Most attorneys are deal killers! (so are most accountants). If you are thinking of selling your business or buying a business, it is a great idea to have a great attorney to back you up.
When you have a business transfer you must be very selective in who you choose to help you. Here is a little guideline to assist you:
Ask your attorney (and your accountant) if he or she has more than 10 completed business closings in the past 12 months, if he does not, PASS ON HIM.
BEWARE!
Most attorneys and accountants are NOT business closers. And the ones who are usually chosen are so paranoid that they make it so difficult to close any deal (in the name of protecting their clients) that many deals are not completed without tons of unnecessary pain, complication and needless charges.
And, some otherwise potentially great deals, are killed by the attorneys! The real closers, on the other hand, are worth their weight in gold!
Let us Talk About Busine! ss Valuation
What is your business worth? QUICK ANSWER: What someone is willing to pay! The secret is finding out EXACTLY what my business is worth takes a closer look at values. Here is what I mean: Let us say you have two different businesses:
BUSINESS NUMBER ONE:
Small Service business with 200K of net income per year, a long list of clients some they have been doing business with for over 30 years. No inventory, little physical assets except the building and a quarter acre of land.
BUSINESS NUMBER TWO:
Small Retail business with 90K of net income per year, 350K of inventory along with about 100 in physical assets and a long term lease on the store.
Which business is worth more? Why? Well some people (so called experts) would say number one because they have a strong cash flow and a seasoned list of repeat customers. Other so called experts might say number two because it has a ton of inventory and 100 grand of additional physical asse! ts. Who would be right?
What would be your guess? Let us! look at some little details that are crucial to include when valuing a business properly.
10 Things You Ought to Know About a Business
BEFORE Deciding on What it is Worth:
Can the business run without the owner being present? If so, for how long? BUYERS, you may be buying a job if the business requires daily hands-on involvement from the owner. SELLERS, it will be worth far more if you can get it to run without you.
How much of the income comes from the top 3 customers? From the top 10? SELLERS, the more income that comes from a smaller number of customers, lessens the value of your business. BUYERS, if more than 50 percent of sales come from one or two customers, what would happen if they went away for some reason? Find out who the customers are.
What is the history of sales? SELLERS, keep good records, in a stable repeat business, the books will tell a great history and have some bearing ! on future projections and sales. BUYERS, while the history tells what has happened and may reflect future projections, also look at WHERE AND WHO the sales are coming from (how many are tied to the current owner and his personal relationship with the customers, see number one above)
Ask for an accurate report on inventory. SELLERS, having current inventory records will increase the value and shorten the due diligence time the prospective buyers will need. BUYERS, ask for a list of current inventory with identifying exactly what inventory is current and what is dead and obsolete. Some times, inventory that is reflected as current the books, is actually worthless.
Know the direct competition. SELLERS, If you have a list of competitors along with their strengths and weaknesses listed, the value at the time of the sale will greatly increase! BUYERS, Find out who you are up against and why the owne! r thinks his business is chosen over the competitors, this ! will h elp you determine the long term value to what you may be buying.
Customer lists are king! SELLERS, You know one of your most valuable assets is your customer list. It is always more effective to sell to existing customers than going after new ones. Keep your client list current and up to date. BUYERS, existing customers are full of value, you need to know how many are current customers. (I once consulted with a company who claimed 5000 customers, but upon further investigation, only 450 were current and the rest were old and a lot of them not even found at the addresses listed).
Any litigation hiding in the closet? SELLERS, If you have unresolved actions pending, how will they affect the sale and the future operations of the company? BUYERS, it is not always a deal killer to find unresolved pending litigation, so do not let that scare you off (upon further investigation it might be prudent to bow ou! t). However, there may be other ways to structure the sale of the business, so that your exposure is limited or eliminated!
Asset or Stock sale? SELLERS, If you are attempting to sell the stock (all sellers want this because it clears the table of everything) If your business is clean, try to sell the stock. BUYERS, If you can, buy the assets, start your own entity (corporation or LLC) and start new, that way, no potential skeletons can come after you in the future. And, in some cases you can start new with no threat of any unknown or forgotten litigation.
Transition period. SELLERS, It may be wise to consider offering a generous sales transition period, the buyer will be more comfortable if they know you are going to be there as they begin. And, buyer will like it if you are able to offer a longer term arrangement of limited consulting, after the fact. BUYERS, ask for what the seller thinks w! ould be a reasonable transition period of training to get! up and running, and then double it. Ask for a tight non-compete from the seller, so he will not leave you and then go compete against you.
Start with the end in mind, SELLERS, prepare your business for the time when you will leave. All businesses are transferred to family, friends, sold or closed. The better you prepare for that day (like paying attention to the few items listed above) the better off you will be when it happens. BUYERS, when you step into the business, plan for the day you will step out again, start by making sure it runs great with out you there every second! Set up systems so that your employees can do the work the way you know works, without you!
Now, go back to the initial examples of the two businesses and see how your perspective might be just a little bit different after you consider just these few items. AMAZING!
Remember not all sales are about the money. Find out what the seller wants and try to find a way to give it to them!
Structure is always more important in the final closing than anything else! You could sell a business for 10 million and end up with more in your pocket than if you sold it for 50 million, depending entirely on structure!
Who Really Knows What It Is Worth?
I may say your business is worth a certain amount, your accountant will have his number and the attorney will have his. And, none of them will match! So what do you do?
It does not matter what I think it is worth or what you think it is worth, or even your attorney for that matter. IT IS THE MARKET THAT DETERMINES THE VALUE!
The market will tell you exactly what it is worth. It is not based on! a certain sales multiple or inventory or even what the IRS thinks it is worth (book value). THE MARKET will tell you what it is worth.
Find a 3rd Party INDEPENDENT BUSINESS MARKET VALUATION EXPERT to help you determine what the MARKET VALUE is
Get a 3rd party MARKETING business valuation report done by a certified expert. The little money you spend a this report will be paid back many times in the sales price. It will also give you a floor to operate from when start talking to interested parties.
3rd party marketing valuation reports are business appraisals and they are usually pretty accurate. I have never seen a business sell for 5 percent more or less than the value determined by a good CERTIFIED MARKET appraiser comes up with. EVER.
Here is the rationale:
If you and I were to go downtown and buy the Hilton Hotel, you can bet we would both want it appraised by a third party, unbiased CERTIFIED expert!.
Most buyers these days are sophi! sticated and unless they have inherited their money, they have! done a lot of smart things to get in a position to buy your business. And, on the other hand, you as a seller, have done many right things to bring your business to the point of selling it and wanting to get top dollar for it.
Space Shuttle Science
Business appraisals are not like appraisals on homes. That is like comparing a bicycle to the space shuttle, they are both forms of transportation, but one is a little more complicated than the other!
It will pay many dividends in the long run.
Now, after reading this report go back and look at the two businesses I mentioned at the beginning and apply some of the 10 variables mentioned here and you can see why either business (depending on what the variables are) could be worth more than the other.
So if you are a BUYER or a SELLER, now you will know to assume nothing! (and smile when your neighbor thinks he knows the answer!)
Happy Hunting and good luck in buying or selling or starting (remember start! with the end in mind) your new business!
Martin Collins, is a Certified Business Counselor, Senior Business Analyst and Financial Recasting Consultant and is nationally recognized as an expert in the M&A field and consults for business owners, accountants, attorneys, CEOs and CFOs in the buying, selling and valuation of businesses. He can be reached at: http://www.valuationbroker.com