Excerpt from our online program.  ​Sell Your Business 4 More

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

The 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 your own.
   
So what should irrelevant mean to you in the context of selling 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 around the time of selling or within a few years. Buyers will interview your employees and they will find out who is staying and who is going. Start training their replacements as well.

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 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.

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. 

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.

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. Power                                                                     Replacement

2. Power                                                                     Replacement

3. Power                                                                     Replacement

4. 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

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.

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.

4.4 Teaser And CIM - Confidential Information Memorandum
(From our online program Sell Your Business 4 More.
Free when you engage with WarrenBDC)

​As part of the listing process and in order for your Intermediary to be able to provide good and accurate information to a prospective Buyer, they will need to assemble the following information. Starting your work now and being ready for the Intermediary is key to selling faster and for more.

As soon as you select the Intermediary and or as part of the selection process you can review it together. Do not hesitate to ask questions for further clarity, and make sure that you are both on the same page. In fact the entire transition team needs to be on the same page. Together you will have captured the greatest value of the business to be presented to a prospective Buyer in the best light.

It is not unusual for prospects to ask for further specific information as part of their review. When this happens we urge you to treat these requests with urgency as it is imperative to keep the process moving, you don't want the prospective Buyer to go looking at some other business over yours! They are always looking.

Buyers will need to first see a Teaser followed by a Confidential Information Memorandum The Teaser is a generically worded high level overview. Since this document will be going to the public and not subject to an NDA, it should be very generic, not identify the Seller but contain sufficient details to interest a Buyer to look into your business a bit further. This document will be created together with your Intermediary at the time of listing.

Once the Intermediary has gathered some interest from a prospect and determined suitability they would then release the secondary document the CIM or Confidential Information Memorandum always under a signed NDA.

The secondary set of documents, CIM, typically includes:
​
•   3 years Income statements.
•   Balance sheets.
•   Cash Flow statements.
• A 'business deck' to tell the story and better explain the business. Staff, industry, positioning, customers, locations etc.

These documents need to be accurate and correctly reflect the reality as they will become the basis under which a Buyer will issue a LOI or Letter of Intent and begin the Due Diligence process. Any variance here between what you present and what is found out to be the truth by the Buyer will result in a discount, failure to close, or if really bad, litigation for misrepresentation and Buyers costs of Due Diligence.

Exercise - Questions, Tasks And Documents To Be Supplied To The Intermediary

Your Intermediary will use this information to effectively communicate your story to Prospective Buyers.

A. The quick business summary or Teaser to share with prospective Buyers.

B. The detailed Confidential Information Memorandum (CIM) - which is only ever shared subject to your approval with a prospect that has been vetted by the Intermediary and who has entered into an NDA with you.

C. They will also use this knowledge to help validate and discuss the business further with prospects who have received a CIM and provided a signed NDA.

The information to be assembled will include the following and likely some additional items particular to your selling situation, company and industry.

1. A brief history of how your business came to be, significant events, items that help paint a story. These may be the same items you would relate to a new or prospective client.

2. Last 3 years of Accountant prepared financial statements - Income statement, Balance sheet and Cash Flow Statements for the business/s. If more than one financial entity then provide similar documents for each or a consolidated set of statements. Indicate intra company transactions, and whether all statements are prepared to the same accounting and revenue recognition standards.

3. Year To Date 'in house' financial statements with aged Accounts Receivable, Accounts Payable and Inventory list for the same period. If multi-company you will require the same for all entities.

4. Statement of earnings normalization (EBITDA) in line with fiscal year ends that identifies all non-recurring expenses and salaries and other expenses directly related to you the Seller.

5. List of top 5 - 20 customers for last 3 years by $ volume & indicate length of relationships. Typically 20% of your customers represent 80% of your income.

6. List of key suppliers representing 60 - 80% of your spending and $ amounts spent with them over the last 3 years. Also a few words about each, including length of relationship and if there are any formal exclusivity agreements.

7. Staff Organizational Chart. Also need to identify key personnel, tenure and what they do.

8. Brief biographies for each of the key personnel identified in the Org. Chart.

9. Key terms about Building Leases, Car Leases, Equipment Leases, Long Term Obligations.

10. Who your key competitors are and a few words about each. Any changes recently, bigger, smaller, new management or important internal key person promotions.

11. Who manages your Supplier relationships? Will there be an impact by your selling or easing back your personal involvement and how long do you think it would take to transition back to normal?

12. Who manages your top Customer relationships as in #5. Will there be an impact by your selling or easing back your personal involvement and how long do you think it would take to transition back to normal?

13. What is the typical sales process and marketing out-reach program? This question can be answered at a high level for now and will be required to be provided in more detail as you go through further Buyer discovery.

