June 10, 2025 • 29 mins
Meet Paul Cronin, a seasoned Mergers and Acquisitions expert, as he shares insights with Ed Drozda, The Small Business Doctor on turning your small business into a sellable asset. Discover the secrets behind the art of business transitions! #BusinessGrowth #Entrepreneurship
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Episode Transcript
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Ed Drozda (00:10):
Welcome to the Water Trough where we can't make you
drink, but we will make youthink.
My name is Ed Drozda, The SmallBusiness Doctor, and I'm really
excited you chose to join mehere as we discuss topics that
are important for small businessfolks just like you.
If you're looking for ideas,inspiration, and possibility,
you've come to the right place.
Join us as we take steps to helpyou create the healthy business
that you've always wanted.
(00:43):
Welcome back folks.
This is Ed Drozda, The SmallBusiness Doctor, and I want to
welcome you today to the WaterTrough where I'm joined by Paul
Cronin.
Paul has over 30 years ofprofessional experience in sales
management, consulting andentrepreneurship.
He's owned three businesses,including a data analytics
business, a golf trainingbusiness and an exit planning
(01:06):
consulting business.
He's been a part of the M and Aworld since 2009, initially in
the exit planning field beforemoving to transactional work at
several firms, and mostrecently, Paul joined the M and
A practice at TouchstoneAdvisors, in 2025.
Hello, Paul.
Paul Cronin (01:23):
Hi Ed, so great to be here again.
Ed Drozda (01:26):
It's great to have you back Paul.
I was really looking forward tobringing you back.
The business of mergers andacquisitions is important to
business owners.
But one of the things that I washoping we would be able to talk
about today is that unique setof characters who are in small
businesses, my kind ofclientele, who are perhaps
asking the question, does thismatter to me?
(01:49):
Is there something for me tosell?
Or does it really make anydifference.
And I will start by pointing outa person like myself.
I'm a solopreneur.
I am a small business coach, andso at the end of days for me, I
really have nothing to sell.
That is you don't sell a book ofbusiness when you, the principal
(02:10):
are the principle, the principlething behind it.
I can't sell a book to somebodyelse; they won't be me.
So, the clients aren't going toget the same thing or what have
you.
In my case, it's too small to beappropriate.
I think a lot of small businesspeople think their business is
too small to care about M and A.
So, let's talk about that.
(02:32):
Is a small business too small tocare?
Paul Cronin (02:35):
No, the short answer.
A longer answer depends on thenature of the business and the
way I describe it is a buyerwould consider buying your
business if they believe with areasonable amount of risk that
they can replicate your results.
It's true that people who are inthe art of coaching, business
(03:00):
consulting, or consulting ingeneral, we are a solopreneur,
it's so dependent on yourthoughts that it would be
difficult for somebody toreplicate that.
It doesn't mean it's completelyimpossible, but it would require
transition time where a newperson comes in.
They learn the process, getclients in that might allow you
(03:25):
to quote unquote retire and handoff so the brand could carry in
way.
It doesn't mean there's much ofa financial transaction from
that.
The other way is if you've got amethodology that others could
replicate, write it down.
Turn it into a book, turn itinto tools, assessments, what
(03:47):
have you, and then you've got atoolkit that you can sell.
Again, I'm not an attorney, butthere's different ways to
package it up and sell it.
I call it products plustraining, for example.
That's one of the businessesthat I had, and we were able to
take that exit planning practiceand then sell it to a number of
(04:08):
people so that they couldindependently use the tools plus
the training we offer.
However, setting that asidethere are a lot of small
businesses.
A convenience store.
You've got inventory, youprobably have some part-time
employees.
You've got vendors and aconvenience store; you tend to
have a lot of regular customers.
It's near the bus stop, it's inthe neighborhood, wherever the
(04:30):
case may be.
So, it isn't a particular highbarrier to entry other than
you've gotta have the spot,right?
The city or town has to zonethat particular place for that
activity.
If you've got those things andit pays you some sort of an
income and there's some sort ofprofit, and those two could be
combined for a very smallbusiness, you can say, yeah, you
(04:52):
could take over.
My joke is this is how I makethe sausage.
Every business owner I talk totell me how you make the
sausage.
Everyone makes it a littledifferently and they get it.
So, every industry has a historyof those kinds of businesses
having been sold, and then folkslike myself use the data;
there's these large databasesand we take a look at that.
(05:15):
We take a look at the financialsof your business and can someone
replicate those results.
The price they're willing to payhas a combination of value.
The income that an owner, abuyer could receive from it, and
the risk they're willing to payto take it over and can they
replicate those results.
Ed Drozda (05:38):
Let me focus for a moment on the word replicate.
I presume if one is driven bythe ability to replicate, then
they are attracted to what it isyou're doing in the first place.
I don't want to replicate thatwhich is not good.
I certainly wouldn't want to buysomething that is not good.
(06:01):
So how does one positionthemselves outwardly to motivate
the desire to replicate?
Paul Cronin (06:10):
Well, first you have to make profits, right?
Sounds remarkably simple, right?
Ed Drozda (06:14):
No, maybe not.
Paul Cronin (06:15):
As you know too well, it can be hard.
Showing in your financials, inyour tax returns, and in the
bank statements that it allbacks up, that I make a hundred
thousand dollars a year fromthis business; that's a
combination of the income andprofits.
I may take draws, whatever youwanna call it, again, these are
very small businesses.
And let's say you do$500,000 ayear; you keep a hundred
(06:36):
thousand dollars profit.
And if you show thatconsistently and you are smart
about your expenses and you'renot doing what I call the silly
things, which a lot of peopledo, you know, they replace the
windows in their house and theycall it supplies.
Don't do that in silly stuff.
If you're able to do thosethings, that's a starting point.
I can prove through myfinancials and my tax returns
(06:57):
and multiplying my bankstatements that this is how much
profit anyone running thisbusiness, take it over from me,
should be able to do.
The second part is going back tohow you make the sausage.
Do you actually write it down?
This is how we attractcustomers.
We have these Facebook ads, orpostcards or whatever marketing
(07:19):
it is to attract people.
That you have a financial systemor QuickBooks or something
similar to that.
That you pay your employees,that you're not paying the money
and maybe keeping the taxes ornot paying the taxes.
