Why Businesses Do Not Sell

It would be nice to live in a world where every business-for-sale was sold at top dollar. While there is no such thing as a perfect business free from all defects, there are a number of problems that can hinder a sale that could be remedied, if given enough time. This article lists ten of the reasons which are often cited as contributing factors in an unsuccessful sale or a completed deal for less than potential value.Business intermediaries need to be up-front with their seller clients, educating them on the challenges faced, and the likely impact that one or more of these issues will have on completing a successful transaction.1. UNREALISTIC EXPECTATIONSa. Valuation/Listing Price:Arguably, the price a business is listed at is one of the critical elements to a successful sale. An owner’s emotional attachment to their business, coupled with an inexperienced business intermediary’s desire to obtain the listing and please the seller, can be a recipe for disaster. Overpricing a business will deter knowledgeable buyers from establishing communications. Additionally, it will be extremely difficult to defend the valuation when a business has been priced unrealistically. The typical outcome is that the listing will languish in the marketplace and recovery becomes more difficult. Once on the market for months on end at the wrong price, the process in re-pricing and re-listing creates a whole new set of challenges, the least of which is maintaining credibility.b. Unrealistic Terms and/or StructureDeal structure, asset allocation and tax management must be addressed proactively and early in the process. Often the Buyer and Seller place all of the focus on the sale price at the expense of the ‘net after-tax results’ of a business transaction. In most cases, a seller could achieve a deal that provides a greater economic benefit when an experienced Tax Attorney/CPA assists with structuring the transaction. In addition to structure there are a number of other issues that could be problematic, including:

Seller insists on all cash at closing and is inflexible in negotiating other terms.

The buyer’s unwillingness to sign a personal guarantee

The lack of consensus on the Asset Allocation

Seller insisting on only selling stock (typically with a C-Corp)

Inability to negotiate equitable seller financing, an earn-out, or terms for the non-compete

