Negotiating a Business Sale: Tools and Mindsets

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MindsetWhether you are on the buyer or seller side of a business sale, negotiating matters. The desired outcome for everyone is a successful transaction, so awareness of what you want and what the counter-party to the transaction wants is key, but it’s only a starting point. That starting point will help build a proper mindset for the negotiations.

Mindset

  • Stay positive. Do not approach this as a one-off. Assume that you will have to be in contact after the transaction occurs. Assume the best and don’t read tone into text messages or emails. Always ask your broker for advice before reacting or escalating. We can’t tell you how many deals have been threatened or simply lost due to an inability to remain positive in negotiation.
  • Price isn’t everything. Yes, at the end of the day there is a price that is being dealt with, but other deal points are just as important, even if the buyer or seller don’t yet know/realize it. Don’t fixate on the money as the defining deal point.
  • Time is (usually) the enemy. Be momentum-minded. Very rarely, if ever, do we see that more time leads to a deal closing. Time is of the essence. Stay focused, work on the tasks given to you and keep the ball moving forward with your broker and the counter-party. The transaction needs your active participation to close.

Tools

  • Know your must-haves. To be clear, in the beginning, you might have a long list of “must haves.” But if you take the time to carefully examine the list, you’ll cross off many that you aren’t willing to lose the deal over. A must-have means you are willing to walk away from a deal if it isn’t conceded. If you’re a seller, be true to the blood, sweat, and tears that you have spent building this business. If you’re a buyer, be realistic about what you can get.
  • Do your research. This will be one of the biggest decisions of your life, and certainly the biggest decision of your short to mid term future. Get to know the business and research the industry and trends. Need help with your diligence? Ask your broker for a recommendation to a local professional.
  • Give a concession, get a concession. As we said above, stay positive. You can use the items you ended up crossing off your must-haves as horses you can trade.  It’s often very easy to get a concession when you lead with an attractive concession of your own.

We know a business transaction can be intimidating.  That’s why we are here to help. We have done hundreds of deals in our time. Let us help you with yours!

Four Things to Keep in Mind When Buying a Food Service Business

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Food Service BusinessFood businesses have never been more popular. At a basic level, food, as something we consume every day, is always on our minds. But the celebritization of the industry via competitions, the Food Network, and wildly successful concepts has brought a new level of interest to this marketplace. Food service businesses have some particular things you need to keep in mind when doing your due diligence.

Lease

Every lease is different and every landlord is different too. A restaurant’s location is intimately tied to its value so if you can’t retain the location, there’s no guarantee that the business will survive. You need to make sure that the lease can transfer to you, and sometimes there is a long vetting and qualification process before such a transfer can be affected, so don’t delay the application process. If given the proper attention, this is rarely a problem, but we can give you plenty of stories of deals that got held up or actually torpedoed because of problems with the lease.

Equipment

If the equipment is leased there will often be maintenance records that go along with them, but if the equipment is owned, find out what the maintenance record is.  Find out what condition the equipment is in. Look under the hood. Kick the tires, gently.

Liabilities & Licenses

There are certain charges that follow the business, not the owner. This can include unpaid sales taxes and health code violations. Have your attorney check with the relevant agencies. It’s not about not trusting the seller. It’s about trust, but verify.

Non-compete

If it’s a chef-owner, this should be a given. These people have often (rightfully) earned a following and if they don’t sign a non-compete, they can decide (not even spitefully, but just because they want to) to open up a restaurant (similar or otherwise) near you, which could seriously hurt your business. A non-compete shouldn’t be a deal breaker, and it’s not meant to bury the seller, but rather to protect the buyer. The seller should want the buyer to succeed, so this makes sense all the way around.

Food service business can be tough, but rewarding in their own ways.  If you are serious about buying into one, or selling one you’ve cultivated, give us a call.  We’ve got the experience to help you.

Buy a Business or Buy a Job?

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Buy a BusinessNot everyone has the same goals when buying a business. In fact, many are quite happy to buy themselves a job. If we see total owner benefit (owner’s salary + discretionary earnings) of $75-100k and a workload of 40-60 hours per week, you will indeed be your own boss, but you’re the boss of your job, not of your business.

But that’s not a bad thing!

There’s nothing wrong with buying a job. There are various reasons why people might choose to do so.

  • Passion: they are crazy about manufacturing, or cookies, or manufacturing cookies, just to give some examples. They love the idea of working in something they care about. Many people have spent decades of their lives in the workforce not doing anything even close to this.  Don’t underestimate this as a motivation.
  • Want autonomy: After years of being a version of Milton on Office Space, they are tired of being told that it would be great if they could um, yeah, come in on Saturday. The allure of being your own boss often outshines all the caution in the world about, “You’ll have to stay up late,” or “Guess who doesn’t get paid if payroll is short?”
  • Dislike their current gig/industry: this can often be a complement to the passion for something else.  Often “anything but this” is not only perfectly valid, but a great way to transition into something new.

Buying a job can pay the bills and even pay down the bank loan if you needed one in order to buy the business. For those with minimal savings or ownership experience this may be the perfect way to get started in the world of entrepreneurship.

Room to Grow

Many businesses started with someone who just had a passion, or wanted autonomy, or wanted to do something new (or all three!).  The good news is that a job can always grow into a business.

  • Generate more sales from existing products or services: Very rarely do we find businesses that are doing all they can in every channel to promote and sell.  There are always opportunities to be found. Smart execution here often leads to more discretionary earnings.
  • Delegate responsibilities and bring on staff: one of the first things you can do with those extra earnings is start to build a team that can help you execute and remove yourself as the single point of failure.
  • Create new products or services: Creating new income entirely allows you even more discretionary income, which can increase the long-term value of your business and put some more money in your pocket in the short term.

Whether you want to buy a job, buy a business, or buy a job you want to build into a business, we are here to help! Give us a call.

Cautionary Tale #4: Waiting for the Next Best Offer

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WaitingSome time ago, we had a seller who had a wildly profitable business in medical equipment. He was one of the first to market, and as such had a great competitive advantage and enviable cash flow. In fact, when we first took on his business, he had several serious offers, one as high as $12M.

Unfortunately he was always looking to trade up. Instead of seeing the offer for what it was, which was more than fair given the circumstances, he kept thinking he could get more. He never really got serious with any of these offers. Despite having engaged with us as brokers, he also hated the idea of paying a commission, and so was looking to make his own deals so he wouldn’t have to pay us. We can tell you from experience that doesn’t usually work out well for the seller.

And then…reality happens

The market knows. That’s why it’s the market. Any time someone is making a lot of money, competitors are going to be attracted to the opportunity.  Competitors mean slimmer margins and the end of complacency.

Worse, the technology improved and what he was selling was no longer the newest/best. He hadn’t prepared properly for the upcoming changes and got a bit left behind. When he did end up selling some time later, it wasn’t for the $14M that he wanted or the $12M that he could have had if he had taken our advice. It was for less than $4M. That’s not shabby, for sure, but it was $8M less than he could have had.

To review:

  • When you hire a broker, you’re hiring a professional who has a vested interest in helping you sell your company. Yes, we will get paid for doing so, but that’s part of the deal. If you want to sell on your own, you’re welcome to try, but it’s going to be a lot more work than you expect, and not nearly worth what you think it will be in “savings” of your time or money.
  • Be aware that sometimes you’re making money hand over fist not because you’re special, but because you’ve hit optimum market conditions. Unless you’re going to dig in and make a career of it, it’s wise to take great offers when they come your way instead of chasing the mythical “next best offer.”