Mar 24, 2020
One of the biggest challenges we face as business brokers is getting sellers to understand that we too are entrepreneurs. Getting people to do a valuation is one of the biggest hurdles because many think that just staying afloat is the goal, and the rest will come later. Sometimes later is too late.
Today Joe and Mark are back sharing how to get valuation right. At Quiet Light we work hard to educate and help people find the growth paths that will get them the most value for their business in the event of a sale. We have a ton of experience in giving valuations and can guide current and future sellers to profit. When you build a great business with buyers in mind it will make the transfer so much easier.
Joe: Mark, one of the biggest challenges that we have as business brokers is conveying to people that we’re entrepreneurs first. We’ve all been in their shoes. We’re technically still entrepreneurs, right? We run Quiet Light Brokerage. And getting people to get beyond the mindset of running their business and saying I’m not ready to sell I don’t to have a conversation about exiting to actually thinking well in advance of an exit is one of the biggest challenges and honestly, it’s frustrating. It’s frustrating for me and that’s why we work so hard to educate and help and we do this podcast so we can get more people thinking well in advance of their exit. But I want to ask you as the original founder of Quiet Light Brokerage, the man with so many stories to tell, why in your opinion should somebody even plan their exit and give it thought well in advance of selling their business; what are the benefits?
Mark: Boy that’s a big question and I could actually give you a number of benefits and since you put me on the spot I don’t have them in order in terms of what I would think would be the most important. But I’ll start with this one which I think might not be the most important reason but I think it might be the most applicable for most people. It will resonate with most people and that’s this, having a business that is valuable in an exit usually means you have a very valuable business to own. That’s the number one reason in my opinion. So let me explain that and flesh that out a little bit. Obviously, if somebody is willing to buy your business for quite a bit of money; let’s say they’re willing to pay a four-time or five-time multiple, what they’re seeing there as a business that is desirable to own, it is going to grow, and it’s going to kick off a lot of cash in the future which obviously if you come to me or come to any entrepreneur and say do you want to own a business that doesn’t require a ton of work has a lot of upsides and is consistently throwing off money most people would say yes, right? If we talk about the four pillars which we do so often here, do you want to own a business that has a low-risk profile and good growth prospects as the two first pillars? Yes, most of us want to. So the first reason I would say is when you go through the process of planning to sell even if you decide not to sell your business the result of it is that you have a business which is more stable, you know the growth paths available to your business, and you have great documentation in place for the business. So that’ll be my number one reason right out the gate. And I don’t know if you want to discuss that or I can give you a couple of others if you want.
Joe: Yeah well let’s first tell the folks listening that there is no special guest today it’s you and me and we’re going to talk through…
Mark: I’m special Joe. You’re special. I am special.
Joe: Actually, I just gave you hosting privileges on this.
Mark: So we’re special.
Joe: Technically I’m the guest and then I’m not special. Hey, we’re not having anybody on today because Mark and I have a ton of experience at this. We do valuations every day so we want to talk about the reason to have one done and then what we do. We’ll talk about what goes into it, and what we discovered, and what we learned along the way. So yes Mark if you want to talk first about that first example that you gave an elaborate on it a little bit we can do that and then go into some details on what it’s like to get a valuation and what we do here at Quiet Light Brokerage when we put someone through the process.
Mark: Oh sure. Actually, I do want to get to the other reason because these are the two that were kind of vying for my attention when you first asked that question. The second reason is that you just really don’t know what the future holds. In the 14 years of doing this; at the time of this podcast almost 14 and a half years that I’m doing this, the number of clients that I’ve run into that are unprepared for the sale is exceedingly high and the number of clients that are unprepared who wish they had planned in advance is almost universal. So if you find that you’re unprepared to sell you you’ve reached that point where you want to and you realize you aren’t there yet there’s often some sort of regret. It’s kind of like thinking about the person who goes into the dentist for a root canal wishing that they had visited the dentist more frequently before. That inconvenience at the time would have paid off. Or for the person reaching retirement age wishing they had done more to plan their retirement. There are so many of these examples where especially entrepreneurs would get focused on the here and now today which is important. Obviously, we need to take care of that without the eye towards tomorrow that when tomorrow comes it often takes you by surprise. For entrepreneurs, we’re in such a really cool spot. We have an opportunity to generate income that frankly people in the regular business world or regular careers don’t have the opportunity to make. The tradeoff is some of that stability that you would get in the corporate office world and maybe some of the benefits and everything else that goes along with that. But for us, the benefit; the gain is the income potential but also what most people fail to see is the value of the asset that they are building in and of its own right and that alone can lead to early retirement, that can lead to being able to invest in much larger projects, that can be catapulted into something significantly bigger. But it does not happen if you build an asset which can’t be sold. And so not only is it good to own a business like this because it follows basic business principles of having a low-risk profile and high growth opportunities and is usually very well documented which is a good thing; it ties into those two elements but it also gives you financial flexibility for the future and also career flexibility for the future as well. And if you don’t do it the flip side is you can build yourself a prison which I’m sure you’ve seen a few people build prisons for themselves and their businesses.
