Sanctorum Group Holdings

Preparing Your Business for Sale
Part 6:
Identifying Business Assets

Blog,Exits and Retirements,Think Like a Shareholder,Valuation Increase,Wealth Building
Exits and Retirements
Identifying business assets is an important part of preparing to sell your business.

TL;DR

When preparing your business for sale, identifying business assets, tackling surplus inventory, and documenting intangible assets are key steps that can enhance your company’s appeal to potential buyers. Minimizing outdated, surplus, or obsolete inventory frees up capital and streamlines operations. Meanwhile, identifying and properly documenting intellectual assets like patents, trademarks, and copyrights can significantly increase your business’s perceived value. Despite the challenges, such as complex valuations and time-consuming processes, these steps can provide a competitive edge and make your business more attractive to potential buyers.

Table of Contents

Welcome to the sixth installment of the Preparing Your Business for Sale series!

As investors, we’ve found that business owners often possess traits that can prevent successful and lucrative business sales, but the Top 3 traits that cause adverse impacts are:

  1. They have not prepared the business for maximum sale value.
  2. They have unrealistic expectations regarding value, as they calculate emotions and time spent in the business as value drivers.
  3. They are unwilling to invest in the time and resources needed or have the flexibility on purchase terms to achieve a maximum sale price for their business.

We’ve created this series to assist business owners with Problem #1: Preparing the Business for Sale… NOW. Unlike traditional advice, we do not advocate waiting until 3–5 years from a planned exit, as unplanned exits happen all of the time, whether due to health reasons, market dynamics, or unsolicited acquisition offers.

Are you ready to sell your business? You might have a ballpark figure for what your business is worth, but to command the best price, you need a clear understanding of your assets. Not all business owners consider this comprehensive approach. Yet, understanding your assets, tangible and intangible, can significantly increase your business’s appeal to buyers and, ultimately, its selling price.

Unveiling Business Assets: A Dual Approach 

When preparing your business for sale, understanding the different types of assets you possess can enhance your business’s attractiveness to potential buyers and boost its selling price. Assets come in two types: tangible and intangible. Tangible assets can be touched, such as buildings, land, and machinery, while intangible assets cannot. On the other hand, intangible assets are those that cannot be seen or touched, such as patents, copyrights, and trademarks.

Tangible Assets

Tangible assets refer to physical items that can be physically seen and touched, such as property, equipment, and inventory. These include property, plant, equipment, inventory, and cash. They are usually easy to value due to their physical nature and, thus, often play a key role in determining a business’s selling price. Below are some steps to identify these assets:

  1. Asset Inventory: Conduct a comprehensive inventory of all your business’s physical assets. This includes not only products and equipment but also property and cash reserves. 
  2. Asset Valuation: Determine the fair market value of these assets. This can be done through appraisal, examining market prices, or calculating depreciation for equipment or property. 
  3. Asset Documentation: Document each asset, its value, and proof of ownership. This might involve deeds for property, purchase receipts for equipment, or financial statements reflecting cash reserves.
  4. Asset Maintenance: Ensure that all tangible assets are in good working condition. Performing regular maintenance and repairs can increase asset value and attract buyers.

Prospective buyers often focus on tangible assets when considering a purchase, as these provide immediate value and can be easily converted to cash if necessary. However, relying solely on tangible assets might not reflect the true value of your business, especially if it has significant intangible assets or intellectual property. Therefore, consider both tangible and intangible assets in your valuation for a more accurate representation of your business’s worth.

Intangible Assets

Intangible assets, while not physical, can significantly contribute to your business’s value. They include:

  • Intellectual Property: This category includes patents, copyrights, trademarks, and trade secrets. Intellectual property can provide a competitive edge and drive revenue through licensing or sales.
  • Brand Recognition: The reputation and visibility of your business can significantly influence its value. Strong brand recognition can attract new customers and foster loyalty among existing ones.
  • Customer Relationships: A loyal customer base is a valuable asset. The relationships you’ve built with your customers can guarantee consistent revenue and growth potential.
  • Operational Processes: Efficient, well-documented processes can increase your business’s value by minimizing costs and maximizing productivity.

