business, buyer, sell, sale, money, deal, market, people, sale agreement, buy, pay, transaction, seller, small business, closing, run, offer, financials, business owners, documents
Damon Pistulka, Andrew Cross
Damon Pistulka 00:06
All right, everyone, welcome once again to the faces of business. And do we have a special episode and guests for you? None other than Andrew Krause my partner in exit your way, we’re going to be talking today about the DIY business sale. All business owners out there that want to understand and learn more about selling a business yourself. We’re going to talk about some of the things and the steps you need to take to do that. So Andrew, awesome having you here today, man.
Andrew Cross 00:37
Hey, hey, good to see ya. Yeah, well, everybody. Yeah, this is? Yeah, this is a really good topic. And you know, like is, I think one of the things that’s miss understood about, you know, exiting a business is that yeah, it is possible to do it yourself. You don’t? Yeah, you don’t necessarily need us brokers involved? Yeah. So we kind of talk a little bit about that today. Although, I think most of the time, it probably is good to have a broker involved. But
Damon Pistulka 01:07
there, there definitely are times, I mean, we talked about this over the years that, that we really wanted to create at least a guide of some sort for people that that you can’t help or that it isn’t right, and to give them a little bit of information. And that’s where we’re hopefully going to do here today. So so let’s just get started, man, you know, selling the business, let’s talk about, you know, when do you think some of the times that selling a business could be appropriate for an owner? Trying to sell it yourself?
Andrew Cross 01:42
You know, I mean, brokers, you know, just like anything else, our fees are a lot, you know, and then if you’re a small business, or you don’t have anything particularly complicated about your business, then, you know, it may not make sense to use a broker in the transaction, necessarily. So, you know, um, you know, although I will caveat that we can kind of run through how you do it, how do you sell a business on your own? It’s really, we just take can tell you, because there’s no secret sauce here?
No, a lot of it’s common sense. But it is, it is a lot of work. And, you know, at the end of this, you can say, Okay, well, I don’t mind doing that. But but it might make sense for me to to get in touch with a broker and use them to do all this, because it’s just a lot of work.
Damon Pistulka 02:32
Yeah, well, and, you know, brokers, investment bankers are doing this stuff every day. They’re, they’re doing this kind of thing. But there are times certainly when it is is more appropriately, you know, based on fees, sometimes, too, if it’s a if it’s a transaction to someone that, you know, that it’s, I shouldn’t say it’s still a third party transactions. But if somebody had no really well, and you know, the terms and everything else, I mean, at some points, it’s just like, maybe you want a lawyer to write up the documents and call it good.
And there’s just times when it’s a lot easier than it is. But if you’re going out onto the open market, I think that’s that to me, with a business of size. It’s, it is a differentiator. Yeah. And it kind of sets you apart and the probably need to have help with it.
Andrew Cross 03:17
Yeah. And, uh, you know, especially to it depends on what you’re trying to achieve. Yeah, it’s action, if you, you know, and that’s one of the biggest obstacles for business owners is the lack of knowledge of what, you know, how to value a business, you know, what’s the market? Like, what is the process for selling it, because they’re just, you know, there isn’t a lot of information available to that they you really all you can see, and really understand about business transactions, or when they transfer is looking at public market.
You know, when that happens every day, there’s acquisitions, you know, you have valuations done share prices, price earnings ratios, but, you know, that’s, that has absolutely nothing to do with small businesses. Yeah, yeah. But jority of us are small businesses, private label. So yeah, you know, and are valued differently. And, you know, but there is a market for them. And, you know, it’s, you know, I think people are generally aware of that business owners, there is a market to sell their business. And a lot of times a lot of them. A lot of business owners go along, thinking I don’t know, you know, they don’t really truly believe that somebody would actually buy their business.
Damon Pistulka 04:29
Yeah. Yeah, that’s it. That’s a good point. That’s a good point. So as soon as we start, start thinking about, you know, I’m a business owner, I’m thinking, hey, maybe it’s right for me to try to do this myself. So we start going through the process, what are some of the what are some of the things I have to start thinking about? Well,
Andrew Cross 04:48
you have to think ahead of time. So and understand that the process of selling business takes time and you need to prepare for the sale. and prepare your business no different than if you were selling your your house, you know, you know, take a look, hey, I’m thinking about selling the house. But, you know, we might need to do a little painting, we might need to do a little this a little of that, you know, to stage it and get it ready to go to market, you need to do those things too.
So, yeah, understanding that is understanding about, you know, what, what the buyers are looking for? Because now you’re selling, you’re not selling your product or service anymore. You’re selling a business? And you know, it’s that’s a different ballgame. You’re probably used to selling your products and services and have been doing it for years, but a different customer now. Yeah. When it comes to this, and it’s a one shot deal, typically.
Damon Pistulka 05:44
Yeah, it’s a good point, because the buyers of businesses have a much different viewpoint than the sellers that have been in that business for a long time.
Andrew Cross 05:54
Yeah, absolutely. You know, yeah, yeah. I mean, and so that’s some of the things. When you, when you look at publicly traded companies, you know, it’s pretty easy to evaluate and establish what the market is for those. But when you look at small businesses, with, you know, maybe one owner, maybe a couple owners or partnerships, you know, they don’t have to be, you know, they can do their books or financials their way. And they often, you know, but in public markets, you know, they, they have to do them a certain standard way that everybody recognizes, and understands us as accepted principles, otherwise, you don’t know what’s going on.
Yeah. And, and, you know, we’ve got public people’s money involved in that. So it’s highly regulated, and all kinds of stuff, but business owners can do whatever they want with their books, and often do, yeah, that’s fine. There’s nothing wrong with that running your business, if you if the books work for you, and the way you do them, the financials, and you understand them, that’s fine. But when you go to sell your business, if it’s not recognizable to somebody on the outside,
Damon Pistulka 07:05
that’s a great point. Because you can run your you can literally run your business out of a checkbook, if you want, and do your taxes, however, the heck, you have to do your taxes, and that’s just fine for you. But when it goes time to show a potential buyer, the performance of your business from a financial standpoint, they have to be able to easily understand it, and then also be able to make sure that whatever systems you have in place are going to be easy for them to take over.
