An Overview of Goodwill in Business Deals
Many business owners don’t understand the concept of goodwill or how to calculate it. When a buyer is willing to pay a premium price for a business, far more than the company’s assets would typically dictate, that is considered goodwill. Any company can benefit from understanding how goodwill is cultivated and increasing it within their operations.
What is Goodwill?
Goodwill can be as simple as your company having an exceptional reputation and a very loyal base of customers. Often highly sought-after technology can be a part of goodwill. In other cases, goodwill can be in the form of IP or desirable domain names. However, as you can imagine, it is difficult to put a specific price on these kinds of benefits.
When a business involving goodwill is sold, it can be very challenging to determine a fair amount for a business, since subjective values are involved. In some cases, it can even be overvalued by the buyer. Your Business Broker or M&A Advisor will take goodwill into account when determining a fair and reasonable company’s valuation.
The Case of Personal Goodwill
In some cases, a company’s goodwill is personal. This is often due to a professional building personal goodwill with customers or clients. Oftentimes this is a relationship built over a period of time. In these cases, the goodwill is not necessarily transferable. The business is associated with a person who is often the founder of the company. You will typically see this kind of situation with dental and doctor’s practices and law offices.
So how does personal goodwill impact the sale of the business? When you sell it might be natural that the buyer will want protection in case the business faces a downturn when the current management departs.
What can work for the buyers and sellers is for the business owner to agree to stay onboard for a designated period of time. This can help ease the transition to the new business owner. In other cases, the buyer and seller arrange an “earn out.” Any lost business is factored at the end of the year, and then this percentage is subtracted from the amount owed to the seller. In some cases, funds are placed in escrow and adjustments are made depending on the performance of the business.
If you are buying or selling a business that involves personal goodwill, your situation may be different from that of the majority of businesses. However, a Business Broker or M&A Advisor can guide you through the process and ensure that all parties are satisfied.
Copyright: Business Brokerage Press, Inc.
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How to Get Ready to Sell Your Business
You may have heard the advice, “the best time to prepare to sell is when you start your business.” While this statement is far from realistic for most business owners and may even sound humorous, it does contain a certain amount of wisdom. When it comes to getting the best outcomes selling your business, preparation cannot be undervalued.
No matter where you are in the journey of running your business, we encourage you to prepare as much as you can. With that in mind, let’s take a look at some considerations and decisions that you’ll need to make when you do get ready to sell. It’s never too early to begin pondering the answers to these questions.
If you are involved in the day-to-day running of your business, logic would dictate that you’re quite busy and don’t have time to dedicate a lot of time towards the process of selling your business. The good news is that is one area where a Business Broker or M&A Advisor will make all of the difference.
Brokerage professionals will perform a variety of tasks from start to finish, including negotiating and interacting with prospective buyers on your behalf. These professionals will be able to work on many things independently and, if it is your preference, they can notify you only about the most relevant details of the transaction. On the other hand, you may want to be very involved in the process of selling. If that is the case, let your brokerage professional know.
Regardless of how involved you are with the business and the sales process, you will want to ensure that things stay as consistent as possible when you are in the sales phase. The reason for this is that buyers will want to see consistency. Any change in operations or revenue earned could turn out to be a red flag for a buyer.
Another item that is worth thinking about ahead of time is confidentiality. Professional Business Brokers and M&A Advisors will put utmost importance on confidentiality. When confidentiality isn’t taken seriously, leaks are very common. These could quickly interfere with the sale, whether it is due to a client/staff looking elsewhere or competitors taking advantage of the situation. Your brokerage professional will advise you of the policies and precautions that work best when it comes to preventing leaks and only revealing details about your business to prospective buyers who have been carefully vetted.
If you have partners in your business, it makes sense to bring up the discussion of a future sale well in advance. This will allow you to get on the same page about your plans for how things will be handled when the time comes. In the case that the date of the sale ends up being before you expect it to be, it will be very helpful to have already addressed these issues.
Copyright: Business Brokerage Press, Inc.
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The Importance of Employee Happiness
Everyone knows that good employees are important for a thriving business. That’s why there has been so much emphasis on keeping employees happy. When your employees are feeling not only satisfied, but also valued, they will be more likely to keep your clients satisfied too. Your business will be more likely to thrive and grow. Of course, this works in the opposite direction as well. When your staff is frustrated and angry, their actions can drive away your customers and clients. If you are looking to sell your business for maximum revenues, it is a good idea to also maximize employee satisfaction levels.
Research from Oxford University found a link between happiness and productivity. According to their study, workers are 13% more productive when they are happy. It goes without saying that employees will be more likely to feel satisfied when they feel that their salary and benefits are fair for the work they do. If they are resentful about the compensation they are receiving for their work, this will ultimately impact their performance.
