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  Getting to Sold

 
  Would I buy my business?

10 Tips to a Successful Sale

A Seller's Checklist of Do's and Don'ts

Are you Ready to Exit?

Other Helpful Links

 
 

"What is my business worth?" This is inevitably the first question that is always asked when a business owner starts to consider the possibility of selling. Business owners often turn to a Business Broker or Business Appraiser for an answer to this question. However, before you do this, consider, "Would I buy my business?" An honest assessment is an important part of the valuation and selling process. Potential buyers have their favorite question too, "Why are you selling?" Most business owners sell for common reasons, retirement, illness and other business interest. Owners who are looking to sell for other reasons such as the business is losing money, or has a hidden problem such as a hazardous waste issue, will always be "discovered" during due diligence, resulting in a bail out or a significantly reduced offer. Getting to sold and getting the best market value for you business requires some preliminary work. Business owners should be able to account for each dollar as it flows into an out of the business. In a cash business, skimming from the register and not reporting it is fraud, and you will not be able to prove that income, thereby reducing the value of your business.

As you consider the possibility of selling, you should gather the following information:

I. 3 to 5 years of P&L (Profit and Loss) Statements
II. Income tax returns for the business
III. Receipts, Merchant Account Statements, Bank Statements
IV. List of all fixtures and equipment
V. Lease documents for the premises, equipment and furniture
VI. List of loans with total due, payments and terms
VII. Inventory reports

Shoeboxes are for shoes, not piles of paperwork. If necessary, take the time to organize everything in a clear and organized manner allowing for easy review. Remember confusion is not something you want potential buyers to experience. It applicable, it pays to have outside professional help prepare your documentation. By putting together a nice package that is current with YTD financials it is easy for brokers and appraisers to arrive at a value for your business. Values are most often determined by taking a multiple of the net cash flow. To learn more review the "What is my business worth?"

Always seek the advice of a Certified Public Accountant and/or Attorney when considering buying or selling a business.

10 Tips for a Successful Sale

1. Sellers should find out the loan value of the fixtures, equipment and machinery prior to a sale. Many buyers will count on using it for loan or collateral purposes. No one wants to find out at the last minute that the value of the machinery won't support the debt needed to put the deal together.

2. Sellers should resolve all litigation and environmental issues before putting the company on the market.

3. Sellers should be flexible about any real estate involved. Most buyers want to invest in the business, and real estate usually doesn't make money for an operating company.

4. Sellers should be prepared to accept lower valuation multiples for lack of management depth, regional versus national distribution, and a reliance on just a few large customers.

5. If a buyer indicates that he or she will be submitting a Letter of Intent, or even a Term Sheet, the seller should inform them up-front what is to be included:

  • Price and terms
  • What assets and liabilities are to be assumed, if it is to be an asset purchase
  • Lease or purchase of any real estate involved
  • What contracts and warranties are to be assumed
  • Schedule for due diligence and closing
  • What employee contracts and/or severance agreements the buyer will be responsible for

6. Non-negotiable items should be pointed out early in the negotiations.

7. The sale of a company usually involves three inconsistent objectives: speed, confidentiality and value. Sellers should pick the two that are most important to them.

8. A PricewaterhouseCoopers survey of more than 300 privately held U.S. companies that were sold or transferred pointed out the most common things a company can do to improve the prospects of selling:

  • Improve profitability by cutting costs
  • Restructure debt
  • Limit owner's compensation
  • Fully fund company pension plan
  • Seek the advice of a consultant
  • Improve the management team
  • Upgrade computer systems
9. Sellers should determine up-front who has the legal authority to sell the business. This decision may lie with the board of directors, a majority stockholder, and a bank with a lien on the business, etc.

10. Partner with professionals. A professional intermediary can be worth his or her weight in gold.

© BusinessBrokeragePress 2003

A Seller's Checklist of Dos and Don'ts

  • Do have all of your business documentation ready. Everything starts with it.
  • Don't underestimate the value of your business. Owners of privately held businesses usually minimize profits to lower taxes. The financial statements may not reflect the real value of the business.
  • Don't overprice your business. The right buyer who is willing to pay the right price may not even want to consider your business because the price is way out of line.
  • Do offer as favorable terms as you can. Buyers, even good ones, want to leverage the sale as much as possible.
  • Don't use a "magic" formula to value your business. Your business is unique, different from every other business out there.
  • Don't wait too long to sell. The best time to sell is when business is good.
  • Don't wait until poor health or a downturn occurs - sell from strength!
  • Do allow at least six months to sell your business. The larger the business, the more time you should allow.
  • Do use a business broker. They can take the mystery out of determining the selling price, prepare a marketing plan of action to maximize the selling price, handle all of the details, and leave you to do what you do best -- continue to run your business.
©BusinessBrokeragePress 2003

Are You Ready To Exit?