Joe: That’s very, very hard. You want the independence and life of an entrepreneur and you’ve built yourself a business prison that you can’t get out of and you just can’t get ahead. But let’s ask this; people ask me these questions all the time, we have a conversation about exits and valuations all the time so I mean I’d just grow you with a few here. Number one how long in advance should somebody do evaluation and plan their exit? We always hear I’m not ready to sell, why should I talk to you now?
Mark: At least 12 months, right? I’m working with a client right now and they wanted to do evaluations, see where they’re at financially and I said that’s great send me your P&Ls and your balance sheets and they did which is awesome. I had a chance to review them and I had some further questions for them. Nothing came back so I bugged them about it and nothing came back. I finally bugged them again and they said well you know what we’re doing is we’re actually going through and we’re eliminating some of these discretionary expenses, we’re going to be doing this, that, the other thing and alarms are going off of my head because I see them taking some tax that they probably shouldn’t be, right? Okay, I understand where you’re going. For example one of the things that they’re doing is they’re cutting back on advertising spending in order to grow their bottom-line earnings. Well, let me ask you, Joe, what happens when you cut back on advertising?
Joe: That’s a big no-no. It’s convergent graph lines, right? Discretionary earnings go up and your total revenue goes down.
Mark: Right. Yeah. Nobody likes that alligator going to the left. Because if you see a graph where the revenue is going down or earning is going up we know that earning is going to go down in the future or to regain the momentum you have to outspend on advertising in most cases. To make it a more efficient one thing but that’s on another. So how long; sorry, you asked me a question and you know me, I won’t shut up. 12 months at a minimum? I would recommend 24, even 36 if you can just because if there’s big changes that you want to make; let’s say that you really want to explore that new product line, give yourself some runway to be able to plan that out.
Joe: Okay, how much does it cost to do a valuation?
Mark: Well it doesn’t cost anything.
Joe: Why? If it’s free what’s it worth. I don’t understand. What’s the business model? You’re doing valuations for nothing.
Mark: Oh you convinced me. If somebody wants to do a valuation of myself you’re going to be paying a lot of money. So for us, it makes sense, right? I mean the number of times when I’ve started Quiet Light and was working with clients in the early days so many clients were being turned away because; not in saying I won’t work with you but I would do the valuation. They say I’m ready to sell my business and I take a look at it and Joe you know the conversation. You and I had this conversation. And I looked at your business and I said okay right now it’s worth X but Joe if you wait a little bit time, do some of the things that you’re doing right now, actually, you’re doing a lot of good things, just wait a little bit you’re going to add this much value to your business. Other people it’s a little bit different, right? It’s hey you know what you have your name, you are a doctor and you are selling an information guide about how to take care of athlete’s foot. And your name is plastered all over this. Well, guess what? That’s not a transferable business because everyone’s buying it based on your name. So I’m going to have trouble selling your business and if we do sell it it’s going to come at a discount. But Mr. Doctor athlete’s foot if you take your name off of this and show us that it can run for 12 months just as well if not better than it is right now without your name plastered all over it instead of getting maybe a 1½ multiple you’re going to get like a 3.2 or 3.3.
Joe: And who does that benefit?
Mark: That benefits the client.
Joe: There are three parties that it benefits.
Mark: I’m being quizzed here.
Joe: You are being quizzed. So it benefits the guy who’s running the business, it benefits Quiet Light Brokerage which is a weird model, right? We do it for free folks but in the long run, it benefits us because you’re going to have a more valuable business. But there’s this third party that benefits as well and that third party…
Mark: Is the buyer.