You pay all your sales taxes.
I want to keep using thisconvenience store as an example.
Keep your inventory current.
(07:40):
If 30% of your inventory haspassed sell by date, well that
in terms of a buyer isworthless, and also gets a
concern of, geez, they don'tturn over their inventory very
well.
Ed Drozda (07:54):
Right.
Paul Cronin (07:54):
That's a problem.
So those are just a few thingsto think about, but all of them
is like, can you show consistentlevel of profitability, whatever
it is.
Buyers, they're like water, theyseek their own level.
Some need a hundred thousand ayear, some need a hundred
million a year.
All depends who's the buyer.
Ed Drozda (08:12):
I understand that looking for something to
replicate, i.e., to continueworking in a profitable manner
is a motivator.
I tend to look at profitabilityas um, I'm gonna go out on a
limb here'cause the way I'mgonna say, it's gonna sound
weird I see it as evidence of adeeper purpose.
(08:33):
While a buyer might be attractedto the profitability of a
company, are there other thingsthat they're looking at or are
there potentially other thingsthat we, as potential sellers,
might want to keep in mind?
If I had two companies topotentially buy both of whom are
making the same profit, andassuming for the moment I, the
(08:54):
buyer had the capability ofdoing whatever either of these
companies is currently doing,what further stuff is gonna
drive me?
How am I gonna choose?
Paul Cronin (09:07):
If I had an ability to understand why buyers buy
businesses, my goodness, youknow they all have their own
criteria.
Ultimately, they're all tryingto get to the risk of buying the
business.
What risk am I willing to taketo buy this business, and how do
I as the buyer reduce that risk?
(09:30):
Examples might include havingthe seller sign a contract for
18 to 36 months post-close.
It might mean stay bonuses forkey managers.
It might mean paying out a pricefor the business over time based
(09:50):
upon some metric of customersstaying and so forth.
So that's part of the reason whypeople buy businesses.
So let's go back to theconvenience store.
One buyer could say, I've neverrun a convenience store before.
I'm going to need training."That will be a part of the
(10:11):
transaction, how much trainingyou're gonna have to give to the
buyer.
Buyer number two could besomeone who owns 14 convenience
stores.
They are looking at, hey, I'vealways wanted a convenience
store down the street fromBryant University, all those
kids walking by, could never geta good spot.
(10:32):
And rather than waiting for avacant spot to open and I have
to put my brand in and spend alot of money on awareness, I'm
just gonna buy Joe's conveniencestore,'cause the kids all stop
by there anyway,'cause they gettheir coffee or vapes or
whatever else they're buyingthese days.
All we have to do is announcethat Joe's convenience store is
(10:54):
going to become the equivalentof a Seven 11 or what have you.
Right?
And so, there's that transition.
That person, buyer two, might bewilling to pay more than buyer
one, because they're not gonnarun the store.
And if you as an owner may makea hundred thousand dollars of
profit out of that business.
The buyer could say I'm justgonna have a store manager run
(11:16):
that and I'll pay them$60,000plus some kind of benefits or
whatever." And so, you look atthe seller and say there's a
hundred thousand dollars ofprofits in the business, and
that buyer could say, geez, it'sreally only 40,000 to me.
And then you get into the weeds.
And the weeds could be, wait aminute, I pay a lawyer and I pay
accountant, and I have all theseother expenses.
(11:38):
All those go to zero when youacquire my store.
I actually wrote about this onLinkedIn, the add backs as it's
called.
Then ultimately sometimes buyernumber two will pay a premium.
Let's say your industry tradesat three times profit.
That's the median.
Buyer number two,'cause it'sstrategic, they want the
location, they know how to doit.
They can create synergies.
(12:00):
They can extract costs from thebusiness.
'cause they already have anoverhead that does those things.
They'd be willing to pay threeand a half X over somebody who
just wants to own yourconvenience store.
Maybe they're a store manager orsomebody else and they want to
run their own thing and changeit; add stuff.
Ed Drozda (12:18):
Mm-hmm.
You referred to the add back,did I get that right?
Paul Cronin (12:24):
Yep.
Ed Drozda (12:25):
Can you expand upon that concept a bit?
Paul Cronin (12:27):
Sure.
Profit for most businesses isstated as EBITDA or earnings
before interest, taxes,depreciation, amortization.
EBITDA excludes the salary forthe owner.
Just so you know, okay?
Ed Drozda (12:40):
Mm-hmm.
Paul Cronin (12:40):
There's another expression called seller's
discretionary earnings, SDE,that includes a salary.
That's sort of the totalcompensation an owner can
receive a total benefit, but Iprefer to use EBITDA because
it's a real clean standard.
The idea of the add-backs is tosay your company, if it's a
corporation, pays income taxesthat has some interest on
(13:03):
business loans, and mostbusinesses have some level of
appreciation, and some may haveamortization as well.
So, all of those elements, againI use a hundred thousand dollars
of net operating income.
There might be 10 or 20 or 30 ora hundred thousand dollars of
those other elements.
That all gets added back.
Because some of it's justaccounting gimmickry, to reduce
(13:24):
taxation.
And some of it like interest ona business loan.
You add that back to the profitsor the adjusted EBITDA, because
someone buying the business maynot have a business loan.
Or they will have a differentlevel of interest that they're
paying.
Therefore, they need tounderstand that adjusted EBITDA.
The guy who decided to replacehis storm windows and charge it
(13:47):
to the company, as supplies,that's an add back.
The buyer is not going to recurthat expense again.
Ed Drozda (13:53):
Right.
So, there's two sides to thiscoin, and for the moment, let's
look at the seller as a smallbusiness owner.
Let's go back to the conveniencestore that you talked about.
I think that's ratherconvenient.
Leave it at that.
I have been in business for,maybe it's a family business,
I've been in business for 60years, but I'm the end of the
line.
(14:13):
My children have no interest incontinuing this business.
They don't think it's desirablefor them.
I have essentially gotten to thepoint where, you know, yes, I've
built a good clientele.
People are coming to my store.
They know me.
I know them.
I know what they want.
I necessarily bring in the sortsof inventory that appeals to
(14:34):
them and so on and so forth.
In other words, I'm yourneighborhood shop.
