Dealing with Inexperience Can Ruin the Deal
The 65-year old owner of a multi-location retail operation doing $30 million in annual sales decided to retire. He interviewed a highly recommended intermediary and was impressed. However, he had a nephew who had just received his MBA and who told his uncle that he could handle the sale and save him some money. He would do it for half of what the intermediary said his fee would be – so the uncle decided to use his nephew. Now, his nephew was a nice young man, educated at one of the top business schools, but he had never been involved in a middle market deal. He had read a lot of case studies and was confident that he could “do the deal.”
Inexperience # 1 – The owner and the nephew agreed not to bring the CFO into the picture, nor execute a “stay” agreement. The nephew felt he could handle the financial details. Neither one of them realized that a potential purchaser would expect to meet with the CFO when it came to the finances of the business, and certainly would expect the CFO to be involved in the due diligence process.
Inexperience # 2 – It never occurred to the owner or his nephew that revealing just the name of the company to prospective buyers would send competitors and only mildly interested prospects to the various locations. There was no mention of Confidentiality Agreements. Since the owner was not in a big hurry, there were no time limits set for offers or even term sheets. It would only be a matter of time before the word that the business was on the market would be out.
Inexperience # 3 – The owner wanted to spend some time with each prospective purchaser. Confidentiality didn’t seem to be an issue. There was no screening process, no interview by the nephew.
Inexperience # 4 – The nephew prepared what was supposed to be an Offering Memorandum. He threw some financials together that had not been audited, which included a missing $500,000 that the owner took and forgot to inform his nephew about. This obviously impacted the numbers. There were no projections, no ratios, etc. This lack of information would most likely result in lower offers or bids or just plain lack of buyer interest. In addition, the mention of a pending lawsuit that could influence the sale was hidden in the Memorandum.
Inexperience # 5 – The owner and nephew both decided that their company attorney could handle the details of a sale if it ever got that far. Unfortunately, although competent, the attorney had never been involved in a business sale transaction, especially one in the $15 million range.
Results — The seller was placing almost his entire net worth in the hands of his nephew and an attorney who had no experience in putting transactions together. The owner decided to call most of the shots without any advice from an experienced deal-maker. Any one of these “inexperiences” could not only “blow” a sale, but also create the possibility of a leak. The discovery that the company was for sale could be catastrophic, whether discovered by the competition, an employee, a major customer or a supplier .
The facts in the above story are true!
The moral of the story – Nephews are wonderful, but inexperience is fraught with danger. When considering the sale of a major asset, it is foolhardy not to employ experienced, knowledgeable professionals. A professional intermediary is a necessity, as is an experienced transaction attorney.
What’s a Fair Asking Price for a Small Business in Indiana?
By Troy Frank, Owner — Indiana Equity Brokers
Estimated read time: 7 min
The short answer: A fair asking price for a small business in Indiana is typically 2 to 3 times the seller’s discretionary earnings (SDE) for Main Street businesses, and 3 to 5 times EBITDA for larger companies. The right number depends on your industry, revenue consistency, customer concentration, and how transferable the business is without you. Sellers who set an evidence-based asking price close faster and at higher net proceeds than sellers who anchor to what they need or hope to get. A professional valuation is where pricing should start.
Most sellers come to the table with a number in mind. That number usually comes from one of three places: what they’ve put into the business over the years, what they need to retire, or what a friend got for a business in a different industry a decade ago.
None of those inputs tell you what your business is actually worth to a buyer today.
Pricing a privately held business is more art than arithmetic, but it isn’t guesswork. There are specific methods buyers and their advisors use to evaluate small businesses in Indiana, and understanding them is the single most useful thing a seller can do before they go to market.
How Buyers Actually Value Small Businesses
Buyers don’t care what you paid to build the business. They care about two things: how much cash the business generates, and how much risk they’re taking on.
That’s it. Every valuation method circles back to those two questions.