Joe: Right. They might eventually become our clients as well too. So it’s an odd model. As my mentor said, Joe, it seems like you guys are giving things away for free on a hope and a prayer that they’ll come back to you someday. And I said exactly Walter that’s what we’re doing and it works very well. We’re building relationships and building trust and we’re helping first. And strangely the more people we help the more our business grows and the more valuable their businesses become and the more buyers buy great businesses. And it’s an endless positive cycle and works very well. With that said I remember being at eCommerceFuel a few years ago and I came back; I sat at the bar with one of the presenters, I cannot pronounce his name. All I know is he swore a lot on stage but he was really good. He was really good and I had a beer with him afterwards and he said something like well I’d have a valuation done but honestly it’s free I’d feel like I’m committed to you. I’m obligated to you because I didn’t pay you. If I pay you I can just walk away. And it’s an interesting viewpoint but we are all about relationships and we want to help. We want to get it done. And the more conversations we can have well in advance of a sale selfishly it makes it a lot easier for us when it comes to the time to list your business. I’m in the middle of a valuation right now where there are two brands in one seller account and there’s a royalty arrangement and they have a coaching business and different LLCs. It’s just a mess and the add-back schedule is getting deep and long. It’s almost as long as the P&L itself which raises the antenna of the buyers. We don’t want that. We want to have this clean business presentation as possible. So I’m with you 12, 24, 36 months in advance. Have the conversation. Get an education on the value and the process of maximizing the value of what is likely your most valuable asset. I was having a conversation with Mike Jackness a few weeks ago and we’re doing a presentation it was actually at eCommerceFuel and he said the problem is you can’t talk too much about exits and planning with these guys. They’re doing all they can just to keep the wheels on the bus, to keep revenue going, and not run out of inventory, and do all these different things. I’m like yes, yes, yes, but when they have a clear vision of the value of the business and the view of an eventual exit when the wheel falls off and they’ve got to put it back on it’s a lot easier because they still know where they’re going. Otherwise, they’re just wandering aimlessly trying not to run out of inventory; solving problems without an end goal in mind which is it’s exhausting sometimes.
Mark: Yeah and I want to comment on one aspect here about the idea of benefiting the buyer because if you’re a business owner you might be thinking well I don’t really care about the buyer at the end of the day. I mean I care but when you talk to entrepreneurs and sellers sometimes the approach they take is yeah I hope that the buyer does well with it but that’s definitely a footnote compared to what they get out of the sale and understandably so. I’m not criticizing anyone who has that sort of attitude. But in your opinion, Joe why should the seller care about whether or not the buyer gets a good deal? Not a good deal as far as discounted but a good business that they can make a good return on investment on.
Joe: Yeah that’s actually not very complicated. It’s when you do the right thing you will be rewarded. If you build a great business that checks all of the four pillar boxes, that really highlights all of the financial key metrics in a very, very positive way; and these are things that we do in the valuation folks when all of those things are you know 8s, 9s, 10s or a really solid green light guess what? That buyer is going to pay you more for the business. They’re going to pay a higher multiple with better terms and it’s going to be an easier transaction for you. Most people that are selling their businesses sometimes it comes down to okay like Quiet Light Brokerage we had 2½ offers for every listing that we put out there in 2019. So buyers are liking our listings, they’re liking the way the packages are put together because we work with our clients for a long time and sellers sometimes have a choice. And sometimes they want to choose who is going to be easier in the transition afterwards. When you build a great business and you think of your eventual buyer in mind that transition is going to be easy because you’ve got SOPs in place, you’ve got a long communication with your broker advisor here at Quiet Light that’s going to talk to you about all of those different things and making that transition easier because that’s one of the four pillars; the transferability of the business and all the things that generate revenue for it. So now you’re asking a short question and I’m giving you a long answer, it’s the buyer will pay you more, as simple as that.
Mark: The buyer will pay you more. I would also add on there that I think we are quick to dismiss the power of relationships and the people that you’re going to meet when you go to sell your business. These are really important things. I had a situation; as you know I have another business besides Quiet Light Brokerage that doesn’t take up a lot of my time but I ran into an issue the other day. It was a really complex difficult issue but the seller and I are friends at this point. We know each other pretty well and I hadn’t run into this before. So I sent him an e-mail and said hey how have we dealt with this before he came back with a nice long response and insightful and everything else. It was a really good resource for me to have and he and I are on good terms because he’s treated me fairly all along and built a business that was worth buying, to begin with. He’s a valuable asset and if I ever want to do new things in this space he would be somebody that I would look to partner with because he’s already skilled in this area. And when you’re selling your business you’re typically selling to somebody who is highly skilled and a successful entrepreneur in their own right. Isn’t that a good person to have you in your Rolodex? I don’t want to overemphasize this point and say this is the only reason you want to do it. I think what you listed Joe what you explained I think that is really where you want to put the focus and emphasis. But there’s a whole host of ancillary benefits to creating a transaction that benefits yourself first, the broker who is going to be working with you and your team your partner with you, and also that buyer making sure that they have a business that they’re going to be able to succeed with.
Joe: Let’s talk about what we actually do in evaluation.
Joe: I’m going to kick this off. One of the first things that; I’ve got a call this afternoon at 4:00 today I’m doing an initial valuation call with a couple of very experienced entrepreneurs. The first thing we need are financials. So as an entrepreneur, as a business owner, if you’re not able to run a profit loss statement with a monthly view going back more than 12 months we’re not going to be able to do a full valuation because the full valuation does a year over year comparison. I’m going to look at January of 2020 versus January of 2019 and hopefully ‘18 and so on. And that’s part of the financial key metrics in terms of where the top-line growth trends are, where the advertising cost as a percentage of revenue is, and where it’s trending. Is it seasonal? We’re going to talk about the timing of listing a business sale. Even if you’re looking three or four years out we’re going to talk about some of those things and we’re going to see all of that with the detailed financials. Now today Walker wrapped up a long email chain between all of us where he had a client trying to do a valuation and get his business listed for sale and all he had were quarterly P&Ls. What’s the problem in your view Mark with quarterly P&Ls versus monthly P&Ls?
