Introduction: [00:00:00] Business owners likely will have only one shot to sell a business. Most don’t understand what drives value and how buyers look at a business. Until now. Welcome to the How to Sell a Business podcast where every week we talk to the subject matter experts, advisors and those around the deal table about how to sell at maximum value. Every business will go to sell one day. It’s only a matter of when. We’re glad you’re here. The podcast starts now.

Ed Mysogland: [00:00:35] In this podcast, I had the opportunity to visit with Melissa Gragg. And for those of you who have either been divorced, know somebody that got divorced that owns a business or is thinking about getting a divorce, this episode’s for you.

Melissa is just dynamite. She has been in this world of disputes and complex valuation matters for years. I’ve followed her career. She writes an awful lot about the topic. And just a few things about her. You know, she’s a certified valuation analyst. She’s a certified fraud examiner. She’s a master analyst in forensic, financial forensics specializing in matrimonial litigation. And finally, she’s a certified divorce financial analyst. And in our time together, there was no shortage of tips about these complex matters where there’s emotions involved and what is fair may not necessarily be equal. So, I hope you enjoy my conversation with Melissa Gragg.

I’m your host, Ed Mysogland. On this podcast, I interview buyers, sellers, dealmakers, and other professional advisors about what creates value in a business and how that business can effectively be sold at a premium value. On today’s show, I am so stoked. I have Melissa Gragg of Bridge Valuation Partners and The Valuation podcast. I came to know her years ago. She’s going to give me grief about it, but she was a prolific author. And I read about her in the Trade Magazines, and she was always that person for divorce and complex issues. And I just enjoy reading about her. And at some point, I was going to get her on the podcast, and I finally have done it. And this is round two because I screwed up the technology the first time. So, Melissa, welcome to round two.

Melissa Gragg: [00:02:51] Thank you. So good to be here, again.

Ed Mysogland: [00:02:54] Right. So, before we get started, I kind of gave an overview about just your background, but you know, can you talk a little bit about how Bridge Valuation Partners came to be, as well as your own podcast?

Melissa Gragg: [00:03:13] Yeah, sure. I mean, Bridge Valuation Partners, I kind of had to come up with a name at some point because we all start with a company working for others and then we create our own company. And I was like, well, what do I really do? I kind of am the bridge between two people that are disagreeing, whether they’re a couple or a business owner, and things like that. And so, most of my practice has been around litigated matters or when people are fighting. And I started to realize that if I could work for both of them, it was a little bit easier because being impartial in the middle is easier when you work for both sides. So, I kind of have been doing a lot of joint work or working as a joint expert and then doing mediation, which is kind of like doing the same thing just outside of court.

Ed Mysogland: [00:04:07] Well, let’s start with divorce. In my world, that is the kiss of death. I mean, it is if someone shows up and says, I want to sell my business because I’m getting divorced, I know that it is guaranteed to be a mess. And chances are it’s never going to sell because somebody is not going to be happy. So, I guess that’s kind of where I wanted to start, was if that’s the decision, whether it’s one party or the other, let’s go ahead and sell, I mean how do you manage that process when both parties, you know, it’s an emotionally charged event? And how can you help somebody through that process? Because I can tell you, we’ve been — I don’t want to say we do a pretty good job of it, but it still breaks down and for no apparent reason other than I’m pissed at the other party. You know what I mean?

Melissa Gragg: [00:05:14] Right. Right. Well, I mean, I think you have a lot of factors. One is traditionally in every state is different, but traditionally, in a divorce setting, if one party wants to keep the business and maybe the other party doesn’t, then we’re going to value it. Right. And one party is going to keep it and the other is going to get equivalent assets. So, then you have a situation where maybe they can’t agree to the price and now you have well, you buy it. No, you buy it. Maybe it’s a passive interest, right? Maybe we’re just a 10 percent owner in something and we don’t want to split it, or it can’t be split.

So, then you have a situation where is the judge forcing the sale? And the judge could say, well, if you guys can’t agree to it, then we’re going to have kind of a liquidation, if you will. And now, we switch over into the M&A world. Well, in the M&A world, what do we want to do? We want to prep for the sale. We want to get our client in the best light possible. And you are literally starting with, we’re getting divorced, we’re selling the company. And so, you’re in a fire sale. A perception to the buyer, I think is part of the bigger issue. And then you have the distracted owner.

Ed Mysogland: [00:06:32] You know, one of the most — we took it on the chin on this divorce because but at the same time, I was kind of impressed that they did it this way. So, the parties couldn’t agree to value so they put it on the market. And I’ll bet you, it was a great business and we had ten plus offers in a real short period of time. And we got down to the person that they were going to sell to, and the wife bought him out. She used that offer as proxy for fair market value, which to me I mean like I said, it forced me to change my engagement agreement from that point forward. But at the same time, we were pretty impressed that what a great way to, you know, if you can’t resolve who’s going to pay what, all right, you put it on the market. The market will tell you what the value is. And that’s my next question is the difference between fair market value in a divorce setting versus what I just described.

Melissa Gragg: [00:07:42] Well, and what you just described is when somebody is getting divorced, if it’s their first time, they don’t know what to do. A lot of the attorneys are kind of like giving advice on what to do. So, when we have a house, we’re like, oh, call an appraiser, get an idea. Just get a rough estimate of what it’s going to cost. And that might cost a couple hundred bucks to get an appraiser to tell you value your house. Now they say, oh, well, you know, there’s these business brokers, these appraisers, like go out and get an idea for them. So absolutely it has been used as a ploy to determine what the fair market value is.

Now, realistically in valuation, any type of merger is going to have some inkling of a strategic value. And so, when you have a strategic value, it’s that I know something about the market that makes me smarter and or I think I’m getting a deal because you’re going through the divorce or whatever the reasons are they might come up with it. Fair market value is willing buyer, willing seller. And that’s usually one of the edicts for a divorce, is that it just has to be you can’t pay a premium or you can’t get a premium for it.

