Selling Your Business – Timing Is Everything

An Original Article from

Knowing the right time to sell is key to getting the best return for your business. Here are five things to consider about your exit strategy.

One of the most critical decisions an entrepreneur makes is determining the best time to bring in outside investors or sell the business entirely. Similar to investing in stocks or playing a game of poker, you need to have a strategy in place to know when to cash in your chips and maximize payout. Getting the timing right is key to getting the highest return for the business you’ve worked so hard to build.

Here are five points to keep in mind as you evaluate your options.

1. Know Which Factors Impact Valuation

A business is an attractive acquisition target when it is growing and has a track record of success. Regardless of what has been invested in the business, its valuation is always changing based on market conditions and its competitive positioning. Ultimately, a company’s value is driven primarily by its relevance in the marketplace, operational strength, and ability to generate cash flow going forward. Specifically, factors that impact valuation include:

  • Profitability
  • Cash flow
  • Client / customer relationship quality
  • Growth opportunities
  • Potential synergies with strategic buyers
  • Competitive market positioning / sustainable competitive advantages
  • Balance of the management team and reliance on the owner
  • Macroeconomic factors, including availability of affordable debt

2. Set Defined Goals

Experts view business growth as a stepwise function in which each incremental capital investment allows for growth potential with a maximum limit. Weigh whether you have optimized the business performance given the resources (time and people) in place. Set specific targets that you’d like to hit (revenue, financing, enterprise value, etc.) so that as the business grows, you have concrete objectives to serve as an indicator that it may be time for an exit or potential next round of investment.

3. Know the Current Valuation

Communicate regularly with a trusted professional for perspective of the market transaction multiples, potential sale price, best practices for preparing financial statements for potential buyers, and the general market landscape of potential buyers.  Advisers can connect you with their network of potential buyers and help you gauge the appetite of public markets for your business.

4. Evaluate the Opportunity Cost

Many entrepreneurs feel inclined to retain their business given the potential for independently driving growth, the annual cash flow streams, and the sense of purpose from their greatest endeavor. However, if you’re planning to sell at some point and current exit conditions are favorable, it may be wise to forego this perceived security. Connect with your wealth adviser to project the expected returns if proceeds from the sale were invested across different asset classes. Evaluate the opportunity cost of keeping your wealth tied into the business, as the returns can be greater–or the risk of holding your investments in a concentrated portfolio is diminished–if the capital is invested in alternative ways.  Investments in fixed income and equity markets will likely free your time and enhance liquidity options in the face of market changes, mitigating idiosyncratic risk.

5. Find Capable Buyers

Many buyers require that the seller stay vested in the business post-transaction in the form of minority stake, options, or some form of advisory service to ensure an effective transition. Accordingly, seek a buyer equipped with the skills and resources to execute on their business plan so the value of any remaining stake is preserved.

Selling a business is both an art and a science, and this is particularly true in terms of valuation. There are many reasons a founder may want to retain ownership, including the optimism that a better bidder could be around the corner. Given that business valuations may fluctuate, it’s important to stay informed of current valuations to exit successfully.  Sometimes the greatest risk of all is not letting go at the right time.

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Associate Alicia Raisinghani contributed to this article.

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Pump Added Value Into Your Business

An Original Article from

As a small business owner, the best thing you can do for your business is to start building business value now.

Value is the driving force behind a successful small business exit/sale. By deliberately building and documenting real business value, sellers attract more prospects in the business-for-sale marketplace and ultimately receive higher sales prices for their companies.

But many small business owners don’t think about building business value until they are ready to put their companies on the market. Faced with an appraisal that falls below their expectations, sellers desperately search for ways to quickly boost value–and are usually disappointed. At that point, it’s too late to generate the kind of valuation they need to achieve their exit goals.

So regardless of whether you intend to sell your business later this year or many years down the road, the best thing to do is to get serious about strategically building your company’s real market value.

Building Business Value

Building business value doesn’t happen overnight–it’s a process that requires time, focus and a carefully orchestrated plan to increase the value of both tangible and intangible assets. As you prepare your value-building strategy, there are a few high priority actions that are worth considering.

1. Get Organized

Valuation battles can be won or lost based on documentation and organization. For example, from a buyer’s perspective a profitable business isn’t profitable unless the seller can document a track record of positive business earnings. In addition to outlining your company’s financial history, meticulously document the condition of business assets and create lists of liabilities, leases, and other tangible items that will be important to buyers. Creating an operations manual that helps a potential buyer understand the key elements of running the business will go a long way in building confidence in a buyer that they can successfully take over your business.

2. Grow Your Customer Base

One of the most effective ways to increase the value of your small business is to deepen and expand your customer base. If geographic expansion isn’t feasible right now, think about expanding your product line or leveraging online channels to reach new market segments. At the same time, make a concerted effort to strengthen and document customer loyalty using customer surveys, loyalty programs, or any other similar tactics that will effectively collect measurable feedback. When buyers come knocking someday, these actions should result in a higher offer price for your business.