Andrew Cross 07:33
Yeah, so and 99% of the time, when we work with a client, we spend a good deal of time before we put a business on the market, you know, recasting normalizing and cleaning up financials so that there is a good reporting mechanism for for that that is recognizable, basically, is what you have to get to.
Damon Pistulka 07:54
Yeah, yeah, I guess that’s a good way to say it, their financials have to be recognizable and easily understood. And, and, and also have to really pass the muster of not just the buyer, but maybe the buyer is going to have a CPA or another firm looking at the financials and the data behind it.
Andrew Cross 08:12
Absolutely. And, and, you know, that’s the thing that I think for anybody who wants to sell a business as to understand that, you know, it’s not just a buyer buying the business, you know, probably there’s a lot of stakeholders involved, you know, most likely they’ll use a bank, and they’ll get a loan. And so basically, you have to also get through the bank. And so the deal has to make sense to them. And if you’ve got financials that have a lot of personal things, or non related business items that are run through there, which people do for tax purposes, then then you got to clean those up, and start doing that kind of stuff.
So, yeah, you know, and this is a thing that, though, again, plan ahead, because you can’t change those things overnight. And yeah, you know, if you want to sell your business, you may want to reduce your income. So you don’t have to pay as much taxes over the years, but at the end, that’ll cost you at the exit. So I’m showing your income shows less value of the company. And yeah, you know, so there’s two different things that we have to look at what the cash flow is of the business in the tax cash flow are completely different things.
Damon Pistulka 09:25
Yeah, that’s a great point. Because if you’re running a business and you’re normally run it, I’m in the middle of my, my career and my business. I can try to reduce taxes as much as I can. But when you come to the end, and the last, you know, three to five years of owning your business, you may want to not stick all those deductions into your business, or at least clarify which ones you’re doing for tax purposes, which legal to do, and which ones that are actual, necessary business expenses. As I’ve heard you say many times
Andrew Cross 09:59
we Call that those are those are write offs. I mean, that’s yeah, about what they are but you know, legitimate or not legitimate. If it’s not legitimate, yeah, you definitely need to clean that up. Yeah. It’s, uh, you know, you get, you know, like I said, You’re gonna pay pay now or pay later? That’s yeah.
Damon Pistulka 10:18
Yeah, in the last three years of owning your business, you definitely want to maximize your, your net income and the cash flow of the business to do it, I think. And the the other
Andrew Cross 10:30
those expenses are called discretionary. Yeah, there you call them discretionary, because you may use them as a write off, you may limit for a good example, as you may write off your you know, in your business, you might write off your car, as an automobile expense, it’s totally legitimate. But in actuality, it’s discretionary. Do you does that business really require a vehicle? Right? Yeah. And if it doesn’t, because what we want to do is we want to see the maximum amount of cash flow that comes from the business. So we want to those discretionary expenses, we might want to add those back or reduce them, so that when the cash flow goes up, that’s how that works. So yeah,
Damon Pistulka 11:13
yeah. So it’s really important to understand your finances, get your financial information together, get it clear, get it concise, get it least consistent so people can see it, because that’s it. That’s a big deal. Yeah.
Andrew Cross 11:27
And reconciled properly. If you do it yourselfer, you get a good bookkeeper, that, that does it on a regular basis, because everything needs to, you know, buyers are going to come in and you’ll see financials, and it says that you made this much money this month, they’re going to make sure that that goes back to the cash, and it actually happened. Yeah, and you can only you know, you got to balance a checkbook. Yep. Yeah. And that’s fine.
Damon Pistulka 11:53
Even in bigger businesses that we sell. I mean, they they go through the process of, of taking the cash from a sale to when it hits the bank. And, and counting the numbers that way, just to make sure that everything’s flowing through, like it should be. And actually, as they get bigger, it gets worse. Yeah, the scrutiny gets more more.
Andrew Cross 12:14
And this isn’t just something when I say small businesses, too, I have run across businesses that are 30 40 million in revenue, with 30 or 40 employees that don’t reconcile. Yeah, yeah. Yeah. And all it does, you know, is eventually if you make one mistake and misses zero, you could be off your, your accounts by you know, builds over time. Yeah. It’s just a good, good thing.
Damon Pistulka 12:40
Yeah. So as we talked about preparing, I mean, we talked about the financials, and then you talk about taxes, you know, this is this is, you know, this is something for some business people, there could be some back taxes, there could be some sales tax issues there are, you know, there’s all kinds of things that happened, but it’s not just anything with your income taxes has to be current, and, and you you got to have them filed, right, and everything like that, and talk about that a little bit with taxes.
Andrew Cross 13:13
Yeah, I’ve been, you know, if you go through a sale, um, you know, you’re going to have to have a closing or a transaction. And, and you can do that in any good business attorney, or you find an attorney that you can handle that for you. We have people we work with all the time. That’s the cost of doing the sale in the business that, you know, if you’re doing it yourself, but they, you know, all those, those guys will do their standard lien searches, just like when you’re also again, buying the house or anything else.
Even a car, you know, they’re gonna make sure there’s no liens and titles are free and that kind of stuff. And, you know, there’s things back there. So, a lot of times we run into the end of the deal, we try to do that ahead of time before we get started to make sure we’ll get through cost a little bit of money, but it’s not that hard to do. And you got to watch out for hidden those. I mean, a lot of times there was there’s stuff out there that they weren’t even aware of.
Damon Pistulka 14:14
Yeah, yeah, it could be attacked from from a long time ago, they didn’t even realize and or got Miss whatever it is, and get
Andrew Cross 14:21
filed, you know, at the County Register, those kind of things happen all the time. And yeah, sometimes there’s stuff sitting on there. And it’s no you know, sometimes you can you know, it you know, it doesn’t mean you can’t do a deal, but you know, it stalls and then you’ve got to go clean all that stuff up.
