MAU 10 | Selling Your Business

 

Thinking of selling your business? Toby VanOver is one of those visionaries who left a stable job, started his own business, and eventually sold it. In this episode, Toby and host Domenic Rinaldi discuss the importance of consulting and creating a stable team for your business in order to achieve consistency. Toby and his wife, Ann Marie, were the former owners of the home-staging company called Sizzle Productions Inc. Listen to this episode to discover how you can create a good team and sell your business to reap the most profits.

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Toby VanOver: Building And Selling Your Business

I am pleased to welcome my guest, Toby VanOver. Toby, along with his wife Ann Marie, started and built Sizzle Productions, a Chicago-based staging company. They built this business from scratch into a significant provider of residential and commercial staging services. For those of you not familiar with staging services, it’s become popular. If you have a home or a commercial space and it’s empty, the way to garner the highest value is to have it professionally staged. Staging companies like Sizzle Productions will come in and stage the space, bring in furniture, lamps, artwork, whatever you need. It’s tremendous service and it’s growing.

What’s impressive about this story with Toby and Ann Marie is that they both left good jobs to start this business. Toby was a tax practice leader with Ernst and Young and held a significant position. Ann Marie was a successful realtor. To add to that, they had two children in college and lots of responsibilities. They left that all behind to start this. To me, that’s the definition of an entrepreneur. In an incredible twist, the ultimate buyers of this business wound up being a husband and wife team. The husband, in fact, had left his job with a top tier consulting firm. You couldn’t write a better script. Toby, thank you for joining us on this episode of the M&A Unplugged podcast. It must’ve been somewhat surreal for you to have a husband and wife team make an offer on your business and ultimately buy it and see all the correlations between how you got started and what they were trying to do.

The couple that bought it, in addition to already having one three-year-old child, they had a four-month-old baby on the day that we closed. Every entrepreneur always envisions someone who will emulate themselves, or at least that they can feel comfortable handing off their business to. We felt comfortable with the buyers because they were, we like to say a mini us. They were many years younger, but they had the drive and the energy and we saw many parallels in their lives.

It must have felt good to be turning over the business to a couple like that. That had to be exciting because you’ve built a legacy. You built that business from scratch and to turn it over in a similar situation must’ve been rewarding.

We pinch ourselves and say, “We couldn’t have written a script for a better buyer.” As you know, the buyers came through Sun Acquisitions.

Thank you for that little plug there. You were a pleasure to work with and Ann Marie. We’re happy. Let’s start with where you’re at. You’ve sold the business but that wasn’t all you sold. You sold your business and your house. You moved. You’re in retirement.

We moved from the North Shore where we had resided for almost 27 years and bought a home in South Carolina. It’s on a large lake, almost a thousand miles of shoreline. Mid-November, we sold the business. We had a 90-day commitment to the new owners for consulting. We were passing the baton to be there to answer questions and make introductions, various assorted housekeeping items and running the bones of the business, if you will, to make sure that we were there to assist in any way that they needed us. That took us through February 15th. We then had two offers on our home within a couple of days. It never was formally listed so we had to get going.

There are studies out there that sometimes owners sell their businesses and there’s some remorse, they didn’t feel like the transaction was what they wanted or they didn’t have the next thing to go do. In your case, talking to you, it doesn’t sound like that’s the case at all.

MAU 10 | Selling Your Business

Selling Your Business: At every juncture of building a business, you question it.

 

Every single day we thank our lucky stars that everything worked out wonderful. We could not have had a better buyer than the two young people who bought it. We absolutely have no regrets, not for one minute.

It’s in the good column of no remorse and sold the business in a great way and we’re able to move on to the next thing that was meaningful in your life. Toby, congratulations to you and Ann Marie, it couldn’t happen to two nicer people and we’re glad to see that you’ve landed where you are. Let’s go back to the beginning. I love to hear these stories. I know you had a fairly significant job, and Ann Marie was a realtor at the time and you both decided, “We’re going to leave this all behind,” and you’re going to start this new thing. At the time you did this, staging was a known thing but nowhere near what it is now.

