Tag Archives: how to sell a business

Negotiating from a Business Owner Business Broker Perspective

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As a Small business owner or Entrepreneur, we find ourselves always negotiating.  We negotiate with our vendors for better prices/terms.  We negotiate with our spouses to spend just a few more hours at the office before we come home for dinner.   I believe everyone’s views and methods of  negotiation are as different as our taste in music.

Negotiating When Buying Or Selling A Business

My profession as a business broker certainly involves negotiations at most every step of the long process of buying and or selling a business.   Someone “needs” to sell their business, he “needs to sell at this price”,  according to all the other Business For Sale , his price is 3 x what other like businesses are asking, I find myself “negotiating or discussing” the merits of his target price.  My previous position as an owner of a small business with 25 employees and handling manufacturing, transportation, multiple office locations, and distribution required constant negotiation. I used to formally review my employees on an annual basis.

They generally expected a raise.  Before the meeting, I would calculate what the company could afford, set a range and meet with the employee.  I never viewed this process as a meeting that allowed negotiation on wages.  I viewed it as a means to allow di-directional feedback, but the wage increase was not an arbitrary number.  Very often employees would ask for more, I think just because they thought that is what they were supposed to do- which is fine with me.  They viewed this as a negotiation, I viewed it as something else.- This was just part of my personality or philosophy on negotiation.  I had fantastic long term employees and we would later negotiate days off, holiday pay and other items, but raises were not a point of negotiation.   Again, I think we all have our own unique views and ideas on negotiation.

Very often how ones negotiates may be a matter of his or hers personality.  Other time “someone told me or taught me” how to negotiate and that becomes the norm.  Currently as a business broker I do have to negotiate terms and conditions of me helping a business owner sell a business.  The line between negotiation and discussion does become blurred and for me I think it is fine to have business negotiations and business discussion become one and the same thing.

My Negotiation Tips For You

1.  I find I don`t get so caught up on the concept of negotiation and semantics.  I find that we have a business decision to resolve, we have 2 parties seeking to resolve it, and the 2 parties work together to seek resolution. Put yourself in the position of having options and the process has the potential for the best results.

2.  Its not always about price.  I have been through the process of negotiating  leases on a facilities, annual purchase orders with major suppliers, and larger purchases of capital equipment and many other “negotiable situation.  Very often the person that I am trying to reach agreement with is very strong and firm upon the price they believe is needed.  And in many situations I have been willing to accept the price desired by the other party, BUT I make absolute sure the other party hold true to every other term and condition within the agreement.

So my position is ok let us go with the price you desire, but it is mandated that delivery date, guarantees, support, followup and every other item involve with this matter is followed completely.  At times I feel that such value can be added thru the other terms that the actual price is really a value to both parties.  Or as it relates to my current profession as a business owner selling a business, I will give you a $50,000  price reduction, but I want a personal guarantee on the buyer, I want 8% interest instead of the 7% interest the buyer is offering for me to finance my business, and I want the owner to stay on as a free consultant for an extra 3 months.  SO the person buying the business gets the reduced price, and the seller gets some real added value.

Negotiation And Business Price

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3.  One more point about price.  How many times have we been working thru a deal and felt the need to drive the price down to a level that the seller is willing to accept but not really happy with.  Then a week later when we want this little extra help or assistance or concession and we hear “We’re already losing money on this deal and we really cant help you with that”.

4.  Really a good deal is a deal that is good for both parties.  Sometimes one party can leave the “negotiating table ”  knowing that it is a great deal for him/her, and knowing that the other party is “taking a hit”.  How does that help sustain an ongoing relationship.  There are businesses that are ok with the “one and done” concept and have little regard to the effect on the other party.  I think our globe is fairly small, and getting smaller and I aspire, plan and count on all business relationship being perpetual.  Again the example about buying or selling a business.

If you are selling a business and you want a price that is higher than the actual business can justify, and if you provide some seller financing to the buyers, what is going to be the result of you getting this inflated price.  Very likely it results in the buyers of the business, not being able to make payments to you, going into default, and you having to deal again with the business that you originally sold because you had not longer wished to be dealing with it.

5.  Dont mistake negotiating with wishing or hoping.  If you know the terms that you need to attain to make the deal make sense to you,  be prepared to walk away from the deal. Are you making an offer and hoping /wishing the other party takes it because you know you want or “need” this product or service?  Be prepared to walk away form the deal, again try to put yourself in the position of having options.  If someone is wanting to buy a Towing Business and makes a bottom line offer to someone selling,  it helps the potential buyer knows that there are 3 other similar towing businesses for sale in the area and is fully prepared to pursue these other options.

