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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. After all,
when you do make the decision you want to know all
of the facts. This Workbook 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. And, as we mentioned in the introduction to
the Workbook, 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.
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 on BizBuySell or
calling your closest business brokerage firm,
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, if any, against the
business, with 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
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.
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.
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