Most people fail to keep their New Year’s Resolutions. But where buying and selling a business is concerned, failing to keep those resolutions could mean an abundance of lost opportunity.
Todd Ganos at Forbes recently penned a thought-provoking article entitled The 8 New Year’s Resolutions for the Sale of Your Business. In this article, he compares selling a business to getting in shape in the months preceding your visit to the beach. It is necessary to do a great deal of planning and hard work if you want to be in good shape for the big “beach body reveal.”
When it comes to selling a company, Ganos believes that there are eight factors that must be taken into consideration. Listed below are those factors he feels are a must for business owners looking to get their business ready for “the beach.” These are the eight factors that Ganos believes are most essential and should be on your New Years’ Resolution list for your business:
In order to get your business ready, it is necessary to take a good long and honest look at each of these eight important categories.
Planning is at the heart of everything. He points out that owners who truly want to get their business ready for the market will want to adopt a focused month-by-month plan.
This plan means having discipline, developing a business plan and involving your team in the development of that plan. Once the plan has been developed, it should be reviewed with your leadership team each month.
New Years’ Resolutions fail because they don’t get properly integrated into peoples’ lives. And the same holds true for making changes in one’s businesses. Ganos correctly asserts that in order to get your business ready to sell, you have to make it an “all-of-the-time thing” in which you are constantly focused on success.
New Years’ Resolutions have to be about doing things differently, having a plan and then sticking to these changes permanently.
Do you remember trying to solve a complex maze as a child? You’d start at the beginning, trace a line toward what you thought was the correct path to the end, only to run headlong into a wall. So, you’d start again, only to run into a different wall. But then, someone who had experience solving complex mazes may have suggested, “Start at the end: It’ll take you through the correct path to the beginning.”
When planning for your business’ future, starting at the end is a valid strategy. “The end,” in this case, maybe a well-formed plan to fulfill your unique personal wishes: what happens to the business, your target successor, and your family if you die. Few people like to plan for their deaths, but there is power in planning. Rather than death having the final say in how you and your business are remembered, you can position yourself to have the last word with proper planning.
If you choose to work backward in your planning, it’s still wise to consider setting goals and determining any monetary gaps you may have between what you have and what you need to fulfill those goals. Once you’ve established those facts, you should ask yourself three questions as you work backward to impact your future.
Can My Business Continue Without Me?
Many business owners fund their lifestyles with money accrued from their businesses. Whether that comes in the form of a salary, perks, or stock and benefits, the business is the foundation upon which many owners build their lives and their families’ lives. For these owners, continued business success is crucial to maintaining the lifestyle they want.
The wall you might run into in navigating this maze is that your business relies on you for success. That is, without you, the business would at best struggle and at worst fail. This often implies that you cannot take long vacations; cannot face long-term, debilitating illness; and, of course, cannot die prematurely, lest your business suffers the consequences. While you may have control over your vacation time, unexpected illness or death is less controllable.
Ask yourself: “Can my business thrive without me?” Unless you’ve had the freedom to take a long break from work—without checking in and without any issues while you were gone—recently, chances are, you are indispensable to your business. If your business cannot continue without you, you might be placing your employees and family members at peril.
Do I Have a Successor Who Could Run the Business in My Stead?
Successful businesses tend to have several employees who could keep the business afloat for a short time if something were to happen to the owner. We call these people key employees. However, relying on key employees to take over at the drop of a hat can be risky. Key employees may be good at their specific tasks but struggle with ownership responsibilities. More commonly, they may not want ownership responsibilities, even if it means more money and influence. Some key employees simply want to be key employees.
Ask yourself: “Do I have someone who can take over the business right now if necessary?” This means either having an internal successor trained and groomed to take over, or having a plan to bring in outside talent to take over. If you don’t, it can be much harder to prepare your business for when you leave it, whether by choice or otherwise. If your business doesn’t have a next in command available, your family, employees, and business might suffer if anything were to happen to you.
If Something Happened to Me and My Business Sold for Full Value, Could My Family Keep Their Quality of Life?
