Negotiating the Price Gap Between Buyers and Sellers

Sellers generally desire all-cash transactions; however, oftentimes partial seller financing is necessary in typical middle market company transactions.  Furthermore, sellers who demand all-cash deals typically receive a lower purchase price than they would have if the deal were structured differently.

Although buyers may be able to pay all-cash at closing, they often want to structure a deal where the seller has left some portion of the price on the table, either in the form of a note or an earnout.  Deferring some of the owner’s remuneration from the transaction will provide leverage in the event that the owner has misrepresented the business.  An earnout is a mechanism to provide payment based on future performance.  Acquirers like to suggest that, if the business is as it is represented, there should be no problem with this type of payout.  The owner’s retort is that he or she knows the business is sound under his or her management but does not know whether the buyer will be as successful in operating the business.

Moreover, the owner has taken the business risk while owning the business; why would he or she continue to be at risk with someone else at the helm?  Nevertheless, there are circumstances in which an earnout can be quite useful in recognizing full value and consummating a transaction.  For example, suppose that a company had spent three years and vast sums developing a new product and had just launched the product at the time of a sale.  A certain value could be arrived at for the current business, and an earnout could be structured to compensate the owner for the effort and expense of developing the new product if and when the sales of the new product materialize.  Under this scenario, everyone wins.

The terms of the deal are extremely important to both parties involved in the transaction.  Many times the buyers and sellers, and their advisors, are in agreement with all the terms of the transaction, except for the price.  Although the variance on price may seem to be a “deal killer,” the price gap can often be resolved so that both parties can move forward to complete the transaction.

Listed below are some suggestions on how to bridge the price gap:

  • If the real estate was originally included in the deal, the seller may choose to rent the premise to the acquirer rather than sell it outright.  This will decrease the price of the transaction by the value of the real estate.  The buyer might also choose to pay higher rent in order to decrease the “goodwill” portion of the sale.  The seller may choose to retain the title to certain machinery and equipment and lease it back to the buyer.
  • The purchaser can acquire less than 100% of the company initially and have the option to buy the remaining interest in the future.  For example, a buyer could purchase 70% of the seller’s stock with an option to acquire an additional 10% a year for three years based on a predetermined formula.  The seller will enjoy 30% of the profits plus a multiple of the earnings at the end of the period.  The buyer will be able to complete the transaction in a two-step process, making the purchase easier to accomplish.  The seller may also have a “put” which will force the buyer to purchase the remaining 30% at some future date.
  • A subsidiary can be created for the fastest growing portion of the business being acquired.  The buyer and seller can then share 50/50 in the part of the business that was “spun-off” until the original transaction is paid off.
  • A royalty can be structured based on revenue, gross margins, EBIT, or EBITDA.  This is usually easier to structure than an earnout.
  • Certain assets, such as automobiles or non-business-related real estate, can be carved out of the sale to reduce the actual purchase price.

Although the above suggestions will not solve all of the pricing gap problems, they may lead the participants in the necessary direction to resolve them.  The ability to structure successful transactions that satisfy both buyer and seller requires an immense amount of time, skill, experience, and most of all – imagination.

Copyright: Business Brokerage Press, Inc.

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Tackling Growth Delusions When Buying a Business

There is no doubt about it, it can be exciting to buy a new business.  However, in the process, it is very important that you don’t become unrealistic about future growth.  Keep in mind that in the vast majority of cases, if a business is poised to quickly grow substantially, the seller would be far less interested in selling. 

Richard Parker’s recent article for Forbes entitled “Don’t Be Delusional About Growth When Buying a Business” seeks to instill a smart degree of caution into prospective buyers.  Parker notes that when evaluating a business and talking to the owner, many buyers come away with a sense that enormous growth is just “sitting there” waiting to be seized.  In particular, Parker cautions those buyers who are buying into an industry that they know nothing about; those individuals should be very careful. 

When buying into an industry where one has no familiarity, there can be a range of problems.  The opportunities that you see may not have been tapped into by the existing owner for a range of reasons.  You couldn’t possibly guess what these reasons might be without more of a knowledge base.  Since you are an outsider, you likely lack the proper perspective and understanding.  In turn, this means you may see growth opportunities that may not exist, as the seller may have already tried and failed.  Summed up another way, until you actually own the business and are running it on a day to day basis, you simply can’t make a proper assessment of how best to grow that business.