Mark: It’s just the level of detail, right? I mean I can go backwards. I can take monthly P&Ls and go over to quarterly and I didn’t comment; we had a discussion about this within the company and I didn’t comment on it before everything resolved themselves. There are some businesses frankly that I think quarterlies worked really well for and probably better for; businesses with lumpy income benefit from having a little bit larger of a lens that we’re looking through to even that out so we can see what the real trends are. But it’s good to have that option to be able to go to monthly because you have more detail. What you pointed out Joe and I think it’s a very good point is that when you get into the transaction and let’s say a buyer places an offer we get past a quarter and let’s say that we’re month one into the quarter, most buyers before they close on a transaction want to know what the business has done over the past month and that time that they’re doing their due diligence. Did it completely blow up while they were doing that final piece of due diligence? So they’re going to ask for these updated numbers along the way as they’re going through the process. Well if you have to wait two more months in order to close to be able to get reliable updated numbers that’s just going to extend your timeline, introduce further risk that something happens and the buyer has to pull out and will disadvantage you in that way. And again the lack of detail when I’m doing analysis on a business for a valuation I love looking at the trends I like looking at year over year trends and really I start to look at the different months. And it’s surprising the number of businesses that obviously November December get a spike are pretty high but let’s say like home and garden stores often get a bump right around April or May so that’ll be a second quarter. Maybe it spans two different quarters and you really get a sense for how does this business breathe over the course of a year. Right?
Joe: So we’re going to look in great detail at the financials. So we want you to run a profit and loss statement for me to Quick Books or Xero with a monthly view going back as far as you can up through the most recently reconciled month. If it’s an e-commerce business we definitely want to get those P&Ls on an accrual basis. If we can’t get them on accrual basis because you do cash accounting at some point we’re going to have to find a way to flip the land cost of goods sold to accrual. Why? Because if a business is growing like crazy you’re taking a lot of cash flow from the business and putting it right back into more and more inventory and that’s going to depress your seller’s discretionary earnings. And your business is a multiple of seller’s discretionary earnings which is net income plus add-backs equals SDE.
Mark: Yeah I want to talk about this accrual basis because I’m seeing this more and more. People are hearing us, they’re hearing this message, and I’m seeing more and more books delivered to us on a false accrual basis is what I would call it. So here’s the problem, bookkeepers don’t like to do accrual basis accounting because it’s hard. It takes more work. It takes more reporting on a monthly basis. They need to dig in, see what you sold, tie that back to the cost of goods sold, and record that. What I’m seeing pretty commonly here is accountants who make a year-end adjustments for the cost of goods sold. And so what you end up seeing is cost of goods sold seems kind of flat or kind of lumpy all throughout the year and then in December all of a sudden everythings out of whack. It doesn’t match up. Speaking about the monthly one of the elements that a buyer is going to evaluate when looking at your business if you’re selling physical products business or even if you’re selling; you can do this if you’re SaaS business as well it’s just a cost of sales numbers out of the cost of goods sold. One of the key metrics we want to look at is your business getting more expensive to run; in other words, if you’re consistently bringing in 5 million dollars of revenue what does it cost to generate that 5 million dollars of revenue? Are your products getting more expensive? Have you had a discount on those products over time? Are there periods during the year where you have to do one or the other? If you are in SaaS business are the cost of sales going up; your commissions that you’re paying out the salespeople if you’re on a commission sales basis. You can’t get these numbers unless you’re on accrual basis accounting. And a buyer, a smart buyer, if you want to sell to a smart buyer will want to see this information to see is this trending in the right direction and if not then we need to work this into the valuation; so monthly accrual.
Joe: When this false accrual practice is done it’s generally done by a CPA not a bookkeeper because they’re doing some adjustments for the end of the year. Although just to be clear everyone if you’ve got an e-commerce business with physical products you are going to file your taxes on a cash basis. But when you’re looking at the value of your business we need it on an accrual basis. You should have a CPA for your taxes. You should have an e-commerce bookkeeper for your daily, monthly, quarterly profit and loss statements. You should not in my opinion or view do that work yourself anymore if it takes you three or four hours a month you’re worth more than the $400, $500, or $600 a month that a really highly qualified e-commerce bookkeeper is going to charge you.
Mark: Yeah and we’ve made this point before but I’ll make it again. It all depends on how you enter the information or your bookkeeper how they enter the information into whatever accounting software you’re using. If you enter the information as an accrual basis you can flip to cash with a click of a button. It’s very easy to do.
