Selling a Business Ain’t for Sissies
16 October 2023: Selling a Business Ain’t for Sissies
Selling a business profitably requires a lot of work, a lot of time and no small amount of knowledge and experience.
Yes, a business can be sold by an amateur – a real estate agent, accountant or even the business owners themselves – but few amateurs understand the amount of work such an undertaking involves or the amount of time that will have to be devoted to it. And no amateurs possess the knowledge or experience to do so successfully.
Selling a business can be a daunting process and trying to do so without the knowledge required will almost certainly result in disaster. Over the years, we’ve been contacted regularly by amateurs who have tried – generally the owners themselves and real estate agents – and these conversations have always been uncomfortable.
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This month on The Brokers Roundtable℠, we are conducting a Live Stream interview and Q&A with Michael Gartman, CPA with Virginia-based Finn Gartman Hart, on the topic of capital gains taxes. If you’re selling a profitable business you’re likely to be hit with a tax bill. In this Live Stream you’ll learn what capital gains are, how they’re taxed and some strategies for keeping more of your hard-earned money.
If you are a member of The Brokers Roundtable℠, simply go to Community Events and click on the event title to RSVP to join this Q&A at 3 PM eastern time on Thursday, 26 October.
If you’re not a member of The Brokers Roundtable℠, you can join here.
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Most businesses that come to market without trained, experienced professionals leading the charge don’t sell – at least not until the reasons they don’t sell are corrected. And a professional usually has to be involved to identify the reasons and guide the necessary corrections.
We’ve found that the main reason such businesses don’t sell is that no one within a mile of the effort has any idea what the business is worth. The owner determines what they want and that’s the asking price – whether the owners tries to sell it themselves or they enlist a real estate agent to do so. No one gives even the slightest thought to “market value”.
Business owners are notorious for having an exaggerated opinion of what their business is worth. But valuation is just one issue – the first of many – to consider.
The Work
Here are some of the important tasks and steps that must be handled when a business is brought to market.
- Valuation. You’ve got to know what the business is worth. The business must be valued.
- Maintaining confidentiality. Confidentiality when selling a business is extremely important. (See examples under The Knowledge, below.)
- Developing a marketing plan and the relevant collateral pieces. Know where to market and who to market to.
- Vetting “buyers”. Are they qualified to run the business? Do they have the financial wherewithal to close the deal?
- Reviewing and advising on LOIs and purchase agreements. These are complex documents and must be reviewed by experienced talent.
- Controlling the due diligence process. Due Diligence is likely to be extremely invasive and must be carefully managed.
- Assisting in the development of the financing application. If you’re a seller, knowing how a deal is likely to be financed and where to go for that financing are both extremely important. We’ve got to make it easy for the buyer to buy.
- Keeping all parties on the trajectory toward closing. This is the “herding cats” part of the process. Attorneys, accountants, lenders, appraisers, buyers, owners, and more are all involved in most deals. Keeping everyone in line and headed in the right direction can require the patience of Job.
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Our course, “Learn How to Value and SUCCESSFULLY Sell Businesses“, teaches you how to accurately value and successfully sell businesses.
The Knowledge
Because so many businesses don’t initially sell and because the main reason for that condition is that the seller’s price expectations are so high, one of the most significant and impactful aspects of knowledge to have is knowing how to value businesses. But because “value” and “price” are not the same, it’s nearly as important to know how to price a business once its value has been determined.
But once you know the value and have determined a price, the importance of knowing how and where to market a business cannot be overstated (as you’ll see in a moment). And knowing how to do so confidentially is critical.
For example, listing a business with a real estate agent means that the business being listed is going to immediately go up on the local MLS (multiple listing service) where no one in the history of the world has ever gone looking for a business to buy. And confidentiality is, of course, out the window.
And as to an example of the need for confidentiality, we’re currently working with a specialty retailer that does about $1.8 million in annual sales. A couple of years ago, a Walmart opened along the same stretch of highway about a mile away. Walmart sells many of the same products as our client and in most cases, at lower prices. Our client suffered an immediate hit when Walmart opened but their customers came back relatively quickly and continue to patronize our client for several reasons that Walmart can’t compete against:
- Level of personal service
- Being able to offer higher quality or more specialized products
- Being known in the local community. Customers know the owners from church, the grocery store, the restaurants, kids’ schools, sports, etc. and want to support them.
If word gets out that the business is for sale, many clients will lose their sense of loyalty, a condition that will immediately impact sales of our client’s business and, thus, its value.
Time
Selling a business takes time.
Imagine performing all the tasks listed under The Work, above. But imagine also having to respond to all the inquires you’re likely to get when the business is listed – confidentially, of course. Imagine the follow up calls and emails that each inquiry will require. Imagine the time required to determine whether each particular inquirer is legitimate; is experienced enough to operate the business and has the financial horsepower to actually pull the deal off.
Imagine the time required to meet with potential buyers, show them around and respond to their emailed questions. Imagine doing all this for months on end with potentially dozens of prospective buyers – or sham buyers. Imagine doing all this confidentially.
In general, simple, straightforward businesses that are properly priced often take between six and 12 months to sell. But they can often take longer; sometimes MUCH longer. Due diligence itself is often a 60- or 90-day process. If licenses or franchise rights are being transferred, more parties – the grantors of those rights and the grantors’ legal counsel – will be involved in the deal and more time is likely required to get everything in order; ready to go to closing.
We have never met a business owner who was able to handle all that is required to sell a business and still maintain the business’ growth momentum, a condition that will often result in a lower price as growth suffers.
As the old expression goes, a lawyer that represents himself has a fool for a client. This applies to business owners trying to sell their own business, as well.
The Bottom Line
We’re often contacted by real estate agents and business owners that have been trying – unsuccessfully – for many months or even years to sell a business. There are two common traits in each such occurrence:
- No one involved had any idea how much the business in question was worth, and;
- The seller and broker both express their astonishment at how much time had to be invested.
Of course whenever an owner tries to sell their own business (“FSBO”) and when a Realtor tries to sell, confidentiality is out the window many months before either came to us looking for help.
Selling a business ain’t for sissies. It requires lots of work, specialized knowledge and a ton of time.
I’d like to hear from you. What topics would you like me to cover? How can we tailor these posts to be more useful to you and your business. Let me know in the comments box, below, or email me at jo*@Wo*******************.com.
If you have any questions or comments on this topic – or any topic related to business – I’d like to hear from you. Put them in the comments box below. Start the conversation and I’ll get back to you with answers or my own comments. If I get enough on one topic, I’ll address them in a future post or podcast.
I’ll be back with you again next Monday. In the meantime, I hope you have a safe and profitable week.
Joe
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The author is the founder, in 2001, of Worldwide Business Brokers and holds a certification from the International Business Brokers Association (IBBA) as a Certified Business Intermediary (CBI) of which there are fewer than 600 in the world. He can be reached at jo*@Wo*******************.com