The Essentials Of Buying And Selling A Business With Cameron Kolb
29th December 2021 • Business Leaders Podcast • Bob Roark
00:00:00
00:45:18
Shownotes
Are you executing the right strategies to market your products and services? Are you planning to buy or sell a business? In this episode, guest Cameron Kolb, senior broker at Raincatcher, speaks with host Bob Roark on how business owners spend their money, time, and effort in growing their businesses. Cameron explains his company's professional process so you can start analyzing yours. He helps and guides people to get the maximum value when buying or selling their businesses. He values being true and honest to the people who are asking for their help while getting the job done. Stay tuned to know more to scale your business up!
Buy A Business: If you can make a lot more money on a bigger deal but put in a similar amount of work, you're usually going to take the bigger deals.[/caption]
Whenever I have conversations with sellers, I always try to do a preliminary search of how many practices like theirs are out there being sold. There are actually quite a few, which tells me that there's not a lot of movement especially when you look at those businesses that have been listed. One of the big challenges is finding their successor if that's going to be something they do. If not, figure out the exit plan that's going to work for their long-term goals. A physician's practice is probably one of the hardest to sell because so much is dependent on that one person, which is the physician or the group of physicians.
When you look at the small non-physician business marketplace, do you see similar problems in determining the difference between a job and a business that these folks have?
It's more prevalent in physician practices. It's the private physician practices. When you look at the small businesses, there's this threshold where you go from self-employed to a business owner. It's a mentality switch where previously I was a self-employed person. I was aware of that when I was working by myself. I knew I was a business owner in the sense that I filed all the business filings but at the end of the day, my business was me. I probably lack the drive to grow something and have that bigger business where I'm relying on a lot of people the way I'm built.
[bctt tweet="A seller’s timeline is abstract." username=""]
That's probably what happens. Sometimes, you've got some specialists. Let’s say you've got an engineer who's good at engineering things and then they realize that they need more capacity so they hired some other folks to help with all those other things but they're still doing a lot of engineering work. No more than that, that's going to be more of a self-employed even though it's more of a business.
The true businesses out there are the ones where the seller has learned how to delegate correctly. They've been able to take this wider range of tasks that they have to do when they start working. They mailed to snip off little pieces of their day-to-day to-do tasks and assign them to someone else. When you can do that and focus on being a business owner instead of a widget maker, an engineer or a physician, that's the difference between something that's going to sell on the market. It was a business or one that's going to be difficult to sell. It's probably not going to sell for much if it does.
When you run across a business owner that's considering transacting and selling their business, do you think there's a level of awareness as to whether they are ready to sell or they've got a job instead of a business?
It's a wider range. It's everything. You get a little bit of everything in our field but more often than not, a seller's timeline is abstract. It's, “I'd like to sell my business someday.” That someday is hopefully in the next 2 or 3 years, unless it's more of an urban situation. Usually, those are tied to health, family or something like that. More often than not, a business owner doesn't know what the process is to sell a business. They are not sure what the timeline's going to look like. A lot of our job is coaching and educating about what that process looks like. In terms of those self-employed folks, a lot of times, what we have to turn into is sharing that they probably are in a place where they need to do a couple of things to make their business more sellable.
We'll incorporate some coaches. We have exit planning coaches that are specifically trained in getting a business from where it is to a place that is sellable. We do that through a program called Value Builder. It's John Warrillow’s program. He's out of Toronto and he wrote a couple of books, Built to Sell is one of them. He's essentially created a program that helps coaches have a platform by which to then-coach that seller through 12 modules and 12 key areas to focus on. It's 12 modules in 1 month but there are eight key areas that I focused on.
You were mentioning the process. Let's say I'm a business owner and I'm considering selling my business now or upon advice, I'm thinking about it. Walk me through the steps or processes that you have when you have somebody that reaches out to you.
From start to finish?
If I'm the potential business owner getting ready to sell and I'm going, “What am I going to hear with their process?” Walk us through the steps.
