The BBF has given sellers and their brokers an amazing marketplace to sell businesses. It has proved to be quite efficient in its ability to find the right buyer to buy businesses that enter the marketplace. And in today’s seller-favored landscape of business transactions, if a business is not selling, we can only deduce that it is overpriced. This issue is obvious, and the statistics show clearly that these businesses most likely will not sell. In this article, we will delve into some key reasons as to why overpriced businesses struggle to sell.

6 Critically Important Aspects of Due Diligence

Performing due diligence as a part of your company’s annual review is a smart move and one that can help your business in a range of ways. Through this means, if the day comes that you need or want to sell, then you’re ready to go. There are six key areas of due diligence that you’ll want to consider. These are aspects that most serious buyers will consider when buying a business.
You can expect any savvy buyer to focus on the following during due diligence if they are truly interested in acquiring your business. Problems in any of these areas could spell serious trouble in the sales process.
- Legal
- Marketing
- Environmental
- Operational
- Management
- Employees
Legal Issues
In terms of legal issues, you’ll want to carefully evaluate whether or not your contracts and agreements are all current. Issues such as copyrights, trademarks and patents should all be examined. Most importantly, if there is any pending litigation it would be best to resolve the matter if possible. Likewise, if there are any potential legal issues, such as lawsuits, looming on the horizon, those issues should be addressed as well. Try and think about what your own lawyer or legal team would want to see out of a business before recommending that you ink a deal. Obviously, these types of legal issues should not and will not simply be overlooked.
Marketing Issues
Marketing issues should be dealt with as well. Business owners should understand not just their business, but the industry as a whole.
Consider the following questions:
- Who are the industry leaders?
- What is the size of the market?
- Who are your current and future customers?
- What are the upsides and risks of your products or services?
You should demonstrate to a prospective buyer that you understand the “lay of the land.” You should be able to convey a strong grasp of how the business is currently positioned and how it may be positioned in the future.
Environmental Issues
One serious environmental issue can derail a deal or even destroy a business. Prospective buyers are very wary of potential environmental issues. Identifying and addressing environmental issues, if possible, should be a key part of your preparation for due diligence.
Operational Issues
Another key area to evaluate is operational issues. Your company should have an easy to understand program for how products or services are handled at every point of the process. How your goods or services are delivered to the customer shouldn’t be a mystery, but should instead be clearly defined to a prospective buyer.
Financial Issues
As there is clarity in how your goods or services reach consumers, the same holds true for financial issues. You do not want your finances to seem mysterious. Everything from your inventory and supply chain to your accounts receivable and accounts payable should be well laid out, accessible and easy to understand.
Employees and Management
Problems with employees or management can spell doom for any company. You’ll want to take steps to cover any potential issues in these areas well before selling.
Working to address these six key areas will help keep your business in a ready to sell posture. While you might not plan on selling today or tomorrow, there is no way to know what the future may bring. It’s best to be prepared.
Copyright: Business Brokerage Press, Inc.
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The Overpricing Dilemma: The #1 Reason Why Businesses Fail to Sell and Why Buyers Shun Them.
Educated Buyers: Modern consumers are more informed than ever before, thanks to the wealth of information available at their fingertips. Buyers conduct thorough research, understanding market trends, financial standings, and comparable sales. An overpriced business stands out like a sore thumb to educated buyers who can quickly identify discrepancies between the asking price and the actual value. Informed buyers are less likely to “make an offer,” leading to a prolonged listing period or, in some cases, no sale at all.
Comparative Shopping on the Internet: The internet has revolutionized the way people shop, and this holds true for business acquisitions as well. Potential buyers can effortlessly compare prices, features, and the overall value of businesses in the same industry or niche. A business that is perceived as overpriced online will struggle to attract serious inquiries, as buyers can easily find alternatives with better value propositions. The transparency provided by the internet has made it imperative for sellers to understand the marketplace and price accordingly.
Aversion to Negotiation: Negotiating the sale of a business can be a delicate dance, and some buyers are averse to the process altogether. When a business is overpriced, negotiations become more challenging, and potential buyers may be discouraged from engaging in the conversation. Buyers prefer transparent and fair pricing. Therefore, an overpriced business may create an atmosphere of distrust, hindering the negotiation process and causing the process to never even start. This may also be a generational trend worth consideration.
Fear of Offending Sellers: Buyers often tread carefully during the negotiation process, fearing that expressing concerns about the pricing may offend the sellers. This reluctance to discuss perceived overpricing can lead to a breakdown in communication and a failure to reach a mutually agreeable deal. Sellers who are open to constructive feedback and are willing to adjust their pricing strategy are more likely to engage in successful negotiations and ultimately close the deal.
Perception of Unreasonableness: The perception of a seller as being unreasonable or even delusional can stem from an overpriced listing. If a business is priced significantly higher than its market value, potential buyers may view the seller as unrealistic or out of touch with market realities. This perception can drive away serious buyers who are looking for fair and justifiable pricing. It may also call into question the seller’s representations of other items in the opportunity such as earnings claims.
Drop in Sales: The Evidence is Clear: Statistics indicate a clear correlation between overpricing and a failure to sell. When a business is priced more than 15% above its market value, the chances of a successful sale decrease significantly. This underscores the importance of accurately valuing a business, pricing it appropriately to attract potential buyers and facilitating a successful transaction process.
In conclusion, the primary reason businesses fail to sell is that they are overpriced. Educated buyers, the power of the internet, aversion to negotiation, fear of offending sellers, and the perception of unreasonableness are all factors that contribute to this dilemma. Again, buyers will not “just make an offer.” Brokers must help their sellers carefully consider market dynamics, give them professional advice, so they adopt a realistic pricing strategy in order to maximize their chances of a successful business sale in today’s marketplace. Simply stated, if you are trying to sell a business, and have yet to, your business is most likely overpriced.

