The judicious investor can understand the huge benefits of purchasing an established business, but also acknowledges the pitfalls awaiting the unwary buyer. Before finalizing the purchase, the cautious buyer can avoid the various acquisition risks by engaging in thorough diligence evaluation. However, there are some clients who often skip due diligence, considering it a spare expense, and such step is usually unwise. If you are willing to buy a business in Edmonton, a systematic process of due diligence can help you prevent a financial pitfall. You can also engage Performance Business Brokers a leading Edmonton business broker to assist in the due diligence of a business acquisition.

Significance of due diligence

A due diligence analyst has a number of responsibilities. Some of the crucial jobs include discovering undisclosed problems, verifying the accuracy of the seller’s representations and discovering hidden assets and opportunities. All these factors help in increasing the client’s confidence in the original business valuation. Similarly, uncovering neglected or hidden assets automatically raises the value of the deal for the buyer. As a result of revealing undisclosed issues if there are any, the purchaser gets an opportunity to change his mind and walk away from the deal. It also offers him a measure to get into negotiating for a more appropriate acquisition price.

Various types of due diligence

• Commercial – review of market, industry and business model of the issuer.
• Financial- review of financial position, policies, tax and internal controls.
• Reputational – review of reputation of individual counter-parties and credit worthiness.
• Legal–review of documentation for identifying potentially legal issues that may pose impediments or risks to the (i) transaction or (ii) in the issuer’s general operations, that may affect the consideration or value in connection with the dealing.

Purpose
The major purpose of diligence evaluation as well as structuring of the transaction lies in:

• Identifying issues relating to documentation and structuring.
• Identifying contractual and legal impediments.
• Verifying or confirming warranties and representations.
• Undertaking processes for the verification of representations and warrants provided.
• Validating business plan and examining issues and principal areas that needs to be recognized in the business plan.
• It helps in determining its impact on the proposed transaction.
• Address, understand and if possible determine risks and build plan of action to mitigate the same.
• Transaction management and formulating solutions and suggestions to deal with problems.
• Placing the buyer in a better position depending on the risks addressed, so that the deal can be negotiated or the cost of the acquisition can be adjusted. The buyers also get the opportunity to tailor the indemnities and warranties.

The approach to the due diligence process depends on what is intended to be accomplished and the type of transaction. It is a process of objective and thorough examination that is undertaken before the entry of corporate entities into major transactions like mergers and acquisitions, project finance and security, issuing new stock or other securities and so on. One of the major objectives of due diligence is to minimize the possibility of unknown risks or liabilities to the maximum extent practicable.

Performance Business Brokers Presents –

For sale is a Security Company that is halfway through their fourth year of operation and has had a huge revenue increase over this time. Current year’s revenue is tracking to be higher than $1,600,000. Great profit margins.

Most of the revenue comes from businesses in and around the Edmonton area. The business is currently operated by an out of province owner.

All required licensing is in place for the provinces of Alberta and British Columbia.

This is a perfect addition to a business already in the security industry which is looking to grow through acquisition or for an individual looking to enter the security industry for the first time.

For more information on this business contact Dwight Lester at 780-756-2990 or at info@performancebb.ca

A business owner might wish to sell off their business. However, the time as well as the procedure of the sale needs to be perfect so as to ensure that it turns out to be a profitable affair at the end of the day. For that, a number of issues are needed to be taken into account at the time of the sale. Some of these issues may vary from one transaction to another depending upon the nature of the sale or the niche of the business that is to be sold off. However, the crux of these deals remains more or less the same all over the world including Edmonton. Let us discuss the points that are needed to be taken into account at the time of selling a business in Edmonton.

• The first and foremost step of selling a business is calling Performance Business Brokers. We will be able to provide a clear estimate of the real market value of the business and properly evaluate the value of the equipment involved in the manufacture of product or service.

We will also be able to render a complete list of identical businesses or trades in the same niche that have been up for sale along with all the data and the sales figures. This will definitely provide an idea of how to proceed and the likely price of the sale.