First and foremost, high level, it takes usually 6 to 9 months to sell a business that is ready to be sold. By ready to be sold, I mean that they've got everything ready there. They've got some key employees that they've figured out the routine once the sale is done if that's the case. They're not super critical to the business's success. They're more in managing their business, oversight function as opposed to being in the day-to-day operations of a business. They got clean financials, meaning that's typically their profit and loss statement, their taxes tell the same story, which is a lot less common than you think. If there's cash, that's getting paid sometimes that's not disclosed. It's all different things like that. Let's say that you've got a business that is ready, usually 6 to 9 months from the time that they start working with us, we should look at having deal done.
That deal typically is broken into three stages. The first stage is getting the business ready to go to market then going to market and then closing the deal. In getting the business ready stage, typically we're going to do some sell-side due diligence. What we've learned is a lot of deals will look great on paper until you get into due diligence on them. All of a sudden some random thing that wasn't known will kill the deal. During that first get the business ready period, we want to find those issues now and figure out how to address them. If they can't be fixed then we need to figure how to disclose them. Someone once told me it's way better to disclose something upfront than for someone to find it out later because of the trust that gets lost along the way.
[bctt tweet="The true businesses out there are the ones where the seller has learned how to delegate correctly." username=""]
We do a lot of sell-side due diligence to dig into the company's financials, taxes, operations, staffing, procedures, all of those key elements, we're going to take a good look at, our entire team will. Once we feel good about that process then we start creating a SIM, it's a marketing booklet for lack of saying those long words again. That typically is going to take us about two weeks to do and we've leveraged our whole team. Typically, a copywriter is going to be a graphic artist and then broker, associate broker and then broker support. We're all putting in our thoughts and everything to get that SIM ready. Seller reviews it, says, “That works.” We get all of the teasers and listing information that we're going to put out to the internet. We get that all drafted and approved by the seller then we go to market.
Once we're in the market, we typically reach out to three main areas. The first area is going to be our internal buyer pool. All of the people that we've met along the way from trying to sell a business that maybe didn't buy a business because it wasn't a good fit. Maybe the time wasn't right. Maybe it cost too much, whatever but we've kept them in our database. We reach out to them because they're active buyers. Secondly, we're going to create a list of strategic and financial buyers. Depending on the size of the business sometimes financial buyers aren't relevant but strategic is almost always relevant. Strategic would be, as an example, if you've got a restaurant, a good buyer could be a catering company or it could be another restaurant or a bar.
[caption id="attachment_5952" align="aligncenter" width="600"]
Buy A Business: When you have that growth mentality, you realize that what got you to where you are isn't going to be what will get you to that next level. And you recognize that you need help, and you're willing to pay someone who's knowledgeable for that help.[/caption]
All those types of businesses that are ancillary or fits somewhere along the supply chain. If it's a service provider that you might look at getting sold to another service provider who does something similar or it could be someone who is selling the supplies to them. They might want to buy a service delivery element and add to their business. There is some strategic thought that's going to go into that, we're going to talk with the business owner themselves to figure out who needs to be on that list and who shouldn't be.
Sometimes the who shouldn't be as more important. There might be some folks that they've had some run-ins, competitors or suppliers or whatever. We always want to get the no-go list as well. Our team will reach out to them in a non-disclosed fashion. It would be vague. I won't mention the details about the business name or where it is. We're conscious of those things.
Lastly, we list the main business listing sites. The most well-known would be BizBuySell. BizQuest is another well-known one. We'll list on all those sites, depending on what's going to be the best fit for the industry and the size some bigger businesses we might list on a site called Axial. From there, our goal is to generate as much interest from buyers as we can. As those buyers come in and they sign NDAs, we qualify them to make sure that they're capable of buying a business, specifically this business and that we share some of that marketing material. The marketing book as well as some high-level financials, redacted tax is usually included in that.
We'll take the tax and get rid of all of the confidential and crucial information that we don't want getting share. Our job is have conversations with those buyers until they feel like they're at a point where they're either ready to make an offer or they're almost ready. Usually, they're almost ready. The last step is they want to have a conversation with the seller. It depends on the size of the business whether we do that or not. In bigger businesses, we save that for later. In smaller businesses, we...