Seller’s Discretionary Earnings (SDE)
For Main Street businesses (roughly those under $1–2 million in annual profit) the standard valuation method is a multiple of Seller’s Discretionary Earnings (SDE). SDE is the total cash the business generates for a full-time owner-operator, including net income plus owner’s salary, benefits, depreciation, and any personal expenses run through the business.
In Indiana, most Main Street businesses trade at 2 to 3 times SDE. A business generating $300,000 in SDE would typically be priced between $600,000 and $900,000. The multiple depends on factors like revenue trends, customer concentration, lease terms, staff stability, and industry.
Businesses at the lower end of that range tend to have one or more of these: owner-dependent operations, a single major customer, short lease terms, or inconsistent earnings. Businesses at the upper end have documented systems, loyal customer bases, long leases, and year-over-year growth.
EBITDA Multiples for Larger Businesses
For businesses generating over $1 million in annual profit, buyers typically shift to an EBITDA multiple (Earnings Before Interest, Taxes, Depreciation, and Amortization). National market data shows the median private company transaction closed at approximately 3.5x EBITDA at the end of 2025. Stronger businesses in growing sectors can command 4–6x.
The difference between a 3x and a 5x multiple on $1 million EBITDA is $2 million. That gap isn’t random; it’s driven by the specific value drivers a buyer sees in your business.
Why Sellers Overprice and What It Costs Them
Overpricing is the most common and most expensive mistake sellers make. It doesn’t feel like a mistake. It feels like negotiating room.
Here’s the problem: buyers in the Main Street market aren’t haggling. They’re doing the math. When they see a business priced at 4x SDE in an industry that trades at 2.5x, they don’t make a low offer. They move on. They assume the seller is either uninformed or unrealistic, and neither is a good sign.
What typically happens to overpriced listings: they sit. After 6–9 months with no serious offer, the seller cuts the price. Now the listing has a discount flag attached to it, and the next wave of buyers wonders what’s wrong. The seller ends up negotiating from a weaker position and often nets less than they would have with a realistic price at launch.
At Indiana Equity Brokers, we’ve tracked this pattern across hundreds of transactions. Sellers who list at fair market value close faster, attract more qualified buyers, and face less renegotiation during due diligence.
If you want to understand the specific factors that drive a higher multiple for your business, our post on what makes a business worth more breaks it down in detail.
The Four Prices Every Seller Should Know
Before you list, you should be clear on four distinct numbers. They’re not the same, and confusing them will cost you.
1. Appraised value. The number a professional valuator or experienced broker assigns based on your financials and comparable transactions. This is your baseline and the anchor for everything else.
2. Your go-to-market price. What you actually list the business for. This is typically 10–15% above appraised value to leave room for negotiation without appearing unrealistic. Going higher than that signals a seller who hasn’t done their homework.
3. Your walk-away price. The lowest number you’ll accept. Know this before you get an offer — not during the emotion of a negotiation. Sellers who don’t know their floor make worse decisions at the table.
4. Your “wish price.” What you’d love to get in a perfect world. Keep this private. Sharing it with buyers, or letting it drive your listing price, is how sellers end up with stalled deals.
The final sale price almost always lands between the go-to-market price and the walk-away price. In some cases (particularly when a business is priced aggressively and attracts multiple offers) it lands above list. That’s rare, but it happens. We’ve seen it with service businesses in the Indianapolis metro where buyer demand has been strong over the past several years.
What Buyers Look at Beyond the Numbers
Pricing isn’t only about earnings. Buyers evaluate risk. The same $300,000 in SDE looks very different depending on where it comes from.
Customer concentration is one of the biggest valuation discounts we see. If 40% of revenue comes from one customer, buyers know one phone call can change the picture overnight. That risk gets baked into the multiple — downward.