Steps Involved with Buying Selling a Business

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Buying or Selling a Business is a process.   The below provides a framework to define the process and steps needed to buy or sell a business.  The size and type of business that one may be buying or selling will influences the complexity of each of these steps.

1)  INITIAL INFORMATION REVIEW–  Confidentiality and Non-Disclosure Agreements are signed to assure confidentiality related to this  private matter.  Irreparable harm can occur if the confidential content of discussions and negotiations are improperly disclosed. Seller reserves right to approve potential buyers and may require that additional buyer information/capability be submitted before confidential information is released to the  buyer of the business.

2)  THE INITIAL MEETING: At the first meeting, the potential   buyer of the business  will want to know the seller’s motives for selling the company as well as more detailed information about the business and the seller will want to know how if  the buyer is the type of person to whom he wants to sell the company. If the results of the initial meeting warrant further consideration of the deal, the buyer will next begin to evaluate the company and develop a financial structure for the proposed business purchase.

3)  THE LETTER OF INTENT/PURCHASE CONTRACT: Either a contract with

contingencies or a letter of intent will be presented. A letter of intent may have an ” escape clause”  in it to allow one or both parties the opportunity to withdraw from the deal if certain conditions are not met.  The letter of intent will address :

  • The purchase price/ consideration – Selling price of cash, notes, equity, or some combination of these.
  • What is being purchased — Assets, liabilities, and operations that are being transferred to the buyer and those being retained by the seller should be identified.
    Buying Or Selling A Business

    Photo (c) webuybusinesses.com.au

  • Structure — The parties need to agree about whether the sale will be a sale of assets, a sale of stock, a merger, or some other structure. Whether the SBA, bank, or owner takes back a note, the company cash flows must be able to support that loan.
  • The definitive purchase agreement — As the buyer begins its detailed evaluation of the company, the attorneys will be preparing the purchase agreements. The Sales Purchase contract is usually drafted by the buyer’s attorney.
  • Due diligence — The seller will need to have ready his financial records, all corporate records,pertinent  contracts and all pertinent other  documents  that the buyer of the business will be requesting for review once the letter of intent or contract is signed. This will allow the buyer of the business to analyze the company in greater depth to determine whether everything has been represented properly, whether he wants to buy the company, and, if so, the appropriate price to pay. A purchase price is usually negotiated based in part on historical financial information. and future potential earnings.
  • Escrow — The buyer will establish an escrow account  into which his initial  Good Faith deposit of monies shall be deposited and handled by a 3rd party escrow agent .
  • Other significant items-  non- compete terms,  and employment contracts.   leases and long-term purchase contracts, and any other pertinent business agreements shall be addressed.
  • Professional fees – Usually the buyer and seller will bear their own costs for attorneys and accountants.
  • Conditions and Timing for closing. Usually the closing is within two weeks after all contingencies have been completed, and like most steps in the buying or selling of a business this time is negotiable.

4)  CLOSING– Once all issues have been resolved, the documents are signed, and the consideration exchanges hands, the deal is in condition to close. The actual closing marks the conclusion of the process.

Again buying or selling a business is a process and depending upon the size of the business and type of business this process from start to end can take several months or even longer.  Due diligence when buying or selling a business is a very important part of this process. Negotiations are made at most every step of the process as new information becomes available and additional analyses are performed.

In a successful negotiation, both the buyer and the seller need to be flexible and to understand which points are important  and which ones may be “deal breakers”.  Most people may buy or sell a business maybe once in his or hers life.  Following  the advise of a trusted advisor such as a business broker can help increase the likelihood of a successful business sale or business acquisition.

Internet Marketing For Dummies- By a Dummy (Business Broker/Business Owner)

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I am a business broker that works with business owners with the process of buying and selling businesses.  My profession of being a business broker is my own business. I have also owned another business of 20 years.  I am a business broker that has been trying to figure out this “Internet thing” for quite some time.  I think I am figuring out that I will never figure it out.

Internet Marketing Industry

It seems that there are a lot of Internet marketing experts and this industry appears to

Internet Marketing

Photo (c) http://dsm-publishing.com/

still be somewhat at the early stages of a rapidly growing industry.  As a business broker and business owner, I feel a compelling need to try to “figure this Internet thing out’.  Maybe I know more about trying to maximize the Internet than some, but the question of asking a business owner (that is not in the Internet marketing business) if they understand Internet marketing is akin  to asking someone if they are a golfer.  The average golfer may have a handicap of 20-25, Some golfers shoot at professional levels- 0 handicap, some people have never golfed, some have golfed once or a few times, some golf a lot but are still a 30 handicap (the higher the handicap the worse the score).

