Inside the Mind of a CEO

Of course it’s in a CEO’s DNA to think big, challenge the status quo, set stretch goals and inspire teams to perform to their full potential. So, why did this recent CNN Business article on How power changes the CEO brain catch my attention?  Because my wife pointed it out to me

Seriously, according to this article, neuroscience researchers have found that those who feel powerful become:

  1. more goal-oriented and think more abstractly
  2. more optimistic about risky decisions
  3. less likely to see the world from others’ perspective

I would add, from 30+ years of working closely with founder-CEO’s as a business executive and valuation and M&A advisor, that most successful founder-CEO’s are also surprisingly humble and know how and when to throttle back that power. These traits help them assemble extraordinarily dedicated groups of managers, employees, clients and investors.  Helpful when it’s their time to sell!

CLICK HERE for more insight on how power affects the brain of a CEO.

Business Sale Planning – How CPA’s Can Help

Exiting right requires early planning and help from a team of advisors that is often formed by a company’s CPA.

In our work as M&A brokers, business owners often come to us emotionally ready to sell but unrealistic about the value and condition of their business. And frequently they are out of time or unwilling to re-position the business for a more lucrative sale.  Misconceptions, clouded judgement and lack of planning are all too common. Fortunately, a growing number of business owners are turning to their CPA’s for early exit planning assistance.

Potential CPA Exit Planning Services

  • 3-5 years before exit.  A top business CPA can help assemble a team of advisors that typically includes an M&A advisor, a personal financial planner, a business attorney, and perhaps an estate planning attorney. The CPA can recommend a business valuation or a sale readiness assessment by the M&A advisor and run tax calculations under likely deal terms. They can help the client select their best exit option, and if gaps exist, the team can assist with developing a comprehensive exit plan, which typically includes a business growth plan.
  • 2-3 years before exit.  Top business CPA’s can provide finance and accounting advice and services.  They can recommend that a client stop co-mingling personal expenses and adjust related-party transactions to market, help clean up the balance sheet, shore up accounting systems, staff, policies and practices, help organize all financial records, and create important management reports — all things that buyers and their CPA’s and lenders expect to be in place.
  • 1-2 years before exit.  The CPA can perform a sell-side Quality of Earnings (Q of E) analysis of historical reporting. Q of E often covers revenue recognition procedures including rebates, discounts, allowances, credits and collections, analysis of accruals and contingent liabilities, identification of non-recurring revenue and expenses, working capital level analysis, adequacy of capital expenditures to sustain performance and operational plans, changes in personnel and compensation, and stratification of revenue and gross margin by customer and product. Basically, whatever it take to understand and verify the underlying economics of a particular business.
  • During the sale process.  The CPA can provide tax / deal structuring advice, financial and tax due diligence support, and financing support for lender(s). They can also provide or recommend post-closing investment support.

What Business Owners Should Do

Early involvement in exit planning by a seasoned business CPA can help company leaders increase shareholder value, improve marketability, and ensure that owners are able to exit on their own terms and time frame.  When selecting a CPA for your business, ask about their experience and track record in helping other clients achieve more successful exits. Then choose accordingly.

Loui Cionci, ABV, CPA, is a senior M&A advisor and business appraiser with Exit Strategies Group.  For more information on exit planning services, help finding an experienced business CPA, or selling a California business, contact Louis at or call 707-781-8582.

Business Valuations Can Create Value, Not Just Report It!

I recently completed a valuation engagement for two shareholders of a California manufacturing company who were going through a buy-sell transaction. After the sale, the buying shareholder called to tell me how my valuation report gave him the confidence he needed to complete the purchase, take on debt, and revamp the company’s business plan. Besides making my day, his call made me think about why almost every business owner can benefit from a valuation.

When all aspects of a business are objectively analyzed by an independent, experienced business valuation professional who then considers each detail (after all, valuation is both art and science), applies real-world valuation approaches, and produces a well-documented report, you receive invaluable information for making important business and investment decisions.

If you’ve had your business professionally appraised, you know what I mean. If you haven’t, you are missing out on more valuable and actionable insights than you probably realize.

Why do business owners and others have businesses valued?

