Selling A Business Tutorial
Is it time to sell your business? You have devoted your time, money, and energy into building, running, and operating your business. It may well represent your life's work. If you have already decided that now is the right time to sell your business, you want the very best professional guidance you can get. This is when working in tandem with a professional business broker can make the difference in selling your business for the very best price and terms!
Following are some of the most common topics and questions frequently brought up by sellers. If you have any questions that we have not covered, please don't hesitate to contact us.
For Business Sellers
If you've gone this far, then selling your business has aroused enough curiosity that you are taking the first step. This section should answer some questions and help you through the maze of the process itself.
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 your business for what the market is willing to pay. If money is the only reason you want to sell your business, then you may not be a motivated seller.
You may have an idea of what you think your business is worth, or what you want for it. You may have also gotten idea from your accountant, banker, attorney, or best friend about what your business is worth, however only the marketplace can decide what the value of your business is.
The second question you have to consider is: "Do you really want to sell your business?" If you're really serious and have a solid reason (or reasons) why you want to sell your business, it will most likely happen. You can increase your chances of selling your business if you can answer yes to the second part of this question: "Do you have reasonable expectations?" A yes answer to these two questions means you are serious about selling your business.
The First Steps
Okay, let's assume that you have decided to at least take the first few steps to actually selling your business. There are a number of items below which are helpful in selling your business.
Here's a checklist of some important items:
• Three years' profit and loss statements
• Federal Income Tax returns for the business
• List of fixtures and equipment
• An approximate amount of the inventory on hand, if applicable
If you're like many small business owners, you'll have to search for some of these items. After you gather some of the 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 for sale 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 opportunity 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, as well as 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 will 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 for sale (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.
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 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 also tax rules 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.
Who are the Buyers?
The buyer may be a private equity company or another company looking to expand through an acquisition. The buyer might also be an individual buyer. We will market to a variety of different types of buyers and try to find the most qualified buyers to buy a particular business. Buyers buy businesses for many of the same reasons that sellers sell businesses. Here are just a few of the reasons that buyers buy businesses:
• Laid-off, fired, being transferred (or about to be any of these)
• A Company looking to expand their current business through an acquisition
• A company that is interested in buying a business that will be complementary to their current business.
• Individual that took Early retirement (forced or not)
• Private Equity Group that wants to make a profitable investment
What Buyers Want
This may be a bit premature if you not have decided to sell, but it may help in your decision-making process to understand not only who the buyer is, but also what he or she will want to know in order to buy your business. Here are some questions that you might be asked - and, should be prepared to answer:
• How much money is required to buy the business?
• What is the annual increase in sales?
• What is the debt?
• Will the seller train and stay on for awhile?
• What makes the business different/special/unique?
• What further defines the product or service? Bid work? Repeat business?
• What can be done to grow the business?
• What can the buyer do to add value?
• What is the profit picture in bad times as well as good?
Buyers Want Cash Flow
The first thing to keep in mind is that the vast majority of business buyers want to buy cash flow. Sit down with your accountant or bookkeeper and begin to get your financial statements in order, with cash flow the order of business. Cash flow is not the same thing as profit. Most buyers look at the profit and loss statement or tax return, as well as owner or family compensation.They will consider any excess compensation to employees and family. Buyers will also look at large, one-time expenses such as a new computer system or remodeling. They will consider non-cash items like depreciation and amortization. Interest expenses will be reviewed, as will owner prerequisites. These are items that a professional business broker and M&A advisor considers when advising a selling client on a selling price.
What Can You Do?
There are many things that add value to your business such as customer lists, proprietary products and/or techniques, well-maintained equipment, secret recipes, customized software programs, or good employees. These are termed "off-balance sheet items," and although not used in most pricing models, they add to value. Look at your business very carefully so you don't overlook those items that make your business more attractive to the buyer.
Eliminate the Surprises
Long before you put your business on the business for sale market, eliminate the surprises! Review every facet of the business and remedy any problems that could appear during the sale process. No one likes surprises - most of all potential buyers. Whether legal, accounting, environmental, or anything else - try to solve it now.
We look forward to working with you in finding a suitable buyer for your business. You, as the seller, are an integral part of the total marketing program. Below you will find a few friendly recommendations that will help in our marketing efforts when you decide you are ready to sell.
• Keep normal operating hours. There may be a tendency to "let down" when you put your business up for sale. However, it's important that prospective buyers see your business at its best.
• Repair signs, replace outside lights, etc. You don't want your business to look as if it has been neglected.
• If you have inventory, maintain it at a constant level. If you let your inventory slide, your business will look neglected. If anything, increase it so your business will look busy.
• Remove items that are not included in the sale and unnecessary items, especially if inoperative.
• Repair non-operating equipment or remove it if you are not using it.
It might also be helpful if you took a good look at your business from the perspective of a buyer. Try to put yourself in the place of a prospective purchaser of the business. What would you do to make it more attractive or more saleable? Obviously, the financial records of your business are critical to the sale of your business, but how it looks is also important. First impressions really count! If a potential buyer doesn't like the appearance of your business, the rest of it may never get a chance. If you have any questions, please don't hesitate to call us. We look forward to hearing from you!
Do You Have Other Questions?
Please call us at (914) 738-9350 or visit Selling FAQ for answers to the following questions:
• How long does it take to sell my business?
• What can business brokers do - and, what can't they do?
• What can I do to help sell my business?
• What happens when there is a buyer for my business?
• Why is seller financing so important to the sale of my business?