Ed Mysogland: [00:08:56] Well, that’s what tripped me up. Why not in a million years did I think that we were — that at the end of the day, this is how it was going to work, because I figured somebody would put their hand up and say, this isn’t fair market value. This is something other than that. And it didn’t. And I mean, the judge was tickled pink that, you know, I mean you can’t argue about it.

Melissa Gragg: [00:09:20] The problem is judges, attorneys, everybody in divorce court, when you even describe fair market value and you’re like willing buyer, willing seller, the first thing they say is like, we’re not selling, we’re not selling, we’re not going to market. This isn’t how we should look at it, like it’s all me. You can’t sell me and all of these things which fair market value is the hypothetical. Like it is the assumption that you’re going to put it on the market and what would somebody pay for the cash flow?

And so, I think in in some capacity, when you have an unwilling business owner that is willing to sell out, but maybe not internally because again, you’re never going to know the true value if you’re just a warring couple or warring partners. Like you’re always going to assume that you’re getting screwed over. So, an outside buyer comes in and offers that price. The judge is going to love that because they’re going to say, well, somebody on the outside was willing to pay that and you now paid it. So that person got what it was worth. And they think that that is absolutely the proxy. And even if you have a conversation of, well, we had five buyers and we worked up the price and it’s now a 20 percent premium, quite frankly, then they would probably turn around and say, okay, well, are you willing, sir, to buy your wife’s shares out?

Now, to me, if the wife comes in and buys it at that point, then there was still an implicit understanding that it was worth more. And so now, you’re arguing against a kind of an assumption that’s probably erroneous. But like we’ve talked about this before, they’re locking in on that number and nothing even a willing buyer out in the open field offering to buy this, if they still think that it’s worth more. You know, like right now in divorce, the attachment to property is a big deal. So, the attachment to a business that’s maybe been in the family, or you have children that are working in the business, you have more complexity. Normally, these businesses provide the lifestyle for everyone involved. So, you can’t get rid of the business because then we don’t have an income. And if we don’t have an income, we can’t pay alimony and we can’t pay for the houses. So, it’s kind of a catch 22.

Ed Mysogland: [00:11:44] Play that out. So, what do you do? I mean, that wasn’t where I was going, but I’m interested in what in the world do you do when you have that level of complexity in a family business that the income stream is the source of income for a bunch of family members? Yeah. How do you do that?

Melissa Gragg: [00:12:05] Well, I mean, one is can it continue? And because once we start to take a look from a business valuation standpoint, we start to see some of the nuances, like we have to dial back some of those expenses to understand what the true cash flow is. But in those situations, when it’s providing for the family, a lot of times, I mean quite frankly those are the situations when you have a privately held company, majority owned by one person, right, the father, the grandfather, the mother, the grandmother, whatever, that hierarchy, and you have all these kids. Well, both spouses have an interest to have the kids still employed. But now you’re looking at, most of the time the other spouse is concerned that a lot of personal expenses are being run through the business.

And so, you have this kind of this thing of like, well, we want to dig deeper. Almost always there’s some issue of what has been done from an accounting standpoint, but it’s never in the best interest for the parties to go down that path of like threatening, well, I’m going to call somebody and you’re going to get in trouble for doing these things, putting personal expenses on your business. It’s really starting to educate them on the fact of that sometimes one income stream was great for one household, but it wasn’t great for two. And so, in looking at it, you don’t want to blow it up, right, because it’s still going to be funneling through one party to the other.

But then it becomes, is it rehabilitative, you know, like maintenance, paying somebody should get them to another spot, but that’s not always what it’s used for. So, it becomes a very difficult situation. But you don’t want to like throw the baby out with the bathwater. Like you don’t want to call the IRS or call the Feds to come in because my husband’s doing something or my wife’s doing something when it will crater the entire thing. It’s better to kind of come in and say that there’s a lot of discretionary items that should be done differently.

And as evaluators, we’re not coming in to say that the taxes were done incorrectly, right? We’re making the assumption that they were done properly with the CPA. So, if you have a business owner that does their own taxes, it’s a little bit different. You have to do your own professional due diligence and say, does it make sense? I mean, we had one just yesterday. We presented it. And they were very concerned. And it was based in an industry that has so much fraud in it. So, the odds are there’s something going on. But when we compared it to the bank statements and the tax returns and the financials, guess what, they weren’t too far off. Because the reality is most people aren’t criminals, they’re just trying to like get away with a little bit.

Ed Mysogland: [00:15:06] Yeah, minimize taxes.

Melissa Gragg: [00:15:07] Back it out in the valuation. Yup. Can we look at what it looks like without it? Yup. And that’s really how we approach it.

Ed Mysogland: [00:15:14] And then how do the parties feel about that? Because now, you’re a little bit different, like because you’re hired by both parties to mediate a value. So, your findings are, look, they are what they are. I don’t represent either one of you or I represent both of you. And here’s where it lands. But I guess as you start uncovering the discretionary expenses or you start uncovering getting the business down to truly what you’re valuing. And I mean, how is your level of scrutiny felt by the parties? Is it good or bad? I would imagine it’s good. At least somebody knows that this is going on well. At least one party does, you know.

Melissa Gragg: [00:16:08] Yeah. And I’m not always hired for both parties, but I think you have to operate in this space as if you are always are hired by both parties. Like really looking at it from a neutral standpoint. But then in kind of taking that one step further, if I’m working for both parties and I’m in the middle, I literally am telling them like everybody has their mediation spiel at the beginning. I’m telling them crazy stuff. Like everybody else wants to say, talk nice and be nice. And I’m like, no, I’m there to protect you from yourself and from everybody else in the room. And I’m there to provide education on the value and there’s always going to be gray.

So, in a lot of times, I have to bring the gray up. Like, oh, parties, are you aware, since this is a business owned by one spouse, about the double dip? And they’re like, no, I don’t know about the double dip. And I’m like, well, the double dip is, we can only have income be either salary or profit. And they’re like, okay, well, tell me more. And we talk about that. Well, of course, some of these things are on the side of one party or the other. But if I say it to everybody involved and I say, here are the positives and negatives, and I create it as a situation that we just talk about, it diffuses it.

