We Buy Your Business asked:


We Buy Your Business

Getting out of business is a process. The length of time required to complete the process is directly related to the complexity of the business, and the circumstances underlying the decision to get out. Planning how you exit your business is just as important as how you started it.

The exit process, timing of events; and tasks associated need to be tailored to the type and complexity of the business. Each case is individual because reasons for dissolution differ, and problems that arise are unique to each circumstance. The following checklist contains key elements that should be evaluated as early in the exit process as possible to eliminate pitfalls later on.

The process for exiting a business should include evaluation of the following points:

1. Engage Professionals & Consultants as Team Members.

2. Prepare a List of Assets & Perform a Physical Inventory.

3. Perform a Valuation of the Business.

4. Prepare Detailed Plan & Assign Responsibilities.

5. Release Announcements & Notices.

6. Conclude or Transfer Contract Obligations.

7. Dispose of & Transfer Assets.

8. Settle Accounts Payable & Debt Obligations.

9. Prepare Final Financial Statements & Tax Returns

10. File Articles of Dissolution.

11. Prepare & Issue Special Filings, Notices, Informational Returns, & Taxes.

12. Receive Tax Clearance Notice.

13. Close Bank Account.

14. Store Business Records

The process for successfully exiting a business requires the same amount if not even more planning as starting the business. While the process may be easier, it is likely to be less enjoyable and more stressful. The best advice for business owners is to incorporate potential exit strategies in the early stages of setting up their business. Vigilance and diligent managerial oversight is needed to ensure that complications and problems which could affect dissolution, and net value, do not develop into roadblocks. When the time comes to divest or sell the business, be sure to engage the relevant expertise needed, and prepare an action plan.

We Buy Your Business enables clients an opportunity to sell businesses and business assets fast for cash. If your exit strategy requires a quick divesture option Contact WBYB for cash offer NOW. Website: www.WeBuyYourBusiness.com



Melissa

We Buy Your Business asked:


We Buy Your Business

For some, planning a business exit can be a predictable, methodical process. We know the competition; we understand market demands, know when we want to sell and might even know the actual date. But for far too many business owners, the business exit comes as a harsh reality and often unplanned event.

Protecting your business and assets against the dreaded six D’s of an unplanned business exit can give whole new meaning to the term “Disaster Management”. While every business may experience unexpected pitfalls, careful planning to ensure risk exposure is minimized can assist in keeping you in the driver’s seat when it comes to managing your company. Familiarize yourself with the six D’s of an unplanned business exit: debt, death, disability, divorce, departure and disaster. Know the enemy and look to address all six D’s in your operating and buy / sell agreements.

The Six D’s of an Unplanned Business Exit

Debt:No one goes into business and plans on it not succeeding, but 40,000 businesses fail every month in the United States. When debt exceeds revenue, it is critical to exit timely in order to minimize loses. Understanding limitations and protecting critical assets are key to successful divesture.

Death:Many businesses are solely dependant on their owner’s abilities, relationships, and passion to drive success, and when there is a death of an owner or partner of a business, it can have significant impact to a business almost immediately. While no one wants to consider their own demise, the strength and longevity of a business relies on being able to plan for such a critical loss even if it means downsizing or reorganization. The survival of a business in relation to key individuals needs to be evaluated and exit strategies planned accordingly.

Disability:Unbelievably, death is not as likely to end the business as a disability. A disability to a business partner can put a significant drain on cash flow, daily workloads, and excess down time, all of which can be devastating. Insurance and financial planning towards alleviating such an impact needs to be carefully evaluated especially when dealing with small business start ups where funding and resources are limited.

Divorce:No one wants to plan for a business or personal divorce, yet while Pre-nuptial agreements may be gaining in popularity many people never look to manage such impact to their businesses. What happens when the partners cannot get along? Or worse, you inherit another partner due to a personal divorce settlement? Exiting the business might be the only alternative you are provided.

Departure:It does not sound as bad as death, but it can wreak the same results. A partner, key employees, or other resources decide to go to the competition, retire, burn out, or win the lotto. When they leave, how does this impact your business going forward?

Disaster:If the five D’s above where not enough to impact your business, there are no limit to the other disasters that may occur that were never planned on: robbery, sickness, employee theft, employee turnover, natural devastating events, etc. In today’s post Katrina, 911 world the impact of the chaos theory is enough to keep even the best business minds awake at night. Plan for the worst; strive for the best and know when to get out if need be.

For the typical business owner, each one of the six D’s has special demands on the family, income, taxes, and control of assets. An agreement, commonly called buy/sell agreements, can be used to plan for the impact associated with the dreaded six D’s. A successful sustaining business exists as a separate entity from personal concerns and risk can be reduced by developing mutually fair and equitable agreements prior to these events occurring.

Business is an evolution and travels a diverse path. While some may look on an unplanned exit as a failure others may see an opportunity for growth and freedom.

www.WeBuyYourBusiness.com



Whitney

John Leonetti, Esq., M.S. Finance, CM&A.A asked:


Most business owners believe that an ‘external’ sale of their business is their only (or at least best) Exit Alternative. Typically this is because business owners know that their employees and/or fellow family members don’t have the type of money required to secure a successful exit plan for them. So often times, business owners approach (view or see) the topic of Exiting a business as meaning that they need to sell their business to an outside buyer with enough money to pay them what they want.

