10 Planning Tips for Getting Top Dollar When Selling Your Company

Our office is proud to announce our new referral partner – ExiTrak. We are working together to complete a 4-phase process that prepares your company for a strategic sale, as opposed to a merely financial one. 

Here is a great article written by Steve Popell, the designer of the ExiTrak process, which gives a glimpse of what will be covered in more detail in our next Webinar with Steve Popell as Guest Speaker: Planningto Sell Your Company in the Foreseeable Future?  Go Strategic.  ItPays a Lot Better! October 25^th at 2:00pm PST.

Enjoy!

10 Planning Tips for Getting Top Dollar When Selling Your Company

By Steven D. Popell

Originally published in Active Garage, July 12, 2010.

            
 There are two very different reasons why effective long-range planning is critical for getting top dollar when you sell your company.  First, top-notch planning helps you to manage your company better and involve your employees at a higher and more productive level.  Second, but not as self-evident, success in this area is very impressive to prospective buyers.  Why?
Because successful long-range planning (defined as developing a plan, implementing it and achieving most or all of the long-range goals) is indicative of solid and sophisticated management – a highly valuable strategic asset for most acquiring companies.  Here are 10 elements for developing a long-range plan that increase the likelihood of success.

1.     Involve your key people.  For one thing, they will have ideas that are worth considering.  Beyond that, it is axiomatic that the best way to overcome resistance to change is to ensure that those who will be implementing the changes help to determine what those changes will be.  An effective planning group can comprise as few as three people, or as many as 17.  The important thing is that no one who can have a major impact on how the plan is implemented is left out.
2.     Make sure that there is a solid consensus around the vision for the company; i.e. what will be the company’s identity in years to come.
3.     Develop a clear and easily communicated mission statement that expresses what the company does and for whom.
4.     Conduct a SWOT analysis; i.e. identify the company’s principal Strengths, Weaknesses, Opportunities and Threats.
5.     Develop long-range goals that are challenging, achievable and in line with the company’s vision, mission and values.  These goals should be specifically designed to take advantage of strengths and opportunities, while addressing weaknesses and threats.  In addition, ensure that each member of the planning group (and the rest of the staff, as well) can relate the achievement of the company’s vision, mission and long-range goals to a high level of performance in their specific area(s) of responsibility.
6.     Identify outside factors over which you have no control and little, if any, influence.
7.     Short term objectives. Determine what you need to achieve within one year in order to give yourself a leg up in achieving your long-range goals.  But, be cautious with your scheduling.  The biggest mistake most owner-managers make is front loading implementation far too much.  If you are going to make a mistake, especially if this your first planning experience, make it on the low side of delivery.  You can always add short-term objectives later, but if you fail to achieve your objectives, it can severely damage morale.
8.     Attach task assignments, with individual responsibilities and deadlines, to each short-term objective.  Organize task assignments by quarter.
9.     Attach action items to each task assignment.
10.  Conduct follow-up sessions no less often than quarterly.  This step is, in reality, as important as all the rest, because it is all that stands between you and a dusty planning document that fails to impact the future of your company.  Make sure that you are utterly uncompromising in comparing actual performance with plan.  There is no reason to be unpleasant, but papering over poor and/or late performance helps no one.  Most long-range plans fall behind in the early stages, usually because of excessive front loading.  The critical element is that everyone agrees on the relationship between plan and actual performance, and how to get back on track and timeline with any projects that are lagging.

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

Planning to Sell? How to answer THE most important question

Many business owners believe the act of selling their business is similar to passing the baton in a 400 meter relay: once you’re finished running, you get to relax.  In reality, buyers will insist that you stay on for a transition period – anywhere from six months to five years – during which time you continue to work in your business to help the buyer capitalize on the investment they’re making.

THE Question

At some point in the process of selling your business, a prospective buyer will ask you – oftentimes casually – “Why do you want to sell your business?” These eight seemingly innocuous words have derailed more deals than any others.

Buyers ask THE question to evaluate how likely and willing you are to stay on or if you already have one foot out the door.

Obviously you don’t want to lie, but there is a right and wrong way to answer THE question. Answers like “I want to slow down a bit” or “I want to travel” or “we’ve got a baby on the way and I want to spend more time at home” communicate to a potential buyer that you plan on winding down when they take over. However, what they want to hear is your intention to help them realize the potential locked inside your business.

