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Sell Your Business For Retirement

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Most business owners plan on selling their business when they retire. For many of those owners, the proceeds from the sale will be a major part of their retirement fund. If you’re one of those people, and you’re nearing retirement age, now is the time to start planning if you want to sell your business for retirement.

There are several steps necessary to generate the greatest return on investment when selling a business. Some of those steps should be taken care of well before attempting to sell. Here are six steps an average business owner will normally take during the sales process.

1.)  Build Value Before Selling

In the majority of cases, preparing to sell includes boosting your company’s value well before selling. Buyers look at the history of a company when deciding on a purchase. That means it’s important to demonstrate a strong record of profit, whenever possible.

At the same time, many sellers should invest, well ahead of a sale, in new equipment or renovating existing machinery and fixtures prior to putting a business on the market. Investors don’t generally want to spend a great deal of money immediately after a purchase to keep a company operating. Don’t defer needed maintenance or upgrades when you’re planning to sell.  However, this needs to be carefully thought out, as significant capital expenditures right before a sale will generally favor the buyer, and not the seller.  Tread carefully.

2.) Prepare Financial Statements and Other Records in Advance

No prospective purchaser will make an offer without understanding what they’re buying. That means they’ll expect to see comprehensive profit and loss statements as well as a complete list of equipment, fixtures, and real estate included in the sale.

In all cases, it’s important to put your best foot forward when putting together the materials you intend to provide to prospective purchasers. However, it’s vitally important not to “puff” too much, as savvy buyers will quickly spot inflated figures and exaggerated claims. It’s always a good idea to work with sales professionals when planning to sell your business in Texas, as they will have the expertise to help you determine how to put together the necessary documentation. If you want to sell your business for retirement, good financials are the “oxygen” of the deal. Too many personal expenses in your financials can significantly reduce your purchase price.

3.) Establish a Realistic Valuation

While it’s tempting to throw out an asking price you feel is fair when selling a business, that’s not the best way to determine the value of a company. Many business owners tend to overestimate the value of their company, but the reverse can also be true. To market a business successfully, and in a reasonable amount of time, it’s absolutely necessary to establish a realistic value before attempting to market the business.

So, how can an owner decide what price to put on their business? As a rule, your business broker will help you through the process. In most cases, the broker will have adequate information available to reach an appropriate asking price. In special cases, it may be a good idea to work with a valuation expert who specializes in evaluating the type of business you own, in addition to the business broker.

Seeking advice from an attorney and accountant may also make sense in a lot of cases. While those experts may not be the best option for setting the price, they can help you determine how and when to sell to garner the best return.

The appraiser or business broker may also be able to share insights in how to improve the value of your business. That can mean making minor improvements to increase the curb appeal of a business or when investing in updates to equipment or hires is appropriate.

If you want to sell your business for retirement anytime in the near future, industry experts routinely recommend contacting a business broker for advice well in advance to allow time for changes and improvements necessary to improve the odds of selling quickly and for the best price.

4.) Work Closely With the Business Broker Throughout the Sales Process

Sellers rarely have the experience needed to market a business effectively, which is why it’s crucial to work closely with a business broker during the sales process. Brokers understand the entire sales process and explain each step to the seller.

Business brokers also know the best ways to approach unique situations. They will recommend strategies to retain existing employees, generate leads, and develop ways to minimize the impact on day-to-day operations during the sale.

5.) Close the Sale

Once a buyer is found, an LOI is signed, banking is initiated, and a purchase agreement is created, the next step is to close the sale. At this point, it’s common for both the seller and purchaser to use the services of attorneys, bankers, third-party valuation experts, and accountants. Each expert provides advice to sellers or buyers to make sure all steps are properly followed and the sale closes smoothly.

In the event a problem develops, the experts are there to smooth the way and ensure the sale closes as planned. Remember that issues are common, so no one should be surprised when problems occur. As a rule, it’s relatively easy to resolve issues when it’s in everyone’s best interests to do so.

6.) Plan Early to Make the Ownership Transition Flow Smoothly

Sellers are always encouraged to negotiate the terms of a transition, as there are numerous elements involved that could prove costly to the seller or buyer. With proper planning, the process of transitioning from one owner to the next will be easier.

If, for example, the buyer wishes the seller to remain on to assist with the transition, that must be spelled out in advance. That’s vitally important, as some SBA regulations will dictate how and when a seller can assist with the process.

Again, the purchase agreement will stipulate what actions each party will take during the transition. Accountants and attorneys will assist with the planning process to eliminate, or at least significantly reduce, the odds of issues developing during the change of ownership.

Start Planning Now

Now is the time to start planning, if you want to sell your business for retirement. Since a sale may take some time to complete, it’s important to start discussing the procedure with a business broker as soon as possible. The broker will explain the process involved in the sale of a business and help sellers make crucial decisions. If you’re within a couple of years of retiring, it’s important to contact a business broker for help as soon as possible.

Three Proven Strategies to FAIL in Your Business Acquisition

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Every business seeks ways to enhance market share and establish dominance in its niche. One proven strategy is to acquire other organizations that can contribute value and open new markets. However, history has shown that many acquisitions end in failure. In some cases, those failures could have been avoided. Here are three proven strategies to FAIL in your business acquisition. Are you making one of the mistakes?

1. Focusing on the Wrong Issues

In the majority of cases, acquisitions focus primarily on financials. Industry experts generally agree doing so rarely generates long-term value. While cutting costs does, indeed, help in the short term, it’s not a strategy you can repeat. In addition, cutting costs often results in reduced productivity or research and development, which hampers long-term growth.

Another common error is shopping for the cheapest acquisition rather than the one that is most likely to add value. If a company is priced too low, it generally suggests it is in distress, which can present a real opportunity or, conversely, lead to additional losses.

Of course, there are other possible issues that could impact the success (or failure) of an acquisition. For example, acquiring a company with a culture that’s totally different rarely ends well. While it’s possible to merge companies when cultural differences are present, it’s not easy.

One proven way to avoid making errors is working with advisors familiar with the acquisitions process. As a rule, acquisition experts in Texas will include a well-established broker, financial experts, and legal representatives. Those experts work closely with clients to determine which potential acquisitions are worth exploring in depth.

