Frequently Asked Questions About Business Sales - FAQ

Serving California Since 1987

Following are FAQ about business sales, acquisitions, mergers, and business brokerage. If you need additional information, please do not hesitate to call.

How long has been in business?

The firm started doing business in 1987, but the owner of the firm, Michael Chulak, became licensed to sell businesses in 1971. See: History of


What types of consulting services are provided by Pacific Business Advisors and who in your firm provides these services?

Our firm currently has three highly experienced individuals, which include our founder Michael Chulak, that provide consulting services. Most of the areas involve franchising, business startups, business expansions, business appraisals, property management, real estate, and of course, business sales, acquisitions, and mergers.


Why should we select over any other business brokerage firm?

Pacific Business Advisors has been representing buyers and sellers of businesses in California since 1987. We have the knowledge and experience to represent you whether you intend to sell your business or buy a business or franchise. Knowledge and experience is everything when it comes to representing buyers and sellers. We wrote the many articles that are on our website to assist you and to provide you with a sample of our knowledge. We are also members of the California Association of Business Brokers (CABB), the International Business Brokers Association (IBBA), and M&A Source.


We own a successful business in Los Angeles and would like to franchise it. Can your firm assist us in franchising it?

Probably. We are franchise consultants in addition to being franchise and business brokers. Contact us for a no-cost, confidential consultation. See: Franchise Questions and Answers and History of Franchising.


I own a small but profitable business that I would like to franchise. I know it will take money to franchise the business and I understand that not all attempts to franchise a business are financially successful. Is it possible to joint venture such a project with someone who will invest part of the required cash and who is knowledgeable about how to create a profitable franchise? I would feel much more comfortable if I had the right co-owner.

Yes. You should contact the founder of the firm, Michael Chulak, for a confidential consultation.


I understand that Pacific Business Advisors can assist a business owner franchise their business. Can you assist us in establishing a distributorship?

Yes. Contact us for information.


What should I ask a business broker or consultant before I hire them?

See: Questions to Ask a Business Broker Before Hiring Them to Sell Your Business


In anticipation of selling my business, I have searched the internet and have viewed many websites of business brokerage firms. I have found that a large number of business brokerage websites have identical material, especially their blogs and articles. Is the material on the Pacific Business Advisors website copied or is it original?

It is all original. Every article and all other material on our website has been written by our founder, Michael Chulak, sometimes in collaboration with our senior level management. Unlike some of our competitors, we do not buy articles or subscribe to any service that writes articles for multiple business brokers. For example, an internet search will show that companies such as Deal Studio, headquartered in North Carolina, provides many business brokerage firms with duplicate content.


Is it possible to obtain an estimated value of my business from Pacific Business Advisors so I can decide if it makes sense for me to sell it?

Absolutely. See: Free Broker Opinion of Value.


Can Pacific Business Advisors provide us with a due diligence checklist to assist us with the acquisition of a business?

Absolutely. See: Due Diligence Checklist for Business Acquisitions and Mergers and let us know if you need a referral to an attorney or CPA.


Why do some business sellers decide to obtain a Certified Business Valuation rather than rely exclusively on a Free Broker Opinion of Value?

While a Broker Opinion of Value is provided at no cost, it is not as detailed and reliable as a Certified Business Valuation which requires a far more in-depth evaluation but requires the client to pay a fee. Which to select is a decision to be made by every seller. Buyers prefer a Certified Business Valuation because they reduce the level of risk the buyer will assume. It often will result in a higher price.


How do I come up with a reasonable listing price for my business?

I would start by having us prepare a Brokers Opinion of Value. There are many factors that impact the Seller's Discretionary Earnings Multiplier. Call us so we can discuss your business.


What is a valuation multiplier and how are they determined?

A valuation multiplier or factor is applied to Seller's Discretionary Earnings (SDE) to determine an opinion of value for a specific business. See: Receive a Free Broker Opinion of Value, and Seller's Discretionary Earnings (SDE) Multipliers.


Does size matter when valuing a business?

Yes, larger businesses are sold on average for a higher multiple of seller's discretionary earnings than similar smaller businesses. This fact is what motivates many business owners to acquire another business or merge with another business. See: Receive a Free Broker Opinion of Value for Your Business and Reasons for Mergers and Acquisitions.


What are valuation premiums and discounts?

Valuation premiums and discounts are factors that can increase or decrease a Seller's Discretionary Earnings (SDE) Multiplier. See: <Seller's Discretionary Earnings (SDE) Multipliers.


What percentage of businesses listed for sale with your firm do you actually sell?

Historically, if we go back to 1987, we have sold approximately 90% of the businesses that have been listed with our firm. Many factors affect the likelihood of a successful sale. See: Consequences of Overpricing a Business and How Long Does it Take on Average to Sell a Business in California. If you are considering the sale of your business, we suggest you: Receive a Free Broker Opinion of Value for Your Business.


Is selling an existing business that is a franchise the same as selling any other business?

Absolutely not. Selling an existing business that is a franchise requires far more knowledge and experience because it involves obtaining the approval of the buyer and the terms of the proposed transaction by the franchisor, and also satisfying all of the conditions of the franchise agreement. Not all business brokers have experience with franchises, including franchise documents. has substantial experience representing buyers and sellers of franchises and works with many franchisor companies. See: Types of Businesses for Sale: Franchises and Non-Franchised and Types of Restaurants for Sale: Franchises and Non-Franchised. Also see: Franchise Disclosure Document (FDD) and Sample FDD Table of Contents.


Does adhere to a code of ethics?

Absolutely. Our firm and all of our business brokers adhere to the California Association of Business Brokers (CABB) Code of Ethics.


What is Customer Relationship Management (CRM)?

Customer relationship management includes the principles, practices, procedures, and guidelines a business follows when interacting with its customers or clients. The term CRM is commonly used to refer specifically to the technological systems that companies use to manage interactions with customers and clients. A CRM system allows companies to store and recall information for future use when dealing with customers and clients. Some CRM systems compile and analyze data from emails, telephones, and websites.


Can help us sell our pharmacy? This is a very specialized type of business that requires specialized knowledge.

Absolutely. has assisted both buyers and sellers of pharmacies over more than 35 years.


Can Pacific Business Advisors assist us in determining the value of our pharmacy before we list it for sale?

Yes. We can provide you with a written broker opinion of value at no cost.


I am a licensed pharmacist that works for a large pharmacy chain. I would like to have my own independent pharmacy. Do pharmacy franchises exist?

Absolutely. There are several pharmacy franchises. As a franchise consultant, we can provide you with valuable information that will help you make a wise and informed decision. Pacific Business Advisors has been providing consulting services since 1987. Please call for a free initial consultation.


Are SBA loans available to buyers of pharmacies?

Yes. The SBA and the banks that offer SBA loans, have a high preference for pharmacies.


Does your firm have experience representing buyers and sellers of medical spas in California?

Yes. We have represented both buyers and sellers of numerous medical spas in California since 1986. For additional information, see: Buying a Medical Spa - What You Need to Know.


Does Pacific Business Advisors have the knowledge and experience to help us sell our gas station in Southern California?

Absolutely. If your gas station is located anywhere in California, we can help you sell it. We suggest that you start with a free broker opinion of value. You can start the process on the homepage of this website.


Are SBA loans available to the buyers of gas stations in California?

Yes. The SBA and the banks that make SBA loans prefer to make loans on gas stations.


Does represent buyers as well as sellers? We have found that most business brokers represent only sellers of businesses.

Our firm and our business brokers represent buyers of large and small businesses anywhere in California. Please contact us if you would like to buy or sell an existing business or franchise.


Can assist us in acquiring a franchise outside of California?

Absolutely. We can assist you in selecting and acquiring a franchise anywhere in the United States.


I'm a business broker located outside California. I am interested in representing your company in Texas. Are you open to adding a business broker that can represent buyers and sellers in Texas?

Absolutely. See: Become an Affiliate of and Reasons to Join Pacific Business Advisors.


I would like to acquire a new franchise but I don't know exactly what is available in my price range and geographic area. Where do I start?

We suggest that you start by completing the form on our website: Initial Franchise Questionnaire. The information we receive will assist us in providing you with recommendations. We also suggest that you carefully review the frequently asked questions and articles on our website. They are intended to provide you with valuable information so you can more easily make an informed decision. All of our article were written by the president and founder of our firm.


Why do some business brokers not sell new franchises?

Some choose not to do so and others are unable to establish business relationships with the hundreds of franchisor companies that exist throughout the United States. Pacific Business Advisors can assist you in acquiring a new franchise in all 50 states.


Can Pacific Business Advisors help us in selling real estate that is part of a probate estate?

Absolutely. Real estate is sold through our affiliate, Properties may include houses, rental houses, apartments, commercial properties, industrial buildings, and land. For help with land sales see:


I want to buy an existing business in Southern California and have talked to several business brokers. None of them are enthusiastic about representing a buyer and many represent only sellers. Does Pacific Business Advisors represent buyers of business?

Our firm represents buyers on a selective basis. We respectfully request that you complete the "I want to Buy a Business" page on our website. The link is on our home page. Upon receipt, we will ask you some additional questions before will start a search. Most experienced business brokers know that nearly all people calling about the sale of their business will list and sell their business. To the contrary, approximately, one in ten people calling about acquiring a business will actually buy a business. Since there is always one buyer for every seller, you can see that brokers receive many calls from interested buyers that do not result in a transaction. This is the primary reason that many business brokers prefer to work exclusively with sellers. Our firm values every person who contacts us and we work with many buyers after receiving the information requested.


Does your firm have experience representing buyers and sellers of restaurants?

Absolutely. Since 1987, we have represented buyers and sellers of fine dining restaurants, casual dining restaurants, and fast-food restaurants. Some of our senior managers have also provided consulting services for restaurant owners and prospective owners. See: How to Buy a Fine Dining Restaurant and Make Money and Great Restaurant Ideas and Checklist.


Does Pacific Business Advisors have experience with fine dining restaurant sales and acquisitions?

Yes. We have represented both buyers and sellers of various types of restaurants in California since our founding in 1987. See: How to Buy a Fine Dining Restaurant and Make Money.


We are intending to sell our restaurant in Los Angeles very soon. Can you provide us with some suggestions on how we can increase its value before offering it for sale?

Yes. Our firm has accumulated an extensive list of ideas for owners of all types of restaurants from fast food to fine dining. See: Restaurant Ideas.


I would like to purchase a restaurant but want to make certain I am not burdened by a short term lease. Do you have business brokers who have experience representing commercial tenants in dealing with landlords or their leasing agents?

Absolutely. In fact, Pacific Business Advisors has an affiliate that exclusively represents commercial tenants in dealing with landlords or their leasing agents. See:


Why do you need to know about my restaurant experience before searching for a restaurant for me given that I will be paying all cash?

In nearly all cases, the landlord will have the reasonable right to approve the buyer. Landlords prefer experienced operators so we must be prepared to provide landlords with background information on prospective buyers.


Our cash is limited. Do you offer small businesses for sale?

Yes. We offer businesses of all sizes for sale and would be pleased to assist you in finding the right business for you whether you prefer an existing operating business or a new franchise.


I've read several articles and have viewed several videos about being able to buy a business with no money down. Is it really possible to do so?

It is possible, but highly unlikely you will be able to acquire a solid business that generates a reliable cash flow with no money down. Most sellers expect a buyer to invest 20% or more as a down payment. Notwithstanding, underperforming businesses sometimes become available for sale that are barely generating a positive cash flow, where it may be possible to turn the business around. There is risk involved in acquiring such a business, but if a buyer has the required expertise, a distressed business may be a bargain.


Would Pacific Business Advisors consider partnering with another person or company in forming a new jointly owned business?

The principles of our firm will seriously consider proposals to jointly form a new company or acquire an existing business. If you would like us to consider a proposal, please contact Michael Chulak.


What is bootstrapping?

Bootstrapping describes an entrepreneur who starts a new business with minimal and possibly insufficient capital. It refers to a situation where outside capital is not obtained; only the limited resources of the entrepreneur are employed. Businesses started in this way are usually slow to grow because of limited resources. Often the entrepreneur finds it practical and even necessary to raise capital in order to grow the business.

Successful companies that were bootstrapped include: Meta(Facebook), Microsoft, Cisco Systems, Dell Computers, Apple, and eBay.


What is the Bootstrap Network?

The Bootstrap Network is a national membership organization in Texas, founded in 2003. The members, who are all founders of companies, provide each other advice on how to build their company without outside financing. There are over 1000 members across the country.


I recently started a company by means of bootstrapping. It is marginally profitable, but I do not have the funds needed to grow the company. It has excellent potential but requires cash to expand. Can your firm help owners such as myself?

Possibly. There are various alternatives that we may be able to offer including a partial sale of the business. Since our founding in 1987, we have developed numerous resources. Contact Michael Chulak for additional information.


I am intending on starting a new business but need help in finding a highly qualified partner. Can Pacific Business Advisors assist me in searching for a partner that will add value?

Possibly. We are aware of people who are interested in becoming a partner in a new business and can also perform a discrete search for such a person. I addition to being a business brokerage firm, we also provide consulting services for both existing companies as well as startup companies.


What is seed capital?

Seed capital refers to equity contributed to a startup company by one or more private investors in exchange for stock and/or royalties. Seed capital is usually limited to getting the company started. It is usually followed by one or more other sources of financing. See: Business Incubators -Startup Accelerators and Business Startup Checklist. If your new venture is in need seed capital, call Michal Chulak for a confidential consultation.


We intend to buy a new franchise, a resale franchise, or another business very soon. What types of businesses are available?

Please refer to Types of Businesses for Sale and Types of Restaurants for Sale. For comprehensive lists of franchise and non- franchised businesses that are available.


What geographical areas do you serve?

We represent buyers of new franchises in all 50 states. We represent buvers and sellers of existing businesses throughout California.


What is a business speculator?

A business speculator is a person or company that buys businesses as a short term investment believing they will be able to resell the business usually within one year at a profit. These buyers usually pay all cash in order to get the best price. They often invest marketing dollars into the business in order to generate higher sales, and work very hard to reduce operating costs and make improvements in the operations of the business. After increasing the cash flow and value of the business, they sell it. When they sell, they often provide seller financing of 50% to 70% in order to maximize the selling price. While there are always risks, many business speculators earn substantial profits year after year. See: Seller's Discretionary Earnings, and Business Sales - Payment Structures and Payment Options.


What is a mergers and acquisition firm?