Identifying and valuing these intangible assets can be challenging, but they can significantly boost your business’s sales price. However, it’s crucial to protect these assets, for instance, through legal registrations or confidentiality agreements, to prevent theft or infringement.

One potential drawback of intangible assets is their vulnerability. They can easily be overlooked or undervalued if not properly documented and communicated. Furthermore, they are subject to various risks, such as changes in market trends, customer preferences, or legal regulations. But with careful planning and expert advice, you can mitigate these risks, highlight the value of your intangible assets, and maximize your business’s sale price.

Remember, a comprehensive approach to asset identification—considering both tangible and intangible assets—can significantly increase your business’s appeal to buyers and its ultimate selling price.

Key Steps to Creating a Comprehensive Inventory of Assets

  • Identify All Physical Assets: The first step in creating a comprehensive inventory of assets is identifying all physical assets. These include machinery, equipment, vehicles, real estate, and inventory. These are usually easy to locate and have a clear market value.
  • Identify Intangible Assets: These assets, such as intellectual property, customer base, and brand recognition, can sometimes outweigh the value of physical assets. However, they can be harder to identify and value. Involving a professional valuer at this stage can be beneficial.
  • List Financial Assets: Financial assets such as cash, accounts receivable, investments, and other financial resources should also be included in your inventory.
  • Legal Documentation: For each asset listed, provide relevant legal documentation. This may include titles, contracts, leases, and agreements. This documentation will provide evidence of ownership and value to potential buyers.
  • Valuation: Once all assets have been identified and documented, assign a fair market value to them. This can be a complex process, so consider engaging a professional business valuer.
  • Update Regularly: The value of assets can fluctuate over time. Regular updates to your asset inventory will ensure that the value of your business is accurately represented at all times.

Creating a comprehensive inventory of assets can be a time-consuming process. However, the benefits of a well-prepared asset inventory can significantly outweigh the time and effort invested. Assets are the lifeblood of a business. Accurately identifying and valuing these assets not only provides a clear picture of the business’s worth but also reinforces the business’s appeal to potential buyers, thus maximizing the possible sale price.

While the pros of creating such an inventory are clear, there can be some cons. For instance, the process can be lengthy and require significant input from both you and your team, which might distract from day-to-day business operations. Furthermore, accurate valuation of intangible assets can be challenging and need professional assistance, which could incur additional costs. Nevertheless, these short-term challenges are generally outweighed by the long-term gains of a successful business sale.

Pros and Cons of Creating a Comprehensive Inventory of Assets:

Pros

  • Ensures transparency to potential buyers.
  • Assists in accurately pricing your business for sale.
  • Aids in legal compliance during a sale.

Cons

  • The process can be time-consuming.
  • There may be costs associated with asset valuation or legal verification.  

Determining Which Assets to Exclude from the Sale

When preparing your business for sale, it is also crucial to identify which assets you want to exclude from the sale. These could be assets with personal significance, assets you might want to utilize in future ventures, or assets that do not contribute significantly to the business’s overall value. Here are some steps to guide you through this process:

  • Personal Attachment: Identify any assets that hold sentimental value or have personal significance to you. Consider excluding these from the sale of your business. However, ensure that these assets do not form an integral part of the business’s operations or significantly contribute to its value that their absence could deter potential buyers.
  • Future Use: Consider assets you want to utilize in your future ventures. These could be proprietary technology, customer databases, or unique business processes. However, be aware that excluding significant value-contributing assets might lower the appeal of your business to potential buyers.
  • Value Assessment: Review the value contributions of your assets to your business. If there are assets that contribute minimally or don’t contribute at all to the value of your business, you may choose to exclude these from the sale. This approach could simplify the sales process without significantly impacting the selling price.
  • Buyer’s Perspective: Consider the buyer’s perspective when deciding which assets to exclude from the sale. If certain assets are integral to the seamless continuation of the business, excluding them could make your business less attractive to potential buyers. 

