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One of the privileges we have as the owners of QLB is that we have a panel of experienced entrepreneurs that act as advisers and also happen to be our brokers. On today’s episode, we are hosting our first Podcast Panel, these in-house experts are here to answer key questions regarding buying and selling.
Jason, Bryan, Amanda, and David have a combined 40 years of experience in brokering e-commerce businesses and are here to share some great insights into their first-hand transaction experience. The discussion today focuses on the sell side and how human behavior can influence a transaction, balancing being a good seller without being a pushover, and finally on valuation and managing expectations from the seller side.
- Can a seller increase their sales amount just by being a good seller?
- How to handle challenging sellers and tips for approaching the negotiations with them.
- Thoughts on where seller behavior fits into the entire valuation process.
- Some of the principals of a good seller and behaviors they should avoid.
- Where the line is between two being too private and being proactive as a seller.
- Ways certain SaaS elements can be revealed in due diligence without giving away too much before the handover.
- Specific contingencies that sellers can hold onto until the signing.
- The importance of the buyer/seller face to face meeting.
- Things sellers tend to put too much emphasis on during a transaction.
- Staying on for extra consult periods as a way to earn buyer trust and confidence.
- How to temper unreasonable valuations or unreasonable expectations for what market can bear on the part of the seller.
Joe: So Mark one of the privileges that you and I have as owners of Quiet Light Brokerage is that we have an unofficial board of directors and highly successful entrepreneurs that are our advisors slash brokers. And we joke often that most of them are more experienced and smarter and more successful than we are. And I think with the panel that you put together in this upcoming episode it’s absolutely true. We’ve got Jason, Brad, Amanda, and David all sharing their experience as advisors, brokers about how to be a good seller and beyond that with the entire transaction. How did the overall panel go? Did everybody behave and give nuggets of wisdom throughout the whole podcast?
Mark: Well, naturally I started this all first well it was a pretty interesting idea. I was talking to Amanda about going to a conference down in Austin where she lives and she was invited onto a panel and she said that she’d be really interested in doing stuff like that. So I thought well why don’t we do a panel here at Quiet Light and bring forward some of the advisors that have been working on deals. I mean I think the combined number of years on that panel alone was something like 40 some odd years of experience combined.
Joe: As buyers or entrepreneurs?
Mark: I didn’t even get into the; I have no idea how to calculate that. That’d be a much bigger number. My math abilities stop after about 40, 45.
Joe: So everything is 40 years of experience for you.
Mark: Well I become 42 so yeah everything is; that’s going to be the limit. Every year I add one number to my math abilities. The panel was pretty fun. I didn’t know how it was going to go. I didn’t know if it was going to be too many people on the panel. I was hoping for some discussion between them and we did get into that. We got some great discussion between people who have been doing this for a really, really long time. I wanted to keep the topic pretty simple and just kind of dig into their actual experience in doing deals. I wanted to find out what are they seeing on the sell-side specifically and working with people; humans that can really influence a transaction by their behavior. How much are they seeing that actually come into influencing the price? Jason right out the gate is like look we can sometimes influence the price but the bigger worry here is having a primary effect. If you’re a crappy seller you might make this an unsellable business. And that kind of launched off this conversation of what is it; how can you be a good seller? How do you balance this idea of being a good seller who is open and proactive? David talked about being proactive as a seller. How do you balance this proactivity and openness versus being a pushover? What elements should sellers also not necessarily open up on their business right away? And where should they stick their foot down and say we shouldn’t be sharing this? A pretty interesting conversation on that front to see what other people’s experience was in these different questions that came up. I didn’t lay it out right away. Joe just to let you know I asked them to pick out a URI moving forward for the company and I won’t tell you what the result was of that.
Joe: So I have to listen to this to get the answer. What was the question again specifically and what wiseass comment did Jason make because I’m sure that’s exactly where it came from?
Mark: You’re going to have to listen.
Joe: Alright. What was the question though?
Mark: The question was choose Joe or Mark.
Joe: To do what? And you’re like hosting the podcast so you could totally edit it out and tell them no, no, no, no, choose me so it’s…for the audience, I want to know Mark has full editing control of the podcast so whatever negative things said about him were completely edited out.
Mark: Well, that’s actually not true. I don’t touch it, in fact, there’s a point in there and I’m hoping the editors…
Joe: See he’s fabricating he’s making this up. It’s totally true. Chris and Podcast Motor; they do what he tells them to do.
Mark: They’re the only people in my life that do what I tell them to do.
Joe: You man have seven children, that’s the way it is.
Mark: Yeah, I guarantee nobody in my household does what I tell them to do.
