As an Owner, we have all accumulated new or crazy ideas that have not been implemented. Some came from customer requests, an offhand conversation with an employee or supplier, middle of the night brainstorms and strategic planning sessions you only partially executed.

We all have them, just never could find the time to do anything about them. Tried once, had some success but you weren't comfortable with the amount of work required to fully exploit the idea. So you just left it on the back burner to simmer or worse, get cold.

I guarantee if there was an idea generated and not acted upon, it wouldn't take long to quickly determine if it could have a life. You want to know if there is an ember of possibility or not. Blow on the ember and massive flames can grow out of it. If the idea proves to not be viable then use it as a starting point. One idea typically begets another and another etc.

Are you sitting on other unexploited sales, money left on the table? An opportunity to take your tired business in a different direction.  You could be sitting on a pot of gold. And if you aren't prepared to take the idea to the next step, then pretty it up and use it to sweeten the deal for a prospective Buyer.

Once you dust them off, be careful as you may now want to move forward on some of the ideas and put the sale of your company or the launch of something else on the back burner. My suggestion is to run on parallel paths. Continue preparing for the sale as you never know when the right Buyer will come along or you no longer have the choice about selling. 

Prepare the list, do the best you can and consider handing over the list to the new Buyer. No one will pay you for opportunity they have to execute on. However sweetening the deal is always nice. Or tie the new idea into an opportunity you could run with at a later time. Post transition.

This is a team sport so get your staff, vendors and customers involved. Remember confidentiality is key. So be careful and selective who you let in on the process and don't tell anyone everything. Until the time is right.

Exercise - Task Create An Opportunity List

1. New Product Ideas

2. New Service Ideas

3. Existing Product Improvements

4. Existing Service Improvements

5. Customer Relationship New Ideas

6. Potential Joint Venture Opportunities

7. New Equipment Purchases

8. Existing Equipment Modifications

9. Brainstorm new ideas with select staff, vendors and customers.

Lesson from my online course www.SellYourBusiness4More.com

Seriously, how long are you planning to wait? Or is waiting your plan?

As a boomer age business owner, selling or transitioning your company is likely top of mind. The story you're telling yourself and your trusted advisors may sound like this: "I know I have to do something ... it's so much work...timing isn't right...my children will take over...l have a partner" etc.

Your future, and the well being of many other people, depends on the steps you take over the next few years. You know you need to do something now or it might be too late. Protecting what you have built and positioning for the future are the priorities. The clock is ticking, ready or not.

When it comes to selling your business. If you don't move forward, the decision will be made for you.

Case 1 - Business relies heavily on importing custom product from China. Sales are totally based on travel and tourist industry. I wonder if the recent events will impact this company and its' chances for success in a sale.

Case 2 - Owner never made it to our second meeting. Went from healthy and excited about the future of his transition the first time we met to one week later no longer able to work. Potential sale of the company is not really viable.

Case 3 - Successful small distribution company has afforded the Owner a nice lifestyle. Unfortunately it is too small for anyone to be interested in buying and revolves too much around the Owner. Owners plan is to wait until they're ready to sell and then grow it and remove themselves from a central role. Good luck!

Case 4 - While contemplating the eventual sale of the business over the past several years the Owner is now faced with a government expropriation of his building and business. Unfortunately the government works in mysterious ways and will move ahead when they feel like it and at their convenience. Oh and the government will pay what they think is reasonable for the business. So living and running a business in limbo and no definitive idea of how much the Owner will be compensated or how long it will take.

Health, the economy, competition or industry changes will dictate what happens next. At that point all bets are off. You've lost control and you didn't get into your own business just so you could give up control.

Don't fall into the unrealistic timing trap. It will likely take 3-5 years from start to finish to be fully out of the business. You need to find a buyer, do the deal and then transition. 
Sometimes it can be done in less time if the circumstances require but typically it is a longer term proposition. At this point you don't know and it would be wise to prepare for the worst.

Right now you may not know exactly what you'll do after the business is sold. It's ok, that's part of the journey. You didn't have all the answers when you started or took over the company either.

Likely 80% of your wealth is tied up in your single largest asset - the business. Most owners tend to have inflated opinions on the value of their company. Wouldn't it be more prudent to find out the real story.

Take your first step today and see what your business might be worth. And more importantly find out what you have to do to get it.

Schedule a Call or Meeting

Sellers tend to prefer Share sales while Buyers lean toward Asset sales. Here are five things to consider when making this quite important decision. Outside Professional services will be required for legal, tax and possibly other questions. Make sure your trusted Advisors have specific business selling experience.

1. Avoiding Liability Issues
In a Share sale, all of the assets and liabilities of the Sellers' business remain with the company. Subject to agreed price adjustments or indemnifications the Seller gets to leave responsibility behind them from any liabilities and the Buyer agrees to take on the responsibilities.

An Asset sale allows the Buyer to carefully select which assets they want to purchase and which liabilities will be assumed. In addition, and by law, the Buyer becomes liable for environmental contamination issues and any union employees.

2. Union and Non-Union Employees 
In an Asset sale, non-union employees do not need to be taken on by the Buyer. To avoid wrongful dismissal claims from the employees, the Seller usually will require a Buyer to offer new contracts to most if not all employees on terms that are similar or identical to their existing contracts including a recognition of prior service.

In a Share sale, the Sellers' employees remain employed by the company, unless a change of ownership triggers rights under the employment agreements of specific employees such as senior executives. Therefore, unless the Seller terminates certain employees and pays severance pay before closing, the Seller retains all of the employees, even those the Buyer doesn't wish to employ.

3. Reduced Level of Complexity
Share sales are usually less complex than Asset sales. An Asset sale will require transfer documentation for all of the assets being transferred including real property, permits, licences, leases, contracts, equipment and vehicles, intellectual property, etc.

By contrast, under a Share sale, all of the assets of the Sellers' business remain with the company. The only required transfer is of the shares of the company itself and possibly an assignment of shareholder loans.