• Another extremely beneficial step that is needed to be taken prior to sale of a business is consulting various newsletters and magazines. That will also provide an idea about all the similar types of companies that are up for sales.
• It is also highly important to determine and ascertain the likely effect of the sale on the clientele. It is imperative to gauge whether the sale will result in reduction of a sizeable portion of customer base. At times, the sale of a business imparts a negative effect on the psyche of the customers so much so that a large portion of them drifts to another product or service, raising problems for the company. In some instances it is wiser to go sell the business in a confidential manor without bringing it to public knowledge.
• Our team of professional appraisers which can conduct valuations on equipment, real-estate or the business is another very important aspect of selling a business in Edmonton. This is more important in case there is any plan of selling the property without the involvement of any real estate or property broker.
• An effective marketing strategy needs to be planned irrespective of the fact that the business is being sold with or without the assistance of a business broker. Here, it is essential to look for the a set of marketing tools that will provide the business with the maximum exposure.
• Another way of selling a business is doing so with the help of a local trading organization or networking referral service provider that will help in promoting the sale.

Selling companies is a pretty intricate affair. Hence, it is advisable that proper processes and methodologies are followed to make sure that the entire process is conducted in a seamless way and all the objectives are met without any problems.

In the world of trade and commerce, the purchase of one business by another is not uncommon. In fact, whenever a business wants to grow, besides widening its avenues of trade, it also tries to acquire other relatively weaker businesses with a view to establish its very presence in the commercial world. The entire process may look quite simple. However, in reality it is a pretty complex exercise as there are a lot of technicalities that are required to be taken into account to make sure that the decision turns out to be financially fruitful for the company vying for the deal at the end of the day.

Here we bring to you some finer points that a company needs to take into consideration prior to acquiring a business. Things are no different in purchase of businesses in Edmonton. Hence, all these points revolve around the concept of business valuation in Edmonton, which is an indispensable factor on which buying a business in Edmonton as well as in the rest of the world depends.

• The Suitable Standard of Value that is to be Considered – When it comes to taking into account suitable standard of value, there are two varieties of standards. While one is fair market value the other is the strategic value.
  1. Fair Market Value – It is the value that represents the value or the worth of a particular business in case it is to be sold out to a third party who is not related to the business. It also determines the floor value of the business which ultimately decides the acceptable price or value in the event of a sale. It is typically considered as the most realistic or appropriate value in case financial buyers are involved in the sale. This is simply because these buyers do not have any synergy to squeeze out of the business and hence are more inclined to acquire the business in “as it is” condition and continue with its normal operation unabated.
  2. Strategic Value – This comes into play when the acquiring a business that are from the same niche of industry and the deal that is struck between them is a strategic one. This happens when the purchaser considers the effect of the redundant expenses that can be eliminated or avoided. The elimination of these expenses would allow the purchaser to pay a cost that is more than the fair market price though that will still give a greater return at the end of the day.
• The Amount of Impact the Purchase Structure will Have on the Price – The structure of a deal greatly impacts the price. Parties involved in a deal may ponder over the fact as to whether they should structure a particular deal as a stock deal or an asset deal, for this will in turn ultimately put an effect on the price of the deal once it is struck. Sellers of businesses generally opt for stock deals as their proceeds are considered taxable as capital gains only once. In case of stock deals, the buyer is purchasing the legal entity and all items on the balance sheet which will include all the contingent as well as unknown liabilities would be assumed by the purchaser.
• Taking into Account the Earn-outs – Earn-out is an effective tool when it comes to considering business valuation in Edmonton for acquiring a business. It comes in handy when bridging the difference between the seller and buyer of a business in case they cannot agree in terms of price. In case of an earn-out, the two parties come to an agreement that once the transaction is closed, the seller might get some additional payments that are based on the performance of the company. It enables the purchaser to compensate the seller in certain aspects if and when certain activity levels are attained and to keep the price lower in case the targets are not achieved.

If you take into account the concept of business purchase on a broader perspective, the issues that we have discussed so far collectively form a mere tip of an iceberg. This is because there are innumerable aspects of business purchasing that comes into play depending upon the real life scenario that crop up during these deals.

