It would be great to be living in a world where each business-for-sale could be sold at the highest price. Although there isn’t a thing as a flawless company that is entirely free of any flaws, There are a variety of issues that could slow a sale, but they can be fixed when given the time. This article presents ten reasons that are frequently cited as reasons for a failed deal or an agreement that is completed that is less than its potential value.
Business intermediaries should be honest with their clients, who are sellers, informing them of the obstacles they face and the potential impact that some or all of these challenges could have on completing the transaction successfully.
1. UNREALISTIC EXPECTATIONS
A. Value/Listing Price
It is possible that the amount the business is listed for is one of the critical factors that determine the success of a sale. The owner’s emotional connection to their business, along with an experienced business intermediary’s wish to secure the listing and satisfy the seller, is an ideal recipe for catastrophe. A company that is priced too high will discourage experienced buyers from initiating communication. In addition, it can be tough to argue the value in the event that a company is priced too high. The most common outcome is that the listing will linger on the market, and the process of recovery will become more complex. After being in the marketplace for a long time at a price that isn’t right and changing the price and listing can create an entirely new set of problems, one of which is keeping the credibility of the listing.
B. Non-realistic Terms or Structure
Deal structure, as well as the allocation of assets and tax management, must be considered in a timely and efficient process. Most often, the Seller and Buyer concentrate all their efforts on the selling price and neglect the net after-tax benefits of an enterprise transaction. In the majority of cases, the seller can make an agreement that offers a higher economic return if an experienced Tax Attorney/CPA helps in structuring the transaction. Apart from the structure, there are many additional issues that could prove challenging to resolve, such as:
The seller insists on cash upon closing and is unflexible when negotiations with other conditions.
The buyer’s inability to make a personal commitment
The absence of consensus regarding the Asset Allocation
The seller insists on selling stocks (typically with C-Corp) C-Corp)
Failure to negotiate fair seller financing such as an earn-out or conditions for the non-compete.
2. PROFESSIONAL ADVISORS
To ensure that a successful sale can be successful, the business owner should have the appropriate group of advisors. An experienced mergers and acquisitions intermediary is the most crucial role, from the valuation of the business to negotiations over on the conditions, terms and the price and everything in between (confidential marketing as well as buyer qualification). Alongside the M&A advisor and a business lawyer that specializes in business-related transactions will be crucial. It is essential to find a lawyer “who has a specialization in business deals.” Anyone who has worked in the business for longer than a year can demonstrate a transaction that was unsuccessful due to the fact that the lawyer selected did not have the specialization required to handle business transactions. A savvy CPA with experience in the structuring of business transactions is the third important job. Although a business’s current accountants and lawyers may be sincerely interested in assisting their client in the sale of the company, if they’re not familiar with mergers or acquisitions, it is advised to look at other options. In some instances, it is only a matter of time after an offer has been accepted, and it’s important not to negotiate a deal that is not feasible and impossible to execute.
3. INCREASING PROFITS AND REVENUES
Most buyers are seeking businesses that are profitable that have a steady increase in earnings and revenue. If a company is not able to demonstrate a stellar history of success with inconsistent results or perhaps lower profits or revenue, issues with the deal are likely to occur. The decline in revenues and profits affects the availability of third-party funding, but it can also affect the valuation of the business. When buyers usually buy trades based on their expectations of results in the near future, investors evaluate the company based on its past earnings, with a primary focus on the last 12 to 36 months. For businesses with poor financials, the business owner must be able to articulate precise reasons for the drop. Both the lender as well as the buyer must have an accurate view of the loss to be able to evaluate the effect it’s most likely to impact the future performance. If the seller is confident that the decrease was an outlier and unlikely to occur again and is able to structure a portion to the price of purchase in terms of an earn-out may be required. In other situations, if there are more than two years of declines, both the buyer and the lender may ask, “where is the lowest point?” and what’s the new normal. In this scenario and the new normal, a drop in value is inevitable. The cash flow will be the main primary driver for business valuations as well as acquisitions. The quality and consistency of income and revenues will be among the most critical factors when evaluating the merits of an investment. This is all related to the risk. The businesses that can guarantee a regular revenue stream through contractual agreements will typically be more sought-after as opposed to companies that earn income on the basis of the project-based model.