14. General questions

14.1 What are some of the potential barriers to entry of others into this market?

14.2 How and why are you winning business?

14.3 Why do customers keep coming back?

14.4 Change in any key customers over the past three years and if so why?

14.5 Change in any key staff in past three years and if so why?

14.6 Do you have ongoing contracts with customers / commitments?

14.7 A few sentences or at most paragraph for each, highlighting any; Special Intellectual Property, Patents, Equipment, New Products, New Clients, Recent Growth, Future Forecasts, Significant events.

14.8 Other points that you feel would improve the business case.

You are either delusional about the value of your company or you are working with a verified figure as a potential selling price. There are typically two different kinds of Sellers when it comes to Owners wanting to sell their business. 

OWNER 1. The Owner who has a realistic view on what his/her business might be worth, how much it might sell for. They may have spoken with their Accountant, a Business Broker, an M&A firm or a Consultant who specializes in selling businesses. Hopefully more than one.

Insights from friends who have sold businesses within your industry may have some similarities between their situations and yours. They could be a reliable source. But need to be verified.

Realists usually arrive at a value with about a 10 % margin of error.   

OWNER 2. The other Owner who has no idea what their business might be worth and they have not done any of the work to find out. They have a figure in mind derived by simply pulling it out of the air. Or the selling price is based on a need for X amount of dollars. What they think might be needed for an easier retirement. What they think they deserve after decades of building the business. Or they just have the desire to sell for this magic number. A number that comes from nowhere tangible.

Typically the Owners who have manufactured a number tend to be way off. I speak to Owners all the time who are looking for a $6 million dollar payday. However, when you look at the mathematics of the business it's actually worth $600,000. Now that sounds like a big spread and it is. If you're going to dream, dream big.

The reality is, Owners with a reasonable understanding of what their business might be worth and those that do not are two very different Sellers. Owners living in a fantasy world believe a Buyer should pay a lot for the opportunity the business offers. News flash, if it has so much opportunity why haven't you done it yourself? If I'm doing the work to seize the opportunity why would I pay you more than the business is worth today? 

Owners living in the real world are not frustrated by the selling process or disappointed by a lack of offers. The Selling process can be a rewarding and 'relatively' stress free experience. Or it could be the most painful, discouraging and debilitating experience of your life.

Up to you.
​
So the moral of the story with this weeks post is about being realistic. If you have no idea what your business might be worth give us a call. We'd be happy to help you work that number out.

Truth counts and hurts sometimes. We will give you a realistic view of what the business could possibly sell for. You might not like what we have to say or you might be thrilled by what we have to tell you. We won't know until we look at the numbers. 

Which Owner are you? The realist, the dreamer or the one willing to hear the truth regardless of what it is.

Before you run off and try to sell your business for X amount of dollars, it might be smart to get an accurate accounting for what your business could actually sell for. 

So click on one of the buttons below to DIY (do it yourself) or let us help you.

Selling your business is typically not easy. It requires preparation of both the Owners personal stuff and the company items that need to be addressed.

In fact the better prepared you are, the easier it is to sell and the more money you will get.

Getting prepared starts with looking in the mirror. Coming face to face with your desire to prepare and a realization of how close or far you are from selling.

Here is an Owner focused visual aid to quickly help bring your reality into focus.

Selling your business is typically not easy. It requires preparation of both the Owners personal stuff and the company items that need to be addressed.

In fact the better prepared you are, the easier it is to sell and the more money you will get.

Getting prepared starts with looking in the mirror. Coming face to face with your desire to prepare and a realization of how close or far you are from selling.

Here is a company focused visual aid to quickly help bring your reality into focus.

Why Do You Require An Intermediary To Sell Your Business?

Intermediaries, bring Buyers and Sellers of businesses together and facilitate the process. Hopefully to a positive conclusion in the form of a successful and confidential transition.

As a business Owner you're running the company day to day. You don't have the time for a steep business selling learning curve or to fulfill all the necessary requirements for documents, discussions, decisions, negotiations and tasks as outlined in our program.

You require a transition team leader and/or Intermediary to complement you and take on all the other responsibilities for a successful transition.

The Intermediary starts by working with you to fully understand what your expectations for a successful transition are. If they are not, in the Intermediaries experience, achievable you need to work together to come to a compromise or agreement. Remember the Intermediary should be on your side working for you. Not just trying to complete a transaction to get paid.

Their next step is to gather information to determine a realistic timing and achievable selling price for your company. This is the opening challenge, coming to an agreement on these two items. If you can't do this then the exercise will be difficult and possibly not worthwhile for the Intermediary or the Seller.

Seller's Job And Intermediary's Job

During the transition process, the Seller’s job is to do what they do best, which is to run daily operations continuing to maximize profits. The Intermediary's Job is to prepare the presentation of company financials, corporate story, NDA, marketing materials ie Teaser or introduction document and CIM - Confidential Information Memorandum, market your business, identify, qualify and educate Buyers, and then negotiate the sale. 
All the while keeping the Seller 'sane' during a very stressful selling and transition process. At some point they may have to talk you down off the ledge.