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Watch the episode here:
The Essentials Of Buying And Selling A Business With Cameron Kolb
The big questions are how do business owners like us spending our own money, time and effort? How do we grow our businesses and jump the line that lets us accelerate the delivery of our products services in our community while being smart about our growth profits culture and still create a lasting value in our business? Those are the questions in this show. We'll share some of those answers. Our guest is Cameron Kolb. He's a Senior Broker with Raincatcher. Welcome to the show.---
Our guest is Cameron Kolb. He's the Senior Broker at Raincatcher. Cameron, welcome to the show. Thanks for taking the time. Tell us a little bit about your background and bring us up on where you are now. I started my professional career at Northwestern Mutual doing financial planning. We initially started with insurance and worked in the niche of business owners because we thought that was a good need there. As we expanded the team investments or more licenses they got, I started to specialize in exit planning. I worked with a lot of physicians and business owners. I did that for about six years and then, the debt in the family caused me to have to rethink things then, ultimately decided that based on what I've experienced with all these business owners and how difficult of a time they've had trying to sell their business, I thought there might be some opportunity to help essentially do business brokerage. My path after that was that I went out on my own, learned how to do business brokering, did it on my own for about five years and then was asked to join Raincatcher back in May 2021, which has just been great. I essentially went from being a solo practitioner to doing everything that there is to do with now. Now, I get to focus on what I'm great at, which is bringing buyers and sellers to the table and getting deals done. I think about the compare and contrast between the team approach to a business sale versus the sole practitioner approach to bring it to a sale. What it reminds me of is the difference between having a job and a business. For the sole practitioner, they might've been expertise that you didn't have, it might be franchising or one type of specialist event, whereas at RainCatcher, you have a depth of field. [bctt tweet="Continue learning. When you start working with people, you will realize that there’s a lot you don’t know yet." username=""] I thought I was smart then I started working with some smart people and realized there's a lot that I didn't even know I didn't know. It'll bring 4 or 5 months together on a deal we're working in. It's just made a huge difference in the execution and the progress that I've made as a business professional. I feel that one of the lots about what you can do to add a lot more value than I’m previously doing. There are different ways to sell businesses as a business broker. I thought I'd been doing it the best way and then sure enough, I learned that there are better ways to do it, which is humbling. It’s interesting to maybe expand on that a little bit. You think about, “I thought I knew this way to sell a business and then I matured or adjusted.” What was it that you used to think? What do you think now? In my mind, before joining Raincatcher, I assumed that the deal was done in the conversations between the buyers and sellers. My goal was to get people through the process, get them an NDA, get them qualified to the point where I felt comfortable sharing only information. I would keep the information relatively simple and high level with the idea of coming in or out and then get them on a conversation with the actual sellers. That's where I felt like most value was created. I didn't spend as much time on that initial document presentation. Ultimately, my goal was to find the best buyer at the moment. What we've been able to do or essentially what we look different now is we spend a lot more time on the material itself. The confidential information memorandum, that's a lot higher quality than the information I'm putting out there before. Also, one of the other key things is that we focus on the buyer process and keep as many buyers active in the same stage of the process at the same time. That way, when we're ready to call the offers, we've got a handful of buyers who are still interested. By doing that, you're able to drive the price up to essentially what the market will allow as opposed to what maybe 1 or 2 off buyers might've been on using my previous methods. It was still got deals dotted and the sellers were still happy with them but there's potentially a little bit of money left on the table just by having a better process that would do now. Some folks may or may not know the folks that have sold a business before, probably the ones that haven't may not. Is that a confidential information memorandum? Correct. Essentially, what Raincatcher has been able to do is we've taken the approach that a lot of the investment banks at a high level make boutique M&A firms do with selling a business. It's more mainstream, main street, small business but the businesses are doing somewhere between $1 million to $20 million of revenue. We brought that professional process down to that size business because it felt like there was this gap that was being served by those industries. Mainly because it makes perfect sense as a business owner, if you can make a lot more money on a bigger deal but putting in a similar amount of work, you're usually going to take the bigger deals. Having the servant heart that was always wanting to help business owners and coming from a family of business owners myself, I've got this passion and this place in my heart for the backbone of America. It's those businesses that employ way more people than the bigger businesses. There were some stats after the market events in 2008 that said 72% of all new jobs developed in this country after 2008 came from small businesses. A lot of people