2. Not Having a Rationale for the Acquisition

According to industry experts, too many companies seeking acquisitions don’t have a well-defined reason for the acquisition. In some instances, a company lacks any real reason for a specific acquisition. It’s always vitally important to determine why you’re considering an acquisition. Going ahead with an acquisition simply because it looks good on paper is not in the best interests of your company or the company you’re acquiring. Understand what value the acquisition will add and make decisions based on what’s best for both organizations prior to finalizing any acquisition.

Remember that the initial acquisition is only the beginning, as integrating the two organizations will certainly present some issues. Your rationale for the acquisition should always consider how all steps in the process will impact your organization and the company being acquired. If your rationale doesn’t suggest the integration process will flow smoothly, it’s time to look elsewhere for an organization that will benefit your company.

3. Failing to Perform Due Diligence

It’s always important to understand what you’re getting into when considering any acquisition. Sellers understand they’re expected to provide details related to their organization, but not all will be forthcoming with details that might cause concern. When considering a possible acquisition, it’s attention to detail that often uncovers possible issues that must be addressed before finalizing the buying process. Here are a few of the elements to include in your due diligence.

  • Explore possible legal issues. This is where legal advisors are crucial. While it’s relatively difficult to hide tax liens and similar problems, it’s not hard to disguise other problems. For example, environmental issues can cause significant financial problems if they’re not discovered during the due diligence process. Your legal team, working with the Seller and the business broker, will provide advice when the potential for environmental problems is present.

  • Review the valuation process used. The Seller’s business broker may use one strategy to arrive at an asking price while your business valuation expert may recommend another approach. The numbers used to arrive at the asking price may be similar, but the analysis of that data may result in different final numbers. For example, the selling broker may rely on the market approach to valuation while your third-party business valuation may believe an income approach is more valuable. It’s a good idea to look at the results provided by different approaches, especially if the company being acquired is in an industry that’s outside your area of expertise.  Remember, if your deal is done through a bank that is backed by the SBA, the SBA will require a third-party, arms-length valuation.

  • Consider multiple financing options. There are usually multiple options for financing an acquisition. Some favor buyers who wish to purchase the business with as little upfront cash as possible and are willing to pay higher interest rates to close the transactions. Other buyers have significant funds available to make a large down payment and want to keep their long-term costs to a minimum. How the company is structured will also be important here, as some financing options require specific forms of ownership. Your broker can assist with determining the best ways to approach financing acquisitions.

  • Know what you’re purchasing. A complete list of assets being acquired is an absolute must. Determine the ownership of all equipment included, as it’s common for companies to lease equipment. Of course, it’s also important to determine the condition of all assets, as having to deal with major building repairs or machinery replacements will create financial liabilities after the sale.

Acquisitions will always vary to some degree, so enlist the help of advisors throughout the process to ensure no due diligence matters are omitted. In addition, remember that some factors will be more important than others in certain settings and industries.

Is It Time to Move Forward?

It’s rarely easy to determine when (or when not to) move forward with an acquisition. The process will be time-consuming and, in many cases, expensive to complete. While risks are inevitable when acquiring a business, following recommended steps tends to minimize those risks. In this article, we discussed three proven strategies to FAIL in your business acquisition.

So, what’s the first step? Discussing your objectives with acquisition experts in Texas should always be your first step. Business brokers are well-versed in the local markets and understand the steps required to complete a transaction. At the same time, your broker will recommend strategies to ensure the acquisition is successful and generates the profits you expect.

If you’re unsure which types of acquisitions will meet your needs, now is the time to discuss the various options and determine which path will provide the desired results. To get started, and avoid strategies that lead to the three proven strategies to FAIL in your business acquisition, contact a local acquisitions expert today.

2021 May Be the Perfect Year to Sell Your Business: Here’s Why

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If you own your own business, you’re among an elite handful of people who have made their entrepreneurial dreams come true. Though a significant number of Americans dream of starting their own companies, only about 10 percent have actually taken that leap and followed through with their plans. Of course, plans change, and dreams evolve. Maybe you feel like the time has come to sell your business and explore other opportunities. If so, 2021 may just be the perfect year to do so.

Getting Expert Help with Selling Your Business

Selling a business isn’t a fast or simple matter. It takes numerous steps even before placing the business on the market. You’ll need to have a business valuation performed to determine how much it’s worth.  Please be aware, if you own the real estate, the real estate is a separate transaction.  Businesses, however, are valued on cash flows. You’ll also have to get all your financial documents and affairs in order.  We, as business brokers, will create a Confidential Information Memorandum (CIM), highlighting future potential in the business, among other essential aspects.

Once the business finally reaches the market, your business broker will face a long list of challenges when dealing with possible buyers, such as negotiating prices, discussing potential problems buyers might foresee, and weeding out unqualified leads. Even after all that, only about 20 percent of businesses that are placed on the market actually sell, most of which are represented by a business broker.

Partnering with a business broker can greatly reduce the stress and hassles involved in selling your business. Here at CGK Business Sales, we’ve helped numerous Austin entrepreneurs find qualified buyers for their businesses. We’ll use our experience and expertise to increase your chances of selling and getting your asking price. We have an extensive list of buyers on hand both locally and nationally as well as a long list of additional prospects, all of whom could be the ideal buyer for your company.  We sell 90%+ of our engagements.

Why 2021 Is a Great Year to Sell Your Business

Few people would argue that 2020 was a particularly unusual year. Obviously, the pandemic brought about changes most of us never would’ve imagined experiencing in our lifetimes. Though COVID-19 dominated the headlines, it wasn’t the only event to take shape over the course of the year.

Brexit reached a new phase in its ongoing development, and the world suddenly and unexpectedly lost Kobe Bryant in a helicopter crash. On top of all that, people across the globe watched from the edge of their seats as America’s 2020 election meandered through all its twists and turns. Companies in all industries and market niches also saw their fair share of ups and downs, and those evolutions have made 2021 a great time to sell a business for many reasons.

Favorable Market Conditions

One of the main reasons 2021 could be an excellent year to sell your business is the state of the mergers and acquisitions market. It’s a seller’s market right now because more people are looking to purchase businesses than planning to sell them. At the same time, Austin’s business environment and real estate market has been deemed the hottest in the country at this point according to a recent write-up.