Some of the most common reasons include:

  1. To get an idea of how the market would value a business
  2. To create a process to increase a company’s marketability
  3. Click here for 50 Reasons for a Business Appraisal

For further information on buying, selling or increasing the value of a business, or business valuation or appraisal, you can contact Jim Leonhard, CVA MBA at 916-800-2716 or

A Lease Can Make or Break a Business Deal

The transferability of a commercial property lease can have a direct impact on the potential sale of a brick and mortar business enterprise.

Most commercial leases contain restrictions on the tenant’s power to freely transfer or assign the interest in a lease. These restrictions are necessary for the protection of the landlord, providing assurance that any successor of the business and the lease has the financial and legal wherewithal to pay the rent.

In rare cases, the lease may expressly prohibit a tenant’s right to transfer. See California Civil Code 1995.230.

Where the lease does not include any language prohibiting or restricting a tenant’s right to transfer, the tenant retains an unrestricted right to transfer. See California Civil Code 1995.210.

Leases that contain restrictions on tenant transfer may require the landlord’s consent subject to express conditions or standards. These conditions could include:

  1. Does transferee have an acceptable business reputation?
  2. Will transferee use the space in a manner that is consistent with landlord’s expectations and local zoning/use laws?
  3. Is the transferee in good financial standing?

Should the lease contain restrictions on tenant transfer but provide no standard or condition for withholding consent, the transferability is subject to the implied standard that the landlord’s consent may not be unreasonably withheld. Where the landlord withholds consent but upon written request from tenant, provides no grounds for reasonable objection to the transfer, the transfer may be allowed. See California Civ. Code 1995.260.

A well drafted lease balances the interests of landlord and tenant and protects the interests of all parties from the onset, during the transition of ownership, and beyond. A diligent review by your attorney of a new or existing lease is money well invested.

Don Ross is a business broker in Exit Strategies Group’s North San Francisco Bay Area office. For further information or help selling a business contact Don at 707-778-0210 or

August 21st Seminar: How and When to Exit Your Business for Maximum Value

Are you considering retirement or exiting ownership and wondering if you’re going about it the best way? Will your business sell for maximum value? Please join us for an exclusive, limited-seating breakfast seminar in Roseville on Tuesday August 21, 2018 for business owners contemplating their exit. Learn the ins and outs of successful exit strategies and how to maximize value when you sell. This free, educational seminar is sponsored by Exit Strategies Group and Exchange Bank, a local community bank serving northern California since 1890.

You’ve spent years creating value in your business and you deserve to make a full-value exit on your terms and time frame. You’ve heard about hugely successful deals and horror stories of deals gone wrong. But what separates them? Not just luck.

What is the value of your business today? Is that enough to retire or fund my next endeavor? Is the timing right to maximize value? What are my exit options and how do I select the right option? What should I be doing to prepare for an exit? How far in the future should I plan? What can I do to make my company more attractive to buyers? How can I position it to attract strategic buyers? How do I present my financials properly? How do I avoid financing a sale? How do I get more value for all my years of hard work and ensure a successful sale when I’m ready to sell?

If you’ve asked yourself any of these questions, this seminar is for you. This fast-paced 2-1/2 hour live session will provide practical answers regarding:

1) How companies are valued and what factors influence the price buyers pay
2) How to prepare yourself and your company for a better sale outcome
3) The current state of the market for business sales
4) Pros and cons of different types of buyers for your company
5) Steps and important tools in an M&A sale process, and mistakes to avoid
6) How experienced professionals level the playing field with sophisticated buyers
7) The criteria banks will use to qualify your business for buyer financing
8) How to maximize proceeds and reduce financial risk in a sale


• Date: Tuesday, August 21, 2018
• Time: 7:30am – 10:00am (check-in and continental breakfast start at 7:00am)
• Location: Exchange Bank, 1420 Rocky Ridge Dr. Suite 190, Roseville, CA 95661
• Presenters: Senior advisors from Exit Strategies Group and Exchange Bank
RSVP Required:  CLICK HERE TO REGISTER ONLINE  Or, contact Mike Lyman at 916-476-2611 or We will call you to confirm your reservation. For privacy, we allow only one company per business type. Register early. The seminar is free and seating is limited.