Okay, so all this time andeffort that I have spent in
building this reputation,building this store that's
providing for this community,one of my biggest concerns is
(14:55):
that when I retire, sell thebusiness, is that it all goes
away.
Now I know that I can't continue'cause I have gotten to that
point that age, health matters,whatever it might be, I have to
move away.
So as a business owner in thatposition, I'm gonna take the
(15:16):
emotional side out of it becauseI realize that's not something
any of us can realisticallyaddress.
That's a one to one situation,it's personal.
But aside from the emotionalaspect, what kind of guidance
does someone like yourself bringto that business owner?
I hope that's not asking toomuch here, but I presume that in
(15:39):
your role you're doing vastlymore than just marrying
potential buyer and seller.
There's gotta be more to it thanthat.
Paul Cronin (15:47):
Yeah, well the first thing that I start with is
a business valuation.
The valuation that I would do isfor purposes of selling to a
third party.
We could say for example, youradjusted EBITDA is you take a
hundred thousand, your adjustedEBITDA is 150 and go out and
then get comps.
They're trying to find 20 or 30different companies that may
(16:09):
have transacted similar size inthe last three to five years.
That gives me a sense of that$150,000 of profit based on the
industry, I'm gonna use three Xto say, all right, your business
could be worth as much as$450,000 to a buyer, plus or
minus 10%'cause that's avariable depending on who the
(16:30):
buyer is.
You can help them understandwhat is your compound annual
growth rate?
If it's 2%, that's going to getone kind of a buyer.
If a business is growing 10% ayear, that's a different kind of
buyer.
What's been driving that?
Obviously, our economy has beenin complete, crazy turmoil the
last five years with COVID,getting outta COVID, supply
(16:53):
chain issues, and now morerecently, tariffs.
It's a lot of turmoil, butbuyers, particularly
sophisticated strategic buyers,and industry buyers, they've
been through all that too.
So they're like, okay, we getit.
And that's why it's important inmany ways to understand who
(17:14):
could be the best buyer for yourbusiness.
Often it's an industry player,'cause it's efficient to sell to
somebody that already knows theindustry, already knows how to
do it.
But there are times when you geta business that you know,
there's a Seven 11 down thestreet, Seven Eleven's not
interested in buying it.
And so now it's a question ofsomebody who wants that because
(17:35):
they could do something elsewith it.
Let's suppose you never wantedto get into prepared foods,
sandwiches and such.
You just chose not to.
Someone else could come commitand say, geez, my lease says I'm
allowed to sell prepared food.
So, you find a distributor whocan deliver sandwiches to you
every day, and you take out arow of Coca-Cola or whatever
(17:55):
else, you see now we havesandwiches here.
Ed Drozda (17:58):
Right.
Paul Cronin (17:58):
Now you've got people like, wow.
So that's the growthopportunity.
Ed Drozda (18:02):
Mm-hmm.
Paul Cronin (18:02):
And so, taking the time to understand the
opportunities that a buyer mighthave in the business and on one
hand, identify them and theother, you have to justify.
If it's such an opportunity, whyhaven't you done it?
Ed Drozda (18:16):
Hmm.
Paul Cronin (18:16):
I don't want to bring in a refrigerator.
I don't wanna set up the newrelationship, and so forth.
But somebody else, you couldhave a situation where a
convenience store doesn't have abeer and wine license.
Are the convenience stores areallowed to do that?
Ed Drozda (18:29):
Mm-hmm.
Paul Cronin (18:30):
And you may have tried in the past it was too
hard.
It's this, that, whatever.
And you give up.
Somebody else may have two orthree or four different
convenience stores, but theyalready have beer and wine
licenses so they can go beforethe liquor commission and say we
have a great track record.
We know how to do this, we'dlike a license, they get the
license and all of a sudden,again, they're adding on a layer
(18:52):
of profitability that you as theseller couldn't get or chose not
to get.
Ed Drozda (18:58):
Presumably, the prospective buyer is
entertaining these things asthey go into that search
process.
They're already thinking aheadas to what can I potentially do
with this?
In other words, what's on thetable is not all that there is
there for me.
Paul Cronin (19:13):
Let's suppose a corporation has decided, and
again, one of the bigconvenience store chains around
here just went through that andthey decided they had locations
that had gasoline fuel sales,and a bunch that didn't.
And the company that acquiredthis chain, local chain, is in
the fuels business.
(19:33):
And so they made a verystrategic decision.
He says,"I know you've gotliterally 1500 stores, but 500
of them don't sell fuel.
We're gonna sell those all off."You as an independent could then
say, well, gee, I'm competingwith so and so up the street.
Well, that location may not evenbe that great a location for
(19:54):
that corporation, let me justshut it down and turn it into a
fruit stand or something.
Ed Drozda (19:58):
Right, right, right.
Paul Cronin (20:00):
You need to be aware of your competition,
what's happening out there.
Ed Drozda (20:05):
When you were engaged in the purchase of companies or
sale of companies, is it similarto real estate where the realtor
represents the buyer, not theseller?
Or does it go both ways?
Paul Cronin (20:19):
It's the opposite.
Typically in M and A, you haveto choose a side.
So, I'm a sell side agent, ifyou will, brokers, some people
use the word or advisor is theword I like to use.
So, I represent the seller.
They're my boss on this deal,and my job is to help fulfill
their goals, one of which issome financial outcome.
(20:43):
When I'm negotiating with theenemy, as I like to say, the
buyers know that.
I don't represent them.
I have to disclose everythingthat the owner has disclosed to
me, and that's it.
Anything else, it is caveatemptor.
The buyer must do their duediligence.
I prepare what's called a dataroom that's got all the
(21:03):
financials and tax returns andall that other stuff, licenses,
anything that goes with it.
And then I have to tell them howI'd made my adjustments.
I have to justify my adjustmentsto that EBITDA.
I'm negotiating with the otherside, but I don't represent
them.
Ed Drozda (21:19):
Okay.
Paul Cronin (21:20):
They may have their own representation.
Often for very smalltransactions, buyers who do not
have their own representationother than they may have their
own attorney or their ownaccountant, take a look at it.
Much more sophisticatedbusinesses, both sides have some
kind of M and A advisor helpingthem.
Ed Drozda (21:35):
You said that persons such as yourself have to choose
a side.
So are you saying that there arethose who actually do represent
the buyer or...