Be aware, an Asset sale may possibly trigger the need to obtain more third party consents to the transfer of the assets. A more time consuming and expensive process than a Share sale, where identifying and dealing with any change of control provisions in contracts, leases, licences and permits would be less of a burden. In addition, certain assets, such as government licences and permits, may not be assignable.

4. Tax Considerations – Share Sale (Please check with your trusted Advisors for tax and other appropriate laws within your own province/state/country.)
The proceeds of a Share sale (above the Seller’s adjusted cost base) are taxed as capital gains, meaning only 50% is included as income.

If certain conditions are met, a $883,384 lifetime capital gains exemption indexed to inflation is available to Canadian residents who sell shares of a qualified small business corporation. This applies to a sale in the year 2020 and could change in the future.

A corporate Seller may be able to reduce its taxable gain by causing their company to pay a non-taxable inter-company dividend from “safe income” (that portion of retained earnings attributable to earnings reported for income tax purposes) before the sale. The purchase price will be reduced accordingly.

A Buyer might prefer a Share transaction in order to take advantage of the Sellers company’s non-capital tax-loss carryforwards (i.e. business losses) that can be applied against future income.

A Share purchase allows a Buyer to avoid paying sales and property transfer taxes on purchased assets. These taxes can be significant – property transfer tax is 1% on the first $200,000 in value of the real estate and 2% thereafter. Sales tax is 7%, although an exemption may be available in respect of certain assets such as production machinery and equipment. (Please check your local and national laws with a professional.)

5. Tax Considerations – Asset Sale (Please check with your trusted Advisors for tax and other appropriate laws within your own province/state/country.)
A Seller will usually desire the purchase price to be allocated to minimize the recapture of capital cost allowance previously deducted on depreciable property.

A Buyer will typically want to allocate as much of the purchase price as possible to depreciable property so that it can ‘step up’ the value of assets to their fair value resulting in higher tax deductions for depreciation expenses in the future.

Lastly, a Buyer will be required to pay property transfer tax on real property and buildings (including permanently affixed equipment) and sales tax on equipment and inventory subject to all available exemptions.
You need to determine (with appropriate counsel) advantages and disadvantages of Asset vs Share sale for you.

Exercise - Tasks And Questions

Outside Professional services will be required for legal, tax and possibly other questions. Make sure your trusted Advisors have specific business selling experience. Start interviewing current and potential professional services Advisors. Make a list of candidates.


Legal Advisors


Tax Advisors


Other Advisors


Asset Sale Advantages To Me


Asset Sale Disadvantages To Me


Share sale Advantages To Me


Share Sale Disadvantages To Me
Disclaimer: We are not legal or financial advisors and make no claims about the accuracy of our opinions. Please make sure you work with your trusted Advisors to determine tax and legal implications of an Asset vs Share sale in your country.

Timeline Of Events For Selling Your Business
Extraction From Eric Gilboord Online Courses

This is an extremely optimum time frame and would require a very well prepared Seller, highly desirable company, a qualified Buyer and does not include the transition time to ease out of the company post sale. All in count on 3-5 years.

4-6 Weeks Preparation
• 2 Weeks to gather the required information. The Intermediary will work with you to gather necessary information and to gain an understanding of the business (Information gathering is mostly a Seller responsibility.)

• 2 weeks for the Intermediary to compile the necessary Teaser and Confidential Information Memorandum documents (Mostly an Intermediary responsibility.)

• 1-2 weeks to review and finalize representations (Joint responsibility of Seller and Intermediary.)

1-3 Months for Soliciting Interest from Buyers (duration is very variable)
• During this time the Intermediary will mostly be talking with prospects, answering questions, feeding more information to them.

• Much of the effort during this phase is the Intermediary working with prospects, trying to figure out who are serious and who are not, filtering and moving them along. Making sure that only serious, qualified prospective Buyers get to meet and talk with the Seller.

• The Seller may be required to provide ad-hoc ancillary reports. Mostly accounting type data or answer questions.

• The Seller will be required to meet with prospective Buyers (1:1, duration and frequency is variable and will be based on seriousness of Buyer and comfort of the Seller).

Receive a Letter of Intent (LOI) to Proceed
The prospective Buyer will issue a LOI. The Seller will be required to negotiate and accept the LOI terms (Review by Sellers' legal counsel is mandatory. ) The typical LOI would contain terms about the deal, payment schedules, vendor notes and post transaction employment / contracts, but it can have all kinds of terms and considerations that will form the basic terms of the future transaction.
         
Accepting an LOI is certainly a significant go/no go point in the process. The Seller gets to make the final determination at this stage.

2-4 Months Buyer Due Diligence Process (This is a fairly intense period of time )
• The Buyer will provide a list of expected items that they wish to review.

• The Seller will need to work diligently and expeditiously to respond and provide this information in a timely manner. Responses could be piecemeal over a few weeks. This for most sellers is the hardest part of the work required since there could be considerable asks, lots of documents to gather and create and lots of meetings to review and discuss.

• Depending on the answers to the above there could be further requests, conversations and meetings.

• The Intermediary will assist you during this period. But this is largely dependent on the information request, and what role the seller would like the Intermediary to play and what access to information would be provided to the Intermediary.

4-6 Weeks Legal Process (Time required to read & review docs)
• Legal begins once Due Diligence completes and this typically lasts a 4-6 weeks or more. The variability depends on the legal complexity and detailed Seller & Buyer review of clauses and specific wording.
• Emotions will be running high at this point, so patience is required if you really want the deal to close!

Deal Done! Total elapsed time from start to end: 8-12 months but most of the Seller effort was during the Due Diligence phase.

Exercise - Questions

What would be your ideal timeline for starting the process to completely exiting with you having no further involvement with the business?

Is it realistic?

Why is this your ideal timeline?

What about the above timeline do you think does not fit with your personal situation?

