Keeping the sale of your business CONFIDENTIAL

Tip of the Day

Keeping the sale of a business confidential is probably the number one concern for business owners. Employees may become worried about the security of their employment, and clients may become concerned about quality and service.  Here’s something to ease your concern…

Business Brokers specialize in confidentiality. Every business they sell is a confidential transaction. A broker acts on your behalf allowing you to remain anonymous. It’s important to maintain confidentiality.

So, When should I tell my employees about the sale, you may ask? 

Although it sounds cruel, our considerable experience has proven that it is best to tell your employees about the sale after the sale is complete. Of course, if there is an employee whose expertise will be needed after the sale, you should introduce the buyer to this employee shortly before closing.

We have found that once employees find out that the business is for sale, they often just assume that their position will be replaced with the new owner’s personnel. This is far from the truth, however. Current employees are a wealth of knowledge! After the transaction has occurred and the seller is no longer there, employees become a real asset to the business. It typically works best if employees are introduced to the new owner right after closing the sale. This enables the new owner to tell about his background and to take time to assure the employees of their value and that no one is going anywhere– all without distressing anyone.

If you’d like to discuss how the confidentiality of the sale of your business will be handled, contact me at the number below. Thank you very much.

-Joan Young

Sunbelt Business Brokers, Greater Bay Area | (408) 436-1900 | www.sunbeltbayarea.net

Prevention is better than cure

To grow a valuable business – one you can sell – you need to set up your company so that it is no longer reliant on you. Of course, this can be easier said than done, especially when, like a PR consultant or plumber, what you are selling is your expertise.

To scale up a knowledge-based business, you first have to figure out how to impart your knowledge to your employees, so that they can deliver the goods. However it can be difficult to condense years of school and on-the-job learning into a few weeks of employee training. The more specialized your knowledge, the harder it is to hand off work to juniors.

The key to scaling up a service business can often be found by offering the service that prevents customers from having to call you in the first place. You have to shift from selling the cure to selling the prevention.Fixing what is broken is typically a hard task to teach; however, preventing things from breaking in the first place can be easier to train others to do.For example, it takes years for a dentist to acquire the education and experience to successfully complete a root canal, but it’s relatively easy to train a hygienist to perform a regularly scheduled cleaning.

It’s almost effortless for a real estate manager to hire someone to clean the eaves trough once a month, but repairing the flooded basement caused by the clogged gutters can be quite complex. For a master car mechanic, overhauling an engine that has seized up takes years of training, but preventing the problem by regularly changing a customer’s oil is something a high school student can be taught to do.

For an IT services company, restoring a customer’s network after a virus has invaded often takes the know-how of the boss, but preventing the virus by installing and monitoring the latest software patches is something a junior can easily be trained to do.

When you’re selling your expertise, it can be tough to hire a team to do the work for you. As ironic as it sounds, sometimes the key to getting out of doing the work is to offer a preventive service, which not only maintains your business income, but also eliminates the need for someone to call you in the first place.

Visit our website for more information. On there, you will find a sea of information on Exit Strategies, business valuations and more. If your curious to know what the value of your business is, contact me at jyoung@sunbeltbayarea.net or give us a call at (408) 436-1900.

WHY USE A BUSINESS BROKER?

Business owners often find themselves unsure as to whether or not they should use a business broker for the sale of their business. As an experienced professional in this industry, I genuinely believe that using a business broker is vital in the sale of a business. A business broker acts on your behalf and can successfully guide and execute the sale of your business. Consider these 6 reasons:

1. Confidentiality - Business Brokers specialize in confidentiality. Every business sold is a confidential transaction. It is particularly important remain anonymous if you do not wish your employees, banks or clients to find out prematurely that you are planning to sell. Employees may become worried about the security of their employment, and clients may become concerned about quality and service. Using a broker ensures confidentiality.

2. A Broker has Experience - A business broker has the experience to handle the sale of your business in an efficient and professional manner. They know the procedures, the forms required and the proper methodology to protect you during the sale process. An experienced business broker who has spent a number of years developing an understanding of the current market and acquisition process can be invaluable in helping you sell your business.