When we started, our friends and former colleagues said, “What are you guys doing with staging? Did you guys have a theater background, something with the Shubert Theatre?” That was pre-HGTV. It was much scarier and there were many days that we looked at each other and said, “What the heck did we get ourselves into?” We did have a business plan and we said if we kept making our goals and Guideposts gave us the signal, “We’ve hit that threshold. We’ll invest a little more.” At every juncture, you question it, unlike the sale of the business. That was in retrospect, comparing the two, a no brainer.

You leave your job, Ann Marie stops doing realty work, where did you start? What was the first thing that you all did?

As luck or fate and fortune would have it, our first engagement was for a neighbor and friend who were having their home completely gut rehabbed. We had been out to dinner with them at the club. They were having second thoughts about how much they had bitten off with their home rehab. We catalogued that and said, “We’re thrilled for what you’re going to have at the end. Keep focused on that.” At the same time, the next day, Ann Marie received a call from another friend who was selling three of his properties on the North Shore and he was having trouble. Ann Marie assessed it and said, “We’ve got a great team of realtors there and good agency. I would suggest, don’t change horses in the middle of the race.”

That same evening at about 1:00 AM, Ann Marie bolted up in bed and she said, “I’ve got the answer.” I’m thinking candidly that she’s had either a nightmare or sleep talking. The upshot of it was our friends that were having their home refurbished and they were commiserating the day before about all the consternation they were going to have to go through to have the furniture moved out of the home and put in storage. We said, “Let’s take all of the furniture from our friend’s home and we will put it over into this other individual’s home who needs a model home to help sell all three.” We got everyone together. Everyone thought it was a great win-win situation. That was our first staging engagement.

You didn’t have any, at this point, staging inventory. We can talk a little bit about that. You had no staging inventory, but you took all this furniture from one place and put it in another and you were in business.

Quickly on the heels of that, Ann Marie, a number of realtors had approached her to stage their listings, and she felt that the answer was always, “Thank you. That’s kind of you to ask.” That is her value-added amenity when getting listings. She felt that she couldn’t give that service away or sell that service. Unfortunately, again, a close friend of hers who is also a broker in the north shore said, “Ann Marie, I’m going to keep asking you every single day until you say yes, so you might as well say yes now. We need to get a new construction multi-unit building staged. It’s never going to sell. It’s too near the railroad track in the North Shore and I know that it would look beautiful if you were to stage it.”

Every entrepreneur always envisions someone who will emulate themselves or that they can feel comfortable handing off their business to. Click To Tweet

We took the assignment on with the understanding that she couldn’t tell anyone that we had done this for her. She had already told numerous other agents the answer would be no. The agent Ann Marie had agreed to stage the residents for, left the country and that weekend that we staged that, it went on a contract and it was a cash offer. The buyers of that condo wanted a quick close. That was one of the drivers for their wanting to buy this property. They wanted to buy some of the furniture. The helping realtor had to find out that yes, Ann Marie and Toby VanOver were the ones who staged it, so the word was out.

Was there furniture in this house before or was it empty?

It was empty. We said, “We’ll do it.” We put together a business plan. That was our first revenue-generating staging engagement. Because Ann Marie had told about 12 to 15 other realtors, she then sent out a quick letter saying, “I’m now going to be offering this to realtors on the North Shore.” It picked up from there. Within a matter of probably three months, we both said, “We’re putting a ton of money in this. We’re going to have to jump in with both feet. We can’t both do our 60-hour week other job.” That’s when we jumped in with both feet.

The investment was in your inventory, furniture and artwork.

Lamps, bedding. Exactly.

Your foothold was on the North Shore and in the Chicago market. How did you grow from there? I know when you sold it, you were covering a broad area and you went beyond residential, you were doing commercial properties.