3. Nurture Your Brand

Your company’s brand has real value in the business-for-sale marketplace, especially if you have taken steps to raise its profile in your market or industry. Consider new marketing efforts that can build your company’s value in both the short and longer term. If you haven’t promoted your brand online, now is the time to get started. Today’s buyers are very interested in companies that have an Internet presence that includes a well-trafficked and highly effective business website.

4. Cultivate a Workforce Development Plan

For a new owner, the quality of your company’s existing workforce will be a determining factor in post-transition success, and therefore how much they might pay for your business. Since buyers want assurances that the workers they inherit are capable and motivated, it’s important to create and document a robust employee development program with retention rates that meet or exceed industry averages. Take actions to ensure your most valuable employees will stick with the business through salary reviews, profit-sharing, or other incentive plans.

5. Improve Your Physical Assets

A new coat of paint can go a long way toward impressing prospective buyers. But to generate real business value, think about making meaningful improvements to your facilities, equipment, and other physical assets. After you clean up any deferred maintenance issues, consider expanding your facilities or upgrading to the latest technologies to significantly improve your company’s appraised value. Companies that are prepared to compete successfully for years into the future will have significantly higher value to potential buyers than one’s that are behind the times.

Building business value isn’t complicated. As a small business owner, you know your company’s strengths and weaknesses and can probably list several strategies that would make your business more valuable to potential buyers. All that’s left to do now is convert those strategies to action items. Make 2013 the year you begin to substantially increase your company’s real market value.

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Tools on Exit Strategies

An Original Article from

Breach of Contract Complaint for Negligence Form

The Breach of Contract Complaint for Negligence Form is used by individuals or entities to notify a party that, due to a negligent breach by the other party, you will no longer be bound by contract, and they may owe you damages. This form is used by any party in a contract where the other party has breached by not paying, not performing, or any other negligent action. This form is customizable to your company’s specific usage.  View tool

Business Continuity Plan

The Business Continuity Plan form is used by companies to detail how business will continue if a disaster or emergency occurs. The Business Continuity Plan provides a comprehensive template for documenting all business operational functions by department, company, employee, and vendor information, inventory, emergency procedures, post-disaster plan, etc. This form should be completed and distributed to all company employees to prepare for disasters as soon as possible.  View tool

Business Continuity Plan Template

The Business Continuity Plan Template is used by companies to detail how business will continue if a disaster or emergency occurs. The Business Continuity Plan template provides a comprehensive outline for documenting all business operational functions by department, company, employee, and vendor information, inventory, emergency procedures, post-disaster plan, etc. This form should be completed and distributed to all company employees to prepare for disasters as soon as possible.  View tool

Business Valuation Model for Free Cash Flow

The Business Valuation Model is used by companies to predict revenue growth, profits, and expenditures based on the past information the company has on record. The Business Valuation Model provides a way to track company cash flow for potential investors, clients, or shareholders that need to evaluate efficiency, profitability, and overall success. This model is used when making a quarterly, semiannual, or annual report of a businesses success. The report is then used in presentations to clients, partners, or investors.  View tool

Change of Control Agreement

The Change of Control Agreement is used to secure rights to compensation for an employee in exchange for their continued employment when a company changes ownership. The Change of Control Agreement provides a contingency plan in case the company changes ownership resulting in the employee being laid off without cause or quitting following this change of control. When this happens the agreement ensures that the employer will pay out a severance package of some kind to the employee.  View tool

Depreciation Calculator Spreadsheet

The Depreciation Calculator Spreadsheet is used by companies for depreciation calculations. The Depreciation Calculator Spreadsheet contains depreciation formulas embedded to help companies evaluate depreciation expenses more efficiently. This form is customizable to fit a company’s specific usage.  View tool

Depreciation Expense Spreadsheet

The Depreciation Expense Spreadsheet is used by companies for a comprehensive evaluation of depreciation expenses. The Depreciation Expense Spreadsheet provides depreciation formulas embedded to help companies evaluate a company’s depreciation expenses. This form is customizable to fit a company’s specific usage.  View tool

Depreciation Worksheet Example

The Depreciation Worksheet Example is a template used by companies for creating a worksheet to evaluate depreciation expenses. The Depreciation Worksheet Example organizes and outlines a company’s depreciation expenses and is customizable for a company’s specific usage.  View tool

Partnership Dissolution Agreement

The Partnership Dissolution Agreement is an agreement between partners of a venture whereby parties have agreed to the dissolution of the partnership. The Partnership Dissolution Agreement agreement sets out the procedure of liquidation, how debts and liabilities of the partnership are assumed and how the proceeds from liquidation are divided amongst the partners. This agreement is customizable to fit a company’s specific usage.  View tool

Project Transition Plan Template

The Project Transition Plan Template is used by project leaders and organizations as a detailed guide for creating a Project Transition Plan. The Project Transition Plan Template includes sections dedicated to: the project overview, system support resources, budgeting, and more. This template is downloadable and customizable to your specific needs.  View tool

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Demystifying Small Business Valuation

An Original Article from

A successful small business sale begins with a solid grasp of business valuation. Here’s what you need to know to set your company at the right price.