And if there is an issue, if you spent $1,000, let’s say $10,000, make it good, $10,000 at a jeweler. And I ask what was bought and it was not to your wife, it still is. You control the vibe and the energy of the room. And so, if I’m like, well, what is this $10,000? Did you buy a diamond? Or if I’m just like, it looks like there was $10,000 to Diamond Company, is everybody aware of what was purchased? And one person might say no. And I’ll say, okay, what was purchased? Was it for business purposes? And then it will typically, if there’s infidelity, it’s already known. And we’re quantifying it to say, okay, you spent $10,000 on the paramour. But the thing is, most people use their bank account for multiple expenditures, but the tax accountant is allocating it out and saying this is to the business and this is to you personally. But the spouse doesn’t know that process and doesn’t see that process.

And so, I’m like, yeah, I know he’s using the card, but it’s still the accountant is not putting that as an expense. So, some of it’s education, some of it’s identifying the issues when we have inheritances involved or settlements from suits that’s going to have a little bit more houses, have a little bit more energy. More than houses, vacation homes, because vacation homes are where we went when we were happy as a family. And we want to continue to be happy as a family, even if it’s without that one spouse. So, I’ve seen vacation homes become more of like both parties can use them. But you need to identify where the emotion is going to be because when you mix emotion and numbers, they don’t match. You have to deal with the numbers in a very different way than you have to deal with the emotions. So, when the numbers are tied to the emotion, if you don’t know that going in, how do you back down off of that emotion?

Ed Mysogland: [00:19:52] So in a sale environment, I mean what’s the tip or what’s the tell that things are going to go awry. So, if I’m getting divorced, I want to know, people that are listening, what am I looking for, or how do I know this path? What’s going to happen to me? Or what is the scrutiny? Is this really the colonoscopy I’m told it’s going to be? That kind of thing.

Melissa Gragg: [00:20:28] If you’re the broker, if you’re the M&A advisor and somebody is going through a divorce, you have to be very clear. I would almost get both parties in the room and have the discussion like this is the process. We’re going to get offers, because if you can in the room zoom, however you do it at this point. But if you can lay eyes on that out spouse, the spouse that’s not part of it, and everybody is saying, yes, we are selling this company. If that person is sitting back and being like, well, like how much? Like what is it going to entail? Those are going to be your signs that that’s going to, like if you don’t answer those questions now, eventually that’s almost like your second seller, right? So, you get everything.

So, your first seller is the person that’s totally making the decisions and yet they still have the second seller in the back that could trump everything. So, unless you know the relationship and you’ve put eyes on it because guess what? In a divorce, there’s three stories. Wife, husband, husband, husband, wife, wife. However, you want to look at, there’s two sides, and then there’s the truth. And the problem is, if you don’t put eyes on that situation and it’s acrimonious or it’s okay or they are not aligned, I would almost step back from the situation because you’re just punting that issue until you get closer to a close date and then it’s going to just ruin it at that point. So, I think you’ve got to get both. And who’s making the decision? Like if the court has determined that it’s going to be sold, then there is a written court order for the sale of that company. And so, then you’re working. Now, can somebody break it? Sure, they’re people.

Ed Mysogland: [00:22:16] Well, the funny thing is most of the blowups in recent memory has been once we get an offer and we start moving down that path of this is, you know, how much we’re getting, what’s the promissory note? If there’s a bank involved, is there sub debt? And the prospect of I’m going to have to defer part of my purchase price with this guy I’m trying to totally divest myself of, you know, it hasn’t gone well. And again, as well as due diligence.

Due diligence is another thing, especially if you’ve got husband and wife that have been working in the business and now buyer has to rely on them collectively to provide whether it’s a quality of earnings or whether it’s just your normal due diligence. It is a total pain and that’s where it falls apart. So, I guess that’s where my next question is, you know, now you know where it is, what do you do? I mean, have you seen anything effective that would help me not allow the, I shouldn’t say not allow, how to prevent the deal from blowing up once we agree on purchase price? We’re only about 30 percent of the way there. now we’ve got to verify.

Melissa Gragg: [00:23:51] I think you have to frontload it. So, I think you have to frontload all the work. But the thing that somebody says when they’re in a divorce and when they’re selling their company is the same, it’s my second job. And so, when you’re in a divorce selling your company and running a company, you now have three jobs. And the problem is three jobs is going to stress out anybody, but then you have a divorce which is highly emotional. And then, quite frankly, we are discounting the fact that selling your baby, I mean, your company is highly emotional.

So, when you combine those three, you either have to lower your expectation for quickness and that’s never a good thing in a deal. Right? Like we can’t just like, oh, you have due diligence requests, we’ll get back to you next month. That’s the close. Like you don’t have that space. So, in my mind, if I see somebody that’s in a divorce and every end, like we’re going to talk about all the issues at the beginning, all the negotiations, we’re going to have everything ready for due diligence before it’s even requested. And just be prepared for that capability because I don’t want to disclose it to the buyers of like, oh, you know, like will you be patient with my client because they’re going through a divorce. Like, they don’t care. They see blood and they’re just going to go for you and they’re going to be like, oh, fine, yeah, we’ll give you more time. We’re going to ding you on the price too.

So, in my mind, it’s really having, like everything I think is setting the expectation. And so, if you set the expectation with the couple and you’re like, I don’t know if this is going to be a good time or not or who is the front person, like what things do we have to agree with and what things that we don’t? Because the moment you continue to leave out a spouse, especially gender related, that spouse is not your gender, right, so you keep on leaving out the wife, you’re going to be the bad guy, he’s going to be the bad guy. And it’s going to be a perceived not disclosing the information. You could be giving them everything but the perception.