Damon Pistulka 14:38
Yeah. And some of that can take quite a while to do and when you’re at that point, it’s much easier to do that stuff ahead of time. And have it done ahead of time.
Andrew Cross 14:49
Yeah. And then you know, your business you know, the buyers who are coming in to look at a business know that look at that you prepare well for this. Yeah, you know, yeah. That’s kind of thing. So
Damon Pistulka 15:01
that is and that’s that’s one thing to think about when you when you have your when you are better prepared and organized. That will get deals done faster, don’t you think? Because the buyer see that you’ve got your, you know, company groups are
Andrew Cross 15:20
faster or just get the deal done period. Yeah, really what you’re facing and a lot of these situations, it isn’t a matter of, you know, how long it’ll take, it’s you got to get over these hurdles to get to the get a deal. get across the finish line. So you got to meet these requirements.
Damon Pistulka 15:39
Yeah, yeah, that’s a good point, I’m gonna write hurdles down because we can talk about that, because there’s some, there’s some big ones in here as you run through it. So you know, and then then when you when you’re okay, so you’re prepared for the business and you’ve taken you got your taxes cleaned up. And there’s some other things too, I mean, we’ve run into environmental issues, or workers compensation kind of things, all that stuff has to be addressed before you go into that.
Andrew Cross 16:08
Absolutely. You know, and then really, the next step is, you know, pricing.
Damon Pistulka 16:15
Yeah, that comes out what you
Andrew Cross 16:19
want for your business. Because, like I said, you don’t need a broker, if you if you’ve got a number that makes sense. And you can go to market, you can go make a deal with anybody, you don’t even need to go to market, you can, you know, and that kind of stuff. But you really have to understand, you know, number one reason that business doesn’t sell or is is because it’s pricing, it’s a very sensitive market. If you’re too high, you know, it’s just going to sit there.
Damon Pistulka 16:48
Yeah, yeah. And this is a common fallacy, I think, and correct me if I’m wrong, but what if a business is priced too high? Do people come in and offer lower prices? Or what when they do that, if it’s priced too high? What happens? Nothing?
Andrew Cross 17:05
They don’t? Yeah, they just didn’t realize, you know, it, I think most cases, too. I mean, that’s, we try to be proactive to talk to them about that. What’s the reason you’re passing on the steel? Why don’t you want to buy it? And sellers are often reluctant to do that. But if they see that, that the prices that much out of whack?
You know, it’s not, you know, for them, they just move on? Yeah, if they make the assumption you’re really not ready to sell. But you know, the other factor is too, and especially with small businesses, that buyers are not as sophisticated in a small deal on that site. So they don’t know how to value it either. So yeah, so you’ve got that problem. But I think if you’re going to do it yourself, get a third party to come in and do a valuation.
Yeah. Well, you know, that’s another part about being prepared. And going through the process of getting a formal valuation of market. I mean, there’s all kinds of valuations. And there’s a lot of people that can that can do that kind of work. And we do that for clients as well. We’ll go in and give them valuations for a lot of different reasons. But if it’s just a market, you’re trying to find your your probable selling price. Yeah. Yeah. A good valuator can help you do that. And then you’ll have that as a basis for, you know, negotiating the deal. That makes
Damon Pistulka 18:30
Yes, yes. And, and one of the things I think that is good about somehow determining the right, an appropriate value for their business is that a buyer can say they’re going to pay whatever. And as you said, a little while ago, the banker, the banker is often the one that’s going to say, well, I can only give loan so much money on this, this transaction, if I’m using the SBA, for example, if you’re under $5 million, or transaction size, they have requirements that each bank has how much they’ll loan based on the cash flow of the business. And your doesn’t matter what the buyer says, unless the buyer is willing to make up the difference in cash.
Andrew Cross 19:18
Yeah, and that’s usually not the case. Yes, yeah. Yeah. You know, I mean, if if you can’t get a loan approved, you know, on this, it’s telling you something, you know, you know that they have their formula. So, another good thing to do is to sell the company on your own, get evaluation done, go to a bank, talk to your bank and say, You know what, I want to sell my business what do you think would you lend money to this if I find a qualified buyer? You know, now they’ll run you through it and that that’s really a good check on hey, I’m I’m definitely confident in what I can ask for this business. Yes, for them their their way of looking at his debt coverage.
And it’s, you know, and they do the same thing, when you apply for a loan for your house, they want to know what your income is, they look at everything because they, you have to have enough cash flow to cover the debt service. Now buyers, looking at a multiple of earnings, and you know, those kinds of things as far as projections go, so they value it on a different way.
But the market sets it, but at the end of the day, if there’s not enough cash flow, to run that runs through that business to pay that debt service off, you know, you’re at that price that you’re asking for what the bank is lending it for, then you’re too high. Yeah, yes. It’s not rocket science, necessarily. But this isn’t, the deal needs to make sense. The numbers need to make sense economically. You know, and, you know, any broker that tells you will, will come in and get some knockout number for you. It just doesn’t work that way.
Like, it’s very price sensitive market, and it is what it is. So you have to, yep, it is math, and you have to, you have to really take the emotion out of that. Because I know that I’ve dealt with a lot of clients, and it’s disappointing. But you know, and another good practice to is, you maybe you’re years and years away from thinking about selling, like I said, plan ahead, but, you know, spend money to do an evaluation annually.
Yeah, and it’s a good metric to see how you’re, you know, performance, see how you’re doing. And it’s also something that he then you can provide, you know, to a buyer, when you go to say hi, you know, I do this annually, it’s part of my process, you know, it’s our review. And it’s, you know, how you you develop your strategy going forward? Because what what that’ll do is also bring up areas that you know, weaknesses that you need to address in order. Yes, business, going through the process.
