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The Partners' Blog
Welcome to our blog! This space gives each of the partners of Commonwealth Business Solutions an opportunity to share with you some of our experiences in working with business owners, tidbits of information and ideas about business ownership, and our thoughts about the Richmond and Central Virginia business market.

So, let's get going!


08/21/07
"Five Strategies to Make Your Business More Attractive to Buyers "
1. Straighten Your Records.
Today's business buyers are very astute and expect to be provided with comprehensive and up-to-date information on businesses they are reviewing for acquisition. They are numbers oriented, and company books and records need to stand up to intense scrutiny.

Many businesses have financial records that are kind of quirky and incomprehensible. Reorganize yours for clarity. Help buyers see how they can operate the business, service the debt and make a living.

Most buyers and their advisors will request three to five years of financial statements and tax returns for their review. They will also want to see an up-to-date Income Statement and Balance Sheet for the current year. It's really in your best interest to have these documents prepared before you put the business on the market, and keep the information current during the selling process. The last thing you want to do is get a buyer very interested and then ask him to wait weeks for the information he needs in his due diligence. Most buyers don't have that kind of patience.

2. First Impressions Are Important!
This applies to both the physical appearances of your business and up-to-date books and records. Try to look at your business as a stranger might. (Would a buyer enjoy spending his/her days in your business?)

Would your employees benefit now from a little spruce up in your facility? Think about possibly redesigning work areas to create an attractive, comfortable (but not extravagant) environment that might even make your staff more productive.

If you have a storefront, step outside and look in. Does it appear cluttered with hand-lettered signs? Do you really need all of these, or are some "left-over" from a previous sale or promotion? These days you can find a number of professional people who will make your signs quickly and inexpensively. How about your exterior sign - is in good working condition? It's one of the first things customers - or a buyer - will notice.

If yours is a food-related business, make sure the place is clean inside and out. Glass display cases, counters, tables, floors and windows should be spotless. Of course these areas get dirty in the day to day operation, but the public (and health inspectors) expect that cleanliness in food preparation should be of major concern to the owner.

Does your office have stacks of papers piled high on tables and the floor awaiting filing? Some buyers might think they will inherit this "mess" with the business. If necessary, hire a temporary employee to help you catch up on this filing. Who knows what you may find in the stacks of papers!

Have any dead plants in your office that you've been meaning to get rid of? Replace them with a few healthy ones - the cost is minimal. Light bulbs missing or just need replacing? Again, this is a small but important investment in making your business look alive and well.

If yours is an industrial company or just one that is likely to have oil and grease around, it may take a little more effort to clean up - but it's worth it. Buyers are very aware of accidents that might occur if someone should slip on the floor. Obviously, you can't keep everything spotless when your employees are working at full tilt. There are bound to be scraps, shavings, etc., but these can be cleaned up reasonably well every few days. What we are trying to avoid is an accumulation of months or even years of "trash" that needs to be disposed of in some way.

Do you have company vehicles? Now might be a good time to make any repairs - and remember to keep them clean. If you have trucks or cars driving around town with your logo on them, it is great advertising - and clean vehicles say something positive about your company.

If you own the building, consider repainting the inside of your premises (and outside if it is needed). If your business is located in leased space, and the landlord has not maintained the the outside of the building, approach him for any repairs and painting of the exterior. A small investment of time and/or money can make your business more attractive and salable. On the other hand, major improvements to promote the sale are probably unnecessary (unless it's something like the repair of a parking lot that is full of potholes).

3. Check Your Lease.
It's amazing how few business owners have really read and understand their leases. Have you read yours thoroughly? Did you consider having your attorney review it before signing? What provision is there in case you want to sell your business and assign the lease? Sometimes innocent looking paragraphs can come back to haunt you! Are you aware that even if you have a "financially qualified" buyer interested in buying your business and assuming your lease, the landlord may have the right to keep you on the lease as an additional guarantor?

Most potential buyers of your business will want to keep the business in the same location. If your lease is about to expire, find out the terms for renewal. Try to negotiate the best possible rate and terms with the landlord. Make sure any new lease is assignable.

4. Maintain Strong Customer and Supplier Relationships.
It is always important to maintain these relationships at all levels, but it is even more critical when you are putting your business on the market. In fact, it makes sense to continue operating the business as though you were planning to be there for the next ten years.

For instance, even if you are in the middle of selling your business, maintain the same hours of operation. Don't make the mistake many sellers do in thinking "Now that the business is for sale, I can just coast along". WRONG! Anything you can do to increase sales and profitability will be rewarded by the final price you receive for your business.