All said and done, it is a process that is better handled by Performance Business Brokers who are expert in business purchase deals and related activities.

Enterprise brokers are great at helping you with every transactional role and deal once you decide on buying a business or selling one. There would be many complexities to manage, and most brokers would work better than real estate agents in most cases, they bring to you the best listings, demographics and area information, and important know how which is conducive for your business as well. Thus, it would be important to check with the best Edmonton business brokers to know which vendor could serve and sync in well with your needs.

Reasons Why You Should Hire a Broker

Enterprise brokers have access to the best “business for sale” listings and with all important information on that business, which you may not procure if you check for the same. There are regions which don’t have multiple listings made public, and this is where business brokers would bring their services for your ventures needs.

All Paperwork is Done

Irrespective of the size of the enterprise to be purchase or sold, a lot of documents, paperwork and coordination need to be handled with care. Data should be meticulously checked time and again, errors need to be removed and overall chasing needs to be done, for which professional help is a must.

Negotiations are Cakewalk

With the help of enterprise brokers, you do not have to break your head or sweat it out finding the right deals for buying or selling an enterprise. The negotiation would be taken care of by professionals, and they very well understand how important such an investment for you would be.

Choosing the Right Edmonton Business Brokers

There are a couple of things to care for when choosing the best enterprise brokers.

• Experience and expertise
• Success rates and transactions dealt by them in the past
• Is it their own business or an outsourced one?
• Referral checks
• Clients they are servicing at the moment
• Manpower strength with them
• Associations if any with reputed names
• Client reviews and testimonials
• Pricing

Work in Sync

The old adage “Help us to help you” should be followed here, when you start talking to the professionals about your needs. Interview the vendors and convey to them your plans, aims and visions in mind. For example;

• A blueprint of your needs, so that they can identify the best sources which comes your way
• Type of enterprise you want to buy
• How much you can invest, financially
• Research, homework and suggestions
• How to check online for expert talk and advice
• Speak with them and communicate with them regularly
• Turn around time within which they can give you answers

Brokers have an important task to achieve for you, and they are solid assets to have for a deal to be done. Never choose one which isn’t serious, commitment wise or wouldn’t follow up with your questions.

Small and medium businesses are bought and sold almost everyday, across the globe. Owners benefit in more ways than one in doing so, especially when they find the right brokers to help them search for a valuable Edmonton business for sale. Experience and expertise should be checked, and if you have time, a little homework on knowing your broker well, should be done too. This is how you would then be able to execute the right business sale, in the least time frame and without messing up anything in the bargain, especially a performance downturn.

Why should a business broker be hired?

•   They offer plenty of real time insights when it comes to marketing, valuation and prospecting. And they help with sale and financials too, plus use their experience which allows them to understand how the potential business would do, operationally and legally in the days to come. This would help your venture embark itself well, make more sales and streamline various processes too. You then can rest in peace, being assured that the deal can be well-focussed on and the business operations would continue well.
• With experience, the brokers would know how to search within reputed listings for the best buyers, and they would bring them to your table, irrespective of the business you own. Value for the business to be sold would be much higher, favourable and there wouldn’t be any risks involved too.

How to search for the right business brokers

Business brokers would be the ones who would help with all interactions, negotiations and deals. And they have tips and tricks up their sleeves which would help you attain the pinnacle of success too. However, finding brokers of repute and high reliability would be a challenge, especially if you do not know where to look for one.

1. Business sellers should speak to the brokers and make them understand the demands, needs and requirements, of the seller and not the buyer. It is more than deal facilitation, which means bringing in the highest bids from all quarters. If this is not built or dwelt on by the broker, chances are they would do nothing for your interests to be met.
2. The sales process should be checked into when evaluating the broker’s expertise. Some brokers would harp on the fact that their valuation services should be sold first, more than your company. Do not fall for such tactics, because you would loose in the end and gain nothing out of such deals.
3. As a seller, understand that the sale of the business would be influenced with the relationship you keep with your broker. While the process is on, you need to be comfortable and at ease with the broker, speak with him honestly and be certain with what you want. You also should be comfortable trusting your broker’s decisions and advice. The relationship has to be two way and clear from the start.