Paul Cronin (21:43):
Yeah, there are buy-side advisors.
There are a number of people whowork with private equity firms.
Outsourced corporate developmentfor that.
There are other folks who wouldwork with a strategic buyer,
again, someone who owns 14convenience stores, they wanna
buy more, so they will paysomebody to call convenience
store owners and say,"Irepresent a buyer.
Would you be interested indiscussing a sale?"
(22:06):
Understanding that you as theseller, in that case, you're
kind of naked out there.
You don't have somebodyrepresenting your interests.
'cause the guy who'srepresenting the other side, he
has no fiduciary responsibilityto you.
All his responsibility is to theperson writing his paychecks.
Ed Drozda (22:22):
Okay, so let's go back to the convenience store
and my story.
I am ready to depart.
I don't have a successor.
How do I begin the process thenof selling?
I presume, I presume naturallythat one could sell on their
own.
Paul Cronin (22:40):
Yes, it can be done.
I don't advise it unless you'vesold other businesses before.
Ed Drozda (22:45):
I'm sorry to interrupt you, but what are the
pitfalls that I should be awareof?
If I think I can go off and sellit by myself, what am I likely
to miss?
Paul Cronin (22:54):
Well, essentially you're taking on a second
full-time job.
If you're already working 40,50, 60 hours a week do you
really wanna work another 10,20, or 30 hours a week?
Because that's really the bigissue.
The other part is if you haven'tsold a business before, you
don't know what the expectationsare.
You don't know how to set up adata room, how to do your own
business valuation.
(23:14):
You don't know how to preparethe marketing materials known as
a confidential informationmemorandum or a CIM for short.
All of those things are what aprofessional M and A advisor
will do for you.
The other part is you have tofind a market, you've gotta find
the buyers.
Now, it is true, most people whorun a business have competitors,
(23:37):
they have relationships withsome of their competitors,
friendly or otherwise.
And you can think of, well, hey,here's six people who have said
to me, over the last 20 years,geez, Paul, if you ever feel
like selling your conveniencestore, think of me.
Great.
But they're not your friend whenit comes to buying your
business.
Money talks, everything elsewalks.
(23:58):
So it is wise to have some kindof representation.
Depending on the nature of thebusiness, you've gotta figure
out who can represent.
For very small businesses, it'stypically some kind of business
broker.
There are some onlinemarketplaces which also have
paid advisors, and they can bemore affordable.
Once you're getting a businessthat say, has$500,000 or a
(24:21):
million dollars of EBITDA,that's when you're getting up to
the real M and A folks.
You'll be given a lot moreservices.
It costs money, but you can geta lot more services and you get
represented.
It's like selling a house.
I could sell my house.
I could clear all the crap outtamy attic, in my basement.
I've owned a number of homesover the years.
(24:42):
Then you can buy an ad on Zillowtoday.
Just boom, for sale by owner.
You can run an open house.
But if you don't know how todisclose all, and I happen to be
called real estate license, Idon't really talk about it too
much'cause that's not what I do,I sell businesses, but sometimes
I sell real estate related to abusiness.
But you have to know what thestate rules are you violate
(25:03):
those as a seller, you can be inbig trouble.
It is better if possible to getadvice selling your business
because you'll prepare theinformation that a buyer's
expecting, you'll have somebodywho's doing all the hard work,
the slog of talking to all thedifferent potential buyers.
And there are a lot oflooky-loos who, oh, I really
(25:24):
wanna buy a business, andthey're clueless.
Ed Drozda (25:26):
Mm.
Paul Cronin (25:26):
Or they want to have you become the bank.
In other words, I don't reallyhave any money, but I'll pay you
for your business, but I'm gonnatake five years to pay it, in
other words, I'm gonna pay youout of the profits.
That can be part of atransaction, but it's not
advisable to do all of it thatway.
Ed Drozda (25:42):
There's so many variables and things that the
average business owner is notgonna be aware of or know what
to do with, and that's wherepeople like yourself come into
play.
When it comes to the way that anM and A advisor is paid, is it
typically commission based or isit upfront, a certain fee?
How does that work?
Paul Cronin (26:03):
Sure.
It's a blend.
Virtually everybody who's anygood at this is going to require
some upfront payment called aretainer, for other folks, it's
a marketing fee.
For very small businesses, abroker might charge a marketing
fee, and then it's a percentageof the transaction, and it can
be as high as, for a very smallcompany, it be as high as 10 or
(26:25):
12%.
For larger businesses, it can beas small as a 10th of a percent,
multi-billion dollartransactions, and everything in
between.
Ed Drozda (26:33):
Okay.
Excellent.
Well, this is reallyenlightening for me.
I like you dearly, but I know Iwon't be taking advantage of
your services because I'mcommitted to the notion that
when I'm done, I'm done.
But I do thank you for all thisinformation.
I think it is important anduseful to small business people
'cause I truly believe that alot of people don't even think
(26:55):
it's worth entertaining thenotion.
I think that what you've done isyou've opened up the door to
say, well, it doesn't hurt totake a look inside, and there
are people out here that cansupport you in that process.
So Before we wrap up here, I wasjust wondering if there's
anything you'd like to leave uswith, any last things you'd like
to impart?
Paul Cronin (27:13):
Yeah, I would say if you are considering selling
your business, pick a date inthe future.
10 years from now, three yearsfrom now, and an actual date,
circle it.
January 31st, 2021, because nowit's a goal, right?
That you can achieve.
How do I build towards thatdate?
(27:34):
And ask your accountant like,what do I need to do to improve
profitability?
Look around.
Is your bathroom clean?
I have this thing called thetoilet test.
When I go see a new customer, Igo in and see what it is.
If it's clean and neat this guyprobably runs a clean business.
If it's disgusting, I'm probablynot gonna represent this guy.
So those are a few little thingsto think about.
The toilet test.
(27:55):
I can't believe it.
I love it.
By the way, mine would be clean,if it came down to that.
At least I'd like to hope so.
I'm glad to hear that.
Ed Drozda (28:06):
Well folks, our time is up.
Again, I want to thank my guest,Paul Cronin.
Paul, it has been a pleasuretalking to you and you have
brought some great informationto the table.
I really appreciate it.
Paul Cronin (28:19):
Thank you.
It's been my great pleasure, Ed.