And so, I think when you get involved in these like people don’t like divorce because half of it’s on perception. There’s no logic about it. There’s no real thing happening. It’s just the perception like, oh, you didn’t have a conversation with, I’m the owner too. And as a woman, we are constantly put to the side in those situations, especially when it’s male advisors. And so, I think that in anything you have to do your own due diligence, the way I do mediations or when I work for a joint party, we have very clear communication. You do not get to talk to me without me responding with your original email. So, if you email me and say I hate this person and the value should be this, I’m going to say thank you for your email. And I’m going to respond to everyone, your spouse, the advisor, everyone. And I’m going to say, I’m going to clarify the situation. And so, in my mind, that keeps me away from having any confidential discussions. Now, I can tell you how we use confidential discussions, but for those from the very beginning until I get the trust of everyone, everything has to be communicated to the whole.

Ed Mysogland: [00:27:15] Well, I’ll tell you, one of the things that you just said was I think really impactful is front loading. That if you’re going to go through a divorce, you need to prepare much more. The normal data room is not adequate. You need a full due diligence uploaded and ready to go because I think the shorter the time from offer to close, even though that’s best practice anyway, in that case you have to do it. That was really great.

Melissa Gragg: [00:27:59] But realistically in a divorce, the discovery process is very extensive. So, in some capacity, if you’re selling after you’re getting divorced, in the divorce is a lot of the documents. Now, if you’re selling and then getting divorced, it’s the vice versa. Like you have all the documents. And in those cases, if you are not hiding the ball, if you are not trying to keep documents away from your spouse, it doesn’t even make sense. Like you are a couple, your money comes from one pot and yet you’re going to take your money and pay two different people to value the same thing. And they’re guaranteed going to come up with different numbers for sure, going to come up with different numbers. And then you’re just going to pay them to fight. And nobody else in the room even knows what they’re talking about.

So, I think that the documents might be there, but they may not be. I mean you’re not going to be ready for equality of earnings. You’re going to have it. And for the most part, I think business brokers and M&A advisors, we know what is going to be needed. And so, from my standpoint, if you see kind of slow times in the process from the divorce standpoint or whatever, because like divorces could take a year or two.

Ed Mysogland: [00:29:16] I get it.

Melissa Gragg: [00:29:16] You might sell a company and still be getting divorced. So, I think you just have to know where you’re at in the process. And then the additional pieces, is this business cyclical? Because if this business is cyclical and we’re heading into Christmas season and that’s their time, you all just have to stop. Like at some point, you just have to be like, this is not going to work. Because if you start to crater the business owner like and with mental health at an all-time high issue, it could be more impactful. So, I just think that having them understand that each of these takes time and a process and that hey, you have the time now, get the documents now, let’s answer the questions. I mean, even doing preliminary valuations, I tell people it’s going to help you know the answers that you have no clue. Like what happened to that expense? I just asked a client, what is this $700,000 other income?

Ed Mysogland: [00:30:21] What was it?

Melissa Gragg: [00:30:22] Like it’s not like $7. It’s like $700. And you know what he said to me? And I said, it was last year, last year, like, we’re right there. Right. And he’s like, really? I wonder how that could be. And I was like, do you think your accountant knows? Oh, yeah, I’m sure she knows. Wait, wait, it could have been literally he named four different things that it could be. So, you have to understand the level of business of what you’re, like does the owner have a hand on every single thing? Or is the owner — I mean because the companies that are selling are $25, $50 million, right? These owners are not doing everything.

And so, they don’t know the answer, but they’re sitting in the room negotiating these. Like you’re negotiating these prices with them. And then they ask one question of like, well, where’s that $700,000 of other income? And you’re like, hey, guy, what’s that 700? And he’s like, oh, it could have been a lot of things. Is it recurring? Is it going to happen again? I don’t know. I don’t know. So, I think that a lot of it’s your due diligence so that you can conduct it without the owner there. And most of the time, we want to conduct all of this with the owner.

Ed Mysogland: [00:31:33] Yeah, no, no.

Melissa Gragg: [00:31:34] But there are going to be times where they’re just going to disappear because they’re going to be so overwhelmed by all of this.

Ed Mysogland: [00:31:40] Yeah, I follow. Well, I want to conclude the story of the woman I told you that used us for fair market value. And her husband was just, I mean just that kind of guy, good for her for getting divorced kind of guy. And she turned it and flipped it. She bought it and flipped it. And I’ll bet you, she made — it wasn’t times two, but it was a good one and a half times, and it was within months. She knew exactly what she was doing. And I loved it because, like I said, it was you don’t wish divorce on anybody, but, boy, you know, this guy was just not, it was a good situation.

Melissa Gragg: [00:32:29] So, I think the hardest issue in divorce valuation in general is that when we’re doing strategic value, when we’re looking at investors, when we’re working for the company, right, and talking about how to grow it, sell it, buy it, whatever, we’re looking at really like what is the potential, right? And we’re kind of ignoring the probability that that’s going to happen because we’re speculating. And quite frankly, even sometimes when I get into these businesses, I was like, yeah, I see it. I see the future. It is bright, it’s going to be beautiful, but it hasn’t happened.

And like, as much as I believe that it could happen, in a divorce we are looking at what has happened, because in some courts they think that a future or a projection or a DCF, a discounted cash flow model is future projections and its future value. Right. And sometimes, we can’t explain that away because they’re just like, no, you’re not. And in divorce, you’re sometimes not entitled to future value. You’re entitled to what this value is today. And so, I think in that capacity, it’s hard because you get in these situations and you feel and you hear the impassioned business owner and they always think that their business is worth more, way more money until they get divorced and then it’s worth nothing, you know. So, you always have that issue.

But for me, it’s kind of getting out of the speculation and the belief that it is going to happen because these people are usually brilliant and they’re coming up with great ideas and they may have a lot of cash flow that’s coming in or investors, but we can’t speculate. Like if you haven’t proved it, and that’s the hard part. Like somebody could say, oh, okay, you’re going to go sell this business for $1 million. I got somebody who’s willing to pay $2 million. Why? Because I sold them on the dream, right? It’s still the same business, but I was able to create a vision that they bought into better than you. Okay. But either way, even if they walked away and that spouse bought it from you, like she probably needed to still pay the deal fees, right?