Damon Pistulka 21:50
Yeah, cuz a good valuation doesn’t just go okay, here’s the numbers, they talk about management team, it talks about market, it talks about, you know, your customer concentration, a lot of other things and, and, yeah, you’re putting your information in on a free market or free business valuator online is is not going to get you Yeah,
Andrew Cross 22:11
be careful of that they’re not they’re not cheap, even just for, you know, an a market valuation a good one to give you a good, you know, market rate. Yeah, a value is, you know, five to $10,000, depending on the complexity or the size of your business. Yeah. And, you know, don’t don’t cheap up on that, because the random are just running formulas through and it’s a number sign, and it’s not, not the same thing. Yeah.
Damon Pistulka 22:41
But understanding that value and valuing and appropriately on the sale, as it will do two things, one, you’ll get you, if you are going to get offers, you’re going to get offers, if it’s priced. Right. And, and two, it will keep you from a long time disappointment, because if you’ve got your business price wrong, too high. And you could you could it could sit on the market for months, and months and months and months. And you’re just disappointed, because you don’t know why it’s not moving, why you aren’t getting inquiries on your business. And it’s around price. Yeah, yeah, you just won’t get any action on it at all.
Andrew Cross 23:21
And, you know, and that’s and that’s the thing about valuations, is they change, you know, value, your value today, in six months from now can be drastically different. So it’s good to go back and relook at it too. But you know, you know, when one of the things about evaluation to is on that sales prices in a transaction, you know, that may be what the number is, but it doesn’t mean that’s what you’re gonna get. Yeah. So you do have to figure that out too. Yeah. Because you don’t then you know, what to build for if you want to try and sell your business.
Damon Pistulka 23:58
That’s that’s a good point. And I think that this is probably the proper time to talk about that. Because if you if you sell a business for a million dollars, that the total price for the business and million dollars you don’t walk away with a million dollars
Andrew Cross 24:16
yeah, I mean, this is typically these are assets sales, most of the time and they’re going to buy the assets of the business, not the liabilities. They’re going to want to have working capital provided that which would be included in the sales price. They’re gonna want you know, they’re there, they’re gonna want the they may want you to sell or finance a portion of it. Rarely do you get all cash offers, unless you have something very specific that they need are some intellectual property, you know, where you get into that kind of thing.
But you read about those, you know, the tech industries tech space, particularly big cash sales and stuff like that. But typically, the banks also on the small business loans require seller financing.
So it’s it’s virtually a fact of life you. But you can figure out ahead of time what, what your commitment would be to that what’s your, what’s your going to have to do? It didn’t Yeah, even if you have a $10 million sale on a company and the taxes come out of it, they hold a hold back note, you don’t get your receivables. They keep those because that’s the working capital and maybe some cash in the business. And then, you know, at the end at closing, you’re getting four and a half million?
Damon Pistulka 25:38
Yeah, yeah, it just depends. Because you could you could easily on that if you had capital gains tax on the full 10 million, that would be 2 million or close to eight. Now capital gains tax, if they got state capital gains, you could add more to that. And then you’re gonna have to pay down any debt because it’s going to be a debt free sale. So if you’ve got a million dollars on the book, and books and debts, so you drop another million dollars, and then you sell or finance 25% of it. That’s another two and a half million that you don’t get at that time, you’ll get paid over time, it comes down to a lot lower number at the day of the clothes pretty quickly.
Andrew Cross 26:12
Yeah, and don’t don’t worry about that. But just knowledge is power. No, yeah, you know, figure out what the number is what the proceeds are from it. And we’re going to expect to get some payment over time. Yeah, you know, and the value of the business or that number at the beginning is, you know, the terms are everything about it’s not the number and yeah, well that number covers in your value of the company, you get more money, if you sell it for all cash.
You know, they’re all buyers who say, hey, I’ll offer you cash, but it’s usually a lot less, right. If you’re willing to sell or financing that you’ll get more money might take longer to do it. And when we talk about earnouts to earnouts Are you know it based on the future performance of the company, that means you’re staying on, potentially, and trying to see it through if you if they you know, if you’re selling based on growth and projections into the future? Sellers generally don’t pay for that. Yeah,
Damon Pistulka 27:11
the buyer, the buyers will, if you’re gonna if you said you can, you can grow out this much. And they make include an urn out once you to be around to keep them keep the business growing like that.
Andrew Cross 27:21
Right. So if you meet the projections, you claimed, you know that we’re going to be there for next year. See through that, and you get x amount of dollars. And yeah, well sheet, those kind of things. I don’t, you know, if you’re doing this yourself,
Damon Pistulka 27:34
that’d be a pretty tough one.
Andrew Cross 27:35
I would stay away from that, if nobody likes it. But that’s something that is a way if you’re comfortable with it, that’s an opportunity. And you also you have the energy to stay in the business and work on it. You have the you know, you could have the ability to get a premium or get more money
Damon Pistulka 27:51
and get a bit more money. Yeah, because you’re being flexible on the terms. Like you said,
Andrew Cross 27:55
it’s not like a last thing, you know, if it doesn’t hit the targets, and you don’t get paid. Doesn’t like the clock. You know, dieters don’t typically want to go back and clawback money out of it. If you meet them. They have to assume that risks.
Damon Pistulka 28:10
Yeah. Yeah. So when you talk about selling a business, the other thing that comes up is confidentiality. Yeah, so talk a little bit about that, and why that’s important.
Andrew Cross 28:24
Yeah, I mean, confidentiality. I mean, that’s, you know, we represent our clients. And that’s a major, major, you know, function that we have to it’s part of our DNA is to be confidential. And it’s a it’s, it’s a silly concept, because you’ve got to keep everything secret. But how do you sell something? If you can’t tell anybody? It’s, yeah, well, but there is a way you know, there’s a process for doing it, but you don’t want you mean, it’s disruptive.
You know, the minute somebody knows business going for sale, your employees tend to freak out, your customers tend to freak out, your competitors start to get nosy and wanna want to poke around and see what’s going on also, well, you know, disparage you, your clients, and it’s a tough world out there.