A mergers and acquisitions firm (M&A firm) represents clients in business acquisitions, mergers, sales, and divestitures. Pacific Business Advisors is an M & A firm established in 1987.


What is a business intermediary?

A business intermediary is either a business broker or investment banker. Pacific Business Advisors is a business broker and consulting firm.


Can you tell me how much my large business is worth?

We can provide you with an estimate after we review your complete financial information and obtain detailed information about your business, including adjustments to your cash flow: See: EBITDA - What You Must Know. The majority of businesses in California sell for a multiple of net earnings before taxes ranging from 2 to 5 times depending on many factors. Call Michael Chulak for a confidential discussion if you have an interest in selling your business now or in the near future.


What does it mean to capitalize a cost and what is the significance?

To capitalize means to record a cost on the balance sheet for the purpose of delaying the immediate, full recognition of the expense. The intent is to write off or depreciate the asset for accounting and tax purposes over its useful life.


I started an independent insurance brokerage company last year and wrote several insurance policies, but not enough to call my business successful. I am changing careers but would like to sell my small book of business if possible. Are there buyers for small numbers of policies?

Absolutely. Call us for information. We have several potential buyers for books of business as well as agencies.


Reduce Business Insurance Costs

Businesses that are not utilizing the services of an independent insurance broker should immediately start working with one. Independent brokers, as opposed to captive agents, will shop for you and will find the lowest price for each policy while making certain your business has all of the necessary coverages. Given that the cost of business insurance is a significant expense, independent business brokers, generally are able to materially reduce your operating expenses, thus increasing your cash flow which increases the value of your business. See: Five Reasons to Use an Independent Insurance Broker and Key Person Insurance.


Items Needed to Sell Most Businesses

While every business is different, we have prepared a generic list that applies to almost every business that will be offered for sale: Items Needed to Sell Most Businesses.


Before I offer my business for sale, will I be required to have my financial statements audited by a Certified Public Accountant?

No. While audited financial statements will answer many questions for a potential buyer and will reduce the uncertainty involved in buying a business, you are not required to provide audited statements. Audited statements are expensive to obtain. Therefore, sellers should weigh the cost of providing them against the value obtained. See: Certified Public Accountant (CPA).


How does the size of business factor into determining its value or selling price?

Obviously, increased net income before taxes translates into a higher value and selling price, but the relative size of a business also makes a significant difference. Larger businesses nearly always sell at a higher multiple of net earnings before taxes. It is for this reason that many businesses acquire other businesses and integrate them into their operation well in advance of selling the larger combined business. For example, two smaller businesses may each sell for a multiple of three, whereas the combined business may sell for a multiple of four.


Can a small company acquire a larger company?

Absolutely. Small companies often buy larger companies by means of a leveraged buyout. Contact us if you have a target in mind.


What is an entrepreneur?

An entrepreneur is a person who creates a new business, accepting all of the risks in search of a goal which usually includes making a profit. Entrepreneurs tend to be creative, focused, good communicators, and very hard-working men and women.


What is an intrapreneur?

An intrapreneur is an employee of a company with entrepreneurial skills who develops products and/or services for his employer using his or her innovative ideas and unique capabilities. Intrapreneurs are ambitious individuals who use company resources while accepting minimal risk. To the contrary, entrepreneurs invest their own resources, including cash, while accepting the full risk of their actions and decisions.


Is Pacific Business Advisors part of a franchise?

No. Pacific Business Advisors is an independent business brokerage and consulting firm established in 1987. We represent buyers and sellers of businesses throughout California. Our firm also represents buyers and sellers of new franchises and existing franchised businesses. We also assist business owners with creating franchises.


We would like to acquire a business. What are some of the most recession proof businesses?

While buying or starting any type of business has some risks, many people have started businesses during difficult periods that prospered and grew into large, successful companies. See: Existing Businesses Started During the Great Depression. Historically, a few of the business types that have been resistant to recessions include: Property management services, security guard and patrol companies, video surveillance and alarm companies, ATM routes, bookkeeping and tax services, and private postal/mailbox services.


Before I buy a business, I would like to determine whether the location is safe. Do you have any recommendations?

Yes. Please visit: Neighborhood Safety Evaluation for Buyers of Businesses and the links provided.


Does Pacific Business Advisors advertise its listings on any internet listing sites?

Yes. We utilize,,, LoopNet, IBBA, CABB, and other listing sites we believe will be valuable in marketing a particular listing. We also post listings on our own website which is visited by buyers, sellers, and other business brokerage firms on a regular basis.


Does advertise all of its listings on its website?

No. At the request of some clients, some of our listings are pocket listings which means the businesses are exposed only to a limited number of potential buyers. See: Pocket Listings - Business Sales.


Can you expose our business listing to potential buyers outside your immediate area?

Absolutely. We do it by means of: (1) extensive internet advertising, (2) direct mail to potential buyers, and (3) direct mail to an extensive list of cooperating business brokers. The list of business brokers that we are able to cooperate with in California currently exceeds 700. We also have a Director of Marketing - China and a Director of Marketing -Taiwan.


Does Pacific Business Advisors receive listings from other offices?

Yes. We regularly receive listing presentations from other business brokers because we have established a reputation since 1987 for being able to sell good listings. We welcome listing presentations from other brokers located anywhere in California and will make every effort to sell the businesses offered.


I'm a real estate broker that leases office buildings in Los Angeles. I regularly meet people that want to buy or sell a business. Since leasing office buildings does not conflict with what you do, is it possible for me to become a broker associate for your firm?

Yes. Pacific Business Advisors does not represent office building owners in providing leasing services. There would be no conflict of interest. As a real estate broker, you are able become a broker associate of our firm. Given the contacts you make on a regular basis, you will probably do very well as a business broker.


Is it realistic to expect that people who sell their business without the assistance of a business broker will receive the same price as those who use an experienced business broker?

Absolutely not. The price that a seller of a business will achieve is determined by the immutable law of supply and demand. Business brokerage firms like Pacific Business Advisors are in the business of creating and maximizing demand. The higher the demand, the higher the value and price of a business. The added value an experienced business brokerage firm can generate will usually offset the cost of any commission paid by a large multiple. We create demand in several ways. See: Questions to Ask a Business Broker Before Hiring Them to Sell Your Business.


Were the articles on your website written by you or were the articles provided by a service that writes articles for many business brokerage companies?

All of the articles on the website were written by Michael Chulak, the owner of the firm. The articles are updated as needed and additional relevant articles are added on a regular basis. Unlike some of our competitors, we do not purchase articles from a service.


May we distribute your articles to others and add them to our website?

Yes, provided we are given credit for writing the article. Every one of our articles includes our identifying information at the bottom which must be included. There is no cost for using our articles.


What is a trade show and how do they operate?

A trade show, also referred to as a trade fair, trade exposition, or trade exhibition, is an exhibition organized so that companies in a particular industry can showcase and demonstrate their latest latest products and services, and meet colleagues, suppliers, and customers. It also provides participants an opportunity to evaluate competitors. Most trade shows are open only to company representatives, but others are open to the public. Many trade shows offer seminars covering relevant topics, such as new laws and regulations. Most participants pay for a booth or space and will provide those in attendance with valuable, branded advertising promotional items. Tens of thousands of people attend trade shows throughout the United States and they are often covered by the press. Most successful companies participate in one or more trade shows each year.


What is a branded gift?

A branded gift is anything that features the company's name or logo. Branded gifts are commonly given to clients, prospective clients, and valuable employees to show appreciation. Branded gifts may be apparel, mousepads, chocolates, travel items, tote bags, notepads, coffee cups, and more. See: Corporate and Personal Branding and Promotional Advertising Products Industry.


Does Pacific Business Advisors recommend that buyers and sellers of businesses use the service of an independent escrow company, or is it possible to save money by forgoing the use of an escrow?

Pacific Business Advisors insists on the use of an independent escrow company that specializes in business sales transactions for all asset and stock sales. This is for the protection of the buyer, seller, any lender, as well as our firm. See: Escrows for Business Sales.


What are some of the questions that you will ask concerning the sale of my business at our first meeting?

We have created a convenient form that lists most of the initial questions we will ask and discuss at our initial meeting concerning the sale of your business: Initial Questions for Business Sellers.


What is the California Association of Business Brokers (CABB)?

Founded in 1986, the California Association of Business Brokers (CABB) is a professional association whose members are actively involved in assisting their clients in selling, buying, and evaluating businesses. See: California Association of Business Brokers (CABB).


What is the International Business Brokers Association (IBBA)?

The International Business Brokers Association (IBBA) is the largest international non-profit association operating exclusively for people and firms engaged in business brokerage and mergers and acquisitions. See: International Business Brokers Association (lBBA).


What is a professional organization and why do they exist?

A professional organization, also commonly referred to as a professional association, is generally a non-profit organization created to advance or support a particular profession and to serve the public interest. Most of these organizations provide their members with educational materials, comprehensive training, and other valuable services available only to their members, enabling them to provide their clients with more competent service. Most professional organizations require their members to adhere to a strict code of conduct. is a member of the California Association of Business Brokers, the International Business Brokers Association, and M & A Source. All of these professional organizations have a code of ethics and other strict requirements.


What is a CMEA?

A CMEA is a Certified Machinery and Equipment Appraiser. See: CMEA - Certified Machinery and Equipment Appraiser. Call Michael Chulak directly to discuss obtaining an appraisal.


Does Pacific Business Advisors offer exit planning services?

Absolutely. The management of Pacific Business Advisors works with other professionals such as CPAs and attorneys to develop a comprehensive strategy for exiting a privately held company. An exit plan is intended to maximize the net proceeds of a business sale after taxes and to create a smooth transition to a new owner.


I recently sold my business without using a business broker. Does my old, unused business entity have any value?

Yes. Had you utilized the services of You would have been provided the option of selling your old unused corporation entity or LLC for cash. It may not be too late. See: Have You Sold Your Business in the Last 18 Months?


Are agency disclosures required to be provided to buyers and sellers of businesses?

Yes. See: Agency Relationship Disclosures.


Can a business broker or agent be a dual agent in California?

Yes. It is permissible for a business broker or agent to be a dual agent, but the agent must make a proper disclosure.


We are seriously thinking about selling our California based business. Will Pacific Business Advisors provide us with a no cost confidential consultation so we can obtain more information?

Absolutely. For a no-cost, confidential consultation call Michael Chulak or one of the business brokers or agents on this website.


Is Pacific Business Advisors ever agreeable to accepting options, warrants and/or stock as part of its compensation?

Yes. Call Michael Chulak to discuss any proposed transaction.


I am concerned about maintaining confidentiality. I don't want my employees, competitors, or vendors to know that I will be selling my business. Can you maintain confidentiality while selling my business?

Absolutely. Our advertising will not disclose a precise location or description of your business and we will take every step required to protect your confidential information. See: Confidentiality is Critical in Business Sales.


We want to sell our business but also want to exercise extreme caution in maintaining strict confidentiality. Can Pacific Business Advisors sell a business without advertising it?

Yes. It is more difficult and will likely take more time, but it can be done. In such situations, we obtain what is called a pocket listing and then approach potential buyers one at a time after they are vetted and sign a confidentiality agreement that was prepared by the firm's attorney. See: Pocket Listing - Business Sales.


What is a Chinese Wall in business?

In business, a Chinese Wall describes a virtual barrier designed to block the transfer of information between departments of a business in order to maintain confidentiality and prevent conflicts of interest. Chinese Walls are commonly used in commercial banks, investment banks, corporations, and brokerage firms.


I am intending to sell my business and know that a certain competitor would pay a high price if given the opportunity. I am concerned about contacting the owner knowing he might go after my clients and employees. What do you suggest?

What you have described is a perfect situation for a highly experienced business broker. We are experts at dealing with this common situation. This is no time to hire an amateur.


Is it possible to sell only a percentage of my business? It is incorporated.

Yes. However, if you sell less than a controlling percentage, the price per share will be less.


If I offer my business for sale and agree to provide seller financing to a credit worthy buyer that pays at least 20% down, will my sales price be materially higher?

Yes. You are likely to receive approximately 10% to 15% more and can earn an interest rate on the note that will be far greater than what banks pay.


How likely is it that everyone that signs a non-disclosure agreement will honor it?

It is highly likely if you are represented by Pacific Business Advisors because we explain in graphic detail what can happen to them if they breach the agreement. See: Non - Disclosure Agreement (NDA).


Does Pacific Business Advisors qualify prospective buyers before providing them information about a specific company?

Pacific Business Advisors qualifies prospective buyers extensively. It starts with them reading and signing a confidentiality agreement that can be found on our website. We assess their financial capacity, their tolerance for risk, their skills, and experience, their credit history, and their preferences. We also evaluate their biographical information. The business brokers and agents with Pacific Business Advisors understand the importance of not providing confidential information to people who are not suitable for a specific investment.


How do the business brokers at Pacific Business Advisors screen potential buyers?

Screening buyers requires several steps. Before a prospective buyer is asked to sign a Non-disclosure Agreement (NDA) and provided any confidential information about your business, we want to determine the following: (1) Does the person have the financial ability to buy the business and have adequate reserves, (2) Does the person have a genuine interest in owning and operating your type of business, and (3) Does the person have the ability to run the business. We do not want to start the buying process with someone who will change his or her mind prior to closing or who will be unable to successfully run the business after the closing. This is vitally important if seller financing is involved.


How important is it for the seller of a business to ask a prospective buyer for proof of funds?

It is absolutely reasonable to ask a prospective buyer for proof of funds. This is something a business broker should do for the seller of a business. Proof of funds can consist of a bank statement or a professionally prepared and signed balance sheet by the company's accountant.


In the world of finance, what does it mean to have dry powder?

Dry powder refers to cash reserves or cash equivalents such as treasuries that can be converted to cash overnight to fund acquisitions or cover emergencies. Having dry powder puts a company into a string position in negotiating an acquisition.


I own a small business that has earned me an excellent income for several years. While my income is good, I cannot say that the business generates a profit over and above my take-home pay. Is this type of small business saleable?

Yes. There are many people seeking to buy the type of business you have described assuming it is realistic to expect that the buyer will be able to run the business as you have. If after a reasonable training period, a new buyer can replace you, your business is saleable.


What is the difference between a business broker and an investment banker?

Both types of firms are business intermediaries that represent buyers and sellers of companies. Business brokers tend to represent business clients in transactions up to about $15 million while investment bankers represent larger companies that are often public companies. Investment bankers offer a greater range of financial services, but their cost is also greater. Pacific Business Advisors is a business broker that has represented buyers and sellers of both large and small businesses since 1987.