Here are some suggested responses based on your age.

If you’re under 40, you clearly aren’t ready to “retire” so you need to communicate that you see an upside in merging your business with theirs:

“In order for us to get to the next level, we need to find a partner with more <insert sales people, distribution, geographic reach, capital or whatever the partner brings to the table>.”

If you’re between 40-55 years old, most people will understand the need to shore up your personal balance sheet:

“I’ve reached a time in my life where I want to create some liquidity from the value I’ve created so far, and at the same time I want to find a partner who can help us get to the next level.”

If you’re over 55, you can start to talk about retirement, but you want to make sure you communicate that you still have lots of energy and passion for your business.

“I’m at a stage where I need to start thinking about retirement. It’s a long way off yet, but I want to be proactive.”

Rehearse your answer to THE question so it becomes a natural response when you are inevitably asked THE question by a potential acquirer. 

Contact us now to schedule a free consultation. I will gladly go over your personal situation with you.

Thank you! 

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

A Strategic Management of Tax Liability

Strategic Management of Tax Liability “A Way Out”

“If I sell my business, am I going to get killed with taxes?" “It would be better to let my kids inherit my assets at stepped up value when I pass away.”      Sound too familiar? Most people don’t realize estate taxes are almost 50% above varying exemptions, and that non-spousal “step-up” values are set to cap at $5,000,000 in the year 2012! There is a smart, functional, and legal way to address these issues. The answer may lay with a powerful tax tool called the Deferred Sales Trust.  If you own a business or real estate with a large amount of gain and are not selling your property because of capital gain taxes, or can’t find suitable, qualified property exchanges, then you may want to consider a Deferred Sales Trust™ (DST). The DST can be used with any kind of entity, e.g., LLCs, S or C election corporations, as well as individuals who own real estate, rental properties, vacation homes, commercial properties, hotels, land, industrial complexes, retail developments, and raw land, to name a few.  If invested properly, the money in the trust could potentially grow at a greater rate than that of inflation and even the distribution rate and ensures the necessary liquidity to pay back the note due to the Seller/Taxpayer. (The interest rate in the note to you is dictated by the IRS to be a competitive rate, i.e., 6% to 10%.) While we have primarily focused on Capital Gains Tax, the amount of gain due to straight line depreciation is also deferred with a DST.  The DST Trained and Approved Trustee may invest in REIT’s, bonds, annuities, securities or other “prudent investments” that are suitable to help assure the Trustee’s performance in repaying the Seller/Taxpayer pursuant to the held installment sales note. The DST Trained and Approved Trustee’s reinvestment of the proceeds may result in more or less risk depending on the nature of where the proceeds are reinvested.  My husband John and I personally used the Deferred Sales Trust to defer tax gains on an income property we sold after 13 years of owning it. We put $400k in the trust and have been averaging an interest rate of 8%.  If you would like to know more please call John Young, Vice President of Sunbelt, and he will make sure you get contact information for a trained trustee.  Joan Young Broker

Please contact John Young for more information on the Deferred Sales Trust. John Young, Vice President Sunbelt Business Brokers Office: 408-436-1900 Mobile: 408-464-5888 Website: www.mydstplan.com/sunbelt john@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.

How Do I Build A Valuable Company?

My entrepreneurial journey has seen me start and exit a number of companies. I want to share three of my best tips for building a valuable – sellable – company.

Tip No. 1: Make it all about a number of clients, not one client

It's common for a business to be dominated by one or two important customers. It happens pretty naturally. You do a good job for one customer, and they buy again. You keep satisfying them, and they stop looking for other suppliers and start to bring more and more of their orders to you in hopes you can handle the increase in business while maintaining your amazing service.

Given their importance, you're probably also servicing this giant customer personally, which makes them even more profitable because you do not need to hire sales or service staff to support the account. This, of course, makes both the account and your business very profitable—which makes it harder to walk away. It's a cash cow.