Joe: Very easy, yeah.
Mark: If you enter your information into your books on a cash basis you can’t flip it to accrual. I mean you can, you’re just going to get the wrong numbers, right? The software is stupid in that way. It’s going to try and it’s going to calculate it but you’ve entered the data wrong. So if you entered it in as accrual you can file in cash, that’s totally fine. But for the sake of accuracy, you should be entering it or having your bookkeeper enter it in as accrual. And ask your bookkeeper this too, when I hired our bookkeeper I asked them; I sent them an interview, a written interview and I asked them to explain what accrual accounting was. I know what it is but I wanted to see could they explain it. And I was shocked at the number of foot keepers that couldn’t explain it in a clear, concise way.
Joe: It’s not hard guys. Just we’ll move beyond this make your eye bleed accounting part of the conversation. Look up cost of goods sold accrual formula. That’s all it is. It’s beginning inventory plus purchases minus ending inventory on a monthly basis. That’s ideal. But the point; one last point is that if you spend a million bucks a year on inventory and you’re just doing adjustment or a guess we have to flip things sometimes to accrual. If you’re off by 1½%, that’s $15,000. If you’re spending a million bucks on inventory, you’re spending a lot of money; you may be doing 4 million 5 million dollars a year in revenue which probably means you’re doing $750,000 in discretionary earnings. You might be at a four-time multiple at that point; four times the $15,000 that you got wrong on the inventory is $60,000 that you’re not putting in your pocket in the sale of your business because you wouldn’t spend $500 a month on an e-commerce bookkeeper. Or you’re overcharging your buyer by that 15,000 times four because you guessed on the wrong side and things are going to fall apart or go off the rails in due diligence. So get it right, build trust, and move on. Okay, so first thing we need is a clean professionally done profit and loss statement with a monthly view. We’re going to import that into the Quiet Light Brokerage import system. We’re going to normalize the P&L. If you’ve ever looked at our listings folks you can see they look pretty much the same; our profit and loss statements. We do that because we see them in every shape, size, quantity, format, PDF, Excel. I mean it’s crazy I’m surprised somebody hasn’t mailed in a napkin at one point or another to Quiet Light.
Mark: I had a notepad document once on a 20 million-plus business.
Joe: We don’t want our buyers to see that so we import it. We have an importing process where we’re going to pull it in and we’re going to analyze the key metrics; the financial key metrics that buyers over the last 14 years have told us this is what we look at. They’re looking at top-line revenue trends. They’re looking at gross profit, trends, shrinking or growing, and then they’re looking at advertising cost as a percentage of total revenue and how it’s trending. As Mark said earlier you could be spending a lot of money on advertising in the last six months to drive top-line revenue or the reverse and it all weaves together in a web, right? I’ve had a listing for sale last year and the seller said I handed my advertising off to a VA in late spring last year and I let him run it and five months in I realize things got out of hand and I pulled it back and took it over myself. We do a recorded interview just like we’re doing right now on Zoom. We do it on video, we do it on audio, that’s part of the package when a business is for sale. And that question may come up then it also may come up in the written client interview and then guess what it all weaves into the profit and loss statements and the financial key metrics when then you can go and look at the advertising trends going yeah look at that Joe was right in July, and August and September the numbers were up and advertising was 17% instead of the normalized 12% that it’s been for the last three years. So you can see those different types of things. I had a situation just last week where I was looking at a profit loss statement where the ad spend went through the roof in December but revenue went down. That tells a story that he’s struggling against competition and it’s not really working out. He’s spending a lot more money but sales are going down and lo and behold January and February are down as well. The numbers tell a story so the first thing we’ve got to get are the numbers, right Mark?
Mark: Yeah. And I’m going to share something here Joe that I think was last week or maybe the week before, you actually did a valuation on Quiet Light brokerage.
Joe: I did.
Mark: Which was done not because we’re looking for a buyer although if somebody wants to offer us 30 million dollars let’s have a conversation. More importantly you wanted to look for areas of wasteful spending on our part and also key trends for the business as well. So let’s think about this in terms of not selling our business, let’s think about this in terms of business owners who want to run their business efficiently. Let’s say you take the last three years’ worth of your P&Ls and they’re done on a true accrual basis and you take a look and you see that your gross profit margins have gone from 60% and they’re dropping down to 52%. Now you might know why that’s happening, you might know what’s going on there but you can also identify that as a trend that if you were to correct that trend it’s going to help the business. I worked with a client; I’m actually in the middle of doing a valuation for them and they keyed in on this on their own. They were very proud of this. They said look our gross profit margins are 42% right now but what we did over the course of the past year our revenue is down because of a very explainable reason but what we did is we found a product line. We found a method here to increase our gross margins from 42% upwards to 54%, 55%. We were able to test this on a singular product and it worked well and we plan to expand this. Well look what happened by looking at their margins and understanding the margins and understanding that’s an area of opportunity they’ve uncovered a huge avenue to growth which is replicable and from a valuation standpoint it’s great but from a business ownership standpoint, it’s even better for them because now they can charge a charge more, pay less. Who doesn’t want that, right? So let’s exercise; again you asked why should we do a valuation beyond being prepared to sell should that they arise? It’s a valuable exercise to do as business owners.
