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Do You Need a Broker To Sell Your Business?

Oct 25, 2023

Or should we say, “Why you do need a broker to sell your business.”

I spent my first life coaching American football at various colleges around the country. When I got out of coaching, I jumped into the world of Business Brokerage and Mergers & Acquisitions (M&A). In one of my first conversations with a potential seller, she asked about my background. I told her I used to coach college football. She looked at me and said, “Well, you just jumped from one pack of wolves to another pack of wolves, didn’t you?” 

Business Brokers may not have the best reputations. I get it. I do not think it is a deserved stigma, but I get it. So, when I sit down to visit with potential sellers, and they ask, “Why should I pay you to sell my business?” My answer is always the same. 

You shouldn’t…if you can sell it yourself. 

It has been my experience with both packs of wolves I have lived with that honesty, transparency, and direct answers will offset any preconceived notions a person may have. If you are a business owner, perhaps you’ve encountered a forked-tongued devil of a business broker and you walked away unimpressed and suspicious of their motives. Which is why, if we ever meet and you ask me why you should pay me to sell your business, my answer will be:

You shouldn’t…if you can sell it yourself. 

But isn’t this an article about why you DO need a business broker? Yes, and therein lies the rub. Most owners I work with have never sold a business before. How do you know how to do something if you’ve never done it before? The only way to know is to do. Do you want to risk your greatest asset on an endeavor you’ve never tried before? After 10 years in this field and working with over 100 deals, it is quite clear that many business owners do not know how to go about selling their business. 

And that’s just fine because you built your business to provide a living for you and your family, provide a service to your community, and provide for your employees and their families. You run your business, that’s what you do. You’re good at it. Running your business is a full-time job. 

Selling your business is also a full-time job. You probably don’t do your own taxes. You probably do not handle your own retirement accounts. You likely did not sell your house on your own or buy one without the help of a realtor. Most people have professionals who handle those tasks for them. These are trusted professionals and advisors that specialize in one area or field. You trust them to do what is right on your behalf and to look out for your best interests. So, when it comes to selling your most valuable asset (your business), why would you try to handle that task yourself? 

Selling a business is the single most unique endeavor I have ever encountered. It is unlike buying or selling anything else out there. You can talk folks into buying a pair of shoes, or buying a car, or signing up for a newsletter, but you can’t talk anybody into spending hundreds of thousands of dollars and going into debt.

Take a look at the questions below and answer them for yourself. 

  • Do you know how to value a business?
  • Do you know how to evaluate your business financials for cash flow?
  • Do you know how to market a business without people knowing it’s for sale?
  • Do you know the difference between a conventional loan and an SBA loan?
  • Do you know the difference between an SBA 7(a) loan and an SBA 504 loan—and when the two can be combined?
  • Do you know how to go about finding buyers for your business?
  • What information does a buyer really need in the initial conversations? 
  • Do you show a potential buyer your tax returns in the first meeting? What about the second meeting? Or the third? 
  • Have you ever negotiated with anyone over price and terms?
  • How do you handle a buyer that wants more and more and more information, but will not write an offer?
  • How do you get a buyer to write an offer without showing them your financial information?
  • Do you know how to screen and qualify buyers with three questions? 
  • Do you know who the bank represents when they have a deal brought to them?
  • What is the difference between a Main Street Buyer and a Private Equity Buyer?

I could ask about 20 more. But put those questions on the shelf for a second. We’ll circle back to them. 

Let me give you a true-life story of a former client of mine. We helped them sell their concrete manufacturing company. The sellers were a husband-and-wife team. Prior to coming to us, they had approached a potential buyer themselves. This buyer was a competitor of theirs—a bigger concrete company in the same area of the state. 

To the sellers, it seemed like an easy thing to do: call up the owner of the company, who they knew, tell him they were trying to sell and see if he wants to acquire them. Why wouldn’t he? They didn’t need a broker; they had their buyer. Pretty straightforward. Simple and clean. 

And very naive. 

The sellers spent four months providing every kind of detailed report the buyer asked for: tax returns, profit and loss statements, accounts receivable reports, accounts payable reports, employee information, cubic yards of concrete poured, and on and on. I call it the constant drip of the buyer. The sellers were poked, prodded, and probed for four months with no offer on the table, and no guarantee they would even get an offer. They opened their books and business to a competitor—showing that competitor everything about their operations. 