know that. In smaller communities and even in the bigger communities, you look around at the business owners and the employment is not the Lockheeds and Boeings in every town necessarily. I didn't come from a business family background. My father was a military and I was military. He started getting involved in the business community and my admiration for those folks that are self-starters and overcame many different challenges is like you. I'm a fan and I like watching what they do. In circling back a bit to what you said at the beginning, you were working with physicians' practices and so on in your previous life. What's your perspective on the physician professional trying to sell their practice having been through small business and exit planning now? What are their challenges? It's a unique landscape for physicians. It seems like all the big entities are essentially gobbling up all these smaller practices. To sell a physician's practice is difficult because you have to find someone who's in that same specialty and is at the perfect place in their career where they can come in and buy your practice. They've got capital, credit, the financing they need but also they've got the knowledge to run a practice within whatever specialty it is. That's what's led to a lot of those physicians having to sell to the bigger conglomerates and essentially becoming a part of UnitedHealth. Ultimately, that's what's probably caused that. [caption id="attachment_5951" align="aligncenter" width="600"] Buy A Business: If you can make a lot more money on a bigger deal but put in a similar amount of work, you're usually going to take the bigger deals.[/caption]
Whenever I have conversations with sellers, I always try to do a preliminary search of how many practices like theirs are out there being sold. There are actually quite a few, which tells me that there's not a lot of movement especially when you look at those businesses that have been listed. One of the big challenges is finding their successor if that's going to be something they do. If not, figure out the exit plan that's going to work for their long-term goals. A physician's practice is probably one of the hardest to sell because so much is dependent on that one person, which is the physician or the group of physicians.
When you look at the small non-physician business marketplace, do you see similar problems in determining the difference between a job and a business that these folks have?
It's more prevalent in physician practices. It's the private physician practices. When you look at the small businesses, there's this threshold where you go from self-employed to a business owner. It's a mentality switch where previously I was a self-employed person. I was aware of that when I was working by myself. I knew I was a business owner in the sense that I filed all the business filings but at the end of the day, my business was me. I probably lack the drive to grow something and have that bigger business where I'm relying on a lot of people the way I'm built.
[bctt tweet="A seller’s timeline is abstract." username=""]
That's probably what happens. Sometimes, you've got some specialists. Let’s say you've got an engineer who's good at engineering things and then they realize that they need more capacity so they hired some other folks to help with all those other things but they're still doing a lot of engineering work. No more than that, that's going to be more of a self-employed even though it's more of a business.
The true businesses out there are the ones where the seller has learned how to delegate correctly. They've been able to take this wider range of tasks that they have to do when they start working. They mailed to snip off little pieces of their day-to-day to-do tasks and assign them to someone else. When you can do that and focus on being a business owner instead of a widget maker, an engineer or a physician, that's the difference between something that's going to sell on the market. It was a business or one that's going to be difficult to sell. It's probably not going to sell for much if it does.
When you run across a business owner that's considering transacting and selling their business, do you think there's a level of awareness as to whether they are ready to sell or they've got a job instead of a business?
It's a wider range. It's everything. You get a little bit of everything in our field but more often than not, a seller's timeline is abstract. It's, “I'd like to sell my business someday.” That someday is hopefully in the next 2 or 3 years, unless it's more of an urban situation. Usually, those are tied to health, family or something like that. More often than not, a business owner doesn't know what the process is to sell a business. They are not sure what the timeline's going to look like. A lot of our job is coaching and educating about what that process looks like. In terms of those self-employed folks, a lot of times, what we have to turn into is sharing that they probably are in a place where they need to do a couple of things to make their business more sellable.
We'll incorporate some coaches. We have exit planning coaches that are specifically trained in getting a business from where it is to a place that is sellable. We do that through a program called Value Builder. It's John Warrillow’s program. He's out of Toronto and he wrote a couple of books, Built to Sell is one of them. He's essentially created a program that helps coaches have a platform by which to then-coach that seller through 12 modules and 12 key areas to focus on. It's 12 modules in 1 month but there are eight key areas that I focused on.
You were mentioning the process. Let's say I'm a business owner and I'm considering selling my business now or upon advice, I'm thinking about it. Walk me through the steps or processes that you have when you have somebody that reaches out to you.
From start to finish?
If I'm the potential business owner getting ready to sell and I'm going, “What am I going to hear with their process?” Walk us through the steps.