Ed Drozda (28:21):
Alright, thank you sir.
This is Ed Drozda, The SmallBusiness Doctor and here at The
Water Trough, I want to wish youa healthy business.
Welcome to the Water Trough where we can't make you
drink, but we will make youthink.
My name is Ed Drozda, The SmallBusiness Doctor, and I'm really
excited you chose to join mehere as we discuss topics that
are important for small businessfolks just like you.
If you're looking for ideas,inspiration, and possibility,
you've come to the right place.
Join us as we take steps to helpyou create the healthy business
that you've always wanted.
(00:43):
Welcome back folks.
This is Ed Drozda, The SmallBusiness Doctor, and I want to
welcome you today to the WaterTrough where I'm joined by Paul
Cronin.
Paul has over 30 years ofprofessional experience in sales
management, consulting andentrepreneurship.
He's owned three businesses,including a data analytics
business, a golf trainingbusiness and an exit planning
(01:06):
consulting business.
He's been a part of the M and Aworld since 2009, initially in
the exit planning field beforemoving to transactional work at
several firms, and mostrecently, Paul joined the M and
A practice at TouchstoneAdvisors, in 2025.
Hello, Paul.
Paul Cronin (01:23):
Hi Ed, so great to be here again.
Ed Drozda (01:26):
It's great to have you back Paul.
I was really looking forward tobringing you back.
The business of mergers andacquisitions is important to
business owners.
But one of the things that I washoping we would be able to talk
about today is that unique setof characters who are in small
businesses, my kind ofclientele, who are perhaps
asking the question, does thismatter to me?
(01:49):
Is there something for me tosell?
Or does it really make anydifference.
And I will start by pointing outa person like myself.
I'm a solopreneur.
I am a small business coach, andso at the end of days for me, I
really have nothing to sell.
That is you don't sell a book ofbusiness when you, the principal
(02:10):
are the principle, the principlething behind it.
I can't sell a book to somebodyelse; they won't be me.
So, the clients aren't going toget the same thing or what have
you.
In my case, it's too small to beappropriate.
I think a lot of small businesspeople think their business is
too small to care about M and A.
So, let's talk about that.
(02:32):
Is a small business too small tocare?
Paul Cronin (02:35):
No, the short answer.
A longer answer depends on thenature of the business and the
way I describe it is a buyerwould consider buying your
business if they believe with areasonable amount of risk that
they can replicate your results.
It's true that people who are inthe art of coaching, business
(03:00):
consulting, or consulting ingeneral, we are a solopreneur,
it's so dependent on yourthoughts that it would be
difficult for somebody toreplicate that.
It doesn't mean it's completelyimpossible, but it would require
transition time where a newperson comes in.
They learn the process, getclients in that might allow you
(03:25):
to quote unquote retire and handoff so the brand could carry in
way.
It doesn't mean there's much ofa financial transaction from
that.
The other way is if you've got amethodology that others could
replicate, write it down.
Turn it into a book, turn itinto tools, assessments, what
(03:47):
have you, and then you've got atoolkit that you can sell.
Again, I'm not an attorney, butthere's different ways to
package it up and sell it.
I call it products plustraining, for example.
That's one of the businessesthat I had, and we were able to
take that exit planning practiceand then sell it to a number of
(04:08):
people so that they couldindependently use the tools plus
the training we offer.
However, setting that asidethere are a lot of small
businesses.
A convenience store.
You've got inventory, youprobably have some part-time
employees.
You've got vendors and aconvenience store; you tend to
have a lot of regular customers.
It's near the bus stop, it's inthe neighborhood, wherever the
(04:30):
case may be.
So, it isn't a particular highbarrier to entry other than
you've gotta have the spot,right?
The city or town has to zonethat particular place for that
activity.
If you've got those things andit pays you some sort of an
income and there's some sort ofprofit, and those two could be
combined for a very smallbusiness, you can say, yeah, you
(04:52):
could take over.
My joke is this is how I makethe sausage.
Every business owner I talk totell me how you make the
sausage.
Everyone makes it a littledifferently and they get it.
So, every industry has a historyof those kinds of businesses
having been sold, and then folkslike myself use the data;
there's these large databasesand we take a look at that.
(05:15):
We take a look at the financialsof your business and can someone
replicate those results.
The price they're willing to payhas a combination of value.
The income that an owner, abuyer could receive from it, and
the risk they're willing to payto take it over and can they
replicate those results.
Ed Drozda (05:38):
Let me focus for a moment on the word replicate.
I presume if one is driven bythe ability to replicate, then
they are attracted to what it isyou're doing in the first place.
I don't want to replicate thatwhich is not good.
I certainly wouldn't want to buysomething that is not good.
(06:01):
So how does one positionthemselves outwardly to motivate
the desire to replicate?
Paul Cronin (06:10):
Well, first you have to make profits, right?
Sounds remarkably simple, right?
Ed Drozda (06:14):
No, maybe not.
Paul Cronin (06:15):
As you know too well, it can be hard.
Showing in your financials, inyour tax returns, and in the
bank statements that it allbacks up, that I make a hundred
thousand dollars a year fromthis business; that's a
combination of the income andprofits.
I may take draws, whatever youwanna call it, again, these are
very small businesses.
And let's say you do$500,000 ayear; you keep a hundred
(06:36):
thousand dollars profit.
And if you show thatconsistently and you are smart
about your expenses and you'renot doing what I call the silly
things, which a lot of peopledo, you know, they replace the
windows in their house and theycall it supplies.
Don't do that in silly stuff.
If you're able to do thosethings, that's a starting point.
I can prove through myfinancials and my tax returns
(06:57):
and multiplying my bankstatements that this is how much
profit anyone running thisbusiness, take it over from me,
should be able to do.
The second part is going back tohow you make the sausage.
Do you actually write it down?
This is how we attractcustomers.
We have these Facebook ads, orpostcards or whatever marketing
(07:19):
it is to attract people.
That you have a financial systemor QuickBooks or something
similar to that.
That you pay your employees,that you're not paying the money
and maybe keeping the taxes ornot paying the taxes.
You pay all your sales taxes.
I want to keep using thisconvenience store as an example.
Keep your inventory current.
(07:40):
If 30% of your inventory haspassed sell by date, well that
in terms of a buyer isworthless, and also gets a
concern of, geez, they don'tturn over their inventory very
well.