Ed Mysogland: [00:34:47] No. That’s my point. No, no. That was the whole point. She was excluded from our agreement. It was third party. That’s why I said we changed all of our agreements. If that changes hands from a family member, we’re getting paid. And in this case, it was an intercompany sale. So, yeah, we took it on the chin on that one. But like I said, you know, we paid the tuition and that’s okay. It hasn’t ever happened again.

So, the remaining time that we have, I wanted to talk to you about the work you’re doing with selling companies, because regardless of who you use or how you get your business sold, ultimately the goal is to have a successful exit. And the model that, what you’ve taken as far as the mediation process and applied it to selling a company, to me I think that is fascinating and truly a great way to exit a business. So, can you talk a little bit about your process and the evolution of it I guess to begin with and then how you do that and what has been most effective on, you know, as far as the exit?

Melissa Gragg: [00:36:12] I think lately I’ve seen more partnerships either buying in or buying out. And most of it’s because we either got money sitting on the side or we need the money, right? And so, somebody will come to me and they will say, hey, I got a person, they’re thinking maybe they’re employee, maybe they’re an outside, they want to buy the company. And I need to know what it’s worth because we need to start these negotiations. And then I say, great. And usually, it’s the business owner, right? And sometimes it’s the person buying in. I’m going to buy into this company, can you tell me if it’s going to be worth it?

A lot of times, I’m telling them like, you don’t need a valuation report. Like you need numbers run and depending upon your credential, you can either run those numbers and give a smaller piece of paper or not, but you have to understand your own standards. But it’s really, though, because what I tell them is I can give you a number, I can look at the business, and I can give you the number. And that’s going to be the starting point of the negotiation.

And whatever number you tell them, depending upon what side you are, is either where you start and you’re going to pay more, or you are going to get less. But either way, you have to determine where that starting point is. And I say, a way to do this if we don’t start right now is you go back to that person, that partner, and you say, hey, do you want to do it together? You split the fees or in some cases, if it’s you’re buying out a partner, it’s the company. And I come in and I do the same thing. It’s the communication has to be clear, communication with all parties.

And we go in and we look, and I get them to all sign off on the history, the adjustments. I still do the math, but I’m like, hey, does this adjusted EBITDA make sense? Does this projection make sense? And they come back, and they argue the inputs, the assumptions basically. They’re like, oh, I think it’s going to be growing faster. Well, now you think a 3 percent growth rate. He thinks a 15 percent growth rate. I think I have an industry report that says seven, but I show you what seven and ten looks like. And eventually, I will offer them, so we negotiate.

And then at some point I say, okay, are we good on the numbers? Like you understand what I’m saying as the cash flow going forward if you’re doing capitalization of earnings? They say yes. And I say, okay, boop, here’s the value. And they’re like — and they should be, each of them should be moderately okay and moderately, that they’re going to like sit there and be like, are you okay with it because, wait, because they don’t want to get screwed. You just don’t want to get screwed in this situation. But what happens is I’m defending the number, not them. So, they can still remain friends because I’m the enemy and I’m the enemy to both of them, because one of them wants it higher and one of them wants it lower.

So, they’re going to come at me from both sides. But what they’re not having conversations with is each other. Because if you negotiate just two people, you made up your numbers. And if you made up your numbers, I just don’t like yours and you don’t like mine and there’s no basis for them. So, now we’re in this tit for tat and we’re not probably going to be happy after it because you’re both going to feel screwed. And so, in doing this in the middle, we show the number and then I say, hey, you each get an hour with me by yourself. And they’re like, what? And I’m like, yeah, so we’re going to take these models or templates. And we’ve done this with family members of four different parties warring. Everybody gets an hour and we use the models and the templates to run your numbers.

So, you thought it was a 3 percent growth rate. You thought that we would have to get debt. You thought that that was a bad ad back. Whatever it was that you just didn’t like, I get to show you what the number means now. Sometimes I do it with both of them there and say, oh, you wanted these things. The value is now it’s not a million anymore, it’s $990,000. And then I go over to this guy, and I say, you know, you wanted this and the value is $1.1 million. And so, and maybe it’s $1.2, right? So, it’s a little bit down on this guy, but a little bit more up on this one.

Now, I’ve established the range that you guys negotiate and then I tell them now the value is one issue. We have to negotiate employment contracts, earn outs, buyouts, the timing for the buyout. So, now you’re arguing the facilitation of the buyout as opposed to the number of the buyout, right? And that’s where it kind of changes. And quite frankly, if you’re buying in, this is a bigger deal because now you’re going to buy — you now have an unequal distribution of power. And unless I level the playing field from a power standpoint, the person that doesn’t have control over it is always going to think I am in the corner of the businessperson.

Ed Mysogland: [00:41:16] So doesn’t the business owner, in their operating agreement or bylaws, isn’t there something that governs people buying in? And do you kick that to the curb and say, you know what, I get it, but this is how we’re going to do it? Or better yet, Mr. Owner, this is what we’re going to have to supersede this agreement in order to get that party into this business if you truly want him as him or her as an investor, how does that work?

Melissa Gragg: [00:41:48] I will say a buy sell agreement. I haven’t seen one written properly or well. And I think a lot of people go and try to help people come up with better buy sells so that they can avoid this. I will tell you for the most part, and I can’t say all the way and I can’t say every state, for the most part when I’ve been involved in litigation where there was a very specific buy sell, almost specific enough to say we determine the EBITDA based on this, this is the multiple, blah, blah, blah, and there’s some room to allow the valuation, the court throws it out.

Ed Mysogland: [00:42:26] Really? Why?