If you've gone this far, then selling your business has aroused enough curiosity that you are taking the first step. You don't have to make a commitment at this point; you are just getting informed about what is necessary to successfully sell your business. This section should answer a lot of your questions and help you through the maze of the process itself.

Question 1
The first question almost every seller asks is: "What is my business worth?" Quite frankly, if we were selling our business that is the first thing we would want to know. However, we're going to put this very important issue off for a bit and cover some of the things you need to know before you get to that point. Before you ask that question you have to be ready to sell for what the market is willing to pay. If money is the only reason you want to sell, then you're not really ready to sell.

*Insider Tip:
It doesn't make any difference what you think your business is worth, or what you want for it. It also doesn't make any difference what your accountant, banker, attorney, or best friend thinks your business is worth. Only the marketplace can decide what its value is

Question 2
The second question you have to consider is: Do you really want to sell this business? If you're really serious and have a solid reason(s) why you want to sell, it will most likely happen. You can increase your chances of selling if you can answer yes to the second question: Do you have reasonable expectations? The yes answer to these two questions means you are serious about selling.

The First Steps
Okay, let's assume that you have decided to at least take the first few steps to actually selling your business. Before you even think about placing your business for sale there are some things you should do first.The first thing you have to do is to gather information about the business.

Here's a checklist of the items you should get together:
  • Three years' profit and loss statements
  • Federal Income tax returns for the business
  • List of fixtures and equipment
  • The lease and lease-related documents
  • A list of the loans against the business (amounts and payment schedule)
  • Copies of any equipment leases
  • A copy of the franchise agreement, if applicable
  • An approximate amount of the inventory on hand, if applicable
  • The names of any outside advisors
Notes:

If you're like many small business owners you'll have to search for some of these items. After you gather all of the above items, you should spend some time updating the information and filling in the blanks. You most likely have forgotten much of this information, so it's a good idea to really take a hard look at all of this. Have all of the above put in a neat, orderly format as if you were going to present it to a prospective purchaser. Everything starts with this information.

Make sure the financial statements of the business are current and as accurate as you can get them. If you're half way through the current year, make sure you have last year's figures, and tax returns, and also year-to-date figures. Make all of your financial statements presentable. It will pay in the long run to get outside professional help, if necessary, to put the statements in order. You want to present the business well "on paper". As you will see later, pricing a small business usually is based on cash flow. This includes the profit of the business, but also, the owner's salary and benefits, the depreciation, and other non-cash items. So don't panic because the bottom line isn't what you think it should be. By the time all of the appropriate figures are added to the bottom line, the cash flow may look pretty good.

Prospective buyers eventually want to review your financial figures. A Balance Sheet is not normally necessary unless the sale price of your business would be well over the $1 million figure. Buyers want to see income and expenses. They want to know if they can make the payments on the business (more on this later), and still make a living. Let's face it, if your business is not making a living wage for someone, it probably can't be sold. You may be able to find a buyer who is willing to take the risk, or an experienced industry professional who only looks for location, etc., and feels that he or she can increase business.

*Insider Tip
The big question is not really how much your business will sell for, but how much of it can you keep. The Federal Tax Laws do determine how much money you will actually be able to put in the bank. How your business is legally formed can be important in determining your tax status when selling your business. For example: Is your business a corporation, partnership or proprietorship? If you are incorporated, is the business a C corporation or a sub-chapter S corporation? There are some new tax rules, effective January 1, 2000, that impact certain businesses on seller financing. The point of all of this is that before you consider price or even selling your business it is important that you discuss the tax implications of a sale of your business with a tax advisor. You don't want to be in the middle of a transaction with a solid buyer and discover that the tax implications of the sale are going to net you much less than you had figured.

© BusinessBrokeragePress 2003


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