Schedule a Call or Meeting

​I was thinking about a question I often get in media interviews. Why are 60+ year old business Owners not getting ready to sell? I used to answer 'they love what they do'. Now I think the more accurate answer is they may be afraid of their imposter syndrome popping out. It's not easy to go from a pretty much know everything about your business person to a know little if anything about selling your business. An imposter. One extreme to the other. Supreme confidence to no confidence. Give or take.

So I am going to suggest that if you're an Owner who wants to quickly get up to speed on selling your business we should talk. Please click here to schedule a call.

​Eric Gilboord

PS One more thing. As entrepreneurs we all tend to feel a little bit like imposters no matter what we have accomplished in our lives. And while building the business we have all been in the 'got a massive order now what do we do seat'. So you should know it's ok.

​Talk soon.

Excerpt from our online courses. 

​Be Irrelevant to Your Company and Make It More Valuable

You should be working very hard to build your business into something great and make yourself irrelevant in the process.

 The 4 part strategy is simple:

1. Have a big vision and, make it worthy of your time and effort. And more importantly your staffs time and effort.
 
2. Bring great people with varied skill sets and experiences onboard. Make sure they speak their mind.

3. Let them do what they do best and are most passionate about. We all have a superpower and at our core we know what it is. This is usually accompanied by a deep desire to unleash it to its' fullest potential.  

4. Create a desirable inclusive atmosphere that great people want to be a part of.

If you succeed, they will thrive and likely take the company much further than you ever could on my own.
  
So what should irrelevant mean to you in the context of growing your company? Right now and for the foreseeable future you will maintain the vision and lead the charge. As you are getting ready to transition, slowly replace your superpowers with others who demonstrate the same abilities and let them take over.  

The same applies to any of your key staff who will be leaving within a few years. Investors, Partners or Buyers will interview your employees and they will find out who is staying and who is going. Start training their replacements now.

At some point you will become redundant, irrelevant and unnecessary to managing and growing the business. You will then have succeeded.  

The business operating without you is a key factor to your piece of mind should you retire and not sell. Or if next generation family come into the company to take over and run it. They will need a runway to learn the ropes.

When Buyers are considering purchasing your company. It means they can step in and immediately take over.

It's not easy and requires some real grit on your part. While many day-to-day functional activities are taken care of by staff there are still top level decisions that always seem to fall into your lap. No this is not by fluke it is by design, your design. The desire to be relevant and important to the process.

There is a reason that some of you have kept your business running at a particular sales level for years. It's not always because opportunities have dried up. Nor is it the new developments within your industry. It's because there is a comfort in working in a particular sized business. 

You found your comfort zone and staying there is well, more comfortable. Typically an Owner will keep a successful business just under $3 million around $2.6 million in annual sales. Or in many cases under $1 million or under $2 million. You've created what is often referred to as lifestyle business. i.e. your lifestyle

I know it sounds counter intuitive since you spent the last few decades making most of the key decisions, creating and massaging the vision, leading the sales and generally driving the business to its' current success.

It won't be easy to give up the responsibilities and let go. But the Owner who has done this typically finds that among the many factors used by Buyers to make a purchase decision, this one is key. Some day you will be considering selling.

Put yourself in the Buyers seat. You do the transaction and suddenly you get hit by a bus. Or there is a falling out and you refuse to continue the transition relationship. You don't agree with a change they're making and your instinct is to fight it or worse sabotage the change. If the Buyer is dependent upon one or two people to determine the fate of the business post sale, they're highly unlikely to move forward with a purchase.

You can say it won't happen all you want, but when one is dealing with real money and time invested in the success of a venture they want all the right cards in their hand.

So become irrelevant personally, to the point where you become incredibly desirable as a company to purchase or partner with. 

Exercise - Task

Step 1 is to be clear on your superpowers. 

Step 2 is to determine who the best replacement might be. Look inside your business and outside.

Step 3 is to identify the current staff with other superpowers the company needs to thrive. And their replacements. Because you never know who will leave or when. Or be promoted.

My superpowers and replacements are:

1. Power                                   Replacement

2. Power                                   Replacement

3. Power                                   Replacement

4. Power                                   Replacement

Other currently existing superpowers within the company and their replacements are:

1. Name/Power                                   Replacement

2. Name/Power                                   Replacement

3. Name/Power                                   Replacement

4. Name/Power                                   Replacement

If you found the above information and exercise of value please visit.
Sell Your Business 4 More

Guide/Coach Eric
416-270-2466
eric@ericgilboord.com

I've worked with more than a few family businesses where blood is thicker than contribution. Tends to typically lead to a somewhat depressed staff atmosphere and lower sales/profits. 

My position with Owners is if you really want to maximize the sale of your business, admit what you know to be true and let the family member go. Or change their position. 

They know better than you do how much damage is being done to the organization by their actions or lack of action. You may be surprised when your child or sibling or other relative actually thanks you for ending their misery.

Staff will be relieved and productivity will likely rise.

A2E

Topics Covered

• Much older owners are now looking to get out.
• Next generation may have screwed up.
• Niche vs foreign commodity competition.
• Automation and leading edge technology.
• Innovation comes from established small niche businesses.
• Realizing opportunity currently under your roof.
• Sales and Marketing to go to the next level.
• Sell 70% of your businesses, work with the new owners and enjoy a huge windfall on your remaining 30%.
• Buyers are looking for unsexy below the radar companies.
• Buying platform companies.
• Protecting intergenerational wealth.
• Family businesses, ups and downs.
• Runaway bride.
• Fathers and daughters.
• Selling to your children.
• Families act the same in your business as in your home.
• Entitlement issues.
• Lots of options for Owners to exit.
• Work back from what's in the best interest of the Owner.
• You don't know what you don't know.
• Surround yourself with an experienced team.

7 Sure-Fire Ways to Beat Large Business
by Eric Gilboord from his book 'Just Tell Me More'.

1. Outmaneuver Them.  A small business is like a speedboat that can manoeuvre quickly, slow down or speed up as needed, and turn around completely in a much smaller space than a battleship (a larger business) can. A new strategy may take a large business three months to develop and implement. You could execute it in three days.

