Value Drivers or Life Drivers?

Value Drivers or Life Drivers?

I recently caught up on some reading about the value drivers to consider when selling a business. The consistent message was, just focus on 5 or 10 value drivers and you’ll maximize the value of your business when you sell it. My reaction: there’s a lot more to “maximizing the value” than this.

When I meet with a business owner, I get to know the business history, the business strengths and weaknesses (i.e. the value drivers), and other key pieces of information. I’ll deliver an estimate of the business value and review it with the owner. And sometimes, the response is … “I understand it, but I’m not going to sell my company for that”. Translation, the owner just isn’t ready to go to market … regardless of the “value drivers”.

Here’s what I’ve learned over the past 20-years. When a business owner is considering “exiting” their business, something has happened in their world, something has changed…let’s call them the life drivers.

For instance:

  • A personal matter – health issue, financial change, moving somewhere
  • A family matter that needs attention
  • Concern about surviving the next “market correction”
  • Worry how the next surge/variant of COVID will impact business
  • Just not as attentive or as “connected” to the business
  • “I don’t know what it is, but something is keeping me up at night”

Here’s my point.

    • Value drivers matter but generally, life drivers are the real motivation
    • Life drivers are private and personal; sometimes hard to see them
    • Understand how the life drivers might impact the negotiation
    • In the end, the maximum value of the business is the result of good-faith negotiations by both parties. And there’s no list of value driver for that.

Like you, we’re small business owners. We get it, and we’d love to discuss it with you. Give us a call for a free consultation.  We appreciate the opportunity to help out.


This post was written by Eddie Davis, C.P.A., C.V.A. , Harvest Business Advisors partner.

 

Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

 

Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services.

 

We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.
Seller Expectations and Repricing Issues

Seller Expectations and Repricing Issues

With a lot of activity in the market, 2020 is off to a fast start, promising to be another strong year for the sale or acquisition of privately owned companies. As always, serious sellers and buyers with the right motivation and reasonable expectations will succeed.

This month, we want to revisit the topic of buyers “repricing” an offer and how that can impact the seller’s expected transaction prices. We’ll illustrate what repricing is, how it happens and how it might impact the seller’s expected sale price.

It’s extremely important that sellers know upfront that the repricing of a deal is a possibility and what situations might require repricing. Being blindsided by an unanticipated repricing issues in the midst of the transaction process can be a potential “deal killer”.

Let’s go through a simple example to illustrate.

Disclosure: the following is a hypothetical illustration to show how repricing issues can impact the final deal price; results will vary depending on facts and circumstances

What Is Repricing

Repricing is a common occurrence and part of the normal transaction process. Repricing issues are real issues that need to be resolved (negotiated) in order to complete the deal, otherwise the deal could fail.  Repricing issues generally occur when the buyer completes their due diligence and finds issues that, in their opinion, should reduce the transaction price, a.k.a. repricing.

Seller Expectations  

Sellers need to have realistic expectations regarding the potential business value and that includes an understanding of possible repricing issues. Consider this typical scenario:

  • Bob decides to sell his business because he has realized it’s time to do what he wants to do or for some other ‘the time is now'” reason – but he has not really prepared to sell
  • Someone (a friend or associate) tells Bob that your price businesses “3 times the cash flow”
  • The past results are:

blank

  • So Bob determines his sale price is  $1,500,000    (3 times $500,000)

 

Repricing Issues

After some time, Bob finds a potential buyer who has offered $1,500,000.

But, while completing their due diligence, they discover 2 significant issues that, in their opinion, result in a repricing of their offer (a reduction from Bob’s $1,500,000 price).

They meet with Bob to review the repricing issues with the intent to renegotiate (reprice) the original price. The two issues they discover are:

    1. A need for working capital required to run the company
    2. The need to update company assets (equipment, vehicles, technology etc)

The buyer has determined (in their opinion) the additional cost (investment) for these issues are:

    1. Working capital needed:  $100,000
    2. Investment needed in capital assets:  $300,000

You can see where this is headed… the buyers are going to revise their offer (reprice) and expect Bob to accept the revised purchase price.