Joe: There is teenagers.
Mark: There is a point in there; I hope the editors catch this where Amanda cuts out and I awkwardly interject so we’ll see if the editors catch that part. If they don’t just bear with it because she’s actually giving some really good advice during that point in the podcast.
Joe: So you and I always joke about or I always joke about the fifth pillar. You always correct me and tell me it doesn’t exist. And for those that don’t know the pillars, it’s growth, risk, gross transferability, and documentation and I always say there’s a fifth. It’s an invisible fifth and it’s the person behind the business. Who you are and how you behave and what you post on Facebook and what’s your LinkedIn profile says and it’s silly pictures and things of that nature. It has an impact on the overall value of your business. People are going to stroke a check for enough money that is going to make a difference in their life savings and the risk they’re going to invest in their future. They need to like you number one, they need to trust you number one; both a number one. That is so so valuable so I love this topic. I absolutely have to listen to see how quickly they all said your name instead of mine. And then I’m going to have to have another panel on with the other four advisors and see what they say.
Mark: Sounds great.
Mark: Okay, welcome everybody. We’re having our very first podcast panel or panel podcast. I don’t know what we want to call this but basically, we have a bunch of people on this podcast here. We have Amanda, Jason, David, and Bryan all joined me for a conversation. We’ve never done this before so we’re going to see how this actually works out. The format is going to be pretty simple, I’m just going to ask questions and pick out different people and see what sort of conversation comes from those questions. So, guys, I’m just going to start off with a very simple question. You’ve got to pick one personally Joe or me; me or Joe? No, don’t answer that. I’m just joking. Don’t answer that because I already know what the answer would be. You guys would want Joe. Alright so let’s; I want to focus this panel on more seller questions because we obviously work with buyers. I know a lot of buyers listen to the podcast but we work with a lot of sellers as well. And so I want to focus a lot on that. What is it like to sell a business? What are some of your experiences? You guys have a ton of experience working with sellers, preparing their businesses for sale, helping them go through that really difficult emotional complex process of exiting their companies so I wanted to try and tap into your collective wisdom here, get some good information and insights into sellers and that process of actually selling a business. And I want to start out by looking at how much influence a seller can have on the value of their business just by how they act with their business. Let’s start with you Jason because you are the longest-tenured member of QLB here so I’m going to start with you. I’m going to ask you just a pretty basic question here and that is do you think that you can increase the amount of money; can the seller increase the amount of money they get out of the exit of their business by being a quote-unquote good seller?
Jason: Absolutely 100% but it may not be in the way that you’re thinking about it. I don’t know that your value goes from a million dollars to a million one because you’re a good seller. I think it’s more binary. I think it’s either a million dollars or zero. Meaning if you’re not a good seller I think it’s likely to spook a buyer to the point where they simply don’t want to complete a deal. So I think it’s incumbent to be a good seller, to be ethical, to be honest, and very very important to be transparent. So like any little thing about the business that in the back of your mind you think gee I really don’t want to talk about that, that’s exactly the thing that the seller should talk about with the buyer. Get it out there.
Mark: Yeah. Amanda, I know over the years you’ve also been with QLB for a really long time, we’ve worked with all sorts of different people. Some people are really easy and a joy to work with and while not dumping on any previous clients, some people are a little bit more challenging. And I want to take a step back and just say something real quick. When we talk about challenging clients, difficult people to work with, the one thing that’s always important for us to keep in mind is I get why some people are somewhat challenging. They’ve built a business, they have a valuable asset, they want to make sure the deal goes through well. So they have a right to a certain extent to be a little bit more challenging. But what has been your experience, Amanda, when you’ve dealt with a client that might be a little bit more difficult to work with and maybe a little more abrasive in the negotiations? Have you seen that impact the deal that they’re able to get?
Amanda: Absolutely. I think it’s important to actually take those clients and take them aside and say it’s really important to look at the feedback that we’re getting from buyers and to be reasonable with their expectations. Otherwise, we’re not going to deliver for with the deal successfully because the buyer’s feedback is super valuable. If you get a lot of feedback that’s consistent and a seller is not willing to hear it, it makes it very difficult to take those items there that could be actionable, make them happen, and then get a deal done. I think that also working with abrasive sellers can rub buyers the wrong way because obviously after a deal is done they have to work with the buyers. The buyers work with the seller for extended period time for training and support and it certainly is concerning if a seller is not easy to work with and has a difficult time getting along with the buyer for that matter. So yes it definitely can impact the deal.