When selecting brokers, read client reviews, testimonials and try to know the broker’s reputation in the market. Credentials, documentation, associations and memberships, legal bonding, and other such things should be checked as well.

5 Core Tenets of Exit Planning

Takeaway: Business owners: prepare for the single largest financial transaction in your lifetime.

The succession or exit by a business owner is usually the single largest financial transaction in their lifetime with a lot at risk as typically a majority of an owner’s net worth is tied up in their company (normally greater than 70%). Accordingly, an owner needs to prepare and begin two to five years prior as business value enhancements, tax planning, market timing and the sale or transition process all need to be strategically mapped out, implemented and aligned. Unfortunately, owners typically skip this planning phase resulting in post-exit remorse with significant wealth left on the table.

A true and properly prepared exit plan offers the following five core tenets for an owner:

1. Aligning an owner’s personal, business, and individual long-term financial goals

Determining the success or failure of an owner’s exit is defined and measured differently by every business owner. Accordingly, the first step of any exit or succession plan should always be the articulation and alignment of an owner’s goals. This exercise creates the necessary foundation of the plan and equips the owner and his or her advisors with a compass to proficiently navigate a successful exit.

To begin, an owner needs to answer the following goal questions:
• Business goals – What do you want your business to accomplish prior to your exit?
• Personal goals – When do you want to exit? How do you want to exit – over time or in one event? Who do you want to exit to? What do you want to accomplish as part of your eventual exit?
• Financial goals – What are your long-term personal financial needs and what is the amount you need from your business to accomplish?

The next step is to reconcile all the goals into alignment. This is necessary because typically the timing and or the financial aspects of each of the individual goals do not match with one another (i.e., if an owner’s business goal prior to exiting is reaching $50MM in sales which will take five years but one of the owner’s personal goals is to exit the company within the next two years). The key to reconciling all the goals into alignment is to prioritize and adjust those goals that are flexible, either from a timing or financial standpoint. Typically long-term personal financial needs have limited flexibility and this usually drives adjustment to the other goals. This is often an iterative process and requires sound financial data including the amount required to meet your personal long-term financial needs and the amount your ownership is worth under your goal scenarios and other what-if scenarios. When completing this process, owners need to be aware there are outside market influences they have no control over and the timing aspect of certain goals should be set with some flexibility.

2. Empowering an owner with an in depth knowledge of all their succession or exit options

In order to satisfy an owner’s business, personal and financial goals, a sound exit plan evaluates all the options and alternatives and vets each to determine the optimal solution for the owner. This process is normally completed in conjunction with the reconciliation of an owner’s goals process as just explained above. As presented below, there are typically six major exit channels available to middle market business owners with the timing on how an owner exits (in one event or over time) available for each option with advance planning. Determining the availability of the different exit channels for an owner is dependent upon the motivations and goals of the owner and on the underlying company’s profile (size, profitability, maturity, outlook, etc.). Thus, the breadth or narrowness of options will vary by owner.

External Exit Channels
• Financial buyer
• Strategic buyer (vertical/horizontal) Internal Exit Channels
• Recapitalization
• Family
• Co-owner(s) or Management
• Employees (ESOP)
Pros
• Generally highest available value
• Diversification of family’s wealth
• Post-sell financial and leadership resources Pros
• Greater control over legacy, timing and terms
• Income and estate tax saving opportunities
• Limited due diligence and time required to close
Cons
• Time and cost of marketing, due diligence and closing transaction
• Limited control over post-legacy value Cons
• CRA and tax courts are value authority for family and ESOP transfers
• Value received often less than actual market value
• Buyer’s financial resources usually limited

3. Maximizing the fundamental or underlying value of the business
Buyers look at numerous aspects of a company to determine value. To maximize value, owners must be able to view their company from a buyer’s perspective…what would you expect or look for if you were doing an acquisition? Often times, discovering the value differences occurs too late, reducing the company’s sellable value with a lack of ample time to correct.

