Thomas Smale is the CEO and Founder of FE International. He and his team helps entrepreneurs sell their self funded and profitable businesses. He is sharing the details of what it takes to work through the process for a successful and profitable business exit.
In this episode we will cover:
- Types of businesses that can be sold
- Evaluation elements
- Our role as the M&A
- Length of Time to sell your business
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Episode 203: Your Dream Exit Strategy with Thomas Smale Transcript
Andrea: [00:00:03] Welcome to the Legalpreneur Podcast. I’m your host, Andrea Sager, founder and CEO of Legalpreneur, Inc. As a serial entrepreneur and someone that works exclusively with small business owners legally protecting their business, I’m dedicated to covering common legal issues faced by business owners, providing you with the business knowledge you need to catapult your businesses growth and showing you just how some of the world’s most elite entrepreneurs have handled these legal and business issues themselves in true attorney fashion. The information in this episode is not legal advice. This is for informational purposes only, and you should always consult with your attorney before implementing any of the information in the show. Hello there. Welcome back to another episode of the Legalpreneur podcast.
Andrea: [00:00:52] I personally am very, very excited about today’s guest because he is going to talk all things about selling businesses. So if you’re a small business owner listening in, this is something you want to listen up to because you may have never even thought about selling your own business, but he is going to chat about how you can prepare and even to know if you have something that can be sold. So today we have Thomas Smale with FE International. Thank you, Thomas, so much for joining us.
Thomas: [00:01:19] Hi, Andrea. Thank you so much for inviting me on.
Andrea: [00:01:21] Yes, I am super pumped about this because I. So we’re now in Legalpreneur full startup mode. So our goal is to sell one day. So I’m personally really excited to talk to you about this, but can you tell the audience really who you are and how you got to where you are today?
Thomas: [00:01:38] Yeah, sure. So I founded FE International in 2010. Back in 2010, there were not if you had a business to sell and you operated in the online space, so maybe you had a blog, maybe you had a software product, an e-commerce store. Things like YouTube are not as popular then, but maybe you had some sort of creator that wasn’t really any way you could sell your business. There were small marketplaces, so I think eBay or eBay, and if you had $1,000,000,000 business, you could call an investment bank like Goldman Sachs or Morgan Stanley. If you had a business worth $1,000,000, 500,000, 10 million, there was no one to call. So what we do today is we help small business owners in the online space sell their business. So technically it’s called mergers and acquisitions. But the really simple way of thinking about it is we help founders sell their business back in 2010 that no one really knew about what we do today. So we spent the first couple of years of the company just producing content. So purely educational. We had a book and a course kind of coaching a members area, teaching people how to sell businesses for themselves. We pivoted 100% into M&A or selling businesses for people in about 2012.
Thomas: [00:03:00] So two years into the business. And that was because people went through my course, went through the book, went through the coaching, and people with established businesses said, Hey, Thomas, this is really helpful. But actually, like, we don’t want to do it ourselves. We want someone to sell our business for us. So we kind of pivoted from teaching into doing. But I feel like in the very early days, if you’re if you’re looking at this in 2022, it’s kind of hard to understand what the industry was like back then, nowhere near as much educational material back then. So we kind of had to educate the market, almost kind of created an industry for ourselves and then we’ve really kind of compounded and grown from there. We’re now across everything we do. So the wider business is not just M&A, but I guess to the purpose of today, that’s what we are. We’re about 130 people worldwide. We have an office in New York, San Francisco, Miami, London, and then we have some remote people as well. So it’s very much gone from starting from nothing, just me and my bedroom, essentially with no money to a much bigger organization.
Andrea: [00:04:06] That’s incredible like that. That’s really big to grow from being in your bedroom now. Multiple countries, I mean, your worldwide like that’s incredible. So kudos to you for that. So can you let the audience in on really what types of businesses you can sell? Because I mean, the audience, they range from TOK creators to influencers on Instagram, just bloggers, and they have clothing boutiques, they have, you know, any type of educational material you can think of, any type of coach you can think of. Can you give some insight into really more specific if there’s like a particular type of business that does really well in selling? Can you give us some insight into that?
