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Moving On
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Moving On
by James F. Grebey
Moving On
Cover
Title Page
Copyright
Dedication
About De|G PRESS
Acknowledgments
Contents
Preface
Chapter 1: Let’s Have a Conversation
Shadow of the Missing Owner
Staying In or Getting Out
Who Will This Book Help?
Chapter 2: Avoiding Seller’s Remorse
Why Are You Selling Your Business?
Retirement
Stepping Up
Getting Out from Under
Partial Exits
Your Goal Is to Maximize the Value of Your Business
Not Every Business Can Be Sold
Can I Sell My Business If It Has “Warts”?
Why Do I Need to Position My Business to Sell It?
I’m Really Busy—How Much of My Time Will It Take to Prepare My Business?
How Long Will It Take to Sell My Business?
And a Final Consideration
Jim’s Bakery Example: Overview
Chapter 3: The Sales Process
Sales Process Tasks
Breaking Down the Steps
The Decision to Sell
Identify Your Transition Team
Position Your Business
Interview Bankers and Brokers
Listing
Prepare Marketing Materials
Create a List of Potential Buyers
Qualify and Down Select Buyers
Letter of Intent (LOI) and/or Purchase Agreement
Buyer’s Due Diligence
Closing
Transition Support
Chapter 4: Start Thinking about the Value of Your Business
Make Sure Buyers Have the Correct Image of Your Business
Does Your Business Have “Curb Appeal?”
Be Prepared to Demonstrate Your Business in Operation
Talking to Your Employees
Jim’s Bakery Example
Chapter 5: Who Are Your Buyers?
Business Buyers Are Not Impulse Buyers
Qualified Buyers
Looking for Strategic Buyers
Looking for Financial Buyers
Get to Know Your Buyer
Be Open to “Earn-Outs” and “Stock Swaps”
A Word about Ethics
Jim’s Bakery Example
Chapter 6: Marketing Your Business
Where Are Buyers for Your Business Going to Be Found?
How Will You Market Your Business?
Getting Professional Help
Selecting a Sales Agent/Intermediary
Having Your Say
Marketing Materials
Market Relevance
Know Your Competition
Markets Are Dynamic
Your Business Is for Sale. Shhhh, Be Quiet, Shut up!
Down Select
The Single Buyer Slump
Jim’s Bakery Example
Chapter 7: Preparing for a Due Diligence Financial Assessment
If You Want to Sell Your Business Get Your Head out of the Financial Sand
Putting your Financial House in Order
The Dichotomy Dilemma
Recasting Your Financials
Third-Party Audits
Looking Toward the Future
Future Performance Should Be Based on a Solid Foundation
Jim’s Bakery Example
Chapter 8: Preparing for a Due Diligence Legal Assessment
Legal Positioning Casts a Wide Net
Create a Milestone Calendar
Government Regulatory Compliance
Intellectual Property
Patents
Trademarks
Copyrights
Intellectual Property (IP) Assignment
Capturing IP
IP Violations Can Cost You
Jim’s Bakery Example
Chapter 9: Preparing for a Due Diligence Operations Assessment
Start an Internal Risk/Opportunity Management Program for Your Business
What Is the Scope of the Enterprise?
Preparing for a Customer Satisfaction Infrastructure Assessment
Preparing for a Production/Services Infrastructure Assessment
Preparing for a Sales and Marketing Infrastructure Assessment
Preparing for an Organizational Infrastructure Assessment
Prepare an Organization Chart
Don’t Overlook the Informal Organizational Infrastructure
Preparing for a Personnel Infrastructure Assessment
Preparing for a Financial Operations Infrastructure Assessment
Preparing for a Legal Operations Infrastructure Assessment
Preparing for an Information Management Infrastructure Assessment
Preparing for an Institutionalized Processes Infrastructure Assessment
Jim’s Bakery Example
Jim’s Production/Services Infrastructure Preparation Example
Jim’s Sales and Marketing Infrastructure Preparation Example
Jim’s Organizational Infrastructure Preparation Example
Jim’s Bakery Personnel Infrastructure Preparation Example
Jim’s Bakery Financial Operations Infrastructure Preparation Example
Jim’s Bakery Legal Operations Infrastructure Preparation Example
Jim’s Bakery Information Management Infrastructure Preparation Example
Jim’s Bakery Institutionalized Processes Infrastructure Preparation Example
Chapter 10: Due Diligence
Due Diligence Is a Continuation of Negotiations
The Due Diligence Process
Document List
Preparing an Asset List
Tangible Assets
Intangible Assets
Preparing for the Due Diligence On-Site Assessment
It’s a Good Time to Build the Relationship
Post–On-Site Activity
Jim’s Bakery Example
Chapter 11: Describing Your Business Model
Prepare an Elevator Speech
Prepare a Written Description of Your Business Model
Beware—Business Models Change
The Franchise Business Model
Strategic Decisions Should Be Tested by the Business Model
Business Models Affect Valuations
Make an aaS of Yourself
Jim’s Bakery Example
Jim’s Bakery Business Model
Chapter 12: Writing Your “Book”
Your Book Is a Business Plan and a Marketing Proposal
Using a Third Party to Write Your Book
Generating Content for Your Book
Your Book Provides the Pith of your Business
How Long Should Your Book Be?
Book Outline
Overview
Market
Competition
Business Model
Product Descriptions
Sales Performance and Projections
Operational Description
Financial Summary
Protecting Your Work
Create a Short Handout
Jim’s Bakery Example
Chapter 13: Create a Virtual Model of Your Business
Your Financial Reports Should Be Your Greatest Sales Tool
Creating a Spreadsheet Model of Your Business
Use Linked Spreadsheets for Greater Fidelity
Monthly “Actual” Input
Jim’s Bakery Example
Chapter 14: Valuation
Financial Analysis and Certified Appraisers
Value vs. Price
Use Caution Applying Metrics
Automation Can Help
How Can a Professional Appraiser Help You?
Valuation References
Jim’s Bakery Example
Chapter 15: Partners, Vendors, and Other People Who Care
Cleaning up the Ownership of Your Business
Prior Investors
Outstanding Debt
Vendors and Critical Suppliers
Remove Any Blurred Lines
Chapter 16: Who Are the Deal Makers?
Finding Professional Help
Business Brokers
Investment Bankers
Types of Buyers and Investors
Banks
Venture Capital Companies
Angels
Beware of Sharks
Chapter 17: Loose Ends and New Beginnings
Transition Planning
Future Insurance Needs
Buyers Change Hats, and You May Too
Taxes
Asset vs. Equity Sales
Lock-outs
Taking the High Road
Become a Consultant
Appendix A: Example Marketing Handout
Appendix B: Example “Book”
Jim’s Bakery, Inc
Jim’s Bakery, Inc
Overview
Market
Competition
Business Model
Product Descriptions
Sales and Marketing Projections
Operational Description
Financial Summary
Index
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Index
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