2. Offer Genuine Personal Attention.  Small businesses can offer real personal attention, greeting customers by name and having a brief conversation with them when they enter their establishments. Customer service is more than screaming, ‘‘Hello!’’ indiscriminately when someone walks into a store. I find this particular activity, conducted mostly by the larger U.S.- based chain stores, to be somewhat unsettling and in many cases, quite insincere.

3. Choose Between Help And Help Yourself.  I prefer to buy from small businesses because they’re usually more ready, willing, and able to help me. It seems that customers must choose between getting help and helping themselves. The staffs at some larger organizations tend to be busy stocking shelves. They may point out where something is but they don’t always have the time or the expertise to help customers make a purchase.

4. Educate Yourself.  Education can be an important part of the purchasing process. When many products deliver the same benefits, it is not always easy to make the right choice. In order to select the best product or service for your needs, you may require education. Small businesses tend to be better suited at offering assistance and are the best choice for one-time requests or requests for unusual or rare products and services.

5. Tailor Your Products.  A small business has the ability to tailor its product or service selection to its specific customers. The most popular products your specific customer desires can be stocked in depth. This feature can be a disadvantage to large businesses as they carry a wide range of products offering little choice within a specific product group. Don’t forget to promote this advantage. Your business may represent one section of one aisle in a big box store. You don’t need to worry about the rest as you are not in those businesses.

6. Train Your Staff.  Make sure you don’t make the same mistakes that some large businesses make. Don’t fall into the trap of being too busy to provide good service. Unfortunately, several large businesses seem to have staff to stock shelves but not to help customers and in some cases, not even to take your money. I can’t imagine any small business allowing a customer to stand in the middle of the floor with his or her money and no one to give it to.

This unfortunate experience happened to me in one of the well-established department stores. I couldn’t even pay for the one item that I came in to buy. But small businesses don’t always have good service. You must train your staff.

Your larger competitors probably have training programs. Your advantage is the ability to have an informal, on the spot training session for your staff. Augment any formal group training with small amounts of input when needed. If you notice something wrong or there’s a situation where you can improve your service, the changes can be made almost immediately, unlike your larger competitors, who may have to take months to develop a more formal, structured training program.

7. Don’t Compete On Price Alone.  Some small businesses charge a little more than a larger competitor but that’s OK. Some segments of your target group are willing to pay a little more in order to receive better service. It’s up to you to provide it and to make sure that customers know they are receiving added value. Some customers will always look for the lowest price. They will shop around, use your time and expertise, then go to your larger competitors to make the purchase.

It’s your job to recognize these people and to educate them about the advantages of doing business with you. Customers are not mind readers. These ideas apply to many business categories such as retail, manufacturing, and industrial or professional services. No matter what business you are in, act like a speedboat and outmaneuver the battleship. Go out and run circles around big businesses.

You Never Seriously Thought About Selling The Business. Until Now

​Like many of our Clients you may have gone south for the holiday break. You caught up with winter friends. Some sold their businesses a while ago, some sold recently and this is their first "I don't have to go back" season and others are like you, still thinking about it. Until now.

You've been promising your spouse and children that transitioning was just around the corner. Or swearing up and down that you'd die with your boots on. Until now.

Boomer aged business Owners are a breed unto themselves. You've worked hard all your life building a company that has for the most part provided you and your family with a pretty good lifestyle. No complaints and no real regrets. Until now.

Selling the business was never required or even considered for financing vacations, cottages, winter homes, the kids education, some side investments, hobbies and any of the many surprises life throws at us. Until now.

The plan was to, at some point, transition out of the business and take it easier, however you define that. No pressure to prepare the business for sale first or serious thought about how much it would bring on the open market. You heard stories of Sellers getting 6, 7 or 10 X ebitda or auctions to buy your company. Fewer Sellers to compete with and more Buyers every day. It all sounded great. Until now.

The reality now is you need to sell the company to finance your retirement. You have no idea how long you or your spouse will live. Therefore no real way of knowing how much you need. Regardless of what you require, Buyers rarely pay 'what you need', unless the business is worth it. Just kidding. They don't care what you need, they pay what the business is worth. Until now.

Let's do the math. 65% of all established businesses in Canada and the US are owned by Boomers - Owners born between 1946-1964 the oldest boomer Owner is 74 and the youngest is 56. Owners are rapidly backing themselves into a corner. Many businesses never sell. You thought you had plenty of time. You assumed or hoped you would get what the business was worth. Until now.

It was a Sellers market, as many Owners have not started the process or sold yet. To put it into real terms 90-95% have not sold and 80+% don't even have a transition plan for selling their business or a team to help sell it. So to be clear, you were in the driver's seat if you had a well run, solid and profitable business with a big future and a great team running it without your participation. You planned and prepared for transition and a successful sale was in your future. Until now.

While you may be many steps above the other Sellers you may have waited a little too long. Buyers are now taking charge. They know you need to sell because of age, lack of enthusiasm, other interests, no successor etc etc. etc. They also know your fellow boomer aged Owners need to sell. As a Seller, you are running out of runway and have no choice but to take action. Today it has become a Buyers market. They are smart, savvy and experienced Buyers. They know way more about this than you do. Or your long time corporate Lawyer or Accountant who never sold a business. Think trading baseball cards with your older sibling.

Next Step - Get Advice, You Can't Do This Alone

One of the most valuable lessons I've learned from studying successful people is that no matter how famous or how rich they are, somewhere in their lives is a coach, a mentor, or an adviser. Successful people accept they will make mistakes and lots of them. They also seek out help to reduce and overcome the inevitable failures. It's part of the process.

The first thing a new President does is establish their advisory group. This applies to presidents of companies or countries. You can't possibly know what to do in every circumstance, particularly if these are new to you. Smart, successful people surround themselves with even smarter associates. Getting guidance is an important element in your future success. Take the first step and get advice.

From my heart, Eric Gilboord
eric@warrenbdc.com

Eric Gilboord is a lifelong entrepreneur, Author, Public Speaker and the CEO WarrenBDC, a company that  specializes in working with boomer aged business owners or those wishing to acquire their companies.