We started on the North Shore and our toehold was new construction. We’re going back years ago. We realized builders tend to aggregate and of course, they have their own network and it became popular amongst them. Our properties are selling faster. We’re getting closer to our asking price and in some cases over asking price. They became our early adopters. As we looked at the potential market, we realized there’s a lot more potential in Chicago than there is on the North Shore, from Winnetka up through Lake Bluff. Some of the builders that we had worked with on the North Shore also had projects in the city and we naturally migrated to the city. Obviously, there was far more business in the city than there was in the North Shore.

Is that because there are many more units in a densely populated area?

MAU 10 | Selling Your Business

Selling Your Business: Builders tend to aggregate and have their own network.

 

Absolutely, you have purely numbers. The aggregate population probably of the North Shore has maybe 500,000 people. That’s being generous. You’re looking at millions of people. We did some huge developments. Some of the skyline condo buildings in downtown Chicago, we were honored to provide the models for those. After the shakeout, as I call it, when the economy years ago went south, we started doing more individual, smaller residences rather than doing a large commercial because that market had evaporated. We found that that was equally profitable and there were certainly far more single-family residents available, be it a condo or townhome than large developers who needed our services.

What happened during the recession? I know it was impossible to sell real estate. Did the need for your services increase during the real estate meltdown?

It was almost the inverse. When things were selling well, someone would question, “Do we spend the investment that is going to yield the returns that we want during the downturn?” It was a necessity and that was truly how prospective sellers viewed the services of staging.

You needed to have any advantage you could during the real estate meltdown to have your property stand out from all the others. Toby, you built this successful business, you acquired more inventory, it sounds like your relationships took you in all sorts of directions and you and Ann Marie built a tremendous business with a lot of scale. When did you first start thinking, “We have something here that might be valuable and we could sell this?”

I’m not sure that we came to that understanding. We knew that both because of our age and the investment that we had made, that we were going to either have to take it to the next level, which would perhaps be franchising or something on a much larger regional or national level. Quite frankly, we didn’t feel that we had the energy level to do that. Interestingly enough, Ken Kurtz had sent us something back in early March of 2018, I’m not sure if it was something as simple as, “What is the right time to sell your business?” He had sent that, at the same time, one of our competitors asked if we could join him and his wife with some of their team members to go out to dinner and see if there might be some synergies for us to get together. It became apparent to us that they were underfunded. It would not have been a good fit and we realized that we didn’t need to take it any further. That may have cemented in our mind’s eye that it may be the right time to at least start exploring.

A local competitor approached you. You had what we call a dance with them a little bit and you realized, “This probably isn’t the right exit for us.” It led you down the path to deciding that maybe selling was in the cards.

It was somewhat fortuitous at the time, so we thought. A friend had called and he had been one of our primary vendors for one of the hard lines that we bought wholesale. He had changed jobs and I had teased him in the past. He and his wife both, we became professional friends as well as personal friends. We stage property for them and his brother-in-law and his sister-in-law. His first name is Stan. I was teasing Stan, I said, “Stan, I always thought that you are going to either come work with me or you were going to buy the business.” That casual comment led to introducing this to someone else that was a mutual friend of his, who is interested in buying a business. Unfortunately, it also became apparent to Ann Marie and I, this was not the right buyer. He, we think was underfunded, didn’t have the drive, and certainly didn’t meet and match all the skillsets that we felt were most important for this business to be successful.

After those two attempts, or maybe not even attempts, but you went down the path a little bit, you decided maybe it’s time to bring in a professional. You hire our firm, Sun Acquisitions, and we go on to represent you. I want to talk about the process. Let’s start at the highest level. What was your expectation of the process and how did that unfold for you? I’m curious to see what your thoughts were coming into it and then how you felt at the end of the process.

Every entrepreneur always wants to drive the bus; they don't want to be a passenger on it. Click To Tweet

We had a brief conversation with Ken Kurtz in mid-March. The first week of June, Ken had again sent us some flyer. We had kept in touch and our expectation was that we wanted to sell the business, that we were not going to dip our toe in. As an entrepreneur, Domenic, we always want to drive a bus. We don’t want to be a passenger on it. I mistakenly thought that my experience with a big six, big four accounting firm and Ann Marie’s sales acumen as a real estate broker, that we would be able to sell the business on our own. It became apparent to us that we were going to have to turn to a professional firm like Sun Acquisitions who had the experience and the know-how to drive that process. Ken was professional. In our first meeting, we walked away. Our expectations were this firm has sold a lot of businesses, a lot of different kinds of businesses and we were impressed with the professionalism of our first meeting with Ken. He had introduced us to you also briefly at the conclusion of that meeting.