3. A Broker knows how to Market your Business - A Business Profile and/or a Confidential Business Review are tools that a broker uses when promoting the sale of your business. A Business Profile is a single page marketing piece, while a Confidential Business Review is much more detailed and is about 10+ pages long.

 4. A Broker already has many Potential Buyers - Your broker and the other brokers in the brokerage will have thousands of qualified and experienced buyers in queue which means your broker will be able to find those interested in purchasing a business like yours.

5. A Broker lets you Maintain a “Business as Usual” Mindset - Nationwide it typically takes six to seven months to sell a business, but it can take up to a year. You will want to get the best price possible for your company, and that means your business has to continue to function as usual. Maintaining the status quo helps make sure that employees feel secure and don’t contemplate leaving, and that clients know service and quality will be maintained. If a business is for sale, it is especially important to make sure that everything continues in the same efficient manner.

6. A Broker will Co-Broke – A broker will cooperate (Co-Broker) with other brokers in the market. This means you are being seeing by many eyes and the most exposure you can get will expedite the sale. The exclusive broker will share their commission with the cooperating broker.

For additional information, contact Sunbelt of the Greater Bay Area. Or give us a call at 408-436-1900.
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Discover Your Marketing Perspectives

Do you believe that there is a right way and a wrong way to market your business? Is there a set of rules floating around somewhere that we must live by when we step into the role of marketing director for our company?

While some marketing guru’s have discovered that there are steps that are more, or less, effective than others, it’s important to evaluate your own belief system and be certain that your marketing represents YOU. But if your current marketing mindset is fearful and limiting, it's time to step into a new mindset and bring success to your door. There is a wealth of outstanding information out there for all of us, and you can combine this information with your own perspective to create an effective marketing model that resonates with you and represents your brand authentically.


Here are a few questions you can ask yourself to understand the value of what you offer, and to find the words to share your wonderful offerings with a larger audience.

• What is unique about my product or service?
• What is unique about ME and how does that enhance my product or service?
• How does it help others?
• How does it enhance the lives of my clients/customers?
• What are some of the things my clients have said about their experience with me or my company?
• Would my clients feel good about telling others about their experience?
• Is there something I can do to help those happy clients to easily spread the word of this experience?
• What can I do for my clients/customers to thank them for their business?
• Is there anything I can do to make my product of service more affordable for them on occasion?
• What are the most common words I hear others use to describe their experience of my product or service?
• How can I use those words to describe it to my future clients?
• If I don’t tell more people about my offerings what am I depriving them of?

If your marketing mindset is stopping you from growing your company, if you shudder when you hear the word, consider embracing a new mindset. Instead of marketing, use words and phrases like; sharing, spreading the word and helping others.

Enjoy growing your business; let us know how you’ve shaped a new perspective!

Groom Your Company with a Buyer in Mind

One of the reasons that so many companies are formed in Silicon Valley is that they are all groomed from Day One for sale to another Silicon Valley company. Proximity makes it just that much easier for a company to be sold, which makes it that much easier for the company to raise capital. When a company has a huge-market capitalization, it can use that stock or cash to go on an acquiring binge. For many years, we started companies with a specific buyer in mind, such as Microsoft, Oracle, or Cisco. More recently, Google, Groupon, and AOL have been active acquirers. The movie companies are also in the wings as they decide to get into or out of the game business. It is a good strategy to watch the IPO market this year and ask yourself what newly-public companies would like to buy. Groom your start-up from to be a fit into their portfolio. Then move fast and get something going quickly before they have spent their money or find out that some of the things they bought are crap. Your sale will make your shareholders rich and you get to work with these companies for a couple of years as part of the deal. After that, you can buy your boat (or perhaps an island) and live happily ever after.

Tips for Negotiating an Earn-out

Less than half of entrepreneurs stick around long enough to reach their earn-out goals. Using these tips, though, might make it worth the wait.

Less than half of entrepreneurs stay for the length of their earn. A lot depends on the entrepreneur. If the earn-out looks at all doubtful, and they have an idea for another business, they’re not going to stay around for three years.

How can you negotiate the earn-out to be beneficial for you, as a seller?