Eric is focused on solving a big problem. Sixty-five percent of all businesses in Canada and the United States are owned by baby boomers. Anyone born between 1946 and 1964. So this is a pretty big audience. Eighty percent of those owners do not have a plan in place or know how to transition. Most are counting on the sale of their company to fund their retirement, and in a lot of cases the value of the business is less that the owner needs for the desired retirement lifestyle.

In this episode Eric:

• Says Naysayers uninformed opinions are based upon their own life experiences
• Points out that the most important sale a business owner makes (the sale of the business) is the one they are worst prepared for
• Explains how he works with business owners to find unrealised potential
• States that the demand for businesses with predictable cash flow is strong
• Talks about some of the options business owners have when planning to exit
• Notes that after cashing out many entrepreneurs are choosing to buy another business rather than investing in financial markets

Interviewed by Tim Alison

Direct link to interview page: 
http://screwthenaysayers.com/ep-181-the-most-important-sale-any-business-owner-will-make-eric-gilboord/

Also listen to the interview with Eric here:
iTunes: https://apple.co/2LkWSPV
Screw the Naysayers Episode Page: https://screwthenaysayers.com/podcast
Google Play Music: https://bit.ly/2NBgqMv
Spotify: https://spoti.fi/2MF5T6g
Stitcher: https://bit.ly/2uYCsRC
Podbean: https://screwthenaysayers.podbean.com/e/181-Eric-Gilboord/

During the sales process there are two documents;

a) The Teaser - a short (1 page) doc, that gives highlights and is intended to solicit a prospect into asking for more information. This document is shared publicly so is written in a non-identifiable way.

Someone will then express interest and request more information. At that time they will enter into an NDA between our Client and themselves. Once that is signed we would share with them the CIM document.

b) The Confidential Information Memorandum (CIM) is a document into which we gather all the relevant information about the business, including its products, services, financials and markets.
The CIM is ONLY SHARED WITH Prospects that have signed the NDA, and that you have no other objection to sharing information with.

Typically the CIM would contain sections about the business to include;
1) Business Overview and Key Investment Highlights
2) Products and Services
3) Market Potentials and Variables
4) Sales & Marketing Efforts
5) Management Team BIOs
6) Financial Results and Projections
7) Risk Factors (Sometimes omitted) and Successes & Awards
8) Investment Thesis (why this is an attractive opportunity)
9) Anything else that might make this business unique and desirable.

The CIM is NOT a legally binding contract or offer for sale, rather it is a marketing document intended to make your business look attractive to potential investors.

An Investor or Buyer would use the CIM to determine whether they wanted to take the study further and to start compiling their valuation etc. They would likely start engaging and either meeting or asking more questions and from there make some sort of offer subject to diligence and legally acceptable terms to you. 

Included in the WarrenBDC fee is the necessary consultation and document preparation efforts to create these documents, and then to share and solicit this information with prospective buyers.

The final say in the document is ultimately our Clients to make, so at each stage once we have created the documents they are run by you for approval, before being distributed.

Cheers, Colin Ruskin
WarrenBDC

​Excerpt from 'Just Tell Me More - Marketing Tips in 10 Minute Chunks'

​Fanone International is a successful hairdressing salon owned by two brothers. For the past few years, they have talked about marketing. The brothers haven’t developed any specific marketing tools yet, but they meet regularly and plan to do some ‘‘real marketing’’ soon.

The fact that they have not yet created the standard marketing tools, such as brochures and ads, does not mean that they have not been developing and executing a marketing program. The Fanone brothers have been thinking about their business from a marketing perspective and have recognized that marketing is necessary to the success of their business. Their marketing is under way.

A few years ago, they moved the location of their salon and took full advantage of the opportunity to create a new and exciting environment for their customers. The new salon was so interesting they were featured in an industry magazine. They also participate regularly in hairdressing shows, as featured presenters, to increase recognition of their company name. They have reached a level in their profession that many competitors would do anything for. They have accepted offers from manufacturers to represent certain lines of products. And have their own line of products, sold worldwide.

The Fanone brothers were very specific about the type of employees they hired, seeking people with a good attitude toward the business and customers. The brothers want to make sure that they are building the best possible team in order to take full advantage of future, more traditional and new media marketing efforts.

A continuing discussion revolves around the demographical and psychological profile of the customers they want to attract. The atmosphere they have created in their salon is of utmost importance. 

The Fanone brothers regularly review the history of the salon and its past sales. Where did they make money and where did they give it back? What aspects of the business provide the most satisfaction? Are there cycles to the business with up and down times? Can they create promotional opportunities to smooth out the business over the year?

Are they taking advantage of the latest technologies? (Setting appointments on-line through the Internet is an interesting possibility.) Where do they want to take their salon in the future? What lessons can they learn from other salons (anywhere in the world) that are a few steps ahead of them? Can they identify and model themselves after a successful salon (or chain of salons) that is in a position in the marketplace that they want to be in?

The brothers continually review competitors’ literature to assess their position in the marketplace, promotional offers, target group identification, and product endorsements. These small business entrepreneurs want to know all they can about their immediate competition in their neighbourhood and around the world.

They participate in various hairdressing shows, making sure that they are featured onstage demonstrating the latest in hairdressing techniques in order to consistently reinforce their position as a leading edge hairdressing salon. Despite all of these activities, when they are asked whether they are conducting a marketing program, they answer that they are still preparing one.

These two hardworking, thinking entrepreneurs have recognized the importance of marketing and are determined to take full advantage of it. In fact, they are already marketing their business. Every day and through interactions with customers, suppliers, and staff, they are marketing their business because they are aware that every day and every interaction is another opportunity to fine tune their marketing efforts. When they decide to start a more traditional marketing program, they will be well prepared for it. Although these days who is to say what is traditional and what is new?

Many businesses have a best before date to transition.