You had never bought or sold a business before?

No. I had owned another business many years before, but it was a much smaller scale, unrelated and it was something that I had only been involved in for a short period of time. I had bought an existing business and within a matter of four years had increased it, sold it, flipped it and then went in a different direction. I had no, what I would call, experience with a professional company to sell a business before.

Let’s break down the process. You have the business valued and then you get to market. You meet with buyers and the buyers ask you tons of questions and then you get offers and move in the diligence. There’s a lot involved and you’ve got to see it firsthand. Had you anticipated all of the things that would go into selling the business? Could you have imagined all the things that would have happened?

No.

Talk to me about that. What were the surprises for you? The M&A Unplugged community would love to learn, where were you surprised along the way?

I was surprised by the professionalism. I hope I don’t sound patronizing. I’ll give you an example. We met with Ken in the first week of June.

I should let everybody know who Ken is. Ken is one of the advisors here at Sun Acquisitions and he helped Toby and Ann Marie get their business sold.

MAU 10 | Selling Your Business

Selling Your Business: You need someone who will articulate the importance of the business, looking at it from the buyer’s perspective and induce you not push the panic button.

 

He asked for financials. He wanted to see cashflow sheets. He also wanted to understand our business to verify that we had a viable business, that we were clean under our fingernails, that everything was as we said it was. I certainly understood the due diligence that Sun Acquisitions did of us. I also appreciated the time Ken took to understand our business and he worked through various clarifications on the financials and he also helped to develop a marketing brochure. I didn’t realize that it would be as in-depth as it was. Sun Acquisitions took the time to understand the business. It wasn’t, “Here’s a company that does staging. This is what they gross. This is what their expenses are.” I was impressed that Sun Acquisitions looked at our business with a large microscope and they wanted to understand the nuts and bolts in the financial dynamics of the business.

You go on to the next step, you started to meet buyers. Talk to me about your experience in meeting buyers. What was that like? I know when you met the buyers, they bought the business. There was that obvious connection. You met a bunch of others. Talk about your experience there. What did you learn from going through those discussions, meetings and interviews?

Going back to our timeline in mid-July, Ken had finished the marketing brochure. He had introduced us to Joe Beer. Joe’s title with Sun Acquisitions was director of closing. When I say you, Domenic, I mean Sun Acquisitions prepped us well for some of the questions that buyers will want. It was almost like a tutorial of, “These will be some of the questions. We want you to be forthright, but we also don’t want you to share too much about the business at this point, place and time.” I found that valuable to me and Ann Marie.

You get through the process with buyers and you start to get offers and you accept an offer and you move in due diligence. What was that like for you going through due diligence?

Ann Marie did the majority of the due diligence. Joe was absolutely nothing short of stellar. Joe Beer made sure that these 84-line items were in bite-size so that we could evaluate, answer, respond completely, and not be overwhelmed. It was at first blush a rather daunting list of requests.

For people that haven’t been through the diligence process, when you get to an accepted offer, the first thing a buyer is going to do is deliver a list of all the things they want to see. In many cases, it’s a standard list that an accountant, an attorney, or some professional will pull together. We’ve seen lists as large as 300-plus items. It can be daunting. In your case, I don’t know exactly how many items were on it, but it sounds like there were a lot. I’m going to guess, having done this a couple of hundred times, half of them didn’t even apply to your business. Is that a fair statement?

Some of them didn’t and some of them seemed redundant. The buyers who bought the business, he was a consultant with part of an M&A practice. He certainly knew how to look at a business. He wanted to see it in 3D.