The seductive lure of growth shouldn’t be the determining factor when you are looking for a business.  A far more important and ultimately reliable factor is stability.  The real question, the foundation of whether or not a business is a good purchase option, is whether or not the business will maintain its revenue and profit levels once you’ve signed on the dotted line and taken over.  You want to be sure that the business doesn’t have to grow to remain viable.

As Parker points out, the majority of small business buyers will buy in a sector where they don’t have much experience, and that is fine.  What is not fine is assuming that you can greatly grow the business.  Of course, if new buyers can achieve that goal, that is great and certainly icing on the cake.  But don’t depend on that growth.

In the end, everyone has some ideas that work and some that don’t.  You may take over a business and, thanks to having a different perspective than the previous owner, are able to find ways to make that business grow.  But realize that many of your ideas for growing the business may fail completely. 

A professional business broker will be able to help you determine what business is best for you.  A business broker will help keep you focused on what matters most and steer you clear of the mistakes that buyers frequently make when buying a business.

Copyright: Business Brokerage Press, Inc.

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Effectively Utilizing Confidentiality Agreements

Every year countless great deals, deals that would have otherwise gone through, are undone due to a failure to properly utilize and follow confidentiality agreements.  A failure to adhere to this essential contract can lead to a myriad of problems.  These issues range from employees discovering that a business is going to be sold and quitting to key customers learning of the potential sale and taking their business elsewhere.  Needless to say, issues such as these can stand in the way of a sale successfully going through.  Maintaining confidentiality throughout the sales process is of paramount importance.

Utilizing a confidentiality agreement, often referred to as a non-disclosure agreement, is a common practice and one that you should fully embrace.  There are many and diverse benefits to working with a business broker; one of those benefits is that business brokers know how to properly use confidentiality agreements and what should be contained within them.

By using a confidentiality agreement, the seller gains protection from a prospective buyer disclosing confidential information during the sales process.  Originally, confidentiality agreements were utilized to prevent prospective buyers from letting the world at large know that a business was for sale. 

Today, these contracts have evolved and now cover an array of potential seller concerns.  A good confidentiality agreement will help to ensure that a prospective buyer doesn’t disclose proprietary information, trade secrets or key information learned about the business during the sales process.

Creating a solid confidentiality agreement is serious business and should not be rushed into.  They should include, first and foremost, what areas are to be covered by the agreement, or in other words what is, and is not confidential.  Additional areas of concern, such as how confidential information will be shared and marked, the remedy for breaches of confidentiality and the terms of the agreement, for example, how long the agreement is to remain enforced, should also be addressed. 

A key area that should not be overlooked when creating a confidentiality agreement is that the prospective buyer will not hire any key people away from the selling company.  Every business and every situation is different.  As a result, confidentiality agreements must be tailored to each business and each situation.

 When it comes to selling a business, few factors are as critical as establishing and maintaining confidentiality.  The last thing any business wants is for its confidential information to land in the hands of a key competitor.  Business brokers understand the value of maintaining confidentiality and know what steps to take to ensure that it is maintained throughout the sales process.

Copyright: Business Brokerage Press, Inc.

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The Variety of Variables Involved in Selling Your Business

Selling a business is more than a big decision, as it is also quite complex.  Finding the right buyer for a business is at the heart of the matter.  In the recent Forbes article, “Ready to Sell Your Business? Follow These 3 Tips to Find the Best Buyer,” author Serenity Gibbons outlines that selling a business is a multifaceted process with a lot of moving parts.

A central variable for those looking to sell a business is to have a coherent and well thought out exit strategy in place.  She points out that at the top of your to-do list should be selling your business the right way, and that means having a great exit strategy in place.  In fact, many experts feel that you should have an exit strategy in place even when you first open your business.

Another key variable to keep in mind is that, according to Gibbons, only an estimated 20% to 30% of businesses on the market actually find buyers.  This important fact means that business owners, who usually have a large percentage of their wealth tied up in their businesses, are vulnerable if they can’t sell.  It is vital for business owners to make their businesses as attractive as possible to buyers for when the time comes to sell.

This article points to author Michael Lefkowitz’s book “Where’s the Exit.”  This book outlines what business owners need to do to get their business ready for their exit.  Updating your books, ensuring that a good team is in place and ready to go and taking steps to “polish the appeal of your brand” are some of the important topics covered. 

