Fernando Simo

Fernando Simo

In one of my recent articles, I discussed profitability (Owners Benefit) as one of the key elements in determining a business valuation. I mentioned that if a business generate limited or no cash flow, it normally can only sell its tangible assets—receivables, inventories, furniture and fixtures and equipment.—for a nominal amount. Yes, you may get more than the book value, but I find it very rare. Unfortunately, over and over again, sellers come to me wanting to sell their business at a point of no return—where the business generates no profit or negative cash flow.

Believe me, I certainly can not be too critical of those sellers—I have been there. I know how hard it is to let go of a dream. However, that is precisely why I feel obligated to write this article. That’s why I recommend an Exit Strategy.

So what is an Exit Strategy? The dictionary describes it as “a means of escaping one’s current situation, typically unfavorable,” or a method by which business owners intend to get out of an investment, cash out or sell off. Obviously, and exit strategy should be developed prior to entering into the business transaction, but if you have not, do it now!!
The strategy may include questions such as the maximum cash to invest prior to disposition; the total acceptable amount in total retained losses—normally called Stop-Loss in the stock market— and the trigger valuation for upside and downside sale of your business, among a few. In other words, establish trigger points under which you will take some action to dispose of your business—good or bad!!
Ok you ask, so what is the purpose of an exit strategy? The purpose of an exit strategy is to allow enough time to sell your business in good and bad times, knowing, to some degree what the outcome will be. 
Should you want to know more about buying or selling a business in Central Florida, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please Click here for more info.

 As I go on listing appointments, I caution sellers that there are two ways in which one can normally value small businesses (notice the word “normally” and “small”). One way values Tangible Assets, such as inventories, receivables, furniture, fixtures and equipment. The other uses a multiple of Owners Benefit (Operating Profit plus owner’s salaries, depreciation, amortization, interest and personal benefits charged to the business). In other words, if your business generates minimal or no Owner’s Benefit, what you are really selling are the business’ tangible assets—what we business brokers call an Asset Sale or Sale of Assets--depending on which broker you talk to.  Before I get most of my colleagues upset, let me explain that by definition an Asset Sale normally includes some level of goodwill and normally represent about 90% of our sales, the other being a Stock Sale.  So, in this blog I am using the words Asset Sale loosely.  Having said that,  ordinarily, you would not be able to sell your business for an amount greater than the market value of those assets—market value is in the “eye of the beholder.”  However, buyers normally define Market Value at 20-30% of the assets’ original value--please notice I said "buyers." 

 Now, there are cases in which sellers pay more than the value of the net tangible assets—creating Goodwill in the seller’s balance sheet equal to the amount in which the purchase price exceeds the net tangible assets of the acquired company. Goodwill, however, normally has a value—such as competitive advantage, brand, employees, customer base, etc.
In summary, if your business is not generating profits, what you have is an Asset Sale (Sale of Assets) and those assets need to have a realistic value assigned to them for buyers to want to buy. In my opinion, you cannot sell anything that does not have a value attached to it that is equal to or better than the buyer’s expectations. So, if you are selling, take a hard look at what you are REALLY selling and consult with your broker on pricing your business properly.
 

What is it about most of us who decide that “cheap” is better? We do it when buying clothes, shoes, furniture, car, etc, only to find out, in most instances, that our decision was not a good one. Why?? Because in the very short term, clothes look like hell and soon deteriorate, shoes fall apart and last only a few months, and our furniture rips apart easily, forcing us to go buy the same things within months-- doubling our expense!!  We do the same when buying a house.  We forgo the best location--in front of a lake or preserve-- to save a few thousands only to lose thousands more at the time of sale.  Remember, location, location??

 

Unfortunately, the same thing happens when selling or buying a business. Some examples:
1.                  Sellers normally look to lower their commission on the sale of their business, instead of looking to get better results. Most good Business Brokers charge a premium 2% over their competition because they know they can get you a better price. Do the math. If the good broker sells your business for 100% of its value and a mediocre broker sells it for 75% of what the business is worth, you actually loose 23% total!! Not a good deal, but a daily occurrence.
2.                  Buyers decide not to use a lawyer fearing a $1000.00 plus charge and eventually find themselves loosing thousands of dollars in litigation fees.
3.                  Buyers decide not to use a CPA/Accountant to perform a due diligence on their purchase (they do not want to spend the $500-$1000 required) only to regret it and lose thousand of dollars, if not all of their investment in the process.
4.                  Buyers want to buy a business based on price (normally lower price) rather than looking for a quality business with great bottom line results. Crazy!! It is better to pay $50K more for a business than to lose $100K on a bad business during your first year of operations!! Right??
 