Ed Drozda (07:54):
Right.
Paul Cronin (07:54):
That's a problem.
So those are just a few thingsto think about, but all of them
is like, can you show consistentlevel of profitability, whatever
it is.
Buyers, they're like water, theyseek their own level.
Some need a hundred thousand ayear, some need a hundred
million a year.
All depends who's the buyer.
Ed Drozda (08:12):
I understand that looking for something to
replicate, i.e., to continueworking in a profitable manner
is a motivator.
I tend to look at profitabilityas um, I'm gonna go out on a
limb here'cause the way I'mgonna say, it's gonna sound
weird I see it as evidence of adeeper purpose.
(08:33):
While a buyer might be attractedto the profitability of a
company, are there other thingsthat they're looking at or are
there potentially other thingsthat we, as potential sellers,
might want to keep in mind?
If I had two companies topotentially buy both of whom are
making the same profit, andassuming for the moment I, the
(08:54):
buyer had the capability ofdoing whatever either of these
companies is currently doing,what further stuff is gonna
drive me?
How am I gonna choose?
Paul Cronin (09:07):
If I had an ability to understand why buyers buy
businesses, my goodness, youknow they all have their own
criteria.
Ultimately, they're all tryingto get to the risk of buying the
business.
What risk am I willing to taketo buy this business, and how do
I as the buyer reduce that risk?
(09:30):
Examples might include havingthe seller sign a contract for
18 to 36 months post-close.
It might mean stay bonuses forkey managers.
It might mean paying out a pricefor the business over time based
(09:50):
upon some metric of customersstaying and so forth.
So that's part of the reason whypeople buy businesses.
So let's go back to theconvenience store.
One buyer could say, I've neverrun a convenience store before.
I'm going to need training."That will be a part of the
(10:11):
transaction, how much trainingyou're gonna have to give to the
buyer.
Buyer number two could besomeone who owns 14 convenience
stores.
They are looking at, hey, I'vealways wanted a convenience
store down the street fromBryant University, all those
kids walking by, could never geta good spot.
(10:32):
And rather than waiting for avacant spot to open and I have
to put my brand in and spend alot of money on awareness, I'm
just gonna buy Joe's conveniencestore,'cause the kids all stop
by there anyway,'cause they gettheir coffee or vapes or
whatever else they're buyingthese days.
All we have to do is announcethat Joe's convenience store is
(10:54):
going to become the equivalentof a Seven 11 or what have you.
Right?
And so, there's that transition.
That person, buyer two, might bewilling to pay more than buyer
one, because they're not gonnarun the store.
And if you as an owner may makea hundred thousand dollars of
profit out of that business.
The buyer could say I'm justgonna have a store manager run
(11:16):
that and I'll pay them$60,000plus some kind of benefits or
whatever." And so, you look atthe seller and say there's a
hundred thousand dollars ofprofits in the business, and
that buyer could say, geez, it'sreally only 40,000 to me.
And then you get into the weeds.
And the weeds could be, wait aminute, I pay a lawyer and I pay
accountant, and I have all theseother expenses.
(11:38):
All those go to zero when youacquire my store.
I actually wrote about this onLinkedIn, the add backs as it's
called.
Then ultimately sometimes buyernumber two will pay a premium.
Let's say your industry tradesat three times profit.
That's the median.
Buyer number two,'cause it'sstrategic, they want the
location, they know how to doit.
They can create synergies.
(12:00):
They can extract costs from thebusiness.
'cause they already have anoverhead that does those things.
They'd be willing to pay threeand a half X over somebody who
just wants to own yourconvenience store.
Maybe they're a store manager orsomebody else and they want to
run their own thing and changeit; add stuff.
Ed Drozda (12:18):
Mm-hmm.
You referred to the add back,did I get that right?
Paul Cronin (12:24):
Yep.
Ed Drozda (12:25):
Can you expand upon that concept a bit?
Paul Cronin (12:27):
Sure.
Profit for most businesses isstated as EBITDA or earnings
before interest, taxes,depreciation, amortization.
EBITDA excludes the salary forthe owner.
Just so you know, okay?
Ed Drozda (12:40):
Mm-hmm.
Paul Cronin (12:40):
There's another expression called seller's
discretionary earnings, SDE,that includes a salary.
That's sort of the totalcompensation an owner can
receive a total benefit, but Iprefer to use EBITDA because
it's a real clean standard.
The idea of the add-backs is tosay your company, if it's a
corporation, pays income taxesthat has some interest on
(13:03):
business loans, and mostbusinesses have some level of
appreciation, and some may haveamortization as well.
So, all of those elements, againI use a hundred thousand dollars
of net operating income.
There might be 10 or 20 or 30 ora hundred thousand dollars of
those other elements.
That all gets added back.
Because some of it's justaccounting gimmickry, to reduce
(13:24):
taxation.
And some of it like interest ona business loan.
You add that back to the profitsor the adjusted EBITDA, because
someone buying the business maynot have a business loan.
Or they will have a differentlevel of interest that they're
paying.
Therefore, they need tounderstand that adjusted EBITDA.
The guy who decided to replacehis storm windows and charge it
(13:47):
to the company, as supplies,that's an add back.
The buyer is not going to recurthat expense again.
Ed Drozda (13:53):
Right.
So, there's two sides to thiscoin, and for the moment, let's
look at the seller as a smallbusiness owner.
Let's go back to the conveniencestore that you talked about.
I think that's ratherconvenient.
Leave it at that.
I have been in business for,maybe it's a family business,
I've been in business for 60years, but I'm the end of the
line.
(14:13):
My children have no interest incontinuing this business.
They don't think it's desirablefor them.
I have essentially gotten to thepoint where, you know, yes, I've
built a good clientele.
People are coming to my store.
They know me.
I know them.
I know what they want.
I necessarily bring in the sortsof inventory that appeals to
(14:34):
them and so on and so forth.
In other words, I'm yourneighborhood shop.
Okay, so all this time andeffort that I have spent in
building this reputation,building this store that's
providing for this community,one of my biggest concerns is
(14:55):
that when I retire, sell thebusiness, is that it all goes
away.
Now I know that I can't continue'cause I have gotten to that
point that age, health matters,whatever it might be, I have to
move away.
