The two steps to selling a business- SMH article

From the perspective of somebody who sells businesses every day, three little words are responsible for more businesses NOT selling than anything else: “It’s got potential”

Though buyers look for potential, they hardly ever pay for it. ‘Potential’ is a great thing, but it’s neither what buyers base their decisions on, nor something for which they’ll risk paying a premium….

Read more:

By Zoran Sarabaca
Principal of Xcllusive Business Sales Pty Ltd
Sell your business with Certainty





Xcllusive takes home the 2014 MyBusiness Award for Best Growth Strategy.

Last night, Sydney saw some of the best and brightest of Australian business gather together for the 2014 MyBusiness Awards in Dolton House. Xcllusive Business Sales, due to a bit of luck and a lot of hard work, took home the Award for Best Growth Strategy sponsored by Attache.

“We’ve been growing and innovating in the business broker field for over ten years now. It’s an honour to be recognised for all the long hours and hard work that me and my team have put into it.” Zoran Sarabaca, principal of Xcllusive said about the win.

“In the last 12 months alone we’ve published Australia’s only business sales book, opened up offices in Gosford and Canberra, designed and built software that allows us to do in-depth appraisals for free for our clients and have just launched our new monthly business sales seminars in and around Sydney. It’s been a massive year.”

Xcllusive Business Sales shared the stage with Vinimofo, Wealth Enhancers, Mozo, Maestrano, Track’em, Nature’s Quest and Made in the Shade; each of whom took home an award from the distinguished event. The Award for Most Outstanding Excellence was taken home by Melbourne based Vinomofo.

“We’d like to thank MyBusiness Awards, Attache and the SME Association for putting on a fantastic night. We’re all patting ourselves on the back”

Want to contact Xcllusive? Call us on (02) 9817 3331 or click here to quickly enquire through the site.

By Christopher Notley-Smith
Xcllusive Business Sales
Sell your business with Certainty.


Common aspects that create buyer risk, uncertainty, doubt and decrease your economic appeal when selling your business

If you’ve found this page and haven’t yet downloaded the ‘RUDE Booklet for selling your business for its true valuethen click here to download it first.  Otherwise, read on…

What follows are a list of common Risks, Uncertainties, Doubts and Economic Unappealing aspects of a business. These are far from a full and comprehensive list but they are an excellent starting point.


Common things that create Risk in a business, especially to an incoming business owner:

  • Small number of customers
  • Large percentage of turnover dependent on one or a small number of clients.
  • No or limited contracts with clients or suppliers
  • Very high reliance on a small number of key, ‘difficult to replace’ staff.
  • Highly reliant on one supplier.
  • High levels of un-reported income.
  • Aging or damaged equipment that may be difficult, expensive or impossible to fix.
  • Very high rent or unfavorable lease terms (especially if coupled with low profit margins)
  • High working capital requirements for the day to day operations of the business.


Common things that increase a potential buyer’s Uncertainty about the business’s future.

  • Limited time remaining on the lease
  • High level of knowledge needed to run the business
  • High reliance on the owner for day to day operations
  • Uncertain or changing industry
  • Changes in local or otherwise direct competition
  • Unpredictable or erratic changes in turnover year to year.
  • Very low barriers to entry into industry
  • Lack of proof for un-reported income (if any)
  • High levels of unpaid debt
  • Complex business with limited or know management or system documentation


Common things that cause a potential buyer to Doubt your reasons for selling or that they’re making the right decision.

  • Unclear reasons for selling
  • Lack of contracts for ongoing verbal agreements with clients or suppliers
  • No or limited supporting documents for financial reporting.
  • Owner has conflicting financial interests such as a similar business that may compete with or cannibalise sales of business on offer.
  • Important information not readily available to potential buyers.
  • Lack of implemented compliance across areas of the business.
  • Un-resolved legal issues.


Common things that decrease the Economic Appeal for potential buyers of your business.

