Small business is at the heart of the Texas Economy.
We answer the question that keeps you up at night – What would it look like if I did sell my business? So we talk to guest, Tanya Posavatz, formerly of CLINK Events, to get some inside information on what it takes to sell a business.
If someone out there listening and wants to make the decision that it’s time to sell their business we hope this episode will make you feel a little more informed on the process; because to be a business owner who comes to the point where you are able to sell your company is a freedom in itself.
This episode of Emerging Texas Strong is sponsored by Texas Mutual Insurance Company, a leading worker’s comp provider in Texas, and is a production of Earnest Media. If you are interested in sponsoring a heartful podcast focused on the journey of Texas business owners for a focused market audience email, contact@EmergingTexassStrong.com
Episode 8 Guest:
Tanya Posavatz – Former co-owner, CLINK Events
Bios and business information for all the guests featured in Season 1 can be found on EmergingTexasStrong.com. Find out how you can work with them and support your Texas small businesses.
This episode of Emerging Texas Strong is sponsored by Texas Mutual Insurance Company, a leading worker’s comp provider in Texas, and is a production of Earnest Media.
EPISODE 8 TRANSCRIPT:
TX Mutual Insur…: 00:00 Support for the Emerging Texas Strong Podcast comes from Texas Mutual Insurance Company. A Workers’ Comp provider, committed to helping companies build a stronger, safer Texas.
Host, Linsey Li…: 00:10 On this episode of Emerging Texas Strong,
Tanya Posavatz,…: 00:14 I definitely went through a little bit of, of a mourning period when I sold the business. Um, because it had been my life for 16 years. There was also an exciting time, like who am I, if I am not the owner of CLINK and discovering new things about myself and you, you ways to define myself other than as a small business owner.
Host, Linsey Li…: 00:36 Welcome back to Emerging Texas Strong, a growing collection of stories, lessons, and advice from small business owners in Texas, working hard to survive this pandemic economy. We follow a collection of businesses and weave their stories together. As we navigate a full season of big picture topics like what’s at stake skills for making tough decisions and opportunities for future growth. In episode eight, we answer the question that keeps you up at night. What would it look like if I did sell my business in Pt 2 of our three-part series, should I stay, or should I go, why I’ve been tackling this is because COVID is one of those magical times that pushes you in a direction. This is a universal time to stop, reflect and decide. Did I love this job? And the business I’ve created enough that I want to restructure and make it to the recovery, or is this a very natural time when I choose to fold and maybe just do something different. So I wanted to talk to people that have sold their businesses to just show us what the process actually looks like. So that if there’s somebody out there listening, who wants to make the decision, that they would just be a little bit more informed. Dr. Stephie said that only about 30% of business owners ever get to a point where they sell or transition their business, which tells me that a lot of small business owners build it. And then the company folds when they fold. And I don’t think that’s why any of us start a business to think that we’re tied to it with shackles. So to be a person who comes to the point where you grow it and are able to sell it is a freedom in itself. In today’s show, we speak with a colleague who has been through the process and is going to tell us more about what happens behind the scenes of a business sale, what to expect and how to position yourself for a smooth transaction at a price you’re happy with. Tanya Posavatz sat down with me this week to graciously share the experience of selling her company CLINK as she and her business partner, Denise Silverman got to a point where selling was the best option.
Tanya Posavatz,…: 02:35 Hi, I’m Tanya Posavatz former owner of CLINK Events. I owned my company for 16 years and then I sold it. And then after a year, the new owner sold it, but I was with the company for 18 years altogether and currently am a digital marketer. I think like many small business owners, specifically in creative industries. When I started my business, it wasn’t with an aim to sell it one day. It was, this is what I do. And I will start a business doing what I do. And I think the first time that my mind shifted a little bit into how do I set this up to sell was, um, I was attending a conference and there was a presentation of about the book, the E-Myth, about how so many people, especially in certain industries, they get into business ownership, but they don’t have an entrepreneurial mindset. They don’t plan on selling it and they spend too much time in the business and not on the business. Um, that’s kind of the catch phrase that I think many people have heard. And I think it’s from that book. The book from what I hear is very dated. Now, it’s not necessarily like the go-to on how to set up your business to sell. Built To Sell is one that I think more people recommend, but what I learned was even if you don’t plan on selling one day the professional thing to do is to set up your business as though you are going to sell it.