What is the difference between a franchise consultant and a business broker that represents people who want to buy a franchise or a franchised business?

Franchise consultants refer or introduce interested individuals to franchisors who then explain the benefits of acquiring a franchise from their company. Franchise consultants require no license in California and play a limited role beyond making a referral. Franchise brokers are licensed professionals who represent both buyers and sellers of new franchises as well as existing franchised businesses.


How many business brokers are there in the United States?

There are approximately 5,000 business brokers in the United States working out of about 3,000 offices. While there are some large business brokerage firms, the average office consists of 1.7 agents. This compares to more than two million residential real estate agents.


We are interested in buying a new franchise. Can you help us select a franchise that is right for us?

Absolutely. We can assist you with a new franchise anywhere in America or a resale franchise. Please contact us so we can obtain the information we need to make some recommendations.


I am interested in buying a specific franchise. Can your firm assist me in the acquisition?

Absolutely. We can assist you in acquiring any franchise based in any state within the United States or Canada.


Is financing available if I decide to buy a franchise?

While cash is always king, there are some financing alternatives available for many investors wanting to start their own business. See: Financing the Purchase of a New Franchise or Existing Business.


What is a finance subsidiary?

A finance subsidiary is a subsidiary of a corporation created for the purpose of financing sales made by the parent company. The finance subsidiary may be wholly owned or not. Sometimes franchisor companies create finance subsidiaries to assist people in acquiring franchises.


What are the advantages to buying a franchise as opposed to an existing operating business?

Both have advantages and disadvantages. Each investor has to decide which alternative meets his or her preference. See: Advantages to Buying a Franchise.


How can a franchisee be certain that the franchisor will provide long term support including advice?

As a prospective franchisee, you need to recognize that the long-term success of a franchisor is tied directly to the success of its franchisees. Franchisors make most of their money from royalties which are generated when franchisees earn income. Franchisors earn additional money by selling franchises. However, a franchisor's longterm success in selling franchises is tied to the reputation of the franchisor which is directly tied to its relationships with its existing franchisees. In short, it is in the best interest of a franchisor to do everything reasonably possible to make its franchisees successful. That includes providing long term support and advice.


What is scaling a business?

Scaling a business refers to increasing revenue at a faster rate than expenses. It also refers to the ability of a business to perform effectively and effectively under an increased workload. Not all businesses can scale. A business that can scale will benefit from economies of scale, where production costs are spread across more units of production, resulting in higher profit margins and higher profit.


We are intending to acquire a franchise. Can your firm assist us with site selection?

Absolutely. Every major franchisor has a list of requirements. Once we know what franchise you intend to acquire, we can get started.


We are interested in acquiring a franchise. Will franchisors ever negotiate the price of their franchise?

Almost never, but you can ask. Franchisors understand that if they reduce the price for anyone investor, they will be put into a position of having to do the same for all subsequent investors. It is for this reason" that we do not see franchisors negotiate their fees. Notwithstanding, there are some things that some franchisors will consider negotiating such as: (1) Additional training, (2) Additional grand opening support, (3) The size of any protected territory, (4) Payment terms for the franchise fee, (5) The terms of any personal guarantee, (6) The fee required to be paid for a transfer of the franchise, and (7) The renewal or extension terms. When you buy a franchise through Pacific Business Advisors, we can discuss your options.


Should I consider buying a business that is losing money if the price is right?

You should consider it only if you have extensive experience with the type of business being offered for sale. If you own and operate the same type of business and can identify specifically why the business is losing money, you may be able to acquire a bargain. The key is being able to eliminate the reason for the red ink and taking advantage of what the business offers you.


What is predatory pricing and is it legal?

Predatory pricing is the illegal business practice of setting prices for a product or service at an unreasonably low level in order eliminate or severely damage the completion. Predatory pricing includes offering products at below cost. The illegal practice is primarily engaged in by very large companies that have the resources to drive out the competition, or foreign suppliers such as the People's Republic of China where the communist government partners with every major business and subsidizes them.


What is a private equity firm?

A private equity firm or private equity fund consists of a firm that has a large pool of money available to be invested in businesses or to acquire profitable companies. They generally raise their funds from wealthy individuals investing as limited partners, pension funds, university endowments, and other sources. Pacific Business Advisors has worked with several private equity firms that have purchased businesses through our firm.


What are micro private equity funds?

Micro private equity funds are pools of investment capital used to acquire business valued at less than five million dollars. These are generally smaller than the target companies wanted by most private equity firms. Investors in micro private equity funds are accredited investors. Pacific Business Advisors works with individual buyers, micro private equity funds, and private equity firms.


What is a pledge fund?

A pledge fund is an investment vehicle in which accredited investors pledge or agree to invest capital for specific investments on a deal by deal basis. The investors reserve the right to select those investments they like and to reject those they don't like. Pledge funds are usually structured similar to private equity funds.


Do private equity firms tend to pay less for businesses than other buyers?

No. Private equity firms are subject to competition just like any other buyer. There are numerous private equity firms competing to acquire businesses in California.


What is a fundless sponsor?

A fund less sponsor, sometimes referred to as an independent sponsor, is an individual or group of investors that are seeking to acquire a business without having an immediate source of capital available. Fundless sponsors raise the downpayment equity after they have executed a letter of intent (LOI). Many sellers will not enter into a letter of intent with a fund less sponsor because they first want to verify that the buyer is capable of performing. Consequently, fund less sponsors are often required to offer a relatively higher purchase price in order to get the attention of a seller. Our firm does not recommend that business sellers enter into agreements with investors that cannot verify they have the required down payment immediately available. See: Letter of Intent and Leveraged Buyout (LBO) - Small Companies.


What is a dealership?

A dealership is a business that has the right to sell a company's products in a specific geographical area, on a retail basis using the company's name. An example would be a Ford dealership. Owners of dealerships, referred to as dealers, generally operate with very few restrictions unlike franchisees who are required to follow strict requirements. Dealerships must be licensed in California.


What is a licensing agreement and how do they differ from a franchise agreement?

Unlike a franchise agreement, a licensing agreement creates a limited business relationship in which the licensor (the one who owns one or more trademarks) grants the right to use one or more trademarks to another party called the licensee. In consideration of granting the license, the licensee pays a royalty fee to the licensor. Licenses work best for product-based businesses as opposed to service-based businesses. A franchise agreement gives the franchisor a substantial amount of control over the franchisee that does not exist with a license agreement. One of the largest licensors in the United States is The Walt Disney Company. Another major licensor is The Coca-Cola Company. See: What is a Franchise and Franchise Questions and Answers.


What is a venture capital firm?

A venture capital firm consists of a firm that has a large pool of money available to invest in start-up companies that have great growth potential. These companies are not necessarily profitable when required. They generally raise their funds from wealthy individuals investing as limited partners, pension funds, university endowments, and other sources.


What is a venture capitalist?

A venture capitalist is an investor that provides new companies with capital in exchange for equity, usually in the form of stock and sometimes warrants. While the failure rate of these companies is high, most venture capitalists tend to make large profits on those investments that are successful.


What is a merchant banker?

A merchant banker is an investment banker that acquires stakes in companies. The stake may be an equity investment or a loan. Merchant bankers generally provide services to large corporations as opposed to individuals or small companies. Small companies, under $5 million in annual revenue tend to do business with business intermediaries like Pacific Business Advisors.


How are merchant services defined?

Merchant services is a very broad category of financial services without a precise definition. It is an umbrella term for several payment related business support services which generally include point of sale (POS) systems, automatic clearing house (ACH) services, credit cards, debit cards, gift cards, and other related services that help merchants accept payments. Merchant services are generally provided by commercial banks and financial services companies.


What is a private Business Development Company (BDC)?

A private business development company is a company that typically invests in small, distressed companies, providing capital, marketing, and needed expertise. Business development companies assist distressed companies regain a sound financial footing. They are sometimes paid with stock. Call Michael Chulak for a no-cost initial consultation. We may be able to assist you.


What is a trust company and what services do they perform?

A trust company is a legal entity, usually a corporation, that acts as a fiduciary, trustee, or agent on behalf of an individual or business. Trust companies generally manage, administer, and eventually transfer assets to a beneficiary of a trust. Trust services are commonly provided by the trust department of a commercial bank or an affiliate of a commercial bank. The Trustor or Grantor is the person who transfers assets into a trust for the benefit of a Beneficiary. The Trustee is the person who manages the property in the trust and distributes it according to the trust document. See: Glossary of Probate Terms for detailed definitions.


What is a family office business?

A family office business, also referred to as a family office, is a private wealth management advisory firm that serves one or a small number of highly affluent families. Family offices often work directly with business brokerage firms such as Pacific Business Advisors to assist them in acquisitions, sales, and mergers of businesses.


What is vertical integration?

Vertical integration refers to an arrangement in which the supply chain of a business is integrated and owned by that company. The supply chain may consist of products or services, or both. An example would be a property management company acquiring an accounting firm that provides financial statements for its management clients. The primary advantage to vertical integration is that a company can capture upstream, and downstream profit margins making it more competitive while providing it more control over its operation. Many business buyers, acquire companies in order to achieve vertical integration.


What is horizontal integration?

Horizontal integration refers to a company expanding through acquisitions or mergers. It generally results in greater efficiency, cost savings, and increased market share. An example would be two or more small real estate brokerage firms in different locations merging into one larger company, resulting in greater market exposure and diversification.


What is backward integration?

Backward integration is a form of vertical integration in which a company buys or merges with one of its suppliers.


What is a reverse takeover?

A reverse takeover is when a small company takes over a large company or a private company takes over a public company.


What is a platform company?

A platform company is the first company acquired by a private equity group in a specific industry. Platform companies serve as the foundation or platform for other companies acquired in the same industry. These acquisitions are known as add-on acquisitions, tuck-in acquisitions, and bolt-on acquisitions. The majority of private equity firms will acquire four to eight platform companies for each fund and will then expand the platform companies organically or by means of acquisitions. See: Mergers and Acquisitions and Reasons for Mergers and Acquisitions.


What is an accretive acquisition?

An Accretive Acquisition is one in which the valuation multiple for the combined company exceeds the multiple that would apply to either the acquiring company or the acquired company. This occurs strictly because the combined company now large enough to demand a higher multiple based on the market. See: Reasons for Mergers and Acquisitions and Mergers and Acquisitions.


What is an add-on acquisition?

An add-on acquisition refers to a company acquired by a private equity firm for one of its platform companies or by a strategic buyer seeking a merger target. Add-ons provide additional revenue but may also provide diversification, an expansion into a new territory, and new products and/or services. More than 70% of acquisitions by private equity firms are add-ones.


What is a bolt-on acquisition?

A bolt-on acquisition is similar to an add-on acquisition by a private equity firm for one of its platforms except that the company acquired is much smaller. Compare to add-on acquisitions and tuck-in acquisitions.


What is a tuck-in acquisition?

A tuck-in acquisition refers to a small company acquired by a private equity company for one of its platform companies. These companies have no management team. They are usually run by a single owner who is retiring from the business. Tuck-in acquisitions are motivated exclusively by revenue and geography. These small companies lose their identity when the acquisition is completed. They are completely absorbed into the platform company. Compare tuck-in acquisitions to bolt-on acquisitions and add-on acquisitions.


What is a beachhead acquisition?

A beachhead acquisition takes place when a business acquires another smaller business in a distant geographic market in order to establish an entry into that market with the intention of expanding it. A beachhead acquisition permits the acquiring company to test the market and provides it an opportunity to make adjustments, if needed, before a major investment in made.


What is a roll-up merger?

A roll-up merger is when a buyer, usually a private equity firm, buys several companies in the same market and merges them into a Iarger entity in order to benefit from economies of scale. Sellers of the small companies receive cash and sometimes stock in the newly formed larger company.


What is a growth company?

A growth company is a company that generates substantial cash flow, but pays no dividends or distributions to the owners, instead opting to reinvest all cash flow back into the company in order to maximize the growth of the company.


What is empire building?

Empire building is often referred to as a merger or acquisition strategy motivated primarily by perceived increases in status or prestige that follows company growth and profits.


What is reincorporation and is it advantageous?

Reincorporation involves forming a corporation in another state, transferring all assets and liabilities of an existing California corporation to the new corporation, and dissolving the existing corporation. While many investors are motivated to move out of such states as California and New York and move to the states that have no state income tax such as Texas, Florida, and Nevada, investors should first check with their accountant to determine whether there will be adverse tax consequences as a result of the move.


What is a management buyout?

A management buyout is the acquisition of a company, usually by a team of executives who have extensive knowledge and experience with the company. Most management buyouts are friendly transactions in which the owners want to retire. They may want to retain some stock in the company and are highly motivated to make certain the company is placed into the hands of the most capable people. Management buyouts can be financed by the seller, by the Small Business Administration (SBA), via a leveraged buyout or other means.


What is a business affiliate or affiliation?

A business affiliation exists when a formal business relationship is established between two companies where each company provides an economic benefit to the other. The economic benefit often consists of referrals and the payment of commissions. Affiliations or affiliate companies may also refer to two or more subsidiaries of a parent company. It is not necessary for affiliates to own shares in the other company and most do not. Many companies have numerous affiliates, using the relationships as a primary means for generating revenue, web traffic, and market exposure. This is commonly referred to as affiliate marketing. Pacific Business Advisors has several affiliates. The most significant is which is a full-service real estate brokerage firm located in Southern California.


What are sister companies?

Sister companies are two or more subsidiaries that are related because they are owned by the same parent company. A subsidiary is a wholly owned company or one that is majority owned and controlled by a parent company.


I am going to sell my business but don't know whether an asset sale or stock sale is more advantageous from a tax standpoint. What do you recommend?

Your CPA or Enrolled Agent can provide you with two pro-forma calculations. However, you should remember that many buyers of businesses will not consider a stock sale because of the possible liabilities that he or she may inherit with a stock sale.


What is a joint venture?

A joint venture is a business arrangement in which two or more businesses agree to pool their resources for the purpose of accomplishing a specific task. Joint ventures are different from strategic alliances. See: Joint Venture and Strategic Alliance.


What is a joint stock company?

The term joint stock company is an old term that is rarely used today. A joint stock company is a business entity in which the company's stock can be acquired or sold by shareholders. Given current law, a joint stock company is synonymous with a corporation. California will not register a joint stock company.