Mark: Yeah. And I think Jason your point about it being somewhat binary I think is interesting. At the end of the day obviously, we’re valuing the business not necessarily the business owner and so Bryan what are your thoughts on what Jason is saying as far as it being somewhat binary? Do you agree with that or do you think that the seller is just one other element of the entire business mix? Obviously, we’re valuing the business on its own to a certain extent where does the buyer fit in; I’m sorry, where does the seller fit into that entire valuation process?
Bryan: Yes. So I think Jason makes a really, really good point and I’d like to touch on his point about honesty first [inaudible 00:11:30.1]. I think that’s probably the most important quality that a good seller can have. But in terms of sort of being a good seller, being more binary than affecting the valuation I think it can be like this and if the seller is really difficult to deal with then disconcerting there is something that’s not happening. But I think that being a really good seller can actually also increase the ultimate value that the seller gets out of the transaction simply because being likable and getting along well with buyers is in my opinion likely to induce better offers, induce better conversations that lead to better offers, and thereby can lead to a better and more profitable deals for the seller itself.
Mark: Yeah, I think the only issue that I would just if I’m going to comment on this here would be that the buyer is going to look at a business and look at the element of risk. There’s always a perceived unknown of what am I actually getting into here. And if you have a seller who is shifty, if you have a seller who is maybe withholding information or is being just kind of; I think Jason to what you’re saying, if they’re being really abrasive or just mean or whatever yeah that becomes a very binary sort of situation where if I’m a buyer I don’t want to get into that because who knows what’s going to happen after the sale.
Jason: I find in the real world though it’s not necessarily that that a seller is abrasive it’s more the word you used is good shifty. A buyer just gets the sense there’s something that the seller is not telling me. Are they planning to start a competing business the day after they sell? Do they know that this industry is about to hit a brick wall? Are there issues with the supplier? It’s that shifty element more than the abrasive element is what I find in the real world.
Mark: I would agree with that. I mean the thing that I think people on the sell-side need to understand is that from a buyer’s standpoint risk plays into a valuation perceived or real. It doesn’t matter if the risk is real or if it’s perceived it’s still there. And so if you are giving off a sense of risk to a buyer that’s going to play in the valuation that you get. So I guess we can put this out there as a plea to be a good seller; to behave correctly. But what does that actually mean to be a good seller? David I’m going to throw it over to you because I haven’t got you in on this yet. And sorry, I didn’t get to turn in you in the first question here but I want to ask you what are some ways that you’ve seen from sellers that make them good to work with and things that maybe sellers can do to maybe reduce that element of risk; that perceived risk that they might give out otherwise?
David: Yeah, it’s a great question. For me, it comes down to three core principles and the guys have touched upon perhaps the most important one right away which is honesty. And then after that, I think it’s diligence and knowledge of your own business to the extent that they understand their own numbers in great depth. They understand the reasons, the trends, the way things happen, the problems that they’ve had; like fully understanding then business. When you have that and have someone with that level of knowledge come on the call with the buyers it’s incredibly reassuring that they have this gross knowledge about their own business. And then to a company both that depth of honesty with expertise in their own business. And you know that’s not taken for granted because sometimes many entrepreneurs are running multiple businesses and they haven’t had the time to focus a lot on one specific thing. So when you have that knowledge it’s really helpful. And then the third piece, of course, is productivity. I think that it’s easy to come into a selling process perhaps when you are quite emotionally spent even being in the business for a while and to underestimate that a lot of clients will ask some questions and they will want to go back into past historic information and having like a positive mindset about putting that information and realizing that it’s also the benefit of the ultimate end goal of the transaction which is to get the best deal terms. Going at that formula very proactive and positive perspective really just creates that like perfect cluster I think of the best seller like proactivity, positivity, honesty, and diligence.
Mark: Yeah, that can be a really difficult line to draw because from a seller’s standpoint you hear some of these questions and you think I don’t want to share this. But at the same time, you don’t want to appear shifty. I mean where do you guys think that line is for a seller when they’re going through; especially like initially, right? We put up the listing out to the market. I think Brad who is not on this call recently put a listing on the market and had like 300 inquiries on it. We had to shut things down and that client is going through multiple calls one after another after another. And some of these buyers get on and they start asking some pretty pointed questions pretty quickly. What do you think the line is? Amanda I’m going to throw it to you, what do you think that line is where between being a shifty yet still open and honest and proactive as David says? Because I agree with you 100% David that being proactive makes a big difference. So where would you put that line, Amanda?