It’s not unusual. This is the opportunity for buyers to peel back the onion on the business and see what’s there, which is their right. They’re going to spend good money, they need the opportunity to see everything, but it can take time and effort. Can you remember anywhere along that process where you and Ann Marie looked at each other and went, “We’re trying to run a business and these requests are coming from every angle. This is a lot.”

When getting ready to sell your business, it's paramount to have a cadre of professionals and be completely up to speed on M&A. Click To Tweet

Ann Marie and I absolutely looked at each other and said, “Are you kidding me? Do we need to answer all these questions and why are they asking this?” Thank goodness Joe calmly and discreetly broke things down. He articulated the importance of looking at it from the buyer’s perspective. He was a bit of a salesman and he induced us not to push the panic button. We did receive an offer right out of the shoot. Ann Marie and I were out of state and we came back and Ken had texted saying, “Call me right away, whenever you guys land. We’ve received a full-price offer.” That was on Monday the 13th and on that Friday, we had met interim time with several other buyers that Sun Acquisitions had lined up. The buyers who ultimately bought the business, we met them Friday afternoon and we received the offer from them that Friday by day’s end.

In the diligence process, we get these reactions a lot from people, “I can’t believe the number of requests that are coming our way.” Do you think there’s anything you could have done while you were running the business that would have made that process simpler and easier?

One of the things that Ken and Joe impressed upon us was, “You need to continue to run the business as though it weren’t for sale. We want you to continue to have the same percentage of growth that you’ve had every month, every quarter and this is going to be a process that we have to buckle in and do.” There’s no question it did take a lot of extra effort, but it was well worth the effort.

Thank you so much for bringing that up and to the M&A Unplugged podcast community, Toby brought up a key point here that we try to impart to all of our clients. It’s critical to continue to run your business almost better than ever once you decide to sell. We have had some unfortunate stories where owners get ready to sell and they decide to put the business on the market and then they will check out. They won’t pay as much attention and the business suffers and there’s nothing harder for an M&A advisor representing a business that is in decline. It makes for a difficult situation and the loss of value for the owner in most cases. Point well taken, Toby. Thank you.

Thank you. You allowed me to share this, to keep the revenue coming in and put changes and personnel. Joe and Ken did such a great job of articulating the importance of continuing to polish the business, make sure that it doesn’t have any rough spots on it and make sure that everything is running in tip-top shape.

That’s exactly the point, you want to maintain value and get the highest value for your business, have it doing the best as you’re trying to get through the sale process. Toby, you’re getting through diligence and you’re then starting to work with attorneys and finalize the transaction. There was one other thing in your business that is worth discussing a little bit without getting into specifics and numbers or anything like that. You ran the business as a C corporation. For people who are out there and have an entity that’s a C corp, when it comes time to sell, there are certain taxes that you’re going to have to pay both at the corporate level and the individual level. It can eat into the proceeds of your business. Toby, we had that situation here. Through some different methodologies, we’re able to minimize the tax liability of a C corp because you and Ann Marie had been such a big part of this business and growing. The business was built on the backs of the two of you. Can you talk about that a little bit?

Domenic, you’re exactly right. Having been in a position with a big four company, I was almost embarrassed that I hadn’t taken the time to maximize from a tax perspective the structure of the business. The way the C corporation and moving it over to a sub S corporation, there wasn’t an easy way to make the fix in a legal long-term way. We’re fortunate enough to have you and your team there to say, “We think that there might be a way.” If you’ll indulge me in this, whether it’s a professional company that’s going to go public, we know that they oftentimes had a small accounting firm and an attorney that maybe was a friend.

When someone is getting ready to sell their business, it’s absolutely paramount to have your cadre of professionals, your attorney, your accountant, be completely up to speed on M&A. If they’re not, then it’s time to develop that new relationship. When I had voiced that concern, you were kind enough through Joe Beer and Ken Kurtz to suggest a couple of names. Those professionals became part and parcel of our team to help sell the business and they came up with significant savings that we thought wasn’t even possible.