Valuation can make or break a business sale because for many sellers, attaching a dollar value to their company is a touchy subject–especially if they have spent years building it from a fledgling start-up to a profitable enterprise. Left unchecked, the valuation process can quickly devolve into a pricing routine that is rooted in personal attachments and other subjective inputs rather than solid data based on marketplace realities.

Let’s be clear: the actual value of your business is the amount someone is willing to pay for it in the business-for-sale marketplace. Period. Personal feelings about your company’s worth are far less important than sound valuation methodology, accurate documentation, seller financing and other factors that could potentially influence value.

Common Valuation Methods

One of the reasons business valuation is such a complicated issue is because there are many acceptable valuation methods. Rather than using a “one-size-fits-all” valuation approach, sellers need to decide which method is right for their business based on industry, size and the circumstances of the sale.

An asset-based valuation is a straightforward method in which the value of the business is determined by the total value of the company’s tangible and intangible assets. The challenge with this method is that asset-based valuations can over-simplify the process and neglect the value of the company’s earnings potential. That is why asset-based valuation is a common method for the sale of defunct businesses and liquidations, but not as common for thriving companies.

The earnings multiplier method is often the best way to assign value to a healthy business that will be listed on the open marketplace. By basing price or value on some multiple of the business’s earnings potential, prospective buyers gain the ability to translate the purchase into earnings and an informed return on investment (ROI) estimate.  This also provides a more tangible and simpler basis by which to compare different businesses in different industries or locations.

However, even the earnings multiplier valuation method presents challenges. Although earnings data is based on the business’s historical financial performance, the calculation requires earnings to be precisely defined and agreed upon by both parties. Likewise, you will need to select the right multiplier to apply to defined earnings. There can be a large variance in multipliers (e.g. 1, 3, 5, 10 or more) since the valuation reflects business risk and industry standards. With that being said, a simple way to get to a proper multiple is to work with a business broker who can share recently sold business comparables (commonly known as “comps”), so that you can see what multiples businesses in your industry and location have historically or recently sold for. Prior to working with a broker, you can visit business for sale websites like or to see what prices and multiples of cash flow or revenue current businesses are listed for and have sold for.

How to Improve Business Value

Business brokers and valuation experts often find that sellers are surprised to discover that the valuation process yields a lower-than-expected asking price for their business. The good news is that if you are not happy with your business’ estimated value, there are steps you can take to increase it prior to a sale. It is important to start immediately however, as you need to start planning months or years in advance to implement the kinds of changes that substantially improve the value of your company.

From a buyer’s perspective, proven profitability and future earnings potential are the most attractive qualities in a potential business acquisition. By documenting a multi-year track record of profits and positive cash flow, you can drive up the value of your company–substantially, if you choose to use the earnings multiplier valuation method.

But it’s also important to strategically position your business for future earnings, identifying advantages your business either has or will have in the general marketplace. In some instances, the future prospects of the sector itself can be a factor in driving up business value.

Another strategy for improving business value is basic organization. Carefully maintained financial records, documented employee policies, a neat and clean facility–it all counts when it comes to the amount buyers are willing to pay for your business. Simplicity has value, and the easier it is for buyers to understand your business and envision themselves at the helm, the more likely it is that your business will sell for its full value.

Seller financing also plays a role in improving the value of your business. Although financing part of the sale is not an option for every seller, buyers are willing to pay more for businesses that include some level of seller financing, particularly in tight credit markets. In fact, in today’s tough lending environment, we have seen seller financing become an essential tool to completing transactions. Business owners who use their network and business-for-sale website listings to advertise their willingness to finance part of the deal should expect a significant uptick in the number of offers.

Finally, most sellers ultimately realize that they need to enlist the assistance of a qualified business appraiser or broker to accurately value their companies. A good appraiser or broker, with a proven track record in your industry, can significantly shorten the sale process by ensuring that your business is priced to move in the current market.

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Building a Small Business You Can Sell

An Original Article from

Here’s how to build a small business you can sell–even if your exit is still years away.

Sometimes I encounter entrepreneurs who think that a successful business sale boils down to luck–simply running into the right buyer at the right time. Although identifying the right buyer is definitely an important part of the process, veteran entrepreneurs know that there is nothing random about a profitable small business sale.

In my experience as general manager of one of the world’s most heavily trafficked business-for-sale marketplaces, the most successful business sales combine ample amounts of strategy, planning and hard work (and sometimes, even a little luck). In fact, the businesses that sell most quickly and for the highest amounts are the product of a long-term effort by the owner to build up the value of their business, eventually making it much more attractive to potential buyers.

How to Build a Saleable Small Business

There are a variety of characteristics that buyers look for in a small business acquisition. From a seller’s perspective, a handful of achievable features yield the best results when the business is eventually listed for sale.