2. PROFESSIONAL ADVISORSFor a successful sale to occur, a business owner must have the right team of advisors in place. An experienced mergers & acquisitions intermediary will play the most critical role – from the business valuation to negotiating the terms, conditions, and price of the sale as well as everything in between (confidential marketing, buyer qualification, etc). Aside from the M&A advisor, a business attorney who specializes in business transactions is critical. Once again, “who specializes in business transactions”. Any professional who has been in the industry for more than a year will be able to point to a transaction that has failed because the lawyer that was chosen did not have the specialized expertise in handling business transactions. Additionally, a competent CPA who is knowledgeable about structuring business transactions will be the third key role. While a business owner’s current legal and tax advisors may have the best of intentions in assisting their client with the business sale, if they are not experienced with mergers and acquisitions it would be highly recommended to evaluate alternatives. In some cases, there is one shot when an offer has been received and it is therefore imperative not to attempt to make a deal that is out of reach and impossible to complete.3. DECREASING REVENUES/PROFITSThe majority of buyers are seeking profitable businesses with year-over-year increasing revenue and profits. When a business has a less stellar track record with varied results or possibly declining revenue and/or profits, complications with the business sale are likely to occur. Not only will decreasing profits and revenue impact the availability of third party funding but it will have a material impact on the business valuation. While buyers traditionally purchase businesses based on anticipated future performance, they will value the business on its historical earnings with the major focus on the prior 12-36 months. For those businesses which have deteriorating financials, the seller should be able to articulate accurate reasons for the decline. Both the lender and the buyer will need to obtain a realistic understanding of the underperformance to assess the impact it is likely to have on future results. In cases where the seller is confident that the decline was an anomaly and is not likely to repeat itself, structuring a component of the purchase price in the form of an earn-out would probably be necessary. In other circumstances, when there are two or more years of declines, the buyer and lender will question “where is the bottom?” and what is the new normal. In this situation, a decrease in valuation will be inevitable. Cash flow is the driver behind business valuations and business acquisitions. The consistency and quality of revenue and income will be one of the key focal points when assessing an acquisition. It all relates to risk. Those businesses with dependable recurring revenue generated from contractual arrangements will generally be in greater demand than businesses who produce income based on a project based model.4. INACCURATE OR INCOMPLETE BOOKSOne of the most critical components to a successful business sale is for the business to maintain accurate, detailed, and clean financial statements that match the filed tax returns. Not only will these financial statements be the basis for the business valuation but they will also be the criteria for whether the business will qualify for bank transaction funding. Too often the business is managed as purely a lifestyle business that is focused only on short term owner compensation, without regard to building long term value. In these cases, the owner has taken very liberal personal expenses that may not be able to be added back when deriving the adjusted earnings. Given the importance these documents represent, a business owner should ensure that the books are professionally managed and up to date. Records that are messy, incomplete, out-of-date or containing too many personal expenses will only give prospective buyers and lenders reasons to question the accuracy of the books. Last but not least, businesses that have a ‘cash component’ will need to report 100% of this income for it to be incorporated in the valuation.5. CUSTOMER CONCENTRATIONBusinesses that have a handful of customers that produce a large percentage of the company’s revenues, will probably have customer concentration issues, especially if one client represents greater than 10% of sales. It is important for a business owner to recognize that a business which lacks a broad and diverse base of customers possesses a higher degree of risk for a buyer as the loss of any one of these large clients could have a material impact on the future earnings. As a result, customer concentration will have an effect on the valuation, deal structure, and salability of the business. Vendor and industry concentration can also pose complications when selling a business. Specialization can be a competitive advantage for a business and assist in winning contracts. However, this same narrow industry focus could be a detriment if it is perceived that the business does possess a broad supply chain and ample options to source products and materials.6. THE OWNER IS THE BUSINESSIt is not uncommon for the owner to play a significant role in the operation and management of the business. This is particularly true with smaller enterprises. Where this situation can present a problem is when the owner is not only the face of the business but also deeply involved with all facets of the company – sales, marketing, operations, management, marketing, and financial. If there are no key employees and there are few written processes and procedures, the business lacks a dependable and repeatable work flow. When it becomes evident that the business cannot operate effectively without the owner’s hands on involvement and personal know-how, it becomes problematic. Of equal concern is the relationship the owner may have with the customers of the business. If the customer does business with the firm largely in part of the relationship with the owner, this situation will create customer retention concerns and possible transition problems when the business is being sold. In summary, buyers want a business that can operate independently from the current business owner.7. THE OWNER(S) IS AGING AND HAS SLOWED-DOWNIt is not uncommon for a business owner to become complacent after running the company for an extended period of time. Becoming tired and lacking the previous ‘fire in the belly’ has a way of spilling over into the business