5. Settle Any Pending Lawsuits and Disputes.
Nothing spooks a buyer like possible legal problems. Even if the dispute is a small one, buyers are very wary. They seem to think that this might be an indication of an even bigger legal problem. If you have been having some type of disagreement with a supplier or vendor, try to resolve it rather than having this as a potential problem for a new owner.

Some of these suggestions may require a little work on your part; however, you'll find that they may stimulate your creative and innovative juices which can improve your business today and make it more saleable in the future.

One additional suggestion - when it comes time to sell, don't try to sell the business yourself. Utilize the services of experienced and knowledgeable professionals. You have a business to run and that takes time and effort. Also, it's very difficult to maintain confidentiality while you try to sell the business yourself.

Here are some of the things Commonwealth Business Solutions can do to help you sell the business more quickly and for the best price:
  1. Provide an up-to-date valuation of your business and a comprehensive report to identify those areas of the business that may need some attention to maximize the appeal to buyers;
  2. Prepare a marketing plan to reach financially qualified buyers;
  3. Advertise discreetly and carefully screen buyers;
  4. Handle buyers' questions and objections;
  5. Successfully negotiate price and terms to bring about a win/win situation for Seller and Buyer; and
  6. Best of all, our fee for selling a business is 7% of the selling price compared to 10 and 12 per cent, typically charged by business brokers.
All of our efforts are handled in a confidential and professional manner. There is no charge for our initial consultation. To set up a confidential meeting either in your office or ours, at a time that is convenient to you, please call Bette Wildermuth at 794.9262.
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wayne
06/27/07
"Could This Be You?"
James is 47. He and his stay-at-home wife have two children. Previous owner of a successful IT business, James felt he had the world in his hands.

Then, one day that world fell apart. James was on his way to the office one morning and was blind-sided by a drunk driver without insurance or assets. Putting aside all of the gory details and expenses, James is now unable to function by himself.

He thought he had planned well. He had his business incorporated. That business was providing a handsome income. He had a key employee he was grooming to be a partner who had made a commitment to buy into his business and purchase it one day. He had some life insurance and some investments. His world seemed to be set - - until that fateful day.

Multiple studies confirm that most folks will face at least a temporary disability sometime during their lifetimes. Most indicate that one in three Americans will be disabled for at least 90 days during their lifetimes. Statistics show that up to 44% of Americans will face a disability of up to 4.7 years. Statistics also indicate that we are more likely to become disabled than die in any given years.

According to the 2000 National Home and Hospice Care Survey conducted by the Centers for Disease Controls' National Center for Health Statistics, more than 1.3 million Americans received long-term home health care services during 2000 (the most recent this information was available). Given the baby-boomer surge and increasing longevity of our population, the statistic is predicted to balloon during the next few years.

James is one of these statistics. But he's a person, not just a statistic. What happened to him affected many people whom he touched. His immediate family, his extended family, his employees, his company - - all were greatly affected by his changed life.

James had not planned for a disability. He had planned, although not to the extent he should have, for his death. He had successfully planned for college educations for his two children. He had even begun planning for a retirement. But he had not planned properly for his personal life or his business.

He was certain that his business would always provide a good income for himself and his family. He was certain that "one day" he'd be able to sell the business and use the significant proceeds to provide some of his retirement income. But, without his leadership, the business could not continue to provide the income. That "one day" he could sell his business for "significant proceeds" might never come. He didn't plan to become disabled. Nor did he plan for a potential disability.

James never really thought about the potential of becoming disabled. Most of us don't. Such problems always happen to other people. He thought that, if the business was providing such a good income, he didn't need the disability income insurance that his financial planner had recommended. Now his family was without an income from the business. His wife was forced to enter the working world without previous experience to help provide the family's income.

The company had provided a lucrative income to James and his family. It was to be a substantial part of his retirement plan. But with his disability, James was unable to provide leadership for his company. His key employee was progressing, but he didn't yet have the proper skill-set to run the company. Nor did he currently have the funding to purchase the company. James had not created a written exit strategy. He hadn't set up a written agreement with his key employee. Nor had he established a funding plan to protect the value of the business.

His competitors knew what had happened though. They knew that the company was in trouble without James' leadership, relationships, and connections. His company finally sold at a "fire sale price" - - a mere pittance of its true value.

Now James' family is struggling. He hadn't planned properly. Statistics indicate he should have. He didn't.

Are you James?
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03/19/07
"Four Area PTA Presidents Accused of Embezzlement!"
CFO of local National Kidney Foundation chapter said to have taken more than $175,000 from chapter! Executive assistant for a Chesterfield car dealership charged with taking more than $500,000! This is just a snippet of what we have seen in the local Richmond newspaper in the past few months.