When you think about some of the most successful companies, you realize that many of them invest substantially in supporting their employees to cultivate higher levels of employee satisfaction. For example, Google is well-known for offering a wide range of perks ranging from parental leave and paid time off to free lunches and fitness facilities.
When it is feasible for employees to work remotely, many employers are finding that it makes sense to offer them this possibility. Not only will it help staff members to manage childcare, but also it can end lengthy and stressful commutes to work that could result in stress and anxiety.
Research in the journal Frontiers in Psychology showed helpful interventions that are proven to increase employee happiness levels. These included training in resiliency, mindfulness, and cognitive-behavioral techniques.
When you exhibit good leadership and act as a positive role model, your employees will likely follow suit. Employees should be acknowledged and rewarded for a job well done. In some cases, this may be a financial bonus, but in other cases it could simply be patting that employee on the back. Cultivating a positive company culture will prove to boost overall morale. This will increase success for your entire company.
Copyright: Business Brokerage Press, Inc.
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Small Business Transactions Beat Pre-Pandemic Levels in Q4
U.S. business-for-sale transactions bounced back 14% in 2021 against ongoing COVID-19 fallout, hiring challenges, and supply chain disruptions. After modest gains to start the year, transactions accelerated 28% in the fourth quarter, eclipsing the pre-pandemic levels of Q4 2019. This end of year rally brought annual small business transactions within 11% of 2019, bringing optimism for a strong 2022.
A total of 8,647 closed transactions were reported in 2021, compared to 7,612 in 2020, with 2,364 occurring in the fourth quarter. In addition, sale prices grew 16% year-over-year, as buyers competed for a limited supply of strong performing businesses. This according to BizBuySell’s Insight Report, which tracks and analyzes business-for-sale transactions and sentiment of business owners, buyers, and brokers.
Businesses that sold in 2021 continued to be those with strong financials. As the pandemic lingered, buyers gravitated to businesses with reliable sales. Savvy entrepreneurs also sought out discounted businesses that offered prime real estate and other valuable assets despite poor performance.
The business for sale market demonstrated slow, yet steady growth over the course of 2021, particularly in terms of buyer demand for financially healthy businesses. Furthermore, despite 51% of surveyed owners being negatively impacted due to COVID-19 in 2021, key financials of sold businesses in the first quarter were the highest since BizBuySell began collecting data in 2007.
According to BizBuySell’s Small Business Survey, 60% of buyers indicated profitability and strong financials as a purchase requirement, followed by trained and skilled employees (37%), great location owned (38%), and great location leased (36%). Eighteen percent (18%) desired a business discounted due to poor financials. Regarding the type of businesses buyers were seeking, the service sector was the top preference (37%), followed by restaurants (26%), and wholesale distributors (25%). The most popular included pandemic-resistant businesses such as liquor stores, gas stations, auto repair shops, and ecommerce businesses.
Buyers Face Limited Inventory as Owners Delay Exit to Focus on Recovery
While 2021 was a record-breaking year for small business sale prices, it was also a year for many owners to remain on the sidelines until financial performance improved. According to BizBuySell’s small business owner survey, roughly half (52%) of small business owners say they were negatively impacted by the pandemic in 2021, while the other half were either positively impacted (25%) or not impacted at all (24%).
Even with President Biden’s American Rescue Plan Act, which expanded the PPP program and introduced other federal aid programs, recovery has been uneven. While many businesses have wooed customers back through outdoor seating, delivery, or virtual options, they still face challenges. Whether through staffing shortages, supply chain delays, or COVID-19 surges, the pandemic continues to impact many businesses.
While restaurants, retailers, and delivery services have been among the most visibly impacted by the labor shortage, the fallout is more widespread. Whether it’s a shortage of drivers unable to move freight, or no one available to answer phones, most business are facing these challenges.
Sixty-four percent (64%) of applicable owners surveyed say they have been impacted by labor shortages, of these, 59% say the situation is not improving or getting worse. Business brokers echo this sentiment, with an overwhelming 59% saying the labor shortage is the biggest threat to small business today with Covid restrictions a distant second (15%).
Furthermore, supply chain disruptions are leaving business owners to face inventory and material shortages, sales losses, and shipping delays. Seventy-five percent (75%) of applicable owners surveyed said their business has been impacted by supply chain issues, with half of those saying the issue is either not improving or getting worse.
Small businesses have been further strained by inflation raising overhead costs, forcing many to either raise prices and pass additional costs onto their customers or cut back on operating expenses. Roughly 72% of applicable owners say their business has been impacted due to inflation, with 76% saying it has not improved or is getting worse. This can make it increasingly challenging to attract customers and remain competitive.