Thomas: [00:04:52] Yeah. So firstly, almost any business can be sold. I guess the more relevant question is can you get like a good valuation for it? Will there be a lot of demand? So I guess that’s the more relevant part when it comes to creative businesses generally. The biggest challenge we see and we’ve worked with back in 2010, it was primarily bloggers. Now the social media world is expanded. You now have platforms like Tiktok, YouTube, Instagram, where you can build a fantastic business without needing to write any content. But back then it was basically just bloggers. So we’ve worked with the creative crowd since day one of the the the business, and we’ve successfully sold a lot of those companies. Probably the biggest challenge is starting out to build a kind of audience on social media. Generally, people follow people, they don’t follow companies or corporations. They want to kind of engage with the person. So in your business, it’s Andrea, it’s you. In my business, it was very much me. And then as time goes on, that kind of changes. So when you start out, it’s absolutely fine to build a bit of a brand around you, although I would always suggest not building your brand name around your personal name. So I don’t like if your business was Andrea the attorney.
Thomas: [00:06:14] That’s not as good as Legalpreneur was. Like Thomas, the M&A guy. I think of that. Not a good name. So come up with a generic brand name relevant to your industry that is not your personal name. Because when you come to selling a business, you generally selling all the IP, all the assets, and in that case it can get quite complex because you’re essentially selling someone else the ability to use your name, your image, all of those kind of things that would be related to what you’ve put your name behind. Whereas if you have a generic name, all of the content you create is much easier to to hand over to an acquirer. So as you’re building up, it’s absolutely fine to build it around yourself when you’re starting out. But if you want to get to the stage where. You can’t eventually be sold. You want to build your business so it’s not 100% reliant on you. So what we tend to do with course creators, bloggers, YouTubers, podcast podcasters you want to sell their business is before a sale. If they’re producing all of the content themselves. We try and introduce either a co-host if it’s a podcast or outsource some videos. If it’s a YouTube channel, outsource written content if it’s a blog.
Thomas: [00:07:29] So the audience that you’ve built are introduced to the idea of new people being involved. So then if the business is acquired, the buyer can come in and they can be the the new host or whatever. And is not that weird? That person dropping off. I guess if you think about like TV shows, there are a lot of TV shows just built around an individual. And when that individual leaves, the TV show just ends. That’s not what you’re trying to do. When you’re creating a business, you kind of want to build it around a more generic name so people can kind of interchangeably come in and out. So that’s usually the biggest challenge with creative businesses. Beyond that, it doesn’t really matter what you’re selling from a desirability perspective. There are buyers out there. If you’re selling physical products, maybe you’re selling digital products, maybe you’re just selling ad space. Maybe you’re just an affiliate of different products. Maybe you’re selling services. There are buys out there for everything. Yes, this would be an entirely different conversation. There are different valuation elements based on what you’re selling, but essentially. As long as we’re not just selling you as the owner, that the business can be solved.
Andrea: [00:08:47] Okay. And do you have a sweet spot of where a business is revenue wise to get them sold?
Thomas: [00:08:57] No, not really. We don’t necessarily have a minimum. We generally will not touch any businesses below 250,000 in valuation. That is somewhat fluid. Some business models might be higher, some might be lower. I would say for a creative business that’s generally, generally at least $5,000 a month. And then beyond that, we’re representing a course business at the moment, which is in the region of $20 million revenue, and they just sell digital courses. So we kind of go as high as you can possibly get. We would go up to generally what you find with creative businesses. If they’re smaller than 5000 a month, they might be great businesses for the owner, but they might be difficult to acquire because they’re probably still too reliant on the individual running.
Andrea: [00:09:47] Right. So when it comes to. Selling the actual business, because I know you said you’re representing these businesses. Can you give the audience some insight into what your role is in this because you’re essentially a broker, is that correct?
Thomas: [00:10:05] Exactly. You could also. So we call it M&A. You could also call it business broker. We could argue all day about the semantics between the two different things, but essentially the same thing. I think one of the things we do which we think differentiates ourselves is we’re very much full service M&A. Often if you go to a broker, they’ll kind of do like half of the work. Like what a lazy broker will do is kind of forward all communication to attorneys, accountants, client. They don’t really do that much themselves. We tend to be the opposite. We will micromanage the entire process from valuation, which we do in-house, preparing a deal for sale, which involves primarily accounting, audit work. We do all of that negotiation with buyers, which includes basic legal negotiation as well, so kind of high level terms. We generally then draft contracts in houses as well. And then depending on the size and the complexity of the deal, generally a buyer or seller will involve very legal counsel that will usually involve an accountant as well to kind of sign off on financials or review a purchase agreement. And then we navigate through a due diligence process which depending on the size of the business, it’s usually 30 to 60 days of reviewing financials, legal considerations, operations, other things like that, all the way through to closing. So if you work with us as an M&A firm, we work with you literally from day one, which is what is your business worth if you want to sell it, we then represent you go through to cash in your bank and you’ve been paid. We very much at least our ethos and approach is make it as easy as possible for the seller by doing absolutely everything for them. We’re not just forwarding emails, we’re not a marketplace, we’re not a platform. Like it’s real people, it’s a real service business and we do everything right.