Pretty soon, you have a codependency that can undermine the value of your company—and make it virtually impossible to sell. For example, an acquaintance of mine owns a business that supplies a product to the home improvement chain Lowe's. In some months, Lowe's makes up more than half of his revenue, which is why, when the U.S. housing market crashed and Lowe's slashed the size of its orders and slowed down its payment cycle, my friend's business teetered on the brink of insolvency.

Desperate for cash, my friend tried to sell his company to both strategic and private-equity investors, all of whom offered him pennies on the dollar (when compared to the value of similar businesses) because of his reliance on just one customer.

To build a valuable company—one you can sell if you choose—you need to winnow down your reliance on any one buyer. My suggestion is to strive to ensure no one customer represents more than 15 percent of your revenue.

Tip No. 2: Increase your customer base

We survive the early years of our business by listening to our customers and responding to their requests. The problem is, when all you're doing is reacting to customers, you end up offering way too many things—customizing too much—because everyone wants a slight twist on your offering.

If you offer an ever-expanding list of things, your staff will never get really good at making or selling anything. The broader your product or service line, the more your business will be reliant on you—the person with the most knowledge in your field—rather than your employees. If the business is too reliant on you personally, it will be hard to sell.

To pull yourself out of this quagmire, you have to sell less stuff to more people. That may seem like counterintuitive advice, but some of the fastest-growing, most valuable companies in the world do it.

Take Apple for example. Apple is really good at selling a few core products (iMac, MacBook, iPhone, iPod, and iPad) that offer the same basic user interface. As a result, the company can train its Apple Store employees on one basic operating system and a few core products.

By contrast, walk into a Best Buy, with thousands of technology products running hundreds of different operating systems. If you're actually able to find someone to help you, you'll be lucky if they can read the specifications on the back of the box, let alone actually know anything about the product.

Focusing on selling less stuff to more people will allow your business to scale up beyond you, which in turn will allow you to grow through the ceiling that holds back many owner-dependent businesses. Ultimately, you'll have a company you can sell.

Tip No. 3: People want to work with you because you are the BEST at what you do.

Quick—how do you explain your business in a social situation? Do you define yourself by your industry? For example, "I own a printing company." Or do you describe what makes your business unique? For example, "We've developed a process for printing annual reports that reduces the turnaround time to three days."

The problem with describing yourself as a part of an industry is that most industries are commoditized. You're sentencing yourself to a life of low margins and groveling for work. When there is nothing unique about your business, the customer has no choice but to rely on price as the only decision-making criterion.

And before you claim "customer service" as what makes you unique, remember that people don't buy wishy-washy claims as a point of differentiation. After all, service is in the eye of the beholder, and until your prospect makes the decision to become a customer, intangible claims about how well you treat your customers ("offering great customer service since 1977," "specializing in great customer service") will not sway them.

Instead of describing your business in terms of the industry you're in, accompanied by some vague description of your service, describe in concrete terms what makes your business different. For example, under Tony Hsieh, Zappos became a successful company (Amazon acquired it in 2009) not because it's a retailer of shoes but because it offers a two-way free-shipping policy.

One-way free shipping is standard for a lot of e-tailers, but Zappos offers to ship your shoes free and then if you don't like them not only refund your money but also pay to pick them up. "Great customer service" is a wishy-washy claim. "Free returns" makes Zappos special and is a big part of what sets it apart. A shoe retailer is a boring commoditized business with low margins and very little hope of being acquired. A company that allows people to return shoes if they don't like them, all from the comfort of their own home, is unique and a big part of the formula that allowed Zappos to scale up into a sellable business.

Stop describing the industry you're in and start describing what makes you irresistible.

The First Step to an Exit Strategy

When do you want to sell your business? If you're like most business owners, the date keeps shifting. Like driving on a flat stretch of highway, you keep going, and yet the horizon never seems to get any closer.

If you ask a business owner when they are going to leave their business, they'll say five years from now. If you ask them three years later, it will still be five years from now. Business owners know they can't afford to leave their company because it doesn't have enough value to fund their retirement. They're not sure what they need to do to increase its value, but they think they will be able to fix it in five years.

Without a clear plan to increase its value, a business owner risks being taken out boots first still five years away from being ready to sell.

To get out of the Perma Five cycle, we recommend business owners divide their time between tasks that are either operational or strategic and focus on eliminating operational tasks one by one.

