A Basic Dictionary for Buying or Selling a Business

Most of the people who come to us to buy a business are first-time buyers.

And likewise, most of the business owners who contact us about selling their business have never gone through the process before. Buying or selling, there’s a lot for them to absorb.

And while we do our best to guide them each step of the way, the subject matter can be a bit daunting for those unused to the terms that come up as we help them get to their goal line.

We’ve pulled together the following “dictionary” with commonly used terms applied in buying or selling a business.

And as a further reference, we’ve tied most of them back to blogs posts where they appear in context.

Buying or Selling a Business: 35 Terms You Should Know and Understand

Asset Sale:

An asset sale is a transaction where the buyer purchases the operating assets of the business, both tangible and intangible. The purchase price must be allocated among the assets purchased including goodwill. Allocating fair market value to the assets will often result in the seller having to record a recapture of depreciation with this amount being taxable as income to the seller.

See: Buying a business: should you negotiate for assets or shares

BATNA or Best Alternative to a Negotiated Agreement:

The action you will take if an agreement can’t be reached, determined before you start the negotiating process.

See: No pain, just gain: negotiating tips for buying or selling a business

BP or Blind Profile:

A document that highlights the key attributes of the business without identifying the business name or location.

See: Steps to selling a business

Business Broker:

Business brokers are intermediaries who assist buyers and sellers of privately held small business in the buying and selling process. They typically estimate the value of the business; advertise it for sale without disclosing its identity; handle the initial potential buyer interviews, discussions, and negotiations with prospective buyers; facilitate the progress of the due diligence investigation and generally assist with the business sale. (WIKIPEDIA)

See: Managing risk and reward: why use a business broker vs a realtor when selling your business

Buy-Sell Agreement:

A contract that provides for the future sale of a business interest. Essential protection in a business partnership.

See: Considering a business partner? Here’s our advice.

CBO or Confidential Business Overview:

A document with detailed information about the business but only summary information about financials. Released only after signing of a confidentiality agreement.

See: Steps to selling a business

CBP or Confidential Business Profile:

A document that includes detailed financial analysis of the business history and future projections. Provided only with the agreement of the seller after the buyer, seller and business broker meet.

See: Steps to selling a business

CSBL:

Canada Small Business Loan. Provides financing for the purchase of assets, limited to a percentage of the value of Furniture, Fixtures and Equipment.

See: Sellers fund the purchase of small businesses in Canada

Due Diligence:

Review/Investigation to ensure everything is as it was originally portrayed. Verifying the details. Financial, operational, market, HR and legal.

See: Buying a business: due diligence
See: Buying a business: due diligence, part 2

Earn-Out:

In the purchase of a business, a deferred payment that bases a portion of the valuation on actual future performance. Often requires the seller to remain with the business.

See: Financing the sale of a business part 2

EBITDA or Earnings before interest, taxes, depreciation and amortization:

An important metric in determining the value of the business.

See: Considerations for selling your business part 1, mature vs decline.

Exit Strategy/Exit Planning:

Preparing for the day an owner will leave their business. An exit plan will incorporate valuation, tax and estate planning, risk mitigation, stakeholder communications, due diligence and much more.

See: Leaving your business on your terms: transition options for small business owners.

Extraordinary Expense:

Expense that is excessive, above normal levels.

FMV or Fair Market Value:

A current and objective value, risk-adjusted.

Franchise:

Franchising is a business method that involves licensing of trademarks and methods of doing business. A franchise usually lasts for a fixed time period and serves a specific territory or geographical area surrounding its location. (WIKIPEDIA)

See: Franchises: a business-in-a-box

Franchisee:

The party in a franchising agreement that is purchasing the right to use a business’s trademarks, associated brands and other proprietary knowledge in order to open a branch. In addition to paying an annual franchising fee to the underlying company, the franchisee must also pay a portion of its profits to the franchisor. (Investopia)

Franchisor:

A supplier who allows an operator, or a franchisee, to use the supplier’s trademarks and distribute the supplier’s goods. In return, the operator pays the supplier a fee. (WIKIPEDIA)

Intangible Assets:

Include goodwill, patents, trademarks, database/mailing lists, licenses, permits, franchise agreements.

Intellectual Property:

Includes patents, copyrights, trademarks, trade secrets, and other proprietary information used in commerce.

Lifetime Capital Gains Exemption:

A tax benefit on the sale of shares of a qualifying small business corporation. By taking advantage of the lifetime capital gains exemption (LCGE), share owners can potentially receive the capital gains tax free. The LCGE for 2016 is $824,177; it is indexed for inflation, up to $1 million, for tax years after 2014.

See: Selling a business: minimizing taxes when you sell

Mission Statement:

Defines the benefits customers can expect from the business.

See: Selling a business: top operational factors to build value

MPSP or Most Probable Selling Price:

The most likely selling price. Factors the true (recast) earnings past and future, risk, what the market and the seller are willing to pay.

See: What is your business worth, part one

NDA or Non-Disclosure Agreement:

An agreement that creates a legally enforceable confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets.

See: Confidentiality: why it counts in selling your business

Non-cash expense:

Usually tied to depreciation.

Non-Compete Agreement:

A legal document to prevent key employees from setting up their own business in direct competition.

See: Selling a business: top organizational factors to build value

Non-recurring expense:

A one-time expense.

Offer to Purchase, Letter of Intent, Memorandum of Understanding:

A formal proposal to purchase. Documents that serve as a dated and signed offer to purchase the business with a time frame for response. Usually non-binding excepting confidentiality and perhaps exclusivity. Frequently includes a deposit.

See: Buying a business: making the offer

Recasting:

Normalizing the financial statements of the business to provide a realistic value of the assets and liabilities and the true earning capacity of the business. Adds back expenses considered discretionary, extraordinary, non-recurring or non-cash.

See: Selling a business: what is your business worth part 2

SDE or Sellers Discretionary Earnings:

True earnings. Net income less interest, taxes, depreciation and amortization, owner’s compensation (including salary and discretionary expenditures). Benchmarked as a percentage of gross sales.

See: Selling a business: what is your business worth part 2

Share Sale:

In a share sale, the buyer purchases the shares of the corporation. For the seller, the difference between the cost of the shares and sale proceeds is a capital gain.

See: Assets or Shares: Buying a business: should you negotiate for assets or shares

SWOT or Strengths, Weaknesses, Opportunities and Threats:

A way of assessing the viability of a business. Included in the Confidential Business Overview of the business for sale.

See: Selling a business: top organizational factors to build value

Tangible Assets:

Include furniture, leasehold improvements, vehicles, machinery etc.

Vendor Take Back:

Seller-provided financing where the seller takes back a portion of the purchase price, paid off over time. Also called a seller’s note.

See: Sellers fund the purchase of small businesses in Canada

Vision Statement:

Defines what the business will be like in five years.

See: Selling a business: top operational factors to build value

Working capital:

Working capital (WC) is the difference between your current assets (cash, account receivables, etc.) and your current liabilities (accounts payable, accrued expenses, etc.) and as a cycle of cash flow, is required to sustain your business operations.

See: How does working capital factor into the purchase or sale of a business

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Gregory Kells
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