Posted: Jan 01, 2019
It's 2019 and after years of hard work you’ve now decided to sell your restaurant, perhaps to open a different business, or retire or relocate. Whatever the reason, selling a restaurant requires a strong strategy, careful planning, and detailed preparation. In this article, we’ll explore some essential tips and steps needed to put you on a path for a quicker sale at the highest possible price along with a smooth transition.
Let's Start With First Impressions.
The appearance of your restaurant not only matters to your customers, but it also matters to potential buyers. Bad “curb appeal” on the initial visit may be all it takes for a potential buyer to take a pass on a more in-depth look into the investment potential of your restaurant. Make sure everything inside and outside the restaurant is clean. If your establishment is a free-standing building, then the quality of care for the property will be an early indication of the level of care taken in building and growing the business over the years. Items like trimming the grass, keeping the parking lot and surrounding area clean and free of trash are crucial to curb appeal. Maintaining clean windows & glass doors, polishing handles, deep cleaning the grout in tile floors and shampooing carpeting are some simple things that will pay dividends to the buyers first impression. If the restaurant is a storefront location, then you'll also need to make sure any cleaning and improvements that may be the responsibility of the landlord are taken care of before showing the business.
Nothing says “I don’t care” or "I’ve given up on this place” more than broken or missing equipment. If your kitchen equipment is not in 100% working order, it may set up doubt in your financial presentation regarding production capabilities. Also, nonfunctional equipment is detrimental to employee morale and productively. Ultimately that lack of productivity shows up on the Profit and Loss Statement (P&L) in the form of increased labor cost. Every part of the restaurant should present itself as credible to handle the current volume as well as to grow the business in the future. Make sure all of your equipment works. I can not emphasize enough to take the time in advance to replace or repair any broken equipment.
Remove personal items you do not intend to include as part of the sale. Doing this helps avoid any misunderstandings later between buyer and seller. For example, your personal laptop computer used for the business sitting on your desk may be mistaken as part of the assets for sale. Later in this article, we'll cover making sure a complete equipment and asset list is written. However, the cleaner and less cluttered the visual aspect of the facility, the less chance for any misunderstanding when it comes time to negotiate.
And lastly regarding the facility, don’t be afraid to spend a little TLC money. Making a small investment, such as freshening up the paint, or replacing ceiling tiles, or reupholstering a ripped seat cover can go a long way to increase the visual appeal of your restaurant. These quick fixes will have a positive impact on your sale price and the time it takes to sell the business.
Presenting an honest, straightforward, financial picture of your restaurant is the most critical factor in determining accurate valuation and sale price. Professionally documented results regarding unit economics, profitability, and true owner benefit are what buyers, their accountant, and lawyer will be investigating in the due diligence phase of the process. Whether or not potential buyers purchase your restaurant depends on whether or not they think it will make money and provide a reasonable return on investment (ROI). Therefore, the financial information you provide to the buyer is the most significant factor in determining the success of the sale.
Ideally, you have practiced clear and organized bookkeeping since you started your business. If not, then arrange financial records going back at least one year before the time you list your restaurant for sale. That way potential buyers will have a trailing 12-month picture of the restaurant's performance and trending. It is likely that buyers will ask to see a profit and loss statements and a balance sheet. If you are unable to create them yourself, have your accountant prepare them in advance so you do not feel rushed later in the sale process.
Make A To-Do List For Yourself
Financial statements aren’t the only aspect of getting organized. This step also includes creating a written list of all hard assets such as furniture, fixtures, small wares, and equipment. Also, a copy of your lease should be available for review in the due diligence phase of the transaction. Additionally, be prepared to document that all of the restaurant’s bills are up to date. Be ready to prove in writing that your sales and payroll taxes are current and paid in full. Employee payroll information needs to be in a presentable format and up to date. A to-do list will help you make sure everything gets done so that the sale goes as smoothly as possible.