Owner dependency is another. If you’re the business (if your relationships, your expertise, and your presence are the product) a buyer is paying for something they may not be able to replicate. Businesses with documented systems, a capable management layer, and customers who buy from the company (not just from you) command significantly higher multiples.
Revenue trends matter more than any single year. A business showing three consecutive years of growth is worth more than a business with flat or inconsistent earnings, even if last year’s numbers look the same.
Lease terms are often overlooked. A 10-year lease with favorable renewal options is an asset. A lease expiring in 18 months with an uncertain landlord is a liability that can kill a deal entirely. We’ve written about how landlords can affect a business sale and it’s something every seller should think through before listing.
How to Get a Realistic Valuation Before You List
The worst time to find out your business is worth less than you thought is after you’ve already told your employees you’re selling.
Start with a professional opinion of value. At Indiana Equity Brokers, we provide a free business valuation for every seller we work with, not as a sales tactic, but because sellers who understand what their business is worth make better decisions about when to sell, how to price it, and whether to spend time increasing value before going to market.
Formal third-party appraisals from a certified business valuator typically run $2,000–$10,000 for a small business, depending on complexity. For most Main Street sellers, that’s not necessary before listing. A broker’s market-based valuation is sufficient. For sellers in litigation, estate planning, or partnership buyouts, a certified appraisal carries more legal weight.
Whatever approach you take, the goal is the same: enter the market with a number you can defend, not just a number you can live with.
Frequently Asked Questions
What is a fair asking price for a small business in Indiana? A fair asking price for a small business in Indiana is typically 2 to 3 times the seller’s discretionary earnings (SDE). For a business generating $250,000 in annual SDE, a fair market range would be $500,000 to $750,000. The exact multiple depends on industry, revenue stability, customer concentration, lease terms, and how owner-dependent the business is. Businesses with strong systems and diversified revenue command higher multiples.
How do you calculate the value of a privately held business? The most common method for Main Street businesses is a multiple of Seller’s Discretionary Earnings (SDE) — the total cash benefit available to a full-time owner, including net profit, owner’s salary, depreciation, and add-backs for personal expenses run through the business. Larger businesses (typically over $1M in annual profit) use EBITDA multiples instead. Both methods require clean, well-documented financials for buyers to accept the number.
Why do some businesses sell for more than others with similar revenue? Revenue alone doesn’t determine value, but risk does. Two businesses generating the same revenue can have very different valuations if one has recurring contracts, a trained management team, and a loyal customer base, while the other depends entirely on the owner’s personal relationships. Buyers pay more for businesses that are transferable, predictable, and not dependent on the seller staying involved.
What happens if I price my business too high? An overpriced listing typically sits on the market without serious offers. After several months, sellers reduce the price, but the listing now carries a price-cut history that signals problems to new buyers. The result is usually a longer sale process, more renegotiation during due diligence, and a lower final net than a well-priced listing would have generated from day one.
Do I need a formal appraisal before selling my business in Indiana? For most Main Street sellers, a formal certified appraisal isn’t required. An experienced broker’s market-based opinion of value grounded in comparable transactions is usually sufficient to set a defensible asking price. Formal appraisals ($2,000–$10,000) are more appropriate when the valuation will be used in legal proceedings, estate planning, or partnership disputes.
Get the Number Right Before You Go to Market
Pricing your business isn’t a guess, but it shouldn’t be a formula either. The right asking price requires someone who knows your industry, knows the current buyer pool, and has closed deals at similar valuations recently.
If you’re in Indiana and you’re thinking about selling whatsoever, a confidential conversation about your business’s value costs nothing and takes about 15 minutes. Troy Frank has helped more than 879 Indiana business owners navigate this process, from initial valuation through closing.
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When Selling Your Business, Play to Win
If you are an independent business owner, you are most likely also an independent business seller–if not now, you will be somewhere down the road. The Small Business Administration reports that three to five years is a long enough stretch for many business owners and that one in every three plans to sell, many of them right from the outset. With fewer cases of a business being passed on to future generations, selling has become a fact of independent business life. No matter at what stage your own business life may be, prepare now to stay ahead in the selling game.