But that’s, you know, they’re gonna, they’re gonna negatively recruit, that’s for sure. When they’re out there selling so. Yeah, I mean, you know, so for the most part. In some people have different thresholds. Some people want it completely competent. I want nobody to know that I’m going towards an exit and you got other people’s thresholds not that high. I don’t care. You can tell for sale, you know, and that’s fine. I recommend that you keep it confidential, even if you have a low threshold for it. Yeah. Because it’s nobody’s business.
And also, and I think, you know, psychologically, it works as well. I mean, you’re in order to sell your business. You’re going to have to open up your very confidential information, you’re going to show them your Business Plan, it’s your intellectual property, that’s the thing that’s been making money. You don’t want everybody in there brother looking at it, you want qualified people who you know, are qualified buyers, either financially and professionally as well.
You may have buyers who come in and, and we do this all the time we screen that, you know, come in, and they may have PhDs, you know, and, you know, have all the money, but this is, you know, this business is function around sales, that’s what you need. You’re, you’re thinking, right, you know, it’s not a fit, and you know, you can, with all good intentions, they may have all the money there, and they want to buy the business, but going through diligence, and all the way down to closing at some point, even somebody is gonna go figure out, I really had no idea how to do this. And so, you know, it just sets up wasting your time.
Damon Pistulka 30:50
Yeah, yep. Yep. Good point. Good point. So in the confidentiality, I mean, it really is pretty simple, you’re going to see this, when you when you look at businesses, there’s there is the executive summary that you normally create for a business sale, that’s, that is the nondescript kind of gives you gives you the numbers tells you an industry kind of thing, and you can see those in a lot of places. And then you once you get into the more detailed information, you’re going to have to provide a lot more after that for those buyers, for sure.
Andrew Cross 31:24
Mm hmm. Yeah, marketing package, you know, it’s, I mean, that’s what, that’s what we do to sell a business is you got to put together marketing materials that sell your business, your valuation is a section of that, you know, we’ll provide data into that, because that’s the financial reason for buying this business. But again, what do buyers buy?
And then a, you start out with an executive summary, that’s an overview, and it’s one or it’s one page, and it tells you the basics, you know, on that, and then you go into, but you don’t they’re gonna want to know, you know, your employees, who they are, what their qualifications are, how long they’ve been there, you know, the, the, the team, the equipment, if you have it, you know, if you’re in that kind of business, you have what’s up to date? What’s your technology stack? What’s your sales strategy?
What are your projections? What, you know, what’s the assumptions of basis for all those all that’s included in? That is who your customers are, what your customer mix is? Yeah, you know, it? It’s a it’s a business plan.
Yeah, fundamentally, but it’s, you know, geared towards more, you know, supporting an asking price. Yeah, yep. And, you know, even very large businesses, but privately held business owners, you know, don’t have to do business plans, and many of them don’t. Yeah, and that’s fine. Yeah. But in order to sell a business, you kind of have to put it down on paper, so you can show the buyer the playbook. Hey, yeah. Give me a check. And I’ll give you the keys. And this is the site, you’re on the business?
Damon Pistulka 33:03
Yeah. Yeah. And that’s a good, that’s a good way to describe that detailed document that has to have virtually everything about your business that someone want to know. Because they’re going to use that in the initial phase of looking at your business to make a to make a determination whether or not they want to put an offer in on your business.
Andrew Cross 33:23
Correct. And the bank to, you know, that’s something that you can preview with the bag to say, hey, you know, what, would they be able to fund this, let’s pre qualified in a way for that, that’s what that process is. And that’s, that’s excellent to do that ahead of time, that’ll help you sell your business, make it make it easy for the buyer, because you don’t, you know, it’s not like they know what to do necessarily, a lot of the times, it’s their first transaction like this as well. And like I said, we do a lot of educating to try and help them.
Yep, this is what you need to do go to the bank, this is what you’re going to need to qualify. Yeah. So they understand that, that that takes time. And if you do that ahead of time, you’re really ahead of the game.
Damon Pistulka 34:07
Yeah, for the smaller business buyer, you know, definitely there’s some first time buyers in there, they’re going to be a lot of first time buyers. Even in some of the multimillion dollar transactions, there’s first time buyers in there that may or may not have, you know, already established their SBA connection or whatever banking connection they’re going to use to buy their business and it is it is helpful to have that pre shown as a seller you can show it to the bank and get it get it pre approved to a certain extent for the right buyers when it is really good, good thing to do.
So let’s talk about buyers because I think that’s one of the things that someone that’s that’s selling their own business is going to stumble on right away. And because it’s it’s you want to you want to talk to all these people But there’s a process to do it, there’s, there’s steps that you should take so, so talk a little bit about that. Because you can, you can spend a lot of time on someone that is never going to buy your business.
Andrew Cross 35:12
Yeah, I mean, you know, if you’ve done all the cleanup work, and you’ve gotten the materials prepared, and you’re ready to go to market, you know, you can approach a buyer from anywhere. So you need to think about who is the buyer, you know, what kind of what kind of person would buy my company? Do they need particular professional skills and background? As well as the money? Obviously, everybody needs to be financially capable? Yeah, at that point, but, you know, could it be a competitor?
Could it be somebody in a similar business that would help them, you know, vertically integrate it, and the deal about this is that they often don’t have an acquisition strategy, like big companies do some publicly traded companies there, they have entire departments that their sole focus is buying up other companies, that’s how they, they grow. That’s how they, you know, increase shareholder value. And this, you know, so it’s not, it’s not impossible, but again, if you’ve prepared well, for it, you we spend a bit of time trying to convince your buyers to look at this opportunity. And because of what that potential and what that’ll do to their, their business strategically, yeah.
Oh, you know, but there’s, there’s all kinds of buyers are generally there’s, there’s individual buyers to that, you know, somebody who wants to be an owner operator has specific skill sets, has the financial capability to do it maybe worked in, you know, corporate or something, and had a wants to get out and be an entrepreneur, and those those are good buyers, they don’t typically pay as highly as a strategic buyers. But that solves a lot of problems, especially if you’re exiting the business because they’re gonna work at it. And, and they’re bankable, you know, but they can go to the SBA. Yep.