Andy Cagnetta
M&AMI,CBI,CM&AP, BBF Board Member
CEO of Transworld Business Advisors

Chair’s Letter
I am honored to lead the Business Brokers of Florida this year. I am fortunate to have a large group of dedicated volunteer leaders, a strong assembly of members and affiliates, and a great management team to help our Association be the best in our profession.
I would like everyone to mark their calendars for our upcoming BBF Conference, August 23-25 at the Caribe Royale in Orlando Florida. Some fantastic education sessions are in the plans and a fantastic opportunity to network with other Business Brokers. I find at these events, I sometimes learn as much from other Brokers while networking as in our workshops. Both are reasons to make sure you are there. Sign up will be coming soon, sign up early to participate in the maximum discount from registration.
Lots of improvements are being made to our public facing website with search capabilities for our members and affiliates. We are working to give you more exposure to the public. There is contact information on each office as well as each member. A link to your website is included which will help the SEO on your website.
We will be ordering awards soon to recognize those members that achieved different levels during 2023. Please make sure all your SOLDs are up to date in our BLS system.
There is lots going on in BBF and many committees that need volunteers from our membership to help move BBF to the next level. Please contact me if you are willing to serve. I would like to thank all those members that do serve, we all appreciate all you do for BBF.

Paul McNally
Chairman, Business Brokers of Florida®

Presenting the right CIM, CBR or Brochure for your listing
Our duty as Brokers is to showcase our business listings with as much detail and accuracy as possible so as to wow the Buyer. One way to do that is through the preparation of a Confidential Business Review (CBR) or a Confidential Information Memorandum (CIM). These two terms are often intertwined and used in the same manner. The difference between these two documents is that the CIM is usually prepared by Investment Bankers and M&A Advisors for Mid-Market and Medium Size Business offerings. CBRs and CIMs reflect the heart and soul of the business. They are time consuming and can only be put together once all the relevant information on the particular business has been obtained by the broker, including research on the industry and the market where it operates.
What’s the purpose of a Confidential Information Memorandum?
A Confidential Information Memorandum (CIM) is a professionally prepared lengthy summary of your business that is presented to prescreened buyers who are interested in purchasing your business. The CIM addresses the buyer’s questions quickly and efficiently, saving countless hours. It includes information regarding company history, products, services, licensing, and competition. It also includes a financial summary, information about operations, lease terms, the value of assets and inventory, an employee summary, and terms of the sale. The purpose of the CIM is to help the buyer decide if they would like to take the next steps and learn more about the business. The CIM will not address every question the buyer may have about the business. Rather, it allows the buyer to take the next steps in the transaction.
What is included in the CBR (20-40 pages)?
Here are the major topics typically covered:
- Disclosures
- Assets
- Competition
- Customers
- Deal structure and financing
- Facilities & Equipment
- Financials
- History
- Improvement potential
- Intellectual property
- Inventory
- Operations
- Pricing
- Product or service
- Staff
What’s included in a CIM (50-150 pages)?
In addition to the above, it may include these additional topics:
- Company Overview and History
- Competitor Overview
- Contracts
- Customer Overview
- Geographic Market Overview
- Growth Opportunities
- Industry Overview and Key Metrics
- Legal and Environmental Items
- Management Bios
- Marketing and Sales Team Overview
- Organizational Structure
- Product Information and Specifications
- Production or Service Processes
- Supplier Overview
- Technological Capabilities