4. Books that are inaccurate or incomplete
One of the critical elements of a successful business sale is the need for the company to have accurate, complete, and clear financial statements that correspond to the tax returns filed. These financial statements form the basis for the valuation of the business, but they also serve as the criteria used to determine whether the business can be eligible for bank transaction financing. The business is often operated as an entertainment business, which is solely focused on the short-term owner’s compensation and not focusing on the creation of long-term value. In these instances, owners have taken extravagant personal expenses that could not be recouped when calculating from the adjusted profits. Because of the importance that these documents have on the business’s financial position, it is imperative to make sure that their books are properly managed and kept up to date. Documents that are messy, insufficient, and out of date or contain excessive personal expenses can present potential buyers and lenders with reason to doubt the authenticity of the records. Not to mention businesses with cash components will have to declare 100 percent of the income to allow it to be considered into the value.
5. CUSTOMER CONCENTRATION
Smaller companies that have a few customers, which generate significant proportions of revenue for the business likely to be prone to issues with customer concentration, particularly if one customer has a more substantial share than 10 percent of the company’s sales. It is crucial for business owners to understand that a company that does not have a wide and varied customer base is at a higher risk of danger for buyers as the loss of one of these customers could be a significant impact on the company’s future earnings. In the end that the customer’s concentration could affect the value, deal structure, and even the salability of the company. Industry and vendor concentration could cause problems when selling a company. The ability to specialize can be an advantage in a business’s competitiveness and help in securing contracts. However, this exact particular industry segmentation could be detrimental when it is believed that the company has an extensive supply chain as well as many options for sourcing products and other materials.
6. THE OWNER IS THE BUSINESS
It is common for the business owner to play an essential role in the operations and administration of the company. This is particularly the case for smaller companies. One of the situations that could cause problems is when the proprietor isn’t just the face of the company but is also involved in every aspect of the business, such as sales, marketing management, operations as well as financial. If there are no central employees and there aren’t any formal procedures or processes written down, there is no reliable and consistent process of work. When it becomes clear that the company is unable to function efficiently without the owner’s involvement and knowledge, it becomes problematic. The same concern concerns the relationship that the owner might have with clients of the business. If the client does business with the industry mainly in some way that the company has with its owner, it could cause customer retention issues and possibly transition issues in the event that the business is sold. In the end, buyers are looking for businesses that operate independently of the owner of the company currently.
7. THE OWNER(S) has gotten older and HAS SLOWED-DOWN
It’s not uncommon for business owners to be slack after having run the company for a prolonged time. Being tired and lacking the previous ‘fire within the belly’ has the potential to spill into the fundamentals of business. The amount of trade shows in which the company is involved is down, and the new customer and travel sales call that was conducted on a daily basis, in the beginning, were slowed down. The expenditure on investment in the upgrading of equipment, replacement of vehicles, or marketing initiatives is being cut. Innovation has come to a slow halt, and the company is now on autopilot. The numbers have been the same, but how long? A business owner who is burned out, in a way, transmits their lack of enthusiasm and motivation to their staff and customers in a variety of various subtle methods. The result is that the performance of the company slowly starts to decline. The problem can get worse when the owner takes the decision to let go of their company and then mentally resigns in the most untimely manner. Transferring ownership could be seen by some as a highly emotional experience, and the decision to sell the business at the right time is usually overlooked until the problem becomes a burden on owners (failing health or disability, divorce or other.) and typically with a lesser value than the initial value.