What is a business combination?

A business combination refers to the combination of two or more companies into a single, larger organization. See: Mergers and Acquisitions and Synergy.


What is financial synergy?

Financial synergy exists when two or more businesses combine, usually by means of a merger or acquisition, resulting in operating benefits that could not be achieved by either business operating independently of the other.


What is a synergistic buyer?

A synergistic buyer is a business buyer that grows his or her business by means of acquiring targeted companies in the same or in highly related industries in order to take advantage of economies of scale. Most synergistic buyers are large, well established and highly capitalized companies.


What is the capital structure of a business?

In corporate finance, the capital structure consists of the allocation or mix of shareholder's equity, preferred stock, and debt or borrowed funds, including bonds. The capital structure of a business is set forth on the company's balance sheet. The larger the debt is in relation to the other sources of capital, the greater is the financial leverage. Too much debt increases risk but can also result in the highest profits. The owners of the company are responsible for establishing the capital structure of the company. When Pacific Business Advisors represents a buyer or seller of a business, we carefully evaluate the capital structure.


What is a distribution waterfall?

A distribution waterfall describes the order in which gains from a pooled investment will be distributed among investors in the pool. The investment pool may be a private equity fund, a limited partnership, an LLC, or otherwise.


What is the difference between a shareholder and a stockholder?

In business and accounting, the terms are used interchangeably to mean someone who owns an interest in a corporation.


What is the difference between authorized shares of a corporation and outstanding shares?

Authorized shares are the maximum number of shares a corporation is legally allowed to issue as determined by its articles of incorporation. Outstanding shares are the actual number of shares issued to investors from those shares authorized to be issued. Corporations often hold back on issuing shares because they may want to issue them in the future for a specific purpose.


What is the definition of preferred stock or preferred shares?

Shares of stock may be preferred over common stock. Preferred stock has a higher claim to dividends or asset distribution, upon sale or liquidation of the corporation, than common stock or shares. The terms of the preference will vary from corporation to corporation but the preference is always less than the rights of bond holders. Preferred shares generally do not have voting rights.


What is treasury stock and why is it acquired?

Treasury stock, or treasury shares, is reacquired stock that was previously outstanding and bought back from shareholders by the issuing company. Treasury stock reduces the number of outstanding shares. Treasury stock is generally acquired because the corporate directors believe the purchase price is less the stock's value. Treasury stock is non-voting and does not result in the payment of dividends.


What are preemptive shareholder rights?

Preemptive rights provides a shareholder the right to buy additional shares of stock in any future issue of a company's common stock before the shares are offered to the public. A preemptive right is often called an anti-dilution provision because it gives the shareholders the ability to maintain their existing percentage of ownership as more shares are issued.


What are drag-along rights?

Drag-along rights refers to an enforceable agreement or a provision in a contract that enables a majority shareholder to force a minority shareholder to join in the sale of a company. The majority shareholder doing the dragging is required to give the minority shareholder the same price, terms, and conditions as received by the majority shareholder. Drag-along rights recognizes the fact that most buyers of companies want to own 100% of the company.


What is callable stock?

Callable stock are shares in a corporation that have been issued that the company has the right to buy back based upon a predetermined price. Callable stock is almost always a feature of preferred, non-voting stock, and restricted corporate stock.


What is a convertible note?

A convertible note is a promissory note that can be converted to equity, usually stock, under defined conditions. A note becomes convertible only if a conversion provision is included in the note. While these provisions are not common, many seller carry back notes contain such a provision. The holder of the note has the option, but not the obligation to exercise the right to convert as defined in the note.


What is mark to market accounting?

Mark to market accounting (MTM) is an accounting method used to value certain assets that fluctuate over time such as loans outstanding, bonds, and other securities. Mark to market presents a more accurate valuation of a company's assets, based upon current market conditions, which includes the level of interest rates. MTM accounting is the alternative to historical cost accounting which maintains an asset's value at the original cost. For example, if a company makes a loan at a fixed rate of 7% per annum for 10 years and the market declines to 5%, the value of the loan will decline in the marketplace. Utilizing MTM accounting, the company will write down the value of the asset to reflect the current market value given that the loan will have to be sold at a discount. Under the historical cost accounting method, the asset remains on the books at the original cost.


What is a Private IPO?

A Private IPO (Private Initial Offering) is a method of raising capital through private placements in which only accredited investors are offered stock or bonds for cash. These accredited investors include pension funds, investment banks, mutual funds, and wealthy individuals that meet the requirements of the Securities and Exchange Commission (SEC). Unlike a public IPO, stock and bonds may not be offered to the public which limits the pool of potential investors. The cost of a Private IPO is far less than the cost of a Public IPO.


What is a private placement of stock?

A private placement of stock is a sale of corporate stock to accredited investors. It is an alternative to an initial public offering (I PO) for a company wanting to raise capital. Private placements are regulated by the U.S. Securities and Exchange Commission under Regulations D. Private placements are far less regulated than initial public offerings and less costly.


How do I prove to an investment company that I am an accredited investor?

The investment company will probably want three years of personal and business tax returns, bank statements, a current financial statement which includes a balance sheet, and a credit report from a major credit reporting company. Investment companies must protect themselves by taking these steps.


What is effective control of a corporation?

Effective control is exercised by a shareholder who owns less than a majority of the stock of a corporation (50% plus one share), but nevertheless controls the corporation. This usually occurs when a shareholder owns a significant stake in the corporation and all of the remaining shareholders own small numbers of shares. For example, a shareholder who owns 35% of the shares may have effective control of a corporation when the next largest shareholder owns only 5% of the shares.


What does fully diluted common shares of a corporation refer to?

Fully diluted common shares are the total common shares of a corporation counting all shares that are currently issued and outstanding, plus all shares that can be claimed through the conversion of convertible preferred stock through the exercise of outstanding warrants and options.


What is a surviving entity in the mergers and acquisitions industry?

The surviving entity in the mergers and acquisitions industry is the entity that remains after a merger is completed. It retains its original name and identity while the other company is absorbed and ceases to exist as a separate entity. Usually, the surviving entity is large and has brand recognition in the market.


What is a control premium?

A control premium is the amount that a buyer is willing to pay, in excess of current market value, for a partial interest in a company that provides the buyer with a controlling interest in the company.


What is an interlocking directorate?

Interlocking directorates refer to members of corporate boards serving on the boards of two or more corporations. A person who is a member of more than one board is referred to as a multiple director. Two corporations have a direct interlock if a director of one firm is also a director of another firm. An indirect interlock exists when directors of two firms each are a director of a third firm. Interlocks allow corporations to work together easier to accomplish common objectives. Interlocks sometimes take place between for-profit corporations and nonprofit corporations. The largest corporations in the country tend to have the most interlocks.


What are interlocking shareholdings?

Interlocking shareholdings, also called cross shareholdings, exist when two or more corporations own shares in the other corporations. Interlocking shareholding is intended to bond the companies together without actually requiring a merger.


How does corporate pyramiding work?

Corporate pyramiding takes place when the controlling shareholder of a corporation uses that corporation to control another corporation and that corporation controls another and so on. For example, a 51 % shareholder of corporation A acquires a 51 % stake in corporation B. Corporation B now acquires a 51% stake in corporation C and so on down the line. The original 51% shareholder in corporation A now controls corporation B and corporation C. This process of pyramiding can continue with the original shareholder of corporation A controlling many corporations. When you consider that the original shareholder may be able to effectively control corporation A with less than a 51% stake, the leverage possibilities become huge.


Is multilevel marketing a legitimate business model?

Yes. Multilevel marketing should not be confused with illegal pyramid schemes. Multilevel marking is legal in all 50 states. See: Multilevel Marketing (MLM) and Pyramid Schemes.


When does the acquisition of the stock of a business become a subsidiary?

When a business acquires more than 50% of the stock of another corporation, the acquisition becomes a subsidiary. A subsidiary is a company that is controlled by another company referred to as the parent company or the holding company. When a subsidiary is 100% owned by a parent company, the subsidiary is called a wholly owned subsidiary. Two subsidiaries that are controlled by the same parent company are called sister companies.


What is an associate or associate company?

In accounting and business valuations, it is a company in which another company owns a 20% to 50% interest usually in the from of stock. Under these circumstances, the financial statements of the two companies are not consolidated. The value of the associate company is reported in the balance sheet of the first company as an asset


What is an agent owned company?

An agent-owned company is a private company, controlled by Its agents, for which it provides common marketing and business coordination. It is common in the moving company sector, where moves are performed by local agents, under a national brand.


What are tiered corporate subsidiaries?

Multiple levels of subsidiaries are referred to as first-tier subsidiary, second tier subsidiary, and third tier subsidiary. A first-tier subsidiary is owned directly by the parent or holding company while a second-tier subsidiary is a subsidiary of a first-tier subsidiary and so forth. Each is a separate, distinct legal entity.


What is market share and what is its significance?

Market share the percent of total sales in a particular industry generated by a specific company. Market share is calculated by taking the company's sales over a defined period such as 12 months and dividing it by the total sales of the industry over the same period. The percentage is used to measure the size of a company in relation to its market and its competitors. The market leader in an industry is the company with the greatest market share. Increases and decreases in market share are one important indicator of how a business is doing. The most certain way of increasing market share is to acquire competitors. Increased market share allows a company to operate at a lower cost per dollar of sales and to more easily attract high quality employees. Pacific Business Advisors can assist businesses increase market share through business acquisitions.


What is critical mass in business?

Reaching critical mass is the goal of every business whether stated or not. Critical mass is the point at which a growing and mature company becomes self sustaining and no longer needs the infusion of investment capital to grow and prosper. Many businesses never reach this point. They remain profitable, but do not earn enough to grow the business to a desired level. See: Inorganic Business Growth, Organic Business Growth, and Reasons for Mergers and Acquisitions.


What is a barter exchange company and how do they function?

A barter exchange is a business organization that provides third party services to members of the organization that engage in the trading or bartering of goods and services. See: Barter Exchanges - How they Work.


What is a divestiture of a business?

A divestiture is the partial or full disposal of a business, usually a subsidiary, by means of the sale or dissolution of the business. Divestitures most often take place after a merger of two or more businesses. They are intended to allow businesses to concentrate on their core operations, cut costs, repay debt, and increase shareholder value.


What is a carve-out?

A carve-out takes place when a parent company partially divests itself of a business division by selling a minority interest to an outside investor or sells a controlling interest while retaining minority interest. A parent company will often carve out a division that is not part of its core business.


What is a corporate spinoff or spinout?

Corporate spinoffs take place when a division of a company becomes an independent company with its own assets, employees, and operations that are taken from the parent company. Shareholders receive corporate shares in the new spinoff company as compensation for the loss of equity in the parent. A spinoff is not the same as a divestiture where assets are sold to a third party. Spinoffs take place when management believes the new corporation will create additional value if the business is operated an independent company. Spinoffs are sometimes referred to as spinouts. Many corporate spinoffs take place before a business is sold. Pacific Business Advisors has successfully assisted businesses create spinoff companies.


In a management buyout, would Pacific Business Advisors represent the seller or the management group intending to acquire the company?

We could represent either party to such a transaction. See: Business Startup Checklist and Business Plan.


What is a pocket listing and what are the advantages and disadvantages?

A pocket listing is a listing in which at the request of our client, the listing is exposed only to a limited number of potential buyers and is not advertised to the public. See: Pocket Listings - Business Sales.


Does Pacific Business Advisors have the in-house capability of evaluating tax returns and financial statements?

Yes. One of the owners of the company is the Chief Financial Officer of an accounting firm, Nationwide Accounting Services located in Agoura Hills, California. Notwithstanding, we recommend that all buyers and sellers of businesses consult directly with their own independent accountant for advice.


Does Pacific Business Advisors provide buyers and sellers with tax advice?

We do not. Buyers and sellers should obtain tax advice from a Certified Public Accountant.


How do I minimize the tax I will pay when I sell my business?

This is a question you must ask your CPA or Enrolled Agent. There are many factors to be considered. Only a CPA or Enrolled Agent is qualified to provide such advice.


We are intending to sell our businesses, but our accounting records are not in good order. Can Pacific Business Advisors recommend someone to assist us in getting our accounting records ready for a buyer's evaluation?

Yes. Pacific Business Advisors has an affiliate, Nationwide Accounting Services which is available for such assignments, or you may utilize other experienced accounting firms.


What is Ratio Analysis?

Ratio analysis is a method of gaining insight into a company's liquidity, operating efficiency, and its profitability by studying its financial statements. Ratio analysis is commonly used by accountants in performing due diligence. Ratio analysis includes the evaluation of liquidity ratios, solvency ratios, efficiency ratios, probability ratios, and other relevant ratios.


What are solvency ratios?

A solvency ratio is one of several metrics to determine whether a company can remain solvent in the long-term. Solvency ratios are used and calculated by potential buyers and lenders before they make a decision. Calculating solvency ratios is generally part of the due diligence process for buyers of mid-size and large companies and their lenders.


What is a swap ratio?

A swap ratio applies when an acquiring company buys a target company for stock. For example, if the acquiring company pays the owners one share in its company stock for every five shares acquired in the target company, the swap ratio would be one to five or 1:5. Swap ratios are negotiated between the buyer and seller based upon the value of each business. See: Stock Swaps and Reason for Mergers and Acquisitions.


What is a proforma financial statement?

A proforma financial statement is a projected financial statement based upon historical data and other information considered reliable. A proforma can apply to income and expense statements, balance sheets, and cash flow statements. A proforma is a forecast. A proforma can apply to a for-profit business, a non-profit, or a homeowner association.


What is meant by the burn rate?

The burn rate of a company is the speed at which a new company, including a new franchise, uses or burns through its existing cash reserves for overhead, including marketing expenses, before it reaches a positive cash flow.


What is the significance of the term "customer acquisition cost"?

Customer acquisition cost (CAC) is an important metric used in cost accounting and by potential buyers of businesses to compare acquisition opportunities. CAC is the cost incurred to obtain a customer or client who purchases a product or service. CAC is reduced when a business achieves a positive reputation in its industry. See: Cost Accounting and Managerial Accounting.


What is a distribution waterfall?

A distribution waterfall describes the order in which gains from a pooled investment will be distributed among investors in the pool. The investment pool may be a private equity fund, a limited partnership, an LLC, or otherwise.


What does the core competency of a business refer to?

Core competency of a business refers to the defining capability or advantage that distinguishes a business from its competition. Examples would be superior ethical standards or the achievement of professional designations.