The Hunt For Buyers
There are two ways to find potential buyers: find them yourself or hire a business broker. The process of valuation, listing, advertising, and vetting potential buyers is time-consuming and in my opinion, requires professional experience and know how. Although many sellers take this step on their own, a professional business broker can support the process by offering recommendations and presentations that save time and attract more potential buyers.
When you interview brokers, be sure to ask them how long they have been in the business of selling businesses, what their specialty is, how many listings they have now, and how many restaurants they have sold in the past year. Also, ask if they have prepared contracts for this type of transaction and how they plan to determine the value of your restaurant. Discuss their answers with your financial and legal advisors to determine if the broker has the right qualifications, experience, and track record.
One prominent New York Business Broker I spoke with said "One of the other most important parts of selling your restaurant is to make sure your books are in order. It will be your job to prove out how much money trickles down to you through the company and what this can look like to potential buyers. Without this component, you will either fall prey to lower offers than you would otherwise be getting, no offers, or end up with buyers wasting your time and never getting to the finish line. Not having good books leads ultimately to the two biggest deal killers - lack of trust and too much time for the transaction to close. With a good broker and good books, most of the heavy lifting is completed in the beginning, before putting the business on the market. Once you sign with a broker, there should be significant time dedicated to proving out the numbers - what they are, and what they could be. Every minute you spend in the beginning will save 5-7 minutes later."
On the other hand, if you decide to go it alone and forgo hiring a business broker, then you'll need to get some additional advice from your attorney and account. They can assist you with the proper valuation and selling price. Setting an unrealistic or emotional price on the business will slow the sales process or cause it to fail altogether. Actions to take also includes advertising and listing the restaurant on websites that post restaurants for sale. Keep in mind professional business brokers also use these websites, so competition exists. However, if you study these websites carefully, you should be able to get a good idea on how to word your ad for better results.
Always Be Ready
Whether you list your restaurant on your own or with a broker be prepared to show your restaurant to potential buyers at all times. Since you may have a buyer visit you unannounced, it means keeping the restaurant clean, fully staffed and well-managed no matter the day and time. You never know when a buyer might drop by to take a look. I also remind my clients that any customer in the restaurant may actually be a buyer doing some research before they contact you.
Once The Buyer Is found
At this point, if you've found a buyer and negotiations have been successful, then the final step is the paperwork necessary to complete the transaction. The paperwork usually starts with an "Asset Purchase Agreement." Your attorney should prepare this document for you. The Asset Purchase Agreement details all the components of the sale. Items such as the sale price, the terms (if you are holding a note), a full and complete equipment list, the amount and value of the inventory you will have at the time of closing, the length of time (if any) that you are willing to train the new owner as well as any contingencies regarding the lease assignment from your landlord and of course a deadline date to close the transaction. Regardless of whether you're working with a business broker or selling on your own, in all cases, I recommend you have your attorney involved to ensure the Asset Purchase Agreement covers all the various aspects of the transaction.
In addition, once you have a buyer engaged but before the final closing date, you should continue to operate your restaurant as if you are not selling it. Acquisitions sometimes fall through at the last minute, and you don’t want to create extra work for yourself in getting everything back up to par again if that happens.
Plan And Proceed
Smart and detailed planning will minimize glitches and deal-killing problems, throughout the transaction. Business Brokers warn: "The biggest disasters all come with one thing in common - wasted time. Without proper planning, not only may you decide to accept an offer lower than what you desire, but you will lose a good portion of your time getting there. As the saying goes - An ounce of prevention is worth a pound of cure! Make sure you front-load your business and get all the materials you need in order before you sell it."
I recommend you spend the time upfront, planning the sale, organizing paperwork, investigating brokers and deciding the best time to execute your plan. Selling a restaurant can be a smooth, simple transaction if these tips along with the advice of your accountant and attorney are put into practice.
By Gary Occhiogrosso
January 1, 2019
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