It’s important to remember that the ultimate goal is to make your business as appealing as possible to potential buyers while still ensuring it aligns with your personal and future ambitions. There might be negotiations with potential buyers about which assets are included in the sale. Therefore, planning this aspect can prepare you for these discussions and help ensure a smoother sales process.

Key Steps to Determine Assets to Exclude:

  1. Identify Non-Essential Assets: Examine your business’s operations and identify assets that are not essential to the business’s function. These could be property, equipment, or even intangible assets like domain names or branding elements that are not in use. Excluding these from the sale can simplify the process and reduce the valuation expense.
  2. Consult with Advisors: Seek advice from your business advisors, accountants, or lawyers to help identify any potential legal or financial implications of excluding certain assets. They provide insights that you need to consider.
  3. Review Market Trends: Market trends can also guide your decision on which assets to exclude. If certain assets are currently undervalued in the market but expected to appreciate in the future, consider holding onto them.
  4. Assess Potential Buyer Impact: Consider the impact of excluding certain assets on potential buyers. If the exclusion of an asset would create an operational hindrance or incur additional expenses for the buyer, it might deter potential buyers.

Deciding which assets to exclude from the sale requires careful consideration and strategic decision-making. While excluding certain assets can simplify the sales process and reduce valuation costs, it could lower the overall appeal of your business to potential buyers. Furthermore, excluding assets that are integral to the business operation or have significant value contribution could lead to negotiations or even deter potential buyers. Therefore, it is vital to balance your personal preferences and the attractiveness of your business offering.

Pros and Cons of Determining Which Assets Should be Excluded from a Business Sale:

Pros

  • Simplifies the transaction.
  • Provides flexibility in negotiation.
  • Potential tax benefits by minimizing tax liabilities.

Cons

  • May limit the selling price.
  • It could deter potential buyers if essential assets are excluded.

Dealing with Non-productive Assets 

Dealing with non-productive assets no longer utilized in the business is key to giving potential buyers an accurate impression of the business value. 

Key Steps to Deal with Non-Productive Assets:

Identify Non-Productive Assets

The first step in dealing with non-productive assets is properly identifying them. These are assets that are no longer contributing to your business operations or profit. They might include outdated equipment, unused intellectual property, or excess inventory. 

  1. Evaluate Current Use: Review each of your assets to determine its current use in your business. An asset must be actively generating revenue or supporting your business operations to be considered productive.
  2. Assess Future Potential: Analyze the future potential of each asset. An asset not currently being used holds value if it has potential for future use. Consider the potential of these assets in your future business plans or the context of your industry’s trends.
  3. Calculate Carrying Costs: Consider the carrying costs associated with each asset. If the costs of maintaining an asset exceed its benefits, consider it non-productive.

Once you have identified your non-productive assets, you then need to decide on the best course of action for each of them. This could involve selling, scrapping, or repurposing these assets.

  1. Sell: If a non-productive asset still holds value, selling it could provide an immediate cash inflow. Furthermore, presenting a lean and efficient asset base to potential buyers could enhance the attractiveness of your business.
  2. Scrap: For assets that no longer hold any value, scrapping could be the best option. This could free up physical space and eliminate any associated carrying costs.
  3. Repurpose: If a non-productive asset has potential for use in a different capacity, it might be worthwhile to repurpose it. For example, excess inventory could be used for promotional giveaways to boost your marketing efforts.

Regarding the buyer’s business plan, it’s important to highlight the efficiency of your business operations. Addressing non-productive assets before the sale can contribute to this. 

  1. Efficiency: Demonstrate how efficiently managing your assets contributes to your bottom line. This could strengthen the buyer’s confidence in the potential profitability of your business.
  2. Future Strategy: Address how the elimination or repurposing of non-productive assets fits into your business’s future strategy. This could help the buyer formulate their strategic plans for the business post-purchase.

Dealing with non-productive assets can be a challenging task, but it’s a crucial part of preparing for a business sale. Appropriate handling of these assets could enhance the attractiveness of your business to potential buyers and have a positive impact on the sale process.

Financial Implications of Non-Productive Assets

Addressing non-productive assets in preparation for a business sale can have significant financial implications. It’s important to analyze these implications to make informed decisions that safeguard the financial health of your business and optimize its value in the eyes of potential buyers. 