Austin is quickly becoming the go-to spot for businesses, and quite a few people are looking to get in on the action. For many, that means purchasing a business that already exists and placing their own unique spin on it. Numerous prospects are also looking at the matter from an entrepreneurial investment point of view because they fully understand all the potential profits to be gained.

Possible Tax Changes

Proposed changes in capital gains taxes for business sales also stand to impact entrepreneurs after this year. If you sell your business during 2021, you’ll be looking at a capital gains rate of about 20 percent. In the event the Biden administration follows through with its proposed plans, that rate will almost double during the years to come for high earners.

Even if the higher tax rates were to come to pass today, though, there’s a decent chance they won’t kick in until 2022 at the earliest, despite recent rhetoric. Selling now could save you a great deal of money when you file your taxes next April. That’s money you could use for any number of other ventures, like delving them into a new business or extending early retirement plans.

A Wealth of Opportunities

Numerous business owners are planning to sell in the immediate future. Some found themselves floundering in the wake of the pandemic. Others have simply made their money and are looking to take life a little easier moving forward. Regardless of the reasons they’re selling, they’re creating a vast range of opportunities for people who are looking to buy a business.

If you’re selling your businesses because you want to explore new entrepreneurial paths, 2021 holds plenty of opportunities in store. You could place the profits from selling your current company into purchasing an entirely new one in a different industry. Transform that business and make it your own. With the economy rebounding from pandemic-related hardships, there’s no limit to the success you might see.

Getting Out While You’re Ahead

Countless businesses fell into unprecedented times of hardship because of the pandemic. Some lost millions of dollars in potential sales due to social distancing, shelter-in-place orders, mandatory curfews, and other restrictions. On the other end of the spectrum, some businesses saw new opportunities in the glittering in the rubble and profited from them.

If your company falls into either of those categories, selling now might be a good choice. Perhaps you’re among the many who struggled just to make it through last year, and you just want to cut your losses. Maybe you seized an unexpected opportunity in the face of the adversity and came out on top, but you’d like to get out while you’re ahead. Either way, 2021 is giving you a unique range of possibilities.

Taking Advantage of the Latest Opportunities

Many business owners are thinking of selling their Austin businesses right now. As fate would have it, 2021 has brought about favorable market conditions, potential tax breaks, and a number of other opportunities. You can certainly take advantage of the circumstances, but doing so could be exceptionally difficult if you go it alone. Fortunately, you don’t have to shoulder all the burdens on your own. We’re here to help you overcome the hurdles involved in selling a business and get the most out of the experience.

Best Practices for Each Phase of Mergers and Acquisitions

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It’s natural for company owners to explore ways to move their businesses forward. In this post, we’ll describe best practices for each phase of mergers and acquisitions. In many cases, growth means acquiring another company or merging with a similar organization to gain a competitive advantage in the marketplace. However, the process isn’t always easy, and numerous decisions must be made before a merger or acquisition can be completed.

To avoid making errors, it’s crucial to know and understand how to complete the process seamlessly. Business acquisition experts know there are specific steps to follow to avoid problems during any merger or acquisition. Here are just a few of the best practices to adhere to when it’s time to move your company forward.

Create a Strategy

It’s virtually impossible to move forward without first defining what you’re attempting to accomplish and what steps you’re willing to take to achieve those objectives. During this phase, working with a business broker will make it easier to set both short- and long-term goals and define the strategies necessary to reach those goals.

Develop a List of Targets

Once you’ve established your goals and clarified the requisite strategies, the next step is to establish a list of target companies to consider. In some instances, those targets may be on the market, but that’s not always the case. Brokers providing mergers and acquisitions services may also be aware of potential targets that are not currently on the market.

Your business broker will work with you to develop a list of candidate businesses that would be beneficial acquisitions. Depending on your goals, that might mean companies which enhance your strength in a specific niche or allow your organization to expand into other market segments. This might mean buying a business in your supply chain, also known as vertical integration.

Evaluate Potential Targets

Once the basic list is established, best practices require further analysis to determine which targets should be more carefully considered and which ones are less likely to provide the required benefits. In other words, not every potential target will be what it appears to be on the surface.

Some companies will be far too disorganized to make them attractive. Others may not be investing enough in research and development, depending instead on products that are currently successful but may not be in the near future. There are also times when a potential target doesn’t have a culture or customer base that would blend with your objectives.

Contact the Targets

Next, it’s time to contact the targets. When the target is already being marketed, that process is rather simple, and your business broker will certainly handle the initial contacts. In situations where the targeted company isn’t for sale, approaching the owner will require a little more finesse.

Based on the individual situation, the initial contact might be made by the business broker, but there are times when other options might be considered. To obtain the desired results, planning the approach may take time, so don’t be in a hurry. Follow the advice of your business broker and other trusted advisors.

Begin the Valuation Process

At this stage of the process, it’s time to get down to evaluating the nuts and bolts of target company. All companies know they’ll need to provide financial reports to prospective purchasers, but not all companies will be totally upfront with their disclosures. That’s not to say they will falsify documents, but they may choose to obfuscate some less-than-ideal aspects of their financial situation. Let the experts evaluate the financial reports and determine if requesting additional information is warranted.

Having the financial reports and tax returns are important, but it’s also important to identify what assets are being purchased and what those assets are worth. To establish that, various inspectors and appraisers may be used to establish their value.

Make an Offer

After the value of each asset is better established, it’s time to develop an offer, otherwise known as a Letter of Intent or LOI. Again, the business broker will work with you to write an LOI (offer) that defines the selling price and terms. As a best practice, it’s important to have your attorney and accountant review the offer before it’s presented to minimize the potential for errors.

It’s rare for an initial offer to be accepted. The Seller will likely present a counteroffer that you’ll need to consider. Remember, negotiation is an art, which means it’s once again time to look to your business broker and other advisors for advice. They can make it easier to determine if the counteroffer is workable or if additional changes will be necessary.

Conduct the Appropriate Due Diligence

Once a basic agreement is reached, it’s time to make sure all assets and clauses included in the agreement are carefully examined. All legal matters should be reviewed by an M&A attorney to make sure there are no surprises later.

