Below is a short list of the minimum documentation you will need to provide your business broker before he or she can begin marketing and representing your business for sale. Keep in mind that having everything prepared and completed before you market the business is essential. First, your broker will be able to better analyze your business for potential pitfalls giving them time to come up with solutions before problems arise or adjust the expectations of the sale to the seller. Second, there is nothing that dampens a buyer's interest in a business more than waiting around for documentation.
Remember, buyers are looking at a variety of opportunities at the same time. They will grow tired of waiting and become frustrated (and possibly distrusting) if requests for information drag on and on. Finally, your business broker presents the best aspects of your business to a buyer much like the way a lawyer tries to win a court case. With more evidence to prove your case, the greatest chance for success! Don't skimp and expect buyers to be impressed.
Profit and Loss statements for the past 3 years
This report (along with a Discretionary Earnings analysis which is created from the P & L) is the main evidence a seller and their broker will use to justify the company's purchase price. In the past, parties have refused to share this information claiming it was proprietary or a vital business secret. Understand P&L are private information, but without the broker being able to review them and then share them with a potential buyer (at the appropriate time) in most cases, you will not sell your business.
Interim Profit and Loss statements.
Potential buyers will want to be assured that the business's sales have not dramatically decreased since the business was put up for sale. This statement can also be a great device to allow the seller to prove how lean and profitable he or she can run the business.
Income Tax Return (Corporate or Schedule C)
In most sales, buyers will ask to take a look at the Federal Income Tax Returns. There are many companies whose Tax Returns do not match their P & L perfectly. This is information that must be known from the beginning of the sale. It is better to explain the situation to a potential buyer than have them feel the seller was not upfront with them. If the seller is unwilling to share Tax Returns at the appropriate time (after securing an offer) most buyers will not want to continue with the purchase.
Copy of Lease (including latest amendments and or assignments).
The lease can be a deal killer (especially if ignored until the later part of the sales process). Review your lease with your broker; find out if it is assignable. If it is not, you or your broker should contact the landlord and discuss the possibility of a new lease with a qualified buyer. Find out what the landlord is looking for in a buyer so your broker can use these standards to qualify any potential purchaser.
Complete list of Furniture, Fixtures and Equipment.
This list will be become part of the final purchase agreement. Having a completed list to review during a tour in the due diligence process will insure that the buyer and seller have no miscommunications regarding what is included and what is not included. Any equipment that is not fully owned by the business must be noted. If it is on loan from a distributor or being purchased through a capital lease, your broker and any potential buyer must be notified.
Remember, this is the bare minimum of documentation need to start marketing a business in most cases. I have a more detailed list, but not all parts of it are applicable to every type of business (e.g. Franchise agreement, Aging A/R report, copy of necessary licenses, ect.). As general rule, the more complex or large the operation, the greater the amount of information your broker will need.
As a final note, this list does not include the supplemental information the broker will need to understand the details of you operation (history, competitive edge over competition, employee details, etc.). Every brokerage has different interview processes with their sellers, but once again, the more information you give your broker the better equipped he or she is to represent your company in its best light.
About The Author: Joe D. Robertson, CBB is the broker / owner of Southern California Business Broker. Joe has over eighteen years of experience owning, operating and selling successful businesses. Joe can be reach by phone at 949-307-3817.
Watch for more blog posts / articles from me in the future!
|Helpful Resources To Assist In Selling And Buying California Businesses|
|Janet Carrera: Escrow & Bulk Sale Service - SF Bay Area
Redwood Escrow Services, Inc. is a full service, licensed independent escrow company. We are EAFC Fidelity bonded, fully insured & licensed with the Department of Corporations. Committed to offering our clients the most comprehensive variety of escrow services available. Phone Janet at 510-247-0741.
|Shalonda Chappel: Escrow & Bulk Sale Services - Southern California
Escrow services to brokers/agents, sellers, & buyers. Established 43 years. Extraordinary service. Experienced with handling difficult transactions. One stop for all your escrow needs: Bulk sales, lien searches, UCC searches, liquor license transfers, publishing & recording services. 951-808-3972.