People you care about (family, employees, charities) probably rely heavily on your business’ success to fund their lifestyles. If you were to suddenly leave the business—especially due to illness or death—those people may suddenly lose the means to fund those lifestyles.
Ask yourself: “Will the people I care about most continue to thrive without me?” While it’s impossible to replace your presence, with proper planning, it is possible to continue providing for the people you care about most, regardless of what happens to you.
Working backward can set the groundwork for planning for your business’ future, with or without you. If you’d like to discuss these three questions or any other questions you might have regarding the futures of yourself, your business, or your family, please contact us today.
Edward W. Cotney
Olympus Tax, Business and Insurance Solutions, Inc.
4600 Roseville Road, Ste 150 / 260
Sacramento, CA 95660
Business advisors say that the intense pace of mergers and acquisitions that occurred in 2018 is likely to continue into 2019, but not for much longer. According to the Q4 2018 Market Pulse Report published by the International Business Brokers Association (IBBA), M&A Source and the Pepperdine Private Capital Market Project, 83 percent of business advisors say the strong M&A market won’t last more than two years and nearly a third (32 percent) predict the current seller’s market will be over within the year.
Advisors are pessimistic that general business conditions will decline and margin pressure on businesses will get worse. While they expect more deal volume in 2019, they anticipate that the overall time to close will take longer. The current average time to close is 9.3 months, which is trending slower than normal.
Increased deal activity is being driven by in part by the low unemployment rate which makes it hard for businesses to grow organically. There is an increasing trend of companies buying other companies in order to acquire their skilled labor force. This high demand for labor coupled with strong balance sheets, a positive lending environment, and historically low interest rates are all driving up deal flow and valuations. However, advisors aren’t optimistic that the current climate will last through 2020. Considering that it’s taking about a year to sell a business valued between $2 million – $50 million sellers should consider going to market before the market flips.
Seller-market sentiment is on the rise in most market sectors, with more advisors describing Q4 2018 as a “seller’s market” than a year ago, in all but the $500,000 to $1 million sector. Of note, 2018 marks the first full year in which four of the five market segments have been described as a seller’s market.
Multiples continue to remain strong in all categories, at or near market peak in some sectors. Year-over-year, multiples were generally stable or increasing in most market sectors. Advisors do not predict additional multiple growth in 2019.
“Business owners are thinking about getting out before the next recession,” said Scott Bushkie, IBBA Marketing Chair and Principal of Cornerstone Business Services Inc. “Those who made it through the last financial crisis haven’t forgotten the pain and stress. They’re looking ahead and telling us they don’t have the stamina to work through another one.”
About the Market Pulse Report
The Market Pulse Report compares conditions for businesses being sold on Main Street (values of up to $2 million) to those being sold in the Lower Middle Market (values of $2 million to $50 million). The Q4 2018 survey was completed by 319 business brokers and M&A advisors.
About the International Business Brokers Association (IBBA) and the M&A Source
Founded in 1983, IBBA is the largest non-profit association specifically formed to meet the needs of people and firms engaged in various aspects of business brokerage and mergers and acquisitions. The IBBA is a trade association of business brokers providing education, conferences, professional designations and networking opportunities. For more information about IBBA, visit the website at www.ibba.org or follow the IBBA on Facebook, Twitter and LinkedIn.
Founded in 1991, the M&A Source promotes professional development of merger and acquisition professionals so that they may better serve their clients’ needs and maximize public awareness of professional intermediary services available for middle market merger and acquisition transactions. For more information about the M&A Source visit www.masource.org, or follow the M&A Source on Facebook, LinkedIn and Twitter.
About Pepperdine University Graziadio Business School
For the last 50 years, the Pepperdine Graziadio Business School has challenged individuals to think boldly and drive meaningful change within their industries and communities. Dedicated to developing Best for the World Leaders, the Graziadio School offers a comprehensive range of MBA, MS, executive, and doctoral degree programs grounded in integrity, innovation, and entrepreneurship. The Graziadio School advances experiential learning through small classes with distinguished faculty that stimulate critical thinking and meaningful connection, inspiring students and working professionals to realize their greatest potential as values-centered leaders. Follow Pepperdine Graziadio on Facebook, Twitter, Instagram, and LinkedIn.Read More
Every business has to be concerned about maintaining confidentiality. In fact, it is common for business owners to become somewhat obsessed with confidentiality when they are getting ready to sell their business.
