Small Business Buyer’s Wish List

We recently presented a wish list for a typical seller of a small business. Now, it’s the buyer’s turn. 

Entrepreneurs – whether they are buyers or sellers – generally agree on several factors that make the business transfer process more seamless overall.

A buyer wants:

  • A solid business – Although that phrase may be somewhat subjective, buyers are searching for stable companies with a track record of success. The savvy buyer approaches the situation just as a lender would: requiring a history of financial data that is able to be verified. Filed tax returns are the preferred record for conducting due diligence. It is also important that a business be established. Most lenders require a minimum of three consecutive years of financial history and prefer that the company was under the same ownership (the current seller) for these three years.

 

  • Reasonable seller expectations – This comes into play at the first moment a buyer begins looking at a business for sale. Does the seller receive an adequate income from his company? Are his revenues increasing or, in this economy, at least staying consistent from year to year? Is his business priced appropriately? Will the seller consider offering some financing?

 

  • Disclosure during the due diligence phase – Buyers hope sellers will share the items requested in a timely fashion and be able and available to answer questions or present further information where necessary. Courtesy and common sense should prevail during this delicate phase of the business transfer process.

 

  • A smooth closing – Just as the seller wishes, the buyer also wants the closing to be a positive experience for both parties involved. It is a time of celebration, not a venue for uncertainty, debate or hesitation. Closing attorneys experienced in the business transfer process assist immensely with a seamless closing. By the time everyone is seated at the closing table, all questions should have been answered, all pre-closing paperwork completed and the buyer and seller should be confident this is a win-win situation for everyone involved.

 

  • A seller who stays involved (for a while) – While a typical buyer probably has some new ideas for the business, almost all buyers want training and initial support from the seller. Buyers want to be successful and retain employees and customers wherever possible and practical. Buyers look for sellers who will spend a week or two showing them the ropes, and buyers are especially appreciative if a seller remains available at a later date should an unexpected question arise. Buyers generally do not want sellers to be involved for a long period of time, unless they have previously presented the seller with an offer of employment. A buyer wants to feel comfortable and prepared as he assumes control of his new enterprise.

 

As I mentioned in Murphy’s previous blog, my experiences working with buyers and sellers who are forthright, reasonable and agreeable have been the most enjoyable and produced the most successful closings. When buyers and sellers have realistic expectations — initially and throughout the business transfer process — and maintain a professional and positive attitude, they typically find the transactions to be pleasant and seamless.

Beware of this Buyer

One of the most difficult challenges facing the seller of a small business is finding a qualified buyer.

The key word in the preceding statement is “qualified.”

Potential buyers are easy to find, but they don’t become buyers unless a closing takes place. There are a lot of lookers around, and they are adept at draining a great deal of unrecoverable time and emotional energy from a seller.

One of the biggest advantages to working with a knowledgeable business broker is that a professional is experienced in winnowing out these tire kickers to find those few, qualified prospects. This is one of the most valuable services a broker may provide to a seller.

If you’re attempting to sell your company without a broker’s assistance, here are some warning signs to keep in mind.

  • The buyer is taking his time in order to find the “perfect” business.

o A prospect who is gainfully employed (notably for a larger corporation in a managerial role) has time on his side. He may be in love with the idea of being his own boss, but may never leave the security and familiarity of the paycheck and career he currently enjoys.

o The buyer may be taking his time because he’s incapable of making such a large, possibly life-altering, decision. Many more individuals than one might imagine fall into this category. A potential buyer may think he is ready for such a challenge, but once faced with actually choosing, finds himself paralyzed.

o If a buyer has been searching for six months or longer, he may have expectations that are impossible to fulfill.

 

  • The buyer has no financing. Although this seems obvious, a buyer might be quick to assure the seller he has the means to obtain cash, and sometimes a seller wants to believe he has indeed found a qualified buyer. Be cautious if the buyer:

o will need financing (unless it’s based on the equity in his home), especially if the buyer has not even approached an outside lender

o has no available cash to pay for closing costs or a down payment

o claims to have a wealthy relative or friend who will be financing the deal, particularly if you have yet to meet this affluent individual

 

  • The buyer’s spouse is not present during meetings or is completely unsupportive of the venture.

