However, this article is about why you SHOULD NOT under any circumstances hire a business broker to sell your business.

1.      You have no financial records, poor records, “multiple sets” of records or are taking cash off the books that you want considered in the sale.  A business broker can’t help you. Get your financial house in order and we can talk in 12 months.

2.      You want to ‘see what happens’.  Business brokers are compensated based on performance.  Even those that charge a retainer (like ENLIGN) don’t earn a dime until and unless your business actually sells.  If you aren’t willing to sell if presented a fair offer, don’t list it and waste hundreds of hours of other people’s time.

3.      The company is about to fail or take a big hit such as the loss of your top sales person, a large account, loss of a credit line or exclusivity of a product and you aren’t willing to disclose it.  There is no way that a competent buyer will miss this during due diligence and it will either kill the deal or be priced out.  These events don’t make a company unsellable, but they must be disclosed and considered in the asking price.

4.      The company has cash flow problems or “can’t make payroll on Friday”. Properly preparing a business to be marketed takes at least two weeks.  The average time to identify and qualify a buyer, complete lending applications and underwriting can be 12 months.  Selling a business is not a quick fix it should be part of a long term strategic plan.  If you have problems big enough that you need to sell the business, who is going to pay you money for those same problems?

5.      You aren’t willing to provide any seller financing.  The fact is the majority of business acquisitions are funded by commercial loans with an SBA guarantee.  The SBA requires (it’s not an option or negotiable) that the seller finance a portion of the sale price.  Typically it’s 10% of the sale price and the term is usually 5 years.  Sometimes the seller note is on full stand-by for up to 2 years which means no interest or principal payments during that time.  If you aren’t willing to comply with SBA regulations don’t hire a broker (and understand that your business is probably now unsellable).

6.      You really want to sell it yourself but your attorney, accountant, financial advisor, private wealth manager (fill in the blank) told you that you should hire a business broker.  If you don’t believe that a business broker will save you significant time, money and frustration throughout the process and more than earn the large fee that will be paid at closing don’t hire them in the first place!  Marketing and selling a business is one of the most complex transactions imaginable.  There are multiple stakeholders including not just the buyer and seller, but their spouses as well, the lender, the SBA, the loan packager, both parties attorneys and accountants.  There are literally dozens and dozens of terms to be negotiated that all directly impact the financial benefit you will receive. 

The sale of your business is likely the highest value transaction you have undertaken so far.  It’s wise to seek the advice of your trusted advisors including a business broker.  If you ultimately choose to work with a business broker make sure you check out our free article on Questions to Ask a Business Broker. Ultimately though selling a business is a complex transaction that takes a fair amount of time that is best managed by experienced professionals. 

While there are some compelling reasons to hire a business broker to sell your business this article is intended to illustrate a few of the reasons that working with a business broker would not be advised.

Local Business Brokerage Adds New Broker to Experienced Team

Raleigh, N.C.- Jeff Snell, CBI, ABI and Principal Broker of ENLIGN Business Brokers, a firm representing profitable privately-held, Southeastern companies for sale with annual gross revenues in excess of one million dollars, has announced that Jim Swigart has joined the firm as a Broker. In this role, Swigart will serve as a liaison between buyers and sellers in business transactions.

Mr. Swigart has ten years of banking and investment banking experience and has previously worked for the middle-market M&A group of PricewaterhouseCoopers and a middle-market M&A boutique founded by the former heads of M&A at Dean Witter and Paine Webber. During those ten years, Mr. Swigart worked on closed M&A transactions with a cumulative value in excess of $1 billion.

Swigart received his MBA from Columbia University. He is also a member of the International Business Brokers Association (IBBA).

Mr. Swigart is the sixth industry professional to join ENLIGN in the 2011 making ENLIGN Business Brokers not only the fastest growing, but the largest in the region as well with 15 business brokers serving all of North Carolina, Georgia and Tennessee.

News Summary:

Jeff Snell of ENLIGN Business Brokers (www.enlign.com) has announced that Jim Swigart has joined the firm as a Business Broker.