Yep, absolutely, I hear then. And then the other kind of buyers then are Investor Buyers, like private equity groups, family offices, you probably, you know, read about these guys all the time, because they’re buying up companies more and more there, they raise funds and have committed capital. And, you know, as, like we talked about with the bank relationship, too, is that a lot of times those guys, they don’t come in with bank relationships, they shop these deals to the banks, for the absolute best rates in terms I can get. So those are our professional buyers, and they’ve raised funds from investors that back them on it.
Damon Pistulka 37:36
Yeah, and the one thing that I don’t think people really quite understand about an investment buyer is if if your business is the right size, and investment buyers are interested, they’re really constrained and what they can do from a buyer’s perspective, by what they told their investors, what they’re going to invest in the kind of, you know, terms they can do, there’s a, there’s a lot of specified vicinity, around what they’ve told their investors that they have to do when they’re making investments.
Andrew Cross 38:09
Yeah, well, there is also the, you know, and these are, they’ll talk to you, I mean, if you have a business and you want to talk to an equity buyer, but they’ll give you, uh, they’re good buyers, they’ll give you a detailed profile about what they’re looking for what industries they want to buy a company in, what size they’re looking for, they do have thresholds, you know, so, you know, if you’re, if you’re a really small business, you know, you’re not going to it costs them too much to process a transaction that they wouldn’t be interested in.
Although, you know, they do what they call teken. Basically, they may have, if they have a if you’re in healthcare, for example, and you have a small health care company, they would buy you as an add on acquisition to their existing entity. So they will take smaller deals to do that, necessarily, but you don’t get the money there. Yeah, in those transactions that you would, in size matters.
Damon Pistulka 39:05
Size matters in a business sale. That’s correct. And a lot of a lot of people don’t realize that as your dollars of revenue and profit go up, you get more per dollar of profit in value when you sell it. So, you know, a $5 million business per dollar of profit is worth much less than a $15 million or a $50 million business and and the profits they generate for that same business.
Andrew Cross 39:28
Yeah, it’s called a size premium. Yeah. Businesses that larger businesses are perceived as more stable, you know, to investors and the market is is you know, they just get a lot more money in the obviously the biggest companies and that’s why it’s very difficult to it’s really apples and oranges. Don’t look at a private publicly traded company. Read the news that’s trading at 25 price earnings ratio. It has nothing to do with the small business you’re not even
Damon Pistulka 39:56
close. Yeah, that’s a good that’s a good point. public company values are way, way higher, and it is the size premium. And also because they are public and the things they have to do go through to report their earnings and everything. Yes. Yep, it’s essential stuff.
Andrew Cross 40:12
but I say that it’s important because owners look at those big numbers, and they think that translates to theirs. And that’s where a lot of that disappointment comes from, when you find out what the actual value is. And our value value in small business world is the cash flow that supports the debt service, it’s, you know, that also, you know, builds equity in the company.
So, it’s common sense. But eventually, a person who buys a small business is going to want to own it, you know, and in the business will pay for, you know, what he the cash he bought for that business over a reasonable amount of time, three years, five years, those kind of things. And that’s where you get your number.
Damon Pistulka 40:51
Yeah. So now you’re doing this you market your business, you found a good buyer, they’re going to submit an offer a letter of intent. And, and now, to the first time business seller, they’re going to say who I’m I’m, you know, I’m almost home. Tell us tell us about what this really means when you get this offer
Andrew Cross 41:13
this, I think that’s the objective, you know, when you when you go to when you put your business up for sale on the market, you got your package together, you’re going out there, you’re presenting it to people, the objective is to get an LOI. It’s not binding. But it’s, it could be you know, but it’s basically, what the buyer gets out of it is, you know, a, it has to describe, hey, do we agree with your asking price, you know, here’s what we’re offering, here’s how we’re going to finance it.
You know, based on the information you provide us so far, and then, you know, we’re gonna make this agreement to now go into diligence, which is after the LOI is signed. And in closing, what the buyer gets out of it is exclusive dealing, which is basically, yes, we’ve agreed we’re going to sell you the price based on this, we can all back out at any time based on what we might find in further diligence. In you know, just like when you sell a house to you get the earnest money in a deposit, you get an LOI, but then the home inspectors got to come. Yeah, sure that we don’t have a toxic waste dump in the backyard. Yeah.
Damon Pistulka 42:22
So and that’s true. And that’s, that’s where once you get that letter of intent, it really just starts your due diligence period, for the buyer to really do a deep dive into your business.
Andrew Cross 42:32
Yeah, in due diligence is like we’ve given them a book here that they base their offer on. And they read it says, you know, you, you know, it says what your cash flow was, you know, historically and all this stuff and what it’s going to be going into the future, you can write anything you want on those reports. Diligence, is there to verify that it’s actually true.
Yeah. And, you know, and a buyer should, you know, again, qualifying a buyer should be, you know, professional that they bring in a proper group, either they have a CPA, or they hire a for a CPA to come in and do not a full audit, but at least, you know, to go and look at everything and verify that everything that we presented in that offering is true.
Damon Pistulka 43:19
Yeah. Yep. Because they they’re going to at the very least take a look at tax records go from bank statements, you know, so you they see the the money coming in from a former customer and going through tax records and everything else to make sure that that’s that all and it all balances out. Yep. No better way to say it. But that’s that’s what the a lot of the Dylan’s did. They might talk to customers, they might talk to suppliers, they might, you know, yeah, they might want to inspect equipment. In some cases,
Andrew Cross 43:52
they’ll they’ll want to review contracts at all your contracts, you know, and that service contracts with vendors, you use employment contracts, company contracts, of course. Yeah. Obviously, they’re good. That’s that that’s the time when they’re going to run a review all that. But there are things in there that would prevent the sale. Yeah. And again, those things you should review ahead of time and have them ready to for the buyers to go and do that and review them yourself to make sure is there anything in here that’s something that would stop a deal from happening?