​It may be best to sell before:

1. Your industry changes too much to keep up with.
2. You're too old to have a choice about transition anymore.
3. Your competitors decide to attack and drive your value down.
4. Your competitors make the move to sell first which can negatively affect your value.
5. You realize your kids have their own lives and are not taking over.
6. You finally see that your staff are never going to buy your business.
7. You are forced to accept the fact that it will take years to get ready, sell and fully transition out of the company and you haven't even started.

Or when the Owner has the realization that they don't actually have an open ended time frame to sell. Your trusted advisors have been asking you to think about selling. So has your spouse or partner. But you steadfastly held them off. Oops maybe they were right. Tic toc.

But like 80% of seasoned business owners, you've been putting it off. As you hit your 60's and 70's you slowly realize you've joined the 70% of owners who don't have a transition plan.

After having spent decades building a successful business, you've walked up to the edge of the cliff with no option to go back. It's a one way trip. You need to cross and time is running out quickly.

The likely outcome from waiting too long is that you may not be able to sell for as much as you could today or you have to sell for less than you need. If something unfortunate happens to you what have you done to your family and their future?

And yes I'm talking to you.

If you're confused, frustrated or just unsure about Moving Forward with selling your business, give me 15 minutes on the phone. I can me help bridge the gap and get you started along the transition path. No obligation other than a short conversation. You have everything to gain including a glimpse into the other side of the gap while learning about how to get there. And nothing to lose.

I really like meeting my readers. Eric Gilboord eric@warrenbdc.com

Excerpt from 'Just Tell Me More - Marketing Tips in 10 Minute Chunks'

​Tom and Joe are brothers who grew up working in the family business. Tom is conservative and, in his own words, not very creative. He chose to stay with the older, established company and continue in his parents’ footsteps, running the business as his father did for the past forty years.

He had no desire to change anything and felt that if he continued to run the company the way his parents did, he would have a nice lifestyle and hopefully be able to pass the business on to his children. Tom was not a marketing-oriented businessman. 

Every year, he followed the same marketing program, conducted seasonal sales, developed the same brochure (substituting a few new products), and worked with the same sales reps his father had employed for many years. Tom felt that if you built a good product, the customers would find you.

Joe, on the other hand, knew that there was more they could do with the business. He wasn’t sure what needed to be done, but he realized that marketing would play a large part in the future success of their business. Joe spent a lot of time out on the road, talking to customers, finding out what competitors were up to, and looking for new opportunities.

Joe often returned from sales trips and trade shows brimming with ideas. He told Tom that they needed to expand their marketing efforts to include new media and a social media program. But Tom insisted that they were doing enough marketing and had no reason to change. Sometimes when a business has been successful, the thought of new activities seems to be an unnecessary expense.

Unfortunately a business owner can wait too long, until the market requirements and competitors catch up to them and it’s then too late.

As time passed, the conflict with Tom became unbearable for Joe. He recognized the opportunities for the family business but knew that his brother would not change. Joe decided to start his own business. He knew that marketing was more than a brochure and the occasional sale. Over the years, he had learned that there are two key components to marketing:

1. Creating and using the various tools available.

2. Managing the marketing program from original strategy and design to the finished marketing materials.

Joe planned to stay in the same kind of business as his family. His first major commitment was to ensure that his business would be marketing oriented. 

He researched opportunities, became familiar with new marketing techniques, and established a long-term relationship with a marketing professional, who helped guide him and establish a team of suppliers to cover traditional, new media and social media marketing. Joe's strategy included using the best of the established methods and continually testing new marketing methods. 

Eventually, Tom’s business stagnated, sales barely kept up with expenses, and profits became a thing of the past. While Tom was suffering, Joe became more successful than even he had dreamed he could be.

Joe hired a marketing consultant. Together, they developed a solid sales and marketing strategy, embraced new technology by establishing a strong database, and conducted ongoing focused communication with staff, suppliers, customers, and prospects. They developed and updated sales tools on an ongoing basis to keep their sales force and customer service staff equipped with the latest in marketing weapons.

In time, Joe absorbed the family business into his own. Tom stayed on but acquired a new appreciation for marketing. Joe continued to manage the marketing efforts and his company grew large enough to create their own internal marketing team. Joe creates the company vision and the entire company carries out that vision.

These cases demonstrate how marketing plays a key role in the success of any small business. Ignoring the advantages that a structured, well thought-out marketing program offers could put your business in jeopardy. Make use of experts, try to benefit from their years of experience and keep up with the newest techniques.

​“Success or failure doesn’t randomly happen to you. You have a large say in when and how much.” EG

Excerpt from 'Just Tell Me More - Marketing Tips in 10 Minute Chunks'

A sign in the window of a convenience store boldly stated ‘‘No Change.’’ The store had been inundated with people seeking change for the subway or for parking, and the owners felt that it was better to keep them out of their store.

By posting the sign, the owners were effectively driving away new business. If they had taken a more positive approach, they would have seen a great marketing opportunity, not a problem. If the people seeking change were viewed not as a nuisance but as potential customers, a completely different strategy could have been employed to bring in new business.

What the owners could have done was equip themselves with a supply of change and posted a large sign reading ‘‘Change Available.’’ It is likely that many of the people who initially came into the store looking for change could have become regular customers over time.

Excerpt from 'Just Tell Me More - Marketing Tips in 10 Minute Chunks'

Lists like this one are usually made up of financial reasons for the failure of a small business. Unfortunately there are also many sales and marketing reasons. Fortunately, there is a positive step that can be taken for each one that will greatly increase your chances for success.

“These actionable tips are the responsibility of everyone who works with you. Make sure they know and understand them.” EG

​1. Face Your Weaknesses. Failure to face up to your weaknesses and a lack of effort to take advantage of your strengths can keep your business in a no-growth mode. Take two pieces of paper and list your company’s strengths on one page and its weaknesses on the other. Note the ways you can make your staff, customers, prospects, and other business associates aware of each of your strengths. On the page of weaknesses, identify steps to correct each problem. Discuss the points with your staff and develop a schedule to address them. No, it’s not really as bad as you think.
​
2. Take Action. Talking about the great marketing program you have been developing and following through with it are two very different actions. Implementing the program is the key to marketing success. Plan all you want, but be prepared to act on all the steps you have identified. Don’t be surprised to discover that there are some steps you hadn’t initially considered.