According to a survey by Auditors Inc., as many as 40% of small businesses have been embezzlement victims. But it can be hard to track; only 2% report the crime. Apparently, business owners are embarrassed and worry that creditors will deny loans in the future if word gets out. Some estimates indicate that more than $400 billion is stolen annually.

Small businesses and small organizations are more vulnerable to embezzlement because often a single person has access to, or control over, many business activities like writing checks, making deposits, reconciling the monthly bank statement, and writing payroll or tax checks. Personally, as the former owner of a payroll company, I have witnessed numerous instances of my past clients' employees giving themselves a "pay raise" that, only later, an owner discovers.

Why are there so many instances of employee embezzlement, particularly in the small business sector?


A study conducted by the accounting firm of KPMG Peat Marwick identified three key factors that determine whether a person will commit fraud. These factors are:

Situational Pressures
An employee may be under pressure due to excess debt, job frustration, etc. Often employees feel that they are unable to share these problems with their family or co-workers.

Opportunities
An employee's opportunity to commit fraud generally increases as responsibilities increase, especially when there are not sufficient internal controls in place.

Personal Integrity
This is probably the single most important factor! A person intent on committing fraud can often succeed even in a well managed environment. Conversely, a person with strong moral values will probably not commit fraud, even when faced with situational pressures and the opportunity to do so.

So, the problem is serious and pervasive. What can you, the business owner, do to protect yourself? Although there are many answers and steps that you can take, they fall into only three major areas:

Know Who You Are Hiring
Ironically, most employers fail to do even minimum background checks. Further, typically only large companies perform background checks on prospective employees even though such checks are now extremely affordable and quick. If you aren't performing background checks today, contact us for assistance in doing so. Additionally, consider using a testing service to screen for attitudes about honesty in the work place. One of our Strategic Partners, Charles Wood www.attributesforsuccess.com has a very easy to administer test that costs only $25!

Have Control Procedures In Places
Take steps to prevent a single person from accessing your bank account, as well as paying vendors and processing receivables. Some basic examples are:
  1. Have one person receive payments and have a different person authorize payments.
  2. If you receive cash, have two people responsible for receiving and counting the cash and signing off.
  3. Have your bank statements mailed directly to your accounting service for reconciliation. Make sure that you receive a report of that reconciliation.
  4. Consider using an outsource service to handle billing and payables.
Work with your CPA to create a set of written procedures that clearly defines the processes and fully delineates employee responsibilities, in order to provide both enforceable internal controls and separation of duties.

Follow Those Procedures!
A sure sign of potential problems is when an employee consistently fails to follow established procedure. Make sure that you have a check off mechanism for the critical activities that show "who did what when". Again, if you need assistance, please call on your CPA to help create such control procedures.

In summary, think about why you are working so hard in your business. You want to make money! But, money made is not the same as money kept. If you don't participate in the oversight of the control procedures, you might just discover (only too late) that you have been making money for someone else.
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01/03/07
"Happy New Year!"
Well, here we are at the beginning of a new year. Many small business owners will use this period of time to evaluate how well their businesses did in the last year. Others will be planning for ways to increase profits, improve operations or hopefully find ways to make the business less dependent on the owner. Still others are considering the possible sale or transfer of their businesses and wondering if the time is right.

Almost every business owner hopes "someday" to sell or transfer his/her business and reap the benefits of hard work and dedication. But hoping just isn't enough! Start planning to improve the value of your business by asking yourself these questions NOW!

Personal
Where do you want to be five years from now? Is your business helping you to get there? Are you still zipping through your business doors each day, or has fatigue slowed you down? Are you full of fresh ideas or too bored to think beyond the edge of your desk? Burnout is common among business owners. The smart ones deal with it before it can impact their businesses - and personal lives.

And Other People
How fares your partnership? If the answer is "not good", or even just "okay", do something to remedy the situation now. Find a way to remove the conflict or dissolve it. Unsatisfactory partnerships are bad for business - and can adversely affect its value at the time of sale. If you're at the point of changing over from self-owned to partnership status, be sure to have an effective buy-sell agreement in place.

Financial
How good are your books? Financial books and records must be accurate, up-to-date and "good ambassadors" for your business ability. Most business owners and their accountants look for every way to legally avoid paying taxes. While most of the tax saving deductions can be explained to a buyer and his accountant, some items cannot be. Most buyers are unwilling to (and should not have to) go through great expense to ferret out this information.

It goes without saying that the under-reportage of gross income is the prime example of bad record-keeping working against the seller. In any event, if you're heading toward a decision to sell your business, you need to be aware that some "tax-saving" techniques could discourage buyers from making offers that reflect the true value of your business.

