• Foreword
• Introduction

Chapter 1: Why You Need to Prepare Your Business for Sale

• Introduction
  • Definition of a Small Business
  • Incorporated Versus Non-Incorporated Businesses
  • Business Size Considerations
  • A Word About the Strategic Moves
    
    
• The Partial Liquidation Option
  
  
• The Types of Business Buyers
  • Financial Buyers
  • Strategic Buyers
  • Family Buyers
  • Partner, Shareholder, and Employee Buyers
  • Industry Buyers
    
    
• The Buyer Most Likely to Buy Your Business
  
  
• Methods of Sale for Your Business
  • Sale to a Private Party
  • Sale/Transition to a Family Member
  • An In-House Management Buyout (MBO)
  • Sale to Your Employees Through an ESOP
  • Mergers and Acquisitions (M&A)
  • Public and Private Corporate Stock Sales
  • Leveraged Buyout
    
    
• Preparing Yourself for Selling Your Business
  • Identify Your Reasons for Selling the Business
  • Prepare Yourself Emotionally for Your Business Sale
  • Plan to Stay With the Business for a Time After the Sale

Chapter 2: What Is Your Business Really Worth?

• Introduction
  • Rules of Thumb for Valuing a Business
  • Establish a Benchmark Valuation
    
    
• Business Valuation Methods
  • Asset Based Valuation
  • Market Comparison Valuation
  • Present Value (PV) of Future Earnings Valuation
  • Capitalization of Current Net Earnings Valuation (CAP)
    
    
• Reconstructing the Income and Expense Statement
  
  
• Applying the CAP Valuation
  
  
• Selecting a Valuation Method
  
  
• Timing Is Everything
  
  
• Finding Value in a Business Without Net Income
  • Selling a New Business
  • Selling a Turnaround Situation

Chapter 3: Enhancing the Sales Value of Your Business

• Introduction
  
  
• Maximize Your Operating Profits
  
  
• Streamline Your Financial Operating Ratios
  
  
• Improve Business Income and Minimize Expenses
  • Evaluate All Leased and Financed Assets for Conversion to Owned Assets
  • Evaluate All Ongoing Service and Material Contracts and Agreements
  • Evaluate the Business's Physical Plant
  • Evaluate Your Employee Costs
  • Evaluate All Office Equipment and Computer Software
  • Evaluate All Production-Related Equipment
  • Evaluate All Owner-Specific "Perks" and Benefits
  • Review All Products and Services
    
    
• Other Enhancements You Can Make
  
  
• Anticipate Buyer Concerns
  
  
• Give a Buyer a Good Reason to Buy
  
  
• Properly Organize Your Company
  

Chapter 4: Financial and Tax Consequences of Selling Your Business

• Introduction
  
  
• Financial Considerations
  • Cash Required at Time of Closing
  • Personally Financing the Sale
  • Financing with Promissory Notes
  • Taking Corporate Stock in Payment
  • Taking an Earn-Out
  • Third-Party Financing
    
    
• Tax Considerations
  • Business Sale Structure Relative to Your Estate Plan
  • Recapture of Depreciation
  • Asset or Corporate Stock Sale
  • Installment Sale
  • Converting a C Corporation to a Sub-Chapter S Corporation
  • Sole Proprietorship Versus a Corporation
  • Capital Gains Versus Ordinary Income
  • Estate Planning
    
    
• Real Estate Considerations
  

Chapter 5: Succession Planning for the Family-Owned Business

• Introduction
  Personal Issues
  Giving Up Control
  Facing the Inevitable
  Capability of Your Children
  Multiple Children and Leadership
  Other Heirs
  Inadequate Funding
  Resolving the Problems
  
  
• Strategic Issues
  Financial Issues

• Developing a Succession Plan
  Developing a Strategic Transition Plan
  Developing an Estate Plan

• Developing a Financial Transition Plan
  Life Insurance
  Personal Savings
  Installment Purchase
  Bank Financing
  Corporate Stock Sale

• Succession Plan Checklist
  

Chapter 6: Choosing Professional Advisors and Sales Representatives

• Introduction
  
  
• Selecting an Attorney
  
  
• Selecting an Accountant
• Selecting a Financial and Estate Planner
  
  
• Selecting a Professional Sales Representative
  • Selecting a Business Broker or M&A Specialist
  • Selecting an Investment Banker
    
    
• Obtaining an Independent Business Valuation
  
  
• Involving Your Commercial Banker in the Sale
  

Chapter 7: Putting It All Together: Preparing an Exit Plan

• Preparing an Exit Plan
  • Exit Plan Key Points Checklist
  • Make the Decision to Sell
  • Identify the Most Likely Buyers
  • Identify the Most Likely Method of Sale
  • Establish the Time Frame for the Selling Process
  • Take Action to Enhance the Sales Value of Your Business
  • Business Value Enhancement Checklist
  • Special Considerations for Business Real Estate Leases
  • Select and Assemble Your Team of Advisors and Representatives
  • Determine the Price Range and Your Conditions of Sale
  • Establish Key-Person Employment Contracts
  • Communicate Your Intention to Sell
    
    
• Composing Your Company Overview, Financial History, and Forecasts
  • The Company Overview
  • Financial History
  • Financial Forecasts
    
    
• Assembling "The Book"
  
  
• Accelerating the Sale Preparation Process
  
  
• Marketing, Negotiating, and Selling
  
  
• Managing Your Sale Proceeds
  

Chapter 8: Resources for Preparing Your Business for Sale

• Introduction
  
  
• Business Brokers
  
  
• Mergers and Acquisitions (M&A) Specialists
  
  
• Investment Banker Resources (Large Firms)
  
  
• Investment Banker Resources (Mid-Range Firms)
  
  
• Internet Sites for Buying or Selling a Business
  
  
• Employee Stock Ownership Program (ESOP)
  
  
• Financial and Estate Planning Professionals
  
  
• Succession Planning Organizations
  
  
• Business Valuation and Asset Appraisers
  
  
• Business Valuation Data and Information
  
  
• Initial Public Offering, SCOR, and DPO
  

Glossary

Index

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