So as a business owner in thatposition, I'm gonna take the
(15:16):
emotional side out of it becauseI realize that's not something
any of us can realisticallyaddress.
That's a one to one situation,it's personal.
But aside from the emotionalaspect, what kind of guidance
does someone like yourself bringto that business owner?
I hope that's not asking toomuch here, but I presume that in
(15:39):
your role you're doing vastlymore than just marrying
potential buyer and seller.
There's gotta be more to it thanthat.
Paul Cronin (15:47):
Yeah, well the first thing that I start with is
a business valuation.
The valuation that I would do isfor purposes of selling to a
third party.
We could say for example, youradjusted EBITDA is you take a
hundred thousand, your adjustedEBITDA is 150 and go out and
then get comps.
They're trying to find 20 or 30different companies that may
(16:09):
have transacted similar size inthe last three to five years.
That gives me a sense of that$150,000 of profit based on the
industry, I'm gonna use three Xto say, all right, your business
could be worth as much as$450,000 to a buyer, plus or
minus 10%'cause that's avariable depending on who the
(16:30):
buyer is.
You can help them understandwhat is your compound annual
growth rate?
If it's 2%, that's going to getone kind of a buyer.
If a business is growing 10% ayear, that's a different kind of
buyer.
What's been driving that?
Obviously, our economy has beenin complete, crazy turmoil the
last five years with COVID,getting outta COVID, supply
(16:53):
chain issues, and now morerecently, tariffs.
It's a lot of turmoil, butbuyers, particularly
sophisticated strategic buyers,and industry buyers, they've
been through all that too.
So they're like, okay, we getit.
And that's why it's important inmany ways to understand who
(17:14):
could be the best buyer for yourbusiness.
Often it's an industry player,'cause it's efficient to sell to
somebody that already knows theindustry, already knows how to
do it.
But there are times when you geta business that you know,
there's a Seven 11 down thestreet, Seven Eleven's not
interested in buying it.
And so now it's a question ofsomebody who wants that because
(17:35):
they could do something elsewith it.
Let's suppose you never wantedto get into prepared foods,
sandwiches and such.
You just chose not to.
Someone else could come commitand say, geez, my lease says I'm
allowed to sell prepared food.
So, you find a distributor whocan deliver sandwiches to you
every day, and you take out arow of Coca-Cola or whatever
(17:55):
else, you see now we havesandwiches here.
Ed Drozda (17:58):
Right.
Paul Cronin (17:58):
Now you've got people like, wow.
So that's the growthopportunity.
Ed Drozda (18:02):
Mm-hmm.
Paul Cronin (18:02):
And so, taking the time to understand the
opportunities that a buyer mighthave in the business and on one
hand, identify them and theother, you have to justify.
If it's such an opportunity, whyhaven't you done it?
Ed Drozda (18:16):
Hmm.
Paul Cronin (18:16):
I don't want to bring in a refrigerator.
I don't wanna set up the newrelationship, and so forth.
But somebody else, you couldhave a situation where a
convenience store doesn't have abeer and wine license.
Are the convenience stores areallowed to do that?
Ed Drozda (18:29):
Mm-hmm.
Paul Cronin (18:30):
And you may have tried in the past it was too
hard.
It's this, that, whatever.
And you give up.
Somebody else may have two orthree or four different
convenience stores, but theyalready have beer and wine
licenses so they can go beforethe liquor commission and say we
have a great track record.
We know how to do this, we'dlike a license, they get the
license and all of a sudden,again, they're adding on a layer
(18:52):
of profitability that you as theseller couldn't get or chose not
to get.
Ed Drozda (18:58):
Presumably, the prospective buyer is
entertaining these things asthey go into that search
process.
They're already thinking aheadas to what can I potentially do
with this?
In other words, what's on thetable is not all that there is
there for me.
Paul Cronin (19:13):
Let's suppose a corporation has decided, and
again, one of the bigconvenience store chains around
here just went through that andthey decided they had locations
that had gasoline fuel sales,and a bunch that didn't.
And the company that acquiredthis chain, local chain, is in
the fuels business.
(19:33):
And so they made a verystrategic decision.
He says,"I know you've gotliterally 1500 stores, but 500
of them don't sell fuel.
We're gonna sell those all off."You as an independent could then
say, well, gee, I'm competingwith so and so up the street.
Well, that location may not evenbe that great a location for
(19:54):
that corporation, let me justshut it down and turn it into a
fruit stand or something.
Ed Drozda (19:58):
Right, right, right.
Paul Cronin (20:00):
You need to be aware of your competition,
what's happening out there.
Ed Drozda (20:05):
When you were engaged in the purchase of companies or
sale of companies, is it similarto real estate where the realtor
represents the buyer, not theseller?
Or does it go both ways?
Paul Cronin (20:19):
It's the opposite.
Typically in M and A, you haveto choose a side.
So, I'm a sell side agent, ifyou will, brokers, some people
use the word or advisor is theword I like to use.
So, I represent the seller.
They're my boss on this deal,and my job is to help fulfill
their goals, one of which issome financial outcome.
(20:43):
When I'm negotiating with theenemy, as I like to say, the
buyers know that.
I don't represent them.
I have to disclose everythingthat the owner has disclosed to
me, and that's it.
Anything else, it is caveatemptor.
The buyer must do their duediligence.
I prepare what's called a dataroom that's got all the
(21:03):
financials and tax returns andall that other stuff, licenses,
anything that goes with it.
And then I have to tell them howI'd made my adjustments.
I have to justify my adjustmentsto that EBITDA.
I'm negotiating with the otherside, but I don't represent
them.
Ed Drozda (21:19):
Okay.
Paul Cronin (21:20):
They may have their own representation.
Often for very smalltransactions, buyers who do not
have their own representationother than they may have their
own attorney or their ownaccountant, take a look at it.
Much more sophisticatedbusinesses, both sides have some
kind of M and A advisor helpingthem.
Ed Drozda (21:35):
You said that persons such as yourself have to choose
a side.
So are you saying that there arethose who actually do represent
the buyer or...
Paul Cronin (21:43):
Yeah, there are buy-side advisors.
There are a number of people whowork with private equity firms.
Outsourced corporate developmentfor that.