8. INDUSTRIES ARE DROPPING OR FREAKING
In the past two centuries, there have been a variety of different industries which have grown and grown substantially. In the same period, several new initiatives have emerged, and others have gone extinct. The future prospects for a sector will have an immediate impact on the price and the marketability of the company when it is sold. Companies that are in the process of becoming obsolete or in a depressed market will be fighting a brutal fight when it comes to transition or sell the business. Offering a variety of services and products that are appropriate to the market and not only for today and as well with an eye on the future will allow the business owner to avoid this type of situation. This will not only aid in minimizing the effects of the decline in sales but also shows potential buyers that the company has the potential to expand in the coming years.
9. SCHOOLING THE WRONG LOANER
From loan approval to the finalization of transaction funds is a time-consuming process for business transactions that could take up to six weeks when you partner when you work with an experienced business acquisition financer. A lot of deals have failed within this timeframe due to the buyer being associated with the incorrect financial institution. It is not a better experience for everyone involved to discover after four weeks of the process that the terms of the loan initially promised were not accurate, or even worse, the bank underwriter rejected the loan.
In the area that of acquisitions for businesses, no lenders and banks are alike. There is a traditional loan, SBA backed loans, and lenders that offer cash flow-based financing, and others who only provide capital based loans. One lender might reject a borrower seeking the SBA 7a loan, while another institution is willing to accept it. Each lender has its particular and often modified lending guidelines. Thus, buyers must be sure that they are working with the correct lender from the beginning. Otherwise, time and money are lost, causing the transaction to be damaged or lost to a different, more prepared, and well-prepared applicant. Buyers should talk to the intermediary who represents the sale to find out the lenders who have reviewed the deal to fund. Naturally, buyers who have been prequalified right from the beginning and ensure that the lending criteria of the bank corresponding to the type of business they’re evaluating are the most successful in completing an acquisition.
10. COMMERCIAL PROPERTY Issues
For certain businesses, the phrase “location and location, place” is more crucial for the success of the business. In general, this applies to retail companies. If the location of the business is essential for the buyer of the business, they will require assurances to either buy the real estate or take out a long-term lease. On the other hand, it could be situated in a region of town that has been into financial hardship or is located on the property of the owner, which requires the company to be relocated. Furthermore, some businesses cannot be relocated without impacting their current customers. These circumstances create a new layer of complexity to the process.
Furthermore, the kind and size of the facility may have an impact on the purchase. If the facility isn’t adequate to offer the business a long-term growth plan, the buyer may be disinterested. Another possibility is the valuation that the building has. If the owner who is currently in charge purchased the building or landed a decade two years earlier when the finances or the recast don’t reflect the current FMV rent/lease amount, there will be valuation issues.
Transactions involving commercial real estate could be affected by Environmental Site Assessments (ESA’s) Phase 1 and Phase 2. The property that is affected by contamination can be expensive to clean and can have a negative effect on closing. In the event of this happening, it is essential for both buyers and sellers to be aware of the cost to resolve the problem, including which party is responsible and if an offset in price is required.
Other factors that can be problematic in commercial real estate are the need for zoning adjustments which require properties to be updated to the latest codes and a clear indication of who is responsible and the costs associated with this procedure. Not to be forgotten, the lease agreement between the landlord, either with an assignment of the lease or the offer of the lease to a new tenant at similar rates.
A SUMMARY
Many small company owners spend the bulk of their time developing their businesses. It’s not unusual for business owners to be so emotionally connected to their company that they overlook pronounced problems for a broker, the lender, or even a potential buyer would immediately notice. It is usual for sellers to desire to get the best price that they can in order to maximize the value of their enterprise. There’s so much false information available on the internet related to business valuations and multiples that this shouldn’t be a surprise. M&A advisors must be truthful and transparent in their efforts to educate a seller of a business about the issues that arise during a sale and the range of a fair transaction price, and also the creative ways to structure the deal, which could be considered. Aiming to please people and not addressing any potential issues can only leave sellers with wholly unrealistic goals. In business negotiations, there aren’t too many or none “pleasant unexpected events.” The ability to address issues early rather than later in the sales cycle is the best practice.
