One of the first questions business sellers ask me as a business broker in Toronto, Ontario is “what are your fees?” Business owners contemplating the sale of their companies generally consider fee structure a very important criterion for the selection of a broker to work with. The business brokerage/Intermediation/ Mergers and acquisition markets offer a variety of fee structures depending on the size of the transaction and the nature of the services offered.Businesses of less than $100,000 in value generally sell through Real Estate Agents who sell mostly real estate and a few businesses on the side per year. The service offered is merely putting an ad in MLS and showing potential buyers the business. The seller does most of the selling and answers buyers’ questions. The Real Estate salesperson charges a flat fee of $10,000 or 10% of the value of the transaction on closing. A real estate agent can hardly make living selling businesses only because a large percentage (over 90%) of these small businesses never sell.Businesses between $100,000 and $1M in value generally sell through business brokers/Intermediaries. In the province of Ontario, Canada and some US states, business intermediaries need to be real estate licensed.
Selling Your Business to a Buyer
These brokers tend to offer a wider range of services including, business valuation, exit strategy consulting, preparation of a sales package or an offering memorandum, buyer screening and confidential marketing etc. Their fees generally range from 8% to 12% of the price of the transaction and is generally paid on closing. Some intermediaries charge a non refundable retainer between $1000 at $10,000 after signing the listing agreement. Businesses of these sizes generally have higher probabilities of selling because they are more professionally prepared for the sale. Because of the absence or the small amount of retainer charged, the number of sellers changing their minds about selling in the middle of the sale process tends to be very high. Some sellers tend to simply taste the waters to see how much their businesses are worth with no intention of selling. This ends-up costing a lot of time to business intermediaries.Businesses between $1M and $5M in value tend to sell through business brokers/Intermediaries who specialize in the lower middle market segment. These are more sophisticated business brokers who generally have a good understanding of Finance and Business Strategy and have the necessary people/sales skills to help in the long and tedious negotiation process. These intermediaries generally help in the business evaluation and provide advice to business sellers to maximize the business value. Some intermediaries prepare a short business summery of a few pages with summarized business information and industry analysis. Some but not all of these intermediaries charge a non-refundable retainer between $2,000 and $20,000. The success fee/ commission charged on closing of transactions is generally 10% of the first million dollars and 1% to 5% of the balance. This segment of the brokerage industry has been impacted the most by the Internet and the profession has been open to new entrants who do not have deep connections within traditional industry players. Business listings are simply advertised through large business for sale websites and generally attract a large enough pool of buyers to locate a serious buyer.Businesses between $5M and $50M in value are sold through Mergers and Acquisitions Intermediaries/Advisors. Those professionals generally process more advanced finance skills and are capable of detailed business valuations. They also offer more extensive sales package for the businesses to be sold.
The sales package involves an extensive interview with the business owner and some key employees and a determination of the key success factors for the business, a detailed industry analysis and potential synergies and/or opportunities for expansion for potential buyers. Because the sales package involves a large number of hours of work, most M&A (Mergers and Acquisitions) Intermediaries charge a non-refundable retainer between $10,000 and $50,000. Charging a retainer also insures that only serious business sellers will list their businesses. While this practice tends to reduce the number of potential listings that an Intermediary will have at a certain time, it does insure a much higher quality of listings, meaning motivated sellers and realistic prices. On top of the retainer, these intermediaries charge a success fee using the Lehman or Double Lehman formulas. These formulas consist of charging a declining percentage on each million dollar of value ( 5% of first million + 4% of the second million + 3% of the third million + 2% of the fourth million + 1% of any balance) or (5% for first and second million + 4% for third and fourth million + 3% of the balance).Businesses with over $50M in value generally sell through medium size and large investment banks and have more complicated fee structures.
