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Buying or Selling a Business

What's wrong with the picture?

By: Theodore P. Burbank

Buying or selling a business is not easy.  Essentially all Business Buyers, Business Owners and Business Brokers do not get a passing grade. In fact, results are poor to horrendous across the board. The question was why and how could results be improved?  It took a combination of events and more than a year for us to find the answer but find the answer we did :-)

First - What are the odds of success?

The success rate by those attempting the sale

            §         Business Owners selling on their own                 2%                     Burbank Group, Intermediaries survey of 200+ FSBO

§         Real estate brokers selling businesses *            5%

§         Business brokers  *                                      14% to 25%            * Business Brokerage Press survey

§         Intermediaries and Investment bankers             90+%                

If large companies can be sold ninety plus percent of the time why couldn’t small and mid-size businesses enjoy similar success?  It took a long time and a lot of experimentation but we finally developed a system where 90+ percent of all businesses using our straight forward, easy to follow Business Selling System, sold!  

Don't most small businesses eventually sell?
No - Our research and a survey of more than 5,000 franchised businesses indicates:

  • Franchises - essentially 76% closed    24% Sold  (How many simply sold assets is unknown as is whether the franchisors, brokers etc. assisted in the sale) Why would a franchise simply close when the franchise document itself costs thousands?

  • Our survey of one hundred and fifty business owners who, over a period of several years, had told us they intended to sell their their business by themselves.  Their results:
          *  70% the telephone was disconnected
          *  28% had given up thoughts of  EVER selling
          *    2% had been sold

Do most people attempting to buy a business find one to buy and how do they find it?
One has to interpolate this answer from the records of business brokers to estimate the answer as no other record of buyer activity currently exists.  Based upon business broker records, one in twenty buyers in the hands of a rookie broker could be predicted to make an offer to buy a business.  A rookie usually needs three offers to have one sale.  

Success rates improved when experience brokers were involved to one sale for every twenty buyers.  Intermediaries, dealing with individuals as buyers rather than corporate or strategic acquirers, usually place one of six buyers into a business.  The ratio of individual buyers to sale could be as high as one of two, if in the hands of an exceptional intermediary.  Buyers who engage a professional to conduct a  a pro active acquisition campaign on their behalf are successful ninety plus percent of the time (based upon our experience). A summary of the success of buyers by options available:

Success Rate

Buyers on their own                     estimate  2%       

With a rookie broker                                    2%

Experience broker                                        5%

Intermediary                                               17%

Exceptional intermediaries                         50%  

Professional pro-active campaign               90+%

The fact that essentially all large private businesses sell gave us confidence we could improve our rate of success with small and mid-size businesses.  It took us over a year to develop an improved process and even longer to refine it but we were successful and eventually would sell essentially every business "listed."  We also refined a process that allowed business buyers to enjoy a similar rate of success in finding and buying a business that was right for them.

An overview of where we started from and how we got to, dare I say, "doing it right" is summarized below.


Lesson learned 
Business owners and buyers chances of success appear to be about 2% if acting on their own without proper preparation or education.  Chances of success improve with level of preparation and understanding buyers and sellers have of the unique environment surrounding private company sales.

§         Business owners and buyers do not understand how to buy or sell a business and we had to show them how

§         Rate of success increased in direct proportion to the  preparation and guidance we provided both buyer and seller

§         Successful brokers/intermediaries are educators first and salespeople second

§         Buying a business does not follow the usual buying/selling protocol

§         The process of Buying/selling a business is unique yet straight forward  

Action taken
We began a program to develop and refine tools, processes and procedures to assist in educating buyers, sellers and ourselves in becoming more effective buying or selling a business.  The journey to more effectiveness took us (my office of twenty business brokers) over a year to complete and even longer to refine.  The trip was worth it as eventually we were successful in selling essentially every business for our client companies and dramatically increased our success in matching buyers with the right business.  My top two associates consistently would sell one business for every two buyers they worked with for a success rate of fifty percent.

Here’s a concise summary of how we did it.

Sell side:
Wall Street Investment bankers and the Merger & Acquisition (M&A) people servicing very large private companies and public companies enjoyed a success rate of basically 100% in satisfying their client companies’ objectives.  My M&A manager came from Merrill Lynch where he headed up Merrill’s M&A activities with private companies.  