There are other folks who wouldwork with a strategic buyer,
again, someone who owns 14convenience stores, they wanna
buy more, so they will paysomebody to call convenience
store owners and say,"Irepresent a buyer.
Would you be interested indiscussing a sale?"
(22:06):
Understanding that you as theseller, in that case, you're
kind of naked out there.
You don't have somebodyrepresenting your interests.
'cause the guy who'srepresenting the other side, he
has no fiduciary responsibilityto you.
All his responsibility is to theperson writing his paychecks.
Ed Drozda (22:22):
Okay, so let's go back to the convenience store
and my story.
I am ready to depart.
I don't have a successor.
How do I begin the process thenof selling?
I presume, I presume naturallythat one could sell on their
own.
Paul Cronin (22:40):
Yes, it can be done.
I don't advise it unless you'vesold other businesses before.
Ed Drozda (22:45):
I'm sorry to interrupt you, but what are the
pitfalls that I should be awareof?
If I think I can go off and sellit by myself, what am I likely
to miss?
Paul Cronin (22:54):
Well, essentially you're taking on a second
full-time job.
If you're already working 40,50, 60 hours a week do you
really wanna work another 10,20, or 30 hours a week?
Because that's really the bigissue.
The other part is if you haven'tsold a business before, you
don't know what the expectationsare.
You don't know how to set up adata room, how to do your own
business valuation.
(23:14):
You don't know how to preparethe marketing materials known as
a confidential informationmemorandum or a CIM for short.
All of those things are what aprofessional M and A advisor
will do for you.
The other part is you have tofind a market, you've gotta find
the buyers.
Now, it is true, most people whorun a business have competitors,
(23:37):
they have relationships withsome of their competitors,
friendly or otherwise.
And you can think of, well, hey,here's six people who have said
to me, over the last 20 years,geez, Paul, if you ever feel
like selling your conveniencestore, think of me.
Great.
But they're not your friend whenit comes to buying your
business.
Money talks, everything elsewalks.
(23:58):
So it is wise to have some kindof representation.
Depending on the nature of thebusiness, you've gotta figure
out who can represent.
For very small businesses, it'stypically some kind of business
broker.
There are some onlinemarketplaces which also have
paid advisors, and they can bemore affordable.
Once you're getting a businessthat say, has$500,000 or a
(24:21):
million dollars of EBITDA,that's when you're getting up to
the real M and A folks.
You'll be given a lot moreservices.
It costs money, but you can geta lot more services and you get
represented.
It's like selling a house.
I could sell my house.
I could clear all the crap outtamy attic, in my basement.
I've owned a number of homesover the years.
(24:42):
Then you can buy an ad on Zillowtoday.
Just boom, for sale by owner.
You can run an open house.
But if you don't know how todisclose all, and I happen to be
called real estate license, Idon't really talk about it too
much'cause that's not what I do,I sell businesses, but sometimes
I sell real estate related to abusiness.
But you have to know what thestate rules are you violate
(25:03):
those as a seller, you can be inbig trouble.
It is better if possible to getadvice selling your business
because you'll prepare theinformation that a buyer's
expecting, you'll have somebodywho's doing all the hard work,
the slog of talking to all thedifferent potential buyers.
And there are a lot oflooky-loos who, oh, I really
(25:24):
wanna buy a business, andthey're clueless.
Ed Drozda (25:26):
Mm.
Paul Cronin (25:26):
Or they want to have you become the bank.
In other words, I don't reallyhave any money, but I'll pay you
for your business, but I'm gonnatake five years to pay it, in
other words, I'm gonna pay youout of the profits.
That can be part of atransaction, but it's not
advisable to do all of it thatway.
Ed Drozda (25:42):
There's so many variables and things that the
average business owner is notgonna be aware of or know what
to do with, and that's wherepeople like yourself come into
play.
When it comes to the way that anM and A advisor is paid, is it
typically commission based or isit upfront, a certain fee?
How does that work?
Paul Cronin (26:03):
Sure.
It's a blend.
Virtually everybody who's anygood at this is going to require
some upfront payment called aretainer, for other folks, it's
a marketing fee.
For very small businesses, abroker might charge a marketing
fee, and then it's a percentageof the transaction, and it can
be as high as, for a very smallcompany, it be as high as 10 or
(26:25):
12%.
For larger businesses, it can beas small as a 10th of a percent,
multi-billion dollartransactions, and everything in
between.
Ed Drozda (26:33):
Okay.
Excellent.
Well, this is reallyenlightening for me.
I like you dearly, but I know Iwon't be taking advantage of
your services because I'mcommitted to the notion that
when I'm done, I'm done.
But I do thank you for all thisinformation.
I think it is important anduseful to small business people
'cause I truly believe that alot of people don't even think
(26:55):
it's worth entertaining thenotion.
I think that what you've done isyou've opened up the door to
say, well, it doesn't hurt totake a look inside, and there
are people out here that cansupport you in that process.
So Before we wrap up here, I wasjust wondering if there's
anything you'd like to leave uswith, any last things you'd like
to impart?
Paul Cronin (27:13):
Yeah, I would say if you are considering selling
your business, pick a date inthe future.
10 years from now, three yearsfrom now, and an actual date,
circle it.
January 31st, 2021, because nowit's a goal, right?
That you can achieve.
How do I build towards thatdate?
(27:34):
And ask your accountant like,what do I need to do to improve
profitability?
Look around.
Is your bathroom clean?
I have this thing called thetoilet test.
When I go see a new customer, Igo in and see what it is.
If it's clean and neat this guyprobably runs a clean business.
If it's disgusting, I'm probablynot gonna represent this guy.
So those are a few little thingsto think about.
The toilet test.
(27:55):
I can't believe it.
I love it.
By the way, mine would be clean,if it came down to that.
At least I'd like to hope so.
I'm glad to hear that.
Ed Drozda (28:06):
Well folks, our time is up.
Again, I want to thank my guest,Paul Cronin.
Paul, it has been a pleasuretalking to you and you have
brought some great informationto the table.
I really appreciate it.
Paul Cronin (28:19):
Thank you.
It's been my great pleasure, Ed.
Ed Drozda (28:21):
Alright, thank you sir.
This is Ed Drozda, The SmallBusiness Doctor and here at The
Water Trough, I want to wish youa healthy business.
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