Everything you or your representatives evaluated earlier will be reviewed again to uncover hidden issues or potential problems that could create any type of issue later. For example, errors in past tax returns could, and likely would, cause problems for the purchaser or bank. Performing due diligence takes a lot of time and attention to detail, but the process should never be glossed over.

Closing the Sale

Finally, it’s time to draw up the final contracts and associated paperwork. Again, all paperwork should be reviewed by your legal team and accountants to reduce the odds of any errors in the documentation.

Begin the Integration

This is the final phase of the sale. Here, it’s always crucial to ensure the integration proceeds as smoothly as possible. Remember, the integration should leave the new organization with the best aspects of both the original company and the acquired one. That’s not always easy to accomplish and often takes some time to accomplish. The Purchaser and the Seller may both be involved in the process, depending on the terms of the sales contracts. It’s natural for company owners to explore ways to move their businesses forward. We could write an entire separate post for best practices for each phase of mergers and acquisitions integration process.

Moving Forward Begins Now

Because so much rides on the success of a merger or acquisition, take whatever time is needed to start planning now. If you’re considering acquiring another company or merging, it’s important to contact a business broker for advice. Advance planning can make the difference between a highly successful acquisition and one that provides lackluster results. Keep these best practices for each phase of mergers and acquisitions in mind, when you want to acquire a business to grow your own.

An Essential Guide to Business Acquisitions

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The time has come to look into expanding your business. One of the ways to do this is through business acquisitions, where other businesses are purchased and integrated into the existing business. Though there are various reasons for this, the steps taken through the acquisition process will be the same. Before hiring a business broker or starting the search for a business to acquire, it’s a good idea to know what to expect. This Essential Guide to Business Acquisitions will get you started down the right path.

Develop a Motive or Strategy

The first step is to establish the motive for acquiring other businesses through business acquisitions. Often, this is done to help the business expand, but there may be more specific reasons as well. This includes buying for more leverage, scaling the business quickly, helping transform the business, to diversify the business, and more. Narrowing down what the goal is can help with developing a strategy for how to find the right business to purchase. This Guide to Business Acquisitions is not meant to be an all, inclusive guide. Instead, it is meant to give you an outline of what is involved in an acquisition, if you have never done it before. As you begin the process, refer back to this Guide to Business Acquisitions to help you remember important steps. Buying a business for your existing business can also fill in gaps in your own business for a later, potential sale, someday, for your business.

Define What to Search For

What should the business have? Buyers will need to consider what they’re searching for carefully, as this will help narrow down all of the options. They may want to consider the market the business operates in, the client base, the price range, the market share, the range of products, the geographic location, and more. All of this can be used to determine which business should be purchased compared to similar businesses, when considering other business acquisitions.

Start Researching Businesses to Buy

With a good idea of what to look for, the next step is to start researching the options. A business broker can help the buyer determine which businesses meet their needs and help them find a variety of businesses to look into further. Keep the search criteria in mind to not only narrow down the options but to evaluate the businesses as well.

Plan for the Acquisition

Once the buyer has a few options in mind, they’ll want to speak with the business owner. This lets the owner of that business know that the buyer is interested in an acquisition. The goal for this part of the process is to gain more information and determine if this business owner or others are interested business acquisitions in the first place.

Do an Analysis of the Value

If everything has gone well to this point, the next step is to do an analysis of the business’s value. The buyer has the opportunity to learn more about the current financial state of the business as well as other information that can help the buyer determine if this is a suitable company to acquire.

Meet With the Business Owner

After the initial discussion and initial financial due diligence, the buyer will want to meet with the business owner to discuss the potential acquisition. It is a good idea to do this to learn more about the business’s culture as well as to get on good terms with the business owner, since they will need to help with the acquisition and integration.

Make an Offer for the Business

If the buyer is still interested after analyzing the value, the next step is to make an offer. This should be detailed and include what the owner of the business has said they might accept if they received an offer. It is important to make sure the offer matches the valuation, as the offer being significantly off can stall negotiations and end the potential sale before it has begun.

Negotiate a Price

If everything goes well through the due diligence period, the buyer and the business owner can start negotiating the final cost. This includes more than just the purchase price, though. Negotiations can also include whether the business owner will stay on as a consultant, what happens to the business assets, how current employees are handled, and more.

Do Your Due Diligence

After the business owner accepts the offer, the buyer will need to do due diligence to find out more about the business. This is where they get as much information as possible about the business they may acquire, including any potential issues. It’s imperative the buyer goes through the information carefully and makes sure they do still want to acquire the business.

Create a Purchase Contract

With everything negotiated and due diligence completed, the next step is the final purchase contract. The buyer and business owner will need to agree on the terms of the purchase and the type of contract to use for the acquisition, be an asset or stock purchase. Business owners working with a business broker can get help with the creation and signing of the purchase contract.

Finalize the Financing

The buyer should know how they’re going to finance the purchase ahead of an LOI.  However, the details of the financing will be needed before the purchase contract has been created and the agreement has been signed. Buyers do have a variety of options to use, so they will want to find the right one that fits their situation.

Closing

The closing will include the signing of all of the documents needed to complete the sale. At this point, the acquisition begins, and the buyer will be obtaining the business to help it integrate with their own. It is a good idea to have a business broker working with the buyer during this step to make sure there are no issues.

Integrate the Businesses

Though the closing is the final step of the acquisition itself, there is one more thing for the buyer to do. They will need to work on integrating the business they have purchased with their existing business. This can take some time to do, and it is a good idea to work with the previous business owner to make sure everything goes smoothly.

Though the process for business acquisition can be lengthy, this is needed to make sure the acquisition is a sound decision and that the buyer is purchasing the right business for their situation and goals. If you’re planning to buy a business in Austin TX, talk to a business broker today about what you’re looking for and what you may want to do. They’ll help you through all of the steps mentioned here and make sure you are able to find the right business then finalize the acquisition. Hopefully, this Essential Guide to Business Acquisitions will start you thinking about what is involved in buying a business for current business owners.

What Documents Do You Need When You Sell a Business?