I would like to join your business brokerage firm, but I live far from your corporate office in Agoura Hills. Can I work from my home in Northern California if I join Pacific Business Advisors?

Yes. It is not necessary to work from Agoura Hills. Today, most business brokers and agents work primarily from their homes. Pacific Business Advisors represents sellers and buyers of businesses throughout in California so there is no disadvantage to working outside of Agoura Hills or Los Angeles County.


I'm an experienced business broker working for a small company in the San Francisco area. If I join your firm, will I be eligible for your Chamber of Commerce Marketing Program and will I receive the types of advertising materials displayed on your website?

Absolutely. We would support you in the same way we support business brokers that live nearby.


If I become a business broker with your firm, will I be required to join a Board of Realtors and pay board and multiple listing fees?

No. Business brokers and agents as well as referral agents are not required to join Realtor Boards and pay MLS fees. MLS services are only used, by residential brokers and agents that are actively involved in representing buyers and sellers of real estate. You would not be required to pay any monthly fees if you join our firm.


I'm a business broker that works for a commercial real estate company as opposed to a business brokerage firm. How would joining your firm help me better represent my clients while earning more money?

I suggest you review this website, particularly the section: Reasons to Join Pacific Business Advisors, Questions to Ask a Business Broker Before Hiring Them, and Receive a Free Broker Opinion of Value. After you have reviewed this material, call Michael Chulak with any questions.


I own a real estate brokerage firm in Los Angeles that has several residential and commercial real estate agents. Sometimes they come across someone who wants to buy or sell a business. Can we earn a referral fee if we refer the leads to your company?

Absolutely. We will pay a 10% fee to any brokerage firm that refers a business buyer or seller to us. The fee is 10% of the commission we receive, payable upon closing.


Do the business brokers with work out of a central office or from their home offices?

Our business brokers are located in various areas of California making it is more practical for them to work out of their home offices. We regularly hold Zoom meetings, including training meetings. By not spending money on an office that would be of little value to our brokers and clients, we have extra money to spend on advertising client listings and other means of generating business.


Who is responsible for in-house training of new business brokers at

Extensive in-house training is conducted by Michael Chulak who has more than 35 years of experience representing buyers and sellers of businesses. See: Business Broker Training. Michael Chulak's biography is included on this website for your review. Additional training is available through the California Association of Business Brokers (CABB) and The International Business Brokers Association (lBBA).


In business, what is a linchpin?

A linchpin or lynch pin in business is the person in a business enterprise that holds it together. He or she is the most important person in the organization. A small business may have a linchpin; a large business usually does not have a single linchpin. See: How to Become an Invaluable Employee and Characteristics of Successful Business Executives and Entrepreneurs.


I want to retire so I can travel and spend my time on things other than my business, but would also like to benefit from the fact that I have created a successful growing business that I am certain will grow and become even more profitable. Do you have a recommendation?

Yes. We can assist you in selling your business while retaining a 25% interest in the form of non-voting stock or a limited partnership interest. This gives the buyer the ability to run the business, but it also gives the seller the ability to share in the income of the business and the benefits of future growth. There are numerous formulas for satisfying what you want to accomplish. Contact Michael Chulak for additional information.


What type of license do I need to become a business broker or agent?

In California, you need a real estate license. The license is issued by the California Department of Real Estate. If you do not have a California Real East License, please visit: Become a Real Estate Agent.


Is selling a business similar to selling a home?

Not at all. Selling a business requires far more knowledge and far more work. While there are over one million real estate brokers and sales agents across the nation, there are only about 4,000 business brokers. All of the forms and documents used in selling a business are completely different from those used to sell real estate. If you are a real estate broker or agent wanting to become a business broker, call Michael Chulak at Pacific Business Advisors for a confidential interview. See Reasons to Join Pacific Business Advisors.


Our company owns land that has value, but we don't need it for our business operations. We would like to sell it before we offer our business for sale because the buyer will probably not pay much for it since it is not essential to the business. Can you assist us in selling it?

Absolutely. We have an affiliate that specializes in the sale of land. See:


Is it possible and practicable to represent both buyers and sellers of businesses, and buyers and sellers of commercial real estate?

Absolutely. In fact Pacific Business Advisors has an affiliate, which is a fulI-service real estate firm established in 1987.


Is it possible and practicable for a business broker to work part-time with Pacific Business Advisors?

Yes. However, to be really successful, you should work with one of our full-time, highly experienced business brokers in order to assure your clients they will receive the immediate attention they deserve.


Is it possible for me to earn commissions by simply referring potential buyers and sellers to a full time, experienced business broker or agent?

You can become a referral agent, and earn thousands of dollars consistently each year by limiting your activating to making referrals.


When I sell my business will I be able to transfer my lease to the buyer?

Most commercial leases have a specific provision that addresses this issue. The majority of leases will permit a transfer of the lease if the buyer has good credit and pays a transfer fee. Some landlords will release the original lessee of any liability under the lease and some will not. Your business broker or agent can review your lease and help you obtain the necessary approval.


What is an indemnification provision in a business sale contract?

An indemnification provision or clause in a contract allocates the risk and cost in the event of a default, breach, or misconduct by one of the parties. An indemnification clause can be a mutual indemnification or a one way indemnification. Indemnification can cover all damages, court costs, and attorney's fees. Indemnification clauses should be drafted by an attorney.


What is the working capital threshold in a business sale?

The working capital threshold is a term often used in a letter of intent or stock purchase agreement that sets forth the amount of cash the buyer expects to receive in the subject transaction. Buyers want to determine whether additional funds will need to be injected into the business after closing.


Buying a Business with a Month-to-Month Lease

Buying a business with a short term or month to month lease can be extremely dangerous or it can be a positive depending on several factors. See: Buying a Business With a Month to Month Lease and How Your Premises Lease Affects the Value of Your Business.


In a business sale, how is the inventory normally counted?

For most small businesses, the buyer and seller will work together to count the inventory, or they may decide to utilize the service of a professional, third-party service.


What is the significance of the term: Days Sales Outstanding?

Days Sales Outstanding (OSO) is an accounting measurement of the average number of days that it takes a company to receive payment for a sale made on credit. The lower the OSO, the faster payments are collected . The higher the OSO, the longer it takes the company to receive payments. On average, a OSO under 45 days is considered low. Calculating the OSO is part of the due diligence process for many buyers of certain types of business.


What is the difference between an assignment of a lease and sublease?

There is a great deal of confusion between the differences which are quite substantial. See: Assignment of Lease or Sublease?


When I sell my business, what happens to the accounts receivable?

This is a point to be negotiated between the buyer and seller. Accounts receivable can be retained by the seller, or they can become part of the purchase. In the majority of sales transactions, they are retained by the seller.


When I sell my business, what happens to the cash in the business account?

In the majority of business sales transactions, the cash is retained by the seller of the business. This should be addressed in the purchase - sale contract.


We own the building in which our business operates. We mayor may not want to sell the building along with the business. Does Pacific Business Advisors have the expertise to provide us with meaningful options?

Absolutely. You have several options where we can provide you with advice: (1) Sell the building to the buyer of the business. (2) keep the building and lease it to the buyer of the business, and (3) Sell the building to someone other than they buyer of the business (an investor) and arrange a lease between them. Pacific Business Advisors has the expertise to assist you with any of these alternatives. The owners of Pacific Business Advisors are also the owners of which has a commercial real estate division.


Our business owns a large lot that we no longer use or need. Can you help us sell it in connection with the sale of our business?

Yes. We can assist you in selling the lot whether the buyer of your business needs it or not. See: California Land Brokers which is our affiliate or sister company.


What is a force majeure provision in a contract and in business what is considered an act of God?

Force majeure is a provision included in many contracts to remove liability for unforeseeable, irresistible, and unavoidable events that are catastrophic and prevent a party from fulfilling its obligations. These provisions usually cover natural disasters such as earthquakes, fires , and tornadoes, as well as human caused actions such as wars. Some clauses include pandemics. Force majeure in a French term that translates to "greater force". It generally applies to acts of God which are defined differently in different legal jurisdictions.


What is a non-compete agreement and how does it work?

A non-compete agreement is a provision in a contract for the sale of a business in which the seller agrees that he or she will not compete with the buyer for a defined period of time and/or within a geographical area. While non-compete agreements signed by employees are generally not enforceable by employers in California, non-compete agreements signed by sellers of businesses are generally highly enforceable. These types of provisions should always be drafted by a business attorney.


What is a negative covenant?

A negative covenant is a restrictive covenant. It is a promise made in a written agreement that a party will not do certain things. Examples would be not incurring a liability in excess of a defined amount, not paying any dividends during a defined period of time, and not releasing or waiving any contractual or other rights,


What is a deadlock provision?

A deadlock provision, sometimes referred to as a deadlock resolution clause, is a contractual agreement often found in shareholder agreements, partnership agreements, and joint venture agreements. The primary focus of a deadlock provision is that one coowner can buy-out the other co-owner at a fair price that allows the business to continue without interruption. There are two primary ways such disputes are resolved. They are commonly called the Russian Roulette method and the Texas Shoot out method described as follows : Russian roulette: A Russian roulette provision requires one of the two deadlocked parties to serve a notice on the other party, and the serving party will name an all-cash price at which it values a half interest in the business or property. The party receiving the notice then has the option to either buy the other party out, or sell out to the other party, at that price. Texas shoot-out: A Texas shoot-out involves each party sending a sealed all-cash bid to a third party stating the price at which they are willing to buyout the other party. The sealed bids are opened together, and the highest sealed bid "wins", and that bidder must then buy (and the "loser "must sell) the other half share in the business or property.


What is a no-shop clause?

A no shop clause is an enforceable clause sometimes inserted into a letter of intent in connection with a business sale or merger. The contract provision is intended to prohibit the seller from soliciting further bids or acquisition proposals for a specified period of time. Most non-shop provisions also prohibit the seller or target company from discussing a potential transaction with another party or divulging any relevant information about the proposed transaction to another party. In addition, the seller is generally required to notify the buyer of any unsolicited bids or proposals in writing. See: Letter of Intent-Business Sale/Acquisition and Indemnification of Business Buyer.


What is a right of first refusal and how does it work?

A right of first refusal is similar to an option contract because the holder has the right, but not the obligation, to enter into a transaction that usually involves the purchase of real estate or a business. It may also involve the right to lease space.


What is an anti-embarrassment clause in a business sale agreement?

An anti-embarrassment clause in a business sale contract is a provision that permits the seller to recalculate the purchase price if the buyer is able to resell the business within a defined period of time at a substantial price increase. The clause can also be included in a contract for the sale of land or other real estate.


What is the survival period in a business sales transaction?

The survival period is the period during which a claim can be made under a representations and warranties provision in a contract. After the survival period, a claim for misrepresentation cannot be asserted. Survival periods generally run from 12 to 36 months. See: Representations and Warranties by Sellers of Businesses.


Does your firm have someone who has experience with commercial leases and subleases for both office and retail spaces?

Yes. When we represent a seller and/or buyer, we can definitely assist with negotiating lease terms so that the cost of a legal review is minimized. See: Checklist for Commercial Leases and Glossary of Commercial Leasing Terms.


Are business brokerage commissions set by law in California? It seems that every firm is charging 10% to sell a business.

Commissions are not set by law. Every business brokerage firm establishes what it will charge to market and sell a given business. Commissions and levels of service vary from firm to firm. Pacific Business Advisors generally charge from 8% to 10% depending upon several factors including the size of the business.


What is a success fee?

A success fee is another term for brokerage commission. It is a fee paid to a business broker directly from escrow upon the successful closing of a business sale.


What will your service cost if I already have a buyer for my business?

Finding a highly qualified buyer for a particular business is a very significant part of what business intermediaries do for their clients. Since you have a buyer, our fee will be substantially reduced. We need specific information about the proposed transaction in order to provide you with a proposal.


If I buy a business through Pacific Business Advisors, will I pay a commission?

All commissions on business sales are paid by the seller.


Does Pacific Business Advisors request any advance fees when representing an owner who is selling their business?

Absolutely not. Any fee charged is paid by the seller at closing through escrow.


We will not be selling our business but will be letting our son take over responsibility for it in the very near future. I will not be available to be his advisor which he will need due to his age and lack of business experience. Can Pacific Business Advisors assist us with this situation?

Yes. There are several possibilities. We can act as a consultant and provide him advice on an as needed basis, or we can search for an experienced business professional who can purchase a percentage of the business and act as a partner - mentor. There are other options as well.


Does your firm ever joint venture the purchase of a business with others?

Yes. We will consider the joint venture acquisition of certain types of businesses. Call Michael Chulak to discuss a potential joint acquisition of any business.


Is it possible to sell a percentage of my business in order to raise cash for the expansion of my business?

Absolutely. While most buyers will want to acquire at least a 50% interest, and preferably 51% or more, such buyers exist. Our firm can assist you by finding the right buyer who has both cash and the ability to assist you in successfully expanding your business.


What is a change of control provision?

A change of control provision is a clause in a contract that permits a party to the contract to terminate or adjust it if the other party undergoes a change of ownership.


Is it realistically possible to sell a business that is losing money?

Very often it is possible to sell such a business to a buyer who is already running a similar business profitably. There are many reasons a business may not be operating profitably. A no cost consultation will allow us to discuss the reasons and explore all of the alternatives that are available. See: Economies of Scale and Reasons for Mergers and Acquisitions.


What is a Price Taker?

A price taker is a business that must accept the prevailing market price for its products, because it cannot materially influence the price of its products on its own. Price takers sell products that are identical to what others are selling. Examples of such products include milk, eggs, wheat, corn, gasoline, and packaged items that are mass produced by large companies and distributed to retailers. These are items found in most large food stores such as canned items, frozen foods, boxed cereals, and crackers.


Can a non-citizen own a business in the United States?

Absolutely. Whether you are a citizen or a non-citizen, we would be pleased to help you purchase a business anywhere in California.


Do foreign governments buy businesses in California?

Yes. Foreign governments acquire businesses throughout the United States with California being a significant target for foreign acquisitions. China is the largest buyer with Japan and Korea following. Chinese acquisitions include AMC Theatres. The Waldorf - Astoria, Motorola Mobility, Smithfield Foods, General Electric (GE) Appliances, Legendary Entertainment, and Strategic Hotels. China also owns a major stake in Sotheby's, Tesla, Reddit, Hilton Hotels, and many other companies.


What are barriers to entry into a market and what is the significance of these barriers?