 

  • The buyer is immersed in detail too early in the process. He may be asking too many questions, especially relating to insignificant details; he may act as though he knows far more than you as the seller; or he may take a copious amount of notes at every meeting.

 

A savvy business broker will also cite buyer red flags of a more personal nature, such as being very young (late teens or early 20s) or too close to the typical retirement age. Brokers often mention if an individual has lived in the geographical area for quite some time, but is still a renter instead of a homeowner, it might give a seller reason to take notice.

Obviously, this is not a comprehensive list, and some buyers who exhibit these tendencies may turn out to be very well-qualified. However, these characteristics do represent consistent trends in our industry. If your prospect starts to fit the profile of a tire kicker, you may find it prudent to evaluate the time and energy you are expending, as well as the information you are sharing, with this individual.

First Impressions: A Customer at Your Door

This is the first in a series of several articles on how to better position your company to potential and existing customers.

We've all heard the phrase, "First impressions count." This is a true statement that is sometimes easily overlooked by a small business owner. It seems obvious, but if you have a physical location, you should always be thinking about maximizing your curb appeal.

The first time a customer — an existing or potential one — visits your company, the customer should immediately feel comfortable and confident about doing business with you.

Residential real estate agents often request that homeowners looking to sell first spruce up their homes as much as possible in order to generate interest from potential buyers. The same is also requested from business brokers prior to listing a company for sale.

The time to think about curb appeal is not just when selling, however. Having a professional and inviting entrance is sure to help retain existing customers and attract new ones.

Stand outside the front door of your business and look at the impression you may (or may not) be making through the eyes of your customer. If a first-time visitor walks past your building, is he likely to enter your door? Here are some helpful tips:

  • Is your company name and street address clearly visible?

  • Speaking of signage, do you have enough — but not so much that it appears cluttered? And, is everything spelled correctly? You'd be surprised how often we notice poor spelling and grammar: not the best first impression.

  • Is the exterior clean and pleasing to the eye? Perhaps a coat of fresh paint or some planters at the entrance might be a good investment.

  • Does the front of the company convey the message you want to send to customers?

  • Is the entryway tidy, and is it easy for customers to reach the door and access the business?

 

Of course, first impressions don't stop there. Once the customer is inside, what does he see?

  • Does your reception area include friendly, knowledgeable staff members to greet visitors?

  • Is the lobby clean and uncluttered? (Keep an eye out for messy papers and disorganized working surfaces.)

  • If signage is present, it is helpful or distracting? Is your company's name (and/or logo) prominently displayed?

  • Does the lobby become an extension of the entryway and reflect the message you want to share with visitors?

 

Many small businesses employ the use of a welcoming sign in their reception area. If an entrepreneur knows of a visit in advance, most guests appreciate seeing their name as they enter the front door.

Comfortable seating areas, flowers and plants and the offer of a beverage are other welcoming touches that visitors notice.

Here's hoping your visitors become long-term customers!

Internet Searches are Key for Business Buyers

Recently, I’ve noticed several articles in various publications regarding changes in residential real estate marketing strategies. It seems that open houses (except those hosted for other real estate agents) are no longer a preferred way to reach potential home buyers. Today’s tech-savvy buyers prefer to research listings on the Internet, taking virtual tours when and where it is most convenient to them. Most buyers, these articles note, make a decision whether or not to contact the listing agent based on these virtual home tours.

This got me thinking about buyers looking for a business to purchase and the similarities of utilizing the Internet for research. The majority of advertising and marketing for business brokers is handled through web sites that feature businesses for sale. While a few of these sites are available to entrepreneurs looking to sell their companies themselves, the majority are available only to business brokers through professional subscriptions.
As we’ve discussed, maintaining confidentiality of the business is a key factor for a successful business transfer. After all, a small business owner does not want to announce to his customers or competitors that he is thinking of retiring or leaving the industry.

