Timing the Sale of a Business

Oct 16, 2018

IBA, as the premier business brokerage firm in the Pacific Northwest, is firmly established as a respected professional service firm in the legal, accounting, banking, mergers & acquisitions, real estate, and financial planning communities.  Periodically, we will post guest blogs from professionals with knowledge to share for the good of owners of privately held companies & family owned businesses.  The following blog has been provided by David Odom of B2B CFO (www.b2bcfo.com):

Timing the Sale of a Business

If you’re wondering when you should begin to prepare to sell your business, you’re not alone. This question is asked by most all business owners when first discussing the concept of exiting their businesses.  Usually, they have not yet begun to prepare for selling their business and yet may be hoping to sell within 3 months to 10 years.  If they are on the planning to exit soon side, it usually takes them by surprise that they are late getting started.  The answer to this question is almost always, “Right Now!”

There are 4 initial aspects to consider when preparing to sell your business:

  • Knowing what you need from the sale, after tax to fund your retirement plan
  • Determining what adjustments are necessary to present accurate financial statements.
  • Management team and infrastructure maturity
  • Due diligence data room compilation of documents.

These four aspects can be done simultaneously, but typically these can require several months to several years to prepare.

Know What You Need From The Sale of Your Business

This step involves assessing your mental and financial readiness to exit the business.  Reviewing with your financial planner what the gap is between what you have in retirement assets and what it will take to fund the chosen lifestyle. Determining the net after tax proceeds is what will fill this gap.

You should also determine what you want in terms of the exit: Do you want to stay employed, would you want to retain some ownership, or do you want to walk away and never look back?  Some business owners are not ready to leave and are more interested in phasing out or keeping their hand involved in a limited way.

Modifying or Restating Your Financial Statements.

Frequently I find that the financial statements of the company are prepared on the income tax or cash basis, which rarely present the true profits and resulting EBITDA.  A recent client had reported on the cash basis for about 25 years and did not understand that the implications of not having accrual basis under the GAAP standards of accounting to present to a buyer, much less to compute the profits and EBITDA.  When we restated the statements under the accrual basis the net income and EBITDA rose by over $1M in the current year, resulting in a larger valuation and this was prior to considering what adjustments to EBITDA could increase this further.

Management Team And Infrastructure Maturity

One of the key steps in preparation is ensuring that the management team is in place and that the owner(s) are not required to keep the business running.  If the owners sit at a key team member such as the primary engineer, sales generator, service provider, estimator or other role this role must be filled by another person.  The seller will depart, and it is important that the buyer has a management team without a glaring hole in a critical position.

The phrase to “de-personalize” the company of the owner means to ensure continuity of all management positions is offered to the buyer to ensure the company will not suffer when the owner is no longer in the office.  Some owners don’t realize how much they are still holding on to duties and responsibilities that keep them from being able to take large blocks of time away without any loss of productivity to the company.

Preparing for Due Diligence Before Selling Your Business

Several years ago, I was introduced to a business owner who was already under a Letter of Intent by a public company, interested in purchasing the company.  The first day, I walked in and the owner handed me a requested list of documents for the upcoming due diligence examination by one of the national CPA firms.  This list comprised 160 separate items ranging from organizational, financial, employment, legal to environmental items that no one had started to compile.

This process took about 6 weeks and we were behind the curve the entire way, seeking to build a response which impacted the quality of some of the information we were to provide.  This caused the offer to be lowered due to inadequate time to prepare the necessary items.

In contrast, I worked with another company a few years ago who had prepared the preliminary documents and had them organized on a network drive. This information was ready to populate a data room when they entered into an agreement to be examined via a letter of intent.  The due diligence phase went smoothly, and when the requested list was provided we were able to supplement the prior documents quickly.

This list of typical documents is readily available and when time allows to work ahead of time, the amount of stress is lessened during this phase of preparing to sell your business.

In summary, preparation for this type of once-in-a-lifetime transaction can increase the value, lower the stress and ensure you have identified the areas that must be fortified to maximize the sale price and demonstrate that your company is well prepared for any buyer at any time.

David Odom (www.davidodomcfo.com) is an experienced CFO / Exit Planning Consultant with over 30 years of expertise serving small to mid-ranged companies in finance and accounting. His background includes working in public accounting, for a Fortune 100 construction company, founding and managing a CPA firm for 15 years, prior to purchasing an international brokerage company and acting as its President and CEO. Recently he served as the Executive VP and CFO for a $35 Billion real estate brokerage franchising company on the West Coast, which accounted for approximately $900 Million in commissions and $40 Million in franchise fees.

As a B2B CFO® Partner, he has provided CEOs and business owners with insights into the key metrics within their industry that measure performance, efficiency and profitability. He has the ability to quickly master the industry financial pressure points and assist to measure, monitor and improve the operations of the company in developing key performance indicators. If you have questions regarding Mr. Odom’s article or the services he provides his clients he can be reached at (425) 765-5734 or dodom@b2bcfo.com.


IBA, the Pacific Northwest’s premier business brokerage firm since 1975, is available as an information resource to the media, business brokerage, and mergers & acquisitions community on subjects relevant to the purchase & sale of privately held companies and family owned businesses.  IBA is recognized as one of the best business brokerage firms in the nation based on its long track record of successfully negotiating “win-win” business sale transactions in environments of full disclosure employing “best practices”.