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.
Business Broker - 9 Reasons to Hire One
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.
How To Maximize The Value Of Your 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.
Selling Your Business to a Buyer
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.