So while an ‘external’ sale is intuitively appealing, it’s my experience that an understanding of ‘internal’ transfers will help open up a very good dialogue with a business owner so that they can understand all their options and make a well informed decision. In fact, analysis of an ‘internal’ transfer of the business can be a powerful alternative to a business owner looking for an Exit Strategy. And, depending upon the business owner’s motives, it may be the best alternative available.

‘Internal’ transfers of ownership in a business are often times overlooked because they are not intuitively understood by the business owner and/or the business owner’s advisors. So let’s examine some of the ‘internal’ transfer methods that are available to a business owner to illustrate the benefit of a well-conceived Exit Strategy.

‘Internal’ transfer methods include Employee Stock Ownership Plans (ESOP) Transfers, Management Buyouts (Sales to Family and Management), Gifting Strategies, Private Annuities, Family Limited Partnerships, and Charitable Transfer Strategies. The three (3) primary differences between these ‘internal’ transfer alternatives versus (and the) ‘external’ transfer alternatives are:



(i) the corporate assets, including future cash flows, are leveraged to achieve these strategies;

(ii) the driving force behind these ‘engineered’ strategies is a business owner’s motive of passing the business to someone other than an outside buyer, and;

(iii) the business owners will frequently be considering tax planning and estate planning along with their Exit Strategies. ‘Internal’ transfers, as a general rule, allow for more flexibility in these areas than ‘external’ transfers.



A business owner considering an ‘internal’ transfer can set the price and terms for the transfer and say to their family and/or management team, “Here is what I want/need for my business”. For this reason, ‘internal’ transfers are often referred to as ‘controlled’ transactions because the business owner is working with ‘assets’ that they already possess in structuring their Exit from the business. So if those ‘assets’ are sufficient to achieve that business owners’ goals (based on their motives), then it is worthwhile to examine an ‘internal’ transfer.

This is in sharp contrast to a business owner attempting an ‘external’ transfer because they are often subject to a process that includes outsiders investigating their potential investment in the ‘Target Company’ and then telling the business owners, “Here is what we are willing to give you for your business”. So, the Exiting business owner can expect to lose quite a bit of control over the process. And, because many business owners possess a unique psychological mix of independence, intelligence and control orientation, losing control to an outside buyer often leads to ‘choppiness’ in a deal.

Mergers and Acquisitions professionals will often advise business owners that if the business owner wants to set the price for the deal, then the outside buyer will be setting the terms for the deal. A deal is struck when each party is ‘equally happy’. Or, as one dealmaker said, every successful ‘external’ deal is a “little miracle”.

So, one will naturally ask, “What’s the downside of an ‘internal’ transfer versus an ‘external’ transfer”? Quite simply, negotiating with family members and key employees can be inherently dangerous. These individuals (and their advisors) will require detailed and confidential information from the business owner in order to fully understand all the risks inherent in owning the business – really no different than the ‘external’ buyer. And of course, most business owners are not anxious to share all their information with their employees; it goes against the nature of the relationship amongst workers and owners.

So then, how does one go about negotiating an ‘internal’ transfer? The answer is “very carefully”. And, the most cautious first step that a business owner can take is to engage an intermediary – which can be any one of the existing advisors to that business – to assist with the transaction. Having trusted advisors involved in the process raises the level of objectivity and lowers the level of emotions when negotiating the transfer.

Because, after all, if the ‘internal’ transfer does not work out, it will not add a lot of Value to the business to have [further] frustrated employees due to that business owner’s own doing. It’s easier to place blame for a failed transaction with a third party advisor so that all parties involved can amicably return to the business of running [and not transferring] the business.

Yet another downside to an ‘internal’ transfer is the loss of potential for extraordinary gain on the transfer. As a general rule, ‘external’ buyers for businesses include ‘Strategic’ (or industry) buyers and ‘Financial’ (such as Private Equity Groups) buyers.

A Strategic Buyer of a business stands to offer the selling business owner the highest total Value in buying the business because that buyer can apply ‘synergies’ to the valuation of the deal. In other words, a buyer who is already in the same business as the seller, can eliminate duplicate expenses and acquire new customers for their existing products. These ‘synergies’ help raise the Value of the transaction to the Industry buyer, and a good M&A intermediary will argue for the sharing of those synergies with the selling business owner. This synergistic value is likely not available with an ‘internal’ transfer.

So to summarize my original point, a business owner who wants to Exit their business should be aware of the various methods by which an Exit can be directed. Thereafter, consideration should be given to that business owner’s motives. In other words, what is most important to that Exiting business owner and how can it best be accomplished?

An Exit Strategy is defined as ‘The written goals for the succession of a businesses’ ownership and control, derived from a well thought out and properly timed plan that considers all factors, all interested parties, and the personal goals of the owners in a manner and time period that is accommodative to the business, its shareholders, and potential buyers.’ Accordingly, knowing the pros and cons of ‘internal’ and ‘external’ transfers is a critical step in establishing an Exit Strategy.

Exit Strategies are hard to design and even harder to properly execute. I am pleased that you are pursuing a pro-active interest in Exit Strategies because a pro-active approach to an Exit Strategy is the only approach to a successful Exit Strategy.

© 2007 John M. Leonetti



Beryl