  • Lack of business documentation and automation systems
  • Highly specialised knowledge needed to operate
  • Very high stock levels required to run the business
  • No offer of vendor finance or payment options
  • Lack of management structure causing a high reliance on the owner
  • Ageing equipment with high repair or ongoing maintenance costs
  • Lack of supporting financial documentation needed to acquire a business loan.
  • Sales price too high for target market (closer to sale decision)
  • Banks not lending for businesses in your industry
  • Very high working capital requirements for the day to day operations of the business.

Now this isn’t a full and comprehensive list by any standards, but it’s an excellent starting point. It should also give you a clearer idea of what types of issues can fit into each category of the RUDE system. If you need any further assistance please don’t hesitate to get in contact, furthermore, if you’ve made some progress on your RUDE booklet and would like some more assistance with selling your business, simply click here to enquire directly with us or give us a call on (02) 9817 3331.

I look forward to talking to you. Until then, good luck with your business sale!

PS. The RUDE system is from our DIY business sales book that we’ve recently launched. If you’re more of a DIY sort of person when if comes to selling your business, click here to find out more.

By Zoran Sarabaca
Xcllusive Business Sales PTY LTD
Sell your business with Certainty

Have a business sale question you’d like an answer to?

Have you got a question about business sales that you haven’t found an answer to in this blog? We’d like to hear it! We’re always on the look out for ways to help prospective business sellers get the information they need.. and what better source than from business sellers themselves!

If you’ve got a question you’d like to see answered in this blog, just click here to ask it and we’ll get back to you as soon as possible.

If it’s a really good question we might even answer in with a feature blog!

Looking forward to hearing from you!

Zoran Sarabaca,
Principal of Xcllusive Business Sales
Sell your business with Certainty.


Sell your business for more by planning NOT to sell; alternatives to selling your business.

Despite the fact that barely anybody does it, planning alternatives to selling your business is a fantastic negotiation tool that could help you sell your business for more…

Picture this: after six long months on the market, you’ve finally found a buyer for your business. You want out and they want in, and what’s more it’s well and truly crunch-time. You have no alternative to selling, no other viable buyer, and you don’t want to (or can’t) be in the business anymore. Then at the 11th hour, your buyer comes back with an extremely low ball offer and won’t budge.

What do you do?

Do you take the offer and end up with less for your business? OR do you push back for more money and risk losing the sale all together?

Neither choice is a perfect one and you can’t possibly know which one is better until you’ve already made the decision.

Here’s where planning NOT to sell comes in handy. Planning a good alternative to selling adds a third option to that conundrum. This takes the pressure off you which means you don’t have to accept your buyer’s lowest offer or risk losing the sale completely. Having this third option available is a fantastic fall-back option that you can use to give you backing during negotiations. You might even get more for your business as a result. So what are some common alternatives to just selling?

  • Commit to stay with the business and invest in building it and increasing it’s profitability for the long term.
  • Do the above and eventually hire a manager to reduce the load on yourself.
  • Do the above two things and sell it after a year or two for a whole lot more.
  • Close and sell the stock, fixtures and fittings to minimise your losses.
  • Consider alternative sale arrangements; 50-50 split, staged buyouts etc
  • Sell, but remain employed with the business as a paid consultant for a period of time.
  • If you’re in real trouble with debt you can consider liquidating.
  • Seek a similar business to merge with. For the right type of business this could increase profitability and reduce risk.

These are just a handful of suggestions (and there are definitely more options), but really the more options you have to selling, the better it is for you and for negotiations.

By the way, this isn’t to say that you shouldn’t accept the low ball offer if it’s still your best option. You really need to weigh up your alternatives and pick the best one. Sometimes under the right circumstances, a low-ball offer might actually be your best offer, something that we wrote about in this blog: (Click here to read about it), so you need to keep that in mind.

Now, as we’re business brokers, it’s our job to sell businesses, so it might seem against our best interests to suggest that you not sell your business. That’s not what this blog is actually about. Really, if you want out, then selling is the only cut-and-dry option with a high return. These alternatives are important to a) reduce the stress on you during the selling process (which can be more disruptive than you think) b) give you extra ammunition during the negotiations (to help you sell your business for more) and c) Give you a handful of options should the sale not go through.