-> Swigart received his MBA from Columbia University.

-> Swigart is a member of the International Business Brokers Association (IBBA).

Related Links: www.enlign.com/contacts.html

Quotes: “ENLIGN is raising the bar of professionalism in the business brokerage industry and I want to be a part of that.” Commented Mr. Swigart.

“Swigart extends ENLIGN Business Brokers capabilities to larger transactions and brings unique experience and talent to the team.” Added Jeff Snell, CBI, ABI.

Relevant Links: www.enlign.com/contacts.html

About ENLIGN Business Brokers: ENLIGN Business Brokers, which has its headquarters in Raleigh, N.C., provides seller and buyer services, professional negotiation, and valuation and marketing services to small- and medium-business sellers and buyers in the Southeast and nationally through the ENLIGN Business Brokers Affiliate program and ENLIGN Professional Partners Program (EPPP). ENLIGN provides business owners wishing to sell their businesses with discrete, objective counsel and valuation advice, and an innovative, comprehensive approach to marketing businesses for sale. Complete confidentiality is offered throughout the process. ENLIGN, which is a member of the International Business Brokers Association (IBBA), M&A Source and the American Business Brokers Association (ABBA), requires that its agents and affiliates have owned a successful business of their own, hold an advanced degree and be members of IBBA working towards or having completed the Certified Business Intermediary (CBI) accreditation. For more information about buying or selling a business or becoming an ENLIGN affiliate broker, contact Jeff Snell at jsnell@enlign.com or visit the Web site at www.enlign.com.

It seems to me that we’re at a fork in the road: there are some positive signs that the economy is entering the earliest stages of a long term expansion, but at the same time, if I dare read the headlines, it seems we’re destined to repeat 2008.

It’s precisely because we’re at this inflection point that I see a lot of business owners thumbing the eject button. If you’ve been thinking of selling your business, here are seven reasons to get out now:

1. You’ve lost the stomach for it

A lot of business owners took The Great Recession in the teeth. If you’ve got your business stabilized and the prospect of fighting through another recession leaves you panic-stricken, it’s time to get out.

2. The worst is behind you

Let’s say you were mentally getting ready to sell back in 2007. Then 2008 hit, and 2009 was your worst financial year in recent memory. You cut everything you could in 2010 and now, as 2011 nears an end, you’re starting to see some profit and revenue growth. With your numbers going in the right direction, now might be just the right time to get out.

3. The tax man is coming

Governments around the world are looking for money to fund the cost of an aging population. In the U.S., the capital gains tax rate is set to go up after 2012.

4. Nobody is lucky forever

If you’re lucky enough to be in a business that actually benefits from a bad economy, congratulations. You’ve probably just had the three best years of your business life. But no cycle lasts forever and right now may be a great time to take some chips off the table.

5. The coming glut

As a business owner, demographics are not on your side. As the baby boomers start to retire, we’re going to have a glut of small businesses come on the market. That’s great if you’re buying, but if you’re a seller, you may want to get out ahead of the flood.

6. The closing window

It’s been tough for private equity companies to raise money since 2008; so many firms had their last successful round of fund raising in 2007. Many of these funds have a five-year window in which to invest; otherwise they are required to give the money back to the people who gave it to them. Some boutique private equity firms will make investments in companies that have at least one million dollars in pre-tax profits (larger private equity firms will not go below $3 million in EBITDA); so if you’re in the seven-figure club, you could get a bidding war going for your business among private equity buyers keen to invest their money before they have to give it back.

7. A good time to be liquid

The stock market has been swinging wildly lately which is why it would be nice to get liquid. With cash in the bank, you will be able to take advantage of a fire sale on the stocks of good quality companies should the market sink.