Pent Up Supply of Businesses for Sale Expected, Fueled by Baby Boomer Retirees
Over 78% of business brokers say they expect more sellers to enter the market in 2022, with 25% saying they expect significantly more sellers. Furthermore, brokers expect an increasing number of Baby Boomers to enter the market. Just over the past year, brokers attribute 45% of their sellers to Baby Boomers who are too burnt out to continue.
Demand for existing businesses is expected to continue into 2022 as more entrepreneurs seek to acquire profitable businesses from retiring Baby Boomers. While some will be corporate refugees and first-time buyers, many are also existing owners looking to expand, as well as retirees looking for a second career. The majority business brokers (73%) expect an increase in the number of buyers hitting the business for sale market in 2022.
Read MorePivoting: A post-COVID-19 small-business strategy
In business, just because you want something to happen, it doesn’t necessarily occur. Hope is not a strategy. There are so many environmental factors that affect our strategies. These environmental factors were fully in play during the COVID-19 pandemic. So, what is pivoting? Pivoting is shifting a business to a new strategy. It is a change in the business model, small or large, an act of moving a company from where it is now to where it wants or needs to be. Most times, pivoting references an event (e.g., the COVID-19 pandemic) that causes major disruption to your daily operations. Transformational changes have come from this pandemic.
Now that there is light at the end of the tunnel, we can more fully assess the impact of changes that were forced by the pandemic. We experienced nearly complete cessation of business life as we knew it. Loss of revenue, market shifts and demand modulation made the original concepts that formed the foundation of our enterprise no longer options to success. We had to consider: Altering the process to deliver our product or service, changing how revenue is generated, developing a new product or product line and targeting different market segments.
Pivoting means rethinking your value proposition — what are you offering? What needs, wants or desires are you fulfilling? View your target market through a new lens. Whose need, want or desire are you fulfilling? How are you going to reach them? What key activities will your enterprise be engaged in going forward. Will your resource needs change? Do your strategic partners need to be modified to meet new customer needs, wants and desires.
To do this, you need to reach out to your current customers and test how their needs will be met in the “next normal.” Will they be eating out as often as they did pre-COVID19? Will they be willing to shop in a casual manner or will their shopping be very need-specific? Will they buy lawn mowers again rather than have a landscaper visit their property? Will they return to networking groups that have a Thursday morning breakfast every week? Will they attend concerts, seminars and workshops with many other people? We have seen pivoting taking place. Gyms are offering access to exercise apps through their membership. Small craft fairs are going virtual. Furniture manufacturers are reverting to smaller wood products — baby gates, shelving, small coffee tables. The answers to all of these questions will give the owners of small businesses the rationale for pivoting.
What alternatives can a small business owner consider? Two elements need to be considered: Which of these pivots can increase the revenues generated by your business and which option carries the most reasonable risk. You do this by running a variety of cash-flow analyses based on assumptions for each pivot change. Focus on your offerings – your pivot might be based on “less is more.” Instead of adding more products or service offerings, reduce what you are offering. Narrowing your offerings to the most profitable and obtaining higher conversion rate by targeting your customers more effectively.
Modify the expense model of your business. How can you re-create the expense side you’re your business, namely, can you manage your business with less travel or less people? Did using distance communications allow personnel still working do more with less? Can you reduce the expense side of your model? This means reevaluating your resources. What does it really take to operate the business? Maybe the pivoting answer is in restructuring your business.
Evaluate customer need and find one that you are not currently meeting. Your customer base may be the same, but their needs have changed over the past two years of the pandemic. What else can you offer them to meet their needs differently? It might mean adding products or services, or making your business a one-stop, when before the pandemic, customers were willing to make multiple stops. Consider creating a sub-brand. Can you subdivide your business to offer a sub-brand targeting on a different market segment? The pivot doesn’t have to monumental. It can be a small change that allows you to operate more profitably in a changed business climate.
Evaluate your current resources. What are the skills and expertise of your staff? You may have to reduce your staff and hire those with different skills or even add staff to fulfill a pivoting strategy of new products, services or sub-branding. You also might be able to reach out to your suppliers, strategic partners and even customers to leverage their resources to support your pivot. Once you have figured out the NEW direction, then align the rest of your business plan to support that change in direction. Research is the key. Talk to your customers, hold panels of customers using Zoom to address how you will be serving their needs in the future. You need to update your business model plan since every single element in your business will be affected by your pivot. Create a new business name or brand; get new businesses licenses or EIN; acquire new space in which to operate; lay off or hire staff; train your staff to deliver your product or service differently; sell off your old products, supplies or inventory; sell your old equipment or reuse it in your new model; develop new partnerships with suppliers and manufacturers; and engage outside services such as accounting, marketing or website management.
The last suggestion in pivoting is to communicate what you are doing. Being transparent with your customers and marketing, in general, will enable you retain current customer loyalty and attract new buyers.
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