Amanda: I think it has to do with creating expectations for when you’re going to open up certain information and letting them know upfront what you’re comfortable with. So there are certain things obviously that you want to keep pretty close to you like your suppliers or certain proprietary information that you just don’t want to open up to everybody. And so possibly you say okay I’m going to give you all this information; my financials, this is how I do this, this, and this but creating a timeline of when they’ll have access to that information based on certain steps being in place and finalizing the deal. And keeping some of that information towards the end I believe has worked really well for most sellers and buyers because if you have that trust level that you built between the two along the way and then you’re just basically following the course of actions that have been set out ahead of time then I think that creates a nice flow. And obviously, that’s what we want. We want sellers and buyers to both be comfortable through the entire process so that we can get to that finish line. And so I think it is obviously definitely a fine line. But also when a seller and a buyer are working together and they’re meeting in person I think that makes a huge impact in what information is shared because you can just feel whether a person is trustworthy or not and what they’re going to do with that information. It often comes across just in energy and so oftentimes the seller will let their guard down just when they get to know the buyer a little bit more. But upfront I think obviously you don’t want to give 300 people everything you have for obvious reasons.
Mark: Yeah and I think for…
Amanda: It’s about creating expectations.
Mark: I would agree 100%. For the buyers that are listening to this, I think the insights that you can take away from this as well is understanding that. Amanda your suggestion is something that we use quite a bit here at Quiet Light during the due diligence process of ordering your requests and understanding some items are going to be more sensitive than others is a really good tip there. It does a great job of helping that seller get put at ease and from the sell-side is a great way for you to protect your more sensitive data by promising this saying I’m more than happy to share this with you but let’s first go through these other items first just in case that torpedoes the deal. Bryan, I’m interested to know what your thoughts are where you think the most sensitive sort of data is that sellers might want to consider maybe safeguarding a little bit more than others. Obviously, different sellers are at different levels of comfort. Some don’t want to share a single thing about their business and other people are like I don’t care. You can’t replicate what I did because I got the magic sauce. What sort of information do you think sellers is kind of the main stuff you would probably want to hang onto until the end?
Bryan: Yeah, that’s a great question. I think it depends a lot on like I said an individual seller. It also depends a lot on the type of the business and the business model, to begin with. So I think with that with an e-commerce business the most closely guarded secrets so to speak might be like Amanda mentioned the vendors with any any business that depends entirely or for the most part on a single or a couple of traffic sources the seller might hold the details of those traffic sources confidential such as for instance in indication of PPC traffic they might not feel comfortable disclosing their full keyword lists and that copies and so forth in the early stages. So it really depends on the business model. It also depends on the business itself and how defensible the business is. Like you said there are some business sellers who are happy to open up absolutely everything because they are fully sourcing that nobody can replicate the business no matter what they sold on but businesses are different and so does comfort level is different.
Mark: David and Jason I’d be interested to know from you are there any elements that you have ever run across that have been off-limits in a due diligence process and if so how have you handled getting around that? For example vendor names, customer names, talking to employees; if you’re able to share any details on that please do. And I didn’t prep before this so if you’re not we’ll just move on to the next question.
Jason: No, that’s fine. Well, one thing if I may I just want to add onto what Bryan said. He mentioned about whether a business is replicable. One thing sellers hopefully are aware of, any buyer that’s going to see the information has signed I think it’s about a five-page non-disclosure agreement which specifically says they’re not allowed to scan for ideas to steal. So if a buyer did that they would be blatantly violating their NDA. And a seller would potentially have legal recourse. So hopefully that will give sellers a little more comfort. In regards to what information is truly off-limits, the thing I found is by the time of closing it all has to come out. But some of it does come out essentially at the closing table. So one of the big areas of sensitivity I found is if a business has employees a lot of times the seller doesn’t want to mention the sale to the employees literally till the last minute. The reasoning is it could really make them panic and look for other jobs if the deal doesn’t go through. The buyer who might be inheriting these employees will have some obvious consternation. They’re going to want to know who’s about to work for them; are those people planning on sticking around? That can be a really sensitive area. And I’ve had situations where it feels like we’re a lock on that or some other small issue and it always seems to get resolved at the closing table at the 11th hour when finally everyone feels confident that the deal is actually going to happen.
David: Yeah and I think to add to Jason’s point it’s something that comes to mind a lot. Me over the years that’s owing a lot of SaaS deals you can imagine the code base is just a really cool secret sauce component of SaaS business and the buyer very naturally wants to see that annotate to see what kind of code quality is annotations and see what kind of architecture is and that creates a lot of shrikes naturally in the owner right away. And it was an interesting bridge trying to think about how we could do that in a very safe way to get to that point that Jason is talking about which is the eventual reveal at closing. And what we did that’s worked very effectively over the years and what we do at Quiet Light is show a snapshot of that code base and just provide enough insight and then a high-level like architectural look so that they can see how this sort of modules are put together. And then just a small snapshot so they can analyze the code based on a very discrete basis. Or also consider using a third party due diligence advisor to come in and review the code base and that way the owner is never really hands-on with it. It’s being reviewed by a third-party specialist and there’s a non-disclosure agreement in place and so you really can actually go into something that looks like quite a difficult issue and something to verify with a lot of credibility and integrity. So that’s one of the ways that we’ve done most to do that with SaaS.