The following are 5 potential traps for prospective franchisees to keep in mind when evaluating new franchise opportunities:

1. Putting Blind Faith in Sales Pitches

It is important to remember that, while the franchise relationship is to an extent a symbiotic relationship that relies on the franchisee’s ability to succeed, franchising itself is still a business, and so franchisors (some to a greater extent than others) will try to “sell” you to get you into their system. Most franchise sales pitches, like any others, will focus on the benefits of the system to the exclusion of its risks and limitations. Prospective franchisees should ask pointed questions to investigate the franchise opportunity beyond the unsolicited gloss provided by the franchisor.

2. Only Contacting the Franchisor’s “Recommended” Franchisees

One method of performing this type of due diligence is to speak with the franchisor’s current and former franchisees. Some franchisors will have lists of their “recommended” franchisees that they provide to prospects and suggest that they get in touch with. These franchisees are often “recommended” for a reason—they are the best-performing and most satisfied franchisees in the system.

The franchisor’s Franchise Disclosure Document will include contact information for all current franchisees, and all former franchisees who left the system within the last year. Prospective franchisees should use this information to their advantage when performing their due diligence.

3. Not Performing Comparative Research

Some prospective franchisees will get caught up in the hype of a famous, new or trendy franchise opportunity, and as a result fail to consider alternate opportunities. Before focusing in on one particular franchise, prospective franchisees should investigate competitive offerings, and perform comparative research to make sure that their desired franchise stacks up with the competition from an investment perspective.

4. Not Investigating Vendors and Locations Before Signing the Franchise Agreement

In addition to investigating the franchisor, prospective franchisees should investigate the franchisor’s recommended (or mandatory) vendors, and should also begin to perform research on potential locations for their franchised outlet. These are additional factors that can have significant impact on the success or failure of a franchise, and the more prospective franchisees can inform themselves about these factors, the better able they will be to make an informed decision about whether to move forward with the franchise opportunity.

5. Not Attempting to Negotiate the Franchise Agreement

Finally, I see this less and less as time progresses, but some franchisors will still claim that they are “not allowed” to negotiate the franchise agreement. This antiquated notion is simply not true, and prospective franchisees should indeed attempt to engage in active and realistic negotiations with their franchisor in light of industry, system, experience, economic and other factors. While certain provisions will understandably be deemed non-negotiable, on the whole prospective franchisees with experienced counsel should be able to negotiate reasonable modifications that limit their risk exposure and enhance their overall chances for success.

Jeff Fabian is the owner of Fabian, LLC, a boutique intellectual property and business law firm serving new and established franchisors and franchisees. Visit www.thefranchisecafe.com or www.fabianlegal.com for more information, or contact the firm directly at 410.908.0883 or jeff@fabianlegal.com. You can also follow Jeff on Twitter @jsfabian.

This article is provided for informational purposes only, and does not constitute legal advice. Always consult an attorney before taking any action that may affect your legal rights or liabilities.

1. Organized Financial Statements

Having clean, accurate, & detailed financial statements not only assists the owner better manage opportunities for growth & improvement, it helps to increase the confidence of both buyers and lenders, helping to increase the value of the company.  Removing any non-reported cash from the business is critical as any off the books “cash” will not be considered when calculating the value of the business.

2. Earnings Stability 

Businesses are valued on a multiple of “adjusted” earnings as opposed to net income reported for  tax purposes.  Showing a consistent and recurring stream of income over a 3 year period will be one of the more critical elements to increase the value of a business.  Not only will buyers be more likely to pay more for a business with growing earnings but lenders will be more likely to finance the transaction.

3. Revenue Growth

Demonstrating that there is recurring gross revenue from established clients and showing a consistent and growing top line will be essential to maximize the worth of the business. 

4. Diverse Customer Base

Ensuring that a businesses customer base is diverse without a disproportionate amount of revenue with 1 or 2 clients will assist in increasing the enterprises going concern value.  When a sizable portion of income resides with only a handful of clients a component of risk is created for the buyer. 

5. Stable Management Team

Smaller owner operated businesses typically lack a structured management team.  For these entities, it is critical that key personnel be properly trained to manage the core components of the business.  In far too many cases, the success of the business is reliant on the expertise, knowledge and capabilities of the owner operator.  Having a trained and capable staff in place when the company is being sold, will improve the business value as this valuable knowledge is not out the door when the owner leaves.  In addition, it will also eliminate the necessity for a protracted transition period which often encumbers the seller.

