Business Valuations are Critical

business valueBusiness Valuations are Critical

You need to know the value of your business and understand what variables influence value. Considering that your business could be the largest asset you own, wouldn’t it make sense to educate yourself about business valuations?

Is there enough value in the business to retire? Have you cooked the books too much (hiding your profits) so your business isn’t marketable? How does your company compare to industry standards? If something happens to you, do you have enough insurance to take care of partners and heirs?

The most common and accepted valuation method for the typical small business is based on a multiple of Owner’s Discretionary Earnings. However, that’s just a starting point.

Here are a few of the many things a bank or prospective buyer may look at that could influence value:

  • Are there layers of management or just the owner?
  • Is the owner the only technical expert?
  • Is the owner the lead salesperson with most of the relationships?
  • Is there limited growth potential in the industry by region or niche?
  • Is the business revenue trending downward?
  • Is the business cyclical or seasonal?
  • Are there significant capital expenditures for new equipment?
  • Does one customer make up a large percentage of revenue?
  • Do the financial statements accurately reflect business activity?

Whether you are a buyer, seller, or one of our professional contacts, call your business advisor at Apex Business Advisors to discuss business valuation details.

When You are Selling Your Business, Don’t Make Major Last Minute Changes

no adviceProspective buyers are looking for revenue, consistency and growth when looking at businesses to buy. Last minute changes, especially major changes, can impact the value of the business or make the buyer nervous about the unknown consequences. The buyer could also leap to an unfounded conclusion about why the owner is selling.

Here is an example:
A man talking about selling his business purchases a $700,000 piece of publishing equipment. He believes that revenues will rise and more clients will come on board because of the new capabilities. The problem is nothing can be proven yet. All we have to go on are the actual numbers from the past three years. These numbers do not support the increase in price that the seller is considering, and our recommendation is to wait to sell his business until he has proven the new publishing equipment is going to have a significant impact on the bottom line. If he decides to move forward, he will probably end up taking a loss on the capital expense if he wants to sell now.

A better way to have handled this would have been to recommend the machine and potential results to a prospective buyer. There are many ways that the prospective buyer could have funded the purchase of the equipment instead of taking on the debt. The seller was debt free when this decision was made.

Before you make a major decision, be sure to talk to your broker about the impact on business value and sale strategy as well as timing.

Beware of “Investors”

left outKnow who your investors are – Will they stand behind you?

The majority of the buyers we see (whether individual or corporate) want to acquire a business as the sole owner. Successful partnerships are rare, let alone successful investor backed buyers. We often see a buyer who claims to have investors that will back them on any given deal. This raises a red flag immediately for us based on our past experience. The investors are never at the meetings. The investors don’t fill out the forms or financial statements. They can back out at any moment, without giving any notice.

For investor backed buyers, we require all parties to sign the contracts as a group of prospective buyers.

Here are three stories of investors that have backed out of deals in the last 2 years:
1) An investor backed out at the last minute because a girlfriend he met in Las Vegas wanted to open a bar in Vegas.

2) An investor backed out at the last minute because he decided he wanted to buy classic sports cars and race them instead of buying a business.

3) The buyer and investor couldn’t agree on their shares of ownership. Investors usually want a big piece if they are the major funding source.

In all of these situations, the buyer was not in control of the deal and was left with no funding and no clear way to move forward to get the deal done. You have to be sure to protect yourself if you are going to rely on other parties to get your deal done. Do your homework and make sure that there is some kind of contract in place that outlines the partnership agreement for all parties before trying to buy a business.

If your broker has a funny look on their face if you mention that you have an investor, now you know why. Roughly 1 in 100 deals are successful when outside investors are involved. Contact an Apex Broker if you would like more information.

Checks and Balances are Required

embezzlementIt might seem like common sense, but the accounting in your business needs to be checked by a second set of eyes on a regular basis. Whether it is a mistake or intentional, the math doesn’t always add up. You may have a bookkeeper that does the daily accounting, but having an external accounting firm or accounting professional review the information is important. We recommend quarterly to semi-annually. You want to catch a problem and be able to fix it before getting into the next tax year.

There are quite a few stories to tell to illustrate what can happen, but here is one that stands out because it happened recently:

In the process of doing our due diligence on a business and asking for financial statements and tax returns, the seller’s CFO was not forthcoming with the information we need. He was not responding to our questions about the financials. It was finally discovered that he had embezzled almost $2,000,000 over many years. This obviously held up the process of selling the business. The seller had to get his books in order and the CFO was going to have to spend time in jail. The weird twist to this story is that the CFO ended up turning in the seller for insurance fraud to receive a lighter sentence. Now the seller and the CFO are in jail. No deal. This may be tongue in cheek, but you would be surprised what we run into.

We are all busy running our businesses, but this is one thing that can’t get pushed into the “for later” pile. Get an audit done regularly on your books. If you have any questions, want to hear more stories, or want an introduction to a firm that can help, give your broker a call.

Wall Street Journal Article

WSJLogoBuying an existing business is a smart, lower risk proposition when compared to starting a new company from scratch. It is also a good solution for people that don’t have a unique idea or long term, sustainable cash flow to get a new business up and running. This is a message we have been sharing for years and we saw a great article in the Wall Street Journal that backs up our view.

The following is an excerpt from the Wall Street Journal, July 31, 2011:

“If you’re interested in entrepreneurship, but lack ideas or time to create a new business, buying an established company may be a wise alternative. You’ll inherit a working infrastructure complete with resources you’d otherwise have to secure on your own, such as equipment and employees. You’ll also ideally be taking over a known brand built on a positive reputation over many years’ time.”

For more information, click here to see the full article on WSJ.com.

If you have been on the fence, not sure how the process works, or now is the time to get serious, we can help. Contact your Apex Business Advisor.