1. Recurring Revenue

Recurring revenue streams are attractive to buyers, for obvious reasons. If the buyer can count on a monthly or annual revenue stream from each customer (e.g. a storage rental unit business), it becomes easier to budget monthly income. Consistent revenue streams themselves justify paying a higher price for the business. As much as possible, explore ways that you might be able to build recurring revenue streams into your business model.

2. Consistent Profitability

In addition to recurring revenue streams, buyers value bottom line profitability. Although profit is always a business goal, it’s important to establish a track record of consistent profitability in the years leading up to a sale. Consistency is important because small business owners live off of the proceeds or profits of their business, so intermittent lean years can really cramp an owner’s lifestyle and budget. It can also be helpful to demonstrate the business’s untapped potential by developing a growth strategy or securing competitive advantages in your industry.

3. Branding

Having a “brand” behind your business means that it is differentiated from other similar businesses, and that customers will pay more for your products or services than for similar products or services from competitors. A brand is an asset that can add significant value to your company in the business-for-sale marketplace. The caveat is that strong brands don’t appear overnight–it can take years to develop a strong and established brand. But if your brand dominates your target market it is an investment that will pay off in both the speed and final price of your business sale.

4. Physical Assets

Some entrepreneurs prefer to minimize the amount of physical assets owned by the business, leasing (rather than buying) capital equipment, real estate and other resources. But to build a business you can sell, it’s essential to maintain a portfolio of assets. Assets improve a buyer’s ability to secure financing because they reduce risk by providing security in the form of collateral.

5. Recordkeeping

Accurate recordkeeping is an important trait in highly marketable small businesses. Financial statements, asset inventories and other records need to be thoroughly compiled and updated. If buyers suspect that your records don’t accurately reflect the business, it can lead to a breach of trust that can jeopardize the sale process. Meticulous records, on the other hand, can influence valuation and drive up asking prices.

Other features like a carefully crafted transition strategy or the ability to provide seller financing can also improve the salability of your business. The bottom line is that the process of building a business you can sell isn’t overly complicated–it just takes planning, consistency and a little extra effort.

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Put a Price on Anything – 5 Tips

An Original Article from

Who’d put a price tag on the White House? Truth is, you can figure out a fair market value of just about anything. Try it with these tips.

Earlier this week the real estate website had some fun trying to set a smart listing price for the White House. To do so it recruited a luxury homes expert who proposed $110 million, and then said he’d expect a sale price somewhere between $75 million and $80 million.

The thing is, that’s ridiculously low. Earlier this year a Russian billionaire dropped more on a penthouse apartment in Manhattan. Granted, real estate prices are higher in New York than Washington, D.C.—but c’mon!

There’s a key lesson here for entrepreneurs. Figuring out valuation is tough. We ask ourselves over and over: “What are our products and services worth to customers?” And maybe someday, if we do well, “What is my business worth to a prospective buyer?”

I’ve been working on a writing project with Ken Marlin, managing partner of Marlin & Associates, a boutique financial and strategic advisory firm. With this White House story in mind, I asked him to talk about how to put a smart price tag on just about anything—especially when there is no active market shaking things out for you.

Here’s the five-point, back-of-the-envelope plan he came up with.

1. Understand precisely what’s special about the asset.

Movoto’s expert estimated the listing price based on the White House’s size and location, but of course that has almost nothing to do with why someone might theoretically want to buy it. They’d do so for the history and the symbolism. (Wouldn’t you love to be a fly on the wall as a listing real estate agent walked through the White House, suggesting that it be staged a bit differently, or that that facade would be more striking if it were painted a nice robin’s egg blue.)

“You’ve got to know what’s really cool about the property, or about the business,” Marlin said. “And, that’s what you have to make sure you highlight and communicate to potential buyers.”

2. Understand the range of potential buyers.

The flipside of this is that you have to figure out how the asset—whether it’s real estate or a business—would fit into a potential buyer’s portfolio.

If you’re selling a business, for example, you might find that potential buyers might want to acquire you for purely financial reasons. Others might want to acquire you strategically as part of a plan to continue building their businesses.

As for the White House, Marlin said, think about who might line up to bid on it.

“You’d have hugely wealthy Russian oligarchs. Donald Trump would want it as condos with a golf course on the South Lawn,” he said.

3. Create a market of those potential buyers.

Valuations are always tough when there is no functioning market, and thus no comparable sales to point to. So a smart entrepreneur, whether he’s trying to sell a company or a piece of iconic real estate, tries to create one.

Often, that means staging an auction. You don’t need hundreds of potential buyers: just two, although having more is better.

“When we advise sellers, we tell them you want an auction. When we advise buyers, we say you want to avoid an auction,” Marlin said.

4. Be trustworthy, and create bidding comfort for buyers.

Whoever buys the asset—whether it’s the White House, a product you’re selling, or your business—wants to pay as little as possible, of course. But there’s a second factor that a potential buyer considers in coming up with a bid: He or she doesn’t ever want to look like an idiot.

So your job as a seller is to give them a good-faith basis for your asking price or listing strategy. And, you need to negotiate in such a way that the potential buyer understands you could legitimately walk away.

