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.
Establishing the Value of Your Business
When you sell your business your first meaningful discussion, and your first opportunity to qualify the small business buyer, will usually be by phone. It's important that you control this conversation by asking the buyer a series of qualifying questions.But in fairness, you will have to answer a few questions from the prospect as well. Otherwise they will not feel comfortable moving ahead with the process.Explain the absolute necessity of confidentiality and tell them you have prepared a Selling Memorandum which they are welcome to read after signing a confidentiality agreement.But you can give some general answers to the most basic questions now.Here are some questions you should be prepared to answer when you first talk with your prospect:1.) Why are you selling?
2.) What is your price? Will you finance? What down payment are you looking for?
3.) How long has this business been in existence?
4.) How long have you been the owner?
5.) Will you stay on for a training period? / Will you be available after the sale for consultations?
6.) How much income can a new owner expect in the first year?
7.) What are the opportunities for growth? / Why is this business unique or special?Much of this information will have already been provided in your advertisement, but if you are talking to a buyer who was referred by your account, lawyer or some other source, this may be new information to them. Still you should try to answer these most basic questions without divulging any confidential information.Question #1 is perhaps the most important question. A lot of the advice buyers read and hear tells them to be skeptical of an owner's reasons for selling. After all, why would anybody want to sell a thriving business?Buyers don't have the right to know all the details about personal issues like health or a divorce, but you do need to have some prepared response to this question (health, retirement, pursuing new opportunities) that sounds reasonable and positive.Hopefully question #7 will be the focus of the entire conversation. If you haven't already done so, take some time right now to list some of the positives about your business.Taking The Next Step:After answering a couple of questions, try to get an e-mail address or fax number where you can send the confidentiality agreement. Let them know that once you have received this form, you will send them your Selling Memorandum with more detailed information.Any viable, professional and reasonable candidate should be perfectly agreeable with this process.Anyone who wants you to give them detailed and personal information about your business without signing a confidentiality agreement is being unreasonable.
If they are unreasonable now, they will be that way throughout the entire process.You can save yourself a lot of time and frustration by cutting them loose right now.One Other Piece Of Advice:In all your phone conversations take notes. Your prospects will give you clues on how to sell them - if you get them talking about their goals and priorities.
It may be weeks before you actually meet in person and you'll forget too much valuable information in the interim if you don't take notes.Notes about what?Their goals, their aspirations, their experience, the names of their spouse and children, why they want to own their own business, those aspects of your business that most interested them etc. etc.The selling process begins the moment you first speak with your prospect. Start to learn as much about them and what makes them tick as you can. It will pay dividends as you move into the negotiating phase of the sale.
How to Sell My Business - The 7 Biggest Mistakes Business Owners Make When Selling Their Business
You are contemplating on selling your business and want to understand how best to maximize the value of your business. You might have heard from your industry contacts that some businesses similar to yours sold for 3 times EBITDA and some others sold for 6 times EBITDA. This variation could mean a difference of several million dollars in take-home! What makes this variation possible?How can you get the best value for your business?The purpose of this article is to help you look at your business as an acquirer might in valuing your company. The more attractive you can make your business to the acquirer, the better chance that you will get a higher value for your business. Your M&A advisor will also play a big role in the valuation and we will cover this in a different article.Here is a list of key vectors acquirers use in evaluating business:1. Strategic Fit: Strategic fit occurs when some aspects of your business (products, services, distribution channels, location, etc.) are worth a lot more to another player in the industry than it is to you. When a strategic fit is established, the acquirer sees your business on a post acquisition basis and may be willing to offer much more than the going market multiples. Give careful consideration to who the strategic acquirers may be. This is one area where a knowledgeable M&A advisor can be of great help to you.2. Cash Flow: After strategic fit, cash flow is the single largest value driver for most businesses. Think of ways to improve your EBITDA on a sustainable basis. Acquirers are suspicious of short term jumps in cash flow. So, be careful not to delay hiring or equipment purchases beyond what you believe is reasonable. Once an acquirer starts doubting your credibility, the due diligence increases and the acquirer will make changes to valuation to