Andrea: [00:12:02] Do you have any. I’m very curious. Do you have any, like, crazy stories where like this maybe a business came to you and they didn’t know really what their business was worth? And it turned out they got like a really big payday that they weren’t exactly expecting.
Thomas: [00:12:18] Yeah, I think generally the average business owner, I guess is three different types of business owner, one who assumes their business is not sellable at all, but it actually really is. The second group is the complete opposite. They think their business is is fantastic and they think it’s worth drastically more than it is. And then the middle group, which I guess tends to be our client, is someone who’s actively planned to sell their business at some stage. So they’ve got a pretty good idea of what valuation is, they got an idea of what their expectations are. They’re quite realistic. But we’ve worked with, particularly with creators, I’d say a lot of creators when they’re creating on their business, they don’t really think about selling. They usually think about quitting their job. Maybe it’s just additional income, like a side hustle or whatever you want to call it on top of your day to day income. A lot of them don’t ever realize that they can sell their business at all. But we’ve worked to have a business we sold. Very recently, the lady who built the business was a proofreader by trade. So she was a professional proofreader, professional editor. She created a course around proofreading and editing, but it was somewhat built around her. So the business was not called her personal name, but it definitely had an element of her creating the courses and being part of the course. So we worked with her to remove some of her name similarities on the website part of the course bring in some third parties who could help produce content.
Thomas: [00:13:58] It was a good business. It was making money, so it was almost making seven figures a year. So it wasn’t a small business, but she had no clue it could be sold. And that business ended up selling for. Mid seven figure range. And at least my understanding is that she’s not planning on ever having to work again. Well, she definitely doesn’t have to financially. And essentially the business is entirely built around things she knew. I think one of the best things about being a creator is. Almost anything you know about personally can be turned into a seven figure business. Can you turn it into $1,000,000,000 business? Not necessarily. Can you turn almost any interest that has some commercial commercial element you can monetize? Almost anything can be a seven figure business. So a lot of people would think proofreading, not particularly lucrative. But what we found with that business is a lot of people would think, oh, proofreading. If you look at the data, I think they’re saying like only 10,000 proof readers in the US. So I think a lot of people would say, well, proofreading is a stupid business because you could only sell to 10,000 potential people. But the reality is almost any business leader. Anyone writing content is proofreading all the time, like I spend as CEO of 130 people. I probably spend at least an hour a day essentially proofreading things. So sometimes a business that you might not really think about can have a much broader reach than just the kind of initial audience you think might be the audience.
Andrea: [00:15:43] Yeah, no, that’s an incredible. That’s awesome. And that’s that’s why I really want to have this conversation and get our audience thinking about these things, because a lot of them are great creators. They’ve created these amazing businesses, but they don’t even have the concept in their mind that it’s sellable. They’re just they’ve created a job for themselves and they haven’t realized the potential that’s there. And that’s why we’re actually having our event dream bigger, to get these to get our audience dreaming bigger, to realize, Hey, you really have something here, and it can be sold for something bigger than just you having a day job. You were just working for yourself. Like there’s way more potential here than you actually realize. So I’m really excited that we’re having this conversation. In case you missed it, Our flash sale for Dream Bigger is now over. That crazy good deal that you’ll never see again. It’s gone.
Andrea: [00:16:36] However. Tickets are actually now 50% off. General VIP. Whatever you want. 50% off. Get them now because this event is going to sell out. I don’t know when, however, it will sell out. We are so excited for this. We have Ali Webb, Danielle Canty, Pollyanna Reid. We have Chris Harder. Lorie Harder. So many more big names that are going to be announced soon. So stay tuned. But for now, go get your ticket 50% off and get those rooms booked as well. I cannot wait to see you in Phoenix, October 5th.
Andrea: [00:17:17] So when it comes to. Starting a deal. I know this. Can vary very widely, but what do you have like an average time of when a business owner comes to you and they say, hey, I want to sell my business, I know not every business will sell, but what can somebody expect when they approach you? And they’re like, Hey, I want to sell my business? Is this going to take weeks, months, years? What should they even have in their mind?