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Is it time to retire? Or, are you looking for something new and exciting to try? If you’re ready to sell your business, what documents do you need when you sell a business? There are important steps that need to be taken. One of the first things you should do is start working with a professional business broker. A lot of information about your business will need to be compiled, and the business will need to be marketed properly to find the right buyer, or for that matter, any buyer. Your broker will be with you through every step of this, ensuring you have the best chance of selling the business and getting a good price and terms for it. Some of the documents they can help you gather or create include the following:

Confidentiality Agreement

The first thing that’s done is to create a confidentiality agreement (CA), otherwise known as a non-disclosure agreement (NDA).  The Seller will want to have a confidentiality agreement signed by the Buyer. This is designed to help keep sensitive information about the business from being released, so it’s something that benefits you, as a Seller. If the Buyer goes through due diligence, learns sensitive details about the business, then decides against purchasing it, the Seller won’t want the Buyer taking advantage of the information they’ve learned. The confidentiality agreement should be signed before any information about the business is released, including the name.  This way, the Seller is protected regarding sensitive information being released about the business, or just the fact that the business is being sold, at all.

Letter of Intent

Once a buyer has done some initial due diligence and wants to make an offer, they create a Letter of Intent (LOI).  The LOI details the conditions and terms of the sale, which include the purchase price, if a deposit is needed, terms for due diligence, and more. It is possible for the Buyer to create an LOI and submit it to the Seller, but this won’t always be the case. The business broker, attorneys, Seller, and Buyer can work together to create an LOI with terms they both agree to and are willing to sign. The LOI is a non-binding agreement, which means there isn’t yet a guarantee that the sale will happen. However, once there is an LOI signed by the buyer and the seller, the Seller will usually give the Buyer some exclusivity, and the Buyer may place a deposit in good faith. Smaller deals usually have deposits while larger deals do not, though they may have “break-up” fees.  If problems are found in due diligence or the negotiations don’t go through, the Buyer receives this deposit back, depending on timing and successful completion of due diligence. The LOI can also be used by the buyer to help secure a loan with a bank to purchase the business.

Documents for Due Diligence

The Buyer will need to do due diligence to make sure the information presented about the business is true and complete. The Seller will need to get various materials ready for diligence, but it’s something that is incumbent on the Buyer to complete. Diligence is where the Buyer examines information about the business to understand how that particular the business is run and to make sure it’s a viable going-concern.  During due diligence, the buyer will look through financial records, sales reports, profit and loss statements for the previous few years, leases, contracts, loans, records of orders, and more. It is important for the Seller to have these documents ready and available for the Buyer to view and to make sure they’re properly organized so the Buyer will get the information they need.

Purchase Agreement

If the Buyer does decide to purchase the business, the next step is the purchase agreement and the other documents that make up the “definitive agreements”. The purchase agreement is a binding agreement, and once it is signed, the buyer is obligated to proceed with the purchase, unless there are material changes to the business before closing or a major business disruption/act of God. The purchase agreement will include any details of the sale, such as the purchase price and any specific terms. Both the Buyer and Seller should agree with all information in the purchase agreement.  The attorneys for both sides will include anything needed to help protect their clients’ interests. This document can be very large, and sometimes this can be where things can become contentious.  While most business brokers are not attorneys and will not write legal language, brokers can help mediate “business decisions”.  This happens when attorneys reach a stalemate in negotiations and need both sides to make a “business” decision.

Seller Financing (Not All Sales)

The financing can differ based on the buyer’s financial situation, the risk involved in transferring the business to a new Buyer, or what the bank may be willing to lend on an acquisition. For sellers, the best option is to receive cash from the Buyer. However, many buyers cannot pay all cash, nor are they interested in taking all of the risk. Instead, they’ll need to finance the purchase. This can be done through a bank loan, but it can also be done via seller financing, or both.  If the Seller does agree to finance the business purchase, documents need to be created outlining the terms of the agreement. This is called a promissory note, or a Seller’s Note.  Seller Notes are never a pleasant option for Sellers, who then need to help finance their own business sale, but seller financing documents can help protect the seller if the buyer cannot or does not pay. If the business is purchased with cash or a bank loan, seller financing documents are not needed. However, because all small businesses are risky, some amount of seller financing could be the difference between receiving a premium for the business, or selling the business, at all.

Closing Documents

When everything else is done, the last step involves the closing documents. These usually include the bank paperwork needed to close the sale and transfers the ownership of all parts of the business to the buyer. There are a number of legal contracts included in this paperwork, so it is a good idea to have a professional help with this step. However, this is the last step so, as long as there are no outstanding issues from the previous steps.  Then, these papers can be signed, the money is wired to the Seller, and the deal is officially considered closed. Note that the closing documents can differ based on the details of the sale, such as the financing and any specific terms that may need to be included in the final paperwork.

Getting ready to sell your business takes a lot of work, and you’ll need a lot of documents to get ready to sell. Whether you’re just thinking about it now or you’re ready to talk to someone and get started, a business broker, along with a dedicated M&A attorney can help. They’ll be with you through each step of the sale and will work with you to compile all of the info needed to sell your business. Talk to a business broker today about what documents you need to sell your Austin TX business and learn more about how they’ll help you complete your next sale. What documents do you need when you sell a business? These can be the difference between selling your business or not selling at all!

Exit Strategies for Small Business Owners

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A business owner who is ready to leave their business needs to have an exit strategy. The exit strategy is simply how they’ll remove themselves as the owner of the business, how they’ll monetize their business, and how long the exit strategy will take. By working out the exit strategy in advance, small business owners have more control over their futures and the future of the business. Some of the most common exit strategies used by small business owners today include the following:

Liquidation or Walking Away

One strategy small business owners can use is to close the business and liquidate all of the assets to cover any remaining debts. This can be advantageous because it’s possible to close the business and sell off any remaining assets quickly, but it can have disadvantages as well. There is not going to be a high return on assets for the owner, and the only money they’ll receive is the money from the liquidation sale. Even when the economy is doing well, it may be difficult to get good prices for machinery or equipment the business is selling. Plus, when money is obtained, it must go to repaying debts, while anything remaining goes to the business owner.

Keep it in the Family

Some business owners may want to give or sell the business to a family owner. This could lead to a potentially smooth transaction, especially if the family member has already been a part of the business and knows what is needed to manage the business successfully. It also can allow the small business owner to continue to work in an advisory position. The downside to this is that the family members may not want to take over the business or may not have the appropriate skills to do so.