Inventory
Are you carrying too much inventory? What percentage is "dead" or unusable inventory (possibly damaged, outdated, or just buying mistakes that have accumulated)? When was the last time you took an accurate physical inventory? How fast is your inventory turning over? Are you in line with your industry? Buyers are always concerned when there is an excess in inventory.

Marketing
Do you have a written marketing plan? Can you assess your company's possible growth and success? An evaluation might include: an analysis of your current customer base; planning ahead for growth, as well as for a possible downturn, and keeping an eye on trends within your industry to allow you to anticipate any changes that may need to be made to keep your business competitive in the marketplace.

Avoid dependence on too few customers. Some owners are very comfortable with just six or eight large, "dependable" customers to deal with on a repetitive basis. For a prospective buyer, however, the very limited customer base is a "red flag". The loss of just one or two of thee customers could result in a loss of a substantial percentage of the company's sales, and this could be intimidating to a buyer.

Management
Could your business run without you? Do you have key people who can manage both daily and "crisis" situations? If your answer is "no" or "maybe", then you are jeopardizing your company's ability to exist without you. That could diminish its value at the time of sale, and lower its current potential for growth and success.

Lease
Is your lease coming up for renewal? Even if you don't plan to remain in the business for the entire renewal period, try to negotiate the best possible rate and terms with your landlord. Make sure the new lease is assignable - most buyers don't want to have to move the business immediately.

Have your attorney check your lease before signing. You want to make sure that your lease does not contain any "surprises" beforehand.

Taxes and Other Taxing Matters
How will current and upcoming tax changes affect the growth of your business? Ask your accountant to keep you current on IRS changes, and when planning a sale, ask your accountant how best to structure it from a tax standpoint. Although you may prefer a sale of stock (particularly if you're a "C" Corp.), when selling, keep in mind that most buyers want to buy the business as an asset sale.

Think it's too early to start planning?
If you wait until it's too close to the time you want to put the business on the market, it may be too late to get the right answers, resolve problems, and develop positive long-term solutions.

A good first step is to call the knowledgeable professionals at Commonwealth Business Solutions - or better yet, attend one of our free Breakfast Seminars and learn more about ways you can maximize the value of your business whenever you're ready to sell or transfer your company.

Please check our "Special Events and Seminars" page on this website, and register for one of our free Seminars. It could be the best "resolution" you make this year!
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09/27/06
"A Big Mistake YOU Don't Want To Make!"
They owned a very prosperous business. Their father had started the business in the 1960s, and the brothers had grown up with the business. It was their "baby." They had taken the business over when dad died and had nurtured it, prodded it, compiled quite a record for service and products, and created a cash machine!

But they were now nearing the time for retirement. In fact, the oldest brother wanted to exit the business relatively soon. A buy-sell agreement and been written and funded when they took over the business. Unfortunately, it had never been reviewed since it was written, and the share value was based upon the book value in the 1970s.

What was a million dollar business in 2005 was listed in the buy-sell agreement as valued at just more than $100,000 in the 1970s. The funding vehicles for the buy-sell agreement reflected those values. Instead of receiving hundreds of thousands of dollars at exit time for all of their hard work, each brother would only receive approximately $35,000 - - if they didn't agree together to do something. But they did.

We worked with an attorney who updated the buy-sell agreement with a formula to reflect the current and future growth of the company. A plan was devised to pay each brother his current share value at retirement or exit time both with a lump sum payment and payments over time. Of course, strategies were devised to minimize the tax bite of these payments. It was important also to expedite the "grooming" of other family members who worked in the business and to provide a shareholder plan for them. They needed to have the skills and experience that would be lost when each of the shareholders exited. A new generation of owners would emerge for business continuity.

So what can we learn from this story? Consider the following:
  1. Spend time ON your business, not just time IN your business. Don't let the daily grind of activities cause you to lose focus of the big picture;
  2. Evaluate the progress of your business, not just in dollars and cents, but also in terms of its progress in reaching your personal goals;
  3. Remember that legal documents are important. Your understanding of them and their execution to do what you want can determine your future;
  4. Know what legal documents you need. A buy-sell agreement is important, but especially so if there are several owners. A non-compete agreement might be necessary to protect the integrity of the business should someone leave. Executive compensation plans with "golden" handcuff agreements might help to attract and retain key people who create the profitability of the company.
  5. Periodically evaluate those agreements. Make certain that they are accomplishing your objectives and reflect the growing value and needs of your business.
  6. While you want to make certain that everything is current and in order, be aware that there may be solutions to every problem. Perhaps the solutions may not be perfect, but they may be better than the alternative!
As a side note, not all companies may be able to resolve such problems with the positive results that this company did. The owners were brothers. They had grown up in the business, had fought their fights, but had learned their value to each other and the company. How would you and your partners be able to overcome such a problem?
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