Joe: I got an email the other day and it was from somebody named Anthony; let’s leave it at that. And he wrote Joe this is really, really insightful. I had certain financial goals in the business and now I realize I’m that much closer to them than I ever was. This is making it so much more exciting to run my business every day which is exactly what it truly is. In that situation we determined, he determined; he came to the table with they’ve decided to charge shipping on items over a certain dollar value and that was going to add their estimate was $180,000 in additional discretionary earnings over a 12 month period. And then they had renegotiated cost of goods sold, they were going to save about $2 a unit and that was going to add $200,000 in total discretionary earnings over the next 12 months. That’s $380,000 right there and with another $400,000 now they’re at $680,000 they expect to be adding 2020. It’s getting that much closer to their exit goal and it just defogs their window put your high beams on you can really see that much better when you’re running your business it makes it that much more exciting. A lot of the things that we do talk about beyond the financials, Mark; it’s not just about the numbers folks, it really starts with them. It’s funny that it starts with them but that’s pillar number four, documentation. Let’s talk about the other three pillars briefly, Mark. Go ahead and tell me what the other three are.
Mark: Risk, growth, transferability.
Joe: It took me a while to remember what all four those are and I’m going to hold this up everybody; anybody that’s on YouTube. I still have this on my desk after eight years. It says what they all are right there.
Mark: I didn’t make it memorable enough.
Joe: Risk, growth, transferability, and documentation.
Mark: How are you as a student in school? I’m just curious.
Joe: Oh I fell asleep in accounting class I tell that story all the time. And the bottom part of that; oh look at that I forgot to turn my phone off you’re hearing my Twitter.
Mark: I heard a bird.
Joe: The bottom part of that note there was that our business is relational, not transactional. I need reminders every day. Anyway, risk, growth, transferability, and documentation; we’ve talked about number four, risk. I’ve got a business that should be closing in the next few days and 70% of their revenue is from one SKU. What is that called?
Mark: That’s product concentration or a single point of failure.
Joe: Or a hero SKU or a bad idea or a unicorn; all sorts of trouble. I had a conversation with somebody; a couple three years ago…
Mark: Bad idea.
Joe: Actually it’s a bad idea.
Mark: It’s not a bad idea if it’s sustainable just to be clear but yeah I get where you’re going.
Joe: Well here’s the sustainable part, so there was a gentleman that I was working on a valuation for and he had one SKU that generated 90% of his revenue. And I’m like this is a bad idea. He’s like well it’s a lot less work Joe, it’s very defensible, look at our reviews. I mean he had me convinced that it was actually a good idea. And then guess what happened? Facebook changed an algorithm and they’re their ads that were working with no longer allowed and they never recovered. Their business was worth two million dollars one month and the next month it was worth like one maybe; two million, 50% cut just like that and I haven’t heard from him so I’m sure it’s gotten worse and worse and worse. It’s a single point of failure. It’s a hero SKU. It’s a risk. So, therefore, buyers are going to decrease the value when it comes to the valuation. We’re going to do it for you and we’re going to tell you what buyers think but it’s a decimal point or two or three. So instead of at a 3.2 multiple; I’m going to do some math for everybody, simple numbers at 3.2 if you’ve got $100,000 in discretionary earning you’re at 320,000 in terms of list price. Two-tenths of a decimal point off because of a risk point you go from 320 down to 300 or 300 down to 280. It changes that quickly because of a single point of failure or because of risk in disregard. So that’s part of the risk, it’s the hero SKU; things of that nature. But there’s also age, there are trends, right? So generally we want to have a business that’s about 24 months old at a minimum. We sold them for less. There are exceptions to every single rule we talked about here. But 24 months is when buyers start to have confidence and they don’t discount the value of the business because of age. The other thing to talk about is the trends, Mark, right? I just had a valuation call last night with somebody I’ve been talking to for six months. And I can’t seem to get updated financials on a monthly basis. That’s the challenge. And finally, I get them and we have a conversation. We’re recording this on March 3rd. I don’t have January and February’s numbers. I finally have Q4 and top-line revenues down 25%, bottom line discretionary earnings down 30%. So the value of that business just went from three-point something based upon the numbers down to easily 2.5 on the top side. So it’s risk because it’s trending down and somebody has to jump in and fix that downward trend, right?
Mark: Mm-hmm that’s right; yeah, absolutely. And one thing with these downward trends you talked about how quickly the discount, just an observation multiples go down much more easily than they go up. It’s hard to prop the value and that multiple upwards but people would discount much more aggressively when they start to see problems such as the concentration or as you said the bad idea.