“Nobody wants to look stupid,” Marlin said. “So, if you’re asking them to pay twice as much as the guy down the street, you need to give them a reasonable basis for that.”

5. Remember: You’re trying to sell the future.

Here’s where the strategy diverges a bit between selling something like the White House and selling a business. With the White House, a buyer would mostly be buying the past.

But while business buyers need to understand your asset’s history, they’re only interested because they need to understand the future.

“That’s what they’re buying—the future. And a buyer always has a fear that you know something they don’t–that you’re selling at the top of the market,” Marlin said. “They don’t care about the past. From a business perspective, from a corporate perspective, you have to help a prospective buyer see the future the way you see it.”

The bottom line, Marlin told me, is that putting a price tag on just about any asset is, well, about much more than just the bottom line. So you’ll do yourself a service by thinking long and hard about the people involved in the transaction.

“Valuation and negotiation are as much about the human element as they are about math,” Marlin said. “Probably more about the human dimensions. You can’t just apply the math and say, ‘My competitor sold for 12 times EBITDA, so multiply my EBITDA by 12.’ It just doesn’t work that way.”

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Do You Know What Your Business Is Worth? You Should

An Original Article from

At 53, Joe Ritz is old enough to remember a time when many of the classic cars that now pull into his specialized repair shop were new. “It’s one field where it pays to be a senior citizen,” he said.

Based in Tempe, Ariz., near the site of the Barrett-Jackson car auctions and a hotbed of the collectible car scene, Mr. Ritz may know all there is to know about American muscle cars and multicarburetor European exotics.

What he did not know when he first tried to buy his own repair shop several years ago was how difficult it would be to pin down shop owners on the actual value of their businesses.

Few owners seemed even to know how to make a good guess. “One guy I talked to about selling said the business had to be worth $1 million, because that’s what he needed to retire on,” Mr. Ritz said. “Another was like, ‘Well, let me see, my alimony is $4,500 a month. … ’ It was ridiculous. I finally just gave up and decided to start my own shop.”

Today, that shop, the Sports and Collector Car Center, has four mechanics working on roughly 20 cars a month, and Mr. Ritz can tell you exactly what he thinks the business is worth. All he has to do is check the latest figure on a cloud-based computer program that synchronizes with his regular accounting software to give him a real-time estimate.

Every time another ’57 Morgan wheels into his lot, every time he orders new parts, every time a similar garage is sold across town, a new value flashes on Mr. Ritz’s computer screen and a bar chart notches the progress toward his five-year goal. “We’re not for sale,” he said, “but now, at least, I’m not guessing anymore what my biggest asset is worth.”

Based on anecdotal evidence from professionals in the mergers and acquisitions industry, Mr. Ritz seems to be in the minority. With the day-to-day demands of running their businesses, most owners put off getting a valuation until a sale is imminent. But some are starting to treat the act of valuing their business as an integral part of running it. “Everyone likes to think they’re building something that they can sell someday, but unless you focus on it, you don’t know if you really are,” said Chris Myers, the 27-year-old chief executive of BodeTree, a start-up that created the software used by the Sports and Collector Car Center.

The BodeTree valuation service, one application in a financial analysis platform that costs about $50 a month (or $500 a year), has attracted 4,000 subscribers since its introduction last April, and bills itself as “the finance tool for people who hate finance.” There are other online valuation calculators, including BizEquity and uValue, an iPhone app developed by Aswath Damodaran, a valuations expert at the Stern School of Business at New York University.

“I can’t speak for all the online tools, but I tried a couple of them and they didn’t come up with the same figure I did on a company I was valuing,” said Barbara Taylor, co-founder of Synergy Business Services, a business brokerage firm in Rogers, Ark., and a former contributor to The New York Times’s You’re the Boss blog. “I think there’s something to be said for having a real person trained at valuations come in and get to know your business before running the numbers. There’s an art to doing a valuation.”

Business brokers, who routinely run valuations as part of marketing a company for sale, are another option. While their reports are not as detailed as the certified appraisals required by some buyers and in some legal proceedings, they tend to be more detailed than the reports from online services — and, at $900 to $1,500, they cost a fraction of what a certified appraiser at a large public accounting firm will usually charge. In some industries, hands-on valuations at discounted rates may also be available from trade associations and industry-specific consulting firms.

But before engaging outside experts, virtual or nonvirtual, it helps to have at least a basic understanding of the valuation process. Here is what you need to know:

THREE APPROACHES There are essentially three methods for calculating the value of a business. The asset approach, typically used in distressed situations for the sale of defunct businesses, determines a company’s value by adding up its tangible and intangible assets.

The market approach, probably the most common way to value a healthy business, produces a valuation based on a multiple of the company’s past earnings — usually the last 12 months of Ebitda (earnings before interest, taxes, depreciation and amortization). If you found that the last 12 months of Ebitda totaled $1 million and you chose a multiple of, say, five, you would get a valuation of $5 million.

The third approach, the income method, is forward-looking, relying on the present value of expected cash flow. More common in high-growth sectors like technology, this method tends to paint the fullest picture of a company’s potential, but prospective buyers may view it skeptically. That is why some services, like BodeTree, prefer a blended approach.