Barriers to entry refer to significant obstacles that impede new competitors from entering into a market with a new business. These barriers may consist of high start-up cash requirements, licensing requirements that are difficult to achieve, regulatory obstacles, patent protections, and other barriers. Barriers to entry tend to protect existing businesses by reducing competition. Companies that operate in a market where there are significant barriers to entry, generally are valued at a higher multiple than businesses that operate in more competitive markets.


What is a sovereign wealth fund?

A sovereign wealth fund is an investment fund owned and operated by a foreign government. The funds are generated primarily by exports and used to by American companies. China and the oil exporting countries in the Middle East have the largest and most active sovereign wealth funds.


Does your firm have anyone whose responsibility is to solicit international buyers of businesses?

Yes. While many of our business brokers solicit buyers from other counties, one of the owners, Tina Chulak, is heavily involved in soliciting buyers from the Peoples Republic of China and the Republic of China, also known as Taiwan. Tina was born in China and speaks both Mandarin Chinese and English fluently.


Does Pacific Business Advisors work with immigration attorneys to assist their clients in finding suitable businesses to buy in California?

Absolutely, we also work very closely with three large Chinese based chambers of commerce in Los Angeles County and a large Chinese cultural association and language school in Thousand Oaks. See: Director of Marketing - China.


Does Pacific Business Advisors assist E-2 Visa Investors acquire qualified businesses in California?

Absolutely. We work with both immigration attorneys and immigrant investors to find suitable opportunities. See: E-2 Visa Investors.


Does Pacific Business Advisors assist EB-5 Visa Investors acquire qualified businesses in California?

Absolutely. We work with both immigration attorneys and immigrant investors to find suitable opportunities. See: EB-5 Visa Investors.


Does Pacific Business Advisors handle the sale of businesses that are in probate?

Sometimes when the owner of a business dies, the business can still be sold. Such circumstances require a thorough evaluation by our senior management. See: Probate Business Sales


Can Pacific Business Advisors help us determine a reasonable asking price for a business that is in probate? We will be offering it for sale and need an educated opinion of value.

Absolutely. See: Receive a Free Broker Opinion of Value for Your Business.


Can Pacific Business Advisors approach a business that we would like to buy that is not listed for sale?

Absolutely. Our business brokers do this all the time. We have helped many business owners acquire a competitor.


Is it possible to acquire a business with the funds I have accumulated in my 401k account?

Yes. Many business buyers use the funds in their 401-k account and/or IRA account to purchase a business.


Is 100% cash required to purchase most businesses?

No. The Small Business Administration will lend up to 80% to qualified purchasers and some sellers choose to offer financing because they understand that providing financing makes their business far more saleable.


If we buy a business, what type of financing is usually available?

There are generally three types of loans available to finance business acquisitions: (1) Small Business Administration (SBA) Loans, (2) Bank loans that do not meet SBA guidelines, and (3) Seller financing. See: Business Sales - Payment Structures and Payment Options.


Is it possible to use the proceeds of a reverse mortgage to buy a business?

Absolutely. If you qualify for a reverse mortgage loan, you can utilize the proceeds to buy a business. This method of acquiring a business is becoming common because there are no payments required to be made on a reverse mortgage loan and the loan will probably permit the business buyer to make an all cash offer which will always result in the best price.


I am intending to make an offer to acquire a certain business that you have listed for sale, but want to review the financial information so I don't waste any first time. Can I obtain this information?

You can be provided the seller's summary, but the detailed financial reports and tax returns can only be provided after you have signed a non-disclosure agreement (NDA) and make a written offer, subject to standard conditions such as your evaluation and approval of all financial data. Just as you would want to keep your personal financial information and documents private, business owners are agreeable to providing such private information only to very serious prospects who have been vetted by an experienced business broker.


If I buy a business with the seller financing a part of the purchase price, will I be required to sign the note personally?
This is a term to be negotiated between the buyer of the business and the seller. In the majority of business sales, in which Pacific Business Advisors represented a party, the buyer signed personally. This is most common.


What are the most common reasons many sellers of businesses carry back financing?

Reasons include the fact that they will probably sell the business faster and at a higher price than if they wait for a buyer that can pay all cash. In addition, many business sellers prefer payments over a long period, so they call comfortably retire with an income supported by an interest rate that far exceeds the rates banks pay.


What are some of the factors a business seller should consider when deciding whether to carry back financing as part of a business purchase transaction?

The factors include: the buyer's credit score, the amount of the down payment, the buyer's ability to successfully run the business, and the buyer's plans for the business. You will want to evaluate the buyer's resume or biography and you will want to be satisfied that the cash flow of the business will support the debt service if the revenue declines by 10% or more. You do not want the terms of the note to starve the business. Longer terms generally result in a safer promissory note.


What is Revenue-Based Financing?

In revenue-based financing, there are no fixed payments or interest. In a business sale, the buyer agrees to pay a percentage of the company's gross revenue until a predetermined amount has been paid. If revenue increases, payments increase. Likewise, if revenue decreases, payments decrease, but the amount owing overall remains fixed according to the purchase/sale agreement. See: Revenue-Based Financing.


What is a revolving line of credit?

A revolving line of credit, also known as a revolving loan facility is a bank loan that may be drawn down and repaid multiple times by the borrowing entity until its maturity date when it must be repaid in full. Until the loan matures, the borrowing entity is usually required to pay only monthly interest tied to the prime rate of interest based upon the outstanding balance of the loan. Revolving lines of credit are usually used to cover payroll expenses, to purchase additional inventory, and as a back-up to the issuance of commercial paper.


What is trade credit?

Trade credit is business to business agreement in which a business, usually a retailer, can purchase goods without paying up front. Businesses that offer trade credit usually provide buyers 30, 60, or 90 days to pay. This allows the ultimate seller to generate cash before having to pay for the goods. Trade credit is a type of zero percent financing. Companies that can offer trade credit have a significant competitive advantage over those that cannot. See: Trade Credit Insurance.


What is mezzanine financing and how does it work?

Mezzanine financing is a hybrid of debt and equity that provides a lender the legal right to convert the debt to an equity interest in the company under defined conditions, usually a default Mezzanine financing is typically found only in large transactions because the cost of documenting and securing the funds can be substantial.


What is a Cross Guarantee and what are the benefits?

A cross guarantee is an agreement between or among two or more related companies to provide reciprocal financial guarantees for each other's obligations such as a loan. Cross guarantees are most common among parent companies and their subsidiaries or among affiliated companies. Sometimes they exist between manufacturers and their largest distributors. Cross guarantees reduce a lender's risk, often permitting a borrowing entity to obtain a lower interest rate and more favorable terms. Cross guarantees are contingent liabilities that must be disclosed on a company's balance sheet.


If I sell my business and carry back a significant amount of financing, can I secure the loan with the stock of the business?

Absolutely. A business attorney can draft a note that includes a provision in which all or a majority of the stock is used as collateral for the payments due on the promissory note.


What is a non-recourse promissory note and how are they typically used in business sale transactions?

A non-recourse promissory note is a note secured by some of collateral, but the borrower does not have personal liability for the loan. Non-recourse promissory notes are often used when the seller of a business finances a portion of the purchase price by carrying back a note secured by all or a significant portion of the stock of the business. Recourse debt permits the lender/seller to pursue the buyer/borrower for any deficiency that may remain after repossession and selling the shares to a third party.


I have determined that most financial planners recommend that sellers of businesses not carry back financing, but instead sell for all cash even if the price is far less. Why?

This is common among financial planners who are hoping to invest the cash proceeds for their client. This is how they earn fees.


What is a business plan and when are they generally required?

A business plan is a formal written document that includes the goals of a prospective or existing business owner, the specific plans for achieving those goals, and a timeline for achieving the goals. Business plans also include a detailed description of the prospective or existing business and the owners and key managers. Business plans are often required to obtain bank loans, other financing, grants, and investment capital. Pacific Business Advisors can assist any prospective or existing business owner prepare a well written, easily understandable, and credible business plan.


What is a business continuity plan?

A business continuity plan (BCP) is a written plan intended to minimize the effect of a disaster or major threat to a company and to assist its recovery. The types of disasters intended to be addressed are commonly the death of a key owner, a devastating earthquake, or fire.


Is it possible to sell stock in my company? We have accounting records and tax returns for several years, but our financial statements are not audited.

You can legally sell shares of stock to accredited investors. If the corporation has debt, utilizing some or all of the cash generated by selling stock to payoff or down debt, will always make the sale of stock easier to accomplish.


The goal of our company is to take it public within a few years. We have been advised by a well-respected law firm that we are too small to consider taking the company public at this time. Do you have any recommendations?

While organic growth is always important, only acquisitions can achieve rapid growth. I would focus on your industry and related industries to achieve your goal since it is the most reliable way of growing quickly. You will also need audited financial statements for at least a two-year period that demonstrates consistent growth and profitability. We can assist you in locating potential acquisitions targets and develop a well-written business plan.


Buyers of businesses often ask which are the most recession proof businesses in California?

Please refer to our list of Recession Proof Businesses in California.


What is political risk in business?

Political risk in business is the possibility that a business will suffer losses due to one or more of the following reasons: (1) the defunding of the local police, (2) out of control crime, (3) huge tax increases, (4) additional burdensome regulations, (5) increased drug use and homelessness, (6) the adoption of sanctuary city status, (7) the adoption of rent control, and (8) civil unrest including riots.


What is reputational risk?

Reputational risk is a threat or serious danger to the good name or standing of a business by a significant percentage of the public. Reputational risk almost always results in financial harm to the business that is being threatened.


What is corporate governance?

Corporate governance refers to the rules, practices, and processes by which a company is directed and controlled. The responsibility for corporate governance lies with its board of directors and to a lesser extent, its senior management, which includes the corporate officers. The basic principles include fairness, transparency, responsibility, and managing risk. It involves balancing the interests of all stakeholders including shareholders, employees, lenders, the government, and the community. Good corporate governance promotes trust with all stakeholders and facilitates long term growth and profitability. See: Selecting Corporate Directors, National Association of Corporate Directors, and Advisory Board.


What is corporate finance?

Corporate finance involves those activities that relate to debt and equity, budgeting, the management of working capital, federal and state taxes, and the distribution of dividends or business profits. A comp.any's corporate finance activities are usually the primary responsibility of its Chief Financial Officer (CFO) or Controller.


What can I do to minimize losses due to political risks?

Things you can do include: (1) vote for candidates who support business, (2) vote for candidates who support our police, (3) vote for candidates who support lower taxes, (4) contribute money to the candidates listed above, and (5) purchase comprehensive insurance from an independent insurance broker who can provide you with solid advice.


Should I consult with a CPA before buying an existing business? 

Yes. How a purchase is structured can have both short-term and long-term effects on your tax liability. In addition, a CPA can assist in the business acquisition due diligence process by reviewing the tax returns and financial statements of the business being considered for purchase. If you do not have CPA and need a referral, please call us.


What other professionals will I need to hire if I decide to sell my business?

You should engage a business attorney and accountant to assist with your due diligence investigation, including the review and approval of key documents such as leases and contracts, and acquiring any required licenses. The extent of their involvement should be based upon the level of your own knowledge and experience. Due diligence investigations are critically important.


What is goodwill?

Goodwill is a long-term asset categorized as an intangible asset. It arises when a person or company acquires a business. The amount of goodwill is the cost to purchase the business less the fair market value of the tangible assets, the intangible assets that can be identified, and the liabilities obtained in the purchase.


What is a business incubator?

A business incubator is business that assists startup companies develop their business by providing education, training, and sometimes office space; capital, and other services such as accounting and marketing. Business incubators are sometimes paid by the startup in stock or a combination of cash and stock. Pacific Business Advisors has provided business incubator services for several startup companies in Southern California.


What is an inculator?

Inculator is a term that refers to a hybrid between an incubator and accelerator but has a longer timeline than an accelerator, and a shorter timeline than an incubator.


What is intellectual property?

Intellectual property (IP) is intangible property owned by a business or individual usually consisting of trademarks, copyrights, patents, and/or trade secrets. Intellectual property is an asset that can be purchased or sold like any other asset. Intellectual property owned by a business is almost always sold as part of the business.


What is intellectual capital?

Intellectual capital is the value of a company's proprietary information that it has acquired over time together with the knowledge, unique business training, and other special employee knowledge acquired by its employees. Intellectual capital is an intangible asset that contributes to a company's profit and value. Intellectual capital is often referred to as human capital or information capital.


What is a tangible asset value?

Tangible asset value is the fair market value or appraised value of a company's physical assets to determine economic value. Tangible assets include cash, securities, buildings, machinery, furniture, equipment, vehicles, and inventory. Intangible assets such as goodwill, copyrights, patents, and a company's brand are not included. See: Certified Business Valuations and Certified Machinery and Equipment Appraisers - Appraisals.


What is a contingent liability?

A contingent liability is a liability that arises upon the happening of a certain event. The most common example is the guarantee of a loan where the guarantor becomes liable if the borrower defaults. Most loan guarantee documents allow the lender to make an immediate claim against the guarantor in the event of default by the borrower. Due diligence investigations by buyers of businesses and their consultants should focus 08 whether any contingent liabilities exist before they commit to an acquisition.


What is a toxic asset?

Toxic assets are investments that are extremely difficult or impossible to sell at any price because the demand for them has collapsed, sometimes because of government interference. For example, high yield bonds, also referred to as junk bonds, became toxic in the 1980s when the federal government mandated that every regulated financial institution in the country sell their high yield bonds at the same time. This destroyed the market for high yield bonds for several years. Subprime mortgages became a toxic asset in 2008 because of the non-existence of normal loan underwriting standards. These subprime loans and the mortgage-backed securities created with these loans were the cause of the 2008 financial crisis.


What are redundant assets of a business?

Redundant assets, also known as extra assets, are assets of a company that generate income but are not essential to the normal operations of the business. In short, they do not contribute to the core operations and revenue generating activities of the business. When a company is being evaluated for sale, merger, or financing purposes, redundant assets are usually excluded from the valuation. Often these assets are retained by the seller of a business by excluding them from the purchase agreement. See: Free Broker Opinion of Value and Certified Business Valuations - Appraisals.


If I buy a business without acquiring the stock of the company, is it still possible to acquire the name of the company?

Absolutely. A business acquisition normally includes the name of the business, any domain names, phone numbers, and email addresses. Once acquired, you may change them in the future if desired.


How do stock sales and asset sales differ?