So, please do what makes sense when selling or buying your business. Stay away from “cheap” and get quality instead—get professional help when buying or selling your business.
 
Should you want to know more about buying or selling a business in Central Florida, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com

During one of my listing appointments, I met a seller who wanted to sell his business in order to improve his quality of  life—he wanted to spend more time with his family. According to him, he spent over sixty (60) percent of his time doing things that had nothing to do with the actual operations of the business—the back office stuff.  He complained that the forty (40) percent he spent focusing on his business, although enjoyable, was not enough to provide the kind of bottom line profitability he needed to provide for his current life style. Therefore, his solution was to sell the business.

 

Unfortunately, this story is not uncommon.   Business owners should know that to improve profitability their focus should be ninety (90) percent or more on their business and a limited amount for everything else. They should focus on the critical skills needed to the run the business and outsource all non-critical areas; such as payroll, human resources services, accounting, billing and collections, etc.   Not only would you be able to focus more on your business and, therefore, generate more profits, but you may also improve profitability be reducing the cost of those time-consuming services. Today, Professional Employment Organizations (PEO’s), normally reduce the cost of payroll processing and workers compensation insurance while providing additional benefits, such as human resource services--limiting your liability as an employer while allowing you full control over your employees. Your legal fees, business insurance and employee headaches should be reduced significantly through this process.
 
So to improve your quality of life, profitability and business enjoyment, outsource!!!
 
Should you want to know more about buying or selling a business in Central Florida, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com
Wednesday, 12 October 2011 20:22

Buying a Business??--Now is the time!!

In one of my recent articles, I discussed the impact the current recession has had on the Business Brokerage world. I indicated that one of the major reasons for the negative impact has been the inability of buyers to get financing to purchase a business, particularly larger businesses-- I recently heard that the average price reduction in Florida businesses sold over the last two years, compared to the previous two years, is between $150-$200K. 
 
Now for the good news! The light at the end of the tunnel is getting really bright!! Buyers normally get financing from three key areas: Commercial Banks, the seller, and the Small Business Administration (SBA). I believe these areas are becoming a lot more flexible in providing financing today than just a few months ago. As the financial markets and the banking system go back to some degree of normalcy, Commercial Banks are more receptive to providing business loans. Likewise, sellers are beginning to understand that without a significant amount of seller financing, their business will not sell and they may have to wait months, or years, to sell their business.  
 
Most importantly, the SBA became a lot more flexible by making changes to the acquisition policies impacting purchases which included Intangible Assets. These changes give “Preferred Lender Providers” more flexibility to provide business loans WITHOUT going through the SBA for final approval. In addition to providing “PLP’s” with greater flexibility, the changes give buyers more leeway in what regards the minimum amount of equity they must invest for the project.
 
Wonderful, right?? So, with greater levels of financing available and businesses sale prices at their lowest level, there has never been a better time to buy your dream business. Now is the time!!!
 
Should you want to know more about buying or selling a business in Central Florida, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com .
Wednesday, 12 October 2011 20:22

Selling your Business??--Yesterday is History

As we brokers begin the process of selling someone’s business, we normally ask the seller to provide four specific items: Year-to-Date Financial Statements; at least three (3) years tax returns; a list of furniture and fixtures and equipment; the lease agreement. All of these items will provide a piece of the puzzle in valuing someone’s business and determining what the right price for it should be. In this article, I will focus on financials and taxes.
 
For most sellers, providing the last three (3) years tax return, in addition to current financials, becomes a real difficult chore.  On the other hand, as I mentioned in previous articles, buyers rely heavily on good, recent, financial data to make a decision about the business. Yesterday is history!! This is particularly true in a recessionary economy, where significant drop in revenues and profits results in lower market values.  
 
Now let’s assume that the seller provides the tax return and current financials data and we effectively “price” the business when we list it. It does not end there. What we need is an update of the financials, at least every six months. The primary reason is, of course, valuation. The value of your business may go up based on the current financials—after recasting. So we may be able to increase the price on the listing—the bad news is that if profits decline significantly, the seller may have to reduce the price in order to be competitive in the market place.
 