PICKING A MULTIPLE While multiples can vary widely, most have fallen since the financial crisis. Part of a valuation expert’s job is to analyze the “comps,” or the multiple of earnings at which comparable businesses have been selling, to choose the appropriate multiple for your business. You can also visit business-for-sale Web sites like BizBuySell to get an idea for yourself.

CONSIDER YOUR BUYER Another factor that figures heavily in the size of the multiple is the type of buyer you think might want to acquire your business. Strategic buyers — those with a vision for how to improve your business’s operations, possibly by combining it with the buyer’s operations — tend to pay more than financial buyers, like private equity funds, which focus on maximizing their returns when they eventually exit the business.

LITTLE THINGS ADD UP One of the first things prospective buyers (and valuation experts) look at is the strength of your management team. If the depth chart does not instill confidence, the multiple will suffer. In addition, starting at least a year before any sale, you may want to revisit the mix of personal expenses — car payments, children’s college tuition bills, season tickets to sporting events and the like — that you have been running through the business. While you may be getting back 30 to 40 cents after taxes for every dollar expensed now, every dollar you deduct could take $3, $4 or $5 off the sale price, depending on the multiple.

OPTIMIZE, OPTIMIZE, OPTIMIZE One reason to use valuation as a planning tool is that it can help you isolate variables that can drive your valuation higher. The BodeTree program, for example, has sliding meters that allow you to adjust your company’s ranking on important metrics within your competitive set and see the impact on your valuation.

Soon after signing up for BodeTree, Mr. Ritz noticed that his invoicing policy — he typically gave customers up to 60 days to pay — placed him near the bottom of the pack in accounts receivable. So he began asking customers to pay on delivery. His customers did not seem to mind, and cash flow improved. That allowed him to hire a fourth mechanic, which helped his revenue.

One morning last August, Mr. Ritz saw a new valuation figure flash on his screen: $1.15 million, up 15 percent from the valuation six months before. “I have to admit,” he said, “that was pretty cool.”

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Liquidating Assets

An Original Article from Small Business Administration (

If you have decided to get out of business and are not able to pass your business on, merge it with another business, or sell it as a going concern, liquidating the assets could be the most appropriate exit strategy. However, before you terminate your lease, sell a key piece of equipment, or disconnect your utilities, make sure you have a well thought-out plan. If you determine that liquidating your assets is your best course of action, follow these key steps.

  1. Talk to your lawyer & accountant

    The information on this site is intended to provide you with a general overview of the liquidation process. It is not a substitute for case specific advice that only your lawyer and accountant can provide.

    Also remember that you will need the cooperation of your creditors. Once you have developed a plan, present it to them and get their permission before you act. As long as you are candid and have a formidable plan, they will most likely go along with it.

    For more information related to liquidation planning, you should review the FTC’s Internet Auction Guide. This document by the Federal Trade Commission (FTC) explains how Internet auctions work, and is essential reading if you’re considering this course of action. To help you find a professional auctioneer in your area to conduct your sale, go to the National Auctioneers’ Association.

  2. Scrutinize your assets: inventory, assess, & prepare each item for sale

    Begin by preparing a current inventory of your business assets. Try to include photographs, serial numbers, and a brief description of the condition of each item. Your inventory will save you considerable time and expense as you move through the sale process and will be invaluable if you are later asked to explain the sale to your creditors or the Internal Revenue Service (IRS).

    Next, start preparing your assets for sale. Don’t risk diminishing the appeal of your marketable items by keeping outdated or worn-out equipment, furniture or inventory. Their primary value is in the form of a tax deduction, so why not donate them to an appropriate charity?

    If necessary, wash, paint, or repair the items you intend to sell. Make sure your business premises are neat and clean if the sale will be held there.

    Be able to demonstrate your equipment. Have the warranties and repair records available for inspection.

    Don’t scare buyers away. If hazardous waste products, such as used chemicals and batteries, are stored on your business premises, contact your local Department of Ecology for a list of companies that purchase these items. If they can’t be sold, dispose of them properly.

    If you have items that are leased with an option to purchase, don’t just turn them back in. Find out how much is owed. You might be able to pay off an item, such as a forklift, for a few hundred dollars and sell it for a few thousand.

    If you have attractive items on consignment or with high residual lease balances, you might want to ask the owners to include their items in your sale. It will save them the hassle and expense of moving them, and you will have someone to share the costs of the sale with. Their big-ticket items may even help you attract more buyers.

    If your business premises are leased and you have trade fixtures or other items attached to the real estate, make sure they are worth more than the cost of repairing the damage done by removing them. Inquire about your landlord’s plans for the premises. The new tenant or your landlord may be interested in buying your items or including the items in your sale.

    Finally, don’t overlook your intangible assets. For example, is your lease assignable? Are the business licenses, permits, patents, or trademarks that you hold in demand? Can they be transferred? Is there a market for your customer list, contract rights, or accounts? You may wish to check with your attorney or accountant.