1. Ask for a seat at the table when the goals are being set

Most earn-out agreements are drafted in isolation by the acquiring firm and presented to the seller as a final package. Instead, business owners should ask to be involved in setting realistic post-sale goals for the joint company.

2. Agree to goals that reward integration results

Using an earn-out tied to your company’s profits as a division of the buyer encourages the business owner to prioritize profits of his/her division over the integration of the two entities.

For example, let’s say you use Peachtree for accounting, and the buyer uses SAP. The last thing you want to do is waste time changing accounting platforms when you have an earn-out number to hit, yet having one bookkeeping software program would accelerate integration. The same trade-off is played out in decisions around the sales team, product lineup, real estate, marketing and so on. Integration trade-offs can be the enemy of short-term profit and can create serious tension between the selling entrepreneur and the buying firm.

Instead of signing up for an earnings goal exclusively, ask the buyer to consider also including goals that measure the performance of the integration, such as cross-selling targets, revenue in a new geographic region, number of new customers, etc.

As opposed to profits, earn-outs can be based upon the acquired owner serving their time, client retention or earning a patent, etc.

3. Sprinkle goals throughout the earn-out period

Three years is a long time to wait to get paid, yet most earn-out contracts are heavily weighted to the last year of the agreement. Both buyer and seller would be better served by negotiating smaller payments throughout the earn-out period that reward results along the way.

Try to increase your up-front payment and put less in the earn-out. If the acquirer has their “way” of structuring an earn-out and won’t budge from it, he probably isn’t the right buyer for your business, and you probably won’t see the amount that you had anticipated receiving for your business.

Remember, you have to work with the buyer for years to come. If the buyer gives off a rigidity nature, the track record of earn-outs and the natural tension between integration and maximizing short-term sales, it is unlikely any seller will last six months post-sale.

How to find the best buyer for your business.

It takes more than setting the right price to acquire the ideal match for buying your business.

You want a big payoff by selling your business. But you don’t want just any buyer for the business, you want the most qualified buyer. Easily, you could end up getting multiple offers from buyers that aren’t offering the most money. Matching the right buyer with the right business is a painstaking process and the transfer of business ownership is time consuming. However, the more prepared you are the more successful the outcome is likely to be.

Before seeking a buyer there are some important questions that sellers should ask themselves. First off, can your business be sold? Several elements of a business make it an attractive buy. It has a solid history of profitability, for instance; a competitive advantage; a large and loyal customer base or long-term contracts with clients; and, growth opportunities. Other considerations are brand loyalty, intellectual property rights, licenses, or issued patents.

For both seller and buyer the bottom line is what’s your business worth? This is evident in the valuation. You of course want maximum value for your business but setting an asking price too high could raise a red flag, scaring away potential buyers. But if you price it too low, you’ll lose out.

According to the International Business Brokers Association, a company’s value is determined by a compilation of factors such as sales, earnings, performance, market outlook, personnel, net book value, and the fair market replacement value of equivalent operating assets. Value is also influenced by intangible assets such as a company’s brand image, industry reputation, and good will.


To get a fair and reasonable price for your business, you need good negotiating power working on your behalf. Consider hiring an intermediary, which depending on the size of the deal could be a broker (usually $10 million or less), mergers and acquisitions professional (more than $15 million), or an investment banker (a large or public company). The intermediary’s job is to determine the appropriate value for your business and to find the perfect buyer to purchase it at the asking price.

Finding the right buyer is the key to a smooth transaction; it also will contribute to the continued success and growth of the business. Even if you work with an intermediary, it still behooves you to understand the process. Here are a few guidelines to help you navigate through the murky waters.

1. Who Are Your Potential Buyers?

Anyone could be a prospect. A buyer can come from your employees, customers, suppliers or competitors. People buy businesses for different reasons, and this will affect how you pitch your business to them. But generally buyers are divided into two groups: strategic and financial buyers. Strategic buyers will look at how well your business fits into their own company’s long range plans. Financial buyers are more interested in your company’s profitability and stability. They could be companies or individuals with money to invest. Some will want a solid, well-managed company that requires little oversight while others may specialize in turnaround situations and will look to buy a business that they can tweak to turn a profit.