Melissa Gragg: [00:42:27] I have very rarely seen a buy sell with upheld. One is because most of the things that they say is going to happen in the buy sell that they’ve covered is not what is happening. And then the divorce is kind of different. So, if the divorce says, oh, it’s going to be book value, yeah, that’s not an equitable situation. So, the court could just say that’s not equitable, that’s not fair. And then I come in anyway. And so, for the most part, and I think that where we went wrong as we figured out a long time ago that we would negotiate from a position that we make up. And I am finding that if we negotiate from some solid numbers with some decent multiples and decent cash flow, because the reality is, what am I buying? Am I buying $500,000 of cash flow? Am I buying $100,000 of cash flow? And if I can’t get to that point where we all agree to it, why am I buying into it?

So, it’s really going to uncover how do they — and I will tell both of them, I said, how you deal with this is a very good indication of how you deal with this going forward and all issues that you’re going to talk to about being two owners. And so, it just started as a thing that I just did a couple of times, and then it became like, I value the company every year for whoever buys in and buys out. Quite frankly, I believe that if you want to lock in a buy sell, you need to value the company every single year. And that value becomes the value that anybody over the next year can buy in or buy out for.

And then it’s been determined. It’s a consistent process. You have a pattern. To me, in any of this, especially if you’re going to continue to buy in and buy out like an ESOP, any sort of employee, like employees buying in and out because that’s how the boomers and everybody is going to exit, right? There has to be like, you can’t just be bought out sometimes. Like sometimes there’s going to be family members and things like that. It’s going to be a transition period, but you’re going to be working. Even if somebody comes in and buys your company out totally, one to three years you’re going to be working with them.

So, if you hate them on day one, this is not the endeavor that you want to go about. And you’re hating them because they didn’t like your number, but your number was pulled from the sky. And it’s what you felt it was worth, but I try to encourage people to have solid foundation to negotiate because there’s always ways to give. Like if I come in and I do the valuation right, and I’ve done it for so many families. And that’s where it becomes key.

Niece is buying out of business, right? I’m coming in and trying to save those relationships from the negotiation process. But if I don’t have some support for that position, now if I come in and say this is worth a million and you really want to sell it to them for $800,000, there’s nothing that prevents you from doing that. I’m just giving you a rubric or a container of here’s the reasonable value. If you decide to go outside of the reasonable value, what do we know in mergers and acquisitions? You can go outside any you want. Maybe that niece is like, no, no, auntie, I want to make sure you get at $1.5 million. Okay, but I want you to continue to work.

Again, we were solving situations with a number that we just thought everybody would seal on, and they’re not. There’s no number. That’s the hard part for people to understand. Even if I do this for a living and I come up with numbers for four companies, there really is no number. There’s a range of reasonable value. Hopefully, both experts, or multiple experts would all be in that range, but there’s a range of reasonable value and then there’s negotiating the intricacies of the deal. So I might take $800,000 because I want a two year salary.

Ed Mysogland: [00:46:44] So in your practice, one of the things, I mean you’re able to facilitate exits and not just with family members. And in our original conversation, you’re dealing with people that have received indications of interest and actually helping those two, I don’t say merge, but there’s an exit. But you’re right in the middle of it. I don’t want to say — I mean you’re a value broker is I think the term I used before. I mean, you’re right in the middle of brokering that value. So, you know —

Melissa Gragg: [00:47:25] I think business brokers and M&A advisors, because I was in that field, right, that’s where I started. We were always trying to get these great companies to sell or buy. The good companies, EBITDA of $1 million or more, $5 million. And the reality is I’m valuing companies every year just for strategic planning. And what I am seeing, and this is post pandemic, this was not pre-pandemic, this is post-pandemic, this is very much business owners that are 55, 65, 75, I am seeing so much money in the hands of private equity and big companies that they are just coming to my client’s door and knocking on the door. And they’re like, Hey guys, are you for sale? And my clients like no. And they’re like, how about name your price. And then they’re like, name my price?

Okay. So, then they come back to me and they’re like, hey, somebody wants to name their price. I know we were worth a million dollars at the year end, but do you think we can get three? And I’m like, I don’t know. Let’s take a look at it. So, it’s negotiating that purchase price up. But what I say, so I come in there and I say, hey, can you go hire my guy, Ed, because he’s going to help you like make sure you get the right. And you know what the owners say, why would I bring in Ed? Like, I can do this. And you know what the buyer says? Why are you bringing in Ed? We want to screw the seller over. Don’t bring in Ed. Ed’s going to protect them.

And so, we’re going in this interesting space where business owners are doing their own deals, regardless of what you say. And so, and I’m like I got people that won’t charge you on the deal fee. Like they’ll just charge you by the hour. Now, they’re like, I got you. Can we just use you? And I’m like, What? But the reality is they’re getting it done and some of the buyers and sellers just want to do this business owner to business owners. So, they’re not — like sometimes it’s an unsophisticated buyer. I had an unsophisticated buyer and seller where literally they were both like, okay, Melissa so should we both just hire the same attorney? Like, who should we hire to do that? And that, quite frankly, after being in a lot of deals that were really bad or went wrong or had post litigation after the deal, like one of my deals literally within a month, they already had an issue, right, because of some stuff.

Ed Mysogland: [00:50:00] Totally. Yeah, stuff.

Melissa Gragg: [00:50:01] That’s what’s happening. And it’s interesting to me because these are the clients I always wanted when I would go to M&A, right. And I could never get them because they were kind of untouchable because they had so many advisors around them. But the reality is this valuation is kind of the carrot and they want to know because they want to negotiate themselves. And then when they’re not good at it, they need us to help them, in the wings though. Half the time, I’m helping them but not a leader.

Ed Mysogland: [00:50:36] Yeah. I’ll tell you. And in our shop, I mean, I can tell you with certainty, if you do valuation work, I mean digging in, not necessarily a full blown report, but digging in and understanding the value and understanding how the buyer is going to look at. You got 87 percent of the time, your business sells. I mean, that’s a huge number. And at the same time, I wish and I think I’m going to, just because you said it, I’m going to start keeping track of our profit center of unscrewing up people’s original work, not value work, but negotiation work. And just what you describe, hey, I’ve got a buyer or I’ve got multiple buyers. You know, I get these letters every day and now what? Well, you know, I got this far and you know, the —

Melissa Gragg: [00:51:33] And I told my guys I was like, if you get calls every week, write down the names.