Please see: Advantages and Disadvantages of Asset Sales and Advantages and Disadvantages of Stock Sales.


What is the difference between a financial buyer and a strategic buyer?

The difference depends upon the business buyer's underlying motivation for acquiring the specific business. See Financial and Strategic Buyers of Businesses for additional information.


What does the term Acquihire mean in the mergers and acquisitions industry?

Acquihire refers to the practice of acquiring companies primarily for the purpose of acquiring their staff as opposed to any other reason. The term is a combination of the word "acquire" and "hire". The types of buyers most commonly engaged in the practice of Acquihire include, real estate brokerage firms, mortgage brokerage firms, and insurance brokerage companies. See: Sell Your Residential Real Estate Brokerage Company in California.


What is the difference between a business merger and an acquisition?

A merger is the combination of two businesses, usually into a newly formed business entity. Mergers are commonly called amalgamations. The two merging companies cease operations and the assets or stock are transferred to the new company. Mergers are friendly transactions intended to benefit the owners of the two original businesses. An acquisition takes place when one business acquires another, usually but not always a smaller company. See: Reasons for Mergers and Acquisitions and Mergers and Acquisitions.


What is a circular or concentric merger?

A circular or concentric merger is a merger in which the merging companies offer different products but operate in the same general market. A circular merger is also known as a circular business combination. Other types of mergers include vertical, horizontal, and conglomerate mergers.


How does an upstream merger differ from a standard merger?

An upstream merger refers to a smaller company merging into a significantly larger firm so it can gain access to more product lines, greater expertise, greater financial capacity, and possibly wider geographical reach. An upstream merger also refers to the merger of a subsidiary into its parent company.


What is a downstream merger and how does it differ from a standard merger?

Downstream mergers are rare. They involve a parent corporation merging into one of its subsidiaries. With a downstream merger, the subsidiary survives while the parent is dissolved.


What is an amalgamation?

An amalgamation is a combination of two or more companies into a newly formed entity. It's the same as a merger in that none of the companies involved survives as an entity. In the United States, the term merger is more commonly used.


What is a joint venture?

A joint venture (JV) consists of a single business entity created by two or more unrelated business entities for the purposes of investing or conducting business in a way that shares risks while combining their skills, capabilities, and assets.


What is a business consortium?

A business consortium is an association of two or more companies whose objective is to pool their resources in order to achieve a common goal. It is not the same as a Joint Venture. An example is when two or more commercial banks collaborate to make a large loan to one borrower.


What is a conglomerate company?

A conglomerate is a company engaged in multiple unrelated businesses usually organized as a parent company and several subsidiaries. Conglomerates are formed to maximize diversification and to reduce overall investment risk. Most conglomerates are formed by means of business acquisitions utilizing the services of a business brokerage firm like Pacific Business Advisors, or an investment banking firm.


What is a conglomerate acquisition?

A conglomerate acquisition is an acquisition or merger of companies that are involved in economically unrelated business activities or different geographic areas. Conglomerate acquisitions are a means of establishing diversification.


If our firm buys another company, will the acquisition become a subsidiary?

Possibly. A subsidiary is a company that is controlled by another company referred to as a parent company or holding company. Control requires the ownership of more than 50% of the company. If the parent company owns 100% of the subsidiary, the subsidiary is referred to as a wholly owned subsidiary. There are legal and tax ramifications to owning and/or controlling subsidiaries.


What is a leveraged buyout?

A leveraged buyout (LBO) is a type of business acquisition by a company using mostly borrowed funds to make the purchase. The assets of the company being acquired are generally used as collateral for the acquisition loan, plus assets of the buying company. Leveraged buyouts require that the buyer has excellent borrowing capability. The use of debt to buy a company generally reduces the cost of making the acquisition because the cost of debt is lower than the cost of capital. Debt is also tax deductible which usually reduces the company's state and federal tax liabilities. Pacific Business Advisors can assist qualified buyers in acquiring other businesses, utilizing a leveraged buyout structure.


I am aware that large companies sometimes make corporate acquisitions by means of a leveraged buyout. It possible for a mid-size company to make an acquisition by means of a leveraged buyout?

If the acquiring company has strong earnings and audited financial statements, it may be possible to do so. See: Leveraged Buyout (LBO) – Small Companies.


When buying an existing business, can I expect the seller to provide any training?

This is an important term to be negotiated between the buyer and seller where we can be of great assistance. A degree of training is expected, but must be carefully described in detail in the purchase agreement. This provision can make or break a new business if the buyer does not already have extensive experience with the type of business being acquired. Most sellers are very motivated to see buyers succeed.


I have personally accumulated a great deal of specialized knowledge over many years of running my business which has resulted in a highly profitable business. How will this affect my ability to sell the business?

Being indispensable makes it more difficult to sell a business than if the ownership and management is easily replaceable. If you want to sell your business for the most money, if possible you should train other managers to run the company without you, or at the minimum, plan on providing the buyer with extensive training over a reasonable period of the time. Providing a buyer with written training materials and a detailed operating manual is also a good investment.


What is a Business Disclosure Statement or BDS?

A Business Disclosure Statement or BDS is a written disclosure made as part of a Business Listing Agreement. It is intended to assist the broker in establishing the listing price, the list of material facts to be disclosed to prospective buyers, and a list of items to be included or excluded from the sale of the business. Most business brokers utilize the current CAR Form BDS.


I am aware that the California Association of Realtors (CAR) produces fair and balanced documents for commercial, residential, and business sales transactions. I am very comfortable using their forms and contracts. Will Pacific Business Advisors use these forms if I sell my business through your firm?

Yes. Since our founding in 1987, has been using the CAR forms when representing both buyers and sellers of businesses in California. We agree that their forms and documents are fair to both buyers and sellers. CAR's attorney drafted forms and documents are also comprehensive, reducing the opportunities for miscommunications to take place leading disputes. We currently use CAR Form BLA, CAR Form DDS, CAR Form BPA, and CAR Form RPA - CA for all business sales transactions.


What is a white paper?

As used in business, a white paper or whitepaper is a written document used as a sales tool by business brokers and investment bankers designed to promote the sale of a business. It is an offering memorandum. Pacific Business Advisors makes extensive use of offering memorandums when representing the sellers of a business.


What types of representations and warranties are commonly included in sale/purchase contracts?

Since every business is unique, the representations and warranties may differ, but we have provided a basic list. Your attorney may want to add more or delete some from our list. Representations and Warranties by Sellers of Businesses.


If we engage your firm to sell our business, how will you advertise it? 

There are several websites that are multiple listing services for business brokers. We will select those that we believe would be the most effective for your business. We also post listings on our own website which is visited by buyers, sellers, and other business brokerage firms on a regular basis. Also, most importantly, while maintaining strict confidentiality, we will send an Offering Memorandum to an extensive list of cooperating business brokers and agents, and to the people who have expressed a desire to acquire a business like yours through our website and through other sources. 

Having been in business since 1987, we also receive regular inquiries from Certified Public Accounts, financial planners, management consultants, private equity firms, former clients, other business brokers, investment bankers, real estate brokers, and others.


If we list our business for sale with Pacific Business Advisors, will you cooperate with other business brokers?

Yes. We will always do what is in the best interest of our clients.


What information will I need to assemble in order to sell my business?

Please refer to: Items Needed to Sell Most Businesses.


What will your service cost if I already have a buyer for my business?

Finding a highly qualified buyer for a particular business is a very significant part of what business intermediaries do for their clients. Since you have a buyer, our fee will be substantially reduced. We need specific information about the proposed transaction in order to provide you with a proposal.


Does your firm require the exclusive right to sell business listings?

Yes. Any experienced business brokerage firm will require an exclusive right to sell listing agreement before investing its marketing dollars and the time of its agents and support staff before representing an owner in the sale of his or her business.


When marketing a local business, do you target potential foreign buyers?

Absolutely. In California foreign buyers and immigrants make up a large percentage of the buyers of small and medium sized businesses. While these buyers come from all nations, in our experience, most are Chinese, Korean, Japanese, Mexican, Persian, and Indian (Republic of India). We also target private equity groups, and many others.


I represent a group of Chinese investors who are seeking to buy certain types of businesses in Los Angeles County. Some speak only Chinese. Do you have staff that speaks Chinese?

Absolutely. We have two business brokers who speak fluent Mandarin and English. We also have business brokers that speak Spanish, Farsi, Armenian, and Hebrew in addition to English.


Is the primary factor in valuating a business the net income before taxes?

Yes, but there are other important factors to be considered such as:

  • Is the net income trend increasing or decreasing, and if so, why?
  • Is the industry growing or shrinking?
  • Is the business location improving or deteriorating?
  • Is the income of the business diversified, or is it generated by only a few sources?

See: Seller's Discretionary Earnings and Seller's Discretionary Earnings - Multipliers.


What is scalability and how does it affect the value of a business?

Scalability refers to a company's capacity to perform well when faced with a substantially greater volume of business. It's a characteristic that many buyers of businesses evaluate before making an acquisition where they realistically expect to expand the company. If a company is highly scalable, it has a higher value.


What is a city or county general plan and how does it impact value?

In California, every city and county must adopt its own general plan for long-term physical development. These plans have a substantial impact on the demand for land and buildings within the local government's planning area. See: General Plans - Cities and Counties.


What is Sellers Discretionary Earnings and how is it determined?

Sellers discretionary earnings (SDE), sometimes referred to as sellers discretionary income (SOl), is a metric used to value small businesses. See: Seller's Discretionary Earnings.


What is EBITDA and Adjusted EBITDA?

EBITDA and Adjusted EBITDA are terms used in the businesses brokerage industry that every buyer and seller must understand. See: EBITDA What You Must Know?, and Seller's Discretionary Earnings (SDE).


What is the capitalization rate or cap rate for a particular business?

The capitalization rate or cap rate is the ratio between the net operating income (NOI) of a business and the fair market value or sales price of the business. Many factors go into determining cap rates.


What is the Wall Street Journal Prime Rate?

The Wall Street Journal (WSJ) Prime Rate is the aggregate average of the prime rates changed by the ten largest banks in the United States to their highest credit quality clients for loans with short term maturities. The Wall Street Journal updates their published prime rates when seven or more of the ten banks change their prime rates. Historically the Wall Street Journal Prime Rate averages about 3% above the federal funds rate. This is the rate at which commercial banks borrow or lend their excess reserves to each other overnight. Loans that may be tied to the WSJ Prime Rate include real estate loans, car loans, and business lines of credit.


What is an earnout provision and how does it work?

Earnout provisions are found in business-purchase sales contracts where the parties to the transaction agree that the purchase price of the business will be increased subject to the achievement of increased revenue. See: Business Sales - Payment Structures and Payment Options.


What is a holdback and how does a holdback work?

A holdback represents a part of the purchase price of a business that is held back in escrow until such time as a condition has been satisfied. An example is when the seller of a business agrees to provide training for a period of time. Funds may be held back until the training is completed.


What is a reverse earnout provision and how does it work?

Reverse earnout provisions are found in business purchase-sales contracts where the parties to the transaction agree that the purchase price the business will be decreased subject to certain conditions, usually the failure of the buyer to achieve defined revenue levels within defined time periods. A reverse earnout provision is the opposite of an earnout provision.


What is a lock up provision in a business sales agreement?

A lock up provision may apply when the seller pf a business retains some of the stock in the business (a minority interest). The lock up provision prohibits the seller of the business from selling or transferring his or her shares for a defined period of time or until some condition is met. Often a lock up provision requires the seller of the business to offer the shares first to the new business owner before they can be sold to a third party.


My business partner wants to buy my interest in our jointly owned business. Do you handle this type of transaction?

Yes. It is common for one business partner to buy out the interest of another business partner. Our firm can definitely represent you in this type of transaction.


What is a Buy-Sell Agreement and are they really needed?

A buy-sell agreement is usually part of a Shareholders' Agreement. These agreements are very important to protect all co-owners of businesses, particularly in the event of a co-owner's death. These agreements should be drafted by a qualified attorney.


Why are the commission rates for selling a business higher than for selling real estate?

There is clearly more work involved for the business broker in connection with the sale of a business than in nearly every real estate transaction. Business brokers and agents are required to have far more knowledge than the average real estate broker or agent because the sale of a business involves far more than the sale of real estate.


Does Pacific Business Advisors provide discounted commissions to veterans?

Yes. Please visit: Veteran Owned Businesses.


Does Pacific Business Advisors have a minimum size transaction when representing the sellers of a business?

We do not have a minimum sales price size, but we do have a $15,000 minimum commission when representing the seller of a business.


If I engage your firm to sell my business, what will be the terms of the listing?

It will depend on several factors, but most business listings are for six to twelve months. See: Consequences of Overpricing a Business and How Long Does it Take on Average to Sell a Business in California?


If I sell my business, how long will I be expected to remain with the business to assist the buyer?

There is no perfect answer except that agreeing to stay with the business long enough to satisfy the buyer will always result in a higher sales price and/or additional compensation. Buyers are always concerned about the transition, so to the extent that a seller is able to reduce the buyer's perceived risks, the more most buyers will agree to pay.


If my business has bank debt, what happens to it when I sell the company?

If the sale of the business is an asset sale, the cash paid by the buyer is normally used to pay any outstanding bank debt. If the sale is a stock sale, the bank loan can possibly stay in place and be paid according to its terms. This will depend upon the lending agreement. In most cases where the bank loan stays in place, the seller of the business will not be relieved of liability if he or she signed a personal guaranty of the loan.


My business is located on property that I own. Do I need to sell the property along with the business?

No. A sale of the business can be structured in which you retain the land and building and lease the premises to the buyer of the business. The other option, of course, is to sell both the business and real estate. Pacific Business Advisors can help you with either alternative.


I own a business that is earning me a good salary but not a profit. Can you help me sell it?

Yes. The price you will receive will be dependent upon its earnings potential to a buyer, as well as its ability to enhance the value of a buyers existing business. For example, a real estate brokerage firm that is earning very little money, may be very valuable to a real estate broker that wants to expand into the seller's local area. After an evaluation, we can better advise you.


What are the most common reasons people sell their businesses in California?

Please see: The Most Common Reasons Owners Sell Their Business.


What are the most common reasons existing operating companies acquire other companies?

Following are some of the most common reasons: (1) They want to grow fast and understand that organic growth is generally a slow process, (2) Diversification, (3) Achieving economies of scale, (4) Increased synergy, (5) To eliminate competition, (6) To achieve vertical integration, and (7) They intend to sell at some point and know that larger companies generally demand higher multiples when they sell.