MAU 10 | Selling Your Business

Selling Your Business: Continue to run the business and polish it as though it weren’t for sale, making sure that it doesn’t have any rough spots and that everything is running in tip-top shape.

 

This is such a key area and I would like to add on to that, I would suggest that the moment and time to consult these people is well in advance once you’ve decided to sell. I’ve been in a lot of various seminars and one of the truest things that I’ve ever heard is, “You should be running your business every day as though you’re going to sell it.” That moment in time may be forced upon you earlier than you would have liked and to maximize the value of your business, you want to be paying attention to all of these things early on.

I know it’s a hard thing for people to wrap their heads around because you’re busy building a business and maintaining what you have. It won’t take much to consult with a couple of M&A advisors, good M&A accountant, M&A attorney and M&A advisor, well in advance when you’re ready to sell. They can look at your business in certain ways and give you some great advice so that when the moment does arrive, you’re in the best position possible. It’s not just about what you sell the business for, it’s how much you keep and put in your pocket. In this case, Toby and Ann Marie, luckily you were able to not only have a nice purchase price but also your net number was a good number because of the strategies you were able to deploy.

In retrospect, what you said should be underscored. It is important to have the right team in place long before because in our particular case, we were running and playing catch up and if you can imagine getting a new attorney, getting a new M&A accountant, they were excellent. It would have made the whole process less stressful if we could have had those people in place well in advance.

Toby, thank you for those comments. I would ask you from a high level, if there was one piece of advice that you would offer to other business owners about the process of selling their business, what would it be?

I would say trust your advisor at Sun Acquisitions. I can’t begin to explain the importance of line items that Ken and Joe shared with us during the process, something as simple as an example, “We want to limit the interaction that you have. I want that to be structured. I don’t want it to be offline conversations.” We first heard that I thought that seemed a little restrictive and second, I couldn’t see the value in it. We heeded their advice on things. It was simple as that and other more important facts such as when we inquired about who would you suggest that we engage that would be part of the team for professional services, attorney, accountant. It comes back to trusting them and having that leap of faith. All entrepreneurs, we do things with a gut level and we take those risks. Once you make the commitment to go with the advisor, you have to listen and heed their advice and their wise counsel. You guys have done these hundreds of times and as an entrepreneur, it’s going to be maybe a once or twice event in their entire life.

Toby, I want to thank you so much for being our guest and I’m so happy for you and Ann Marie. I wish you nothing but the best as you explore your new adventure down in South Carolina. It sounds awesome.

Domenic, the pleasure is all ours. We can’t thank you and the Sun Acquisitions team enough and the very best to you and the team.

M&A Unplugged community, let me summarize a few of the key points that Toby brought up during our interview. One, entrepreneurs have a natural tendency to want to do things themselves. As an entrepreneur myself, we’re A-type personalities, there’s nothing we can’t do. A common theme that you’re going to hear from the people that we interview and certainly from us is, having the right set of advisors involved in your business. Not just when you’re ready to sell, but while you’re running it, and then when you’re ready to sell. It can make a significant difference in the value of your business and not just what you sell it for, but how much you walk away with.

The other thing that Toby covered a little bit was diligence and how intrusive that can be and how overwhelming it can be and daunting. With the right set of advisors, you can make your way through that. It may seem daunting, but there’s a methodical way to get through it. There are many things that can be done well in advance of selling your business to make sure that it’s in the best shape possible. The third nugget that Toby gave us, which is absolutely true, we say this to people all the time, the moment you decide that you’re going to sell your business is the exact time to pay as much attention to it as you possibly can. Keeping the business running smoothly and trending in the right direction is important to maximizing the value in the final transaction.

What a tremendous opportunity to meet with Toby and interview him. I’m happy that he and Ann Marie are enjoying retirement. If you would like to learn more about the process of acquiring or selling a business, please visit our website at SunAcquisitions.com or feel free to reach out to me at [email protected]. I look forward to seeing you on the next episode of the M&A Unplugged. Until then, please remember, scaling, acquiring or selling a business takes time, preparation and proper knowledge.

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