Selling a Business: How to Set Up for Success and Mistakes to Avoid | Jessica Fialkovich

JESSICA FIALKOVICH [0:00]

But it’s really carving out that time to focus on the important tasks of building your business and making that a higher priority than the urgent buyers at your desk.

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CAMILLE WALKER [0:18]

So, you want to make an impact. You’re thinking about starting a business sharing your voice. How do women do it that handle motherhood, family, and still chase after those dreams? We’ll listen each week as we dive into the stories of women who know. This is Call Me CEO.

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Welcome everyone to another episode of Call Me CEO. I am your host, Camille Walker. And today, we are talking with Jessica Fialkovich, who is the exit strategist when you are looking to sell a business. What do you do so that you know that your business could be sellable and what are some mistakes to avoid? So, Jessica, thank you so much for joining us today. I cannot wait to dive into all of the things that you know. Thank you so much for being here.

JESSICA [1:02]

Thank you so much for having me. I’m excited for this conversation and just to connect with your audience and hopefully provide some value and insights.

CAMILLE [1:11]

So, tell me how you got into this business of selling businesses because I know that it happens all the time. In fact, I even have talked to brokers about selling my own blog a couple of times where I’ve been approached with someone, but that’s the extent of my experience of selling a business of my own. So, tell us how you got involved in this and what led you down this path.

JESSICA [1:32]

Yeah. So, it’s like my entrepreneurial formation story, if you will. But I started my first business, I was actually in the wine and spirits industry. We operated a retail store and an online website for collectors. So, we sold super high-end wine. I think the most expensive bottle we ever sold was like $25,000 for one bottle of wine. It was great.

So, I started that business when I was 24 with my husband and we got into it and it was super fun. I call it my early life crisis. And three years in, I was like, you know what? This is not for me. I just wanted out of the alcohol industry. There was a lot of regulation, a lot of hoops to jump through. And we’re living in Florida and I love the beach, but I don’t love humidity. It’s not good for my hair and I don’t love bugs.

So, I was like, all right. We’re done. We need to get out. And in the back of my mind, I was like, there’s got to be a way you could sell a business. You can sell a piece of property. People sell businesses all the time, but I had no idea how to do it. So, I searched out resources in our small market of Naples, Florida.

I was introduced to the one business broker that would represent our business because we were too small. And at that point, I think we were doing about $3 million in revenue. So, we were a small business, but we were not super small. And we went through the process. We were very lucky to have a great financial exit, but the whole process was just like pulling teeth. Our broker was basically like a used car salesman. I didn’t see him for most of the transaction except the closing table where he collected his commission check and tried to sell me insurance in the same breath.

So, after that experience, I was like, why is this so hard for small business owners? Why do these big businesses get these investment bankers that are super sophisticated and have all these great resources, but small business doesn’t get any of that? So, that led me into my journey of starting a business brokerage firm with my husband now in Colorado. We also have offices in Dallas and Las Vegas 10 years ago.

And we became one of the top business brokers in the world. We do about 150 transactions a year. Done well, over hundreds and millions of dollars in transactions for our clients. So, that’s what got me into the world. And now, I’m branching out more into the education phase, why we’re talking today, but it was really selling my own first small business and having a negative experience. That’s what we’re always trying to find problems to solve as entrepreneurs, so that was my problem I wanted to solve.

CAMILLE [4:00]

Wow. Now, take me through that process of starting a brokerage in the first place. How did you even know how to get into that space?

JESSICA [4:09]

Yeah. So, we did end up using a broker to sell our wine store. So, I knew that space existed and I knew a little bit about the space. I did a little bit of research. Business brokerage, there’s some small mom and pop shops and one- or two-man shops. Most of the market’s dominated by a couple major franchise brands though.

So, when we got to Colorado, we started vetting different franchise brands and Transworld, who we’re now a part of, we felt like was the best fit for us culturally, really valued that small business owner. And fortunately, actually the office was in existence in Denver and was up for resale. So, it was one of those timing things and the universe telling you something.

So, after having a couple different conversations with different franchise operations and vetting franchise versus doing it in our own, we decided Transworld was the best fit, but I was exposed to the business brokerage industry through the sale of my wine business.

