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The Ins and Outs of Selling a Small Business

 
 

Elaine Grant
U.S. News and World Report
February 26, 2008

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There are more than 26 million small companies in America, most of which employ fewer than 20 people. Baby boomers—the oldest 3.2 million of whom are celebrating their 62nd birthdays this year—run a significant proportion of these companies and just might be ready for a little leisure time.

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Floyd Salser, 64, and his wife Connie, 60, spent the last 23 years building a multimillion-dollar company that manufactures water-meter test equipment in Ocala, Fla. Now, he says, they're itching to go fishing and "do some motor-homing."

But the process of retiring isn't nearly as easy for the Salsers and their entrepreneurial cohorts as it is for boomers with jobs. No doubt that all retirees confront financial and psychological hurdles. But entrepreneurs face another complication altogether: what to do with their companies. Some small number will pass the business to a child. A minuscule slice will take companies public. But for the Salsers and most owners, selling is the only realistic exit strategy. And that, it turns out, is a full-time job that most entrepreneurs aren't well prepared to do.

Depending upon the industry, the success of a business, the hush-hush nature of the sale, the complications of financing and a number of other factors, it can take six months to three years to sell a company. And many never sell. Of the 50,000 listings on BizBuySell.com (the industry's largest business listing website) at any one time, about 1,000 close every month, says general manager Mike Handelsman.

So what separates owners who sell quickly, for a decent price, from the rest? Smart owners employ several successful strategies:

1) Prepare early. Owners start readying their companies for sale as early as three years before they want to sell. About 90 percent of all sellers employ business brokers or investment bankers rather than taking on the selling chore themselves. (Business brokers are the "real estate agents" of small business; they help people buy and sell companies worth up to about $10 million. Investment bankers usually represent larger companies.)

2) Price reasonably. Successful sellers also price their companies fairly, in contrast to the average company owner, who overvalues his company by 20 to 30 percent, says Tom West, publisher of the annual Business Reference Guide, the bible of the business brokerage industry.

3) Keep growing. Smart owners also sell while their companies are growing rather than waiting until they've peaked. And, while the typical entrepreneur would rather get a 100-percent cash deal, the reality is that 3 out of 4 sellers wind up financing 60 percent or more of the sale—especially when credit is tight, as it is now. "There are very few people out there who can afford to pay up front in cash," says Colby Sambrotto, a New York-based entrepreneur who in March is launching BizTrader.com, a website for business buyers and sellers.

4) Use a broker. Last week, Jolly Higdon, 65, was frantically gathering last-minute documents in preparation for his closing on Friday. When he decided to sell the Hot Springs, Ark., air ambulance service he founded in 1988, he hired broker Scott Godsey of VRR Mergers & Acquisitions in Bentonville, Ark., to find a buyer and guide him through the sale. After about 10 months of hard work, Higdon was selling for an undisclosed sum.

Like most owners, however, Higdon isn't slamming the door on his way out. He's agreed to stay on for a year to help train the new owners. And he financed, at 9 percent interest, a piece of the sale for five years. If his agreement with his broker is typical, he's also paying Godsey an 8 to 12 percent commission.

Potential sellers often gripe about the commission. But industry advocates like West, along with brokers like David Fairley, a Yelm, Wash., specialist in selling website companies, counter that brokers sell companies for an average of 15 percent more than a seller can independently, meaning that the represented seller makes more even after paying the commission.

It's a tricky industry. For years, business brokers have suffered from questionable reputations. "It's been shared with me that some business brokers are sleazeballs," says Higdon, who adds, "I'm very thankful that we were fortunate enough to find Mr. Godsey."

Critics point to certain industry practices as deserving of that less-than-stellar image. For instance, says Fairley, "An unethical broker will say, 'I can get you 10 times EBITDA' [earnings before interest, taxes, depreciation, and amortization] just to get the client. Then when no one wants it, the broker comes back and says, 'I can get you two times.' "

Another controversial practice: About 25 percent of business brokers charge an up-front fee of 1 percent of the sales price, which should come off of the commission. While some observers see nothing wrong with this practice, it is illegal in about 20 states.

An ethical, experienced broker will come to the table with a database of qualified buyers; will qualify new buyers; will help the seller get financials in order; will write a thorough and persuasive offering memorandum and market the company; and will help the seller choose a buyer that's right for the company.

For many entrepreneurs, selling a company is akin to placing their child for adoption: Founders want a buyer who will nurture their baby. Like many sellers, Jolly Higdon feared his employees could lose their jobs under a new owner. His broker, Godsey, found a group of pilots who had the experience to grow Higdon's company and who committed to employing his people. Godsey encouraged Higdon to take the deal, even though the offer was $500,000 lower than a competitor's. Higdon agreed that it was the right thing to do. "You take care of the people who take care of you. I wanted to make sure that the folks on board with me would remain on board."

On the eve of his sale, Higdon was tired but happy, looking forward to time with his grandkids. And, he says, he and his wife will travel the country—but not by air. "I'm going to see things, touch things, and smell things on the ground for a change."

Copyright © 2008. U.S. News and World Report.