You’ve weathered the housing recession of 2008 and this year
is shaping up to the best you’ve had in years and now you're thinking this may be the best time to
sell your business.
Here are some major
steps to follow for a successful sale:
1. The very
first is to determine why you want out of the business. This may
sound like it's easy, but you have to ask yourself some tough questions. Did
you get hurt on the job and need to find safer work or maybe your son or daughter
doesn’t want the business. Maybe you are ready to retire. The worst reason to sell your business is
because you woke up one morning and said "This business sucks and I
want out of it now!"
Factory owners usually want to sell for a couple of the same
reasons. Heirs that don’t want the business or retirement but there may be
other reasons you want to leave the industry. Maybe you are losing market share
or you are having a tough time keeping your factory updated with the latest
equipment.
Aside from the dollar amounts involved, both the factory
owner and the modular builder with a model home center needs to know exactly why they want to sell.
2. What will
you do after the sale? If you are a builder that does not have any
developments to either sell or retain after your sale, what are you planning to
do? I've heard lots of builders say they are just going to do small jobs
around town and go fishing whenever they want to. This rarely works
out. You may be too young to make a living this way or too old to get
affordable health insurance. Unless you've got something else to replace
the income from your business, you may not be able to sale.
Factory owners that contemplate selling usually have some
sort of afte-rsale life in mind. Maybe some community service work, consulting
and even missionary work. Some may even decide to get back into a different
business.
The worst thing for either is to not have an after-sale
business plan.
3. How much are
you going to ask for your business? After you've decided to sell, you
need to decide how much to ask for it and there are several ways to determine
the price. You could use the cost of assets plus profit of homes under
construction plus good will. Or maybe average the profit you reported last
three years and use a multiplier. I'm sure there will be the builder or
factory owner that determines the price by throwing a dart at a bunch of
prices. One of the best ways is to ask professional with experience
selling modular home factories and retail modular building businesses.
WyndhamCapital’s Managing Partner, Mark Sage, has many successful sales in the modular home industry and would be a great first step.
4. What are the
tax consequences of selling your business? Your accountant will help
you figure out your tax burden and this is determined by how your business was
legally set up...sole proprietor, LLC or whatever. Be prepared for a
surprise, taxes always seem to throw a monkey wrench into the stew.
5. Spruce up
your business! Before you take prospective buyers on a tour of your
homes under construction and a look at your books, make sure everything is ship
shape. Your office and work areas need to cleaned up and ready for
inspection. I’ve seen production lines that were filthy and dimly lit with
workers leaving tools lay where they were last used. Clean up your work sites
or in the factory.
Things that you might overlook are your P & L
statements, L & A statements and your past tax returns. Talk with
your accountant to make sure your business is presented in the best
"legal" light.
6. Promoting
your sale! This is a tough one. You may think that first people
you want to talk to are the people that already know you and make a deal. That
usually doesn't work and even if it does result in a sale, it probably left a
lot of dollars on the table you could have gotten. If you are a builder with a
sales center or a modular home factory owner, going the professional route
should be your first choice in selling your business. Yes, there is a fee
involved but in 99% of sales, the sales prices was much larger and justified
hiring a professional.
DO NOT use a local Realtor with a CCIM designation as they
really don’t understand the modular housing industry and you will tie up
selling your business for up to a year.
The one thing you have to be cautious about is word getting
out that you are selling and prospective home buyers turn away.
7. Wheeling and dealing.
Here is where the rubber meets the road. You've been presented with a
buyer. If you are retail modular home builder, do they want to pay you a
lump sum or installments after a down payment? What happens to your model
home center? Do you sell it along with the business or keep it and long term
lease it to the new owners? Do you want to negotiate keeping an asset such as
some assorted power tools to use when you subcontract to others?
Factory owners face similar questions but on a larger scale.
Will they be part of the new factory? Will there be a non-compete clause that
forces you out of the housing industry altogether or will the new owners allow
you to do consulting?
Be prepared to spend quite a bit of time in this part to the
sale.
8. Signing over
your business. My only advise here is to use a good business attorney
usually recommended to you by the professional helping close the sale.
The lawyer will make sure that your wishes are put in writing and all the legal
stuff is correct.
9. Transferring
your business. If you are a retail builder with work in process,
you'll have to get mortgage banks to agree to the transfer and vendors may want
paid in full before they let you off the hook for your company debts.
Again, this is best done through your attorney and accountants.
10. Completing all
the legal paperwork. You have forms to file with the IRS, your state
and local agencies and transfers of assets. These must be completed!
Now that you've successfully sold your
business, enjoy the fishing!
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