Damon Pistulka 44:26
Yeah, yeah, that’s a good point that that review and preparation for diligence is one of the things I think as a as a do it yourself for business sale person, trying to sell it yourself is really preparing more for that ahead of time will save you a lot of headache later.
Andrew Cross 44:44
Damon Pistulka 44:47
So they get the due diligence, we’re getting down to the end now. And we talked about the purchase and sale agreement. So What’s this doing?
Andrew Cross 44:56
Yeah, well, that’s the next step in the process. And actually, I think There’s some very good websites you can go to, to that will show you all the documents you need, you know, legal documents, you need to go from selling a business all the way through closing, loi, and some of them you don’t need necessarily, but a purchase sale agreement is, you know, that’s part of the, you know, that next step in the diligence is usually there’s contingencies on the offer, and one of them is that you’ve got to come up with a purchase sale agreement, and and you go back and forth on that.
And if you can’t get one that’s agreeable to both of you, then your deals not going to get there. But that that’s when you go to the escrow office and get the closing attorney, you know, to write up the purchase sale agreement, and then you know, you’re going to go and close. Yeah, you get a check.
Damon Pistulka 45:52
Yeah, and the purchase and sale agreement, though, that is that is the details, that is the every This is where the money’s going. This is where, you know, if you’re going to pay off your, you know, you got equipment that you got to pay off beforehand, if you’re going to keep a car or you’re going to what assets you’re transferring with the business, what assets you’re keeping, all that stuff is in the purchase and sale agreement.
So it’s a it’s an extensive document, you need to Yeah, and you need it Yeah, because it’ll spell out the the, that if you’re going to have seller financing, and we’ll talk about that you’ll probably have a separate, you know, some sort of promissory note for the seller financing. But this is going to say you’re going to get paid this amount of money in total. But you’re going to get paid this much at the close minus this much for these taxes and this much for the debt minus this much for this and that, and this is how much you and seller financing whatever the heck else.
Andrew Cross 46:51
But don’t don’t forget reps and warranties. Yeah. And that’s, that’s often a scary proposition for a buyer to understand and get around. And attorneys will try to help you it’s normal. But you know, they don’t. You know, you’re you’re gonna have to provide warranties and representations around the business mostly around, you know, hidden liabilities.
There was perhaps bill that wasn’t uncovered, you know, something, a lawsuit that comes up after the sale that was on your watch those those kind of things you don’t they don’t leave, you know, yeah, it’s always a business risk, you’re in business, you’re going to always have those risks. But yeah. And then they’re put in there to protect the buyer from inheriting those, necessarily. So
Damon Pistulka 47:42
that’s a good point. That’s a good point. But that purchase and sale agreement, I mean, you can spend a significant amount of time, and it’s usually done by lawyers, so significant amount of money, if you don’t have a good idea of what you are going to do ahead of time, and then, you know, just depending on the ghost negotiation and how it’s done. And
Andrew Cross 48:07
you can definitely save a little money by there are, you know, purchase sale agreement standardized one yet amused by, at least in Washington State. Yeah, I’m aware of and I think most every state, even through the MLS or the real estate Commission’s have, they have some kind of standardized form.
Yeah, you can start with at least as a lot of the reps have already built in and it could be appropriate
Damon Pistulka 48:35
for the do it yourself kind of seller. Yeah. And then. And then when it comes down to the closing, you talked about this a while ago, because I think this is this is where you kind of go okay, we agreed that we’re going to we’re selling the business and we’re going to close the sale of the business. And that’s a good day because everybody gets paid or, or everybody gets a business or they get paid. But it there is a lot to that day and what what people don’t realize that that closing process is usually done by a closing agent attorney and walk us through that a little bit and what they’re doing there.
Andrew Cross 49:15
So once you’ve got your loi signed in, you’re going into diligence, you’re preparing your purchase sale agreement, back and forth between the buyer and seller and your your counsel. You know there are it’s not it’s even affordable as escrow there’s escrow attorneys that will handle that process for you. They are attorneys, and they do all the documentation.
So but they don’t represent you the buyer or seller, typically it’s it’s reasonable to split the cost of that with the seller, but they’ll walk you through the whole thing and everything that you need and basically they do lien searches and they clear the titles and they they pull in all the documents that you need a bill of sale. And then you know the in and then when they show up the closing I think Big well nowadays, you can do it virtually.
But yeah, usually show up with a big bag and you sit at a table, and it’s a couple hours of going through a lot of documents to sign in review. Yeah. And even then, at that time, you can, you may have to run out and go find something that was missing or overlooked. Yeah. But because they guide you through that all the all the things that need to be addressed and signed.
Damon Pistulka 50:25
Yeah, and it is. And there’s a lot of little things too, when you look at some of the things like transfer of a building lease
Andrew Cross 50:32
vehicles, yeah. are involved in the transaction. Yeah. If you got delivery vehicles, titles have to be transferred to be paid. Yeah, you know, those kind of things. And they handle that escrow handles that.
Damon Pistulka 50:44
Yeah, they calculate all the amounts and just make sure it’s taken out of the proceeds appropriately and file the right stuff with the state and federal government for that that transaction. I mean, it is, there’s a lot of work that they do. And it’s a step that you don’t I don’t think as a do it yourself business seller you would ever want to try because it’s not that expensive, and you can get in trouble.
Andrew Cross 51:07
Yeah, the only advice is just, you know, don’t let don’t go to a law firm to do it, they can do it. Yeah. Go to an escrow firm that does that, you know, yeah. Is it the door, it’s a lot cheaper, and they, they know exactly what they’re doing. So yeah.
Damon Pistulka 51:23
They’ll get done. And, you know, so when we’re, we’re doing this, I think we kind of walk through the process, you know, you got to prepare for the sale, you got to understand the value, you know, think about the confidentiality, put together that marketing package.