The competitor/buyer showed them nothing. He made no promise of an offer or an amount. He did not show them his financials (for all the sellers knew this company could have been heading towards bankruptcy). The buyer put forth no effort—only demands and supposed needs to write the offer. 

The sellers put forth tremendous effort—all in the hopes of getting a good offer. Finally, the day came when the buyer put forth an offer. It was such a lowball offer the sellers did not even counter; the deal was over and the last four months were wasted. Their business’ operations had been compromised and turned over to a competitor, and they had nothing to show for it.

By the time the sellers came to me they were frustrated, suspicious, angry, and bitter about the process of selling their business. They did not trust me, my firm, or anybody for that matter. They were jaded. And rightfully so. The sad thing is the situation could have been avoided. 

These folks sent their financials to their CPA to do the taxes. They sent their money to their financial advisor to invest in their retirement. They had used realtors to buy and sell houses in the past. But they did not follow this model with their single greatest asset—their business. They thought they could handle selling their own business themselves. 

I do not want to paint a false picture that nobody can ever sell their own business. It happens. But it has been my experience that it is a rare occurrence when a seller successfully markets and sells their own business, unless it’s to an employee or a family member. But it does happen, hence my response when people ask me why they should pay me to sell their business:

You shouldn’t…if you can sell it yourself. 

We listed the concrete business January 28th. We pushed it out on the market in the first week of February. Another broker in our office had a close friend who, ironically enough, mentioned he was looking for a concrete company to acquire to go along with their construction business. We set a Buyer-Seller meeting for the middle of February—a mere two weeks after listing it—and by March 26th we had a full-price, agreed-upon offer to purchase and began due diligence

In addition, we visited with several other buyers in our screening process. We accomplished in fewer than 60 days what the sellers had tried for over 120 days to accomplish. AND our offer was $200,000 MORE than the competitor’s offer. 

Closing took several months for several different reasons. The deal finally closed in December. Even though we had an agreed upon offer in less than 60 days, it took approximately 9 months to complete financing and secure the funds. 

We kept the deal together by working with both sides to obtain needed information, liaise with the lender, schedule appraisals and inspections, obtain updated financial numbers and more. It’s a full-time job to find the right buyer, and then another full-time job to get the deal closed. 

Now let’s revisit our questions above. If you do not know the answer to these questions, then you are like the owners of that concrete company. Most people do not know the answers to those questions. Those are vital questions about selling a business. Going into this endeavor blind, without ever having done it before, by yourself, is a dangerous gamble to take. Attorneys, CPAs, real estate agents—all of these are professionals who provide you specific services. Too many of them say they sell businesses, but they never have, or they’ve sold a few over 20 years, etc. Be careful. 

Me - I am not an attorney. I am not an accountant. I am a certified real estate agent, but I do not sell real estate unless it’s attached to a business. I am not FINRA certified. I am not a stockbroker. I am not many things. 

I am a business broker. I am an M&A advisor. I work main street, small business, and M&A deals. I confidentially help people sell and buy businesses as my full-time job. I have been around for ten years—which seems to be like 100 years in business brokerage. I have several years in this profession and have sold businesses in nearly every industry there is. I have worked with sale prices ranging from $50,000 to $25,000,000. 

And that’s why you need a broker to help you sell your business. This is a one-time event. There are no redos. Once the papers are signed and the funds exchanged, the deal is final. Get somebody to help you that is experienced and has done it many times before. 

You will save time, money, and effort. You will be able to continue to run your business and live your life. Let the broker handle the process from A-to-Z; the headaches of dealing with lawyers, buyers, and bankers. The skills of negotiating deals and structuring terms. That’s what you pay us for. And, if the firm is doing things right, the broker does not get paid until you get paid.