Joe: So it is a bad idea when somebody calls and says hey I’d like to sell, I’d say hey you really can’t nobody else will buy it. Bad idea. So we touch risk, we touched on growth; these are the first two, let’s talk about the transferability of the business. What are the key components to this pillar?
Mark: Yeah, the transferability; the easiest way in my world to think about this is just can somebody step into your shoes today and run the business without having a significant decline. Or maybe another way to think about it would be what’s the learning curve of the business, or do you have documentation in place that will allow people to be replaced if needed? The transferability is just that and it can encompass a number of things first of all that affects all businesses would be procedures. The procedures that you have within your company to run it on a day to day basis; how do you handle returns if you have that sort of business, what are some common customer complaints or concerns or questions and how do you handle those; do you have a process set up for that. If you’re an inventory-based business what is your inventory ordering process and your forecasting process? That’s something that should be in a standard operating procedure. So there’s all sorts of SOPs. Outside of those elements, transferability can come into your customer acquisition process and I brought this example up before during this call. If you’re a doctor and your name is all over the website for your great athlete’s foot cure now you’ve set up a barrier to transferability because you’re selling off your own personal reputation. And unless you’re willing to give your name and reputation to somebody else which most people aren’t and understandably so you need to get that off there and no longer be the key method for customer acquisition. And the last thing would be licensing issues or other requirements to run your business. We’ve seen this before. Joe you had a valuation I remember this clear as day at Rhodium Weekend when they were doing live valuations up onstage and somebody came with a business we were supposed to be working quiet with other advisors, everyone was going to do valuations so we could see what it looked like live on stage and what was the result; it was an e-commerce business, what was the result of that valuation?
Joe: It wasn’t transferrable because they were sourcing product from the old; it was the old school, they were required to have a retail space so the business was going to be very, very hard to transfer. And I want to comment on that.
Mark: It used to very common where wholesalers would require that you have a brick and mortar store because a lot of the legacy brick and mortar stores were telling their suppliers don’t let these internet people come in and just start selling this and so they would require that storefront but it still exists out there. The other issues that I’ve seen with these licensing issues would be not only the storefront issue but maybe if you actually have to have a license to run the business. And you see this like; we had this with somebody that was selling high-end hair products. And you think well, what’s the problem there? Well in order to sell these hair products you need to have a cosmetology license. And so that’s a transferability issue. It cuts both ways though. Transferability when it comes to licensing and then these hurdles does set you up with some defense ability that can actually help your risk profile be lowered; anytime that there’s a hurdle to jump over a business if you jump over it you’re leaving some of your competitors on the other side of that hurdle, so that’s a good thing. But the element that we started off with the SOPs and the documentation of your procedures, it’s something that everybody should be able to do and should have in place. What are your common procedures, how do you do it, let’s make it easy? I know you have something to say here on this, the last thing that I would recommend people do and I actually just did this with Quiet Light Brokerage for your sake and for other people within the company, diagram your business. Write out everybody who works for your business. Write it out; you can draw it if you like to draw, you can use a graphing software. I used Lucid Chart; very easy to use Lucid Chart for this or just write it out and see who has what roles within your business and how does that look. I’ll tell you what it’s an eye-opening experience because what you find especially in small businesses is you have people who wear multiple hats. You might find some crossover there as well. So that’s where I would put transferability.
Joe: Too many people are focused on the top line and very proud of the total revenues that they’re doing. But ultimately we’re running these businesses to make money and to be profitable and we can help you hone in on that profitability and what your business is truly worth. So we’ve touched on what we do when we import and normalize a P&L and look at financial key metrics. We’ve touched on the four pillars which are risk, growth, transferability, and documentation. Within each pillar, there’s five to six different points that we touched on in a valuation process and we really get to know this invisible; I call it a fifth pillar. Mark corrects me every time. You don’t need to Mark, people know this. The person behind the business; the trust and credibility that they have is that invisible fifth pillar. It’s the mortar holding it all together. Are you a good human? Do people trust you? Do people like you? Believe it or not, if you are people are going to pay more for your business. You do make a difference in the overall value of your business. So we do all of these things and then we create a profit and loss statement with a detailed add-backs schedule. We go through that with you and we firm up your seller’s discretionary earnings and apply a multiple range to it. This is where it gets into the weeds and we won’t do it today on this podcast. I’m actually going to go ahead and record a podcast following this one on the three levels of add-backs. There are six different points to each level and it’s very eye-opening. A lot of people don’t understand the importance of detailing the add-backs. A few folks are like why do I need a broker for I’m just going to sell to this consumer group that’s buying up FBA businesses. You need to understand the add-back schedules so that if you choose to sell directly to them you’re getting maximum value for your business or even better the real value for your business; not maximum, the real value. It’s okay, you can choose to sell to whomever you want however you want but make sure you’re getting your own numbers right and that’s what I’m going to share on the next podcast.