Andrew Cross 51:37
Well, at closing to that makes me think about too, don’t forget your your your corporate documents, handout, you know, your registrations, your state registrations, your your federal business licenses that you have. And if you’re in different counties and cities, you have them there to double check on those many, many but you know, many business owners get you know, incorporate, you know, have an accountant set them up in business and stuff like that.
And then they throw those, you’re supposed to do meeting minutes, and you’re supposed to Yeah, things up every year, they throw them on the shelf and never look at them again, which is fine until it’s time to sell the company because the escrow attorney is gonna want to see that all your registrations are up to date, all your your minutes meeting minutes have been done, which is in a small business meeting minutes is, you know, it’s a note to yourself. And yeah, you file it with the state and and then you know, and you got to make sure you stay up on on your state licenses and registrations
Damon Pistulka 52:34
- Yeah, because that will check all that it got it all gets checked. And
Andrew Cross 52:39
yeah, yeah. Because we’ll find out at closing. Oh, we didn’t didn’t pay our Annual Registration Fee with the county or something yet. And we’ve, we’ve been through this, were at the courthouse and you get it done?
Damon Pistulka 52:53
Yeah. Yeah, those kinds of things happen. And that that’s why that is also to you, you mentioned this, this agent, escrow agent to help close the sale of a business in a DIY situation even in in more professional buyers into it, they still use those same kind of people, because there’s a lot of details in it. And it’s well worth it to
Andrew Cross 53:14
do that, you know, yeah, yup. Good.
Damon Pistulka 53:20
So when we when you look at the process, and we’ll run through a real summary real quick, but what do you think, would be the toughest thing about selling a business yourself?
Andrew Cross 53:33
You know, I think really, it’s emotional. Yeah, you know, and I think, you know, we exist as an industry is intermediaries, business intermediaries to get between the buyer and seller and you negotiating the sale of your business? It? It can, you know, it’s very difficult to not take it personally, buyers, you know, are going to say things and their job is to get it for the lowest price possible. Yeah, well, it’s to get the most.
So it’s difficult to navigate through that. But I mean, it can be done, you just have to, you have to get the emotion out of it and recognize it and understand that knowledge is what frees you up getting a good valuation, knowing what your number is what you know, managing your expectations on this deal. And if you’re happy with that, then then go ahead and get get it done and listen to the market. Because if, you know, if it’s not happening, most likely, it’s because you’re either asking too much, or you have different expectations about that. So if you can get around that. Yeah. You know, like I said, then it’s just following the process.
Damon Pistulka 54:46
Yeah, yeah. Well, I’m gonna run through the process real quick, a quick summary and then and then I think that we’re going to wrap it up here, Andrew, but, you know, really, we talked about preparing for the sale and some of the steps we talked about you Getting the valuation and evaluating your business, the importance of confidentiality. And then we talked a bit about the you know, executive summaries and confidential information memorandum Sims people call them, which explains your business, and then marketing the business for sale and talking about buyers and qualifying buyers and types of buyers.
And then working through once you get all that way down there, and you’re talking to buyers to the letter of intent where someone actually makes an offer on your business, and some of the details of that, then the due diligence period where they can come in and look at all the information and verify that what you said in the documents you provided is, is accurate, to the best they can do. Then down then the purchase and sale agreement detailing the where all the money’s going with the details of the purchase.
And when you sign it as a seller, you’re gonna sign that Yep, what I said was right, and they’re gonna sign and then you’ve agreed on when you’re going to do it, then we go into the final thing of closing the sale. And that’s that’s when the the escrow people or whoever’s doing it checks, like we said, just said, all the taxes, all the registrations for vehicles, and leases and anything else. Me, you know, everything is, is paid down to the day that you owned it as the seller, and as the buyer buys it, and makes the money transfers everywhere needs to go.
Andrew Cross 56:30
Yep. Yeah. I think the only thing I would add to that is there is it doesn’t end there. Typically, you know, closing so you know, there’s, there’s typically a, you know, transition is a big one to make it a successful transition is typically, it’s, it is expected that from the market that you would stay on with for a reasonable amount of time, and that is something you need to get detailed out.
Yeah, offer is how much time in you need to all you need to do is, if it’s on a consultant basis, or if it’s maintaining, you know, customers through the transition, you know, you’d really need to identify, you know, what, what is the, what is the basic minimum you need to do to help make it a successful transaction? That’s it? Yeah, well beyond that, because you don’t want to be an employee.
Damon Pistulka 57:26
Yeah, that’s a that’s a great point. Because I gotta say that most people when they come to us and start talking about they say, Well, I’d be available for a year or something like and, and it’s usually 60 days, 6090 days, and then as part time after the first couple weeks, and it just trails off pretty quickly, because that new owner,
Andrew Cross 57:49
that always depends. I mean, it could be a very complex business that yeah, you to help, you know, and maybe you need to be on there for that long time. Yeah, generally 6090 days, turn the keys over, drive them around the block, and let them go. And then you just go back. And you know, here’s my phone number, and I’m available anytime to help. Yep. Yep. So they will do that. But you don’t want to end up working in the business unless you have a contract to do that. It’s something Yeah, want to do.
Damon Pistulka 58:21
Yeah. Yeah. Because we’ve been involved in those two ones, The owner stays on for a while as an employee, and that works out sometimes sometimes it doesn’t so well. And it just, it’s one of those things,
Andrew Cross 58:33
you just want to get them on it because they’re gonna have their own ideas. They’re gonna, it’s different. And you just want to show them how you do it and then let them go on from there.
Damon Pistulka 58:42
That’s a good, that’s that’s the cleanest way to do it, for sure. All right. Well, Andrew, thanks so much. I mean, we want him to talk today about you the DIY business sale. I think we’ve covered a lot of the points there. We’ll make sure to put the links to more of the articles that we shared in the comments here. But thanks so much for being here. Thanks so much for listening today, everyone. And we will be back again next week. Great.