Thus, a sound exit plan should evaluate the company from a buyer’s perspective and identify opportunities to increase the underlying company’s value and implement action plans to capture the full value prior to going to market. Assessing the opportunities is often hard to do from an insider’s perspective and especially so if an owner doesn’t have experience with buying or selling companies.

In line with maximizing the fundamental value of a business is an equal if not greater opportunity to maximize the value by identifying strategic value drivers. Strategic value drivers are elements that both reduce risk and improve returns for buyers. In practical terms, value is in the proverbial eye of the beholder and greater value is available over normal industry standards if an owner can position their company to make it the most attractive to likely buyers. This is accomplished as part of a sound exit plan by identifying the value drivers that buyers are seeking and ensure the goals of the company are focused on growing these drives.

Examples of strategic value drivers (partial list):
• Specific market presence
• Specific customer base
• Geographic footprint
• Market share
• Technology or licenses
• Trademarks or patents
• Niche products or services
• Advantageous systems or processes
• Sales distribution network
• Vendor channels and relationships
• Strategic relationships
• Reputation or brands
• Scalability of your products or services
• Management team or skilled workforce

Owners should start working on the value building processes two to five years in advance as implementation of enhancements take time with the worst case scenario being that an owner has created a stronger and smoother running company and would like to stay engaged with the business longer.

4. Eliminating, minimizing or deferring income and estate taxes
The actual value realized by an owner is always less than the company’s selling price; it is the culmination of the price, structure, terms and the corresponding tax consequences of the sale. The amount of the tax component continues to shock owners. Without advanced planning prior to exiting, owners will leave significant wealth on the table. There are multiple tax saving opportunities a good exit plan addresses.

• Company entity level
• Personal level
• Estate level
• Transaction level

At the transaction level, the structure of the deal can mean a difference of up to 20% in net proceeds for an owner and so thought and analysis need to be completed prior to going to market to determine the best structure and deal strategy available for the owner.
5. Maximize what the market is willing to pay for the business.

The last core tenet of a good exit plan is for those owners that have elected an external transfer channel (which is typically 80% to 90% of all owners) and it consists of four components.

Sell side due diligence – this is a process of conducting the same intensive review as a buyer would and compiling and organizing the associated documentation so it is ready for the buyer (typically in an online data room). Sell side due diligence provides owners two benefits. First it expedites the actual due diligence a buyer will conduct which helps prevent confidentiality issues, minimizes operating distractions, helps assure the deal will close, and just gets the deal closed sooner. Secondly, and more importantly, it prevents the deal from going sideways or getting cancelled all together. Too often the skeletons come out of the closet during due diligence and if the seller isn’t aware or hasn’t made the buyer aware of these skeletons then it positions the buyer with instant negotiating leverage. By conducting due diligence prior to going to market, issues that would otherwise slow or kill the sale are identified upfront so that corrective measures can be implemented.

Market timing – As all business owners know, timing is everything. In order to realize and maximize ownership value, all of the critical market, company, personal, and tax elements must be aligned. This is a dynamic process with the critical market elements outside an owner’s control. The windows of sale opportunities open and close based on economic conditions and the cycles of industries and market segments. For that reason, the goal of a good exit plan is to complete all the value enhancements, tax planning, individual wealth planning, preparedness, etc. so the owner is in a state of readiness and agility – equipped to capitalize on the market windows of opportunities as they present themselves.

Competing buyers As part of an exit plan, owners should create an ideal buyer profile and begin compiling a list of potential buyers that match the profile. The list should contain both financial and strategic buyers with candidates typically pre-indentified as part of the strategic value drivers process explained earlier.