Linsey Lindberg…: 04:13 We start our companies. Then as creative services, people with a passion to do the job. And once you’re in for upwards of 10 years, you definitely have to look at the question of what is your rate of exhaustion, versus your rate of passion at this point? What did that look like for you kind of through the process of owning your company?
Tanya Posavatz,…: 04:35 Well, through the process of owning my company and specifically becoming a mom and having those responsibilities and the time I wanted to spend doing that, things changed. You know, when I started CLINK and throughout the first, you know, maybe 13 years of CLINK, I lived it. I breathed it. CLINK was my life and CLINK was my social life too, when I would go to networking events and that, and I loved that life. And only once my life circumstances changed and I had a child, did I start to think I’d rather pull back on this a little bit and it wasn’t my number one priority anymore. It wasn’t my baby because I literally had a baby. And I think that was the first time that I started to look at what might be next or how can I pull back? How can I delegate more? How can we get some systems in place so that anyone can do any of these jobs? So it’s not so tied to me personally, and we can scale so that I can, at some point, pull back a little bit more and a little bit more.
Linsey Lindberg…: 05:47 What were the first steps that you did in order to start to take all of that knowledge out of your head and systematize it?
Tanya Posavatz,…: 05:55 One of the first steps in order to kind of pull that all out was going to a piece of paper and outlining the processes that we go through in bringing in a client, the sales process in designing and putting together a proposal, and then in operating. And I have to say that my business partner at the time, Denise Silverman was really instrumental in spearheading, uh, pulling together standard operating procedures in how we do these things. And everyone kind of owned their own part and wrote their own part. And then we expanded on those really started to flush out that, okay. And this is how we do each of the things that are involved in producing and operating.
Linsey Lindberg…: 06:47 What was the decision-making process like for you as you process the idea that you might be ready to sell?
Tanya Posavatz,…: 06:55 I think that the decision to sell is very apropos of where we are now, because three years ago, CLINK had started to hit a financial rough spot up until that point, it was still fun. And we weren’t thinking about selling. Sure. We always, I always had in my head, how much would someone have to offer me in order for me to sell? And it was always $4 million. I forget how I came up with that number, but I figured like in order to be set for the rest of my life and what I like and after taxes and this and that, I figured out the $4 million would do it. And I wouldn’t sell because I loved CLINK and I loved what I was doing and we were growing and it all worked. And then we hit a rough patch and this happens to a lot of companies with cashflow. You know, you can’t apply for lines of credit when you’ve already hit the rough spot. You need to do it when you don’t need the lines of credit. Right? So we hit a similar rough spot and there were two roads we could go down. One was we could bootstrap it and it would be back to the Tanya and Denise show booking and cooking, as they say, and we could bootstrap it until we made it through. And we were confident in our abilities and in our brand that eventually we would see the other side of it or we could sell. And both of us had come to points in our life. And we had owned the company for 16 years. The bootstrapping, it didn’t sound fun to us. We had been there done that, and we didn’t want to do that again. We were too old. We had too many other priorities on our plates with our families and the time had come for both of us that we were ready to sell. And so that’s how we came to that decision. Life, brought us there and showed us the fork in the road. And we chose that side. So we decided there were certain things that were important to us before we to shop the business. One was that we needed jobs. And so the new owner had to agree to take us on. The second thing was we wanted to keep a team. And so that was going to be part of the sale to an agreement to keep at least most of the team in place. So those were kind of the major decisions and how we wanted to do it. Now, whether it was going to be a merger or just a purchase of assets or purchase of the entire company or that we didn’t have a lot of opinions on, we figured let’s see what people are interested in. If someone hopefully is interested in and how they want to set it up and we’ll go from there.
Linsey Lindberg…: 09:39 So at this point, you are starting to look at your assets and put on paper, what is the value of what you’ve built? What did that look like when you started looking at everything that you have? What had value that was transferable?
Tanya Posavatz,…: 09:57 I would say the hardest part in the process is coming up with a value and finding someone who agrees that that’s the same value to them, right? Because the value is the value you can sell it for, too. What did I have of value? One of the things I had of value was a strong brand for which I owned the trademark or the servicemark.