2. Where Can You Reach Potential Buyers?

If your business is well known then word that it’s for sale may be enough. But more than likely you will need to cast a wider net. You could put out feelers to people you know or use such outlets as trade publications or newspaper advertising. There are websites such as BizBuySell.com and BizQuest.com. But a broker, M&A advisor or investment banker has access to deal flow and can sift out and approach potential buyers confidentially. You don’t want to risk loosing valuable clients, vendors or employees because of negative connotations that might come from putting your business on the block for sale.

3. Why Should You Qualify Potential Buyers?

Documents like confidentially agreements and financial background information are standard documents for prospective buyers. A broker or investment banker can pre-screen buyers to make sure they are financially qualified to purchase the business. This includes reviewing ownership, available funds to invest, sources of financing, and any judgments or bankruptcies filed. You also want someone who has the business knowledge, management experience and complementary skills to take the company to the next level.

Find out the primary reason for that individual’s or company’s interest in buying your business. If the buyer is another company, make sure there will be a synergistic fit. If it is a private equity group, look at their past experience in acquisitions

4. How to Look Good for Potential Buyers?

Selling a house is not the same as selling a business. But just as sellers stage a home to make it more appealing you need to get your business in good shape before you approach potential buyers. Your books should be in order for inquiring eyes to review. Have in hand before you go to market both current and three years’ of profit and loss statements, balance sheets, and full tax returns. In addition to listing assets and financial information, include projections for future earnings. Create a selling memorandum which starts with an executive summary that tells potential buyers the key elements of your business; provides a list of your products or services and an overview of the industry; and, explains why you are selling the business, which should have a positive spin on it. In addition, you want to get the physical business cleaned up and ready to show. It’s not just about the numbers; first impressions count. Make sure the business had good curb appeal. This includes disposing of unproductive assets or unsalable items (e.g., a broke down truck sitting in the warehouse).

5. What to Expect Out of The Deal?

There are some basic decisions you must make like will you offer seller financing; will you sell the entire business entity or just assets; will you keep any assets; will the buyer likely retain or replace staff; will you maintain a minority stake of the ownership; will you be expected to put in a year of transition time after the business is sold. Don’t make the mistake of waiting until after the deal is done to remove assets that are your personal property. Unless specified, “When a buyer walks in the facility, he wants to own everything he sees.

6. When Are You Ready to Close The Deal?

The average house will sell in four months. It may take nine months to a year to sell your business.
Once a buyer presents an offer of purchase, you may accept the offer, counter, or reject it entirely. The agreement becomes a binding purchase offer and sale once all parties agree to the terms and conditions; the buyer does due diligence inspecting all aspects of the business operation; and all contingencies are removed. Sound sales strategies will bring you the optimum price for your business, says Bruce.

Mistakes to Avoid before Selling your Business

Are you planning to sell your business in the next few years? Here are eight mistakes to avoid before calling it quits:

Mistake 1: Being boring

While it is true buyers like predictability, they also like growth. Set aside a small slice of money for experimenting on new things (product ideas, etc.). The BBC, for example, has a “gambling fund,” which it uses to fund experimental programs that fail the typical new program development testing cycle. It was through the gambling fund that the blockbuster t.v. show “The Office” received funding.

Mistake 2: Selling your product, not your business

A buyer will need to see that your company has a way of winning customers without you. Hire salespeople or invest in marketing so that your business is less reliant on you as a rainmaker. Start thinking of your business as your most important “product” and invest your sales energy in meeting with people who might buy your business, not your product.

Mistake 3: Staying married

Eighty-four-year-old Hugh Hefner told The New York Times last year, “If I sold it (Playboy Enterprises), my life would be over.” If you’re too emotionally connected to your business, it will be difficult to get the price you deserve and will leave you feeling as though you’ve lost a family member after the sale. Instead, slowly start cultivating interests (e.g., travel, another business idea, charity, etc.) outside of work to ease the transition.

Mistake 4: Using retirement income as the basis of your number

Succession planners will tell you to figure out how much income you want in retirement and make that the basis for calculating how much money you need to get from selling your business. The reality is, your business is worth what someone will pay for it and has nothing to do with how much you need to retire. You’ll likely be bored after selling your company, so after taking some time to decompress, travel and play, you’ll probably find yourself starting something new anyway.