|Elizabeth McGovern: Escrow Services - San Francisco Bay Area
McGovern Escrow Services, Inc., is a leading independent escrow company. We are a trusted partner with our clients, assisting them through the tangled bulk sale & liquor license transfer process. We provide attentive, quality & innovative customer service. Phone Elizabeth McGovern at 415-735-3645.
|Diane Boudreau-Tschetter: Escrow & Bulk Sale Services - CA
California Business Escrow, Inc. is a full service independent escrow company serving all of California and has expertise in a wide range of escrows. Our team prides itself on providing an exceptional escrow experience. For more info phone Diane Boudreau-Tschetter at 888-383-3331 or 209-838-1100.
|Helen Yoo, New Century Escrow - Escrow Services In Southern California
New Century Escrow, Inc. is a fully licensed & bonded independent escrow company. Over 20 years combined experience in handling bulk escrow transactions. Multi-lingual staff that speaks your language, including Korean, Chinese, Vietnamese. Call Helen Yoo direct at 626-890-1151.
|Brad Steinberg, Business Broker: Laundromat Specialist
PWS is the leading laundromat broker in California. Since 1968 PWS has brokered over 2,500 laundromat sales. With over 90 employees dedicated to the coin laundry industry, PWS has 18 licensed agents, a 3 person in-house finance department, 10 service technicians and a 20 person parts department.
|William F. Ziprick, Attorney: Legal Services For Buyers And Sellers
Through creative problem solving, attention to detail, accessibility, & understanding that unnecessary delay is often a deal killer, I work closely with my clients and other professionals to consistently achieve a high rate of closings. Office: 909-255-8353, Cell: 509-951-7230.
|Related Articles, Events, Blog Posts, Discussions, Videos, Interviews|
|Buyer Beware: Does A Company's Culture Effect The Sale Of A Small Business?
When purchasing a small to mid-sized CA business, there are a many items to evaluate. One area that is often overlooked is the business's office culture. Peter Siegel, MBA with BizBen discusses with business buyers the importance of understanding how the business "feels" on a day-to-day basis.
|5 Myths About Selling A California Business: Best Tips For Sellers & Brokers
Peter Siegel, MBA (at 925-785-3118) - BizBen Director discusses myths associated with the process of selling a business and some of them can actually cause deals to fall through. Don't let your sale be comprised, be aware of these common misconceptions related to the process of selling a business.
|What Is The Typical Business Broker Fee For Sellers And Buyers? Who Pays It?
Was just asked the question from a business owner what the "typical commission" amount is for a broker or agent and if upfront fees are common? Thought this might be a great Discussion topic on BizBen for both business owner/sellers and potentially for business buyers (buyer representation).
|Valuing A Business - Do You Add The Inventory Amount To The Price Or Not?
A business buyer asks how to handle the inventory amount in the purchase price of a business. Do you add the inventory value to the business value? Peter Siegel, MBA (ProBuy & ProSell Program Advisor - Lead Facilitator ) answers this question with the BizBen Network of advisors and resources.
|Back-Up Offers: Crucial When Buying Or Selling A California Small Business
An often overlooked aspect of selling (or buying) a small business is taking back-up offers during the entire process of selling (or buying) a business. Most sellers (or buyers) don't realize that over fifty percent of all deals/contracts fall out escrow or contract for one reason or another.
|Key Tax Considerations In A Deal: Deciding Between An Asset vs A Stock Sale
There are a number of the critical tax-related factors which should be reviewed by a party with their legal and tax advisers in determining the best structure for a sale transaction, i.e., whether it should be an Asset Sale or a Stock Sale. Attorney William Ziprick, Esq covers this topic.
|How Do I Navigate Through The Negotiation Process When Buying A Business?
Negotiating the terms of a business deal is a delicate process, where one wrong move can cost you the business that you wanted to purchase. Peter Siegel, MBA (BizBen ProBuy Program) discusses the ins and outs of negotiations, and how to work well with the seller to get a deal done.
|Why Deals Fall Out: Unrealistic High Asking Prices Are Usually The Reason
The unfortunate truth is that approximately 50% of all small business sales transactions fall through. While failed transactions can happen for a variety of reasons, Peter Siegel, MBA (BizBen Founder & Lead Advisor) discusses the most common reason deals fall through; unrealistic asking prices.