What we did was essentially adapt the successful methods employed when selling a large company to be appropriate for selling small and mid-size businesses.  The result was that the selling process was broken down into two steps instead of the usual one.  No longer would we take a listing and then right away begin the selling process. 

First Step – purely advisory, with no “Listing Contract” involved.  Business owner could decide not to sell, postpone sale, sell on their own, proceed with a sale or close down.  They were free to decide whatever they decided was in their best interest based upon solid information.  

A “Pre Sale Rw” is performed as part of the first step so as to identify:

  • Characteristics of the Best type buyer to attract
  • Identify Buyer types to be avoided
  • Prices the different type buyers might be willing to pay
  • Amount of third party financing available
  • Amount of seller financing that might be required to maximize value
  • Probable amount of cash at closing
  • Estimated cash price if seller financing was refused
  • Action items long and short term to increase value
  • And more

Our report was designed as an educational tool and therefore included more than just numbers.  The report writer and valuation software included with our products for Business Owners and Brokers produces this same report. as does Lighthouse Financial. LLC (a sister company) should you wish to have someone prepare such a report for you.

Second Step Sale of company
The actual sale of the company became easier because we knew the type of buyer we wanted and therefore knew how to position the company so the opportunity the business represented would be fully recognized.  Because we knew the type of buyer we were after we also knew where to “go fishing”, write the ads etc.  This process increased our effectiveness rate in selling businesses to over ninety percent! 

The Good News!

The SECRETS to our success are revealed and explained in the books and software we developed especially for Business Owners and Business Brokers. 

Buy side

The buy side process was divided into two steps also.   

Step One - Buyer Profile and Business Identification
We developed a workbook of twenty plus pages to assist our customers (business buyers) in identifying their skills, strengths, preferences, resources and needs.  We explained to our prospective buyers that we were, in essence, interviewing future presidents for our client companies.  We emphasized how important it was they had the skills and resources the company needed in a new president.  Ideally the company would need a person with their skills etc. in order to progress to the next level.  Their ideal company should have all the right things wrong with it and they should know how to make the needed improvements.  The workbook would be mailed back to us to review prior to our second meeting.  

There is something wrong with essentially every business and we realized that matching our customer’s skills etc the needs of our client companies would be the best way to produce a win-win for them and a commission for us.  The buyer would recognize that “All the right things are wrong” and our seller would be confident in the buyer’s ability to take their business to the next level and therefore more comfortable providing some financing.  

The next portion of this first step was to understand what information and knowledge our customer required and then to provide the information or education before it was needed.   We are leaving a lot unsaid here as this article is meant to be a concise overview and not a manual.  Detailed information is found in our Business Buyer' Tool Kit however.

Second Step – Locate, analyze, value, finance and buy the business.
This is where the quality of the first step pays big dividends for everyone.  Just as with painting a house, a quality job does not start with the slapping on of paint.  We know what we are looking for so time is not wasted touring endless numbers of businesses simply because they are for sale.   

When the right business appears to be found the ‘due diligence”, valuation, structuring, arranging for financing and the rest is relatively straight forward because the process is approached in the proper sequence.  

Before we developed the two step process for buying a business we would interview twenty business buyers for every business sold for a success rate of five percent!  The two step approach increased our success rate dramatically.  My top associates consistently were able to place one of two buyers into a business while the office's overall success rate rose five fold.

Good News for Business Buyers
The Secrets to success in finding the right business and paying a fair price are revealed and explained in the book and software that comprise our Business Buyer's Tool Kit.

The Business Buyer’s Tool Kit is actually a replication of the ‘buyer education” and workbook used by my associates in helping business opportunity seekers identify and purchase their ideal business.  

For those who want to further increase their chances of success in acquiring a business, the option exists to engage a professional to conduct a pro-active business acquisition search for you.  Lighthouse Financial, LLC offers this service on a limited basis and this option might be something for you to consider.

I sold my brokerage practice in December of 2002 and subsequently have spent my energies developing tools for business brokers, owners and buyers.  My objective is to memorialize the efforts of my associates and staff and help all, buyers, sellers and brokers, become more successful when buying or selling a private company.

 

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