Host, Linsey Li…: 10:21 What is the value of your company? This is a great exercise to stop and take stock of what value exists in your company that can be transferable to a new owner. Tanya told me a story early in our conversation about how she came to trademark, her company named CLINK and how that business decision actually helped boost her valuation. When it came time to sell.
Tanya Posavatz,…: 10:42 Even though I still had no intention of ever selling my business, another friend of mine, Dave Peters was his name. He was from Florida and he kept on pushing me to trademark the name CLINK. He was very entrepreneurial. And every time he saw me, he said, you have to trademark your name. You have, if you don’t trademark it, I’m going to trademark it. And so I finally trademarked it and that helped me a lot too, when the time came to sell that I owned the name CLINK. So, you know, sure we had a brand and the brand had value, but that’s so intangible. There’s really no way to value that. And, um, we had a book of business, uh, that was, that were contracts that were already signed and money that was already coming in. That was tangible. That was a dollar figure. And then we had liabilities that if the purchase was structured, that they were taking over the whole company, the assets and the liabilities, then that was going to draw down the value because, you know, there were some credit card bills that needed to be paid and such. And there was our relationship with hosts. We were the local representative. And so we had a flow, they were constantly sending us more leads and that had real value. As far as that relationship, as far as inventory, we had computers, we had office equipment. Uh, so there was some inventory that had value, but it wasn’t a large percentage.
Host, Linsey Li…: 12:21 Step one, write down everything. You have a value. And first see if there’s a clear dollar amount attached to each item for things such as land vehicles, equipment, and inventory, or if it has value, but it’s an intangible asset. Those will be things like brand recognition, Goodwill, or intellectual property, something that might have value to the right buyer, but maybe no value to somebody else. And finally make a column of business liabilities, things like bank debt, mortgages, taxes, accounts, payable, bills that are going to go to suppliers or vendors in the future. And wages owed step to establish an agreed upon value of your business and its assets. There are a lot of ways to get to a value number. So hang on, we’re about to go through five of the DIY methods that are good for spit balling up price. Number one, tally the value of your assets. Now in this, you take the value of everything your business owns, including all the inventory and equipment, and then subtract out any debts or liabilities. The value of the business balance sheet is at least a starting point for determining the businesses worth. Number two, you can base it on your revenue, calculate the business’s annual sales, and then get a professional broker to determine how much a typical business in your industry might be worth for a certain level of sales. So for example, it could be typically anywhere from 0.5 to two times, your annual sales number three, use earnings multiples. This is where you calculate the company’s price-to-earnings or P/E ratio. And then you estimate the earnings of the company for the next few years. If a typical P/E ratio is 15 and the projected earnings are 200,000 a year, the business would then be worth 3 million. Number four, you can do a discounted cashflow analysis. This is a complex formula that looks at the business’s annual cashflow and then projected into the future and then discounts the value of the future cashflow to today using some net present value calculation. Now I know it’s complicated to explain, but it’s really easy to find and use an NPV calculator online. And number five, one of the other things you will want to take into consideration is the question is the value of your business based on the geographic location, is there value to the right buyer? And are there any other intangible things that could incentivize the right buyer to value your prospects higher than at the straight price that’s on paper. I asked Tanya to tell me about this process of finding the value of her company as she shopped for the right buyer.
Tanya Posavatz,…: 15:09 The interesting thing is that we chose two different potential buyers. It was almost like we curated the sale and that we looked at who we thought might be a good fit, a good potential buyer. Um, and we reached out and both of them did valuations and both of their evaluations independently came out to the exact same amount. So it’s not a coincidence. It was less than we kind of spit-balled in our head. Our company was worth, but obviously those two valuations, since they came in at the exact same number was a more realistic valuation of what our company was worth. And so then between the number that you had in your head and then the valuation, how did you figure out what the right price was going to be? We both had already come to terms with selling. We were both excited about selling. And so at the end of the day, we weren’t going to walk away. And so well, the right price was what someone was willing to pay for sale happened very close to what that number was that both of those buyers came to us with
TX Mutual Insur…: 16:31 Support for this program comes from Texas Mutual Insurance Company, a safety focused Workers’ Comp provider, supplying information and resources that can help Texas employers stop accidents before they happen more at texasmutual.com. And now back to our show.