fundamentals. The number of trade shows that the business participates in decreases, the travel and new customer sales calls that routinely took place on a daily basis in the early years, have been paired down. The investment spending on equipment upgrades, vehicle replacement or marketing programs have been cut back. Innovation has come to a grinding halt and the business is on auto pilot. The financials have luckily held steady but for how long? An owner who has become burnt out almost unavoidably transmits their lack of zeal and drive to their staff and clients in a number of subtle ways. The net result is the company’s performance slowly begins to deteriorate. Unfortunately, this situation can become even more pronounced when the owner finally makes the decision to sell the business and mentally checks out at the worst possible time. Transferring ownership can be viewed by some as a highly emotional process, and the decision to sell at the right time is often ignored until the issue is forced upon the owner (failing health, divorce, disability, etc.) and usually at a fraction of the former valuation.8. INDUSTRY IS DIMINISHING OR THREATENED Over the last two centuries there have been a number of industries that have developed and grown significantly. In this same time frame, many new industries have been created while others have become extinct. The future outlook for a given industry will have a direct impact on the valuation and marketability of the business during a sale. Businesses facing obsolescence or mired in a shrinking industry will face an uphill battle when it comes time to transitioning or selling the company. Maintaining a diverse offering of products and services that are relevant to the market, not just today, but also with an eye to the future, will enable a business owner to avoid this situation. Not only will this assist in mitigating the impact from declining sales but also demonstrate to a prospective buyer that the business has a clear path to grow in the future.9. CHOOSING THE WRONG LENDERFrom loan application approval to transaction funding is a process in business transactions that can take six weeks or more, that is with an ‘experienced’ business acquisition financier. Many deals have fallen apart during this time frame because the buyer became aligned with the wrong financial institution. There is nothing worse, for all parties involved, to find out four weeks into the process that either the loan terms previously promised were not correct or worse, that the bank underwriter declined the loan.In the field of business acquisitions, not all banks/lenders are the same. There are conventional loans, SBA backed loans, and there are lenders that provide cash-flow based financing and others that only provide asset based funding. One bank may turn down a borrower for an SBA 7a loan while another institution will readily accept it. Every lender has its own unique and frequently modified lending criteria. Therefore, buyers need to ensure they are working with the right lender from day one, or valuable time is wasted causing the deal to be compromised, or lost to another, better prepared candidate. Buyers should consult with the business intermediary representing the sale to determine which lenders have reviewed and/or pre-approved the transaction for funding. Obviously, buyers who are prequalified from the start and verify that the bank’s lending criteria conforms to the type of businesses they are evaluating, will be the best positioned for a successful acquisition.10. COMMERCIAL PROPERTY ISSUESFor some businesses the saying “location, location, location” cannot be more important to the value of the company. Typically, this will pertain to retail businesses. If the physical location is of major importance, the business buyer will seek assurances that they can either purchase the real estate or be able to sign a long term lease. On the flip side, the business could be located in a part of town that has fallen on hard times or could be located on the owner’s personal property, both situations necessitating that the business be relocated. Also, some businesses are not easily relocatable without affecting the current customer base. All of these circumstances add another layer of complexity to the transaction.Additionally, the type and size of facility can also have a material impact on the sale. If the facility is not large enough to provide the enterprise a sustained growth path, a buyer could become disinterested. Another situation could be the value of the property. If the current owner purchased the land/building a decade or two earlier and the financials or recast do not reflect a current FMV rent/lease payment, valuation problems will occur.Business transactions involving the sale of commercial real estate can be hampered by the Environmental Site Assessments (ESA’s) – Phase 1 and Phase 2. Property that is contaminated can be very costly to clean up and will have an impact on the closing. When this situation arises, it will be important for the buyer and seller to have a clear understanding of the costs to resolve the issue, which party is responsible, and whether a price offset will be warranted.Other complicating factors involving commercial real estate include zoning changes that require a property to be brought up to new codes, and clear definition of who bears responsibility and the cost of this process. Last but not least, the agreement by the landlord with either a lease assignment or offering a new lease at comparable rates.SUMMARYMost small business owners have spent the majority of their life building their business. It is not uncommon for a business seller to become so emotionally attached to the company that they look past some rather glaring problems that a business intermediary, a lender, or prospective buyer will immediately recognize. It is natural for a seller to want to obtain the highest price possible for their business. There is so much bad information on the web related to multiples and business valuations that this should not come as a surprise. M&A Advisors need to be honest and direct in educating a business seller on the challenges faced in a potential sale, the range for a realistic transaction price, as well as creative terms and structuring options that might be utilized. Being a people pleaser and ignoring any potential problems will only provide the seller with unrealistic expectations. In the arena of business negotiations there are few if any “pleasant surprises”. Dealing with issues up front rather than late in the sales cycle process should be the golden rule.