First and foremost, high level, it takes usually 6 to 9 months to sell a business that is ready to be sold. By ready to be sold, I mean that they've got everything ready there. They've got some key employees that they've figured out the routine once the sale is done if that's the case. They're not super critical to the business's success. They're more in managing their business, oversight function as opposed to being in the day-to-day operations of a business. They got clean financials, meaning that's typically their profit and loss statement, their taxes tell the same story, which is a lot less common than you think. If there's cash, that's getting paid sometimes that's not disclosed. It's all different things like that. Let's say that you've got a business that is ready, usually 6 to 9 months from the time that they start working with us, we should look at having deal done.
That deal typically is broken into three stages. The first stage is getting the business ready to go to market then going to market and then closing the deal. In getting the business ready stage, typically we're going to do some sell-side due diligence. What we've learned is a lot of deals will look great on paper until you get into due diligence on them. All of a sudden some random thing that wasn't known will kill the deal. During that first get the business ready period, we want to find those issues now and figure out how to address them. If they can't be fixed then we need to figure how to disclose them. Someone once told me it's way better to disclose something upfront than for someone to find it out later because of the trust that gets lost along the way.
[bctt tweet="The true businesses out there are the ones where the seller has learned how to delegate correctly." username=""]
We do a lot of sell-side due diligence to dig into the company's financials, taxes, operations, staffing, procedures, all of those key elements, we're going to take a good look at, our entire team will. Once we feel good about that process then we start creating a SIM, it's a marketing booklet for lack of saying those long words again. That typically is going to take us about two weeks to do and we've leveraged our whole team. Typically, a copywriter is going to be a graphic artist and then broker, associate broker and then broker support. We're all putting in our thoughts and everything to get that SIM ready. Seller reviews it, says, “That works.” We get all of the teasers and listing information that we're going to put out to the internet. We get that all drafted and approved by the seller then we go to market.
Once we're in the market, we typically reach out to three main areas. The first area is going to be our internal buyer pool. All of the people that we've met along the way from trying to sell a business that maybe didn't buy a business because it wasn't a good fit. Maybe the time wasn't right. Maybe it cost too much, whatever but we've kept them in our database. We reach out to them because they're active buyers. Secondly, we're going to create a list of strategic and financial buyers. Depending on the size of the business sometimes financial buyers aren't relevant but strategic is almost always relevant. Strategic would be, as an example, if you've got a restaurant, a good buyer could be a catering company or it could be another restaurant or a bar.
[caption id="attachment_5952" align="aligncenter" width="600"] Buy A Business: When you have that growth mentality, you realize that what got you to where you are isn't going to be what will get you to that next level. And you recognize that you need help, and you're willing to pay someone who's knowledgeable for that help.[/caption]
All those types of businesses that are ancillary or fits somewhere along the supply chain. If it's a service provider that you might look at getting sold to another service provider who does something similar or it could be someone who is selling the supplies to them. They might want to buy a service delivery element and add to their business. There is some strategic thought that's going to go into that, we're going to talk with the business owner themselves to figure out who needs to be on that list and who shouldn't be.
Sometimes the who shouldn't be as more important. There might be some folks that they've had some run-ins, competitors or suppliers or whatever. We always want to get the no-go list as well. Our team will reach out to them in a non-disclosed fashion. It would be vague. I won't mention the details about the business name or where it is. We're conscious of those things.
Lastly, we list the main business listing sites. The most well-known would be BizBuySell. BizQuest is another well-known one. We'll list on all those sites, depending on what's going to be the best fit for the industry and the size some bigger businesses we might list on a site called Axial. From there, our goal is to generate as much interest from buyers as we can. As those buyers come in and they sign NDAs, we qualify them to make sure that they're capable of buying a business, specifically this business and that we share some of that marketing material. The marketing book as well as some high-level financials, redacted tax is usually included in that.
We'll take the tax and get rid of all of the confidential and crucial information that we don't want getting share. Our job is have conversations with those buyers until they feel like they're at a point where they're either ready to make an offer or they're almost ready. Usually, they're almost ready. The last step is they want to have a conversation with the seller. It depends on the size of the business whether we do that or not. In bigger businesses, we save that for later. In smaller businesses, we...