Host, Linsey Li…: 16:48 As we get to the sale, there are a lot of pieces that you might not intuitively know. So here’s a Cliff’s Notes on a few important things. Your professional team selling a business can be as casual or as buttoned up as you and the buyer want to make it. You can keep it simple and handle it yourself. Or you can assemble a team of professionals to consult and make sure that your best interest is always being considered. A professional team could consist of a business broker, a lawyer, and an accountant paperwork. You will also have a few important pieces of paperwork that will come into play. First. Someone will likely do a formal valuation on your business. Then you and the buyer will need to review standing contracts and vendor agreements for the company that’s being sold. You’ll then want to see if there’s anything that must carry over to the new buyer. There will be standard due diligence in transferring ownership of anything under the company name. And of course there will be a bill of sale that is legally binding and should be structured appropriately to handle any and all of the final details.
Linsey Lindberg…: 17:56 Did you end up having to bring in a broker or did, what, what was your professional team like that you had to assemble in order to conduct the sale?
Tanya Posavatz,…: 18:07 Yeah, I think that we reached out to an attorney at the very beginning of the process, just to ask some questions, but, and to get some advice. But after that, we were selling to someone that we knew personally, that we had known for years. And so we let him lead the charge as far as legal papers and drawing things up. And we trusted his integrity. Well, it was pretty straight forward. Um, the only issue was we had signed a three-year lease on an office space. And so that lease needed to be transferred because the way that this was structured was as a purchase of assets, he took on the assets, but he did not take on the liabilities of CLINK. And so we had to get that lease contract signed over to him. Uh, other than that, there was just a purchase agreement that had an addendum of all of the inventory that was being sold. And the other thing was the contracts that already existed between CLINK and our clients. We needed to figure out what was to happen to them. If it would just move over and the new owner just took over or if we needed to recontract. And that was something that it was different, the change from CLINK to CLINK because he kept the brand. And then when CLINK changed to Hosts, Hosts was considered a new company and everything had to be re contracted. Our CLINK contract did have a provision in it that if the company was sold, the contract would remain valid, but that’s important to have in your contract so that if you do sell, you don’t necessarily have to recontract with every client, but the new owner might decide that in order for it to be a clean break, they want to recontract. But that would be a decision that the new owner would make.
Host, Linsey Li…: 20:41 In episode seven, Dr. Stephie gave us an exercise to write out the pros, cons, and what ifs of, if you sold your business, and then she also asked you to envision, what would your life look like if you are no longer an owner, what do you think you’re going to do with all your free time? Will you be happy giving up that control? I asked this question to Tanya because in her sale she structured it so that she ended up carrying on business operations for the new owner. So did she enjoy the process of transitioning into a salaried employee instead of being the head honcho?
Tanya Posavatz,…: 21:18 I loved not being an owner. There was a period of time where there was an adjustment or a learning curve as far as what do I have the authority to do without letting you know about it or without getting your permission? Like, where is that level? I know if I need to buy a pack of pens, I can run to office Depot and buy a pack of pens. But if I want to buy a computer for someone, I probably have to run that by the new owner. And like, where is that threshold? What kind, if I want to take out an ad in this publication, like, is, does that cross the threshold? And so those were, I guess, the transitional pains, but it was just a learning situation. I had no ego about that. And at the end of the day, if I felt strongly about something and he didn’t agree personally, it was easy for me to let go and say, well, it’s not my company anymore. That’s fine. I don’t know that everyone can make that transition, but it was an easy transition for me to make the weight off. My shoulders was amazing. This stress level. I think I went from, uh, a 99 to a 25 overnight, as far as my stress level and any, you know, just, I would say life is a 25 level of stress. So it was amazing for me personally. Um, I still got to run the business, Denise and I became like co general managers. So the only thing I didn’t have to do was worry, how are we gonna make payroll? You know, those while as a good general manager, I wanted us to be profitable and it was still my concern. It wasn’t stressful for me anymore. And I became a much happier person, a much better mom. It was definitely the right decision for my personal well-being and happiness level. It’s easier said than done, but see this as an opportunity to step back and evaluate if you love what you’re doing, or if this is the universe giving you a kick to do something, you might not have the guts to do on your own. I moved out of events and into a new career in digital marketing. And if it hadn’t have been for COVID, I never would’ve had the guts to do that. Cause I was in a very happy place in a very content and settled place in my old job. And I don’t know how long it would have taken for me to realize that I wasn’t truly happy anymore. And that I wanted to do something new and move to a new city, which I will be doing this summer
Host, Linsey Li…: 24:32 On Emerging Texas Strong we finish the show by highlighting some of the key takeaways from our conversation. This week the advice is from Tanya herself. What advice do you have for owners who may want to set themselves up for a sale now or in the future?