CAMILLE [5:05]

That makes perfect sense. And exactly like you said, as an entrepreneur, you’re like, okay, that was awful. How can we make this better and creating that space for other people? And obviously, you’re doing a good job of that as you’re turning so many business sales into success.

So, we want to talk to our audience about what does that look like as far as the steps of knowing how to set up your business that it is a viable for a sale and what are the steps of selling a business? So, could you take us through the process first? So, what are some good first steps about what to do so that your business is set up for a sale if and when you ever decide to do that?

JESSICA [5:45]

Yeah. There are a few key things. Actually, I just featured an article on Inc Magazine. There are five areas that I identified. And the first is keeping good books and records. So, a lot of us, we put bookkeeping on the side and we do it in the weekends or the nights, but it’s something that if you want your business to be not just sellable in the future, but if you ever want to take on investors, if you want to get financing, if you want to do any of those kind of things, you have to have good books and records.

So, that means profit and loss statements, balance sheets, filing on-time tax returns, things like that. And really having outside help to help you with that, I think more now than ever, there’s so many great resources in terms of technology, freelancers, outsourcers that can do that bookkeeping for you probably better than we can do it ourselves. So, that’s the first key area.

The second one and the third one are tied together, but it’s about making the business not about us as the owners. I know this is really hard to do, especially in the beginning because in the beginning, the business is us. We’re doing all the sales. We’re doing all the delivery, everything like that. But over time, the less and less we can become involved in the business, the more valuable it is for sale, but also it’s more stable.

If something happens to us, I had my first child last year, I go on maternity leave like I did, if I have a complication, my maternity turns into five or six months, which it did, how does the business maintain that? So, making less and less about us over time reduces the risk of it, which makes it more valuable. And that third area that’s tied into it is documenting our process and systems. So, we know that we can replace ourselves, but also another employee if someone were to leave.

Number four is reputation. So, I was just talking to my mentor and I was like, “All right. I give up. This whole world is dominated by online reviews and there’s nothing we can do about it.” Everybody looks up reviews on everything now from your Amazon product to the restaurant you’re going to go to. So, you just have to have a really good reputation for your business online.

And that doesn’t necessarily mean five stars on every platform. I don’t know about you, but if I see five stars, I’m like, they don’t have a single person that had a negative experience? Are those other reviews real? So, I’m always searching for 4.7 stars. But really maintaining that.

And the last is just keeping your legal agreements nice and tight and having legal agreements in your business. I think sometimes as small business owners we think, we’re too small. We don’t need customer contract or we don’t need an employee contract, but really, we do and that protects you if you want to sell in the future, but it also protects you now. If you do have something malicious happen in your business and unfortunately ever have to go down a legal route, you really need some tight contracts in your business.

So, I flew through those and I know they’re super-fast and I can dig into any of them further, but those are the top five I see really increase the likelihood you can sell your business and the value in the future.

CAMILLE [8:43]

No, I appreciate all of that. I think what you are saying with each of those pieces, what I hear you say is involving professionals in other areas to support the business you’re building, so whether that’s the legal, the financial, the consulting. How do you feel about the trademark aspect of it? I recently did an interview about trademarking and having someone representing you in that way. Is that something that comes to play when buying and selling as well?

JESSICA [9:10]

Yeah. Intellectual property is a big deal. And sometimes a lot of people will ask me, does that add value to my money? And it doesn’t really add value as much as it prevents decrease in your value. So, we think about it, we represented a client once and it was a doggy day care business and they wanted to franchise it and they were in Colorado.

But when we went to do the franchise paperwork, with franchising, you have to trademark the name. And what we ran into was somebody in California had already trademarked that name. So, now you’ve got to go through a whole rebrand process, which is very expensive. It doesn’t matter how big you are. Going through a rebrand is expensive. You have to go through everything.

So, that’s where I’m saying it devalues the business because now, someone else has to come in and do a whole rebrand if they want to do the trademark, if they want to grow into a national brand. They want to grow into a franchise. Those things are required. They have to trademark. So, you don’t want to have that risk. So, trademarking as soon as you possibly can. There are so many great professionals now. It’s not complex. I’m a big fan of having a dedicated lawyer you work with, but even legal team can do trademarks for you.