The chosen sale/marketing approach can also create a competitive market for a company. There are two basic approaches available to middle market companies; a negotiated sale and a controlled auction. In simplified terms, the negotiated sale is where the seller performs limited marketing of the company and directly solicits interest from a few known potential buyers. The seller talks with each interested buyer on a first come, first served basis and attempts to negotiate the best deal. The controlled auction process casts a much wider net in its marketing process and follows a much more formal and structured process. The process begins with sending a Teaser to a large list of potential interested buyers followed by an Offering Memorandum detailing the company for those interested with a deadline to submit bids. Based on the qualifying bids, the seller invites a handful of buyers for face-to-face meetings touring the company and providing an opportunity to vet each other. After the visit, buyers have a deadline to submit final offers to purchase and the best purchase offer is chosen by the seller. The controlled auction is the preferred method to create the competing buyers environment but it is an intensive and costly process and isn’t appropriate for all companies. It works best for companies with at least $1MM in EBITDA or certain sought out intellectual property or other synergies.

October 02, 2013

Performance Business Brokers Facilitates the sale of Flowers By Merle in Edmonton Alberta

EDMONTON, ALBERTA – Performance Business Brokers (www.performancebusinessbrokers.ca) of Edmonton, AB has completed the sale of Flowers By Merle on Stony Plain road.  Flowers By Merle was a family owned fixture in the Edmonton flower industry for 47 years. The new owners acknowledge the Flower Shops time in the market place as being a key factor in purchasing the business. The shop is renowned for their amazing selection of fresh cut flowers and flowering plants. Outstanding exotic varieties and interesting foliages arrive directly from growers in South America, Hawaii, California and British Columbia.

Dwight Lester, President of Performance Business Brokers in Edmonton AB comments “In a short 90 days we listed the business to sell, presented multiple offers, and completed the sales transaction. Both the seller and the buyer were happy with the efficiency of the sale”. The new owners commented, “Working with Performance Business Brokers was exceptional. Dwight provided great guidance with the due diligence process and assistance during the transition to the new owners”.

About Performance Business Brokers, Edmonton

Performance Business Brokers is a full service Edmonton Business Brokerage Company that sells businesses across Alberta. We specialize in business valuations, packaging, listing and the selling of existing businesses and new business opportunities.

Selling your business is one of the most important financial decisions you will ever make and it can involve high levels of stress and anxiety. Working with a professional can reduce the stress by determining the optimal selling price and terms for the seller.  The majority of a business owners’ wealth is often tied to the business so a properly executed exit from it is paramount. It is important to ensure you have the right team to guide you when selling your business.

Selling Businesses is our ONLY Business

Contact us today at 780-756-2990, or by email at info@performancebb.ca  Suite 220 – 11717 – 42 St. Edmonton AB.  www.performancebusinessbrokers.ca

Established for over 25 years, this institute operates a private for-profit post-secondary school that provides vocational training. The institute offers non-degree, certificate programs within the Cosmetology – Aesthetics industry.

The school is licensed as a Private Vocational School by the Alberta Enterprise and Advanced Education. The programs offered by the school are eligible for student loan funding from the Alberta and Federal student loans program. The fulltime program runs 10 months and has new student intakes each month.

The schools generated gross revenues of $1,1500,000 in 2012 and had impressive profits.

The seller, who is retiring from the business, is looking for a buyer, who is capable of taking the school to another level, for which the foundation is prepared and ready. The school is situated in a beautiful and new location since 2011 with high traffic flow.

The school also enjoys the ability to have additional revenue streams from retail sales of cosmetology – Aesthetic product as well as from services provided by the students while they learn.

The school has a high grad placement rate of 90+% within three months of graduating.

The purchase price of this opportunity is negotiable and this information is intended to ascertain interest in the said business after which open negotiation is invited.

Contact us today at Performance Business Brokers for full information on this unique opportunity at 780-756-2990 or email us at Dwight@performancebb.ca

Performance Business Brokers Presents –

If you are looking a solid company with a 20 years history in the Oilfield Maintenance business your wait is over.

This company services oilfield companies in the north eastern region of Alberta, with experienced crews. The company specializes in winter road building, Snow making, picker truck and hotshot services and chain link fencing installation.

They have a complete line of equipment to build and clear winter roads and to provide grass cutting services for high grade roads in the summer months.

The company prides itself on safety and in the last ten years there have been no lost time accidents or injuries on any of their projects.

For full information on this business contact Dwight Lester at 780-756-2990 or info@performancebb.ca