SHEP CAMPBELL

SR. BROKER, MERGER & ACQUISITION SPECIALISTS


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Looking for a business to buy can be as simple as going to a website such as DealStream and searching for a business for sale that fits what you are looking for. Search by industry, type, or location; there are a variety of ways to search online for a business to acquire. This type of search is fairly easy to conduct. Go online, find a platform, and scroll through the listings. There should be contact information included on every listing. Find one of interest, obtain the contact information for that listing, then call or email your interest. But what if there are no opportunities that are appealing or meet your needs? At this point, the acquirer must conduct a targeted acquisition search. Why? Because the business you want to buy is not for sale. Be Focused and Keep It Simple This is a process. Begin by identifying motivation: Why are you looking to buy a business? Even if the buyer has inquired about a particular listing, I ask that question. It has been my experience buyers are often open-minded to opportunities, but also a bit unsure, or vague, in what they are looking for and why. Tip no. 1 on conducting a successful acquisition search is to be focused and keep it simple. Being focused does not necessarily mean knowing what you want to buy or even knowing what industry you want to buy in. Being focused applies to understanding your motivation and need for wanting to acquire a business. Being focused is completely understanding your why. For example, when asked why they want to purchase a business a buyer may say, “To be my own boss.” Another common reason, “To control my own financial future.” Both are very human reasons to buy a business. Both show motivation and need. But these answers do not help in an acquisition search. While showing true motivation, these answers lack focus. But that’s okay: The acquisition search is a process. Think of it as a crock pot cooking time rather than a microwave cooking time. It can take time to get good results. Part of that process is forming an understanding of what the buyer is looking for. Being focused and understanding motivation and need when it comes to acquiring a business starts with understanding what the buyer’s financial needs are from the business. This will identify the goal for the business. An acquirer needs to be detailed in what they need or desire out of the acquisition. Is it a life change in which the buyer is buying a job? Then the goal is to support yourself and your family. What does the replacement salary need to be? Can the business afford your current lifestyle? What can you realistically live on? If this acquisition is an add-on to an existing business, then the goal is growth. Acquisitions are the fastest way to grow your business and make more money. Is this acquisition an investment? Then the goal is return on investment (ROI), in which you don’t necessarily need to take money from the business on a monthly or yearly basis. 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This also ties into the acquirer’s motivations, needs and goals. Perhaps geography is not a big deal. If not, what is? What are we looking for? Where are we going to start fishing? Find the Fishing Hole If the buyer is acquiring a job and making a lifestyle change, then decide first if you want to relocate from your current residence. If not, then how far are you willing to drive to work? That is a big first step; many steps will spring forth from that answer. If the buyer is an investor, what part of the country do you like? If you’re looking for an add-on business, what market do you want to expand into? Geography is a big part of any acquisition search and a good place to start. It is also the easiest place to start. Often buyers want to search for a certain sized revenue and/or cash flow, but these are very difficult pieces of information to obtain with any degree of accuracy. Privately held companies and closely held small businesses do not have to publicly disclose financial information, number of employees, and other similar items like publicly traded companies are required to do. Consequently, revenue and cash flow numbers of small businesses are nearly impossible to find without obtaining the actual company financials. So cast a wide net first by using geography, it’s a tangible place to start one’s search. There are relatively accurate locations and address data easily available on privately held companies. Look for the fishing hole that fits precisely what you want from a location perspective. This is a great place to begin the journey, then narrow down with those types of qualification questions once prospects identify themselves. This is a process. Identify motivation. Identify location. Start Fishing When I arrive at my trout stream, I get ready to enter the water. It’s a process. I put on my waders, get my net, tie my fly, make sure my line is smooth and make sure the reel works properly. I prepare to begin fishing. When I conduct an acquisition search for a client, I do the same thing. We prepare our line and bait. In short, we form the list first. Once we form the list, we reach out to every business owner on the list. We do so in a variety of ways, including: three rounds of Direct Mail Email Campaigns Social Media Outreach Cold Calls It is not rocket science. To find a business for sale, one has to contact the business owner to see if they are interested in selling. There are a variety of ways to connect with people, and once the business owner has been identified, they need to be contacted. There are strategic ways to do so, and each method listed above has its own strategy. This is a process. Identify motivation. Identify location, identify businesses, and contact owners. 