CAMILLE [10:21]

Yeah. And again, I just recorded an episode just a few back where they will do an extensive search for you and be an ally of yours for a year, I think for $3,000 or something very affordable. Yeah. So, if you’re looking for someone go a few episodes back and listen to that one because I think it deals very directly with that piece of your business that would give you so much peace of mind knowing that that part is taken care of. And I’m curious for what you’ve seen as you’re doing so many transactions. What are some of the biggest hang-ups that people have in those five steps that they typically are skipping over?

JESSICA [10:57]

I think it’s really the one big hang-up and it comes to time. We’re so maxed on time as business owners and there’s so many business authors that talk about this, about urgent versus the important. But it’s really carving out that time to focus on the important tasks of building your business and making that a higher priority than the urgent buyers at your desk.

So, things like we went through, what’s the strategy for you to get out of the operator’s seat? That’s just as important as doing your next client call or your next sales call and having that time. And I tell my consultant clients like we’re not talking about blocks of time. We’re talking about an hour or two a week. You can just carve out an hour or two of this is your CEO time. This is your thinking time.

That’s what’s necessary, but that’s the hardest thing for all of us to do because it’s not a scheduled time that you and I have that we’re going to meet on Zoom or meet for a coffee. It’s one of those moving blocks where I’ll do those ones on Friday, but then a client wants to call, and then I’ll move it to Wednesday, and then I’ll move it two weeks from now. It’s just being disciplined to have that, but that’s the biggest roadblock that I see with almost every business owner. It doesn’t matter what size of the company.

CAMILLE [12:12]

That is so fascinating to me and also a reason why I offer the coaching that I do. I coach business owners with offboarding like getting virtual assistants in your business so that you can use your time to establish the main parts of the business that only you can do. And that’s also why I train moms to become virtual assistants if you’re looking for a job because everyone needs you. Everyone.

So, if you’re looking at either side of that coin, that’s why I’ve built the business I have is because so often as entrepreneurs and business owners, we put those things to the side that really need doing because we’re in the minutia of the day-to-day tasks or the fires like you said. So, that’s fascinating especially as you say no matter the size of the business. What I’m curious with your experience, what has been the smallest business that you have sold in a brokerage and what has been the biggest? What scale are we looking at?

JESSICA [13:11]

Yeah. So, when I talk about size, we talk about the valuation numbers, not necessarily the revenue. Yeah, valuation’s a really crazy methodology, but just think about it like the valuation on average is half and that’s of what the revenue is and that’s across all the industries, sizes, whatever. It’s not a good metric to use as evaluation.

So, the smallest business we have sold is $10,000 in value and the largest one we sold is $30 million. Yeah, so it’s a big scale, but when I was talking about the market, how businesses are sold, usually when you’re going to work with a professional, you have experience in my industry and in business brokerages and investment banking, it’s not so much the industry, it’s about the size of the company.

So, the niches are split into tiers. So, most business brokerages represent businesses up to $20 million-$30 million in valuation. Most investment bankers have a floor or about a minimum deal size of about $20 million-$30 million. So, that goes into the boutique investment banking world. And then, those large multinational multibillion dollar deals we see, those are done by the large investment banks on Wall Street.

So, yeah, it’s a big range, but the average business we sell is worth just below about $1 million dollars. It’s the average or the median sale we do. But what I find really interesting is 96% of all the businesses that are sold in the U.S. every year are below $1 million.

So, we all think about these big transactions that we see on Wall Street or Facebook buying somebody’s app or some crazy multiple, but really most of the industry are small businesses that are worth less than $1 million that are doing less than $1 million in revenue. It’s a lot of those closer than that $10,000, $100,000, $200,000 price point, not the multimillions.

CAMILLE [14:59]

Yeah. I love that you’ve made the point of saying that because I think either whether you’re interested in maybe potentially buying a business and/or selling a business, it doesn’t mean that these rules only apply to those who are doing the millions and billions. It applies to all of us, which is really helpful to understand.

JESSICA [15:21]

Yeah. Those things that we talked about that, those five ways to increase the likelihood, it doesn’t have to be perfect. And to be honest, you can still sell a business without those five things being done. It’s just more difficult and it’s going to suppress your value, but I’m a big proponent of every business has some value.

It really breaks my heart any time I drive by and see a going out of business sign or something that’s closed up shop because every business has some type of value in it whether it’s physical hard assets and tangible assets, something. Now, look, it might not be hundreds and thousands of dollars, but it might be $10,000, $20,000 and that’s meaningful to a business owner or investors. It’s something versus just closing up shop.