3. Accountability And Responsibility. Understand the difference between accountability and responsibility. Make sure your staff and suppliers recognize that by accepting responsibility, they are accountable to you and to the rest of the company. It is now their job to get the assignment completed.

4. Don’t Play At Business. Don’t play at being in business. It is not a hobby or a pastime. Think about the message you are sending to your staff, suppliers, and customers. A genuine commitment to the customer and to the success of the business will get you through difficult times. It will also pave the way for much more success in the future.
​
5. Avoid Ad Hoc Marketing. Struggling from one idea to another without thinking your complete marketing story through will typically end in one failure after another. Prepare a program for the year or at least for a complete season. Build on previous efforts to ensure continuity.

6. Seek Employee Buy In. When your staff does not support your marketing program, you are usually destined for failure. Get them involved early in the planning process and incorporate
their ideas.

7. Appreciate Every Customer. A complete disregard for customers is a sure sign that a business is failing. There is nothing more irritating than walking into a business or past a booth at a trade or consumer show and discovering that the person behind the counter is having a personal telephone conversation or reading the paper. Immediately, you are made to feel like you are interrupting. Customers should be welcomed into your business and greeted with your full attention.

8. Spot Trends. Recognize trends, changes, marketing mistakes, etc. A new trend that is different from your product or service is a terrific opportunity to present something new to your customers. New ideas also refresh your staff.

9. No Egos. If you suffer from the ‘‘not invented here’’ syndrome,fix it right away. Great ideas can come from anywhere and fromanyone. Limiting yourself to ideas created only at your company is viewing life through a very narrow lens. Seeking outside assistance and not listening to it is equally dangerous.

10. You Don’t Know It All. The assumption that all of your ideas are right just because they were ‘‘invented here’’ is also dangerous. You may know your business better than anyone else but you don’t know everything. Seek outside help.

11. Control Sales Staff. Lack of control over sales staff will result in missed opportunities and wasted hours. If your sales reps have little direction or support, they could be selling to whomever they choose. Often, they spend much of their time with existing customers and miss large new opportunities. Develop specific sales plans with your reps and review them regularly.

12. Create Tools. If you don’t create proper sales and marketing tools for your staff, you will make their jobs much more difficult. Arm them with well-thought-out selling tools and train them to use the tools effectively.

13. Keep Tools Impressive. If the sales tools you have are unimpressive, out of date, poorly conceived, or lack strategy or focus, they are damaging to sales opportunities. Work with your staff to prepare useful selling tools. 

14. Prepare A Realistic Budget. Don’t force your marketing group to live with a low or non existent budget. Be realistic about your expectations and provide appropriate funding to increase your chances for success.

15. Don’t Try To Spend Your Way To Success. On the other hand, if you spend too much money on marketing, you may not get value for your investment. Carelessly spending dollars on marketing does not always guarantee sales. You may need to rethink the media and promotional offers that currently make up your marketing program. Introduce a social media program that starts with a real strategy and has the manpower to execute it over a sustained timeframe. At least 2 years and if possible forever.

16. Promote Your Website, Content and Social Media Pages In
Traditional Media And Within Each Other. An important lesson recently learned by many participants in the internet is the need to go outside of it to traditional media. Aside from producing a well thought-out website, content and social media presence, the key to success on the net is to let your target group know where your site, articles and social media pages are located. Add your web address and social media pages to all of your communication materials: business cards, letterhead, invoices, flyers, packaging, and cross promoting between all your social media etc.

17. Answer The Telephone Properly. The habit of not answering the telephone properly or having an uninformed person answering it for you can be damaging. Customers and prospects become frustrated when they can’t get answers to their questions. Train your staff well and equip them with the most up-to-date information. If they shouldn’t be answering the telephone, don’t let them.
​
18. Don’t Lose Orders. They are so hard to get these days how can you even think about losing them. The problems of lost orders or orders not completed on time can be easy to resolve. Create a step-by-step fulfilment process with checking systems to make sure that an order is controlled from beginning to end.

19. Promote Yourself. Some business owners believe that the product or service they offer should be as irresistible to others as it is to them and that customers should just come to them without promotion. Not promoting yourself will only serve to keep your business a secret.

20. Encourage Others To Promote You. It is just as important to encourage others to promote you. If someone else has a clear understanding of what your company does and who your target group is, they can help to promote you. Develop a brief statement that identifies who you are, what you do, who you do it for, and why you are different from competitors. Make sure that anyone who may be representing your company to prospects understands this message.

21. Face Negative Word of Mouth Head-On. Negative word of mouth statements can have a devastating impact on your sales, far beyond one or two unhappy customers. Solve the problem quickly and win customers back. Those customers will be your best salespeople. The internet can make this a huge problem.

22. Use Resources Around You. The failure to use readily available resources can lead to wasted opportunities. Seek out mentors government self-help offices, associations, consultants, internet sites, and libraries. Talk to customers and suppliers and study your competitors.

23. Be Better Than Competitors. Don’t just try to be as good as the competition, be better than them, offer something different, provide better service, etc.

Exclusively for Owners only, to explore their transition options in a confidential safe space. This is not a networking event. Attendees will be vetted.
​
If you have questions about growing and or transitioning from your company and would like to get answers in a safe and confidential environment. Take a first step now with WarrenBDC and join us.

Attend a private by invitation only, limited seating event. Get on the list for our upcoming dates now. Our events are typically co-hosted with local trusted Advisors like Wealth Management, Financial Planners, Accountants, Insurance, Lawyers, Family Offices etc.

To learn more about hosting or attending email eric@warrenbdc.com.