It goes without saying that owners don’t want the word that they are selling to spread to the public, employees or most certainly their competitors. Yet, there is something of a tug of war between the natural desire for confidentiality and the desire to sell a business for the highest amount possible. At the end of the day, any business owner looking to sell his or her business will have to let prospective buyers “peek behind the curtain.” Let’s explore some key points that any good confidentiality agreement should cover.
At the top of your confidentiality list should be the type of negotiations. This aspect of the confidentiality agreement is, in fact, quite important as it stipulates whether the negotiations are secret or open. Importantly, this part of the confidentiality agreement will outline what information can be revealed and what cannot be revealed.
Also consider the duration of the agreement. Your agreement must be 100% clear as to how long the agreement is in effect. If possible, your confidentiality agreement should be permanently binding.
You will undoubtedly want to outline what steps will be taken in the event that a breach does occur. Having a confidentiality agreement that spells out what steps you can, and may, take if a breach does occur will help to enhance the effectiveness of your contract. You want your prospective buyers to take the document very seriously, and this step will help make that a reality.
When it comes to “special considerations” category, this should be elements that apply to the business in question. Patents are a good example. A buyer could learn about inventions while “kicking the tires,” and you’ll want to be quite certain that any prospective buyer realizes that he or she must maintain confidentiality regarding any patent related information.
Of course, do not forget to include any applicable state laws. If the prospective buyer is located outside of your state, then that is an issue that must be adequately addressed.
A confidentiality agreement is a legally binding agreement. And it is important that all parties involved understand this critical fact. Investing the money and time to create a professional confidentiality agreement is time and money very well spent. An experienced business broker can prove invaluable in helping you navigate not just the confidentiality process, but also the process of buying and selling in general.
What exactly does the term “goodwill” mean when it comes to buying or selling a business? Usually, the term “goodwill” is a reference to all the effort that a seller puts into a business over the years that he or she operates that business. In a sense, goodwill is the difference between an array of intangible, but important, assets and the total purchase price of the business. It is important not to underestimate the value of goodwill as it relates to both the long-term and short-term success of any given business.
According to the M&A Dictionary, an intangible asset can be thought of as asset that is carried on the balance sheet, and it may include a company’s reputation or a recognized name in the market. If a company is purchased for more than its book value, then the odds are excellent that goodwill has played a role.
Goodwill most definitely contrasts and should not be confused with “going concern value.” Going concern value is usually defined as the fact that a business will continue to operate in a fashion that is consistent with its original intended purpose instead of failing and closing down.
Examples of goodwill can be quite varied. Listed below are some of the more common and interesting examples:
- A strong reputation
- Name recognition
- A good location
- Proprietary designs
- Trade secrets
- Specialized know-how
- Existing contracts
- Skilled employees
- Customized advertising materials
- Technologically advanced equipment
- Custom-built factory
- Specialized tooling
- A loyal customer base
- Mailing list
- Supplier list
- Royalty agreements
In short, goodwill in the business realm isn’t exactly easy to define. The simple fact, is that goodwill can, and usually does, encompass a wide and diverse array of factors. There are, however, many other important elements to consider when evaluating and considering goodwill. For example, standards require that companies which have intangible assets, including goodwill, be valued by an outside expert on an annual basis. Essentially, a business owner simply can’t claim anything under the sun as an intangible asset.
Whether you are buying or selling a business, you should leverage the know how of seasoned experts. An experienced business broker will be able to help guide you through the buying and selling process. Understanding what is a real and valuable intangible asset or example of goodwill can be a key factor in the buying and selling process. A business broker can act as your guide in both understanding and presenting goodwill variables.