And then, if we take it further, we’re saving jobs for the people that worked for us if we transitioned that business to a new owner. We’re saving hassle for customers to go find a new location to do a business at. And then, we’re saving the impact of our local community. So, it’s something that I’m super passionate about. I think a lot of people undervalue their business and they also don’t understand they’re actually sellable even if they’re not perfect.

CAMILLE [16:35]

The steps to take, yeah. So, what would you say some of the biggest mistakes are that you see when people are trying to prepare their business to sell or have come to you and you’re like, “Man, if you had done XYZ, this would have been so much easier?”

JESSICA [16:50]

Yeah. So, the first is they wait too long. The majority of the businesses that come to us to sell are like they need to sell today. And we’re talking majority like 95%. And what happens when you put yourself in that situation is you’re in such a time crunch and usually this happens because of something personal going on in our lives. It could be something really horrific like a health issue or something like that or it could just be burnout or another opportunity, which is the most common reason to sell.

So, what happens is they wait too long. And then, we do have a suppression of value or sometimes trouble finding the right buyer versus if they had put some of those things, those five things we’ve talked about in place years in advance or even six months in advance leading up to a sale, then it would be a much different situation than we’re talking about.

And a lot of people that I talk to put off this work of preparing for sale until the point where they’re like, “I’m not ready yet.” I just talked to a prospect the other day and they’re like, “I think I’m going to sell in three years, but I’m not ready to prepare yet. I’ll do that in another year.” I’m like, “Okay, we’re talking about increasing profitability of your business and efficiency in your business, which we all want. So, why not do that now?”

And also, none of us know when we’re going to sell. Let’s just be honest. There are all these exit planners and strategists will put together these perfect plans in place and give us a three- or five-year strategy, but I think what we have seen in our world more so in the last two years than anything is we have no idea what tomorrow is going to bring us so running your business like you’re going to sell it at any given time is just good practice. It gives you more profit, but also if that day comes, you’re ready to go. So, that’s the number one mistake I see people make.

The second one is just expectations. I talked about a lot of people that undervalue their business. There’s also a lot of people that overvalue their business. It’s very rare that I have somebody that guesses exactly what their business is worth, but getting stuck in the ego part of being a business owner and thinking what you’ve built is so valuable versus listening to what the market’s telling you.

So, everything does have a value and a lot of those businesses that don’t sell that try to do is because of this expectation and misalignment. And I joke all the time, everybody thinks their business is worth round numbers like $1 million, $10 million, $100 million. It’s never like $372,000. So, getting caught up in this like, “I’ve built this so long and so hard and I deserve $1 million.” You’re getting an offer for $500,000. We’ve watched clients walk away with nothing because they got so stuck on the number that they wanted versus what the market was telling them what it was worth. So, those are the two biggest mistakes I’ve seen. There’s a lot of others, but those two mistakes would probably resolve most of the issues in the sale process.

CAMILLE [19:54]

Yeah. And that makes sense. As you’re talking, I’m thinking about how we all invest so much emotion and energy and blood, sweat, tears as they say, so to have an unbiased third party come in and say, “Let’s do an analysis and see what the market says” because, of course, I think whether someone’s business was valued at $10,000 or at the true $1 million, we all think, I wish I could get $1 million back for this because of how much you’ve given into it. And so, I really appreciate that insight because I think it’s really easy to get emotionally attached to an ideal number.

JESSICA [20:32]

Yeah. And if we go back to some of those stats, only 4% of businesses sell for over $1 million. Think about how rare that is. And I know we get caught up in the news and the media about those big sales and part of the reason you don’t hear about the small sales is because they’re all private and confidential and they’re not disclosed.

So, that’s why you never hear about the majority of these transactions that are happening. So, we talked about our average deal size, but the average deal size this website BizBuySell track usually uploads around $230,000. That’s the average size that businesses sell for across the U.S. Not these multi-million- and billion-dollar transactions that we hear about it in the news.

CAMILLE [21:11]

What would you say is a good way for us to safeguard? We’re just coming off the heels of the pandemic and that we unfortunately saw so many businesses that did go out of business. Do you think that there could have been more preventative measures in place or do you think that that’s something life happens and sometimes it just is what it is? What advice would you give to people in anticipation or preparation for something like that?