Quick Loans for Unemployed in the UK – A Dependable Help

The unemployment rate in the UK is coming down year after year. A report released by Office for National Statistics states that the unemployed rate for aged 16 and over was 4% in April- June period. A Labour Force survey shows that from January – March 2018 to April – June 2018, the numbers of working people increased but the numbers of people aged 16 – 64 years not in work or not seeking the job also increased in parallel. The reason for not being in job or seeking a job may be different for all but still a big size community of jobless people is contributing in the growing demand of quick loans for unemployed.

Instant Decision Unemployed Loan- A Help You Need The Most:

Unemployed loan is a great help for the jobless period to meet out the regular expenses without embracing the stresses that may deviate the person from the prime objective of finding a suitable job at the earliest. It is a kind of personal loan that can be secured or unsecured both. If it is your first loan so far, there are very high chances of having good credit score. The direct lenders love to lend money to the borrowers with good or satisfactory credit score. If you have bad credit score because of any reason, then too you have numbers of direct lenders to knock and avail the desired instant financial help. The higher interest rate makes the difference in both the cases. The numbers of FCA authorised direct lenders offer unemployed bad credit loan but with different terms and conditions. The justification of cost depends upon the importance of need but you need the financial help when you need the most.

Unemployed Rely More on Direct Lenders for Quick Loans:

The UK represents fertile roadmap to grow fast for the direct lenders; the lending activities have increased almost 35% after 2016. According to a report shared by Bondmason, the mid-sized direct lenders increased their activities with improved variety and offers of loan to compete in 2016-2017; as a result, the market share increased 50%. The growth of direct lending industry is attracting the traditional lenders also to collaborate for joint growth as the direct lenders are emerging fast as the preferred choice of borrowers of all categories.

Having bad credit score for an unemployed borrower is common; and getting the unsecured bad credit loan from a traditional financer is almost impossible. Even if you are lucky for having a guarantor or some asset the pledge, the slow processing at mainstream banks wouldn’t serve your purpose on the time. The online processing, simple documentation, transparent dealing, fast process, flexibility and professional help from start to finish encourage the borrowers to rely more on direct lenders for quick loans for unemployed.

The Secrets Of Bad Credit Unemployed Loans You Must Be Aware Of:

When a direct lender offers bad credit unemployed loan without a guarantor, the high risk of payment failure is estimated and considered at the start; therefore, this unsecured personal loan is provided at a higher interest rate. To avail this loan, you must be at least 21 years online with UK citizenship. The interest rate highly depends upon the repayment period, repayment installment plan, source of income, loan amount etc; you have to use negotiation skill here. This financial help is available for short-term and long-term both but 12 months is the ideal period to get a suitable job and to repay it completely; in any case, never over- commit for repayment because it will invite heavy penalties to worsen your financial condition. Most of unemployed borrowers focus just on getting the loan thus neglecting the cost and terms and conditions because of urgency of quick cash help; this approach delivers only the bitter experience at the end.

Conclusion:

Getting the quick loans for unemployed in the UK is not a tough task anymore because of existence of numbers of direct lenders but the borrower needs to focus on all the aspects of private lending that has pros and cons both. Analyze at least 3-4 offers at different parameters to choose the best.