  1. Asset Disposal Costs: Depending on the type and condition of non-productive assets, costs may be associated with their disposal. For instance, selling or scrapping certain assets might incur transportation or legal costs. 
  2. Tax Implications: The sale or disposal of assets can also have tax implications. Depending on the jurisdiction, gains from the sale of assets may be taxable. Likewise, losses from the sale or disposal of non-productive assets may be tax-deductible, potentially reducing your tax liability. 
  3. Cash Flow Impact: Selling non-productive assets can generate immediate cash, improving your cash flow position. This can be particularly beneficial if your business has a tight cash flow or funds can be used for strategic investments. 
  4. Impact on Balance Sheet: Addressing non-productive assets can clean up your balance sheet, making it more attractive to potential buyers. Removing these assets can reduce liabilities (in the case of financed assets) and enhance the efficiency of your asset base, thus increasing the perceived value of your business. 
  5. Valuation Considerations: How you deal with non-productive assets can impact your business’s valuation. For example, if non-productive assets are sold for more than their book value, this could increase the overall business value. Conversely, if they’re sold for less than their book value, it could decrease the value.

As you prepare to sell your business, consider these financial implications and consult with financial advisors as needed. Their expertise can guide you in making decisions that will optimize your business’s value and ensure a smooth transaction.

Highlight Asset Disposal in the Business Sale

In the process of preparing for a business sale, it’s crucial to highlight the disposal of non-productive assets in your documentation strategically. This can impact a potential buyer’s perception of your business’ efficiency and profitability.

  1. Asset Disposal History: Prepare a summary of your recent asset disposal history. This should include the type and number of assets disposed of, the method of disposal (sale, scrap, or repurpose), and the financial impact of each disposal. This will give the buyer an idea of how proactive and efficient your business manages its resources.
  2. Asset Disposal Strategy: Outline your strategy for future asset disposal. This will demonstrate to the buyer that you plan to continuously optimize your asset base, which can be a strong selling point. 
  3. Financial Impact Analysis: Analyze the financial impact of your asset disposal strategy. This should include potential income from asset sales, cost savings from reduced carrying costs, and the potential tax benefits from asset disposal. This can demonstrate the financial benefits of your asset management practices.
  4. Integration with Business Plan: Show how your asset disposal strategy integrates with your business plan. If your strategy aligns with your business goals and plans, it can further increase the buyer’s confidence in the potential profitability and growth of your business.

While highlighting asset disposal in your business sale preparation is generally beneficial, there are some potential drawbacks to consider:

  • Potential Questions: Highlighting asset disposal might raise questions from potential buyers about why these assets became non-productive in the first place. Be prepared to address these questions and demonstrate that they were part of normal business operations.
  • Perceived Negativity: Some buyers might view a history of asset disposal negatively, associating it with business inefficiency or instability. It’s important to frame your asset disposal history positively, emphasizing proactive management rather than reactive measures.

Remember, the goal is to present your business in the best light possible, and a transparent, strategic approach to asset disposal can contribute to that.

Getting Rid of Surplus Inventory

Just like non-productive assets, excess, outdated, or obsolete inventory can inflate the perceived value of your business. Streamlining your inventory before the sale can make your business more appealing and easier to evaluate for potential buyers. 

Key Steps to Deal with Excess Inventory:

Identify Excess Inventory

The first step in streamlining your inventory is identifying what’s excess or obsolete. This process should be thorough, as overlooking items can distort your business’s value. Here are some key considerations in this process:

  • Sales Data Analysis: Review your sales records to identify items that need to be sold or have low turnover rates. These items could be considered for disposal to free up valuable warehouse space and reduce carrying costs.
  • Inventory Age: Consider the age of your inventory. Items in stock for a long time without selling may be obsolete and can be disposed of. 
  • Seasonal and Trend Analysis: Understand the trends and seasonality of your inventory. Items that sell well only in certain seasons or due to transient trends can accumulate as excess inventory during off-peak periods.

Once you’ve identified the excess inventory, you can consider various disposal methods, each with benefits and drawbacks.