We hope to see you on August 21st. If you cannot attend but would like to be notified of future seminar dates, receive our monthly newsletter, or discuss a business sale or valuation need, please contact Mike Lyman at 916-476-2611 or

About the Sponsors:

Founded in 2002, Exit Strategies Group, Inc. is a full-service Northern California-based merger and acquisition brokerage firm serving $1-50 million revenue company owners.  Exit Strategies also appraises businesses for MBO, buy-sell transactions, ESOP, estate and gift tax, litigation support and other uses.  With 12 seasoned professionals and 4 California offices, Exit Strategies combines the expertise and resources of a large firm with the close senior-level attention of a boutique M&A practice.

Founded in 1890, Exchange Bank consists of 18 branches.  Exchange Bank is an SBA PLP lender with decades of experience.  Dedicated SBA M&A lending professionals committed to outstanding customer service and fast turnaround.


Avoid These 6 Common Deal Breakers in the Business Sale Process

Finding a willing buyer for your business is worth celebrating, briefly. In my experience, a majority of owner-negotiated “deals” fall apart before reaching the closing table.  In this post I will discuss several common deal breakers that I’ve seen, mostly involving differing expectations and poor preparation, and how you can avoid them.

But first I want to be sure you know what a Letter of Intent (LOI) is. An LOI is a non-binding agreement between a buyer and seller that memorializes major deal terms and steps to closing. It is entered in to BEFORE due diligence, legal documentation and escrow processes. Done properly, an LOI does a lot to align the expectations of each party, which is critical to consummating a sale. Deals also dissolve when a buyer negotiates terms with certain expectations, and later finds reality to be different.

So, what are these deal breakers?

Ambiguous Deal Terms

There is probably no larger risk to a deal than agreeing to ambiguous or contradictory deal terms. Writing an effective Letter of Intent can be tricky because it is negotiated early in the sale process, prior to disclosure of all pertinent information about the business. Nonetheless, the Letter should at minimum include assumptions used to negotiate deal terms, the deal structure with purchase price, a timeline and conditions to close. Additionally, it may include no-shop and confidentiality provisions and other terms to protect the buyer and seller’s interests. Regardless of the Letter’s content i should be clear, comprehensive and sufficiently detailed to anticipate future surprises.

Poor Record Keeping

The Due Diligence process provides an opportunity for the buyer to confirm that the information previously presented to them about the business is true and correct. A company with poor record keeping practices may have a difficult time providing evidence that they are in compliance with applicable laws, have enforceable contracts with suppliers and customers and accurate financial statements. Without accurate and complete records, buyers are uncertain of what risks they are acquiring and will be reluctant to close the deal.

This is particularly true for financial records. A seller should be prepared to provide prospective buyers with clean and verifiable financials for a minimum of the past three years. A special case is if the owner has claimed personal expenses that he has run through the business and wants to “add-back” as part of establishing the value of the business. These expenses should be well documented to be acceptable to prospective buyers.

Prior to taking the business to market it is well worth conducting a pre-due diligence exercise so that any weaknesses in record keeping are identified and corrected.

Misrepresentation of Facts

Business owners are anxious to sell the potential of their businesses. However their enthusiasm can lead them to put a positive spin on information at the expense of accuracy. The first time a buyer discovers something factually incorrect about an owner’s claims their suspicions will be triggered. If more inaccuracies are revealed, confidence in the deal can be eroded. Even if the exaggerations don’t add up to much, many buyers will walk away for fear there are larger surprises hidden in the shadows.

Unaddressed Business Risks

All businesses confront risks that a buyer will learn about either during due diligence or later. For example, a strong new competitor is entering the market or a key employee is retiring. If a buyer perceives that the seller is either not addressing or has not disclosed these risks they may lose interest in acquiring the business. An owner that confronts these risks head-on will be well regarded by prospective buyers and will improve their chances to close a deal. Even if an owner may not have had the time, people or cash to mitigate the risk, a buyer prospect may be able to bring fresh resources to the table and turn what was a problem into an opportunity.

Business Erosion

A buyer forms expectations about the future performance of the business based on the financial information provided to them. A buyer is generally willing to pay a fair price for the business based on those expectations. However, if between the time that a deal is struck and the transaction closes, the financial performance of the business suffers a buyer might get cold feet or want to renegotiate terms.