I am about a 12 handicap.  For Internet marketing maybe I am about a 12 handicap too I dont know.  I may know  more than some, but know there are a lot more that know a lot more than me.   My job involves many discussions with business owners regarding the state of their business as it relates to a potential sale of their business or a possibly buying another business. The  questions I have as a business broker are also questions shared by the plumbing contractor, the print shop owner, the restaurant owner, the card shop owner and the small business owners scattered throughout the world.

10 Internet Marketing Observations From a Business Owner / Business Broker:

  1. The Internet today is so different than it was 10 years ago.  Ten years ago, so many businesses didn’t have websites.  Those that did had these fancy Home pages with lots of “neat stuff”. And the site just sat there.  Now-a-days it is known that a lot of that neat stuff gets in the way of search engines.    A few years ago it seemed if you didn’t show up on google – you didn’t show up, and then came, Myspace, Facebook, Titter, etc. .  I am convinced the internet 10 years from now will greatly different than it is now.  Trying to figure out where it is going is the challenge.
  2. To me , I see the value in Social Media marketing is that it decreases my reliance on Google.  With Social Media customer have another way to find you.  You don’t need to show up on page one of google to be found.  I may be wrong with this line of thinking but this is my perspective.
  3. It feels like everyhting I learned yesterday, is almost outdated tomorrow
  4. I see the question asked so often online- Is anybody making any money on Twitter.  Twitter is growing at 1,000,000 new users per minute 🙂 doesn’t it just make business sense that some are making profit on Titter- I am not yet,  are you?
  5. Is internet marketing another strong way to reach customers, market
    Internet Marketing Business

    Photo (c) vistaphuket.com

    and advertise, or is it so much more.  As a business owner we know we need to advertise and market.  In the past and present we use the Yellow pages, direct mail, radio, maybe TV, trade shows, telemarket, direct sales.  Is it proper to view internet marketing as a very strong means of marketing and advertising or view it as so much more.  I tend to think to view it as so much more.

  6. Is it true that if you can drive mad traffic to your website you could sell ice cubes to an Eskimo?.
  7. Is blogging better than tweeting, is Facebook better than Twitter.  Do I need to post videos to Youtube?  How important is SEO, incoming links, adding more friends, social media buttons/widgets?
  8. Is email marketing dieing, improving, necessary, changing, or being somewhat replaced by social media?
  9. How do I do all that I should be doing on the Internet, without having to bear the cost of “sub contracting” that task out and still run my business.
  10. How will we be accessing the Internet down the road and how does that affect my approach.  It seems a few short years ago accessing the Internet with ones cell phone was a novelty at best.

I am just a business owner who’s profession as a business broker requires significant marketing efforts.  How do you find a business owner that is looking to sell a business.  This is a very confidential event.   How do you find a business buyer that is looking to buy a landscape company, a Towing company or a  Computer Repair shop?  My approach is of to try different things.

I Tweet the businesses I have for sale- I get some follow up questions, I blog about my business experiences- it has driven”some traffic” to my site, I am on Facebook- but pretty weak, I am on Linked-In and a few other social/business sites.  I personally feel value in writing a blog as it allows me control to provide SEO optimized current content to my site.

I certainly am not in a position to provide well grounded advise on this subject but my major point is- Are you a business owner confused about what you should be doing on the internet? – You are not alone.

Business for Sale-Who, How Many, How Much?

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I am a business broker based in Florida, and  also a member of an Association called  the Business Brokers of Florida.  The Business Broker of Florida  Association (BBF) is the largest state business broker association in the country and the second largest association of business brokers in the world.   The activity within this association does provide the business owner and or entrepreneur some insight into actual activities related to businesses buying and selling.

Most all business transactions involving the sale of private companies and information regarding this activity remains very private.  And accurate pertinent information can be difficult to attain.  What does a business similar to yours sell for?,  How long does it take to sell a business like yours, and how many businesses like yours are being sold.  One can search and view a lot of information regarding Florida business being bought and sold at Free Search on Businesses For Sale 

Businesses For Sale In Florida

Florida is experiencing the current economic downturn and is somewhat representative of the US economy.  Actually Florida may be feeling the effects of the downturn more than most of the US  as its economy seems very tied to the real estate industry.  I have always found value in trying to understand some of the numbers behind the numbers to help me to perform my role as a business broker. The following are some items of note  as it relates  to business buying and selling activity in Florida.

Certainly not all business sold do  involve a business broker, nor are all businesses sold in Florida handled thru this association, but as a rather large association it is fairly  representative of the buying and selling activities in Florida.    Web based businesses and or websites may be sold at an online auction, larger  “brick and mortar” companies may seek larger M&A firm for representation, but the activity within this association does provide some insight for the  business owner outside of Florida that may buy or sell a business.