Ed Mysogland: [00:51:37] Right.

Melissa Gragg: [00:51:38] Write down the names. Just write down. Like that’s our short list of if we did want to do. Because what I see is when really profitable companies go to sell, there’s usually an event, a health event, a situation that happens that makes it be like, okay, we got to sell in six months. And the reality is when the person comes knocking, if you are ready and if you know the worth, your worth, right, then you’re in a better situation. If you also, you know, it’s not like, oh, doing a valuation makes you better prepared. No, doing a valuation or having some consistent advisors in general, they’re going to be like, hey, why are you doing that? Oh, that’s not good. Don’t do that. Stop. Get an accountant. Clean up the books.

And so, when they come, quite frankly, if somebody does a quality of earnings on one of my deals, it should go smooth because we already knew, you know, or even like we talked about this, we’ll negotiate the holdback. Like I will negotiate the whole back at the LOI stage and they’re like, why are you negotiating this? And I was like, Because you’re going to come back and ding me on it at the end. Like, let’s talk about everything right now.

Ed Mysogland: [00:52:51] It’s funny you say it because I was just squabbling with another deal person and they were like, you got to be kidding me. Well, I told you I had Elliot Holland from Guardian Due Diligence on the podcast a couple of weeks ago. And I was saying, boy, if you could just show up to a buyer, show a buyer here’s where the quality of earnings, wouldn’t it make the whole process go infinitely easier? And the opposing viewpoint was why in the world would I air my laundry and get dinged at the beginning? And I’m sitting here going, well, I’m not really certain. I’m questioning how big are the ding you would receive. I mean they may look at and say, yeah, you know what? It may not be worth as much as we originally thought. But I have to believe downstream, after everybody’s put some time into it, they’re going to get dinged worse. You know what I mean? From a value penalty. What do you think?

Melissa Gragg: [00:53:58] If you have a skeleton in the closet, period, point blank, we have to pull them out. We have to dress them up. We have to put lipstick on them. We have to make it look good. But we need to tell them selling your company is like a relationship, okay. So, if you have, I don’t know, a really big issue, an STD, you probably should tell that person before you do that next step. And so, in selling your company, if you know that when they come to your facility, you know something’s going to be there that they’re not aware of, then why wouldn’t we prep? Why wouldn’t we just — here’s the thing is, why aren’t we just honest? Right? Just be honest. You want to buy it or not buy it.

And I think that that’s where these business owners are, because if they’re being approached, then they’re kind of like, okay. And I do say let’s anchor the deal. Like, let’s put that number out there because I want them to negotiate off of our number as opposed to, they come in and you want $5 million and they tell you $1, guess what’s going to happen? Every single day if you do that deal, you’re going to remember that day. Right? And you’re going to think that they tried to screw you and it’s just going to blow up. Like so much trust is built in the deal process with those two owners that if you — like we had a situation where there like there was some adjustment. And they’re like, oh, we don’t need to tell them about that. Oh yes, we do. Or we bought out — one of our deals, we bought out an owner like at a year before at a very different price. And they said do you have a valuation for that buyout, a report? And they said nope. Well, how did you buy him out? Oh, we did the analysis with Melissa, but we never summarized it in a report. Oh, really?

So, I presented the value to all the partners jointly, and they purchased each other out at that price or a similar price. And when they did it, they said, okay, well, we need it in writing so that everybody, I said no, I would not put it in writing. And they’re like, Why? I said, because when due diligence comes. And they say, can you give us your past valuation reports for the past five years, you get to say the truth, which is you don’t have one.

Ed Mysogland: [00:56:25] That’s great. No, that’s great.

Melissa Gragg: [00:56:26] So that’s how I protect you from yourself in the deal.

Ed Mysogland: [00:56:30] That is such great advice. And the funny thing is that these sellers, to me, the level of scrutiny and the amount of professional advisers that are going to be in this deal, it’s going to be found out. Whatever you think you’re going to hide, there’s no way that anybody’s going to not find it. And so, this caveat emptor stuff because you know, like I said, this other deal guy you know I’d never put a quality of earnings up front. Yeah. Well, I am totally on the opposite end of the spectrum, and it sounds to me like you are too.

Melissa Gragg: [00:57:17] Well and if you don’t give them the report, I think you have to do the work. I think if you’re going to consider — I mean, and you know, this is the stuff that we say. But if you’re going to consider selling, cleaning up your books, getting an idea of the value, because the reality is you’re going to think it’s worth more than it is figuring out what the after-tax effect, because guess what, there are taxes in these deals. That’s why we do stock — understanding a stock or asset sale. Like why do I care? Understanding what happens if you sell a C-Corp or an S-Corp. These are little things, but I think that that’s how you can start to educate the client is how do you do some of these things.

Now, I think that this is kind of different, but I think that we’re going to start moving towards a private marketplace and we’re going to start moving towards like a matchmaking kind of situation because like I have a certain type of company that my buyer wants, right? And they want a certain type of company. I was like, okay, we’re going to go look for it. And then the next week I get a call from somebody who wants to sell that company. And I was like, what? I was like, you know, I already have a buyer, but I’ll do that work, but I’m going to value it and I’m going to say what it’s worth because we have to do it for certain other purposes. And I can’t, it’s my reputation so I got to do it right.

But I think I could go back to my buyer and say, I already did this valuation. She doesn’t want that because it’s fair market value. She wants more. And now, conceptually — so like let’s say right now you and I are both businesses and my price tag says $10 million and yours says $7, right? So, you come to me and you’re like, hey, your price tag says $10 million like a matchmaking site kind of, right? Your price tag says $10 million. I said, oh, no, no, no, no. Yes, that’s what it’s worth. But like, for me to sell now, it’s going to be $12.

