nd Period Reflects Owner's Realization Businesses are Worth Less

By Sarah Needleman
Wall Street Journal, July 14, 2011

More small business owners sold their companies in the second quarter, but there's gloom surrounding the transactions.

Sales of businesses with roughly $350,000 in annual revenue rose 8% from a year earlier, reports BizBuySell.com, an online marketplace for small-business acquisitions in San Francisco. The increase marks the third year-over-year quarterly gain in a row, with brokers nationwide reporting similar gains.

Yet the growth isn't indicative of significant improvements in business performance or banklending volume. Instead, main driving force is the acceptance among owners that their businesses are no longer worth what they once were. Many sellers cut their asking prices and agreed to finance a significant portion of the deals themselves.

To read the full article... click here.

MOTIVATED SELLERS, what makes them motivated?

By Ralana D. Shelley, CBI
Sunbelt Indiana Business Resource

You see this term on many business listings online or hear it from listing brokers all the time. Have you ever wondered what makes a seller a "Motivated Seller?"

There are several reasons that a Business Seller would be considered a "Motivated Seller." Generally they all have a sudden important "motivator" such as a serious personal or family health issue, or they are planning on moving out of the geographic area for reasons beyond their control. Perhaps they are just really burnt out and want to get out of the business. These are only a few of the possible reasons for a seller to be especially motivated.

Whatever th reason, the "Motivated seller" is usually spurred on by a need to sell as quickly as possible. This is good news for you as a buyer. Often it means that a seller will consider an offer that maybe they would not have considered previously, or that this business may go for a little less than others comparable to it. You want to see this term on a listing.

There are certain precautions one should take to ensure that the motivator is not a negative material fact of the business, reasons you do not want to see are poor performance, or a downturn in the industry/market that is not expected to recover, or a lease that will eventually bury the business, just to name a few. Just be prepared, good advisors such as your business broker, accountant and/or attorney can assist you in making an informed decision on any turnaround business.

Currently, Sunbelt Indiana Business Resource has over 100 businesses listed, some of which have "Motivated Sellers." To review our current listings... click here.

Article 7: Buying vs. Leasing Equipment

"This article from Forbes.com has great information pro and con if you are trying to decided whether to buy or lease equipment for your business... check it out!" - Ralana D. Shelley, CBI, Sunbelt Indiana

Forbes.com
Nolo 01.24.07

Leasing equipment can be a better option for business owners who have limited capital or who need equipment that must be upraded every few years, while purchasing equipment can be a better option for established businesses or for equipment that has a long, usable life. Each business owner's situation is unique, however, and the decision to buy or lease business equipment must be made on a case-by-case basis.

To have a look at both options... click here and read the full article at Forbes.com.

And check out our next installment on Friday... Article 8: How equipment leases can affect the sale of your business.

Article 6: Equipment - The Very Expensive Desk Lamp

Courtesy of Business Brokerage Press
"Moral of the story: Prepare your business before a buyer sees it"

This is a story based on a true incident - only some of the details have been changed. The buyer and seller were ready to close on a business when the buyer asked to look at the list of fixtures and equipment that were to be included in the sale. After a few minutes reviewing the list, the buyer said that the desk lamp on the owner's desk was not listed. The seller explained that the lamp was a gift from his parents many years ago and therefore it was not included. The buyer got very upset, stating that the lamp was just perfect for the desk and he wanted it. The seller tried to explain that the lamp had lots of sentimental value, but that he would replace it with another desk lamp. This did not satisfy the buyer, and in order to stop the sale from falling apart, the seller agreed to subtract $1,000 from the purchase price to keep the lamp. That made the desk lamp a very expensive one.

To find out how this could have been avoided, and how you can avoid this scenario, read the full article... click here.

Inventory: A Key Component to the Business Sale

Ralana D. Shelley, CBI (bio) Sunbelt Indiana Business Resource March 28, 2011

One of the most overlooked but important issues in the health of any business is inventory. Inventory plays a pivotal role throughout its entire lifecycle, from purchase to storage to sale. It is just as important how inventory is kept and sold as who it is bought from, how much is paid for it, and how much one can charge a customer for it. Below are three key issues to consider abuot inventory and how it affects the health and future sale of your business.

Inventory Accounting... Once a business has purchased its inventory, it becomes important how that business is going to handle it. How quickly or slowly it is turned over can have a direct impact on business value...

To Include in the purchase price or not to include... Most businesses offered through an intermediary will clearly state up front whether inventory is included in the purchase price, or whether it is in addition to the price...

Counting Inventory at Closing... There are basically two ways to count inventory before closing...

Inventory is not so simple when considering its impact on the value of a business both while running it and while trying to sell it. It is certainly something to handle and track carefully, and prepare if you are thinking of selling now or in the future.

To read the full article and learn more about inventory's impact... click here.

How to Hold on to Key Employees (Article 3, Exit planning series)

Courtesy of Business Brokerage Press
During a company merger, the devil is in the details. Identifying key employees and employment issues early on can facilitate a smooth deal. And a communication plan can help prevent, for example, top-producing salespeople from defecting to competitors, decimating the company's customer base, and affecting its value.

It's important to offer employees incentives to stay, but you also need to anticipate potential legal issues. Plan now to put in place protections to prevent employees from disrupting your deal, both before and after its closes.

to read the full article... click here.

Check us out Monday for Article 4 in our Exit Planning Series when we address the subject of Inventory.

Why Deals Fall Apart -- Loss of Momentum

Deals fall apart for many reasons -- some reasonable, others unreasonable.

For example:

• The seller doesn't have all his financials up to date
• The seller doesn't have his legal/environmental/administrative affairs up to date
• The buyer can't come up with necessary financing.
• The well known "surprise" surfaces causing the deal to fall apart

The list could go on and on and this subject has been covered many times. However, there are more hidden reasons that threaten to end a deal usually half to three-quarters of the way to closing. These hidden reasons silently lead to a lack of or loss of momentum...

To read the full article... click here.