Per the currently active listed data available thru the BBF Association-   As of today almost 4000 business are for sale of those:

1) Businesses For Sale in Florida over $10M –      5

2) Businesses for Sale in Florida Priced over $5M-   30

3) Florida Businesses for Sale Priced over $1M – 330

4) Businesses in Florida For Sale with Net Income over $100K – 1227   

Other observations:

a) Largest type of business Listed For Sale in Florida– Restaurants – 773 (this represents almost 20% of all businesses listed)  of those 223 have Net Income >$100k.

b) Home Based Business For Sale – 402 (represents about 10% of all businesses listed for sale)

c) Florida Internet related businesses for sale 43, of those: Asking Sale Price $1M+  is 8, those with net income over $100k – 20

Businesses Sold in Florida thru the Business brokers of FloridaFlorida Business For Sale

of all the business sold in the last year (6/2009-6/2010) Here are the following Averages on Florida Business Sold.

  • Average Sales/Revenues- $636k
  • Average Selling Price- $252k.
  • Average Adjusted Net Cash Flow – $114k.
  • Average number of Days to sell the business- 226 days or approx. 7 1/2.   Please note this figure does not include business that got listed for sale and did not sell. Estimating those in  the average time to sell a business may exceed a year(my guesstimate ).

If you own a business and do not plan on exiting from that business for several years, it still makes sense to understand the value of your business.  What is the asset that you have worth?  What sort of multiple of cash flow should your business sell for?

Understanding what other similar businesses are selling for does provide some basis.  but the devil can be in the detail…  Also growing your company thru acquisition can be both a viable and profitable business decision.  What may it cost to acquire a synergistic company?  A review of some reliable numbers may be a good first step in the needed due diligence.

(some info shared above compiled from Business Broker of Florida Assn website as of 7.30.2010)

We Suck Less

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Currently I am a Business Broker in Florida working with business owners in the process of buying and selling businesses.  Back in 1985 I was working for (a Texas based Technology company ). We were bidding on a very large multi-million dollar computer based project for the Los Angeles Unified School District (LAUSD). Part of the bidding process involved all us potential vendors travelling via buses throughout the Los Angeles area viewing a dozen of the 700+ schools that would potentially buy and use our systems.

The Importance Of Smart Marketing

While driving thru the various areas of LA I had seen white billboards with 3 words on them WE SUCK LESS. I saw this billboard in several different parts of the city. After repeatedly seeing that same sign in the various communities, I asked a local contact regarding the purpose of that billboard, or rather what it meant. I was told that it was a marketing campaign of a local radio station. The premise was – We’re not the best, We’re not number one, We’re not perfect, But We Suck Less than our competitors, and therefore customers/listeners should tend our way. “Were not perfect, we may not be very good, but we suck less than your other options”…

We Suck Less

As we continued the 2 day journey throughout the city, that concept really struck a nerve. It really wasn’t a premise or concept that was even remotely familiar to me. This approach, while just in jest… I think, just hit me as so unusual, that I found myself sharing this story many times over the last 25+ years. Ironically I have also crossed paths with various businesses and business situations over the years that prompted me to recall this ” business concept”.

Is this concept completely hypothetical, or does it truly exist? Has anyone else seen this in action in certain business environments? As a business broker I get to see the inner workings of many companies and mostly I witness hard working well meaning business owners.  But, is it possible that this could be an approach of a business, or just the result of many years of apathy, poor management, or some other larger problem?

Set The Bar High

I really really think we all our wired to “set the bar very high”, we strive to be very good, we want to be the best, some seek perfection even knowing its not possible but keeping it as a goal nonetheless. But to non- chalantly say, “I just have to suck less than the next guy” and as a result of that approach my business will advance to me is somewhat mind numbing.

I recognize faults and imperfections occur in my own business practices. I’ve always felt that it is important that I remain my own toughest critic. As a business broker that helps business owners sell businesses and individuals buy businesses communication is very important. Promptly returning emails and phone calls to me is an essential, and is just mandated.

Treating business relationships with respect, honesty and effort is important to me. Is it easy for someone to fall into the trap that since my colleagues/competitors don’t return emails/phones calls for 4-5 days or never then, if I wait 2-3 days to return a call or email, that makes me better than my competitors. Is this possibly the mindset of some in business? Can one be satisfied with the approach of just not being as bad as the others?- I don’t know. As a business broker and professional, I do know I may see this play out in other businesses, but certainly not mine.

But I do know Striving to “Suck Less”, to me just sucks. I really don’t know if it is a conscious business concept by some, but I do believe I have seen some resemblance of this approach. I also know that I find myself 25 years later sharing this story again.