These three things are actually good for your business sale and can help it go through smoother and quicker. So in that respect, it’s a chunk of advice that helps both us and you. Good luck with your planning!

By Zoran Sarabaca
Principal Xcllusive Business Sales Pty Ltd
Sell your business with Certainty.

Would you like to talk to us about your situation? Need help with selling your business? If so, we’re happy to help, just give us a call on 02 9817 3331 or fill an enquiry on this site by clicking here.

We look forward to talking to you.

DISCLAIMER: The information contained in this blog is for information purposes only. It is not meant to be considered as business advice. The points of view expressed represent reactions to the current business market and it should be noted that the market may be subject to change in the future. Reader’s specific circumstances may be different and have not been taken into consideration. Always consult with your professional advisors for any business advice.


How to price your business without ruining your business sale.

Let’s just get this out of the way: there is no one-size-fits-all formula for pricing your business. Anyone who tells you that there is, is probably about to ruin your chances of selling your business at its full value. 

And here’s why: the price at which you take your business to the market is one of the main determining factors that can lead to a successful business sale. Your advertised price has a huge affect on everything from:

  • Your target market,
  • The perceived return on investment,
  • The availability of finance,
  • Your buyers’ level of trust in your business,
  • The calibre of buyers you attract,

… and most importantly; it has serious implications when you get to the negotiating table.

All of those things put together can have a massive affect on your business sale so, quite simply, if your business price isn’t a strategically calculated figure, you’re shooting yourself in the foot. It can be the difference between selling and not selling.

So, given that minefield, how do you calculate how much your business is worth?

To start, you aren’t going to be able to do it without help. I should probably also say, given what we’ve already said, that you aren’t going to be given a formula at the end of this blog with an answer. What this blog does however, is point you in the right direction. 

Here’s our recommended first step on how to value your business:

Most people’s first thought is to either get a business valuation or to get their accountant’s opinion. Though these are good options, there’s a much quicker (and cheaper) way to get some fairly accurate estimates.

My recommendation for the best first step would actually be to approach some business brokers for an appraisal. Now, this might seem a little self-serving (given that we are business brokers), but it is my genuine opinion (Plus, most good agencies will put together an appraisal for free).

Most business brokers’ appraisals are obligation free and business brokers are uniquely positioned in that they have first hand access to what businesses are selling for in the current market. Furthermore, if they are a reputable broker, the appraisal they give you will be geared towards a realistic selling price. Why? Because it’s in the broker’s best interest to advertise the business at the right price so they can sell it and get paid!

IMPORTANT: Picking the good agents from the bad is core to getting a good appraisal. Make sure you read to the end for tips on how to pick the right agents to produce your appraisal. 

The reason you need to go to multiple brokers is that you want to get at least three price opinions for your business. If they’re all around the same price then your pricing decision will be easy. If however, the appraisals all come back very different then you’re going to need to make some hard decisions. Without business valuation training, the absolute best test you could do is the age old ‘sanity test’. This is a real test that even valuers use, but you can do it yourself.

For each appraised price, you need to put yourself in a buyer’s shoes and answer the following question as unemotionally and honestly as possible:

 ”Knowing what I know about my business;
its profits, advantages, disadvantages, benefits and drawbacks;
whilst considering the current economic climate and industry conditions
and comparing it to other businesses and investment opportunities…
would I pay this price for it?”

If your answer is a very quick ‘Yes’ without too much thought, then the price might actually be a little low.

If your answer is a resounding ‘No; I would invest this money elsewhere, then the price is likely too high.

If however your answer is something more like ‘Yes, but only after thorough investigation and serious consideration’, then you have likely found a reasonable asking price.


So, is that it? Well, yes and no. No, because of course you could study up and read through all 1000+ pages of a very thick and heavy valuations manual… but if you’re like most business owners I know then the hundreds of hours required to do so are not really available to you. Otherwise, the process described in this blog is the very process that I used to sell my own business before becoming a business broker (and before reading through all 1000+ pages of a very think and heavy valuations manual).