Determining An Achievable Fair Market Value For Your Company

As a Seller you want to work with an Intermediary possessing a strong knowledge of current, up to date, market conditions. They will explain the different methodologies as to how businesses are valued in the current marketplace.

After reviewing all the pertinent company information, your Intermediary will give you a range for what the market is currently paying for comparable businesses. If necessary they can arrange for a formal business appraisal from an accredited certified business Valuator.

Facilitate The Negotiation With The Buyer

Selling your business will likely be at least or more emotional than you might expect. Much like selling your home, there is a huge benefit in using an Intermediary to quarterback all aspects of the transaction while keeping both sides calm. The Intermediary will communicate your thinking to the Buyer without the emotion and return the favour by bringing the Buyer's thoughts back to you in a calm factual way.

Confidentiality And Discretion

Confidentiality outside your business and discretion within is crucial to the success of your relationship.

A good Intermediary will be discrete about the sale of your company. Employees will get nervous when they learn your business is for sale. As well customers, competition and outside resources like suppliers and creditors may also react negatively if word gets out you're selling.

Your Intermediary will secure the following from a prospective Buyer:

• Non Disclosure or Confidentiality Agreement outlining their legal responsibilities in having access to your confidential information.
• Buyer Profile stating their background, experience and how it may relate to the purchase and continued successful running of your business.
• Personal Financial Statement demonstrating up front the Buyers' capability to produce the funds necessary to buy your business and their ability to produce efficient working capital to sustain current operations.

Marketing Your Business

A good Intermediary will possess a data base of qualified Buyers and a network of resources to bring additional qualified Buyers to the table. 

Professional Advisors
​
As well an Intermediary will have a curated list of professionals on their team to fill in the blanks for any required services your team does not have from valuations, legal, accounting, tax, insurance and wealth management to deal structuring and all the other things that can pop up. 

COULD THIS BE YOUR LEGACY?
In my experience, within the SMB world, some Owners are definitely looking at buying up their competition in order to grow or to eliminate them altogether. It might be that you are a $3-10 million company within a narrow specialty niche. Your competitors could be 3 or 4 players, also with boomer aged owners, all doing the same amount of business as you or a little less and all wanting to get out.

Bob is 53 years old and his company has sales of $4 million annually. They have remained at this level for the past 10 years mainly because he and his partner were comfortable, made a good living and didn't need the perceived headaches of running a larger company. So little effort was made to grow the company. 

He believes his operations skills are superior to his competitors and he could therefore run their businesses better than they could. His partner Joe is 68 years old and wants out. He is not interested in growing. Bob thinks differently, he has another 10 years or more in him and the idea of going out on a high has gotten him re-energized about his own company. So Bob now has the opportunity to fast forward growth by buying out his partner and his competitors.

Here are the next steps highlights as we have outlined for Bob to create an Exit Plan that will allow him to retire on a high note. Possibly with greater success than he had ever imagined.
​

1. Bob has to first buy out his partner. To do this he needs advice and capital that we will provide.
2. Bob now has 100% of his company and makes decisions as he sees fit. So growing and acquisitions are definitely on the agenda.
3. Before he can think about buying his competition and growing he needs a plan. We will help him develop and execute a plan.
4. He needs to buy out 3 of his key competitors. Two have annual sales of $2 million dollars and one is at $1 million in annual sales. To do this he needs advice and capital that we will provide.
5. Now Bob is running a $9 million company post purchase and likely has some new challenges that come with larger organizations. We will provide him with our team members who possess the skill sets he requires to run and grow the larger company. Bob can run this as a $9 million dollar business or he can choose to grow it further before he exits. He may choose to grow it to $15 or 20 million or more and then sell. It's up to Bob and how much work he is willing to put in.
6. In order to exit successfully Bob will need an Exit Plan. We will develop that plan with him and help execute it. 
7. He will require a buyer(s) and we will identify them. He will also require our team to represent him in the sale.
8. Bob will have now taken a lifetime of experience and grown and sold a company worth significantly more than the company he was running with his partner when we first met. Quite an achievement and a great way to go out on top. Not to forget he will be significantly better financed for his retirement.

Interested in talking about this kind of legacy for you? Contact Us

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 carry forwards (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.

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

SELLING YOUR BUSINESS?
​Ask yourself these 20 questions. Be completely honest. It's a quick score and an easy way to see how a Buyer will perceive your company. 

By Eric Gilboord A2E

1. Talk To Other Entrepreneurs.  Talk to them about how they started a marketing program. You are not the first person to do this. Others have gone before you and are usually willing to share their experiences. Lessons can be learned and costly mistakes avoided.

2. Don’t Get Overwhelmed.  Acquire a basic understanding of marketing to avoid being overwhelmed and to help reduce the fear and anxiety that occur when you enter an unfamiliar area. Read books on marketing and take marketing courses. Become familiar with marketing terminology and activities.

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

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.

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.