Thomas: [00:17:50] Yeah. So if you look at our actual averages, the average from the first contact we ever have with someone through to physically selling their business is usually measured in years, not weeks or months. The differential with your question specifically is if they are actually ready to sell now and they’re happy with the valuation. So let’s say we value their business $5 million and they say, oh, well, I was hoping for 4 million. So actually 5 million is great. Let’s go ahead and start the process from there. We have quite a lot of us micromanaging the process. We’re quite strict with timelines. So if you work with us, you can have a very consistent experience regardless of what your business is. The only real variable is size and an element of generally a bigger business is more complex. It takes a little bit more time. Usually we turn valuations around in a couple of business days, so 1 to 3 business days to get a valuation. Once you’re agreed with that, we have a really simple legal agreement and engagement agreement. You don’t pay this upfront and you pass when the business sells. So simple agreement to get started. We generally then take 2 to 3 weeks to get a business ready for sale, which as I mentioned, is primarily financial audit. So that process can take significantly longer if the seller has really messy financials or two weeks is if someone is in, has everything in good order, has all their invoices and receipts in one place, keeps the count in QuickBooks or whatever it might be. We can get through that process quite quickly. The next stage of the process, once the business is listed, that’s where the size of the business comes into play a little bit.
Thomas: [00:19:37] Generally speaking, I would say businesses below $1,000,000 in valuation will sell from that stage to finish in less than 30 days. A million to say 5 million, maybe up to 10 million take about 60 days and then deals 10 million to 100 million. And we work in all three of these different size brackets, usually about 90 days to close a deal. And that’s because on much larger transactions, we generally run a multi stage bidding process. So we might get ten offers on a business and then we cut it down to three. And then if you have a if you’re selling a $20 million business, there’s probably multiple third parties involved. There’s attorneys, there’s accountants, there’s other people involved on a smaller transaction. So $1,000,000, you might just be dealing with one attorney or just one accountant or a bookkeeper. Often it’s a family friend. It might be the founder, might be the founder’s wife or husband or whatever it might be who’s got a legal background. So the smaller deals tend to go a little bit faster. So yeah, under 1,000,030 days, millions of ten, 60, 10 to 190 can be a little bit faster than that can be a little bit slower. I would say we are compared to average much faster than people sell themselves or from we get people who come to us and they sold a business, but it took them a year and a half like we work quickly. If deals are going to happen, we’ll know about it quickly as well.
Andrea: [00:21:20] Oh, my gosh. Okay. So let’s shift a little bit because I know that intellectual property plays a big part, especially with online business owners, creators. Intellectual property is probably a big part of I mean, it’s probably all that they’re selling. And this is actually what I teach a lot of our audience. When we do our free webinars and everything, I tell them, like your most valuable asset, most likely is your intellectual property, and that’s why it needs to be protected. So can you talk talk about that a little bit.
Thomas: [00:21:50] Yeah. So firstly we can’t give legal advice, but I’d say in deals we work on, what we tend to see is so I would slightly change the way you word it, which is it’s not necessarily the IP that has the value, it’s the cash flow that that IEP is generating, which has the value. So it’s essentially the same thing, but IEP is only valuable if it’s generating cash flow. If you just have IP and it generates nothing, it’s probably worth nothing except to a very limited group of people. So the very first thing is if you have IEP, let’s make sure it’s making money. A deal can never happen if you can’t prove you own the IEP or have the ability to sell the IEP. So it’s very important when you’re starting out. I know when I started out I didn’t do any of this stuff. So I think it’s great that people like you now exist to teach people like me 12 years ago what you should be doing from the start. Often people work with freelancers or contractors to kind of help with work, and they don’t get kind of IP releases to make sure they are in the IEP on. We quite often find on acquisitions of all sizes, there’s a hold up in the due diligence process because someone worked with a freelancer five years ago and they paid, I know $50 for someone to design them a logo and they kind of just paid them on PayPal.
Thomas: [00:23:17] They never signed anything to say the logo is theirs and it might seem really stupid and kind of irrelevant, but in the eyes of a buyer, particularly if they have investor backing, they can’t buy a business if they can’t prove that you own the IP. So I guess one part is any external people you’ve ever used, you need to make sure that you have a release you own that IP is not theirs or shared. They’re not entitled to a royalty or whatever. And if they are entitled to a royalty, make sure the buyer knows about it upfront. Don’t try to hide that because it kind of will come up at a later stage and then anything you create yourself is generally a little bit simpler again from my non legal perspective, because it’s easier to prove you produced it when it comes to technical IP. So not creative like images. Again, images are relatively easy to prove if you created them or if you used a stock image, you need to prove you have a license for that.