The problem some of us brokers face is that once the seller provides the initial tax and financial data, getting current financials is like “pulling teeth.” The good news is that those who keep their listing “current” have a greater chance of selling their business than those who do not. Help your broker help you and remember, yesterday is history, today is what counts!! 
 
Should you want to know more about buying or selling a business in Central Florida, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com .

More often than not, as I go on a listing appointment, the seller looks at me with concerned eyes and makes the following/or similar statement:  “My business does not generate enough profit for me to sell it; I really cannot afford to sell for the price that I may get.”   This may be a wrong assumption solely based on the profitability of the business.

 First of all, the value of your assets, such furniture, fixtures and equipment (ff&e) may be enough to warrant a reasonable price and secondly, and most importantly, profit does not equal benefit.    Although your Net Income may be in the red, the (Owners) benefit generated by your business may be in the thousands of dollars.   I recently dealt with a seller whose profit and loss statement showed $50K worth of net losses, only to discover after analyzing the result of operations, that the real cash flow generated by the business was better than $150K.  There were the usual add backs, but one very unusual--$170K write off of bad debts—a significant amount of which was nonrecurring.  So what truly represents Owners Benefit?   Well, we take your net income and add back to it:

 

1.                  Owners Salaries.  Although a P&L expense, this is definitely a benefit to the buyer.

2.                  Personal Car Expenses.  Normally, owners write off all expenses associated with their car—including, but not limited to car insurance.

3.                  Other Benefits.  Health Insurance, Life Insurance charged to the business becomes a benefit to the buyer.

4.                  Depreciation and Amortization of costs.  These expenses are not cash expenses nor will they belong to the new owner.  As such, we add them back as a benefit.

5.                  Interest Expense.  The interest is normally associated with a seller’s loan.  Therefore, not an expense to the new owner.

6.                  Major Legal Fees.  Normally apply only to the seller are commonly non-recurring expenses.

 So, if you are thinking about selling your business, you may have a lot more value than you think.  A simple analysis may determine that your contribution to the bottom line may be greater than you expect.  Remember, the owners benefit times a multiplier (normally 2-3 times) may become a reasonable sales price/value for your business.

 

 

Should you want to know more about buying or selling a business in Central Florida, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com .

Wednesday, 12 October 2011 20:20

Buying a Business??--The Golden Years!!

As we move into the golden years, something happens to many of us (yes, it happened to me)—we want to become entrepreneurs!  I think that the need to protect the financial viability of the rest of our life, force us into thinking that the only way we can effectively do so is by investing in a business of our own.   Please, think it over.  More often than not, we lose a significant amount of our life savings, if not all of it.  We foolishly use our 401K, the equity in our homes, etc. to fulfill the entrepreneurial dream: Financial Security and independence.

So, here is my two cents on this subject.    

1.                  Experience.  Please do not buy a business unless you do have some level of experience running this business. 

2.                  Investment.  Your total investment should be less than 20% of the amount you have in savings.  If you must borrow from a commercial bank or any other source, stay away from personal guarantees—easier said than done!

3.                  Business Model.  The easier the business model, the greater your chances of success.  Stay away from complicated models, such as restaurants, where you handle inventories, people issues, the health department, and a significant amount of overhead.  There are many businesses out there with low overhead and ease of management--Normally in the service industry.  Select those!!  By the way, although the business may be, a franchise system IS NOT a simple Business Model.   The only one benefiting from a franchise system is the franchisor.  The franchisees find themselves paying up to 10% of the net revenues of the company (royalties plus advertising and others) while struggling to make ends meet.

4.                  Run it.  Absentee ownership does not work.  If you must buy a business, make sure that you are the owner-operator of the business.   A business ran by an absentee owner may be losing money through understated revenues and inflated expenses.

5.                  Prepare a Financial Plan.  Know about the good, the bad and the ugly of the business.  Use assumptions indicating the best and worse outcomes and develop an exit strategy to get out of it.

6.                  Use Professional Advice.  Use lawyers to help you through the myriad of contracts and agreements you may sign and accountants/business consultants to help you decipher the financial requirements.    Additionally, get independent advice from a business broker prior to buying your business.

7.                  Work.  Are you willing to work 24/7?  As an owner, you may be required to do so.

As you enter into your golden years, you just may be happier getting the 5-10% earnings you may get from your investment savings.  Enough said.