Does Pacific Business Advisors offer franchise consulting services?

Yes. We can assist you in selling a franchised business, buying a franchised business, or developing a franchise. See: List of Franchises.


I started an independent insurance brokerage company last year and wrote several insurance policies, but not enough to call my business successful. I am changing careers but would like to sell my small book of business if possible. Are there buyers for small numbers of policies?

Absolutely. Call us for information. We have several potential buyers.


What is the process you take when you are hired as a consultant to solve a problem for a business client?

When we are hired purely as a consultant, we first thoroughly identify and analyze the problem, enumerate all available options, present them in an easily digestible fashion, and then help the client choose a cost effective and practical course of action.


What is the Franchise Rule?

According to the Federal Trade Commission, the Franchise Rule gives prospective purchasers of franchises the material information they need in order to weigh the risks and benefits of such an investment. The Rule requires franchisors to provide all potential franchisees with a disclosure document containing 23 specific items of information about the offered franchise, its officers, and other franchisees. See: Franchise Disclosures Document (FDD) and Sample Franchise Disclosure Document (FDD) Table of Contents. Note that the FDD was referred to as the Uniform Franchise Officing Circular (UFOC) before July of 2007. Marry people still use the older term.


What is a Franchise Disclosure Document and what is included in it?

A Franchise Disclosure Document (FDD) is a legal disclosure document that must be given to individuals interested in buying a franchise as part of the presale due diligence process. See: Franchise Disclosure Document (FDD), Sample FDD Table of Contents, and Franchise Questions and Answers.


What is a most-favored-nation clause in a contract?

A most-favored-nation clause in a contract is also commonly called a most favored-customer clause. These clauses are common in contracts for the purchase of a franchise where the franchisor agrees that the price paid by a franchisee will be no higher than the price charged by all other franchisees. These types of clauses are sometimes included in contracts with major suppliers.


I do not want to sell my business but would like to franchise it. Can Pacific Business Advisors help me to franchise my business?

In most cases the answer is yes. After a discussion and the review of your company's financial information, if we conclude that your business can be successfully franchised, we will provide you with two options. One option would be a joint venture with us; the other option would consist of our working on a consulting basis. In either case, you pay no money for us to review your financials and make a proposal. Please call Michael Chulak if you would like to discuss the possibility of franchising your existing business. The content of our discussion will be maintained strictly confidential.


What are some of the alternative business models to franchising?

Alternatives include: (1) distributorships in which the distributor is familiar with both local markets and customers, buys from a supplier or wholesaler in bulk, and then sells to retailers in smaller quantities, and (2) licensing in which the licensee pays for the right to use a particular trademark or name. Unlike franchisors, licensors usually exercise less control over the owner of the business.


If we decide to start a business, instead of buying a business, can you help us with a startup?

Absolutely. In addition to being business intermediaries, we are business consultants with extensive experience in business formations. We have also joint ventured the formation of numerous businesses in California. See: Business Startup Checklist


What are the most common reasons a business doesn't get sold?

Please see: 15 Reasons Businesses Initially Don't Sell.


If I sell my business at a profit will I be required to pay any taxes?

Yes. You should confer with a CPA regarding all tax matters. Generally, but not always, stock sales result in lower taxes, but also lower selling prices. Very few buyers prefer stock sales and some will refuse to consider a stock sale because of potential liabilities.


As a seller, should I offer financing to the buyer of my business?

While it is certainly not required, there are advantages to doing so. Business sellers that carry back financing for 5 years or more, almost always sell their business faster and at a higher price. Generally, sellers expect buyers to put at least 20% cash down, have adequate funds in reserve, and have good credit. The loan documents may or may not include an option permitting the lessee to acquire the property at some further date.


What is hypothecation and how does it work?

A hypothecation is a pledge. It usually consists of a person or company pledging or hypothecating an asset as collateral for a loan. The advantage to the borrower is that the interest rate is usually lower than for an unsecured loan and the borrower retains possession of the pledged asset along with any earnings generated by the asset. The advantage to the lender is that these types of loans are safer than unsecured loans. It is common for mortgage bankers to hypothecate a group of loans to secure a warehousing line of credit.


Are all SBA loans and lenders the same?

No. While the SBA has minimum guidelines that all SBA lenders must follow, not all SBA loans and lenders are the same. See: Not All SBA Loans are the Same


What is an SBA Preferred Lender?

An SBA Preferred Lender can help get business borrowers the funds they need faster than a non-preferred SBA lender. When a bank or other financial institution has a preferred lender status, they have the authority to make credit decisions on SBA guaranteed loans. By contrast, a non-preferred lender must submit loan applications directly to the SBA for approval which makes the process longer. Pacific Business Advisors works only with SBA Preferred Lenders.


Does the Small Business Administration (SBA) have an approved list of franchisors where they will automatically provide a bank guarantee?

The SBA had an SBA Franchise Directory at one time, but they no longer produce a list of approved franchises. In reality, most major franchises are acceptable to the SBA. However, the borrower must still be approved from a credit standpoint. See: Small Business Administration-SBA Loans and Debt Service Ratio for Business Loans.


Will the Small Business Administration (SBA) make loans to facilitate a management buyouts?

Absolutely. The SSA and banks that make SSA guaranteed loans, generally prefer these types of loans since the new team is likely to be successful and will almost never fail.


Can Pacific Business Advisors assist our business in obtaining an SBA (Small Business Administration) loan?

Yes. We do business with several lenders that make SBA loans to our clients anywhere in California. See SBA Loans.


What is a Small Business Investment Company and how do they operate?

Started in 1958, the Small Business Investment Company (SBIC) program is part of the Small Business Administration (SBA). It was created to fill the gap between the availability of venture capital and the needs of small businesses in start-up and growth situations. The government does not make direct investments but is a portfolio manager of private funds. SBICs are licensed by the SBA.


What is a Certified Development Company and why are they involved in 504 SBA Loans?

A Certified Development Company (CDC) is a non-profit organization that promotes economic development within a community through SBA 504 Loans. CDCs are certified and regulated by the Small Business Administration (SBA) and work with the SBA and participating banks and other lenders to provide financing to small businesses. There are over 270 CDCs in the country. The SBA 504 Loan program is a long-term financing option that provides businesses with up to 90% financing for the acquisition of real estate, equipment, and other fixed assets. The loan is usually structured with a 50% loan from the bank or other lender, a 40% loan from the CDC, and a 10% down payment. SBA 504 loans are generally 10 to 20 years with fixed interest rates and no balloon payment.


Is it possible to obtain a Small Business Administration (SBA) loan to purchase a motel in California?

Yes. The SBA guarantees bank loans for the acquisition of motels. Pacific Business Advisors can assist you in locating the right motel property, negotiating the acquisition terms, and obtaining SBA financing.


Can Pacific Business Advisors act as our corporation's registered agent or agent for service of process in California?

The owner of the company, Michael Chulak is available to act as the agent for service of process for corporations, limited liability companies, limited partnerships, and limited liability partnerships in California. See: Selecting an Agent for Service of Process for Your Business.


What is convertible debt?

Convertible debt is the use of debt to purchase a business, especially one that has above average risks. It is debt that can be converted to stock or equity, usually at the time of the holder's choosing. If the businesses should fail requiring a liquidation of the assets, the holder of the convertible debt receives the same priority as other creditors. Convertible debt is typically used only in large, leveraged transactions by private equity firms.


Our firm is a small but growing business in California. We have an informal and inactive board of directors consisting of the two original owners. What are the primary duties of a corporate board?

The duties of corporate boards vary from business to business, but generally include the following: Duties and Structure of Corporate Boards.


Our firm needs someone to take professional minutes by Zoom at our corporate meetings of directors. Do you have any suggestions?

Yes. You may contact While they primarily take minutes for homeowner association boards throughout California, they also take minutes for other corporations.


Our company has reached the point where we fully appreciate the value of attracting an outside director. Our bank has encouraged us to do so and our accountant concurs. Can Pacific Business Advisors assist us in finding an outside corporate director who would add value to our business?

Yes. As a business consulting firm and intermediary, we have developed many valuable relationships with businessmen and women in various fields of business. Please contact the owner of Pacific Business Advisors if you would like assistance in recruiting an outside director who can add value to your business.


Our expanding business needs to add one or more corporate directors to our board to assist us in growing the company. Does your consulting service include helping businesses find and recruit corporate directors?

Absolutely. We have many resources and can probably assist you in meeting your goal. See: Selecting Corporate Directors and Duties and Structure of Corporate Boards. You may also want to review: Advisory Board.


How are outside corporate directors paid?

They are usually paid a monthly fee by the corporation for each meeting attended. Usually the meetings are held monthly, every other month, or quarterly. Directors are usually covered by insurance and are indemnified by the corporation.


What should we look for in an outside director?

Overall business experience, experience about your specific industry, accounting experience, legal experience, and banking experience are all valuable. Ideally, an outside director will add prestige to your board and will assist you in generating new business.


What is a Board of Advisors and does Pacific Business Advisors recommend that we establish one?

A Board of Advisors makes a great deal of business sense for medium sized companies that are too small to pay and attract outside directors. Unlike directors, a board of advisors has no voting power or corporate liability, but they can be very valuable to the company by helping to develop new business, by providing expertise, by providing contacts, by adding prestige, by helping to raise capital, and more. While members of a board of advisors often expect to be paid for attending meetings, the cost is usually far less than the cost of paying directors, who have potential liability. Pacific Business Advisors can assist most businesses establish a highly valuable board of advisors.


Are any of the top-level executives with Pacific Business Advisors available to serve on an advisory board or a corporate board of directors?

Possibly. Please contact Michael Chulak to discuss.


Does Pacific Business Advisors represent buyers and sellers of online businesses?

Yes. Online or e-businesses are becoming more common every year and are often purchased and sold.


What is reverse engineering as it applies to business?

Following a detailed analysis of a successful competitor's product or service, it involves reproducing the product or service while making improvements in it. It is an attempt to out complete another company that is financially successful.


What is a Point of Sale (POS) device and what does it do?

Today, most POS devices are electronic terminals that can process credit cards, debit cards, and cash. They allow retailers to monitor inventory levels, buying trends, and more. They also allow retailers to minimize inventory levels which allows them to minimize their bank lines of credit and interest expense. Many modern POS systems are cloud based. These systems have replaced ordinary cash registers.


What is a burning limits liability insurance policy?

With a burning limits insurance policy, all defense costs and expenses incurred reduce the limits of the policy needed to settle a case or pay a judgment. See: Burning Limits Liability Insurance Policies.


We are holding an unpaid court judgment that we would like to turn into cash. Can your company assist us?

Yes. We have an affiliate, Pacific Rim Commercial Collections that specializes in the collection of small claims and superior court judgments. Please contact them for assistance.


Does Pacific Business Advisors represent buyers and sellers of ATM businesses or routes?

Absolutely. We represent buyers and sellers of ATM routes, vending machine routes, pool maintenance routes, and other business routes.


May we distribute your articles to others and add them to our website?

Yes, provided we are given credit for writing the article. Every one of our articles includes our identifying information at the bottom which must be included. There is no cost for using our articles. 


Does Pacific Business Advisors represent buyers and sellers of businesses involved in the sale of cannabis?



What is the California Restaurant Association?

The California Restaurant Association is an advocacy organization for the restaurant industry in California that protects the rights of restaurant owners. The organization provides many resources including training, education, and legal support. While the association is headquartered in Sacramento, there are local chapters in Los Angeles, Orange County, San Diego County, and Fresno.


What is the American Management Association?

The American Management Association (AMA), established in 1923, is a non-profit educational membership organization for the promotion of business management. It provides training programs, seminars, conferences, and publications. There are more than 25,000 members.


What is the California Retailers Association?

The California Retailers Association is an advocacy organization for the retail industry in California that protects the rights of both large and small retailers. The association protects retailers by taking significant leadership positions in the development of public policy and regulation measures that impact the industry, individual retailers, and the California economy.


What is the United States Chamber of Commerce?

Founded in 1912, the United States Chamber of Commerce (USCC) is the largest lobbying group in the United States. Members include small businesses, large corporations, local chambers of commerce, and numerous trade and industry associations. The organization promotes itself as being pro-business but is non-partisan.


What is the International Franchise Association?

The International Franchise Association (IFA) is an advocacy and trade organization for the franchise industry. The IFA also publishes data in partnership with the U. S. Census Bureau. Members are mostly franchisors.


What is the National Federation of Independent Business?

The National Association of Independent Business (NFIB), founded in 1943, is a nonprofit, non-partisan, membership organization. The organization's goal is to advance the interests of small businesses in all 50 states. Approximately 25 members of Congress are members of NFIB, all Republicans. The organization is headquartered in Nashville, Tennessee, with offices in Washington D.C. and all 50 states.


What is the ATM Industry Association?

The ATM Industry Association (ATMIA) is a national non-profit advocacy and educational trade association of ATM owners founded in 1997 in South Dakota. There are currently more than 8,000 members inB6 countries. Members include private investors, commercial banks, credit unions, and other financial institutions.


What is the Service Corps of Retired Executives (SCORE)?

Established in 1964, SCORE is the largest network of volunteer business mentors who help small business owners establish and grow their companies. The non-profit organization is a resource partner of the Small Business Administration (SBA) and has offices across the country.


What is the gray market and how does it work?

The gray market refers to the import and sale of goods by unauthorized dealers or individuals. While not illegal, buyers of gray market goods increase their risk by not doing business with an authorized importer. The most common gray market imports are expensive automobiles usually from Germany.


What is a SWOT Analysis?

A SWOT analysis is a framework used to evaluate a company's competitive position and develop a strategic business plan. See: SWOT Analysis.


What is the NAICS classification system?

The North American Industry Classification System (NAICS) is the standard used by U.S. government agencies in classifying businesses for the purpose of collecting statistical data. It was adopted in 1997 to replace the Standard Industrial Classification (SIC) system. The website for the United States Census Bureau contains information about NAICS.


Can Pacific Business Advisors represent us in acquiring a business on Catalina Island?

Yes. While Catalina Island encompasses 76 square miles, private businesses operate only in Avalon. The rest of the island and other Channel Islands are owned by either the Catalina Island Conservancy or the Santa Catalina Island Company. While only a small number of business sales take place on the island each year, our firm can assist clients in buying or selling a business in Avalon.
Office: 818-991-5200
Direct: 818-991-9019