JESSICA [21:40]

It was probably one of the more horrific business experiences that anyone of us have to go through. Look, there’s so much that you can do to prepare for recessions or even depressions, but a lot of the things that I read and how I was coached through the pandemic is no one ever expected business to turn up like this. There’s no preparation guide for that.

So, I think what helped me through the pandemic and we came out pretty thriving, which was impressive because on March 14th, when the world shut down at least in Colorado and I know that because it was my birthday, but overnight, we lost all of our pipeline. 100% of the pipeline was gone in 24 hours.

So, I dove in, but what really helped me was I had two very strong mentors that had industry experience in wine industry and more life experience than I had. So, they had been through a number of recessions and things like that and they were able to coach me in that week of having the right mentors, taking actions and being adaptable was probably what saved our business.

Now, leading up to that too, we did other things like I’m a big fan of having cash reserves and having expenses that you can turn on and turn off, but there’s a lot of things when you didn’t have that in place. But when something like that happens, you have to be adaptable and you have to take action no matter how hard it was.

We called our whole team together and we said, “Basically, look, we can either lay two of you off or everybody can take a temporary pay cut that we’ll pay you back once everything bounces back.” And we gave them a vote. Ultimately, we were going to make the right decision for the business and our people, but we had that meeting.

And so, our world shut down on March 14, which is I think a Saturday. We did that meeting on 8 AM at Monday morning. So, taking action before all of our cash reserves and everything was drained. And not just continuing to run the business on our cash reserves, knowing we had no money coming in potentially for the next 60 or 90 days.

CAMILLE [23:45]

And then, what did you do after? I’m just curious. What happened? What did you vote on? How did that play out?

JESSICA [23:53]

Yeah. So, the team made the decision we wanted to, which was to cut salaries. So, we cut all of our own salaries 100%. We cut our directors and above at a higher percentage than our entry-level staff and we just went back to work and tried to save the business and save the deals. After the shock of everything wore off in three or four weeks, our deals started to come back. So, by the end of June, we were back to normalized and that’s when we reimbursed all of our employees the back pay of what they needed, so yeah.

CAMILLE [24:25]

That’s quite a recovery. I’m so proud of you guys. That’s incredible.

JESSICA [24:31]

We shaved expenses, so it wasn’t just salaries. We cut off everything that was non-essential to the business. When I’m talking non-essential, non-essential. It was actually a really good practice and this is something I recommend to a lot of our clients through my consulting firm now is to go through our expenses once a quarter because we had this expense creep that creeps up and we start thinking, and I know this is true for me, I start thinking this ad spend is essential or this membership is essential.

But if we put ourselves in the shoes of like, hey, what if I were going through another pandemic, is this actually essential? Is it actually producing results? And we start cutting those things that aren’t essential and that aren’t working, our profitability goes up immediately. So, it was actually a very eye-opening exercise for me and it’s now something we do once a quarter and it’s made me a lot more ruthless in where we’re spending our expenses.

CAMILLE [7:11]

That is such good advice. The experience that you had and then being able to apply it to yourself and giving that advice to others is huge because I think about even in our personal lives or our business, I’m going through in my mind and I’m sure those who are listening are too of, what am I paying for? Because I think that creep of it just stacks on like that’s a good idea. It’s only $25 a month here or $200 a year there, whatever. That is such a good point to be made. I’m sure you’ve saved a lot of people money with that advice.

JESSICA [26:01]

Yeah. And there’s tools too like you can benchmark your business against the industry and see versus your competitors and the same size business you are, are you overspending in some areas or maybe you’re underspending in some areas? So, there’s tools that you can use to do that too.

CAMILLE [26:18]

And what are those tools that you use for those types of things?

JESSICA [26:23]

So, we have a relationship with a company called Bizminer that provides those reports for our clients. But you can also just do some research like Google’s a powerful thing. You can see especially if you’re in a popular industry of what’s the average percentage staffing companies spend on recruiting services? You can find out some of your key things.