There’s no way to know exactly how the market will react to your price, so remember; listen to the market. All buyers will likely have concerns over price (obviously), but if buyers are telling you that the business is way over-priced and they are not interested in taking it further, then you need to be prepared to react to that feedback.

Do that, and you’ll be lightyears ahead of your competition.

Good luck!

By Zoran Sarabaca
Principal Xcllusive Business Sales Pty Ltd
Sell your business with Certainty.

PS. IMPORTANT: Read this to help you pick the right brokers for the appraisal.


The main variable of this whole exercise is picking the right brokers to appraise your business. Not all appraisals are created equal and you do need to be picky with the brokers who’s appraisals you trust. Here are four quick tips to help you pick the right brokers to approach for a good appraisal.

  • Any good appraisal requires financial documents to produce. If the broker doesn’t ask for them, then find an agent who does.
  • Stick to agencies with a low business to agent ratio. Do this by counting the number of businesses listed on their website and dividing it by the number of agents they have. If the website has 1000 businesses and only three agents, then those agents are not going to have the time to focus on individual businesses and as a result will often over quote business prices simply to list more. An over quoted price is not what you’re looking for.
  • Avoid agencies with what appears to be very overpriced businesses. Take a look at their listings page, and if their prices make you scoff then maybe give them a miss.
  • Avoid agencies with very high engagement fees. As of 2014, agency engagement fees up to about $2,500 – $3,000 are totally acceptable. If the brokerage is charging you $5,000 – $10,000 just to sign up with them, then their financial incentive is at the front end of the deal. This means that they make their money by signing you up as opposed to selling your business. Under these circumstances it is actually in their favour to over-quote you in order to sign you up and get the engagement fee.

Remember, this tip list is mainly to help you find the right agents to appraise your business. It’s not a be-all-end-all to help you choose the right broker… but it’s a good start.

DISCLAIMER: The information contained in this blog is for information purposes only. It is not meant to be considered as business advice. The points of view expressed represent reactions to the current business market and it should be noted that the market may be subject to change in the future. Reader’s specific circumstances may be different and have not been taken into consideration. Always consult with your professional advisors for any business advice.

Why was this one perfect business impossible to sell? (AKA When are you being TOO confidential)

Back in 2010 we were selling a business that should have sold and should have sold quickly… but it didn’t. In fact, it never sold and the reason was obvious. So what was the problem?

Here I take you through what went wrong, and (more importantly) how you can avoid it happening to you! Watch the quick video below:

By Zoran Sarabaca

Principal of Xcllusive Business Sales
Sell your business with Certainty

PS. If you’d like to talk to us about selling your business submit an enquiry or call us on (02) 9817 3331. We look forward to talking to you.

DISCLAIMER: The information contained in this blog is for information purposes only. It is not meant to be considered as business advice. The points of view expressed represent reactions to the current business market and it should be noted that the market may be subject to change in the future. Reader’s specific circumstances may be different and have not been taken into consideration. Always consult with your professional advisors for any business advice.


5 Business Growth Tips: The Free business seminar.

This coming 22nd of February I’ll be presenting at the Sydney Business Super Saturday business building seminar. This five speaker event, valued at $1,299 is being offered for FREE to contacts of Xcllusive (which includes people who enquire through this blog).

Here’s a quick preview of what I’ll talking about:

I’ll be talking about (and you’ll learn about) where the value in a business actually comes from as well as the things that make a business sellable in today’s difficult market. Through understanding these things you can actually take steps to boost the sale value of your business and maximise your return when it comes time to sell.

Also, as mentioned, there are four other speakers. Among the mix, you’ll also be learning about:

  • Secret strategies to double your sales without relying on websites, databases or joint ventures.
  • How to make a fortune on Facebook by generating LEADS instead of just likes.
  • Growth strategies for 2014 and how to increase revenues over the next 12 months
  • How to increase and maintain your business’s resilience in a difficult market. 

I’m really excited about meeting some of you and being able to offer you this unique opportunity.

There are limited spots available, so the sooner you get in, the more likely you are to reserve a spot. Click the link below to learn more or submit your FREE reservation now, or call us for more information on (02) 9817 3331. Don’t wait though- seats are filling up fast!