Sellers Expected Deal Price – Repriced

How does this impact the sellers expected sale price?

Seller’s expected sale price (above)                      $1,500,000

Buyer repricing adjustments:

blank  

 

Bottom Line:

  • Bob wasn’t aware of the issues that a buyer may object to and based his decision to go to market with a transaction price of $1,500,000 based on a formula that didn’t really consider the many factors that determine a solid price

Where do Bob go from here? Can the parties renegotiate the deal price or is the repricing significant enough to kill-the-deal and the deal fails (worst case)?

 The Takeaways

  • It is very important to work with an advisor who has experience with the business sale process and can properly value your business.
  • Buyers will search for repricing opportunities during their due diligence; it’s one of the reasons they do their diligence – it’s just part of the transaction process.
  • Keep cool: if the business price needs to be negotiated, it’s usually just a hurdle not the end of the process. But the issues can be resolved if both parties want to get the deal done and are negotiating in good faith

NOTE TO SELLERS: Owners who reinvest in capital assets, stay current with maintenance schedules and properly manage cash flow will be rewarded in the ultimate deal price. Those who don’t, won’t … it will cost you.

With experienced advisors by your side, we assure you that  a proper price will be set based on  facts and figures and,working together, most issues can be resolved to everyone’s satisfaction and the deal can go forward.

We’re here to help you with your transaction planning and our consultation is free with no obligation.

This article was written by Eddie Davis C.P.A, C.V.A., Partner at Harvest  Business Advisors.

Contact:  EDavis@HarvestBusiness.com or 301-325-7687


Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.
Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@HarvestBusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.

Five Common Questions Business Sellers Ask Business Brokers

Five Common Questions Business Sellers Ask Business Brokers

The three partners at Harvest Business Advisors – Greg Caruso, Eddie Davis and Richard Stopa – have helped hundreds of business owners sell their businesses. Each business sale process is unique – but the questions we are asked by the owners remain fairly consistent.

1. When should I sell my business?

Sometimes this question is in response to changes in the economy or the stock market. Or an owner is feeling discouraged about sales or challenges in the business.

The answer is “It Depends”. We do not have any special forecasting skills to help you make a decision. But we can tell you that business sales usually take 9-18 months, so selling is not a quick fix to a downturn.  While your business is on the market, you will need to continue to run your business, upgrade systems, keep an eye on profit opportunities, document processes and keep key employees engaged. It’s essential for the sale of the business.

Other times this question is in response to internal or personal changes. We hope you are not dealing with health issues, but if you are, the time to plan is now. If you are not as satisfied running your business, an exit planning session can help set goals so you know you have options, if and when you decide to sell your business.

 

2. How much money will I get?

This is another question without an easy answer. But realize that pricing is an art form – too high and all the buyers will be chased away, too low and you will not receive full value. It’s important to have a business valuation to establish a baseline value which will help you to determine how to price your business.

Be prepared for bargaining from buyers (that’s their role!). It’s not meant to demean your business, but it is part of the process.

 

3. Who would buy my business? How do I find buyers?

Usually, business owners think about competitor who might want to purchase their business. And we see that happen quite a bit. It’s an easy way for a business to expand their client base, their equipment and personnel. But that is certainly not the only option.

Business brokers try to look at complementary businesses who would grow their business in a new direction. An example would be a landscaping company who purchased an irrigation company. Or a law firm who acquired a consulting firm that could expand the services they provide their clients.

We also use professional associations to find businesses and business owners who are aligned. Sometimes there is an employee who is ready to be their own boss (sometimes that employee works for you!)

Business brokers, especially those who have been in the business for a few years, develop relationships with people looking for the “right” business and investors who are seeking profitable businesses to invest in. We also focus on finding more than one potential buyer, to develop an “auction” atmosphere (and a higher selling price).