One of the other really big pieces of advice one of my mentors gave me through the pandemic was not to focus on all of your expense line items, but start with the big ones. That’s where you can provide the most impact and control. So, if one of your highest expenses is staffing or marketing, that’s where you focus first versus arguing with Verizon over your cellphone bill. Start with your big categories and that’s where you really need to prioritize your control versus trying to focus on every single line item on your P&L.

CAMILLE [27:15]

I love that. It’s almost like this snowball effect of paying off your debts. Start with the biggest one first, and then work your way down. That’s so helpful. I think that’s going to help so many people just hearing that advice. I want to switch gears just a little bit because you are a recent mother. And what a joy it is. I’m so happy for you. You said he’s 8 months old. Tell our audience about your little guy and what it is to be a mother.

JESSICA [27:40]

Yeah. So, we had my son, Brix, in October of 2021 after trying to start a family for six years. So, he’s our little IVF miracle. We’re so blessed to have him in our lives, but yeah, he’ll be 8 months this week. He started crawling last week. This week, he’s pulling to a stand already, so I joke he’s so my husband’s child because my husband has this uncontainable amount of energy and I can already see it in my little one, which is such a blessing also a little bit of a curse for me because I’m already chasing him around and, oh my god, I thought I had more time.

CAMILLE [28:17]

Congratulations. Best day ever. What would you say how has it affected you as a woman becoming a mother and also how you’re able to navigate your business time and your time as mom?

JESSICA [28:31]

Yeah. From the business perspective, it’s made me a lot more efficient and I’ll use that ruthless term again, a lot more ruthless in how I’m spending my time. So, we have a full-time nanny who’s wonderful, but she’s here a four full days a week and one half day and that’s my time. I have to get everything done in that time and the rest of my time is dedicated to my family.

And so, I have to be a lot more efficient in how I choose to use that time and what I say yes to and what I say no to because it’s defined. Whereas before, I would just work whenever. I’d work when I was bored. I’d work whenever. And then, also my perspectives changed a lot. It’s like what do I want my life to look like? How do I want to spend my time? I want my son to grow up knowing that his parents were able to not do it all, but they were able to achieve things and be great parents.

But also, it’s changed my perspective where before I’d be like, I need to build a big business like being number one, all this stuff. And now, it’s like, all right. What am I trying to get out of my business and out of my life? So, I’ve got these five goals on my board. I’m staring at them right in front of me, but I used to have 25 goals and be like, write a bestseller and travel the world and all this stuff. And now, I’ve just limited them down to five and it’s optimizing my health, my self-care, fun, our family financial freedom, and family love and time. And that’s just my world’s about now. And so, if it doesn’t fit into one of those five buckets, then is it really necessary? So, I don’t know. My perspectives just changed a lot. And everyone told me it would, but I didn’t think I realized the impact he would have.

CAMILLE [30:20]

That’s incredible. Just to know that you have such a clear understanding of that ruthlessness of how you want to use your time and build the business that you want and the life that you want, I think that is so beautiful. And I’ve learned so much from you today. I know our listeners have too. Please tell them where they can find you and also how to connect with you if they’re looking to buy or sell a business.

JESSICA [30:43]

Yeah. The best way to connect with me is through our website, which is www.exitfactor.com. I’m also on social media @jessicafialkovich. I’m most active on LinkedIn and Instagram. And even if you spell my last name wrong, there’s only 1 of me in the world, so I usually come up very easily.

CAMILLE [30:58]

Hey, not a lot of people can say that where you’re the only one. You have been such an amazing guest. I have learned so much and I really appreciate your time. Thank you so much for being on the show.

JESSICA [31:10]

Thank you for having me. I enjoyed our conversation too.

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CAMILLE [31:13]

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So, if that’s something that you feel like is a good fit for you, you want to become your own boss and start a business that you can do on your terms and with your schedule so you can spend that purposeful time with your kids, reach out to me. You can book your time www.camillewalker.co or you can DM me @camillewalker.co or @callmeceopodcast and we can set up a time to chat. I can’t wait to talk with you.

Thank you so much for tuning into today’s episode. If you have not subscribed yet, please do so and also know that if you are looking for help in coaching with building your business or growing your business by taking on new assistants in your business, please reach out to me. That’s the coaching that I do for women in business every single day. I can also help you build your own virtual business if you’re looking for a way to build a business from home where you can still have the flexibility of being with your kids in those special important moments. Hope you enjoyed this episode and I will see you next time.

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