 **Click here to book your FREE seat**


One important question business sellers aren’t answering for their buyers (and how to answer it)

One of the biggest considerations for a buyer of your business is: ‘If I owned this business, what will I have to do?”. That might sound obvious, but in practice, it’s one of the least serviced concerns of a buyer. When you flick through a Sales Memorandum often you’ll see some mention of what the owner does in a business, but usually, it’s nothing more than the hours involved.

If you consider the importance of it though, the question;‘how will my life change through buying this business’, it seems crazy that it’s overlooked at all!

So, to bring in the end of the year, here are two very quick and easy tips to make it easier for you to answer that question adequately.

1. Keep records of YOUR working hours.

Keep a journal of your working hours and what you do. After a couple of weeks, write yourself up a timesheet! It might sound like a silly exercise, but for the most part, it doesn’t take too much time, and it can do a lot to clarify to a buyer what to expect. If you’re worried that you’re putting in too much time, and that it might deter buyers, then consider this: It is likely that your workload will be seen by buyers through their Due Diligence process anyway. On the plus side, conducting the exercise might present you with some possibilities to hand over some of your jobs to your employees. You might find some stuff in your workload that you simply don’t need to do. This in effect will make your ‘job’ more attractive to potential buyers.

2. Write a job description of YOUR job.

Based on your journal, write yourself a job description. Keep it succinct and try to paint a picture of what you do in the day to day running of the business. This is just as important as the timesheet. For a buyer, it will give them a feel for what to expect. It uncovers the unknown… and that is a very valuable asset in any business sale.

… So what’s the point of all of this?

Selling a business is rather like selling anything- it’s all about overcoming barriers to purchase. With a business sale though, you’re talking about a LOT of money and a very big life change which leads to uncertainty in your buyers. By giving some sort of formal answer to the question ‘What will I have to do’, you are actively overcoming an uncertainty that would otherwise be a great, big, fat question mark in the mind of a buyer.

In short, answering this question makes your business more sellable… Which is what this blog is all about!

If you would like help in preparing your business for sale or taking it to the market, we’d love to talk to you. To get started Call us on (02) 9817 3331 or fill in an enquiry form by clicking here.

Also, if you have any success with this process we’d love to hear from you, so let us know by leaving a comment below!

By Zoran Sarabaca

Principal, Xcllusive Business Sales
Sell your business with Certainty

PS. By the way… When should you start? Even if you’re not selling yet, try the job journal exercise now. As we mentioned earlier, you might uncover some jobs that you’re doing that you can give to your staff. Reducing uncertainty about your job is one thing, but if you can make your job easier to do… that’s what buyers really want.

DISCLAIMER: The information contained in this blog is for information purposes only. It is not meant to be considered as business advice. The points of view expressed represent reactions to the current business market and it should be noted that the market may be subject to change in the future. Reader’s specific circumstances may be different and have not been taken into consideration. Always consult with your professional advisors for any business advice.


Should you tell your staff that you’re going to sell your business? (or, the Story of Agent John)


Last week I got the strangest voicemail message from ‘John’ (not his real name), one of our business sellers. In a confident voice his voicemail went:

Hi Zoran. I just wanted to tell you that our outstanding balance on that order will be fulfilled tomorrow” *click*

It was a strange message. Did he have a wrong number? No, because he referred to me by name. So what did he mean? And then it hit me.

I knew exactly what he meant….

Behind John’s voice “…our outstanding balance on that order will be fulfilled tomorrow” , was another cue to its meaning: voices. There were voices in the background; the familiar sounds of everyday life in a business. He was at work and he was sending a coded message that read:

Top Secret. Your Eyes Only. Dear Zoran. I am writing to inform you that I will be signing the contract for the sale of my business tomorrow. There are too many staff around so I must speak in code. Regards, Agent John [End of Message: Burn After Reading]

John, like so many business sellers before him, had decided to sell and found himself leading a double life. On one hand he was working towards a big life change; selling his business. But, to his staff, he felt he had to act like it was business as usual. He was like James Bond undercover; he had secret email addresses, secret forms and files and he was sending coded messages to his business agent.