New Perceptions In Art Through Neuroscience Research

THE PERCEPTION OF ARTIf we go to an art gallery, we react to the artwork in many ways. We may feel mildly interested, quite interested, entranced, inspired. Or we might feel bored, disinterested, mildly disturbed, upset, aggravated or even, enraged. Without knowing about how to look at art, its history, or what is behind the meaning of what we are looking at, our reactions are subject to our own personal feelings. If we had taken an art appreciation class or studied about art history, we would have a different perception; a knowledge of how the art developed and where we could place it in the timeline of art development today.Art education– knowing art movements, timelines, developments, what motivated artists of the past personally and sociologically, will alter our perspectives and change the way we see art. For example, if we know nothing of Picasso, looking at one of his Cubist paintings may cause us shake our heads and walk away, perplexed. How could that chopped up vision of a human being be attractive and meaningful? But if we had read about Picasso during his Cubist period and knew that the colors he used were monochromatic and architectural for a reason, that Picasso was dealing with translating natural rounded forms to geometrical, flattened forms and that these images would inspire a new era of contemporary painting-then would we see Picasso’s Cubist paintings differently?Yes. For many of my Art Appreciation students, a paradigm shift and expansion of their skills of perception occurred. And in most cases, they learned how to enjoy art within a new context of understanding: a broader visual and historical, information-rich understanding.But now, there is additional knowledge in neuroscience that has shaken the foundation of these studies of Art Appreciation and Art History.A NEW ART APPRECIATIONVery recently, within the last decade, the perception of art has been studied by scientists and, especially, neuroscientists, that look at how neurons in our brains respond to various stimuli, including the visual, and especially, art.These studies are just surfacing to the public through various publications, and altering our ideas of how we perceive art. Those of use who were linked to their own personal perceptions of art, as well as those (like me) who have studied and taught the subjects of Art History and Art Appreciation, have been altered indelibly by these new neuroscience studies.Is this research making Art Appreciation and Art History so very different? Yes. From a neuroscientist’s point of view, we are, indeed, hard wired in our brains for seeing things in a certain way and the art we have manufactured for thousands of years, has been gauged to our neural response to the images we have created.The ultimate realization of this new neuroscience research is that the global art market has its roots in this understanding-not that anyone selling art since the Jurassic has gauged their sales on neuroscience, but has been inadvertently in line with the knowledge that some visual images appeal more than others. How many other global markets can begin to equate and calculate their sales according to this new technology?WHAT IS NEUROAESTHETICS?A new and interesting science is developing in the perception of art why we like what we see, and how the art market responds to our visual desires. Neuroaesthetics, is a new definition of perception which V.S. Ramachandran, a noted neuroscientist, writes about in his recent book, “The Tell-Tale Brain,” As a scientist researching many areas of neuroscience, he says, “Science tells us we are merely beasts, but we don’t feel like that. We feel like angels trapped inside the bodies of beasts, forever craving transcendence.” And he adds, this is the human predicament in a nutshell. He responds to our need for a higher being and sees that our ancient profile as human beings gives evidence to this.Ramachandran offers a new perception on what makes art, why we like what we see and what the art market uses to develop the value of artistic work. He establishes a premise that looks at how we see art in a new way. Through his research in brain-response situations, he has developed a profile of how and why art is attractive to us.WHAT ARE MIRROR NEURONS?Mirror neurons in our human brains are unique in that we can empathsize (feel the way they do) with our fellow humans in a way that animals or any other species can’t. In the development of our brains over thousands of years, we have become aware of not only ourselves as an image we keep in our brains (the knowledge and image of self) but also how we can manufacture a trail of history, make our own personal data album and autobiography that we can play back for our reference to relive tender memories, anxious moments, challenging situations, and terrible, sad events. Because we are knowing our own selves, we can record our personal histories in great detail in our brains and use these historical memories as resources for our development (or demise, if we get depressed or chronically affected by our negative past.)A NEW PERCEPTION OF ARTV.S. Ramachandran’s research and creation of neuroaesthetics has entered the world of Art History and Art Appreciation and is changing the perspective of art history.. Prior to his studies, art historical research, which became the study and research of Art History, was established in the early 19th century. A profile and timeline of art development was developed which gave credible history to the development of painting, and sculpture basically in the Western world.These studies gave a picture to the academic community of the development of art from the cave paintings to contemporary art in Europe and America. In the American academic world, Art History 101, the child of Art History development and has been the prime educational subject on the history of art until the present.THE GLOBAL COMMUNITYThis Art History outline presently taught in most academic environments, rich with documentation, often has a narrow view of historical creative endeavor in that it is not global and so to meet the needs of a rapidly expanding world, the study of Art History has to be updated to include many the creative cultures of many other civilizations including Africa, Indonesia, Asia, China, Russia and beyond.The view from the science community echoes an interest and need for many areas of study to go ahead into the future. What studies in neuroscience define for us is our global link as humans hard wired to see our creative development in a new and different way. For all of our accumulated wealth in the sciences, the link to other cultural resources has been a detriment to our development as a nation and a global linking with other cultures. Science has always had its strengths in objectivity, observation and empirical judgment. Within an ever-expanding world of knowledge, it is necessary for every source of research to spread unrestricted into other sources so that the total spectrum of knowledge will be enriched and therefore, benefit the global community.