COMMENTS ON ROUNDTABLE
​
Thank you Eric. Your warm and candid stories obviously come from your genuine desire to connect with your clients and your years of taking the time to care for their businesses and their families. You discussed complex issues with ease by making them relatable from the point of view of someone who may be unsure of how to go about transitioning their business either to family or to a third party. Thank you for taking the time to educate us in a warm and humorous way. You made a potentially anxiety-ridden experience an actual pleasure.

Regards, Anthony (Financial Planner Co-Host)

This is just a note to follow-up on yesterday’s lunch and dinner events. You engaged the audience so well with personal allegories that resonated with each of them. And thank you for showing such nice solidarity with Maricel, Anthony and me. Much appreciated.

I thought the “Safe Room” setting for our guests was particularly effective: we’ll set up another one soon.

Regards, Jody (Financial Planners Co-Hosts)

Not ready to leave your company just yet? There is an alternative. A way to take some chips off the table, stay involved and make a really nice bonus contribution to your retirement fund. Ease your way out while assisting the new Owners to drive the company to greater success.

A business model being used more often these days is for the Buyer to purchase 70%. The Seller retains 30% and stays on in whatever capacity they are most comfortable. Where required they provide a smooth transition to industry and customer relationships, while sharing their vision and insights for the potential of the business.

As the company increases in value the Seller will enjoy the benefits the new Owner brings to the table. At a predetermined time the remaining 30% is then sold to the new Owners or both parties together sell to another Buyer. Ideally at a much improved value. It's a win win.

There are many ways to transition a business. This is just one. It is in your best interest as the Seller to explore multiple sales opportunities available to you.

As usual, we are a phone call or email away and ready to help. Good luck.

Eric Gilboord eric@warrenbdc.com or 416-270-2466

Forward thinking business Owners (future Sellers) are doing something called a 'roll-up', otherwise known as buying up the local competition or complementary companies in order to grow. 

Smart Owners know some of these potentially selling owners are looking to get out. Wouldn't it be great to finally have that super salesperson work with you now instead of your competition? Gain competitors customers, exclusive or proprietary products, technical expertise and relationships. The list goes on. 

Whole new exciting worlds of possibilities are now open to you and your business.

Sharp Owners also know the trend is for serious Buyers to acquire profitable, larger, more substantial companies. So it makes sense to give them what they're looking for.

If you do the roll-up and integration into your company for them, the Buyer can come along a little later and buy the whole package. No muss no fuss. You get to offer Buyers a much larger and more desirable company to acquire. They get to avoid the whole messy, time consuming exercise of finding acquisitions, doing the due diligence, buying them and integrating the new company into yours. 

Oh and you get to sell a larger company for more money than you ever thought you would see in this lifetime. That is, if you do it right.

In order to do this right, you might need a little help with the whole acquisition, integration and growing part of the plan. That's where we come in.

If you're interested in learning more about how we can assist you with our Acquisition Strategies and Execution capabilities, let's talk. 

To get started or at least to find out what's involved let's have a brief introduction call. If you feel you're getting value and want to continue the conversation we can meet in person. 

Call me directly at 416-270-2466 and ask for Eric. Or email eric@warrenbdc.com

​As boomer age Canadians we've had the good fortune to grow up in what I like to think was a special place. Opportunities for education, jobs, freedom of religion and the list goes on.

Add the fact that many of us have made a good living as business owners and we have a lot to be grateful for. Whether or not you have routinely given to charities, religious organizations and those in need over the years is not important. What you do from here on is.

If you are reading this email then you either will be selling your business or you know someone who will be. After the sale an owner will likely have more time and money to contribute to organizations and individuals to make the lives of many better. Could be here in Canada or in other parts of the world. Giving back should be part of everyone's plan.

In the spirit of giving back and in order to do more and help more I would like to suggest a couple of things:

1. I've said this before and I'm saying it again. If you don't need any more money and are satisfied with what you think a sale will deliver to you in cash that's great. But it's not a good reason to just stay the course until a sale without trying to increase bottom line results.

Consider this for a moment. If you only need $2 million for your postsale life that's great, more power to you and I hope it all works out. However you built your business to make profit. If you could generate an additional $500 thousand or $1 million think about how much more good you could do with it. How many more people you could help.

2. Prepare in advance for the financial rewards you will be receiving from the sale of your company. Plan, investigate who to give to and make sure you are not surprised by unexpected tax issues that could drain your funds and negatively impact your ability to share the wealth. Plan so you can do more good.

On Wednesday July 31, 2019 in the evening, I will be attending an event, 'Charitable Giving' an Exclusive Educational Seminar. Discover more tax efficient ways to give to the charities that matter to you. It would be great to share my table with you.

Charitable giving and tax implications are not my business. Helping owners transition well and enjoy their postsale lives is.

Please consider coming, you'll do others and yourself a lot of good. Bring your spouse.

Details and registration here.

​If you have any questions please contact Maricel Ramos @: (647) 862-5280 or Maricel.Ramos@investorsgroup.com

Hope to see you there.
​Eric Gilboord

The 4 P's of success in life or business are:

1. Patience - Often times it takes years to launch a new idea and still more time to be successful at it. You have little real control over the thinking of others. Be it the world, family, friends or business associates. Some will come around to your way of thinking others will not. You know it's a great idea but 'they' may not be ready for it. The world is not on your clock.

2. Persistence - If you really believe in what you're doing you will not give up. Changing your thinking, adjusting the measurements, and revising your plan are all part of the process. Giving up is not.

3. Perspiration - If you don't do the work nobody else will. You can try paying someone else or coercing them. Unless they see the passion and real commitment from you, likely their effort will not be enough to help you be successful.
​
4. Passion - You can't be taught passion, buy it or be given it as a gift. It is so strong others can see it, hear it and almost taste and touch it in the way you present yourself and your ideas. It can't be faked or forged, true passion is very real. Genuine passion bubbles up from within. You can't contain or control it and without it your chances for success are slim.  Find something you are passionate about and start pursuing it now! It could take a while to get there. Don't forget to enjoy the journey.

Eric Gilboord, A2E
CEO WarrenBDC  
416-270-2466