adjust for the risk.3. Management Depth: Keep in mind that acquirers buy a business that they hope will be functional and growing after the sale. It is tough for the acquirer to place high value on your business if you are the sole decision maker in the company and the business depends largely on your skill set. Developing your staff so that they can run the business when you are gone can pay big dividends when it is time to sell. If you are concerned about your employees leaving once you are gone, it may be good idea to consider employment contracts, stock grants and other incentives that give them a reason to stay long term. If possible, start work on staff related issues at least a year before you plan on starting the sales process.4. Customer Diversity: Acquirers are nervous about businesses where a high percentage of business comes from a handful of customers. Ideally, no single customer should contribute to more than 10% of your revenues or profits. The best solution for this problem is to diversify the customer base. If that is not feasible, be prepared to accept part of the transaction price paid as earn-outs or plan on supporting the acquirer in an advisory role to ensure customer continuity.5. Recurring Revenue Stream: Acquirers love predictable and low risk revenue streams. Any long term contracts, annual service/licensing fees, and other recurring revenue streams make business more desirable and fetch a higher price in the marketplace. In service oriented business, converting predictable customer support calls into recurring revenue stream can turn a business liability into an asset.6. Desirable Products & Services That Are Difficult To Copy: Acquirers place higher value on a business with unique products, services, or distribution systems than a business whose offerings are considered generic. What is unique about your business? Think of ways in which your product/service is unique and why it should be valuable to an acquirer. Having an edge and having the ability to communicate the edge can do wonders to your business's valuation.7. Barriers To Entry: With so much competition all around you, why is your business difficult to copy? Why will the acquirer have as much success with the business as you have had? Is it because of intellectual property (patents, copyrights), regulation (permits, zoning), difficult to get contracts (you are one of the two or three qualified vendors at each of your major accounts), or something else? Having good answers to these questions indicates that there are barriers to entering your business. These barriers make your businesses more valuable than your competitor's with similar cash flow.8. Pending Upsides: You believe you are about to come up with a compelling new product or make major inroads into a premier customer. You expect these developments will double your business next year and do not want your company to be undervalued based on current financials. Delaying the sale has other consequences that make it unattractive for you to wait. So, what do you do? A good forecast backed up by management presentations with examples on why the company would achieve the forecasts is extremely powerful. However, keep in mind that any forecasts that do not materialize as planned during the sales process can have substantial negative impact on the sales price. Having a good understanding of your product/sales pipeline and having the ability to communicate it with your M&A advisor can help structure a deal where part of the sales price can be paid in earn-out to capture some of the upside.9. Industry Exposure: Perceived industry leadership is an intangible that can enhance your company valuation. Keep a record of newspaper stories, articles in trade magazines, mentions on local TV or any other mention of your company in print or any other media. Your business is more valuable, if your company is perceived as being a leader in the industry and sought after for its expertise. Asking your employees to write articles and keeping in touch with local and industry reporters not only enhances your valuation in the long term but also helps drive your business and image in the community.10. Strategic Plan: A written strategic growth plan that clearly documents the areas the company can grow can be an asset to acquirer. Length of the document is not as important as the content. A well written 2 or 3 page growth plan is sufficient. Acquirers will also find useful prior year plans that show the history of your ventures - along with their failures and successes.11. Record Keeping: To many acquirers, high quality book keeping reduces risk and also says a lot about how the business was run. Having a set of clean, easily auditable books inspires confidence and helps during the due diligence and negotiation process.12. Accentuate The Positive: Every business has its chinks and it is very important for the seller to identify these negatives and proactively offer solutions for turning the negatives into positives. It is important sellers take steps to put out any bad news on the table early and dealing with issues upfront. Unidentified negatives can haunt you during the negotiating process.The most important takeaway from this article should be that while EBITDA matters, EBITDA is not everything. Improvement along the key vectors mentioned above will give you and your M&A advisor a considerable upper hand during the negotiation process. If the EBITDA of your business is $1 million, a difference in a multiple of 3 and 6 would mean a difference of $3M in pre-tax earnings. Not bad for doing a little bit of homework!