  3. Secure your merchandise

    If your customers or employees will be disgruntled when they learn that your business is closing, consider collecting the keys, changing the locks, or hiring a security guard. You won’t be able to recover any of your investment if the items you’ve invested in are no longer around.

  4. Establish the liquidation value of your assets

    Liquidation value refers to the amount you can expect to recover in a forced sale situation. Generally, this amount is at least 20 percent less than retail value. To establish the liquidation value of your assets, work with a qualified appraiser. Obtain a written liquidation value appraisal before you entertain any offers.

    Study the appraisal well before you make any significant decisions concerning your sale.

  5. Make certain that a sale is worthwhile

    Once you have your liquidation value appraisal, estimate your net sale proceeds. Remember to deduct all of the costs of the sale. These include items such as commissions, advertising expenses, moving and storage costs, labor expenses, credit card discounts, rent and utilities. Also deduct amounts that are secured by liens on your assets such as rent, delinquent personal property taxes, and loans owed to secured creditors.

    If a liquidation sale doesn’t look worthwhile after you’ve done your calculations, talk to your attorney. There may be more appropriate exit strategies for you to pursue.

  6. Choose the best type of sale for your merchandise

    If a liquidation sale looks worthwhile, the next step is to decide what type of sale to hold. One, or a combination of several, of the following types of sales may be appropriate.

    Negotiated sales in a distress situation are desirable but uncommon. Logical buyers include your competitors, customers, suppliers and landlord. For example, if you own a restaurant, your landlord may be interested in purchasing your equipment so that the premises can be rented to a new operator at a higher rate.

    Consignment sales are appropriate when time is not of the essence, your assets are easily movable, and there is a local dealer specializing in the type of items you want to sell. If you choose a consignment sale, you will need to turn your assets over to the dealer, who will sell them and pay you an agreed-upon amount following the sale.

    Internet sales are rapidly growing in popularity and importance. Before deciding whether to sell online, familiarize yourself with the rules and your legal obligations as a seller by reading the FTC’s Internet Auction Guide. You may also want to consult a traditional auction company, since many are now able to accommodate simultaneous in-person and online bidding.

    Sealed bid sales are appropriate when confidentiality is important. All the bids are submitted in sealed envelopes that are opened at the same predetermined time and place.

    Retail sales, also known as Going-Out-of-Business Sales, are appropriate for consumer items like small appliances, gifts and gadgets. They are also a good way to sell shoes and clothing, since people don’t like to buy these items unless they can try them on first.

    A retail sale followed by an auction works particularly well for some businesses. For example, if you are trying to close a grocery store, you can start with a retail sale to dispose of the food, and follow it up with an auction to dispose of the shelving, freezers, cash registers, shopping carts and other miscellaneous items.

    To protect consumers from unscrupulous retailers who falsely claim to be going out of business week after week and year after year, many states now regulate Going-Out-of-Business Sales. If you want to conduct such a sale, be sure to research the law in your area.

    Public auctions are appropriate for most business assets. Typically, your property is sold item by item to the highest bidder. You may, however, also be able to take advantage of the aggregate bid process, which can result in a considerably higher sales price. This works particularly well if your landlord is willing to prequalify the bidders as tenants. For example, suppose you want to sell a laundromat. Each washer and dryer can be auctioned separately, the individual bid prices totaled, and the bidding reopened on all of the items for an amount that is higher than the aggregate amount of the individual bid prices.

    The aggregate bidding process also works on a smaller scale. For example, a bulldozer can be auctioned separately from its ripper. The bids can then be totaled and the machine and its attachment offered as a package subject to a minimum bid higher than the aggregate amount of the individual bid prices.

  7. Select the best time for your sale

    Begin with the season, then select the best day and time to hold your sale.The season should be appropriate for the type of merchandise you want to sell. Snow-blowing equipment, for example, will sell better in December than it will in July.

    The day of the week and time should be convenient for the customers you’re hoping to attract. For example, few contractors will leave a job site in the middle of the day during their workweek to attend a liquidation sale, but if you schedule it for a Saturday morning, they’ll be there. Similarly, hair salons and restaurants are typically open on Saturdays, but closed on Mondays. Make it easy for the owners of these businesses to attend your sale by scheduling it on a Monday.

    Of course, you also need to take your marketing plans into account. Find out when the trade journals you want to advertise in are published and how much lead time they’ll need to include your ad.

  8. Arrange to hold your sale at the most appropriate location

    The location of your sale can have a significant impact on your net proceeds. Choose it carefully, based on what you’re trying to sell. While construction equipment, cars, trucks, snowmobiles, and lawnmowers can be moved and sold just about anywhere, other items should be sold in place. Restaurant equipment, for example, can drop as much as 50 percent in value if moved.

    As a general rule, it is best to hold your sale on your business premises. From a marketing perspective, most items look best in the surroundings where they are used. Some, such as you’d find in a machine shop or a sawmill, have special voltage requirements. Your business site is wired to accommodate them; most storage warehouses aren’t. Keep in mind that prospective buyers are unlikely to buy equipment they can’t test unless they get a large discount, and moving and storage costs will reduce your net recovery.

