M&A purchasing agreements can have a lot of moving parts. A recent article from Meghan Daniels entitled, “The Makings of the M&A Purchase Agreement” serves to outline a range of facts including that every M&A deal is different. The article, which serves as a general overview, raises a range of good points. Components of the Deal It should come as no surprise that M&A purchase agreements have various components. Everything from definitions and executive provisions to representatives, warranties and schedules, indemnifications and interim and post-closing covenants are all covered in these purchase agreements. Other key factors included in M&A purchase agreements are closing conditions and break-up fees. Advice for Sellers In her article, Daniels includes a range of tips for sellers. She correctly points out that negotiating a purchase agreement (as well as the different stages involved in finalizing that agreement) can be … [Read more...]
Do You Know What Kind of Business Owner You Really Are?
Does your business have real, long-lasting longevity or is your business a temporary entity that will vanish the second you stop working on it? In his insightful article in The Business Journals entitled, “Are You Living for Today as a Business Owner or Building Value?” author Kent Bernhard asks a very important question of readers, “Are you a lifestyle business owner or a value accelerator?” Many business owners have never stopped to ask this very important, yet basic, question regarding their businesses. So, let’s turn our attention to this key question that all business owners must stop and ask at some point. As Bernhard points out the core issue here is how a given business owner defines the idea of success for him or herself. As Chuck Richards, the CEO of CoreValue Software notes, “At the end of the day, a lifestyle business is just a job.” Richards goes on to note that this is fine for many people. But … [Read more...]
How Employees Factor into the Success of Your Business
Quality employees are essential for the long-term success and growth of any business. Many entrepreneurs learn this simple fact far too late. Regardless of what kind of business you own, a handful of key employees can either make or break you. Sadly, businesses have been destroyed by employees that don’t care, or even worse, are actually working to undermine the business that employs them. In short, the more you evaluate your employees, the better off you and your business will be. Forbes’ article “Identifying Key Employees When Buying a Business”, from Richard Parker does a fine job in encouraging entrepreneurs to think more about how their employees impact their businesses and the importance of factoring in employees when considering the purchase of a business. As Parker states, “One of the most important components when evaluating a business for sale is investigating its employees.” This statement does not only … [Read more...]
Goodwill and Its Importance to Your Business
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.” … [Read more...]
Around the Web: A Month in Summary
A recent article from Divestopedia entitled “7 Fundamentals to Due Diligence You Need to Know” explains the due diligence process and what it means regarding sellers and buyers and their roles in the process. Whether a company is being sold or it is merging with another company, it is standard practice to go through the due diligence process. Therefore, they should be aware of all the factors involved with the due diligence process. The fundamentals of due diligence can be broken into 7 categories: Historic and Projected Financial Information Technology Developments and Intellectual Property Customers and Revenue Streams Contract Agreements and Insurance Key Staff and Management Legal and Compliance Tax Issues In each of these 7 critical areas, the buyer and the seller each have to do their part in order to see the deal make it to the finish line. The seller has to be open and honest with the attorneys, their advisory team and the potential buyer; and the buyer has to be … [Read more...]
Don’t Save Due Diligence Until It’s Time To Sell
When it comes to the process of buying and selling a business, there’s the sellers side and the buyers side of the deal. Because selling a business can be a lengthy process, it’s helpful for buyers and sellers to be knowledgeable about each other’s perspectives. Due diligence is typically performed by the buyer during the process of selling a business. Due diligence is the thorough process of examining a business to see if what you see is what you get with the purchase. Because of the critical nature of due diligence, current business owners and future business sellers may be wise to consider incorporating their own due diligence as part of their annual business review. Why would a business owner want to go to the trouble of performing due diligence on their own company? There are a couple reasons for this. The first is that business owners may find themselves in a situation where they need to sell the business quickly due to unexpected circumstances or an offer from a buyer. If … [Read more...]
Want to Sell Your Business Quickly? Make Sure You Price It Right
Recent studies indicate that the average business takes 8-12 months to sell. While this may seem like a long time to a business owner, this is the best-case scenario. Unfortunately, businesses that are overpriced in the beginning often take longer than average to sell. Even if your business is appropriately priced, having unreasonable or undesirable terms can also ward off potential buyers. There are a variety of factors that go into pricing a business correctly. Seller’s discretionary earnings are often used to price a small business. Seller’s discretionary earnings are the earning of a business before the following items: Income taxes Nonrecurring income and expenses Non-operating income and expenses Depreciation and amortization Interest expense or income Owner’s total compensation for one owner/operator, after adjusting the total compensation of all other owners to market value Once a seller’s discretionary earnings are calculated, a multiplier is added to … [Read more...]
Choosing the Right Business Broker to Sell Your Business
For many business owners, selling their business represents the culmination of many years of hard work and dedication. Whether the reason for the sale is to fund a retirement or simply to move on to the next venture, sellers need a team of professionals ensuring the most successful outcome. Because selling a business typically represents a significant investment of time (the average business takes 6 months-3 years to sell), it’s crucial to select a business broker who can successfully represent your best interests. When it’s time to sell, it’s important to look at the following qualifications when choosing a business broker. 1. Marketing Strategy The best business broker will emphasize finding the right buyer and pre-qualifying buyers over selling a business to anyone with the financing. The best match for selling your business in NJ and the Tri-State Area, will also be a broker with experience selling businesses of the same scope or industry as yours. Understanding your … [Read more...]
How to Keep Employees Engaged During an Ownership Transition
Ensuring that your employees stay on course during your ownership transition should be one of your key areas of focus. There are many key steps that you should take during this delicate time. Let's explore the best tips for keeping your employees engaged throughout the entire ownership transition process. Step 1 – Establish and Implement a Training Program Early On If you are selling your business, then be certain that you train replacements early on in the process. Failure to do so can result in significant disruptions. Additionally, if you are buying a business it is of paramount importance that you are 100% confident that there are competent people staying on board after the sale. Step 2 – Address Employee Concerns No matter what your employees say or how they act, you must assume that they are worried about the future. After all, if you were them wouldn't you be concerned at the prospect of a sale? The best way to address these concerns is to meet with employees in small … [Read more...]
Is It Possible to Sell to a Business Competitor?
A common question in the realm of buying and selling businesses is, “Is it possible to sell to a business competitor?” The short answer is yes, it is quite possible and rather common. That stated, selling to a business competitor is different than selling to a buyer who is completely new to the industry. The two types of buyers should not be treated the same way, as there are various differing variables. A Competitor Can Be a Great Buyer One reason is that a competitor may indeed be the right party to buy your business, is that they usually have an excellent understanding of how your business and your industry works. They may also enter the negotiation process already understanding the value of your business, and this can serve to speed up the process. Always Proceed with Caution Competitors, however, must be approached carefully. Unfortunately, there have been many cases where competitors acted as though they wanted to buy in order to acquire access to inside information. That's why … [Read more...]