Buying/Selling

Sellers

 

Many sellers are concerned that bowlers will find out their center is for sale and leave for a competing center or that their employees will leave for another job which appears to be more stable. As a result, the seller may be unwilling to allow their broker to properly market the business. The seller’s tax returns may use creative tax planning that distorts the cash flow of the business, generally to their disadvantage. It is not unusual for a seller to wait too long before selling, leaving a number of problems that were created by the seller’s poor health or family issues to be solved by the buyer. All of these factors may have a negative impact on the sales price, which the seller is often unwilling to acknowledge.

 

Buyers

 

Buyers can bring unrealistic expectations to the negotiations that make reaching an agreement on price challenging. Lenders often consider first time buyers to be too high of a risk to finance. One lender found that 80% of their loan defaults came from first time buyers. This concern may lead a seller to refuse an offer from an otherwise qualified buyer or for a buyer to struggle to find financing once a purchase agreement is signed. Potentially the most challenging problem is the lack of industry data on comparable sales, leaving both buyers and sellers unable to negotiate based on accurate information or to get an accurate appraisal for the bank.

 

Due Diligence

 

Cash flow and trends are the most critical parts of the due diligence for both a buyer and lender. Sorting out the real from the wishful thinking takes time and experience. In addition, cash flow to a CPA is not necessarily cash flow to a buyer or lender. Understanding the differences can make or break a deal.
Negotiating these, and other potential issues, may challenge the most experienced broker. Adding a lender to the equation may delay, or even kill a deal. Ken has more than thirty years of negotiating complicated transactions, many of which were distressed business sales. His negotiating, accounting, tax, and lending experience can contribute to turning an impossible negotiation into a successful one.