A business with an owner who is operationally irrelevant yet still strategically involved has a lot more value than a company in which all the little decisions are run through the corner office.

To become operationally irrelevant, we recommend business owners create a summary of the key elements that drive their business. Just like scanning a car's dashboard to check your speed, you start looking at the metrics on the dashboard and managing the numbers, instead of wading into every crisis to try to fix it.

So what should be on your dashboard? I know manufacturers that track their work-in-progress (WIP) to the day and Internet companies that monitor their conversion rate in real time to the decimal point. Your dashboard should include a few basic numbers that reveal how you're doing now and ideally how your next few weeks are shaping up.

• Cash position
• Revenue on the books for the month
• Customer retention rate
• Rolling net promoter score (a measure of customer satisfaction)


If you can make yourself operationally irrelevant, you'll be able to sell your business if you want to, or, if you don't, you'll have more fun running it knowing you can focus on the strategic issues without getting marred in the operational details.

Factors to consider when preparing to sell your business.

If you want to sell your company, there are some “rules” that you should consider in order to have a successful transaction. Selling a business requires discipline, a sound strategy and strong advisors. While these ‘rules’ won’t guarantee that your business will be sold, they are certainly some key points to think about.

1. Prepare yourself personally for the sale
Think about the challenge that is involved in selling a company. The transaction is much different than a real estate deal and it does involve patience and perseverance. Are you truly ready for the work that is involved to sell your business?

2. Prepare your business for the sale
One of the biggest issues that befuddles business owners is that they do not properly plan a clear exit strategy from their business well in advance. Talk to your accountant and lawyer, get your financial documentation in order, claim all of your “cash” sales, renovate if necessary, and so on. Also, if you can implement some strategies to improve growth or profitability do so. It is better to show actual growth to buyers instead of simply talking about the theoretical “potential” of your business.

3. Don’t wait too long to sell a business
Selling your business while it is still growing or while it still has much upside left is advisable. Too often, business owners wait a few years too long, past the point that they “should have sold” and realize that the value for their business may have declined. Timing is everything – especially in a business sale.

4. Run your business properly
Don’t lose focus when you list your business for sale. Selling a business is a time-consuming process and it is possible to focus so much attention on the process and neglect the actual business that is being sold. Work with a business broker to sell your company so that you can focus on the operations.

5. Be reasonable about the selling price
It is one thing to get as much value as you can from your business when you decide to sell it – it is quite another to be unrealistic about the selling price. Talk to your advisors to get a sense of what a fair selling price is. .If you are unhappy with the recommendations of your advisors regarding your company’s value then implement steps to improve the business so that you can ask the selling price that you really want to. Simply setting a high price on your business and “waiting” for a buyer to come and purchase it is not a sound strategy.

6. Be flexible during negotiations
Selling a business means you will need to eventually enter into a negotiation with a buyer. Be flexible during the negotiation and try to compromise on the items that aren’t “deal breakers” to you. For instance, if the selling price is an issue then perhaps you can meet in the middle, or perhaps offer some additional vendor financing to make the deal more palatable to both parties. The point is, be prepared to budge on deal points that you are willing to bend on and offer creative ways to add value to your purchaser. Give and take is a good approach to take.

Plan for succession and a possible sale.

Of family owned companies, 30% will experience a change of ownership due to retirement within the next five years. This is according to the Research by the University of North Carolina’s Ashville’s Family Business Forum. More than half of the family-owned businesses' CEOs nearing retirement age 61 and older haven’t chosen their successor.

More retirees are finding that their children really do not have any interest in taking over the family business. This means you will need more time than you think to prepare your company for sale to an outside party.

You may find that an employee or employees may want to buy your firm. They typically will need bank financing or a private-equity partnership, and that will entail having good financial statements to show to lenders or investors.

Of course an unexpected illness or death can disrupt even the best of plans, so plan on the unexpected. Control what you can. Have a buy/sell agreement ready which will outline the terms under which a potential successor can value and buy your business.

Make sure you have talked with your tax planner to see how estate taxes might affect you as well. They are typically based on the fair market value of the company upon the date of the owner's death. Hopefully you are seeing the importance of using financial and legal experts knowledgeable about retirement and estate planning.