Selling A Small Business
Selling A Small Business
Selling A Small Business
 
 
 

Sell A Business
 

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Step 1 - Preparation

How To Prepare Financial Statements

 

A set of organized, accurate and believable financial statements will have more influence on a buyer than anything you say, do or promise.

If you don't already have a system in place for tracking your company's finances, begin now to set one up.

Many small businesses (and most single proprietorships) get by with off-the-shelf software like Quicken. But I would recommend that now is the time to hire an accountant - and preferably a CPA. Here is why:

  • A CPA with small business experience may be able to immediately lower your taxes by enough to offset his fees.

  • There will be new tax issues created by the sale of your business, making your CPA's advice and expertise even more valuable.

  • Buyers will trust your financial statements much more if a professional has assemble them. And your financial statements will only help sell your business to the extent the buyer trusts they are accurate.

  • The Buyer will likely have a professional working for him - a trained accountant who will be examining your statements for accuracy and legitimacy. If you don't have a professional on your side, you may be at a distinct disadvantage when negotiating any points that center on your company's finances.

 

The 3 Types Of Financial Statements

Compiled Statements: Here the accountant simply compiles and organizes the information you provide. But the accountant will not test the accuracy of your information and will not vouch for the statements.

Reviewed Statements: Here the CPA goes one step further and takes your compiled statements and compares the numbers to averages or norms in your industry. Profit margin, return on equity or any other metric that is important in your type of business would be included.

If you compare favorably to your industry's averages, this will certainly be something you can point out to buyers. If you compare unfavorably, at least you have identified weak areas that you can address and improve.

Audited Statements: If you decide it is worth paying for audited statements, then your accountant will take the needed time to test the accuracy of the numbers you have provided. Some of the tasks the accountant may perform are to inspect a random sample of accounts receivable for their legitimacy or conduct an actual count of the inventory in your store or warehouse.

While buyers will prefer to see audited statements, most sellers decide they are not worth the extra expense. For most businesses, Compiled Statements will be adequate.

 

Prepare 3-5 Years Of Statements

Ask you accountant to prepare financial statements for at least the last three years. Five years is preferred, but unless your business is new, 3 years should be a minimum.

If you have been in business for 10 years, but only provide the buyer with financial statements for the last year, the buyer will be understandably suspicious. Owners can make short term changes that can make any business look healthier on paper than it actually is. Reducing or eliminating expenses for advertising, training or research/development are common tactics owners make just before they put the business up for sale.

Buyers know this and will be on the lookout for just this sort of short term fix.

The buyer will want to see which way your business is trending over the last few years. If the trend in profits and sales is down, trying to hide that fact is not the way to go.

 

What Buyers Look For In Financial Statements

Every buyer will look for different things in your financial statements. Below are some of the more common areas of interest to a buyer.

Ratios: After determining which direction your business has been trending, buyers will examine your financial statements looking for specific ratios. Each industry has it's own set of financial ratios that are regarded as the most important.

Comparing these numbers allows one business in an industry to be measured against all other businesses in the same industry.

For example, if you are in retail, the measure of "sales volume per square foot" may be the first ratio a buyer looks for. In restaurants, the "% of expenses devoted to food costs" is always important.

If you aren't familiar with the ratios that are most important in your industry, check with the trade associations that serve your business.

Some ratios are common in all industries. "Return on equity", "return on assets" and "debt to equity" are some examples. But even with these widely used measures, what is considered good, bad or average will change depending on the industry.

Once you know how you compare to your industry's averages you will be much better prepared to meet a potential buyer.

Gross Margins: The buyer will look at the gross margins for each or your products (or product lines) to see if the trend is up or down. Declining margins can mean either the product is declining in popularity or the competition has increased.

Accounts Receivable: Buyers will want to see to see how quickly your receivables are paid. Receivables that are more than 30 days past due will be heavily discounted by buyers.

Net Worth: As with so many of the items on your financial statements, the buyer will be most interested in the trend. Has the capital and accumulated earnings been increasing each year or decreasing?

 

What To Do In The Case Of Poor Financial Performance

You can sell your business even if the financial performance over the past few years has not been good.

Although buyers will examine the past to determine you business' worth, they will only buy it if the think the future is bright.

Many buyers will think they are smarter than you and can improve your business no matter how successful you are ... let them think that! If they can see the potential for success in the future then they will still be interested - assuming you have priced the business accordingly.

Here are some things you can do even if you company has struggled in recent years:

  • Be Honest - Buyers aren't stupid. You will never come out ahead by lying or hiding the truth. Even if you somehow manage to get the buyer to sign on the dotted line, you will be setting yourself up for legal trouble once the new owner discovers the truth.

  • Admit Your Mistakes - If you have made strategic decisions that have turned out badly, be up front about it. Better to blame yourself for your company's troubles than a dying industry, a bad economy or unpopular products. These are all problems the new owner will inherit. But if your buyer views the company's current troubles as a result of your bad decisions, he may assume things will improve once he is in the driver's seat. Again: it is to your advantage to let the buyer assume he is smarter than you.

  • Focus On The Future - Even if your company has not prospered in the recent past, that doesn't mean it won't flourish in the future. How has the industry been doing as a whole? What are some opportunities that you missed out on that can still be exploited? If you price the business correctly it can still be a great opportunity for a new owner. Some times a business has struggled because the owner has lost interest or become burned out - if that is the case with you, admit it and show the buyer what a new, energized owner can accomplish.

 

Sell Your Business Tips, Hints & Techniques: Enter your name & e-mail address below and each week I'll send you detailed tips, facts, resources & ideas you can use right away to help sell your business faster and for more money.

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NEXT: Recast Financial Statements

 


The Six Steps To Selling Your Business
Step 1 - Preparation  Step 2 - Valuation   Step 3 - Finding Buyers
Step 4 - Structure The Sale  Step 5 - Due Diligence  Step 6 - Closing

 

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