Mark: Yeah I think one of the things I’ve learned over now 13 years of helping people through this is that during the due diligence process oftentimes a buyer comes in and says I need to understand X. And rather than saying in the due diligence process that I need to understand X they say okay I need to understand X and the way to do that is Y. And so what they say is let’s do Y. And the seller says I can’t do Y. And then the buyer says well what are you trying to hide, right? And so one of the tricks for you guys that I know you guys have done so well over the years is figuring out what is that X; what is the person actually trying to achieve through this request? What are they trying to learn through this request? And David to your point I’m glad you brought up [inaudible 00:25:11.7] because I was going to bring that up. That’s one thing that I would consider to be kind of a non-negotiable. If I had a SaaS business and a buyer came in and said I need to get the codebase I would say no. I don’t think that that’s reasonable mainly because we can satisfy the same information that you’re seeking in a way that does not involve handing over the entire code base through a third party due diligence requests or otherwise. I think there are other elements that could be non-negotiable such as if you have a business that has only five clients. And if the buyer wants to speak to those clients there might be a reasonable request there. But it can also be pretty dicing so how do you overcome that sort of friction in a due diligence process. Jason, it looks like you have something that you want to add onto that.
Jason: Yeah I mean just touching on that. One thing we were talking about earlier was being a good seller and the corollary is being a good buyer. But one thing I’ve encountered on occasion is somebody will have experience with having done other deals in the past; either business acquisitions or dispositions or real estate or something. And a person might have an attitude of I’ve done a lot of deals; this is the way it’s always done. And one message I would try to get out to people is just because you’ve done a deal in a certain way that’s not the way it’s always done. This panel has done literally hundreds of deals and probably in dozens and dozens of different ways. So I think Mark what you’re saying is try to figure out the core of wants and then get creative about how to supply it is probably the most appropriate answer rather than being rigid and saying this is how it has to be.
Amanda: I also think to David’s point about bringing a third party to do due diligence and possibly a financial audit or an audit of some technology or code it brings a lot of value because it gives the buyer some time to focus on actually what they wanted to do at a business point or it takes the nuances of the financial load because it’s so tedious when you’re going through financial due diligence or looking at code. And to have somebody else do that who’s professional and experienced with that while the buyer can focus on future opportunities and getting prepped and ready for your transitioning into the business then I think there’s a ton of value in doing that. And oftentimes it helps the seller feel more comfortable sharing that information with a third party as well.
Mark: I’d be curious to see what experience each of you has had with conditional purchase agreements. I’ve used them sparingly and just I’m going to take a step back, whenever we do the podcast I introduce something that is a little bit outside the normal. Oftentimes I hear from you guys they’re saying why are you saying that now everyone is going to want a conditional purchase agreement. So I’m not necessarily encouraging this but I’ve used it on occasion when somebody really doesn’t want to disclose vendor names or really doesn’t want to disclose something else. So we say alright let’s put together a conditional purchase agreement where basically this thing is binding conditioned on a very specific term. Have any of you others worked with those?
Jason: I mean I think like I said I’ve had some deals where it really seems like it’s either going to close or fall apart at the closing table and they’ve always closed. It’s always whatever is that one condition has been revealed right at the very end.
Mark: Yeah, and I think I’m going to wrap this up. Amanda, I think one point that you made that I kind of went right on over is meet in person. If I could give one bit of advice to anyone doing an acquisition on the buy-side or sell-side, get together and meet in person. It solves so many problems. If you can spend a couple of days with that person in the same room going over some of the due diligence materials I think it solves a ton of problems or it creates a massive problem that deals shouldn’t happen anyways. And that’s an outcome that might be okay if the deal is going to be bad anyway. And so a meeting in person is a great suggestion. It’s something that I would definitely recommend. Alright, I’m going to ask and move on to another topic here. Bryan I’m going to move this over to you here and that is talking about what’s important in the negotiation. When somebody is looking to sell their business oftentimes what we do is we think well I want to get money out of this. I want to get X out of it. I want to get as much as I can possibly get out of it and forget that there’s a lot of elements that you have to negotiate. You have a non compete agreement, you have an employment or consulting agreement on top of that. And there’s literally probably about a half dozen different things that get negotiated through the process of selling an online business. What are some areas that you’ve seen maybe a wrong emphasis from sellers in the past where they might put too much weight on one element of a transaction?