New Speaker: 24:49 As far as advice for people who might be thinking about selling, set up your business as though you’re going to sell it. Even if you’re not planning on it now. Making sure that you’re pulling a salary. So you have a real idea of what your profitability is that you have marketable assets, um, a strong brand that you own. You have the trademark for in case the new owner wants to keep it. And we’ll give you something for that, making sure things aren’t tied to your cell phone number, uh, or your personal address, talking about that and what people might want to buy. What is a value of your company and building on those kinds of assets, trying to get a line of credit while you’re still in a good place and you don’t need it so that you’re not applying for one later and you’re not under the gun so that you can turn a deal down. If you don’t like the deal, you’re not up against a wall as far as I really need to take this deal. The other thing is you also get a better valuation if you sell on a high note and not on a low note is far as business on the books. If we had sold CLINK a year before or a year after, I mean, the, the slowdown stopped and, and business was rolling in and sometimes Denise and I would look at each other and see all of the business that was coming in. And for a second, we would say, should we have just powered through, because now things are great, but both of us were really enjoying, not being owners. And so it was a very quick, nah, we did fine. This is great. But I think that, you know, if we had sold a year before, during the good times or a year after once the business had come back, we would have gotten a higher valuation than we did in that moment, which I mean, it is what it is. But if you’re thinking about selling, you might want to sell high, don’t sell low.
Host, Linsey Li…: 27:02 I want to give a big Emerging Texas Strong, thank you, to Tanya Posavatz for the insight and experience she shared today. We are fortunate to have her as a guest who can walk us through this process because you don’t know what you don’t know until you’ve been there. And this is invaluable information for being able to make an educated decision. If you do take this route and sell speaking of which, if you’re enjoying this podcast or you’ve found it useful, please share an episode with a friend. We want to grow emerging, Texas strong as a free resource for business owners. So send it to someone who could use these lessons to be happier and healthier business owners. Join us next week for part three of our journey, “Should I Stay or Should I Go?” Where we get very clear on how approaching the question of exit strategy as an exercise and getting everything in place that you would need in order to attract a good buyer is actually the single best thing you can do to refresh your business and get ready to be leaner faster and ready for big growth in the economic recovery. Podcast production, interviews, edits, sound design, and office snacks for the Emerging Texas Strong podcast are done by Linsey Lindberg. Bios and business information for all guests featured in Season 1 can be found on EmergingTexasStrong.com. Find out how you can work with them and support Texas small business. To share the hope, the journey, the struggles, and the advice, be sure to follow, like rate and subscribe to Emerging Texas Strong on the web so you can always get your latest episode directly to your phone. And if you’re enjoying the show and you want to show some love, leave a five star review, it will help more people find us. Follow us on Facebook and LinkedIn @emergingtexasstrong or Twitter @texasstrongpod, where I’ll be sharing some special treats from Episode 8, like resources for small business owners, advice to prepare your business for sale, and the book built to sell, which is going to be on my shopping list this week, all mentioned in today’s show. And if you’d like to be interviewed, please reach out contact any EmergingTexasStrong.com. Emerging Texas Strong is a production of Earnest Media. If you’re interested in sponsoring a heartful podcast, focused on the journey of Texas business owners for a focused market audience, we’d love that. Email me: email@example.com. And remember, you’ve got a friend somewhere in Texas, who’s rooting for you. I’m your host, Linsey Lindberg. Join us next time for more stories of Texas small business on Emerging Texas Strong.
Tanya Posavatz,…: 29:36 As any parent who lets t heir child off into the world and cuts those strings. I really felt, you know, it’s your time to fly. And I had my time. And now this is a new chapter.
Texas Mutual In…: 29:47 Support for the Emerging Texas Strong podcast comes from Texas Mutual Insurance Company, a Workers’ Comp provider committed to helping companies build a stronger, safer Texas.