Selling to an Employee

It is possible to sell the company to current employees or managers who may be interested. The employees or managers are already familiar with the business, so they’re likely to want the business to succeed. If this is done over a long period of time, it can increase employee loyalty, as well. Unfortunately, there may not be an employee or manager who is qualified to own the business, and there may be an issue with financing the sale. Along with this, there’s the potential for clients to be dissatisfied with the new ownership or any changes in how the business is run.

Selling on the Open Market

The most popular way to sell a business is on the open market. This is also often the easiest way to sell a business, as a business broker can handle a lot of the work. If a business owner is ready to retire or wants to try something new, they can engage a business broker and look for the right buyer. This can help maximize the return for the business owner.  However, there is a lot that can influence the price of the sale. With the right business broker to help, a business valuation can be done to determine the best selling price and to potentially sell the business faster. Business owners who want to sell on the open market would be advised to work with a business broker, so they can get the best terms and profit as much as possible during the sale of the business.

Bankruptcy

While no one wants to file for bankruptcy, it does provide the opportunity to get out of a bad situation. If bankruptcy is necessary to sell the business, working with a bankruptcy attorney can allow the business owner to file and start liquidating the business. Once the bankruptcy is complete, the business owner can potentially have business debts settled.  Psychologically, it may be satisfying to not have the same responsibilities, anymore. However, it can impact their ability to obtain credit in the future and can end the relationship with suppliers, clients, and customers. If the business owner wants to open a new business in the future, the end of important relationships can be an issue.

Going Public With an IPO

Depending on the size of the business, it may be possible to go public through an IPO. This can be extremely profitable, but it is not fast. Most businesses typically take many years to build enough scale to sell to the public through an IPO.  Also, depending on the structure of the IPO, the business owner may have to wait to be able to sell their shares during what is called the “lockup” period. It’s also important to be aware, before deciding on this exit strategy, that there are higher compliance and reporting standards for a company that is public. Plus, Dodd-Frank laws state that an owner could be held personally liable for fraudulent accounting of the business, even if they were not directly involved, or any failure to disclose certain issues with the business when it goes public.

Merger or Acquisition

Mergers and acquisitions are other options for small business owners to consider. For a merger, the business owner will likely need to continue being a part of the business, for at least a transition period, so they will not be able to walk away right after the merger is done. With an acquisition, however, the business is purchased by another business. In this case, the owner will sell the business to the other company, and the other company will combine it with their own. While there will likely still be a transition period, the expectation may be that the former Owner may be able to leave, after a short transition period.  One of the downsides to acquisition is that the small business owner may need to sign a non-compete agreement, meaning they can’t open a new business in the same industry for multiple years.

When it’s time to leave a business, whether to retire or start something new, finding the right exit strategy is a must. While some of these are not desirable, like filing for bankruptcy, there are options to account for just about any situation. To get a larger profit or to make sure the business sells quickly, working with a business broker to sell the business on the open market may be the best solution. Talk to a business broker today to find out how much your business could be worth or to find out what is needed to sell your business or what exit strategies are best.

Is Selling the Business to an Employee a Good Idea?

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When it’s time to sell the business and retire or move onto something new, one option business owners may have is to sell the business to an employee. If there is an employee capable of owning the business and ready to do so, selling it to them could be a good decision and could be beneficial to the seller. However, it is important to note that there could be risks to doing this, so sellers will need to think carefully about what they want from the sale and whether selling to an employee will allow them to get what they need from the sale.

Company Retains the Culture and Values

The employee already knows everything about the business, and they likely already care about what happens to the company. They’re more likely to maintain the current culture within the company as well as stick to the company’s values. It’s also more likely they’ll retain the current employees, as they already have a connection with them and know how the employees work.  However, the Seller may want to think about whether selling to a single employee may ruffle the feathers of other employees?

More Control Over the Sale

When the buyer is an employee, the Seller often has more negotiating power and more control over the sale. They’ll be able to dictate more of the price and terms, and the buyer may be more willing to compromise since they’re already involved in the business.  However, when you only have one buyer, this can also lessen the bargaining power of the Seller, as well.

Less Hassle During the Sale

There is a lot that goes into preparing a business for sale, but some of this isn’t needed if the buyer is an employee. The employee is already familiar with the business, so there’s usually no need to produce marketing materials or try to convince them the business is worth purchasing. They already know it is. It’s still important to be transparent during the sales process, but a lot of this is easier with an employee instead of a buyer that’s not connected with the business.  Most sellers want to simply “hand over the keys” and this can be easier with an internal buyer, rather than an external buyer.

Smoother Transition to New Ownership

Since the employee already works for the company, the transfer of ownership is often a lot easier. The employees, customers, suppliers, and distributers most likely know the new owner, and there isn’t as much of a learning curve for handling the day-to-day operations of the business. This means the seller may not need to stay for consulting after the sale is completed.

There Can be Drawbacks

Of course, there are potential drawbacks or risks when selling to an employee. Some of these include the following.

  • Lower Sale Price – Most sales to employees generate a lower sale price compared to sales to other buyers.  While this may seem counterintuitive, most internal buyers would think it would be less expensive to start a new business, than pay a market price for the Seller’s business.
  • Lack of Capital – Most employees will not have the capital to purchase the business all at once or not have enough funds or credit for a bank loan. This could mean the seller must finance the sale, which can have drawbacks of its own.
  • Employees May Quit – If the owner lets employees know they’re thinking about selling, the employees may wonder if they will still have a job. This may lead them to start looking for a new job and quit instead of waiting to see what happens.  This could also happen if there are any internal jealousies that result from a certain employee buying the business versus another.

How to Sell to an Employee

The most common way to sell a business to employees is through an ESOP or Employee Stock Ownership Plan. The employees in the ESOP are able to purchase stock in the business, sharing the ownership. Each employee receives an ownership stake, and the stocks are held in a trust until they leave the company. There are various ways to fund the ESOPs, including bank and seller financing. This can provide tax advantages like a deferral of capital gains taxes, which can be beneficial for the seller. Depending on how this is structure, the owner is still able to protect the company and can take control of the company again if needed to boost sales or profits.  An ESOP can be appropriate for businesses that make $1.5 million in cash flow or higher, as this can be an expensive option.  It’s also more appropriate for businesses with a strong, internal management team.  If you’re an Owner who wears many “hats”, this may not be the correct option for you.  If you are also concerned about getting all of the money up front and not having to worry about the business going forward, this may not be a great option for you.