The sales process can consume a lot of time and energy. The role of the intermediary is to assure that the process stays on track while the owner remains focused on running the business and maintaining its performance.

Deal Fatigue

A deal that takes too long to complete is at risk of never being completed. Typically, upon signing a Letter of Intent there is a level of excitement about the prospect of a completed deal. The enthusiasm helps to carry the process during the emotionally challenging due diligence phase.

However, enthusiasm often fades if the process doesn’t continue to move forward. When either party is uncertain of the deal or is otherwise distracted they may be slow in responding to requests for information or completion of tasks. Deal fatigue can also occur when one party makes unreasonable demands or aggressively tries to renegotiate the terms of the deal. The most painful negotiators bring up the same points repeatedly. Eventually one party or the other will walk away.

There are effective strategies to combat deal fatigue: 1) screen buyers to assure that they are serious about and capable of completing the deal 2) disclose upfront material information about the business 3) write clear deal terms that don’t lend themselves to renegotiation 3) develop a deal timeline that compels both parties to keep the process moving forward.

The difference between a done deal and a busted deal is often a matter of setting and meeting both buyer and seller expectations. Employing an experienced intermediary to manage the sale process will help you avoid common deal breakers and address the inevitable biases and personal feelings of parties involved in a high stakes transaction.

Adam Wiskind is a Certified Business Intermediary in Exit Strategies Group’s North San Francisco Bay Area office. He can be reached at (707) 781-8744 or

Go on Vacation … An exit strategy for small business owners

Do you plan to sell your business in 1-3 years? 3-5 years? 5-10 years? If so, here’s a simple preparedness test. Take a vacation!

Ask yourself, “What would happen to my business if I left for a 3-week vacation?”  Some scenarios:

  1. Business grinds to a halt.  Since you do most of the work yourself, when you take a vacation sales drop 50% or more.
  2. Outbound selling stops.  Like many business owners, you are the main salesperson. When you’re gone, your staff takes orders and works off existing backlog. Not disastrous, but when you return, your sales funnel is empty and future sales suffer.
  3. Most everything continues.  All company processes continue uninterrupted. You return to full email and voicemail boxes and a stack of work to catch up on. Many issues have already been handled, but there are some that only an owner can resolve.
  4. Wait, you were gone?  A savvy owner has built her business into an engine that keeps on chugging in her absence. People, processes and procedures are in place so that everything is business as usual when she is gone. (I currently have a client whose business continued to grow uninterrupted when he was out for months due to a debilitating injury.)

When buyers look at a business, they think a lot about risk. Price is one thing, but risk can be more important. Which of the above businesses is least risky to a buyer? Obviously #4. And the lower the risk the higher the earnings multiple buyers are willing to pay.

So, test your situation. Take a short vacation. What happens? Based on the results of your test, start fixing the problems. Put the processes and procedures in place so that business continues when you are gone. You may need to grow. You may need to hire. You may need to replace your spouse (who goes on those vacations with you) so that only one key person is out when you are out.

After that, take longer and longer vacations. See what happens and continue to fill the gaps.

At the very least, get your business to scenario 2, ideally 3 or 4.  In a perfect world, by the time you sell your business, you can step into retirement without a hitch. All because you started retiring earlier.

Roy Martinez can be reached at 707-781-8583 or

Can I Sell My Business (C Corp Stock) Tax Free?

In some cases yes!  Congress has long realized that investment in small businesses is an important driver of the U.S. economy.  Back in 1993, to incentivize investors, they developed a rule that eliminates federal income tax on some (later revised to all) of the gain on the sale of certain C Corporation stock issued after August 10, 1993.  As M&A brokers, Exit Strategies’ advisors try to point out potential tax breaks to clients and in this article I’ll discuss Qualified Small Business Stock (or “QSBS”) from a business sale perspective.