Thomas: [00:24:19] If you wrote an article yourself again, as long as it’s not plagiarized, it’s relatively easy to prove in a software business. Again, I’m not an attorney and I’m definitely not a software developer. Lots of software developers will use either they’ll copy and paste code or they’ll use open source products to help them build their business. Generally, there has to be quite clear disclosures over what you’ve used. So you can’t necessarily say, I own 100% of this technical IP because the reality is that 50% of it might be open source, which you can’t usually by its very nature, you can’t actually sell. I my I guess my non legal approach to deals is the best thing to do is be open and disclose things clearly and almost all transactions will have what and you know more about this may have a disclosure schedule which is generally. Openly disclosing things, you know, about the business, which are not necessarily a problem, but they have to be disclosed. So I own all of the code. Yes. Except for these ten bits of open source software I used or the three freelancers I use to write articles, or this video editor who edited my podcast, whatever it might be.
Andrea: [00:25:37] Yeah. So I mean, ultimately it comes down to documenting everything. And if you end up working with somebody like Thomas or anybody that may be potentially buying your business, don’t hide anything because eventually it will come up and you don’t want them to find out that you lied about it because then it’s just going to create trust issues. So just be upfront about everything. Don’t hide anything because it will come out in the end.
Thomas: [00:26:05] For sure. And if it doesn’t come up in very early stage, it will come up. I guess my view on it is the later it is discovered in the process, the more problematic it is to the overall commercial terms. If it comes up right at the last minute, two days before closing, much more likely a deal won’t happen because buyer or seller will lose trust and walk away if you disclose it on day one. I guess a big part of my job is essentially like a professional problem solver. We need like no deal is perfect. Everyone has used a freelancer ten years ago and like, forgot to get some sort of like IP allocation or whatever it might be. These things are all fixable if you know about it in advance. But they become less fixable as as time goes on. So. Early disclosure is good. And ultimately, that’s why you hire an attorney like yourself or some someone with a legal background. That’s why you hire an accountant and that’s why you hire in M&A firm like they’re on your side. It’s our job to to help you. And the more you tell us that easier our job is.
Andrea: [00:27:13] I love this. I’m so glad we’re having this conversation. So before I let you go, is there anything else that our audience should know?
Thomas: [00:27:24] So I just think for creators, I don’t know if you’ve mentioned this before, but realize that what you’re building can can be sold in the future. I think a lot of people kind of underplay how much they could possibly make. A lot of people say, Oh, I’m happy if my blog or channel makes 5000 a month. But one thing I’ve learned over the years is the only real difference between a $5,000 a month business and a 50,000 a month business is is not. The entrepreneur is more experienced or they’re smarter. They have a higher IQ or they have a went to a better college, or they come from a family of entrepreneurs, or someone gave them $100,000 to start it. Usually it’s more mindset, like they believe they can build something that is a real business and they’ll treat it like a real business. So what often happens with creators? This is really common. They’ll build it around a job or lifestyle. Maybe they have kids and they’ll say, okay, it’s summer. I’m going to take two months off and they don’t write anything on their blog for two months. The difference between the 5000 a month, say, blogger and 50,000 month blogger is the 50,000 a month blogger will either schedule automatically schedule posts over that period, or they’ll hire a freelancer to write content in the meantime. So it’s continuously working and producing content. So it’s really just a mindset of treating it like a business, even if it might feel to you like it’s just a side hustle, you can build it into something that can be sold, but you do have to treat it like a business. And my belief is that almost anything could be $1,000,000 business, regardless of what your industry is. There’s particularly in the US, there’s a huge amount of interest in lots of different things. So pretty much anything can be built into $1,000,000 business. $1,000,000,000 is a different question, but a million almost anything.
Andrea: [00:29:22] I love it. Thank you so much, Thomas. And where can our audience find out more about you? How can they get in contact with you if they want to find out if they have something that can be sold already?
Thomas: [00:29:32] So best thing, if you’re interested in a free evaluation, maybe you want to buy a business or just kind of learn more about the industry. You can go to www.Feinternational.com. It’s pretty easy to navigate around depending on the kind of business you have. If you’re active on social media, we’re most active on either Twitter or LinkedIn. I’ve personally not ventured onto TikTok yet, believe it or not, but you can find us on Twitter and LinkedIn. Feel free to reach out. I do read all my messages. So if you have a question, I’ll get back to you personally or send you to someone in the team who would be more helpful.
Andrea: [00:30:06] Amazing. And we’ll link everything in the show notes, so don’t worry about jotting anything down. Well, Thomas, thank you so much for this. And I can’t wait for everyone to hear this.
Thomas: [00:30:16] Yeah, thanks a lot.
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