6. Client/Supplier Contracts

Companies that have contracts in place with clients and supply agreements established with manufacturers or distributors will enhance the business value.  Contractual agreements with clients provide the buyer with confidence that this company will be successful when the enterprise is purchased. 

7. Attractive Product Offering

Businesses who have built multiple streams of revenue involving a number of products or services help to reduce the income risk in a transaction.  Exceptions will always exist, as some businesses can be extremely successful as the dominant service or product provider.  As a general rule it is always more beneficial to not have all of the eggs in one basket. 

8. Strategic Business

There is a host of factors involved in building a successful company, and most of these involve methodical planning and the establishment of realistic goals.  A strategic business plan should be viewed as a living document, generally over a moving three year cycle.  This document assists the owner in planning the marketing, budgeting sales, and managerial tasks necessary to achieve forecasted sales and earnings.  In addition, a business plan is a requirement for every lending and financial institution who is called upon to provide capital or funding for either an acquisition or company expansion.

9. Job Descriptions/Operations Manual

Developing written job descriptions for all employees in addition to an operations and procedures manual adds significant value to the business.  Having step by step instructions on the businesses operations and procedures will provide confidence to the acquirer that they the proper information on the inner workings of the company once the owner leaves.

10. Industry Growth

Having a business in a sector or industry that has strong growth prospects is very important to both generating interest from buyers as well as creating additional value when the business is sold.  Determining what the industry forecasts and individual business drivers are will be instrumental in promoting the future value that this growth will bring.  While future growth is extremely important, most of business valuations are calculated based upon the historical 3 year period. 

Whether the strategic plan is to sell or exit the business in six months or ten years, it is essential that a business owner understand that strategic exit planning is one of the most important means to take control of the conditions and terms that they exit their company. The more time that a business owner has allocated to structure the Exit Plan and strategy, the better the opportunities will be to enhance the company value, reduce tax liabilities, mitigate key employee turnover, and minimize family issues.

Prior to constructing an exit strategy, an owner should first ascertain the value of their business in today’s dollars and the specific elements and drivers used to ascertain that value.  Having this information will ensure that the proper aspects can be addressed to maximize the transaction value when the day arrives to sell the company.

About the Author:

Michael Fekkes is a Senior Broker at ENLIGN Business Brokers in Nashville, TN.  Michael is a Certified Business Intermediary CBI®, a member of the International Business Brokers Association IBBA®, as well as a former business owner.  He can be reached at 910.691.2202 or mfekkes@enlign.com.  ENLIGN Business Brokers (www.enlign.com) is a Professional Services Firm serving the Southeast that is headquartered in Raleigh, NC with regional offices in Nashville, TN and Atlanta, GA. providing business intermediary services ranging from valuation and sale to growth through acquisition strategies.  

9/26/201

On average, privately held companies are sold every seven years and it is generally accepted that 20% of all privately held firms are for sale at any given time. Thus, it is important for business owners and their advisors to be aware of the issues that affect private business sales.

At this time, we feel that over the next several quarters there are several macroeconomic factors that will have a material impact on business owners who are considering the sale of their businesses. We have outlined them here for you and your clients to determine what, if any, action should be taken to minimize their exposure while maximizing the net retained proceeds from a business sale if such course is taken.

While ENLIGN is committed to continuing education and voluntarily maintaining certifications from the International Business Brokers Association and American Business Brokers Association, care should be taken in selecting business brokers as there is no regulation or oversight of the industry in many states. Additionally, we strongly advise all clients and prospects to retain qualified transaction professionals for legal and accounting/tax matters.

Business Transaction Statistics:

Business Brokers reduce the average amount of time required to sell a business.  Ideally, planning and preparation for the sale of a business should commence at least one year in advance of the desired exit.  Many times however this lead time is not available and the experience and relationships your business broker can bring is of additional value.