  • Discount Sales or Promotions: This can quickly clear out surplus inventory, bring in immediate cash, and attract new customers. However, it could impact your profit margins and brand image if done excessively.
  • Return to Suppliers: If possible, negotiate with suppliers to remove unsold items. This avoids disposal costs and could recover some of your initial investment. The downside is that not all suppliers may agree to this, especially for older inventory.
  • Donation for Tax Deductions: Donating excess stock to charity can serve a good cause and provide a tax deduction. However, it won’t bring immediate cash flow like a discount sale.
  • Liquidation or Auction: Selling items in bulk to liquidators or through auctions can quickly free up space and bring in cash. However, the return could be significantly lower than the cost price.

Strategically managing excess inventory is an ongoing process that can significantly impact your business’s appeal to prospective buyers. By demonstrating effective inventory management, you ensure a realistic representation of your business’s value and a smoother transition for the buyer.

Evaluate Disposal Options

After identifying your excess inventory, it’s time to consider the most appropriate disposal options. Your choice should balance immediate and long-term impacts on your business and its attractiveness to prospective buyers. 

  • Resale to Secondary Markets: If your products are in good condition but not moving in your current markets, consider selling them to secondary markets with higher demand. This could include foreign markets or discount stores. While this method can bring in additional revenue, it may involve additional logistics and potential regulatory challenges.
  • Recycling or Repurposing: For certain types of inventory, especially raw materials or parts, recycling or repurposing might be an option. This can reduce waste, recover some costs, and highlight your company’s commitment to sustainability. However, it may involve additional costs and labor.
  • Write-offs: Sometimes, it may be more cost-effective to write off obsolete or non-saleable inventory as a loss. This can clear storage space and potentially provide some tax benefits. However, frequent write-offs can be a red flag to potential buyers, indicating potential issues with inventory management.

Each disposal option comes with its own set of pros and cons, and the best choice will depend on your specific business situation and prospective buyers’ expectations. A well-thought-out and documented disposal strategy can boost your business’s attractiveness, illustrating your commitment to efficiency and strategic resource management.

Valuation and Disposal

The final step in streamlining your inventory for a business sale is the valuation and disposal phase. This is a critical component in portraying an accurate picture of your business’s worth and potential. Here is an approach and a few considerations:

  • Inventory Valuation: Assigning a monetary value to your inventory is crucial. Different methods such as FIFO (First-In, First-Out), LIFO (Last-In, First-Out), or average cost method can be used depending on your business type and industry. Buyers will scrutinize this, so accuracy and transparency are key. 
  • Environmentally Friendly Disposal: For items that are obsolete or beyond repair, consider ecologically friendly disposal methods. These could include recycling or partnering with a waste management company. This can enhance your company’s reputation for social responsibility, but bear in mind the potential costs involved.
  • Third-Party Assistance: Consider hiring a third-party service to assist with inventory disposal. This can speed up the process and increase the return on your obsolete items. The downside is the additional cost and the need to ensure the third party’s actions align with the image and values of your company.
  • Clear Communication with Stakeholders: Keeping all stakeholders informed about the disposal process, rationale, and results can create a climate of trust and transparency. This can be beneficial in attracting potential buyers who value open and transparent business practices.

When preparing a buyer’s business plan, ensure the focus is not solely on the current state of the inventory but also display a clear pathway to future efficiency. Draft a plan that outlines your approach to inventory management, disposal, and re-ordering processes. This plan should be realistic, executable, and designed to maintain an optimal level of inventory that supports business operations without inflating costs. 

Whether you’re reducing surplus equipment or inventory, remember that attracting buyers comes down to demonstrating the efficiency and strategic foresight of your management practices. A well-managed and optimized inventory can be a strong selling point, showcasing your business as a profitable and sustainable investment.

Consider Inventory Reduction Strategies

In preparing for the sale of your business, it is crucial to consider various inventory reduction strategies. These strategies not only help in getting rid of surplus inventory but also in crafting a buyer’s business plan that depicts an efficient and strategic management approach.

