The first and most common set of questions having to do with the owner’s readiness to sell his or her business tend to be about the owner. And, they’re a lot easier to answer than questions about the business’s readiness. For reference, my first three questions to owners are:
Have you worked with a financial advisor to see how much money you need from the sale to support your next great adventure in life (and do you know what your business is worth – not just what you want for it)?
What will you be doing after the sale?
If this means retirement does your spouse want you around 24/7?
Pretty straightforward, right? But what about the business, not the owner? Keep in mind, every owner thinks their business is so very special, especially when compared to all the other companies out there. But what really needs to be asked and done? Let’s start with a recent Seattle Executives meeting where five members talked about multi-generation businesses, succession, transition, and selling. The most powerful message came from Brian Quint with Aqua Quip, who sold to Leslie’s Pools a couple years ago (hear more from Brian on his podcast interview with me). I sent him an email during his talk saying he must be reading from my book, If They Can Sell Pet Rocks Why Can’t You Sell Your Business (For What You Want?). Here are the intermixed highlights from Brian and the book, with Brian’s direct comments in quotation marks.
- “Start thinking about selling, think creatively, and do so well before its time.” This fits with my saying, “Most owners don’t get up and drag down the business’ proverbial dimmer switch to prepare over a few years before selling, they flip the switch and say, ‘Sell now’.”
- “Know the realistic value of the company sooner versus later” (Brian emphasized the word realistic). It’s not based on your best year or wishful thinking; it’s usually based on the last three years of financial performance plus an analysis of the non-financial factors.
- “Understand what drives the business and its value. Is it expertise, the products, services, process, or IP? Know these things. Drill down on them with an advisor.” I say you need to exploit your value drivers as they’re your competitive advantage, which you leverage to grow.
- “Know the best buyer for your business.” In my book I cover seven types: individuals (or partners), search funders, family or management team, other small business owners, larger (strategic), companies, private equity, and family offices.
- “Know the number at which you’re willing to walk away (from the business). This takes some soul searching as it’s a huge decision. If your business isn’t worth what it needs to be now you’ve got some work to do.”
- Understand it’s not what you get but what you keep. Look at the deal costs and taxes. If your deal is large enough, consult with a tax attorney sooner rather than later.
- “Understand the risks of selling.” Is there a note? Is there an earnout? Are you expected to, and do you want to, work for the buyer?
- Brian recommended getting your advisors involved before you sign an NDA. Definitely get them together before you discuss an offer, i.e. Letter of Intent.
- “Have accurate and timely financial information that accurately reflects your expenses. Minimize your personal expenses run through the business.” Things like car, travel, non-market rent, etc. Also, “Minimize your recast expenses because buyers don’t want to see a lot of them.” If there are too many of these add-backs (to profit) the buyer and banks will discount some of them. And make them realistic. The buyer will have a salary, medical benefits, pension contributions, a mobile phone, etc.
- He followed up by saying you should, “Expect a financial colonoscopy as the buyer will want to trace every dollar through the company.” I say expect a business colonoscopy as the buyer will do a detailed scope of the non-financial factors (customers, employees, suppliers, etc.) as well. Expect the buyer to (blindly) talk to customers, meet key employees, and they’ll have to talk to suppliers to get credit terms solidified. And don’t forget the landlord and the buyer’s lease, which needs to be at least as long as any note (bank or your financing) as nobody wants the buyer forced out while owing money.
- “Do you have a team in place?” The larger the deal, the more the buyer will want a team. Will the team stay, will there be retention agreements, will they be asked to sign a non-compete agreement? A good team will be able to run the business if you’re not there (maybe not grow it like you can but keep it running).
- Brian had a three-year strategic plan, which buyers like. This shows a sustainable business model.
- “Realize even with an advisory team you, the seller, will be infinitely involved with driving the deal and driving business growth during due diligence. If the business suffers or stutters the price will go down.”
- “Once the Letter of Intent is signed the real work begins.” Very true and most sellers don’t understand the amount of information a seller must provide the buyer, the bank, and written proof of everything for the purchase and sale agreement. A client recently told me, “We really aren’t prepared for providing all the information required for a deal.”
Selling a business is like selling a house in some ways. In both cases the more prep time you put in the better the results. Homeowners clean, paint, fix things, and give it “curb appeal.” Business owners need to do the same. It takes longer, a lot of the work has to be done or directly supervised by you, the seller. It’s not like hiring a landscaper, painter, or cleaning service. It requires having the right processes, metrics, documentation, and culture.
Where they differ is home sellers put a sign out front, open the doors, and welcome people in. Business sellers’ shudder at the thought of customers, competitors, employees, and even suppliers finding out they’re (even thinking of) selling. Advice on this – when you get close to the time let people know. Believe me, if you’re 73 years old and taking a dozen weeks of vacation a year, they’ll figure something is up.