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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.
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