Gibbons notes that “not every buyer with cash in hand is the right buyer for your company.”  Mentioned are three key variables that must be addressed when looking to find the right buyer: consider your successor, explore your broker options and find a pre-qualified buyer.

In the end, working with a business broker is the fastest and easiest way to check off all three boxes.  An experienced professional knows the importance of working exclusively with serious, pre-qualified buyers.  Since a good business broker only works with serious buyers, that means business brokers can greatly expedite the process of selling your business. 

In her article, Gibbons supports the fact that working with a business broker is a smart move.  Those looking to get their business sold and reduce an array of potential headaches along the way, will find that there is no replacement for a good business broker.

Copyright: Business Brokerage Press, Inc.

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How Employees Factor into the Success of Your Business

Quality employees are essential for the long-term success and growth of any business.  Many entrepreneurs learn this simple fact far too late.  Regardless of what kind of business you own, a handful of key employees can either make or break you.  Sadly, businesses have been destroyed by employees that don’t care, or even worse, are actually working to undermine the business that employs them.  In short, the more you evaluate your employees, the better off you and your business will be.

Forbes’ article “Identifying Key Employees When Buying a Business”, from Richard Parker does a fine job in encouraging entrepreneurs to think more about how their employees impact their businesses and the importance of factoring in employees when considering the purchase of a business. 

As Parker states, “One of the most important components when evaluating a business for sale is investigating its employees.”  This statement does not only apply to buyers.  Of course, with this fact in mind, sellers should take every step possible to build a great team long before a business is placed on the market.

There are many variables to consider when evaluating employees.  It is critical, as Parker points out, to determine exactly how much of the work burden the owner of the business is shouldering.  If an owner is trying to “do it all, all the time” then buyers must determine who can help shoulder some of the responsibility, as this is key for growth.

In Parker’s view, one of the first steps in the buyer’s due diligence process is to identify key employees.  Parker strongly encourages buyers to determine how the business will fair if these employees were to leave or cross over to a competitor.  Assessing if an employee is valuable involves more than simply evaluating an employee’s current benefit.  Their future value and potential damage they could cause upon leaving are all factors that must be weighed.  Wisely, Parker recommends having a test period where you can evaluate employees and the business before entering into a formal agreement.

It is key to never forget that your employees help you build your business.  The importance of specific employees to any given business varies widely.  But sellers should understand what employees are key and why.  Additionally, sellers should be able to articulate how key employees can be replaced and even have a plan for doing so.  Since, savvy buyers will understand the importance of key employees and evaluate them, it is essential that sellers are prepared to have their employees placed under the microscope along with the rest of their business.

Copyright: Business Brokerage Press, Inc.

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The Importance of Understanding Leases

Leases should never be overlooked when it comes to buying or selling a business.  After all, where your business is located and how long you can stay at that location plays a key role in the overall health of your business.  It is easy to get lost with “larger” issues when buying or selling a business.  But in terms of stability, few factors rank as high as that of a lease.  Let’s explore some of the key facts you’ll want to keep in mind where leases are concerned.

The Different Kinds of Leases

In general, there are three different kinds of leases: sub-lease, new lease and the assignment of the lease.  These leases clearly differ from one another, and each will impact a business in different ways.

A sub-lease is a lease within a lease.  If you have a sub-lease then another party holds the original lease.  It is very important to remember that in this situation the seller is the landlord.  In general, sub-leasing will require that permission is granted by the original landlord.  With a new lease, a lease has expired and the buyer must obtain a new lease from the landlord.  Buyers will want to be certain that they have a lease in place before buying a new business otherwise they may have to relocate the business if the landlord refuses to offer a new lease.

The third lease option is the assignment of lease.  Assignment of lease is the most common type of lease when it comes to selling a business.  Under the assignment of lease, the buyer is granted the use of the location where the business is currently operating.  In short, the seller assigns to the buyer the rights of the lease.  It is important to note that the seller does not act as the landlord in this situation.

Understand All Lease Issues to Avoid Surprises

Early on in the buying process, buyers should work to understand all aspects of a business’s lease.  No one wants an unwelcomed surprise when buying a business, for example, discovering that a business must be relocated due to lease issues.

Summed up, don’t ignore the critical importance of a business’s leasing situation.  Whether you are buying or selling a business, it is in your best interest to clearly understand your lease situation.  Buyers want stable leases with clearly defined rules and so do sellers, as sellers can use a stable leasing agreement as a strong sales tool.