Mistake 5: Not including survivor clauses in your contracts

Acquirers like to see that you have locked customers into long-term agreements, but if your customer contracts do not have a “survivor clause” to ensure they remain enforceable after a change in ownership of your company, they may be moot. Talk to a lawyer to make sure an acquirer will get the benefit of the contracts you’ve got with customers after you’re gone.

Mistake 6: Sharing equity with key employees

It’s tempting to use equity or options to retain employees you want to keep through the negotiation and sale of your company. However, you can achieve the same result with a simple “stay bonus,” which you offer key employees who remain with your company for a period of time after the sale. A stay bonus is a lot simpler to implement, doesn’t muddy your company’s capital structure and may end up costing you less in the long run.

Mistake 7: Leaving your team rudderless

A lot of big-personality founders set the tone for their business through their personal charisma, but if you want to sell your business, you need to make sure your company has a set of values independent of you. David Ogilvy handed out Russian dolls to his managers as a reminder of the perils of hiring successive layers of smaller and smaller people. Ogilvy sold his shares in his agency and retired to a castle in France, where he ultimately passed away, but the dolls live on in the hallways of Ogilvy offices as a reminder to managers to always hire people smarter than they are. Find a way to remind employees of your values when you’re not around.

Mistake 8: Not having a BATNA

Professional negotiators suggest having a best alternative to a negotiated agreement (BATNA) — that is, a plan B in case negotiations to sell your business stall. For example, if you’re planning to sell your business to a strategic buyer, also have a financial buyer keen to make an offer or a management team with the means to buy your business over time. That way, you’ll have more leverage when negotiations get dicey.

Have you ever sold a business? If so, what you would you do differently next time?

A Tale of Reported vs. Actual Income – Sellers Beware

Among the genre of small business owners, there is one individual whom I met that stands out from all the rest. He was the epitome of one obsessed with a need to minimize his reported taxable income. I was amazed at the lengths he went to, to distort his sales revenue and expenses on his financial statements. You name it, he did it: pocket cash sales and never enter them on the books, bloat reported expenses by recording personal purchases such as travel, meals, magazine and newspaper subscriptions, personal auto expenses, home repairs and maintenance and so forth as business expenses. He held back credit sales in November and December and didn’t book them until January; he stuffed his postage meter in December with enough postage to last him until August but reported the total purchase as an expense in December, and on and on. Moreover, he was quite proud of this accomplishment. He told me that he met with his CPA several times a year to “brain storm” new ways to minimize his reported income. The energy he put into this practice was enormous. He was truly consumed not with just a desire, but it seemed to me, a compelling need to avoid paying income taxes.

However, the enormous difference between his advertised earnings and what appeared on his financial statements and tax returns didn’t sit well with the buyers.

In addition to the negative affect that distorted financial performance reporting has on a business’s market value, such statements also become less useful—and in many cases useless—as a business planning and control tool. This is dangerous because there comes a point in a growing business where the absence of accurate financial reporting becomes the kiss of death.

There also comes a time in most growing businesses when the need arises to borrow money to finance new operating equipment, leasehold improvements, the purchase of real estate, inventory perhaps and so forth. Without good financial statements (and accompanying tax returns) that demonstrate a history of solid earnings, the ability to borrow the needed money becomes significantly more problematic.

And finally, one always runs the risk of being audited by one or more taxing authorities. If they should discover that you have been deceptive in reporting your company’s earnings, they can make you wish you hadn’t. In fact, I asked the business owner who I have told you about here if he was at all concerned about an audit. He assured me he was not. He said he was confident that he was much too clever to get caught by an auditor. I had my doubts about that. After all, he readily spilled the beans to both prospective buyers. One of those buyers could have been an under-cover I.R.S. agent. They really do stuff like that. Now there’s something else to think about.

Should You Develop a Business Exit Strategy?

Whenever you create something that's interesting and useful, you create something that's worth selling. And when you're thinking of selling something that's as vital to you as your business, it's best to have a well-developed plan firmly in place.

In business terminology, an ending for a business owner is called an "exit," while the planning of a defined ending is called an "exit strategy." Having an exit strategy tells others who have the occasion to view your business that you're in control of your business, that you're aware and goal focused, and that you have a plan for an organized and profitable ending.