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A second trend has to do with Private Equity groups. PEGS and PIGS are typically high net worth buying groups which acquire due to synergistic and strategic reasons. They have liquidity, lending connections, and do not seek to run the daily operations. Private equity deals have moved down the food chain to incorporate more and more Main Street and Lower Middle Market sized transactions. I consider Main Street deals to be those valued from $0 - $2mm. Lower Middle Market deals are those valued from $2mm - $50mm. One can subdivide each segment. These smaller deals have become easier for PE firms to finance. There are more of them available to pursue. And with the adoption of an “add-on” strategy, PE will look at deals nearly any size. By add-on, we mean a business that would synergistically add-on to an existing bigger business and add value overall. PE groups love add-ons to their existing platforms. Usually these groups desire existing management to be in place; or for the seller to stay on and continue to run the business. Perhaps this increased PE activity in the $5mm - $50mm range is part of the reason Median Multiples in this range have gone up So if the buyers are there, then what are they buying. What can you do now to position yourself to capitalize on this movement? I think you need to focus on 3 specific industries. Broadly speaking these would be: 1. VMS (Vitamins, Minerals & Supplements); 2. Manufacturing (including certain Fabrication); and 3. Construction/Construction-related. Now, E-Commerce is without a doubt one of the hottest and most profitable industries. I intentionally left that off because it is captured by VMS. E-com is profitable, but competitive and needs a solid, proven product to garner the highest valuations. Within VMS you bring in that E-Commerce component. What is interesting about this industry is you typically encounter one of two types of companies. Either they manufacture the product, and sell to distributors, white label, etc. Or, they sell the product, which is usually done heavily via the company’s E-Commerce platform. Amazon has captured over 70% of ALL supplement sales online. E-Commerce sales represent 15% of the total Supplement Industry - indicating a lot of growth potential for online sales in this area. The unique company does both - manufacture their own product. They are out there, but hard to find it seems. We have one currently listed on the West Coast. The good thing is, whether the business manufactures or just sells E-Com, the valuation multiples are very favorable, and these companies are very popular. There are certainly many, many type companies within DFW. In fact, Texas has the 2nd or 3rd most Supplement companies in the United States. Recent transaction numbers prove VMS to be popular as well. In Q2 2023 Consumer Goods/Retail - the class VMS would fall under - was the 3rd most numerous deal closed in the <$500k, $500k - $1mm, $1mm - $2mm, and the $2mm - $5mm ranges. In the Middle Market range of $5mm - $50mm it was the second most numerous transaction. These figures indicate the popularity of this space, and VMS is the leader of this space. The Construction industry was the single most popular industry in the $550k - $2mm, and the $5mm - $50mm range. Construction was overwhelmingly the most popular acquisition in the Middle Market $5mm - $50mm range. Manufacturing was the most popular in the $2mm - $5mm range. According to the IBBA, in 2022 Construction and Manufacturing composed nearly 40% of all acquisitions in the Middle Market. On Main Street in 2022, nearly 1/3rd of all deals involved either Consumer Goods, Construction or Manufacturing. These are the industries to focus on. The buyers will be there, and recent history shows these are the top 3 industries. My personal experience corresponds precisely with those figures. I currently have a Rebar Fabrication company on the market for sale which we had under contract before we even listed it. We have a VMS E-Commerce company which has attracted hundreds of buyers. I also currently have 4-5 construction-construction related listings which are drawing great numbers of inquiries. To conclude, focus on these three industries if you are looking to acquire a business in an industry that is currently in demand, and based on historical trends will continue to remain in high demand. VMS (E-commerce & manufacturing) Construction Manufacturing & Fabrication: Steel fabrication, etc. Each of those three areas can certainly be subdivided into smaller categories. For instance, VMS can be further divided into Manufacturers, E-Commerce, Brick & Mortar. There are supplies, distributors, private labelers, etc. The same could be said of Construction. Is it new construction? Remodeling? Commercial or residential, or both? There are General Contractors and Sub-contractors. With Manufacturing there are a plethora of possibilities. In addition, Fabrication is very close to Manufacturing, though slightly different with its own set of companies and valuation metrics. The point is these three industries are both active in business sales and M&A - and also desirable by buyers of all types. Thus whatever the vertical within one of these industries may be, there is a high probability and likelihood of find plenty of profitable opportunities, and plenty of ready, willing & able buyers. Shep Campbell C: (870) 450-3734 Merger & Acquisition Specialists
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