Bryan: Yeah there is definitely a lot going on in terms of what makes an offer than just total price of the offer. There are things you mentioned and there are seller notes, equity rules, you mentioned an offer can be structured in so many ways. In terms of wrong emphasis, I think sellers are often a little bit perhaps too much against carrying a seller note especially if it’s a small seller note. I’ve seen this sentiment changing over the recent years though and it used to be the case years ago that most sellers would basically only want to want to deal with good cash offers. It’s now getting more and more common for sellers to be okay with a 5, 10, or 20% seller note. And the reason why I believe a seller should be more okay with carrying small notes is because that’s what I often explain to sellers themselves is that oftentimes those offers that they get that are structured this way are actually going to have bought them more money at the end than a full cash offer route to the extent that they can even easy to consider the seller note to be sort of a bonus on top of what they get anyway. So they can keep pushing for an all-cash offer but it’s likely that this all-cash offer would actually go to turn out to be lower than the cash part of the offer that might go to small notes.
Mark: Yeah to that we have a podcast I think it probably would have aired a couple of weeks before this episode here with Shannon Stewart who’s a tax advisor on the sell-side. And she has an example of a business that sold for 11 million dollars and that she was able to; the net proceeds increased by 43% largely through deferring some of the payments that came in. And when you’re talking about an 11 million dollar deal a 43% increase in net proceeds is not a small amount of money. So I would agree, seller notes and knowing how to structure those the right way is is something. Jason what would you say; is there any element that you think sellers tend to overemphasize when they’re negotiating?
Jason: Yeah I mean I think like Bryan said headline price gets a lot of focus when in reality it’s more about how much are you going to get overtime after-tax that you get to keep. And then I think another thing that gets way too much emphasis is multiple. I think a lot of people get hung up on multiple both buyers and sellers and it kind of boils down more to bragging rights than to a discernible business reasoning meaning ohI sold my business for 4X or whatever so I can tell my friends. The reality is okay let’s say you pushed the multiple for your particular industry; let’s say you’re selling an e-commerce business and they normally sell around three times earnings and you managed to push it to four times like you’re taking a lot more risk to get to four times you had to accept an earn-out and it’s depending on performance and this and that and the other. Even if you collect it all you’re earning what you would make in four years anyway. You wouldn’t be selling the business if the sole reason was the money that you’re getting paid. There are clearly other reasons otherwise you’re better to keep the business. So the big advice I give to sellers is the market will determine the value of your business better than anyone on this panel, better than you the seller, better than any individual buyer. We have thousands and thousands of buyers and for most businesses, we get multiple offers. That’s the market. If you’re not willing to accept what the market will bear you’re better to keep the business than to sell it or to try to push the market beyond what it will bear because it very likely could backfire.
Mark: Well Jason you’re begging me to go into a question that is also on the list. I’m not going to go there yet because I want to stay on this one here and then we’re going to get over to that question to wrap things up here. David, I’ll be interested in your thoughts on this as well here. Are there elements; I mean you’ve got a ton of experience in working with sellers just like everybody here, what are some things that you see people often negotiate maybe more heavily than they should and what advice would you give to them on that?
David: Well I think certainly on the emphasis question I would say to sellers when they’re reviewing any offer that 50% of the decision; only 50% of the decision should come down to purchase price and terms and the other 50% should be based on the execution certainty of the buyer that’s actually presenting the offset. Because there’s an ocean of difference between coming out with an LOI for your business and actually closing it. And I think it’s part of the; well a huge component of hiring a broker and an advisor to help you take that bridge from there to there and I think it’s for me sellers that have been really receptive to guidance and advice at that point whether they should take the focus off the headline price off the headline multiple that Jason is talking about and consider the wider context that is this still going to close because the buyer has experience, for example, they have a readily available source of funding their due diligence requests are miles and miles long they’re not reliant on any kind of outside financing [inaudible 00:35:22.8] all of these things introduce risk into the deal and ultimately that’s risk needs to be looked at properly in the context of the whole deal so I think that’s really important. Negotiating terms, one thing that I always recommend for sellers to be open to is the prospect of keeping the window open for like the minority kind of consulting arrangements after the sale. Honestly, we had enough every business through a standard transition period and depending on the size and complexity that can vary. But I think one thing that’s actually really good for sellers to think about is maybe staying on to do like an hour or two a month to just say six months longer with the sale and that goes a huge way with buyers knowing that they just have a slightly longer line which the owner has to ask a half an hour-long question in four months time. And to that point about getting the trust and getting the deal over the way, that’s a huge point that I think sellers are sometimes like they’re spent and they never really want to spend more time on the business. But just that tiny little time investment for just a few moments goes a huge way towards getting a deal on the way and a great value.