Perhaps one of the most important rules of the selling game is learning how not to “sell.” An apt anecdote from Cary Reich’s The Life of Nelson Rockefeller shows a pro at work doing (or not doing) just that:
When the indomitable J.P. Morgan was seeking the Rockefeller’s Mesabi iron ore properties to complete his assemblage of what was to become U.S. Steel, it was Junior [John D. Rockefeller, Jr.] who went head-to-head with the financier. “Well, what’s your price?” Morgan demanded, to which Junior coolly replied, “I think there must be some mistake. I did not come here to sell. I understand you wished to buy.” Morgan ended up with the properties, but at a steep cost.
As this anecdote shows, the best approach to succeeding at the selling game is to be less of a “seller” and more of a “player.” Take a look at these tips for keeping the score in your favor:
Let Others Do the Heavy Pitching
Selling a business is an intense emotional drain; at best, a distraction. Let professional advisors do the yeoman’s duty when selling a business. A business intermediary represents the seller and is experienced in completing the transaction in a timely manner and at a price and terms acceptable to the seller. Your business broker will also present and assess offers, and help in structuring the transaction itself. If you plan to use an attorney, engage one who is seasoned in the business selling process. A former Harvard Business Review associate editor once said, “Inexperienced lawyers are often reluctant to advise their clients to take any risks, whereas lawyers who have been through such negotiations a few times know what’s reasonable.”
Stay in the Game
With the right advisors on your side, you can do the all-important work of tending to the daily life of the business. There is a tendency for sellers to let things slip once the business is officially for sale. Keeping normal operating hours, maintaining inventory at constant levels, and attention to the appearance and general good repair of the premises are ways to make the right impression on prospective buyers. Most important of all, tending to the daily running of the business will help ward off deterioration of sales and earnings.
Keep Pricing and Evaluation in the Ballpark
Like all sellers, you will want the best possible price for your business. You have probably spent years building it and have dreamed about its worth, based on your “sweat equity.” You’ll need to keep in mind that the marketplace will determine the value of the business. Ignoring that standard by asking too high a price will drive prospective buyers away, or will at the least slow the process, and perhaps to a standstill.
Play Fair with Confidentiality
Your business broker will constantly stress confidentiality to the prospects to whom he or she shows your business. They will use nonspecific descriptions of the business, require signatures on strict confidentiality agreements, screen all prospects, and sometimes phase the release of information to match the growing evidence of buyer sincerity. As the seller you must also maintain confidentiality in your day-to-day business activities, never forgetting that a breach of confidentiality can wreck the deal.
Sell Before Striking Out
Don’t wait until you are forced to sell for any reason, whether financial or personal. Instead of selling impulsively, you should plan ahead carefully by cleaning up the balance sheet, settling any litigation, providing a list of loans against the business with amounts and payment schedule, tackling any environmental problems, and by gathering in one place all pertinent paperwork, such as franchise agreement (if applicable), the lease and any lease-related documents, and an approximation of inventory on-hand. In addition, you could increase the value of your business by up to 20 percent by providing audited financial statements for one or two years in advance of selling.
Think Twice Before Retiring Your “Number”
The trend is for sellers to assume they will retire after selling the business. But consider this: agreeing to stay on in some capacity can actually help you get a better price for your business. Many buyers will pay more to have the seller stay aboard, thus helping to reduce their risk.
Keep the Ball Rolling
You need to keep the negotiation ball rolling once an offer has been presented. Even if you don’t get your asking price, the offer may have other points that will offset that disappointment, such as higher payments or interest, a consulting agreement, more cash than you anticipated, or a buyer who seems “just right.” The right buyer may be better than a higher price, especially if there is seller financing involved, and there usually is. In many cases, the structure of the deal is more important than the price. And when the ball is rolling, allow it to pick up speed. Deals that drag are too often deals that fail to close.