Copyright: Business Brokerage Press, Inc.

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Northern Liberties has been a dense, affluent community just outside of Center City for years now, but it may be about to hit another level.

Northern Liberties Is Getting More, Taller Multifamily Developments PhiladelphiaMultifamily July 08, 2018 Matthew Rothstein, Bisnow Philadelphia FacebookTwitterLinkedInEmailPrint Tower Investments/BKV Group A rendering of Bart Blatstein’s Piazza Terminal project in Northern Liberties, Philadelphia Northern Liberties has been a dense, affluent community just outside of Center City for years now, but it may be about to hit another level. The neighborhood composed of mainly rowhomes and low- to mid-rise apartment buildings is the site of multiple proposals for mixed-use developments with floor counts in the double digits. The largest of those is Bart Blatstein’s Piazza Terminal project, his final major development in the neighborhood he revived with his original Piazza years ago. While Post Brothers recently took over part ownership and management of the original Piazza from Kushner Cos., Piazza Terminal across Germantown Avenue is set to contain multiple buildings taller than any in the original. That project is on the northeastern edge of Northern Liberties, while two developments could be on the rise on the southeastern edge. Ardmore-based US Realty owns two plots of land on either side of Front Street where it intersects with Spring Garden Street, where it proposed a parking garage and a Wawa with gas pumps to the Northern Liberties Neighbors Association at the beginning of May. The association voted against the proposal, and because gas pumps require a zoning variance in that area, US Realty has gone back to the drawing board, promising to bring a different proposal to the NLNA soon. The developer owns the office building across the street from the lots in question, and has said it will require a parking garage to accommodate the tenants there. Coscia Moos Architecture A rendering of DeSimone Auto Group’s proposal for a mixed-use development on North Delaware Avenue in Philadelphia Just one block to the east, another multifamily development has been proposed for the upcoming Civic Design Review meeting on July 10. Car dealership DeSimone Auto Group plans for a 15-story, 140K SF tower with a showroom for DeSimone’s high-end used cars on the ground floor. The proposal includes 96 apartments, split between affordable and market-rate units, taking up 127K SF from the fourth through 14th floors. The project will have a green roof deck and amenity space on top, additional amenity space on the third floor, 31 parking spaces for residents and 86 for the dealership split between the basement and the second and third floors.  DeSimone plans to sell the multifamily portion of the building once completed, the Philadelphia Inquirer reports. Once the proposal moves beyond CDR, it will have to apply for variances with the Zoning Board of Adjustment, due to its height and lack of outdoor space on the 9K SF lot.

Read more at: https://www.bisnow.com/philadelphia/news/multifamily/northern-liberties-multifamily-height-90410?utm_source=CopyShare&utm_medium=Browser

Press Release – Procision welcomes Shaun Thompson to Advisory Team

shaun thompsonProcision Business Brokers and Commercial Realty is proud to announce the addition of Shaun Thompson to our Advisory Team.  Shaun offers an impressive business background that includes nearly two decades of experience in business oversight, strategic marketing, and entrepreneurship. His diverse experience will be a welcomed benefit to Procision’s growing client base throughout the Greater Philadelphia and South Jersey region.

As a devout husband and family man, Shaun is the proud father of two beautiful young daughters. In his spare time, he practices as a musician and is classically trained in percussions and vocals. Shaun is a graduate of Full Sail University and resides in the Camden County section of South Jersey.  He is an avid investor and entrepreneur in the region and is well connected with the local business community.

Shaun boasts an extensive background in I.T., Business Operations, Performance Coaching and Analysis.  In addition to his experience as an Entrepreneur, Shaun’s professional portfolio includes the representation of technology giants such as Comcast and Sprint as well as well as the strategic liquidation of Blockbuster’s brick and mortar locations.  Consistent with Procision’s core mission, Shaun will continue to leverage his unique business experience and emphasize superior service, thoughtful planning, objective advice, and timely execution with each engagement.

Procision Business Brokers and Commercial Realty is a Business Advisory Group that provides Comprehensive Solutions for the needs of Business Owners, Investors, Landlords and Tenants in the Greater Philadelphia and Southern New Jersey Region. Procision’s offerings include the following synergistic Suite of Services:

  • PROCISION BUSINESS BROKERS – M&A Brokerage, Business Consulting and Business Valuations services
  • PROCISION COMMERCIAL REALTY – Investment Sales, Landlord and Tenant Representation, Asset Management and Consulting Services

As a diverse team of savvy professionals, they are dedicated to the aggressive growth of their services and value collaboration, development and continuous improvement in all that they do. Procision’s unwavering Mission is to function as a Trusted Business Advisor and create superior value for their Clients.