Joe: Okay, one more final thing.
Mark: I was going to say we’re getting close to time here. People are like my drive is done. I’m at the office.
Joe: We are. You’re so eloquent Mark with your words and your e-mails and all this. I say this all the time and people hear you speak. You speak very, very well so why don’t you do one final wrap up on why you think someone should have a business evaluation done through Quiet Light Brokerage and how it’s going to help them in the future and then I’ll give my two cents as well.
Mark: Flattery is not going to get you anywhere Joe.
Joe: Tell them what I want you to tell them.
Mark: Well that I don’t exactly know, I’ll tell them what I think. So the question is why should people get a valuation done to kind of wrap this up. Your business is most likely your most valuable asset and if it isn’t yet hopefully it will be someday and you should know what the value of it is. More importantly, you should understand what drives the value of your business and also what’s holding it back. My favorite part of evaluation when I’m doing one; and actually I’ve got a call here in seven minutes to do a valuation, it’s going to be coming up soon, somebody is taking us up on this. My favorite part of a valuation isn’t telling somebody what their business is worth right now because that’s usually somewhat predictable. It’s being able to tell them what I love about this business and what buyers are going to salivate over is fill in the blank, and this part you’ve done a great job here, the areas where you’re going to have some friction in your sale and it’s going to cause a discount on the business are these elements. Now what I’m doing there is I’m really giving some insight into where the business is today but I’m also laying out a roadmap for everybody that I’m doing that for to say if you want to grow the value of this asset work on these elements and you know what if there’s an element of your business that’s really good double down on it. One of the areas that we’ve talked about in the past is this pillar of growth, we want them to have lots of growth potential for the business; lots of growth prospects for that business and they need to be real. However, if you have easy obvious growth within your business take advantage of it because I would rather multiply a larger earnings number and get that going up because it’s a lot easier to grow your value that way. Doing a valuation will help identify those aspects of your business; where is it valuable right now, what’s holding it back, and what’s the plan to be able to make it more valuable. You don’t have to sell the business. If you do these things you will have a business that is more valuable and you’re going to gain insights that you never really thought about. I will challenge everybody if you don’t do anything else on this call we’ve talked a lot about finances so I’m going to change it up. Diagram your business and then feel free to email me if you thought it was a complete waste of time.
Joe: Or you can go at Mark@QuietLightBrokerage.com.
Mark: Tell me it’s a complete waste of time.
Joe: Mark with a K.
Mark: Mark with a K. The only way it would be a complete waste of time is if you have like two people in your company. But then you know what?
Joe: Send him an email.
Mark: Yeah, right. But then if you’re going to do that diagram out the other people that are supporting you. Your contractors, the vendors, the people that are key for your business to run and take a look at that and you might not gain a whole lot of new insights but you’re going to see your business in a way that you’ve never seen it before.
Joe: What you’re hearing here from Mark is that we’re here to help. We’re sharing information with you and giving you tools to make a better decision for your business and for the future when you are ready. If you are ever ready to sell. In no way shape or form are we ever here to talk you into anything. We’re going to share the information with you. And that was the reason I chose Quiet Light Brokerage back in 2010 to sell my own business. I talked to three different firms. Two were trying to get me to sign a contract. The third was giving me helpful information to build a more valuable business to sell when I was ready to sell. And that conversation was with Mark. Lastly, don’t be embarrassed by the size of your business. Sometimes we’ll go to Mastermind groups and someone will; I can tell they’re uncomfortable talking to us because they’re only doing $100,000 in profit. Are you kidding me? You’re an entrepreneur, you’ve built your own business, you’re doing $100,000 in profit which is 40% higher than the national average; I don’t know the numbers, I’m going to get a correction on that Joe@QuietLightBrokerage.com. It’s huge compared to the national average. Don’t ever be embarrassed by the size of your business. The smallest one we sold in 2019 was $28,000. Yes, it was a pocket deal because Brad had a larger listing and the gentleman had two smaller sites he wanted to sell off. They’re all shapes and sizes. Our average transaction size in 2019 was 1.1 million. It grows every single year but we go through all different sizes. We want to help you get from that hundred thousand dollar valuation to a million-dollar valuation. We’ve had clients where they first sold their business at 7,000 then 20,000 then 220,000 and now nine million and the next exit that that particular individual has set is 100 million. We want you guys to achieve your goals and we’re going to help you along the way. But we’re not going to talk you into a single thing. So reach out go to the website. It’s the valuation form or sell form I think it is or it shoot us an email at inquiries@QuietLightBrokerage.com and we’ll hook you up with one of the qualified advisors here who are all entrepreneurs themselves.
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