You Agreed To Buy My Company. Why Is It Taking So Long To Close The Deal?

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You Agreed To Buy My Company. Why Is It Taking So Long To Close The Deal?

Selling your company is a big deal. As a business owner, you’ve put years of your blood, sweat, and tears into building your business. Understandably, you want the sale to go smoothly — and get you the kind of return that justifies the money and years of effort you’ve invested.

Unfortunately, the process of selling a company isn’t always that smooth. It can be downright exhausting and frustrating.

Here are 3 reasons your company may be stuck in some phase of the sale process:

1. It’s Your Baby

You’ve poured your heart and soul into building your business from the ground up; likely beginning with just you and a vision and endless hours of work. You’ve been doubted, shot down, you’ve gotten up, and plowed through innumerable obstacles, which is one of the reasons why your business has become so successful. Of course you are attached to it. It’s your baby.

But when it comes to selling your business, that attachment can hinder the process.

Why? Because the buyer is not so emotionally invested. For them, it’s all business. They’re interested in facts and figures, future revenue streams and balance sheets. As hard as it is to take, and as much as you are going through a major life change, they simply don’t care. They can sympathize about all of your late nights at the office (or at your kitchen table), even empathize, but that’s not going to be part of their value calculation.

This is a tough one, but emotional detachment from your business is a must in the selling process. If you aren’t ware of how much your emotions are at play here, it will be hard to negotiate objectively in order to push the right sale through to close.

2. Your Books Aren’t Buyer-Ready

Before any buyer will even consider moving forward with purchasing a company, they’re going to ask to review the financials. If your books aren’t in selling shape — i.e. if they aren’t structured in a way that makes sense to your buyer — it will significantly hinder the due diligence involved in the sale of a company.

So what are some issues that you might have with your books? When you’ve been the owner of a company from the ground up, if you haven’t been working with a finance and accounting professional from the beginning, your books are very likely not structured in a way that is conducive to selling the business. One simple example of this is that many founders don’t pay themselves a salary. Instead, they roll their personal expenses into the business to have the same effect. This works well while you’re still running the business, but needs to be dismantled with adjusting entries by the potential buyer when they sweep in. They can’t assess the operating potential for the business until these adjustments are made.

To expedite the sale, before the first potential buyer gets to the point of reviewing your books, it’s critical to get those books in selling shape. Bring in a finance and accounting professional with experience in the sale of companies to make your books buyer-friendly. This move alone can expedite a sale by months, because if that’s handled before due diligence, your credibility with the buyer is automatically elevated. All of a sudden the subsequent questions list shrinks dramatically.

3. Buyers Don’t See Your Team the Way You Do

This last one is often the toughest. As an owner, you’ve hired, developed, and formed relationships with your team. In some cases they feel like family, and in some cases you believe there is no better team in the industry.

Unfortunately, your buyer candidate will have a more detached and critical eye towards your team.

No matter how awesome your team is, and no matter how kind, smart, or wonderful they are as people, your buyer has one objective in buying your company: to get a return on their investment. Sometimes the incumbent team will serve that purpose, and sometimes they won’t. It is that simple – and that devastating all at once.

Now, that’s not to mean that you can’t structure the deal to take care of your team. But be aware that the buyer will likely expect for that to come out of your side of the deal table, and not theirs. It’s always a negotiation; just be aware that for you it’s personal, and for them it’s dollars and cents.

How Do You Avoid These Pitfalls?

Start Planning Early

You know the old saying “early to bed, early to rise”? Well the earlier you start thinking about your exit strategy, the better. How early? Ideally, from day one.

I know that this sounds crazy to an owner who is in the thick of building a business to think about an exit. It’s almost counter-intuitive. But the fact is, sometime there will be an exit – one way or another! And there are some things you can do with your finance and accounting to help ensure that it will be a smooth one when the day comes. (As a nice side benefit – these few small accounting tweaks that will eventually serve the potential buyer will also serve you while you’re still in your business!)

Know How Much You Need to Exit

It also helps a lot to know how much money you would like to get out of your business both while you are operating it and when you exit. When are you going to need liquid assets (cash!) for retirement, travel, college tuition, etc.? Know well in advance of your exit just what your bottom line is for cash liquidity, then work backwards from there to the sales price. Don’t forget other people’s equity, a fair shake for your employees, taxes, and the administrative costs of a sale.

Start Running Your Books on an Accrual Basis and GAAP-worthy

Rule #1: YOU NEED TO KEEP YOUR BOOKS ON AN ACCRUAL BASIS! I just can’t emphasize this strongly enough! If you have a bookkeeper and tax accountant who are keeping your books on a cash basis, you need to change this right away. I suggest (well, insist) on it for so many reasons, but relevant to this article, because that’s the only way your buyer will be able to assess the quality of your earnings and key ratios.

Rule #2: Reread Rule #1

Rule #3: Create books that are GAAP-worthy, and that with a few simple adjustments can accurately reflect what business people call Operating Net Income.

Now, this doesn’t mean you can’t run expenses through the business. What it means is that you should have a process for quickly and clearly showing the proper adjustments (without having to be asked by the buyer to do it) that are required to reflect the operating income and expense for the business on a GAAP (Generally Accepted Accounting Principles) basis.

The blueprint laid out in Your First CFO: The Accounting Cure for Small Business Owners show exactly how to set this up – painlessly.

I can’t stress enough how much this simplifies and shortens the process of selling your business. When buyers come in, they typically see adjustments they need to make. But if you’ve already recognized many of those adjustments, your credibility shoots through the roof. Financial literacy and competence is assumed, reducing the natural buyer-skepticism somewhat.

Selling your company is a complicated and sometimes emotional process — especially when the sale process is dragging on and on. But with a few tweaks and some planning on your end, the transition doesn’t have to be as tough as you might imagine.

By |2017-06-07T15:44:39+00:00February 21st, 2017|Consulting, News & Info|0 Comments

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