SO. What should John do? Should he retain his secret agent status or blow his cover?

To start, I should probably say that it’s different for every different business. Truthfully, for some businesses, telling your staff that you’re selling may not be the best course of action, but for others there are serious tactical benefits. So to answer this question we’ll look at the Pros and Cons of telling your staff that you’re thinking of selling.

Cons to telling your staff that you’re selling your business:

  • Staff may leave, fearing for their jobs or treatment under a new owner. This could cost you money in retraining and if it happens too close to the deal could negatively affect the sale.
  • It can affect your confidentiality. What if your staff tell other people? You might consider asking them to sign a Confidentiality Agreement.
  • Staff may begin to slack off. If they know you’re going they might not feel they need to ‘impress’ you anymore.
  • The big con is that it creates uncertainty amongst your staff who will of course be concerned about their employment future.

That last point regarding job uncertainty is potentially the most damaging, so careful management of the situation is needed to alleviate employee concerns. One-on-one, let them know that you need them for their experience and services they provide, and therefore a new owner will also need them. You may even choose to involve them in buyer enquiry process through introductions to potential buyers. Anything you can do to alleviate this uncertainty will offset the majority of the cons associated with telling your stall that you are selling your business.

Now, some of those could seriously put you off telling, particularly the confidentiality issue. If the confidentiality issue is a deal breaker for you, maybe don’t tell your staff, but don’t decide before reading the Pros…

Pros to telling your staff that you’re selling your selling:

  • Staff will have time to acclimatise to the idea, lessening the likelihood of them leaving when they find out later. This information can be leveraged to improve the stability of your business in the eyes of a buyer, increasing its saleability.
  • It will give you the opportunity to overcome your staff’s uncertainty through careful situation management and through introducing them to potential buyers.
  • It will give you a context in which to place certain key staff members under employment contracts, again raising the stability for the potential buyers and thus increasing its saleability.
  • You open up a new pool of buyers; your staff and their contacts. These are people who know the business intimately, know your customers and your suppliers. One of them may be an ideal candidate for the buyer of your business and more importantly, a CONFIDENT buyer.
  • The Due Diligence process is far easier for the buyer. They don’t have to come after hours, operate in secrecy and they can actually meet the staff. This not only builds confidence for the buyer, but it will serve to set the staff at ease.
  • It will give you an opportunity to train key staff for tasks that you currently fulfill. This reduces reliance on you and increases the attractiveness of the business for new buyers.
  • Peace of mind. It’s done. They know. You don’t have to lead a double life anymore.

So, given all of that information, what should you do if you were in John’s position. Truthfully I can’t answer that because it comes down to your personal situation. But I can tell you the rest of John’s story…


To tell you the truth, John didn’t leave a message last week. It actually happened about 10 years ago. And John wasn’t his real name. His real name was Zoran… It was me. I, Zoran Sarabaca, left that message for my solicitor at the time.

So what did I do? It was the second business that I’d owned and sold and in the end I decided to tell my staff. Amazingly, one of my staff ended up buying the business. As a side note, years later I helped him sell the business again to someone else. So for me it was the right thing to do and I have absolutely no regrets.

In the end, a business can be sold with or without the staff knowing. What you should do in your situation really comes down to a decision on case-by-case basis. So read through the Pros and Cons above and weight them up against each other. If you have any questions at all leave a comment below or feel free to contact us.

I look forward to hearing your story.

To talk to us about you personal business sales situation please don’t hesitate to call us on (02) 9817 3331 or click here to leave an enquiry.

Thank you for reading!

(PS. I hope you liked the twist)

By Zoran Sarabaca
Principal, Xcllusive Business Sales.

Sell your business with Certainty.

DISCLAIMER: The information contained in this blog is for information purposes only. It is not meant to be considered as business advice. The points of view expressed represent reactions to the current business market and it should be noted that the market may be subject to change in the future. Reader’s specific circumstances may be different and have not been taken into consideration. Always consult with your professional advisors for any business advice.