By following these tips, and by working closely with your business broker, you can have confidence in being a seller who, like John D. Rockefeller, Jr., doesn’t “come here to sell.” You will play the selling game–and be a winner.
Reasons for Sale
The reasons for selling a business can be divided into two main categories. The first is a sale that is planned almost from the beginning or by an owner who knows that selling is or should be a planned event. The second is exactly the opposite – unplanned; the sale is motivated by a specific event such as health, divorce, business crises, etc. However, in between the two major reasons, are a host of unpredictable ones.
A seller may not even be thinking of selling when he or she is approached by an individual, group or another company, and an attractive offer is made. The owner of a business may die, and the heirs have no interest in operating it. A company may bring in new management who decides to sell off a division or two; or maybe even decides that selling the entire business is in the best interests of everyone.
A major competitor may enter the market, forcing an owner to elect to sell. And the competition may not just be another company. The owner of a business may realize that an external threat is such that the company will lose a competitive advantage. New technology by a competitor may outdate the way a company produces its products. Two competitors may merge, placing new pressures on a company. The growth of franchising and big box stores can promote themselves on a much larger scale than a single business, no matter how good it is. National advertising can create the perception that a large business’s pricing, inventory or service is better than the smaller competitor, even if it isn’t.
Although these issues may not push a business owner or company management to consider selling, they are certainly causes for consideration. Unfortunately, most sellers fail to create an exit strategy until they are forced to. Professional athletes want to go out on top of their game, and business owners should do the same.
Keys to Improving the Value of Your Company
The first key is to have your accountant take a look at your accounting procedures and make recommendations on how to improve them. He or she may also help in preparing financial projections for the coming year(s). Getting your company’s financial house in order is very important in establishing the value of your firm.
The second key is to review the reputation, image, and marketing materials of your company. Certainly, the quality of your product or service is paramount, but how your firm presents itself to customers, clients, suppliers, etc. – and the outside world – is also very important. The appearance of your facilities and customer services – beginning with how people are treated on the telephone or in the waiting/reception area – are the kind of first impressions that are critical in dealing with your customers or clients. Don’t forget about the company’s Web site; in many cases, it is the initial introduction to your company. Now may also be the time to update your marketing materials. The image of a company can help create a happy workforce, improve customer service, and impress those that you deal with – all of which can increase the value.
A third key is to get rid of outdated inventory – sell off any extra assets such as unused or outmoded equipment. The proceeds can be used in the business. If there are any assets that should not be included in the value of the company, such as personal vehicles or real estate, you might want to separate them from the assets of the company. This is especially important if you are considering placing the company on the market. A prospective purchaser expects everything they see to be included in the sale. If a portrait of your grandfather is your personal property, delete it from any list of company furniture, fixtures, and equipment; and if the business is for sale, remove it entirely.
Another important key is to resolve any pending items. For example, if the company has a trademark on any of the important products, and the paperwork for registering is sitting on someone’s desk, now is the time to complete the filing. Trademarks, patents, copyrights, etc., can be very valuable, but only if they have been properly recorded and/or filed.
Contracts, agreements, leases, franchise agreements, and the like should be reviewed. If they need to be extended, take the appropriate action. A contract with a customer has value and if it is scheduled to expire soon, why not get it renewed now? The same is true for leases. Favorable leases for a long period of time can be a valuable asset. Do your key employees have employee agreements?
The key factors outlined above not only build value, but they also increase the bottom line. If you are considering selling your company at some point, these key issues will come back many-fold in the selling price. A professional business intermediary can help with other factors that can influence the value of the business.
One other hidden benefit of building the value of your company is that you never know when the Fortune 500 Company will come “knocking at your door” with an offer that you can’t refuse. At that point, it’s probably too late to work on some of the issues mentioned above.