Business Broker - 9 Reasons to Hire One
How to Structure a Deal for Selling Your BusinessThere are so many ways you can go about selling your business and it's another source of cash to fund your retirement. You can sell it outright to a buyer or you can merge with another firm. In either case, finding the right buyer is key.Why? Because if you sell your company to a buyer that doesn't share your values, your clients/customers will leave. And if you care about what happens to your clients after you're gone, then selling to a buyer who shares your values is really important.One great way to assure a smooth transition is to bring in a partner before you plan on selling your business. Another option is to make a key employee a partner by giving him/her equity. You could also work with a business broker. Or, you could spread the word through your contacts such as your attorney, CPA and any other trusted advisor who might know a buyer worthy of your business.Most business values are determined by the business results over the last 3 years. Before selling your business, there are some key things that will determine its value.Transition risk of client base: The easier you are able to transition your clients to the buyer, the more your business is worth. For example, say you do business with your clients on a face to face basis but you find out your potential buyer solely does business over the phone. Obviously this is not a good match. Your cash flow: Your revenue stream needs to be as predictable as possible. You also want to make sure that you do not have only a few clients who make up a big portion of your revenue. Also, the age range of your client base needs to be as diverse as possible. This creates a more long lasting revenue stream. Here is a possible math scenario for selling your business:Let's assume your last 12 months of sales are $250,000 and you are selling your business to a junior person at your company.Let's say the sales price is $500,000. You could ask for 20% down or $100,000. You could then issue a promissory note for $175,000. You are basically lending the buyer the $175k and he is making monthly payments, say at a rate of 6%, for a period of 4 years. So you now know exactly how much money you will get paid every month.A third and final phase of the deal is called an earnout. The buyer pays the seller a percentage of the future revenue for an agreed upon period of time. In this case, the buyer has paid $275,000 and is still on the hook for another $225,000.The buyer can pay the seller 10% of the seller's revenues after each year. This motivates the seller to successfully transition the clients to the new buyer. The use of this earnout may increase or decrease the final purchase price.The tax treatment in all of these types of sales varies. Many of these sales can allow the seller to use long term capital gains tax rates and not ordinary income tax rates on the sale. (Please consult your tax professional for more information.)Bear in mind that this is only one way that you could structure a deal for selling your business. There many, many other ways you can structure the transition to achieve the outcome you want.But here's the bottom line. Make your business a lucrative one that's attractive to potential buyers. Develop a plan to monetize the value of it. Your customers will continue to get taken care of and you could be handsomely rewarded.I see so many entrepreneurs close up shop and leave huge money on the table. If you have any questions about selling your business, please feel free to give me a call.
How to Sell My Business - The 7 Biggest Mistakes Business Owners Make When Selling Their Business
Whether to close up shop, or keep fighting for survival is a question that more business owners seem to be facing than ever before. The economy is in the tank, banks won't lend, and you haven't slept in 18 months. As much as you don't want to, if you are losing money month after month, perhaps you need to sit down and have "the talk" with yourself.Nobody wants to be a failure, but as they say, sometimes discretion is the better part of valor. Once you decide to take a hard look in the mirror, ask yourself the following:- What are the chances that this business will ever be able to pay all the bills, and then leave enough for me to make it worth while?Some business owners made purchase at the height of the market, when the economy was chugging along. Of course, things have changed since that time, so the historical cash flows that drove up the purchase price are no longer a reality. If you paid $1,000,000 for a business, and revenues have dropped by 50%, is it reasonable to expect to be able to service that much debt?- What are my alternatives?If the business went away, what do you have to fall back on? A college graduate who left a corporate job to start their own business could always dust off their resume (yes, the one they swore they'd never again) and start checking Monster.com. If you have options, why not cut your losses for the time being? There's nothing that will prevent you from trying again in the future. At least if you have a job, you'll get a paycheck while you attempt to figure out your next venture.- How much are you willing to lose?If you apply for a modification, the bank will inevitably look for more collateral. When the bank starts sniffing around for your house or your stock portfolio, are you willing to bet those items that your business will succeed? It would be one thing to have your business close, it would be another to have your business close AND lose your home to foreclosure.- Do you like what you do?10 years ago, the idea of working for yourself sounded great. Work your own hours, you call the shots, make all the decisions, and do things your way. Now you are tired of crabby customers, haven't had a day off since you had hair, and you don't trust your employees enough to leave them alone. Entrepreneurship is tough. Like, really tough. It's perfectly OK to want to just have a job with a regular pay check and benefits where you can eat dinner with your kids and sleep in every weekend.