Attempting to sell a business without the assistance of a qualified transaction attorney, accountant, and business broker often results in improperly documented agreements, poor valuations, breached confidentiality and unnecessary tax burdens. Further, records show that businesses marketed by a qualified broker are three times more likely to result in an actual sale (the others close, are given away, enter bankruptcy, etc.). Selection of a qualified team should be the first item on the transaction-planning checklist.

Current Issues affecting Business Owners in 2011:

Increase of Capital Gains Tax:                    Barack Obama has stated he will support raising the Federal long-term capital gains rate to 28% from the current 15% rate. What this means for business sellers is that monies allocated to goodwill will be taxed at 28% rather than 15% – an effective increase of 46% being paid entirely from the seller’s proceeds. Those considering a sale in 1-2 years might elect to move up their timeline to retain more of the proceeds from closing by selling before such an increase can be enacted. Some financial analysts are predicting an increase to as much as 35%, although most believe 28% is most probable.

Aging of America:     In 2011 the oldest of the baby boomers start turning 65. Of the approximate 83 million of them, many are business owners and many will be looking for exit strategies over the next 5-10 years. Reports indicate that beginning January 1st, 2011 every single day more than 10,000 Baby Boomers will reach the age of 65. That is going to keep happening every single day for the next 19 years! Supply and demand will surely apply to the market for businesses for sale. As supply increases, demand will likely remain consistent with prior periods. Business owners who list their businesses earlier in the cycle should receive higher multiples as a result of being on the favorable side of supply and demand curve.

100% Bonus Depreciation:   On December 17, 2010 the Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010, also known as the 2010 Tax Relief Act, was signed. This Act amended Code Section 168(k)(5) to allow for 100-percent bonus depreciation in the first year of service for qualified property. There are certain requirements that must be met, but they are not onerous. This means that in an Asset Business Purchase the buyer, while this provision remains in place, can take up to 100% deduction of the purchase price allocated to qualified depreciable assets  against taxable income in just one year.  In theory, a business owner could make in profit up to 100% of the purchase price in first year profit and have a deduction equal to the entire purchase price.  This is an incredible window of tax planning opportunity.

The sub-prime meltdown has affected everyone. Its impact on business sellers is being felt as banks tightened credit lending standards and fewer buyers are able to obtain financing. The mid-term forecast is that fewer qualified buyers will create additional pressure on business values. Recently however a pro business sentiment has been heard from the White House as the President appears to be embracing small businesses on the path to economic recovery.  Billions have been allocated to small business lending through community banks.  These funds are accessible for small business acquisitions.

There is a “New Normal”.  Perception is reality as they say and the perception of buyers is that three years into the great recession they are tired of waiting for the economy to improve.  The new normal is represented by lower interest rates, more realistic valuations by sellers and optimism regarding upcoming elections and the natural return to an economic growth cycle.  Business buyers are reassured as reports of consumer confidence and public sector earnings reports are coming in positive and in many cases higher than expected.

We are seeing that businesses with sound financials and buyers with good credit and industry experience in the business being acquired are being financed with reasonable terms and conditions. Commercial business acquisition loans are receiving Loan Letters of Intent in as little as 2-3 days with full SBA underwriting approval in 3-4 weeks.  It pays to have team members with significant lending relationships for your buyer.

Final Considerations:

Experienced advisors should be considered to manage the process of selling a business to insure confidentiality and allow the business owner to remain focused on operating the business.

Business Brokers are an effective resource to value, market, negotiate and advise business sellers. They do not take the place of attorneys or accountants; rather they work as an intermediary by and between the parties to assist in completion of a transaction.

The potential increase in Federal capital gains tax, the retiring of baby boomers, improving credit markets, strengthening consumer confidence, temporary preferential tax treatment of assets purchased in an asset sale and public sector earnings reports has improved business buyer confidence making now an ideal time to consider selling a privately held company.