Determining if Selling to an Employee is the Right Move

Selling the business to an employee or multiple employees may make a lot of sense if there is an employee ready and willing to take over the business. However, it’s not always the right move to make. Business owners will need to consider whether they need the sales proceeds upfront, whether they want to maintain the business as it is and help it continue to thrive in the future, or if they’re worried about what will happen if a new owner takes over the business. If the owner does decide to sell to an employee, they should start preparing for the transfer of ownership as soon as possible.

How to Prepare to Transfer Ownership

Before the business can be sold to an employee, there are some steps the owner should take. These steps help ensure the employee is ready to take over the business and that they’re going to be able to handle the ownership once they are in charge. The steps to take include the following.

  • Training for Ownership – The training part of the transfer can be the most important. The employee learns more about how the business is run and is able to take more control over the business, but they do still report to the owner and will need to have some decisions overseen by the current owner of the company.  However, the longer the lead time, the better, especially if there are contingent payments, such as seller-financing involved.
  • Higher Management Level – The employee can be moved up to a higher level in the company. The owner still has the control, but the employee has a little more free reign to make decisions for the business and learn more about how to run the business.
  • Vesting Phase – During this, the ownership and voting rights start to transfer to the employee, and the Seller receives payments based on the agreement with the employee. The employee is now more in control over the business, and the Seller does less of the day-to-day operations.
  • Final Control Transfer – At this point, the transfer of ownership is complete. The way this looks depends on how the sale is done, so it is possible for the seller to still have some say in the company and still receive profits to cover the purchase of the business. At this point, however, the employee is the owner of the company.

Selling a business to an employee can be a good idea, but it won’t work in all situations. If you’re considering selling your business and you’d like to sell to an employee, talk to your business broker or M&A professional, and legal professionals about what to expect and how it works. Visit businessbrokersaustin.com now to get help or more information on selling the business to an employee.

Getting Help When Selling Businesses in Austin, TX

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Although buyers for Austin businesses are not in short supply, matching a buyer with an existing business isn’t always as simple as it might sound. That’s why area Austin business brokers and mergers and acquisitions experts suggest anyone contemplating selling a business work with an area professional for the best results.  In the last few years, selling businesses in Austin TX has become much more complex due to the number of companies and individual buyers moving from out-of-state to the Austin area.

Industry experts report Austin area and Central Texas are expected to experience significant growth over the next five to ten years. That prediction suggests business owners considering marketing their organization should explore their options soon to determine when to sell.

Getting Started: Evaluate the Value of a Business

Anyone asking how to sell a business in the Austin area wonders how the process actually starts. The first step is to determine the value of the business. Properly evaluating any business requires a certain level of expertise as there are many factors involved in the determination of value.

When selling a business, gross revenue figures, profit margins, equipment, and inventory all have values. Intangibles like reputation and goodwill also play roles in the business valuation, but are a little more difficult to put an exact figure on.  Here at CGK Business Sales, we have a particular expertise in business valuations.  We have been trained at some of the highest levels and passed some of the most difficult tests in the industry.  We will give you a realistic value range for your business.  We are not here to give you an absurdly high price and wait for the buyers to beat that price down.  We don’t think that’s fair.  Often, we hear of other business brokers in Austin who do this.  Then, the business does not sell and just sits on the market.  Meanwhile, these less-trained business brokers have burned some of the best, most-interested buyers.  We give you an idea of how the buyer may look at your business, how the bank may value it, and how the third-party valuation companies (in SBA deals) would look at your business.  All three of these types of stakeholders have different motivations and will look at your business in different ways.  For larger businesses, this process gets even more complex.

Putting the Best Foot Forward: Developing a Confidential Information Memorandum (CIM)

Marketing is somewhat of an art, and Austin business brokers and mergers and acquisitions professionals understand how important it is to present a business in the best light possible. The Confidential Information Memorandum (CIM) must contain all the information prospective buyers need to determine if an acquisition is viable.

Business brokers must become marketing experts, who work closely with the business owner. These mergers and acquisition professionals must give out enough information at this stage to make a buyer interested, while protecting confidential information.  Some information must, by its very nature, remain confidential during early marketing stages. At some point, later, during due diligence, all pertinent information must be disclosed to buyers.  But, at this point, the Confidential Information Memorandum’s objective is to put the business in the best possible light and then determine which buyers are more likely to take that next step in the buying process.  This is a delicate balance.  The Confidential Information Memorandum must be thorough enough to cover all the basics and then some, while protecting the seller from competitors who might use that information for their advantage.  Keep in mind, any buyer that wants to see the CIM must sign a non-disclosure agreement (NDA) ahead of time.  We also find out background information on the buyer to determine who they are, what company they are with, and whether they are financially qualified to buy the business before they see the CIM or find out any information, at all, about the seller’s business.

Moving On: Matching Buyers with Sellers

Not every business buyer matches the needs of specific sellers, which means Austin business brokers and mergers and acquisition specialists must work diligently to match a seller with an ideal buyer for their business. In some cases, that may take a little time, as the pool of buyers is in constant fluctuation. However, when determining how to sell your business, business brokers become marketing professionals and have the experience and connections necessary to pair sellers with prospective purchasers.

Negotiating Skills: Experience Makes a Difference

Austin business owners frequently ask business brokers to “sell my business” because they realize the mergers and acquisitions professionals have the skill sets necessary to negotiate a transaction properly. When the objective is to net the highest profit possible from the sale of a business, owners rarely have all the experience necessary to negotiate prices and terms effectively.  Remember, it’s not just the highest price that should always win.  The terms are very, very important to a business sale.  With sophisticated buyers, this is a common tactic; promise the highest price, but make the terms very stringent to get that highest purchase price.  Also, as deal size grows, deal structure becomes more important.  If the seller is to net the highest after-tax proceeds, careful planning is necessary, not just from your attorney or tax professional, but from the business broker, as well. When it comes to selling businesses in Austin TX, not all business brokers are created equal. We have negotiated with the most sophisticated types of buyers down to first-time buyers.