QSBS Requirements

To qualify for this tax break, your stock has to be deemed Qualified Small Business Stock per Internal Revenue Code Sec. 1202. Here’s a summary of those requirements:

  • Must be a domestic C Corporation
  • Stock was acquired at original issuance
  • Was acquired after 8/10/1993
  • Has been held for 5 years or more at the time of sale
  • Is a small business, defined as assets of less than $50 million
  • The company is NOT engaged in professional services that are dependent on the reputation or skill of one or more employees, financial services, farming, mining or resource extraction, hotels, restaurants or other similar businesses

Depending on the issue date of the stock, 50%, 75% or 100% of the gain (up to $10 million) may be excluded from federal income tax. The gain exclusion is 50% (subject to a 7% Alternative Minimum Tax (“AMT”) add-back) for stock acquired between August 11, 1993 and February 17, 2009. Stock acquired between February 18, 2009 and September 27, 2010 is eligible for 75% gain exclusion (subject to 7% AMT add-back), and stock acquired after September 27, 2010 receives a 100% exclusion, without an AMT add-back.

Andersen Tax offers a more complete list of QSBS requirements.  In case you’re wondering, the recent Tax Cuts and Jobs Act of 2017 did not alter QSBS rules, but the reduction of the federal corporate tax rate to 21% affects the magnitude of the QSBS benefit relative to a sale of assets. It is my understanding that California’s Franchise Tax Board no longer allows an exclusion on the gain of QSBS.

M&A Perspective

Even if you hold stock that meets QSBS requirements, you may not be able to benefit from the rule because acquirers of small private businesses generally prefer to buy assets, not stock. For buyers, buying assets reduces their tax bill, improves their cash flow, and reduces potential legal liabilities. To forgo these benefits (i.e. you ask them to buy stock) buyers usually expect a substantial price discount. Read my recent blog on personal goodwill for more on the C-Corp tax dilemma.

Given the magnitude of the QSBS tax break, especially when eligible for 100% exclusion, a seller of QSBS could give a buyer a substantial discount and still come out well ahead (compared to selling the company’s assets). Even Uncle Sam benefits in the long run!

Do you have QSBS?

The prospect of selling qualified small business stock is compelling, however determining whether your stock qualifies and claiming the benefits is not simple.  Be sure to work with a CPA that is well versed in QSBS requirements and the steps needed to comply with them.

If you intend to sell your business some day, be aware that tax minimization strategies such as QSBS can have a major impact on how much money you take home after taxes. Some strategies can take 5 years or more to implement, so start early, and be sure that your tax advisor is involved and up to the task.

*  *  *

Exit Strategies Group’s M&A brokerage professionals dedicate themselves to staying abreast of tax minimization strategies in business sale, merger and acquisition transactions.  Al Statz is founder and President of Exit Strategies and is based in Sonoma County California.  For further information on this subject or to discuss selling your company, Al can be reached at or 707-781-8580.

May 10th Seminar: How to maximize the value of your business upon exit.

Are you starting to think about retirement, but don’t know how best to transition out of your business? Consider attending a free breakfast seminar hosted by Exit Strategies Group and Exchange Bank on how to maximize the value of your business upon exit.

  1. This 1-1/2 hour seminar will answer the following questions:
  2. What are the value drivers that determine how much my company is worth?
  3. What can I do to prepare my company for sale? What should I not do?
  4. What are the steps in the sales process?
  5. What is the current state of the business sales market?
  6. What criteria does a bank use to qualify my business for a bank loan?
  7. How do I maximize the proceeds from the sale of my business?

The Details

May 10th, 2018 7:30 am to 9:00 am in Santa Rosa. A continental breakfast will be provided.

Space is limited.  For your privacy, only one company per industry will be allowed to attend. To reserve a spot, RSVP to Adam Wiskind, or call (707) 781-8744.

About the Sponsors

Exchange Bank was the #1 Community Bank SBA Lender in Sonoma County in 2017, and is a Preferred SBA Lender and a Top Ranked SBA Lender in the San Francisco District/Greater Bay Area.

Exit Strategies Group is a full-service mergers and acquisition brokerage firm serving private companies with $1-50 million in revenue. Exit Strategies also offers expert business valuation services for many reasons including exit planning, buy-sell agreements and litigation opinions.

If you are unable to attend but would like information on maximizing the value of your business, please contact Adam.

How Do I Sell My Personal Goodwill?

The concept of goodwill in a business sale is familiar to most business owners. The more the better, right? Personal goodwill (versus enterprise goodwill) on the other hand is less familiar, and trickier to deal with. If your small company (say up to around $10 million revenue) is structured as a C-Corporation, you should know about personal goodwill and how its existence could put more money in your pocket when it’s your time to sell. Here’s how it works.