Should you wish to discuss any of these issues in more detail please contact Jeff Snell, CBI, ABI of ENLIGN Business Brokers at 919-341-1100 or jsnell@enlign.com.

Additional white papers are available at the firm’s website, www.enlign.com to attorneys and their clients without charge.

ENLIGN Business Brokers works with transaction attorneys and accountants representing profitable privately-held, NC companies for sale with gross revenues in excess of $1,000,000.00. We deliver the highest market value in the shortest amount of time, with complete confidentiality.™

The principal topic was purchasing a business as an alternate path to entrepreneurship.  Additional topics covered included; business brokerage as an industry, process of selling a business, the differences between small business and merger and acquisition transactions, business valuation, financing a business transaction, marketing a business for sale, factors that influence the value of a business, exit strategy planning and execution as well as a sample of some of ENLIGN Business Brokers current engagements and their unique characteristics.

Students were afforded a question and answer period which indicated that these groups of seniors were well prepared for business opportunities upon graduation.

Mr. Snell was invited to become a regular guest lecturer returning next semester to participate again.

The UNC Kenan-Flagler MBA program is widely recognized worldwide as one of the top business schools. 

Mr. Snell is available for speaking engagements on topics related to business ownership, operations, value maximization and principally exit strategy execution through third party sale.

Related Links: www.enlign.com http://www.linkedin.com/in/jeffsnell

News Facts:
- ENLIGN Business Brokers Principal Broker has been invited to speak to two UNC Kenan-Flagler Business School classes.

- Jeff Snell, CBI, ABI guest lectured to students on September 21^st 2011
- The core content centered around purchasing a business as another path to entrepreneurship.

-Additional discussion included business brokerage as an industry, process of selling a business, the differences between small business and merger and acquisition transactions, business valuation, financing a business transaction, marketing a business for sale, factors that influence the value of a business, exit strategy planning and execution as well as a sample of some of ENLIGN Business Brokers current engagements and their unique characteristics.

Quotes:

“Being invited to speak to some of the brightest up and coming business owners at one of the premier business schools in the world was an honor and a pleasure.” said Snell.

Keywords:
ENLIGN, Business Brokers, Jeff Snell, CBI, business, seller, exit planning, buyer, negotiation, valuation, marketing, UNC, University of North Carolina, North Carolina, NC, Raleigh, Chapel Hill, MBA, Kenan-Flagler, lecturer, speaker

About ENLIGN Business Brokers:
ENLIGN Business Brokers, headquartered in Raleigh, N.C. with a regional office in Nashville, T.N., provides seller and buyer services, professional negotiation, and valuation and marketing services to small- and medium-business sellers and buyers in the Southeast and nationally through the ENLIGN Business Brokers Affiliate program and ENLIGN Professional Partners Program (EPPP). ENLIGN provides business owners wishing to sell their businesses with discrete, objective counsel and valuation advice, and an innovative, comprehensive approach to marketing businesses for sale. Complete confidentiality is offered throughout the process. ENLIGN, which is a member of the International Business Brokers Association (IBBA), M&A Source and the American Business Brokers Association (ABBA), requires that its agents and affiliates have owned a successful business of their own, hold an advanced degree and be members of IBBA working towards or having completed the Certified Business Intermediary (CBI) accreditation. For more information about buying or selling a business or becoming an ENLIGN affiliate broker, contact Jeff Snell at jsnell@enlign.com or visit the Web site at www.enlign.com.

About UNC Kenan-Flagler Business School

The Kenan-Flagler Business School is located in the main campus of UNC located in Chapel Hill, NC.  Additionally, the Kenan Institute has offices in several international locations including Thailand, Hong Kong, Rotterdam, São Paulo and Monterrey, Mexico. Its MBA program was founded in 1952.  Recognized as one of the leading business schools worldwide and appearing in Businessweek Magazines Top 20 Business Schools every years since it’s creation in the 1980’s UNC Kenan-Flagler sets itself apart by focusing on three core principals; Values based Leadership, Hands-on experience and sustainable strategy.