Mark: Yeah I would agree to that 100%. I remember when I sold my business now a long time ago they asked me to stay on for six months afterwards and they paid me for it; so a regular monthly consulting fee and at first I was like man this is going to be a pain but what I found pretty quickly is it wasn’t. It was really easy. It was very easy money that I was bringing in as a result of that. And it really helped with their transition as well. Alright, we’re at 35 or about 30 minutes here on this so we’re going to round it out with one last question and this is one that is pretty important to me because I think it’s what we all do here. We all earn a living in some capacity through helping people exit their businesses and from our standpoint it can be really easy to treat people’s businesses as inventory that we’re simply moving. And obviously, we don’t ever want to go there because we’re all business owners ourselves. We’ve all been through that. We know what work it takes to build these and then how difficult it can be and how stressful it can be to sell them. So one of my pet peeves that have grown over the years is just hearing people say oh man is this seller I was approaching them I wanted to buy their business they weren’t selling it but I was doing outreach and I asked them how much they’d sell it for and man his expectations were crazy. It’s a pet peeve of mine so I’m kind of implanting here the answer that I want to hear. Amanda; we’re going to go left and right on my screen, Amanda, you’re first here. Do you think that there is such thing as an unreasonable valuation or is it only really unreasonable expectations of what the market can bear?
Amanda: Well I think both actually I think unreasonable expectations for where the market can bear; I mean when we’re seeing that right now. Certainly, we’re seeing a lot of growth in multiples over the last two years and there’s been a push to constantly drive that multiple. And I think we’ve done a really good job of doing that. But sellers, of course, have their own expectations on what they think that multiple should be because they hear things from other sellers or they possibly got an offer four years ago from a strategic and they decide to pass that. And that has dried up and gone away and is no longer a viable option. And so I think the market evolves really quickly. And I’m actually one of those people who may have unreasonable expectation professional with expertise and proper data to bring somewhere like that back to reality. And I think that that’s; actually, the core of it is having realistic expectations with what the market is; the ability of the market at this time because obviously, that may change in six months for better or for worse. I think that whether the expectations are reasonable is less important than the seller being able to be open to the feedback and coming back down to reality. And I think that makes a lot of difference because we see that quite often where sellers will come in and they think their business is for X multiple but then they’re open to hearing what we’re experiencing, what we’re seeing because we do a lot of volumes and then having those realistic expectations is super important.
Mark: Yeah and I think one thing I’ve been trying to remind people as well especially in the sell-side when we get up into the high seven and eight-figure territory; you brought up Amanda that the seller might have gotten an offer from a strategic years ago but obviously never went through or they heard about so-and-so who got a 6X on their business what they never really hear when they hear these big prices is what was the composition of that offer. How much was there actually cash? How much was equity that can be the phantom value? Jason, I know you have a lot of stories about phantom values in equity, right? And so that’s something that we don’t hear about. It’s like the sports contract of oh my gosh they got o120 dollars but it’s only 10 million dollars guaranteed and like it’s so much in incentives. Jason, what are your thoughts on this aspect of unreasonable expectations on the part of sellers?