Getting to the Closing: Facing Those Inevitable Problems

Any business for sale will face problems between the signing of a letter of intent (LOI) to purchase and finalizing the transaction. There is a significant amount of due diligence that any buyer will want to do.  Even if the buyer is inexperienced, they will usually hire service providers that are experienced in this process.  Of course, if the buyer is a private equity professional or larger corporate buyer, they will have multiple types of diligence teams who will help with the due diligence process.  It’s usually best if any problems are disclosed ahead of time.  It’s a fact of life that issues no one anticipated will emerge. Your better business broker and mergers and acquisitions professionals deal with those challenges on every deal.  They will make sure the transaction closes and everyone involved is satisfied with the results.

Taking the First Step: A Simple Phone Call Gets the Ball Rolling

If you’re considering selling a business anywhere in the Austin area, it pays to consult industry experts early in the process. Doing so virtually eliminates the problems many business owners confront when going forward with a sale. If you’ve got questions about how to sell a business, the answers are only a phone call or email away. Contact an Austin business broker for help, today.  CGK Business Sales has the education, experience, and patience necessary to get your business sold.  Call us today at 512-900-3770 and we’ll be happy to speak with you in greater detail about selling businesses in Austin TX.

Maintaining Confidentiality In Your Business Sale

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For business sellers, maintaining confidentiality in your business sale is a crucial part of the sale process. If creditors, competitors, customers, or employees find out about an impending sale, it could adversely affect the business’ momentum and its value. While confidentiality is tricky, it’s less so when the owner works with an experienced, qualified Austin business broker. In this guide, readers can learn which steps to take to keep a business sale confidential.

Use Generic Descriptions

An Austin business broker will advise his or her client against using the business’ name until buyers are qualified and have signed a confidentiality agreement, also known as a Non-Disclosure Agreement (NDA). Businesses should be presented to buyers based on their strength and nature, rather than their names, and responses should be directed to the business broker to main confidentiality. Often, the business broker will also have a targeted list of buyers, which limits the number of people who have any kind of knowledge of the business sale.  If the business is advertised, the business is only advertised in the most generic terms, so that buyers do not know which business underlies the ad.  This step allows the broker to save money and time by following up only with the most qualified prospects.

Execute an NDA

It’s a good idea to have the buyer sign an NDA (non-disclosure agreement) before they begin working with the seller’s business broker. These agreements are rather broad, and they cover how much info can be shared with buyers’ partners, lawyers, accountants, and advisers. Buyers are required to work with the broker rather than going directly to the seller, which offers many benefits as far as confidentiality is concerned.  We also have different NDA’s, depending on whether the buyer is a strategic buyer (this means they are a company), a private equity firm, or high net-worth individual.  Different legal wording in these documents  can protect a seller, in the rare case where the buyer is simply fishing for information.  That being said, the grand, grand majority of our buyers are very serious.  They have no interest in starting a business from scratch.  They want to buy an established business for a reason.  That is, they want to put their skills to use right away.  Usually, these skills mean taking a business from one level to another.  They do not want to spend the two or three years it would take, at minimum, to get a business off the ground with limited to no cash flow during that time.  They would rather take an existing business and scale it to new heights.  Although tire kickers do exist in the marketplace, this rarely happens to our clients.  Our buyers have no simply interest in learning information, just to start a business from scratch.  That is a waste of their time.  They would rather spend that time scaling an existing business.

Pre-Qualify Buyers

An Austin business broker will screen potential buyers as a way of protecting the seller’s confidentiality. The firm has proprietary buyer verification methods, and the team takes the entire process seriously. If a buyer doesn’t have a resume, a LinkedIn profile, an established fund with committed capital, or some verification method, they’re not taken seriously, and they’re not qualified to buy the business.  We do not share any information with these buyers.  We ask the buyer to fill out a buyer profile, which details who the buyer is, where they work, and what kinds of fund they have.  This does a good job of weeding out potential tire kickers.

Learn What to Expect From the Broker

A qualified buyer would prefer for the business’ information to stay private because they like knowing that the broker has taken steps to protect sensitive information. Buyers should be ready to go through our proven process, and if they seem to be in a rush, they’ll likely be eliminated from the buyer pool. While it’s important for the seller to work closely with the broker, it’s vital for buyers as well.  Most of the buyers we work with have been through this process before and will quickly ask us for our NDA.  It’s usually a key sign that they have not been through this process before, if they balk at signing an NDA.  We have a verbal understanding with our sellers: You spend your time running the business while we get the deal done for you.  That’s the understand we have with sellers: You run the business and keep the cash flow going, while we run the deal.  This understanding seems to work well. Business brokers understand that maintaining confidentiality in your business sale is very important and deserves the utmost care.

Meet the Buyer In Person

After the NDA’s been signed and the buyer reviews the Confidential Information Memorandum (CIM), they will often ask for a conference call between Seller, Buyer, and Broker.  Here we get into more detailed questions and answers.  If things progress, the next step in the initial selling process is for the Austin broker to schedule an in-person meeting between the Buyer and Seller. Ideally, such meetings are held via Zoom (during covid) or at the business’s location. In-person meetings at the location, occur after hours, once all employees have left.  Serious buyers will want to see the facilities as part of due diligence, so this meeting checks one of the diligence boxes.  Buyers usually want to get a feeling for the Seller that they can’t get over the phone, so this meeting becomes part of the trust building process that needs to occur between buyer and seller.  Sellers typically take in-person buyers more seriously, and buyers will get the chance to learn whether the seller will help them during the training and transition phase.

The Final Word

As sellers review the steps listed above, they may be nervous about the process, especially if they’ve never gone through it before. An effective Austin business broker will help both parties in a way that keeps confidentiality throughout the entire process. CGK Business Sales has successfully handled many transactions over the years, and the team has an extensive knowledge base on how to successfully market and sell businesses. We know how to run an effective due diligence process to get a deal done.  Plus, we have outstanding legal, banking, and accounting referrals that will help take an opaque M&A process from start to completion.  We will begin by maintaining confidentiality in your business sale. Call today to schedule a consultation or visit the website for more details.

Contact Us

CGK Business Sales

401 Congress Ave

Austin, TX 78701

phone: (512) 900-3770

website: https://businessbrokersaustin.com