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Custom Casket Company - The Southern Funeral Director Magazine

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14<br />

Selling Your Business Made Simple<br />

By Daniel M. Isard, MSFS<br />

Picture you are at your high school reunion. Imagine<br />

you are addressing the class of peers you have known<br />

for your lifetime. Can you feel the tension going<br />

through your body and soul? Can you imagine the<br />

anxiety leading up to this moment? Now, imagine<br />

you are totally naked and there is no podium. That is<br />

the same feeling you will have when you get ready to<br />

sell your business. Is this a metaphor or a Freudian<br />

example? I don’t know. I do know that different<br />

people handle the matter differently but the better<br />

prepared someone is, will result in a better outcome.<br />

<strong>The</strong> first thing you have to do is to decide if you are<br />

going to represent yourself or use a qualified M&A<br />

Consultant. Notice, I used the phrase qualified.<br />

<strong>The</strong>re are many scoundrals out there. Some call<br />

you up and say, “I have a buyer for your business”,<br />

but of course you have to retain the caller. No! If<br />

an M&A Consultant has a buying client that client<br />

is going to pay them for their efforts, not you. Some<br />

are local real estate people that have no idea of what<br />

the value of your business is or even what the usual<br />

and customary terms of a sale would be. <strong>The</strong>re is a<br />

difference in a qualified and non-qualified advisor!<br />

Qualified Advisors (“QA”) have fees for their services.<br />

<strong>The</strong> fee’s can range from 7% of the sale price to<br />

something less. Often there is a decreasing fee. It<br />

could be 7% of the first $2,000,000 and then decrease<br />

by 1% each $2,000,000 thereafter. Some will charge<br />

an hourly rate before closing but back out that hourly<br />

rate from the closing fee. <strong>The</strong>y do that to keep their<br />

objectivity. I know that there have been some clients<br />

I have had to tell them not to continue to close on an<br />

offer. By charging this hourly rate, we were paid for<br />

our time to date. We are not just paid at the closing. I<br />

am able to retain my objectivity this way.<br />

You should ask if a QA can earn their fee. In many<br />

cases the answer is yes, several times over. Any<br />

advisor is paid for their time and experience. <strong>The</strong> QA<br />

has more applicable experience which should result in<br />

a better result. <strong>The</strong>re are several ways in which a QA<br />

pays for their fee.<br />

<strong>The</strong> <strong>Southern</strong> <strong>Funeral</strong> <strong>Director</strong> w Alliance NFDA & CANA Pre Convention 2011<br />

• Time to get the deal done. <strong>The</strong>re is a matter<br />

of confidentiality and at some point the<br />

confidentiality is going to get blown by someone.<br />

<strong>The</strong> QA is usually able to get the deal done quicker<br />

as they know how to move the transaction along.<br />

• Legal and Accounting fees. We have done<br />

more than 500 transactions. For us to do the<br />

tax analysis takes very little time. For the legal<br />

issues, if someone doesn’t know the funeral or<br />

cemetery profession it is filled with unusual legal<br />

concepts that have to be memorialized in a sale<br />

document. We can usually get a better document<br />

sooner and get your lawyer to the closing table<br />

with fewer costs.<br />

• Get more value. We know how to negotiate to<br />

get the most value and get it in the most secured<br />

fashion. This is a direct reward to the client by<br />

putting more money in their pocket.<br />

Your second step is going to decide who to invite to<br />

your dance. <strong>The</strong>re are usually national and regional<br />

operating companies that might have an interest in<br />

being your successor. <strong>The</strong>re may also be local and<br />

regional competitors that should have an interest<br />

in your business. You want to decide who you are<br />

willing to sell your business to and if there is anyone<br />

that you will not sell to. Once you get that list made,<br />

then you can move forward.<br />

When you get ready to sell your business you are<br />

vulnerable. You are going to be showing the intimate<br />

financial and operating details of your business to<br />

strangers and maybe some people that were heretofore<br />

competition. It is one thing to claim you sold three<br />

bronze caskets at the bar at a state convention but it is<br />

another thing to prove it in your financials.<br />

You want to have a Non-Disclosure Agreement in<br />

place with all receiving your data. In some cases<br />

you are going to want to have a mutual disclosure<br />

from them as well, to prove that they are financially<br />

able to secure the financing for the transaction. A<br />

Non-Disclosure Agreement is important to protect<br />

your confidential information and even the fact you<br />

are considering selling the business. It is especially<br />

important when you have a buyer’s data as well.

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