Jason: I think part of it depends on how you define unreasonable because I look at myself as an example. Most people say I’ve got very unreasonable expectations of the value of an hour of my time and I will concede absolutely positively. What I expect to earn is way more than what my job will provide and all that means is I need to adjust how I use my time in order to achieve it. So if you’re a person who believes your business is worth a lot more than the market will bear, that’s perfectly fine. I just think don’t be a seller because the market won’t provide it. It’s important to understand the people on the other end of the transaction are buyers. They’re seeking a certain rate of return. You’re comparing your business not only to save alternatives like or I mean to a spectrum of alternatives and various safety like bonds, stocks, municipals, real estate. They’re also comparing it to other businesses for sale that earn roughly the same amount. You might have roughly the same growth plans. And it can be really frustrating if anyone is banging their head saying no, no, no, no, my business is special and deserves more when the market simply won’t bear it out. I think most of us on the panel have kind of learned that there’s a range. There’s a spectrum where a valuation could be within a certain range depending on certain factors. Sometimes it’s worth it to test the market to put out something at a bit higher valuation just that so you see the seller understands that the odds are going to go down the harder you push. And then one other kind of important point I want to bring up, we talked about this on an internal email the other day. A lot of times a seller will call multiple brokerages; they’ll call Quiet Light and then two or three of our competitors and that’s perfectly fine. We want you to talk to whoever you want to talk to. But one common thing I’ll hear is a seller will say to me how much is the business worth and I’ll quote a price. I’ll say I think it’s worth about a million dollars for the sake of argument and they’ll say well wait I just talked to Brokerage X and they quoted me a million two, can you get me a million two? My answer is I don’t know and neither do they. It’s not the broker that’s buying your business. It’s a buyer that we’ve not yet identified and all that all of us are doing is giving an opinion. And in some cases, it can be really detrimental to the seller to try to play brokers off each other because the broker’s tendency might be well gee if these three other people told you it’s worth more maybe I’m wrong and the price gets bid up in the sellers head. And then when you get to market the buyers; the people that are actually writing the check for the business are like what are you talking about you’re way out of bounds? So it’s really important to remember who’s the decision-maker. In my mind the decision-maker is always the person that’s writing the check for your business; sometimes that’s the buyer, sometimes that’s the banker who’s funding the buyer, but you always have to cater to that ultimate decision-maker to figure out what’s the true value.
Mark: Absolutely. So in regards to the value of your time Jason I appreciate you putting it on a payment plan for this little podcast panel because it is pretty crazy. Alright, David, over to you I want to get your opinions on this.
David: I think Jason said absolutely the best. I think the market ultimately informs everyone to pick up on what Amanda said it’s all about receptivity to that. I mean you can continue on as a business owner with a maybe like a grand ass perspective of the value of your business for a long enough period of time and as Jason said potentially go with the broker that’s gone for a particularly inflated valuation. The problem is as Jason and we all know here is that if you come out way too high you will flop in the market and it will be a long long period of time before you then eventually have to come off the exclusivity pulling down the listing and then return back to market at a later point in time often with another advisor and how many times do we see that at Quiet Light with people coming to us from a very correct or whatever having spent an awful lot of wasted time and to cut in to Jason’s point all of our time is valuable and we love the perception of it. If you’re a business owner with a great business that you want to exit your time is especially valuable. So that decision right out the gate in terms of your receptivity and so what the market will bear is arguably the most important decision when it comes to respecting your own time and getting a process done and completed and money in the bag.
Mark: Yeah, I remember probably about a year ago I was recording a potential client and then he came back and said another broker quoted me and said that they could get me this much and it was substantially higher than what I was going to; what I was quoting him at. He said and he’s going to reduce his commission to this. I looked at it and I called him and said yeah you should sign with them. How do you counteract that, right? You couldn’t really counteract that too much other than say if you really think they can get that and are being less commissioned then you should sign with them. He ended up signing with me later and we ended up getting a really good deal for him. But I think you guys point about valuations being a predictive exercise is on point. Alright, Bryan, I saved the best for last. What are your thoughts as far as these unreasonable expectations or is it just unreasonable expectations for the market?
Bryan: I think Chris and David both absolutely nailed it. And I’m glad that they took the conversation the way they did. I think the market is always going to be brutally honest and any valuation mistakes that are being made, any unreasonable expectations are going to be corrected by the market. But I think the one most important thing on this is it is going to be the market who will buy the business it’s not going to be the broker. There’s no point negotiating the valuation of your business with the broker because it’s not in the broker’s power to value your business it’s the market that values your business ultimately.
Mark: Absolutely I’m going around this out and close it up by saying one thing and that is Jason, you said this in what you brought up, if the value of your business in your head is 10 million dollars but the valuation of the market is 1 million dollars just don’t become a seller. That’s kind of the result. As far as Quiet Light Brokerage, look I know where the value of Quiet Light is. If somebody came up the street and offered me the value; the market value of Quiet Light I would say no. If they are offering me two times the market value of Quiet Light I would say no. If they offered me three times I would still say no because the value of my head for what this business is worth to me right now is way more than what the market value is. I’m not a seller; not going to be a seller for a long long time. And that’s totally fine because I love this business. I love working with you guys. Thank you so much for coming on this podcast panel. Guys give us feedback on this. Let us know what you think. If there’s something that you want us to do a panel on as far as topics let me know. If you want it to be specific in industries such as e-commerce or SaaS or content sites we can do that as well. We’ve got a wealth of experience here with the advisors and we’re about to be able to tap into them more with these podcasts. So again, thanks everyone for joining this. Let’s do it again hopefully sometime soon.
Bryan: Thanks, everyone.
Amanda: Thank you.
David: Thanks, Mark.
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