The larger sites available to business brokers offer more space for describing key points about the companies for sale, while still maintaining complete confidentiality. Business brokers are experienced in wording listing descriptions that grab attention and highlight the factors most buyers will find attractive.

You only get one chance to market your business. Most buyers will find your company’s listing by searching online. Make sure to maximize your marketing strategy when the time is right for you to sell.

Top Tips for Selling Your Business

Most entrepreneurs readily embrace new tasks and roles and are used to being in charge of everything relating to their companies.
However, before rushing in to market and sell their small businesses, business owners will want to keep the following tips in mind. The dance between buyer and seller is a delicate one, and it is very easy for one small misstep to ruin the entire deal.

Prepare in advance – General housekeeping should be scheduled well in advance of marketing the business. This includes a physical clean-up of the premises, making needed repairs on equipment and perhaps enhancing the curb appeal of the company with a new coat of paint or adding plants and shrubs to welcome guests through the front door. Housekeeping also includes getting files — particularly those relating to accounting — in order. Buyers will expect to review financials dating back at least a few years during due diligence.

Plan for due diligence – In addition to reviewing recent financials, buyers typically will want to see the lease agreement, customer lists, an accounting of inventory, information on FF&E and other similar items. Anticipating what the buyer may request and planning ahead saves time and helps make the seller appear organized.

Be realistic in pricing – You may wish to engage the services of a business broker to determine a reasonable selling price for your company. Businesses that are not priced correctly (particularly those priced too high) will not interest most buyers initially and generally do not sell at all.

Ensure confidentiality is maintained – Business owners must avoid a breach of confidentiality at all costs. Buyers should be qualified in advance and be willing to sign a non-disclosure agreement. A business broker is experienced in how to handle this situation while keeping the process moving along.

Don’t neglect the daily routines – The business transfer process rarely happens overnight, so it is important that the seller continue to focus on his business, keeping it running smoothly and successfully.

Stay flexible – Negotiation involves give-and-take. Realize the buyer is probably also an entrepreneur and may be used to being in charge of situations as well. The willingness for both parties to compromise on some issues will keep the process moving to the closing table.
These suggestions are the top recommendations from experienced business brokers around the country.

How to Sell Your Business, but Keep it a Secret

“Loose lips sink ships.” It’s a familiar phrase to Americans, originally written by the War Advertising Council during World War II as “Loose lips might sink ships.” The British also used variations of the phrase that encouraged citizens and military personnel to avoid careless talk that might serve the enemy.
The phrase is still used today to caution against thoughtless chatter in general.

When selling a company, it is vitally important that confidentiality is maintained throughout the business transfer process. A breach of confidentiality may not only kill the deal, it can cause further repercussions to the seller as employees and customers may leave, creditors may begin to scrutinize more intently and competitors may capitalize on the perceived opportunity.

If a business owner is unable to disclose information, how is he supposed to sell his company?

Business brokers are professionals in this arena and have the experience and tools in place to manage the business transfer process discreetly, helping sellers maintain the utmost confidentiality until the transaction has been completed. This is accomplished by:

  • Marketing effectively
  • Qualifying buyers
  • Using documents that require confidentiality
  • Managing the information flow

 

A business broker should prepare a customized marketing approach for each company he lists for sale. This includes describing the business in a generic fashion — one that will appeal to prospective buyers without jeopardizing the seller’s identity.

Approximately 90% of prospects who initially reply to advertisements are usually not a fit at all, generally because they lack the necessary experience or cash investment for the transaction. There are also a lot of “lookers” or “tire kickers” who can easily drain a seller’s time and tax his emotional energy. Business brokers have the skills to help qualify buyers immediately before the seller is ever involved.

Business brokers use confidentiality agreements, with wording prospective buyers must agree to, in writing, before additional information is released.
Business brokers also manage the flow of information, holding the most sensitive records secure until a formal offer to purchase (with escrow deposit) has been accepted by the seller.

The business transfer process is somewhat unique in that the details of the entity being sold are not shared initially, but rather peeled away as the buyer becomes more interested and continues to offer proof of his sincerity and qualifications.