For more information, please visit them at www.Procisionbb.com or call 856-228-5151.

SHOULD YOU BECOME A BUSINESS OWNER?

female clothing store worker opening up shop

female clothing store worker opening up shop

While being a business owner may in the end not be for everyone, there is no denying the great rewards that come to business owners.  So should you buy a business of your own?  Let’s take a moment and outline the diverse benefits of owning a business and help you decide whether or not this path is right for you.

Do You Want More Control?

A key reason that so many business savvy people opt for owning a business is that it offers a high level of control.  In particular, business owners are in control of their own destiny.  If you have ever wished that you had more control over your life and decisions, then owning a business or franchise may be for you.

Owning a business allows you to chart your own course.  You can hire employees to reduce your workload once the business is successful and, in the process, free up time to spend doing whatever you like.  This is something that you can never hope to achieve working for someone else; after all, you can’t outsource a job.

Keep in mind that when you own a business or franchise, you never have to worry about being downsized or having your job outsourced.  You also don’t have to worry about asking for a raise.  No doubt business owners do have to contend with market forces and unexpected turns.  But even considering those factors, business owners clearly enjoy a greater level of control over their destiny.


Are You Willing to Forgo Benefits?

As an employee, you’ll usually be able to count on a regular income and even allowances for sick days and vacation days.  However, business owners lose money if they are sick or take a vacation.  Plus, they won’t necessary have the steady salary that employees receive as they could see their income vary from one month to the next.


Do You Want to Grow Your Income?

Business owners have the potential to grow their income and take a range of proactive steps that lead to income growth.  As an employee, your fate is far different.  Employees usually exercise either minimal or no control over the course of a business and have no say in key decisions that impact its growth and stability.  Being a business owner by contrast allows you to seize that control.

The amount of income made by business owners varies widely depending on everything from the industry to the region.  But statistics show that the longer you own your business the more you’ll make.  In fact, those who have owned their businesses for greater than 10 years tend to earn upwards of 6 figures per year.

One of the best ways to determine whether or not being a business owner is right for you is to work with a business broker.  A broker understands everything that goes into owning a business and can help you determine whether or not you have the mindset to set out on the path towards business ownership.

Profitable Frozen Yogurt and Custard Store for Sale Gloucester County, NJ

Cup of soft-serve frozen yogurt on white background.

Want to own your own business AND take the winter / holidays off? This is your chance!

This Seasonal Frozen Yogurt and Custard Franchise offers a buyer the exciting opportunity to own a Turnkey Seasonal Business that is profitable and easy to run. Located adjacent to multiple businesses that produce significant foot traffic and ideally positioned on a highly traveled thoroughfare, the business enjoys excellent exposure and visibility. Product offerings include such tasty delights as frozen yogurt, frozen custard, milkshakes, waffle bowls, ice cream sandwiches, a multitude of sundae toppings and several health conscious options. With hours that range from lunch time to late night, the shop serves the local and neighboring communities seven days per week. In addition to hosting various parties, it supports an assortment of community organizations including numerous little leagues, cheerleading teams, local schools and a performing arts venue with events and fundraising opportunities on-site.

As an established Franchise, the business utilizes a well defined supply line that assures simple and consistent product offerings. Franchise support is available to a prospective Franchisee, including comprehensive training, expertise and assistance. Additionally, the Franchisor provides a unique and flexible platform that encourages the development of additional lines of revenue. All the procedures, staffing and business structure are in place and ready for a smooth ownership transition. Prior experience is not required.

Highlights of the Business are as follows:

  • Turnkey Opportunity – no experience necessary
  • Lease – long term lease in place with advantageous rental rate
  • Facility – 1,900 sf end-cap unit with seating for 38
  • FFE – extensive build-out and equipment in place – over $300K invested
  • Exclusive franchise territory with limited outside competition
  • Visibility – Excellent exposure on a well-traveled road and end cap position

Note: Buyer must be approved by Franchisor, pay a Franchise Transfer Fee and participate in the Franchisor Training Program as a condition of the sale.

Includes: All furniture, fixtures, equipment and goodwill
PRICE – $110,000