Now, what am I going to negotiate? I’m negotiating the premium. Everybody’s aware of what the fair market value, the base value. Now, do you want to buy it for a premium? What is your premium compared to that person’s premium? And now, I’m going to get what I’m worth, but I want more. Now you’re like, well, but your price tag says $10 million. I was like, yeah, I know, but that’s in five years. Thanks. Bye. $12 million today. Now you might say I would — now I got cancer and I’m like, they go, okay, will you take $9 million? And I’ll be like, yeah, I’ll take it right now, but it creates this openness about what the issues are. And we’re open dating, right. Because most for the most part, people don’t want to sell their company. When you ask business owners, do you want to sell your company, they say, no, we want to grow it. We want to expand. But they’re going to get the knock at the door. And that’s, I think what you have to be prepared for is when the knock comes, are you ready?

Ed Mysogland: [01:00:17] That’s a good point. All right. I appreciate you going over our time. So, my last question is the one I ask every guest is, what is the one piece of advice that you could give to the listeners that would have the greatest impact on their business? How’s that?

Melissa Gragg: [01:00:40] So, what I normally always tell people is know your numbers so you can be a brilliant marketer, you can be a brilliant rainmaker, you can have the personality the size of Texas. Everybody will love you. But there’s veracity and understanding behind numbers. And when you can at least talk the numbers, and if you can’t talk numbers, if numbers is not your strong point, then have somebody that does that you can understand from or like even attorneys. I’m like, you got to start understanding what the business mean. What do these business things mean? Because quite frankly, you know, like I’ve been talking to a lot of people about like chat GPT and stuff like that and AI. And I was like, AI is going to take away everything, all of this bullshit that comes out. Oh, can we just take that out? Any of that bull that comes out of our mouths can be created by AI.

So, you have to figure out why do they need you in the room, the virtual room, the actual room. So, if you’re just coming in and you’re spitting out or just doing this rote stuff because you heard somebody wants to buy a company, oh, you’re going to pay five times, three times EBITDA. If you don’t really know why somebody would pay a premium for you, if there’s not a differentiator, then there’s a problem. If you can’t walk away from it, you know, like I got a guy, he’s running an amazing company. And I was like, your goal is to leave for two weeks and not take a call. And he’s like, no. And I was like, okay, well, maybe it’s next year’s goal.

Ed Mysogland: [01:02:23] Right.

Melissa Gragg: [01:02:24] This year’s goal might be a little bit different, but I don’t think business owners understand that letting go of their business takes time. And so, you have time to get to know your numbers. You have time to know why things are moving, because, quite frankly, start budgeting, start projecting, work with somebody to see if you even line up with the projections and start to take a more calculated. Because for me personally, companies sell amazing on two to three years of great trajectory of growth and they sell well on top. You take that one dip down, it’s not so good anymore. So, it’s really like when’s the right timing and opportunity? And if somebody is going to come knock at your door, be ready, because that’s going to be the easiest deal you probably have ever done.

Ed Mysogland: [01:03:19] Hundred percent. And the fact of the matter is, is that there is so much activity of buyer. You know, it used to be that we were the kind of the conduit to the marketplace anymore. Oh, my gosh. You know, the work that we do to find buyers, anybody can do it. We may know different buyers and better buyers, but generally speaking, you know, the process of procuring a seller list and targeting and so on, so forth, there’s all kinds of books on it. But again, it is what it is.

Melissa Gragg: [01:03:58] I think people will move and shift towards more partnerships, more buying initiatives, trying to get lower costs on supplies and things like that. But the old, you know, merging and somebody is just going to take away all the risk and give you all the money, I don’t think that necessarily happens unless you have heavy equipment companies. But these service companies and things like that, I think you just have to be — you have to know how you are making money, if it can continue, and what reliance it has on you. And if you can answer those questions, those are going to be the bigger questions that a buyer is going to ask. And if the buyer doesn’t think they can ask you questions, how are they going to keep you around and how are they going to think that you’ve done something that’s sustainable? It’s your credibility at that point.

Ed Mysogland: [01:04:53] It is. Well, thanks twice for your time. You were awesome the first time. You were even better the second time. So, where can where can listeners find you?

Melissa Gragg: [01:05:08] Well, currently we have valuationmediation.com, which is really what we’re doing a lot of our valuation in some sort of collaborative fashion. Whether it’s really called mediation or not, it’s really just working with one person when you have multiple parties that just need a number. But that’s a good way to reach out to me. You can connect on LinkedIn. I’m always connecting with LinkedIn, people, even strangers. I know that’s verboten, but I’m fine with it. And reach out to me. Most people have my cell phone and it’s pretty much everywhere on the websites. And if I have the capability to answer, I do. So, I get a lot of calls from like, I saw a video and I have a question and I’m like, great. And sometimes they result in like great cases or clients. So, I think just put yourself out there and be available.

Ed Mysogland: [01:06:02] I got it. And you also have a podcast too.

Melissa Gragg: [01:06:06] Oh yeah, I forgot about that. Yeah, we do have Valuationpodcast.com. This is what happens when you get two podcasters together. Like really, what? Like I’m in the role of I don’t have to worry about that, but we do. We also have a mediatorpodcast.com Which is for the mediation side of it because I think that’s going to be really big in the future as well.

Ed Mysogland: [01:06:28] I agree. Well, Melissa, it’s been great. I sure appreciate your time and I can’t wait to hear the feedback from people because this is a different way of looking at a common issue. So, I’m so grateful for our time. Thanks again.

Melissa Gragg: [01:06:44] All right. Well, thanks, Ed. I appreciate it. Not a lot of people have me on other podcasts, so this is awesome.

Ed Mysogland: [01:06:51] Well, they’re just going to have to listen to this one and they’ll figure out what a great guest you are. Thanks again.

Male: [01:06:58] Thank you for joining us today on How to Sell your Business podcast. If you want more episodes packed with strategies to help sell your business for the maximum value, visit HowtosellaBusinesspodcast.com for tips and best practices to make your exit life changing. Better yet, subscribe now so you never miss future episodes. This program is copyrighted by Myso Inc. All rights reserved.