    Sometimes, a poor landlord-tenant relationship can prevent a business owner from obtaining permission to hold an on-site sale. If you find yourself in this situation, don’t give up. Your auctioneer or attorney may be able to obtain your landlord’s cooperation.

    Finally, in exceptional circumstances, the best place for your sale may be somewhere other than where your assets are located. This is particularly true when they are impractical or impossible to move, such as a cruise ship or a mountaintop resort, and interest in purchasing them extends to other areas of the country. In these cases, you may be able to recover more by selling them in absentia. For example, a fish cannery located on a small island in the Aleutians could be sold in Seattle by utilizing a video presentation. Bids could be taken in person in Seattle, at the cannery, over the telephone, and via the Internet.

  9. Hire an expert to conduct your sale

    The right expert can ensure that you get the highest possible dollar return. To choose the right expert, analyze your assets. Then, determine who–an auctioneer, a dealer, a broker, etc.–has expertise in each category of assets you want to sell. If you are not sure where to start, ask your banker, lawyer, and business associates for recommendations.

  10. Use a non-recourse bill of sale

    The professionals you’ve hired should take care of the paperwork required to transfer title to your assets. Nevertheless, double-check to make certain that each bill of sale states that the item was sold “As is, Where is.” You are probably looking forward to retirement or starting a new business. Why risk entanglement in long, drawn-out disputes over implied warranties of merchantability or fitness?

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Selling Your Business

An Original Article from Small Business Administration (

If you decide that selling your business is the right exit strategy for you, be sure that you cover all your bases. In order to sell your business officially, you will need to prepare a sales agreement. This is the key document in buying the business assets or stock of a corporation. It is important to make sure the agreement is accurate and contains all the terms of the purchase. It would be a good idea to have an attorney review this document. It is in this agreement that you should define everything that you intend to purchase of the business, assets, customer lists, intellectual property and goodwill.

The following is a checklist of items that should be addressed in the agreement:

  • Names of seller, buyer, and business
  • Background information
  • Assets being sold
  • Purchase price and Allocation of Assets
  • Covenant Not to Compete
  • Any adjustments to be made
  • The Terms of the Agreement and payment terms
  • List of inventory included in the sale
  • Any representation and warranties of the seller and buyer
  • Determination as to the access to any business information
  • Determination as to the running of the business prior to closing
  • Contingencies
  • Fees, including brokers fees
  • Date of closing

For additional guidance and to view a sample sales agreement, visit Agreement to Sell a Business.

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Plan Your Exit

An Original Article from Small Business Administration (

Do you know how you are going to exit your business? You may have a dream of going public, selling to the highest bidder, or retiring and handing over your business legacy to your family.

Big dreams aside, the truth is that many small business owners have no exit strategy for their businesses in the event of their disability, retirement, or death. Given the current economy, it isn’t surprising small business owners focus their energies on business survival, future growth, and even remaining active in business after retirement. However, a business exit strategy not only means having a plan for the unexpected – including financial hardship, injury, disability and even death – it also means having a plan for the succession or transfer of ownership of your business when it comes time to hang up your hat and retire.

Here are a few things to consider as you plan your business exit strategy:

Develop a Succession Plan

There is no “one plan fits all” when it comes to developing a succession plan for your business. But following SCORE’s recommended five steps to succession planning (including choosing and training a successor) can help provide some practical direction and deliver the peace of mind that comes from knowing that your life’s achievement is in good hands. You can also read more from the SBA about succession planning for family-owned businesses here.

Invest in a Retirement Plan and Insure your Worth

As with career employees, you will want to ensure that you invest in a retirement plan, life insurance and even personal disability insurance – all of which will protect you and your family when it’s time, forcibly or not, to step away from your business.

It’s relatively easy to address retirement planning, because we all hope to get there and, more importantly, want to enjoy it. But life and disability insurance are equally important for the small business owners, because they protect you and your family, should the worst happen. Here are some tips for finding the right plans for you and your business:

  • Finding the Right Retirement Plan – If you are a sole proprietor then you may want to talk to your bank about a setting up an IRA or other retirement solution. If you have employees, on the other hand, setting up a small business retirement plan for both you and your employees needn’t be that difficult – and also offers a nice tax deduction.
  • Disability and Life Insurance Options – While some states require employers to provide partial wage replacement insurance coverage to their eligible employees for non-work related sickness or injury, most businesses opt to provide both disability and life insurance as part of an overall compensation or benefits plan.

The Process of Exiting Your Business

Whether you are selling your business, transferring ownership, seeking retirement, or facing a “forced-exit” such as bankruptcy or liquidation – planning your exit is a big undertaking that has implications on employees, your business structure, its assets, and your tax obligation. Before you embark on your exit strategy, be sure to engage your lawyer and even a business evaluation expert.  That way, you will be sure that you have explored all the options available to you.

If you have more specific questions about exiting your business, be sure to check out the IRS’ guide to closing a business.

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