  • Regular Review and Adjustment: Regularly review your inventory levels and adjust them according to sales trends and forecasts. This approach ensures that you maintain an optimal stock level, reducing the chances of having surplus inventory. One potential downside is that it requires substantial time and resources to manage actively.
  • Demand Forecasting: Utilize historical sales data, market trends, and economic indicators to forecast future product demand. Accurate demand forecasting can help maintain appropriate inventory levels, thereby minimizing surplus. However, forecasting is only precise sometimes and can lead to overstocking or understocking.
  • Supplier Negotiations: Consider negotiating with your suppliers for shorter lead times or smaller order quantities. This can help maintain a lean inventory, although it may result in slightly higher costs per unit due to smaller order sizes.
  • Offer Discounts or Sales: If you already have surplus inventory, offering discounts or sales can be an effective way to move these items quickly. While this brings immediate cash flow, it could lower the perceived value of your products.
  • Implement a Just-in-Time Inventory System: A Just-in-Time (JIT) inventory system involves ordering and receiving inventory only when it’s needed in the production process. This reduces the risk of surplus inventory and storage costs, but it requires accurate demand forecasting and reliable suppliers to avoid stockouts.

While these strategies can help in reducing surplus inventory, it is important to consider their pros and cons as per your specific business situation. The goal is to demonstrate to prospective buyers your ability to manage inventory efficiently, thus enhancing the appeal of your business for sale.

Communicate with Potential Buyers

Communication is key when preparing for the sale of your business. Here are some steps to consider, along with their implications:

  • Transparency in Business Operations: Sharing detailed information about your business, including financial statements, inventory management strategies, your customer base, and growth potential, can be beneficial. Buyers are more likely to trust businesses that are open about their operations. However, more transparency may be needed to expose weak spots that the buyer could leverage during negotiations.
  • Highlighting Efficient Inventory Management: Showcasing your successful inventory management strategies can be a significant selling point. This not only reflects the efficiency of your operation but also assures buyers of a smooth transition. However, it’s important to be honest about any challenges or failures, as these can be discovered during due diligence and can harm your credibility if not disclosed.
  • Presenting a Detailed Buyer’s Business Plan: Providing a business plan tailored for the buyer can illustrate the future potential of your business. It should detail your plans for eliminating surplus inventory and maintaining optimal stock levels. However, a detailed plan may limit the buyer’s vision for the business, potentially making it less appealing to those with significantly different strategies.
  • Showcasing Successful Disposal of Surplus Inventory: Highlighting past successes in moving surplus inventory fast can reassure buyers about your ability to handle overstock situations. However, repeated instances of excess inventory might indicate problems in demand forecasting or supplier management.
  • Engaging in Open Discussions: Engaging buyers in open discussions about your business strategies, challenges, and successes can create a climate of trust and cooperation. However, it’s key to maintain a balance between openness and still presenting your business in the best light possible.

Each of these steps can increase the attractiveness of your business to potential buyers. The key is to communicate effectively, showcasing the strengths of your business while being honest about its challenges.

Pros and Cons of Selling Surplus Inventory

Pros

  • Selling excess inventory can free up capital in assets, not generating revenue.
  • A streamlined inventory system can make your business more efficient and attractive to potential buyers.

Cons

  • Selling inventory at a reduced price may result in losses.
  • Overlooking surplus or obsolete inventory can inflate the perceived value of your business, leading to unrealistic offers from buyers. 

Concluding Identifying Business Assets

Taking a dual approach by considering both tangible and intangible assets is crucial when creating an inventory for a business sale. While tangible assets are easier to identify, intangible assets can hold significant value and should be noticed. It is essential to carefully evaluate which assets to include or exclude from the sale and properly dispose of non-productive and excess inventory. By following the key steps outlined in this guide, you can create a comprehensive inventory of assets that accurately reflects your business’s value and makes it more attractive to potential buyers. 

Stay tuned for Part 7, which discusses Writing the Buyer’s Business Plan.

If you found this article helpful and want to learn more, read our comprehensive guide on all 48 points you need to prepare your business for sale.

You can also discover why we advocate having your business ready for sale NOW.

Easy Investment, Even for Newcomers

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