As you may have noticed this is an extensive and comprehensive portrait of the business that requires accurate and detailed research and analysis of all information gathered from Seller and online. These documents answer most questions Buyers will have. They are one of the most important marketing tools we have to showcase our listings. But you don’t always need to have such an extensive portrayal of a business if it’s not that sophisticated. Smaller valued businesses can also be showcased using a Confidential Summary Booklet (5-10 pages) or a 2-3 page flyer/brochure. Regardless of what type of Memorandum or Flyer you decide to use, make sure it’s colorful, insightful, with graphs, tables and valuable content, in other words “eye candy”. Sometimes less is more in order to trigger the Buyer’s interest and curiosity. Therefore, make it a habit to impress both Buyers and Sellers with your professionalism, expertise, value and effort you place in the marketing of your listings. CIMs can cost anywhere from $500 to $2500 to have it done professionally, if you do not possess the skill.
If you’d like to see samples of CIMS or CBRs feel free to email me at mhabib@theroyalcrowngroup.com so I can share some of them with you.

Mark Habib
The Royal Crown Group

7 Important Questions to Ask Yourself When Selling a Business

There is no denying the fact that for most people, the decision to buy or sell a business is one of the most important professional and financial decisions that they will ever make. Let’s turn our attention to some of the key questions you’ll need to ask.
1. What is really for sale?
You’ll need to determine what is, and is not, for sale. If you own machinery or real estate associated with the business, are those items to be included in the sale?
2. What assets bring in revenue?
One important factor to consider when preparing a business to be sold is what assets are earning money. If you have assets that are not earning money, then it may or may not be prudent to sell those assets.
3. What is proprietary?
Buyers and sellers alike will want to consider what is proprietary. Anything from software and patents to formulations can be extremely valuable. Sellers will want to give substantial thought to how to best frame any proprietary property that they have in the best light. Buyers will want to carefully evaluate proprietary property to try to ascertain an accurate value. Outside experts may be needed to make an accurate assessment.
4. What’s your competitive advantage?
A business’s competitive advantage should be of importance to buyers and sellers. A seller should focus on understanding their competitive advantage, whether it is a certain niche, a superior manufacturing process or product, better marketing or a range of other factors. Properly framing your competitive advantage can help buyers see the full, and even untapped, value of your business.
5. What is your growth potential?
Buyers will want to consider factors such as whether or not the business has the potential to grow. If the business can’t be grown, then buyers should include this fact in their final decision and/or offer.
6. What agreements do you have in place?
Other factors such as employee agreements, non-competes, and the depth of management are all areas of concern for a prospective buyer. Buyers will want to consider if the seller has secured agreements from key employees and how dependent the business is on an owner/manager.
7. What relevant financial information will a buyer want to know?
Understanding how much working capital is needed to run the business and how financial reporting is undertaken are other factors that should not be glossed over.
If you are preparing to sell your business it is worth the time to pause and think about what your business might look like to a buyer. In short, what would you think of your business if you were the buyer and what questions would you ask?
Buying or selling a business is complex. Every single business is different and that means there is no 100% standardized approach and route towards success. A seasoned, experienced and professional business broker or M&A advisor can help guide buyers and sellers alike towards optimal outcomes.
Copyright: Business Brokerage Press, Inc.
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