Should you want to know more about buying or selling a business, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com .

During the week, I had a discussion with a very talented individual whose job is to help businesses “get well” financially through leadership development.  He asked for my opinion regarding valuation and exit strategies.   The essence of his question dealt with a topic in the mind of many-a-business:  when can I sell my business in order to get the most value? 

Now, I know that many of my colleagues may have their own answer to this question.  However, I gave him a very simple answer:  Treat your business as if you were either buying or selling stock.   Now, let’s not count those businesses which must sell for personal reasons, such as health problems; relocation requirements; moral or ethical issues; conflicts with partners or the BIG ONE; cash flow.   Those businesses, unfortunately, must sell at whatever price the market demands based on current business conditions and profitability.  No, I am talking about those businesses which began with an expectation/plan.

People buy stock because they expect a certain level of either growth (accumulation of equity) or earnings (Dividends).  Likewise, entrepreneurs enter into business opportunities after the development of financial forecast projecting the sales and earnings growth of the entity, given a certain Internal Rate of Return (IRR) —and in some cases, after a clear definition of an exit strategy.  So, they “buy” with an understanding of the risks/rewards associated with the opportunity.  So when should they sell?? 

Just like stock, these businesses should sell when the results of operations are significantly less than or more than expectations.  Depending on many factors, significant growth normally means a new concept/industry and, guess what?? major corporations normally look favorably to buying into and diversifying into growth markets. Sell it!!  If the results are significantly less than expected, sell it!!  Isn’t that what you would do if the stock falls by a specified percent?  If you do not, chances are that you will lose more in the long run.

So, treat the sale of your business as you would treat the sale of stock.  Yes, I know too simplistic, but true.

Should you want to know more about buying or selling a business, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com .

Ok, so what in the heck do Business Brokers do to EARN a living??  I really think that very few people truly understand how they add value to the process of selling or buying a business.   Although brokers help sellers value their business; structure it for sale; market it (confidentially) for sale; coach buyers; show their business; qualify buyers for financial capability to buy the business and, conduct most of the negotiations.  Our job really begins when the buyer makes an offer.

When a buyer makes an offer, we prepare a Purchase Agreement for his review and signature.  The agreement is normally a seven (7) pages long and includes more than twenty-five (25) different clauses dealing with the transaction—all of which must be explained and accepted to not only the buyer, but to the seller.  The seller normally has a couple of days to accept/reject the offer.  And if you think this is an easy process, think again.  Through the counter-offer process, it may take days, if not weeks, prior to a resolution and concurrence with all of the clauses within a Purchase Agreement.  Now, put yourself in the “Twilight Zone,” and imagine going through this process with two foreign nationals who barely know how to speak English…ouchh!!  And who is in the middle?  You guessed it, yours truly -- the Business Broker!!

Most Purchase Agreements include two major clauses:  A Due Diligence clause giving the buyer the ability to review all records, financials, etc. for a period of ten to fifteen days, and a Lease Contingency.   Both of these clauses are potential deal breakers which the Business Broker must control.

During Due Diligence, the brokers deal with attorneys and CPAs who question and ask for everything—sometimes ridiculous things.  For example, I recently was asked by a lawyer for a list of 50 things to review on a due diligence for a business worth $50K.  I went back to him and politely asked him to back off.  Expectations can often be somewhat unrealistic.   What makes the job most difficult is that most businesses DO NOT keep good records and often cannot find the required documentation.  And, of course, we have to deal with the most feared animal of all:  THE LANDLORD!

The Lease Contingency basically says that if the buyer cannot get a lease all bets are off.  So the business broker deals with landlords for either an assignment of or a new lease for the buyer.  Simple, right??  Not really, the buyer must first be approved by the landlord and the landlord has no motivation to provide either an assignment or a new lease to the buyer—he already has someone (the seller) paying the rent. So, he shares all the risks and nothing to gain.  So, who negotiates most deals???  You guessed it – the Business Broker!!

And then, the Closing….but that merits a blog all by itself.  Do business brokers earn their commission?  You tell me!!

Should you want to know more about buying or selling a business, please contact Fernando Simo at 407-361-8886, email me at This e-mail address is being protected from spambots. You need JavaScript enabled to view it or please visit my webpage at www.bizbuyorsellflorida.com .

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