Seriously… Tax Returns Have to be Filed and Recorded

IRSLogoTax time is looming. As a business owner, it is important to actually FILE your tax returns. This might sound strange to you and it is… we actually have clients that have provided us with three years of tax returns as part of the due diligence process. As the deal progressed and the buyer’s bank was verifying financial information, they discovered that the tax returns were never filed. The IRS had no record of the tax returns.

The motivation behind this could be a couple of things. It is a way to delay paying taxes. If the business was showing a loss, they might have assumed they didn’t have to file a return. In either case, by not filing, there are going to be penalties and interest that will cause a lot more expense in the long run. This can also seriously delay the actual sale of the business and can put the deal at risk because the potential buyer could and should start asking serious questions about the business and other information that was supplied. The bank funding the deal will raise a series of red flags as well… the beginning of an uphill battle.

The fact that you did not file your taxes will be discovered at some point in the process of selling your business. This issue, as well as many others, comes up often. We can help you prepare for the sale of your business and you need to start now… it may take years of appropriate practices to make sure your business is as attractive and valuable as you think it is. Call us for a free consultation.

No Pain, No Gain

angry-manWe recently helped a buyer and seller close a transaction. This is an example of a deal that worked because the buyer and seller overcame obstacles to get it done. The following happened over the course of two months.

From the seller’s perspective
When the deal got to the lender, the seller had to provide a lot of paperwork, which is normal. The seller supplied the information and the bank lost the paperwork. (Believe it or not, this happens.) The seller submitted the packet again. The bank asked for additional information, piecemeal versus all at once. Finally, the seller had filed his tax return, but it was going to take six weeks before the bank could verify the information. The seller had to go directly to the IRS to get documentation for the bank. This can obviously be a frustrating process, but you have to hang in there. These deals happen all the time, but there are often challenges like this to get the deal done.

From the buyer’s perspective
From the moment a business goes on the market, to the time the business is sold, every day activities continue. Business needs to keep going. It is important for a potential buyer to keep this in mind.The negotiations were done. In the time between the signing of the offer to purchase and the closing of the deal, one of the current customers called and asked to be released from a portion of their contract. The buyer understood this to be part of the normal course of business and did not overreact. Also during this process, the biggest customer contract came up for renewal. The buyer and seller worked together to make sure the contract was renewed with that customer. These are the times that a buyer might throw in the towel because they forget that this is normal business activity.

All Right!Be Patient and work through it
We are dealing with attorneys, accountants, bankers, friends of friends and more. Everybody is asking for documents and the process takes time. The parties and their advisors have different agendas and points of view. When you work with Apex, we filter these requests. We collect as much information as possible. This allows us to aggregate and facilitate the sharing of information with everyone involved.

Make sure you involve your Apex Advisor through the entire process. We will help bring everything together and save you time.

Welcome – Jeff Wilson

Too often, companies don’t celebrate their growth. We are growing and excited to have Jeff Wilson join our team as a Senior Broker. Jeff joined us at the beginning of August. Doug has known Jeff for more than ten years and they go to church together. Jeff has joked that it was a REALLY long interview process… It is nice to have a strong level of trust with our most recent broker addition. Trust drives our business at every level.

Jeff was previously the Director of Children’s Services at Leawood United Methodist Church. Prior to that, Jeff was doing sales in the music industry. He also had his Real Estate license in Kansas and Missouri. It is this wealth of experience that makes Jeff a perfect fit for the Apex team. If you have a chance, please welcome Jeff by phone at (913) 433-2316 or email at .

Bringing the Right People to the Party

dorkIt surprises people how many different professionals need to be at the table as we help you buy or sell a business. Besides your broker to facilitate the process, see the list below to start getting a sense of what we are talking about:

  • Attorney with acquisition experience (Buyer and Seller)
  • Tax Attorney (Seller)
  • Accountant to help with due diligence (Buyer)
  • Banker for acquisition loan and working capital (Buyer)
  • Financial Planner to minimize tax consequences and access personal funds (Buyer and Seller)

At the end of the day, the buyer and seller want to have a successful deal. It is important to bring professionals that have the right experience to the table who understand the goals of the buyer and seller. This will allow the process to move forward efficiently instead of allowing roadblocks to kill a deal.

We have been doing business in Kansas City for a long time and know the typical players that are coming to the table for these deals. If you don’t have a relationship with one of the professions listed, we can refer you to two or three of our trusted resources that you can interview and choose who to work with.

Don’t Let Licensing “Sour” Liquor Store Deal

State by state, city by city, there are licensing requirements that need to be investigated before getting too far into a deal. For example, if your plan was to buy multiple liquor stores in Kansas, you should know that only one license per individual is allowed. What this means is that you would need a spouse and kids (of age) to own each store! That, or partner with other people to buy the stores and have each person obtain a license.

Don’t Wait To Get Started! The licensing process takes at least a month if not more!
You must follow up with the bureau and the individual working your file because they usually don’t proactively call you. In our experience you have to stay on top of the process. This definitely applies in a situation where they are missing a certain document. If you don’t follow up with them, it may sit on their desk for days.

(Note: The following requirements do not apply to serving alcohol at bars and restaurants.)

Kansas Requirements/Limitations:
You cannot be a C-Corporation (You must be a sole proprietor, S-Corp or LLC)
You must live in Kansas for a minimum period of time to operate a retail liquor store
It takes a minimum of 30 days to receive a liquor license
The state does a background check before granting your request for a license

Missouri Requirements/Limitations:
There is no limit to the number of stores an individual can own
There is a residency requirement
For more information, please visit the following resources:

KS: http://www.ksrevenue.org/abc.html
MO: http://www.sos.mo.gov/adrules/csr/current/11csr/11c70-2.pdf