Business owners who don't plan for ownership transition are often faced with the inability to receive enough money in an ownership change to fund a comfortable retirement. This doesn't happen because such owners failed to create value in their businesses; rather, it's because they failed to do the planning that would have allowed them to keep that value.

If you are just starting your business and intend to seek angel investors or venture capitalists, those investors will require that you have a viable exit strategy in place before they'll award you a dime. Business owners who are approaching retirement may want to sell their business to an outsider, a key employee, or to a co-shareholder or partner. Alternatively, they may want to transfer their interest intact to children or other family members. How can all of this be accomplished? You got it — with an exit strategy.

If you've been in business for years and are just now thinking of developing an exit strategy, don't despair. But do start your exit strategy today, keeping in mind that defining it is a process that requires careful thought. Rather than being something you'll finish in 10 minutes, this plan takes time, both now and in the future. Continue to revisit your exit strategy as your business grows.

All strategic exit plans should identify the following key topics:

• Current valuation of your business
• The factors that drive the value of your business
• Methods to increase your business value
• The potential future value of your business
• Your options for ownership change
• Likely tax implications of ownership change
• Tax-saving methods specific to your business
• Your likely proceeds from strategic ownership change

Set Up a Strategy

Let's say you accomplish the above imperatives and realize the current valuation of your business isn't what you thought it was, perhaps because you were off the mark when you originally determined the factors that drive your business's value. These two factors play into a third: your likely proceeds from an ownership change.

In cases like these, you'll need to amend your exit strategy or potential buyers won't be interested. Maybe expenses need to be reduced, better buying practices put into place, tighter controls placed on accounts receivable, improved service or focused sales and marketing initiatives need to be considered.

You get the picture. With a proper business valuation and some exit strategy planning, you can provide for a smooth transition and make the business more valuable and desirable. Alternatively, you can ensure that it will be turned over to family members on the most favorable terms to you, with the lowest tax consequences legally possible.

With your exit strategy in hand, work each day to make the decisions and moves that will position your business to reach your exit goal.

How Do I Choose the Right Broker?

This is the first and maybe the most important step you need to decide on prior to getting your business ready to go to market. The value of your business and the right time to sell are issues to be handled after a broker reviews your business information. But, right up front, there are some key points that you need to consider prior to signing a 9 month to a 12 month Representation Agreement or Marketing Agreement:

1. Do you like the broker? This may sound pretty basic, but it is important. You will be working on a weekly basis with your broker or intermediary, so you need to like them as a person since you will be working with them for up to a year.

2. Do you trust your broker? This will be one of the most significant decisions you make in selling your business. You want to make sure that the person you are dealing with is ethical, professional, and straight forward with you versus merely telling you what you want to hear.

3. Does your personality mesh with the brokers? If the broker is really loose and easy going (not necessarily a bad trait), but you like lists, details, immediate call-backs and regular updates, this may not be a good match. How the broker handles themselves at the first meeting will tell you a lot. Did they arrive on time? Did they call and confirm the meeting prior to coming? Were they prepared? Did they review the entire selling process and ask for any questions you may have? And, did they listen to you? Listening is a key strength for a broker.

4. How competent are they? Be sure and interview two or three people before making your decision. You want to make sure that they are comfortable with your industry. Were they prepared for your meeting? Are they an active member of the California Association of Business Brokers (CABB) or the business brokerage association for your state? Do they have the distinction of having their Certified Business Intermediary (CBI® ) and or their Certified Business Broker (CBB®) certification? The CBI® is held by less than 10% of all Business Brokers. This tells you that they are quite competent, have taken 60 extra hours of classes in their field and continue to stay current with the industry and market changes.

5. Are they giving your company the best exposure you can possibly get? Ask questions when meeting with them. How will they be marketing your business? How long does it typically take for a business like yours to sell? What is their average time with a listing before it sells?

6. Are they willing to give you a list of referrals who they successfully sold in the last 18 months?

Remember, this business broker is going to be representing you through out the entire sales process from listing to closing the sale. You need feel comfortable with your selected broker and able to trust this person with your business.