4. What do I tell my employees? And when?

Long before you decide to sell your business, you should protect yourself by having your key employees sign Non-Disclosure Agreements (so they do not discuss the details of your business with anyone outside the business) and Non-Compete Agreements (so they cannot work for a competitor for a specified period of time). Both of these agreements can be customized to be fair and equitable to you and your employees.

We generally recommend not telling your employees the business is for sale until the sale is final, with the exception of key employees who may need to be involved in the due diligence process and meet with the prospective buyers. Guaranteed, your employees will know something is going on. The best you can do is present the business sale as a positive for them, an opportunity for growth.

5. What will I do after I sell my business?

There’s a question we cannot answer! After a transition period with the purchasers, most “former” business owners take some time getting used to their new normal. Some spend time improving their golf game or finding new places to fish. Others make up for lost time with their families. We’ve seen people buy an RV and hit the road – or discover a passion for giving back in their communities. The bottom line is, after your business is sold, you will decide what is next, what will make you fulfilled and happy.

 

If selling your business is on your mind, we’d be happy to talk to you about what to expect and the options and timing.  We can have a relaxed conversation by phone or over coffee to answer some of your questions. Feel free to reach out to us!


Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.

Finding Qualified Buyers for Your Business – Harvest Business Advisors (video)

Finding Qualified Buyers for Your Business – Harvest Business Advisors (video)

The business brokers at Harvest Business Advisors take the time to thoroughly understand your business and the kind of buyer most likely to be interested in purchasing your business.

How Business Brokers find Buyers

 

We tap into our extensive database of buyers, connect with our network of advisors (attorneys, CPA’s) and other proven resources. We promote your business on our website, on business brokerage sites (such as BizBuySell) and on social media.

When we have identified and verified potential buyers, a competitive “auction” atmosphere frequently emerges.

The end result is better results, higher profits for you – with a committed buyer who is a good match for your business.


 

Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business

Tips from Harvest Business Advisors on How To Sell Your New Jersey Business (video

Tips from Harvest Business Advisors on How To Sell Your New Jersey Business (video

In this brief video, the Harvest Business Advisors give their best tips on preparing your New Jersey business for sale.

Most Important Thing

Richard Stopa emphasizes the need for all information to be shared with brokers – hold nothing back (even if the details may be embarrassing or damaging).

Greg Caruso underlines the importance of staying profitable, focusing on the bottom line even as you are reaching the “finish” line.

And finally, Eddie Davis talks about the “warts” in a business – typically a balance sheet issue or a Human Resources issue that has not been adequately deal with. Eddie suggests once you are aware of these issues,  you address them head on.

Every business is new unique – but the team at Harvest Business Advisors is ready to work with you to make a business sales ready, quickly.


Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

Harvest Business Advisors provides business brokerage, business valuation, and business succession planning services. We have extensive experience in the information technology and professional services, manufacturing, distribution, and contracting fields. We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.

Selling Your IT or Software Business (video)

Selling Your IT or Software Business (video)

The business brokers at Harvest Business Advisors have worked with several IT companies, finding individual buyers or companies interested in a merger for these sellers.

In many ways, selling an IT company is no different than selling any other companies. But the IT company owners need to consider a few key characteristics of these sales, as discussed in this short video:

As with any other business, maintaining profitability is critically important, as well as implementing services that would result in recurring revenue.

Having all processes well-documented is vital and retaining key employees is a selling point.

Finally, consider a business valuation to help set your asking price. Knowing and demonstrating your businesses value means a reasonable asking price (and more profit for you).


Clients choose Harvest Business Advisors for our sage advice on profitably growing their business, accurate business valuations, and when the time is right, a consistent ability to deliver a high price as part of a smooth exit transaction.

We maintain offices in Maryland, New Jersey and Virginia. Connect with us at info@harvestbusiness.com or 877-838-4966 to discuss selling your business, ordering a business valuation or buying a business.

How May We Assist You?