The C-Corp Dilemma

Sellers of C-Corps prefer to sell the stock of their companies because it is more tax efficient than selling assets; yet the reality is that most of these sales are structured as asset transactions. Why? Because, for buyers, buying assets reduces their tax bill, improves their cash flow, and reduces potential legal liabilities. Astute buyers that are asked to forgo these important benefits (i.e. you require them to buy stock) will expect a substantial price discount. Some will just walk away.

For an S-Corp on the other hand, which is a pass-through entity, selling assets (vs. stock) usually isn’t a much of problem from a tax perspective. In some cases, selling assets can be an advantage.

But for C-Corps, selling assets is usually a big disadvantage. Here’s a simple example. Assume that the combined federal and state C-Corp income tax rate is 29%, and that the combined individual capital gain tax rate is 28%. In an asset sale, for every $1.00 of transaction price (above book value of assets), C-Corp shareholders net only 51¢. Could this happen to you?

Does the Goodwill Go Home at Night?

Goodwill value is that portion of a business purchase price that exceeds net tangible asset value. Personal goodwill (“PGW” for short) differs from enterprise goodwill in that PGW represents the value of an owner’s personal service to that enterprise, and is considered an asset owned by that person, not the business. PGW value is usually the result of an individual’s outstanding reputation and close personal relationships with customers and/or suppliers, or exceptional rainmaking or technical mastery, and other unique abilities that directly produce economic benefit for the business.

When PGW is present, the success and value of a business are largely dependent upon one or two key individuals, usually the owner(s) in a small business. Without the key individual(s), the business may have little value. In other words, the goodwill goes home at night!

Personal Goodwill Presents a Tax Savings Opportunity

In asset sales of small owner-operated corporations, there can often be two sellers: (a) the business entity, and (b) an individual selling his or her personal goodwill. Selling PGW creates a tax savings opportunity for C-Corp owner-operators.

Using the same tax rates as above, for every $1 of transaction price that can be allocated to personal goodwill, the seller’s tax savings is 21¢. This is because the $1 allocated to PGW does not get taxed at the C-Corp level (is not “double taxed”). Suppose that in a $2 million transaction, $800K can be allocated to personal goodwill. This reallocation puts $168K more in the seller’s pocket.

Devil’s Details

Allocating part of the purchase price to personal goodwill has been an arrow in our quiver for the past decade or so; however, it cannot simply be a post-closing purchase price allocation by the parties CPA’s. Rulings in several tax court cases demonstrate that PGW is under consistent attack by the IRS.

When a C-Corp seller is considering allocating a portion of a sale price to personal goodwill, these are some of the norms for supporting the existence of PGW apart from enterprise goodwill, and having a PGW allocation hold up to IRS scrutiny:

  1. There must be a separately negotiated PGW purchase agreement with the buyer. As brokers, we plan for this with the seller and buyers, before an offer is made. We coordinate with the parties’ attorneys and CPA’s of course and let lenders know that the final paperwork will change.
  2. There must be a separate paid for covenant not to compete with the seller.
  3. The buyer must have access to the seller’s personal goodwill through a written employment/consulting agreement for an extended term, with market-based compensation.
  4. The amount allocated to PGW must be based in economic reality. Though the valuation of personal goodwill is still more art than science, a third-party PGW valuation should be obtained to substantiate and set the final allocation.

This Sword has Two Edges

Selling any business with high personal goodwill is challenging. When goodwill goes home at night, valuation and marketability are generally reduced. Having a C-Corp structure adds yet another layer of difficulty and expense because of double taxation. Working with an experienced M&A broker, transaction attorney and CPA is extremely helpful when buying or selling this type of business.

Side-Step this Landmine

Better yet, if you own a C-Corp business and your expected holding period is 5 years or more, talk to your CPA now about converting to S-Corp status so that you can avoid the possibility of being double taxed when you are ready to sell.

Exit Strategies Group’s professionals dedicate themselves to staying abreast of potential tax breaks and pitfalls for private business owners as they carry out business sale, merger and acquisition transactions. Al Statz is founder and President of Exit Strategies and is based in Sonoma County California. For help or further information on this subject he can be reached at or 707-781-8580.