Exit planning for restaurant owners is a process that should start before a restaurant has opened. The harsh reality of restaurant ownership is 80% close within five years. If you are going into the restaurant industry knowing that it will be time to exit within five years, why not plan in advance?
EATS Restaurant Brokers finds that restaurant owners’ lack of exit planning can create liabilities when selling a restaurant.
Dallas Restaurant Broker Dominique Maddox says, “exit planning for restaurant owners should start once a restaurant is open. The common mistake is that restaurant owners fail to plan an exit until they have to sell a restaurant. An exit strategy should allow the restaurant owner to sell a restaurant with limited liabilities”.
EATS Restaurant Brokers-Exit Planning MUSTS:
- Books and Records-keep clean, excellent, and organized books and records. The restaurant buyers in today’s market are educated and can analyze a restaurant owner’s numbers and expenses for red flags. The best way to sell a restaurant is to have clean tax returns; restaurant owners will have to pay taxes on reported gains.
Restaurants that don’t count cash payments, pay employees under the table, or don’t report most sales on tax returns to save on taxes will sell for less on the open buyer market.
EATS Restaurant Brokers Tip: Before listing a restaurant for sale, check to confirm current sales tax filings.
- Build-out expenses– The initial cost for a restaurant build-out can range from $50,000-$1,000,000for a restaurant space ranging in space between 1000-7000 sq. ft. Potential restaurant owners should analyze if it’s wiser to find a second-generation restaurant space to convert to their concept or build out a white box location.
A restaurant has previously occupied a second-generation restaurant space. In a white box location, the restaurant owner is installing everything needed to open a restaurant. The restaurant space has plumbing, electrical, refrigeration, and initial build-out done.
The person that benefits the most from a restaurant owner building out a first-generation restaurant space is the landlord.
Example: Restaurateur pays $300,000 in build-out expenses before opening the doors to a new restaurant. The restaurant owner estimates the restaurant should make a profit of $50,000 per year. The restaurant owner has to wait six years to get the build-out cost expenses back $300,000/50,000= six years!
EATS Restaurant Brokers Tip: Don’t go BROKE on the build-out.
- Restaurant’s Transferability- All restaurants for sale are not good listings because they lack transferability.
Ex.1 A chef-driven restaurant for sale depends on the performance of the chef. If an owner/operator is also the cook, these types of restaurants are difficult to sell. Most restaurant buyers are not looking at buying a restaurant to be a chef; they want a skilled chef in place.
Ex.2 Some restaurants for sale, the landlord, owns the equipment. Restauranteurs that lease restaurants that come fully equipped only own the business and goodwill; they have limited assets to sell.
This type of arrangement can make it difficult for a restaurant owner to sell in the future. Asset purchase agreements between buyers and sellers have the restaurant equipment being sold listed on the contract.
EATS Restaurant Brokers Tip: Before listing a restaurant for sale, check for UCC liens on equipment or business.
EATS Restaurant Brokers biggest take-aways from this blog are listed below:
- Good Books and Records help restaurants sell for the highest and best price
- Don’t go broke on the build-out expenses and have to wait 3-10 years trying to get the initial investment back.
- Make sure to have a restaurant/system that can transfer to a new restaurant owner.
- Own the equipment in the restaurant
To learn more about EATS Restaurant Brokers consulting services or receive a complimentary restaurant valuation, contact Texas Restaurant Broker Dominique Maddox at 404-993-4448 or by email at email@example.com. Visit our website at www.EATSbrokers.com.Read More
What should you know about a Commercial Lease Assignment before signing the lease? The lease assignment can be short and brief, but it has a tremendous impact on the capability of a restaurant owner selling a restaurant in the future.
When buying or selling a restaurant, it is essential to evaluate the strength or weakness of a commercial lease assignment language.
A restaurant owner that wants to sell a restaurant can easily be stopped by the language in their lease that covers the possibility of a lease assignment to a new tenant.
What should you know if you are negotiating a lease assignment language for a commercial lease? This blog presents a brief breakdown of some of the key points involved in a lease assignment.
When a tenant’s lease interest is assigned to a new tenant/buyer, this is called a lease assignment. The current tenant has already agreed to terms with the landlord; once the new tenant signs the lease assignment, they are now responsible for the lease terms. The landlord’s standard practice is to keep the previous tenant on the lease as a guarantor and add the new tenant.
Most negotiated leases will contain a provision requiring that landlord’s consent to an assignment is necessary, but such approval will not be unreasonably withheld. The tenant will likely also try to include the landlord’s obligation to not unreasonably delay or condition its consent, according to Attorney John G. Kelly.
Dallas Restaurant Broker Dominique Maddox says, “Selling a restaurant has multiple tasks/assignments that have to be completed before restaurant ownership is transferred. Practically every commercial lease will have detailed requirements for the assignment process.
Landlord approval for a lease assignment is a critical part of the selling process. The majority of restaurant owners are clueless about the provisions in their lease for a lease assignment”.
EATS Restaurant Brokers list language to know in a commercial lease regarding a lease assignment
This fee is payable to the landlord before a tenant can transfer the rights to a commercial lease. The amount is usually not negotiated between landlord and tenant, most leases landlord input whatever number they want.
The assignment fees usually range from $0-$10,000 (listings for sale under $2 million); it really depends on the landlord and the language in the lease. The lease assignment fee majority of the time, is paid by the seller.
EATS Restaurant Brokers tip: Read the lease before signing and know how much the assignment fee will cost you.
Landlords have several different qualifying metrics a tenant should pass before getting approved for a lease. The lease assignment language should not be as strict as the current lease for a new tenant because the business is up and running, usually generating sales.
Depending on the landlord, EATS Restaurant Brokers has seen lease assignments that automatically approve a new tenant if they keep the lease space the same franchise brand. But also seen lease assignment language where the new tenant has to have as much or more liquid assets as the previous tenant. This can be an unreasonable requirement if the first tenant is financially well off when signing the original lease.
The renewal option gives a tenant the right to extend a commercial lease expiring in the future. Lease options are usually extended by 3 years, 5 years, or 10 years.
Renewal options should have specific language on the conditions required for a tenant to extend an expiring lease. Many leases need a tenant to give 90-180 days’ written notice to confirm if the tenant plans to extend the lease.
Restaurant owners who are trying to sell a restaurant and lease are about to expire might think they will just have the new buyer sign the tenant.
If the window to provide a landlord with a written notice has expired, the landlord has the right to refuse to agree to a lease assignment.
EATS Restaurant Brokers Tip: The restaurant owner should know how far in advance written notice to extend the lease is required to the landlord.
For more information on the restaurant market and other available consulting services or restaurant valuations, contact Dominique Maddox at 404-993-4448 or by email at firstname.lastname@example.org. Visit our website at www.EATSbrokers.comRead More
Restaurant Resales are HOT regarding buyer’s demand as restaurant sale prices jump 34% in 2021 compared to 2020. BizBuySell’s Insight Report just released its report for Quarter 2 of 2021. Restaurant resale numbers are showing very promising growth and buyer interest. Restaurant resales headline growth as the buyer market seeks reopening opportunities.
Now with restrictions lifted across most industries, buyers are turning to restaurant acquisitions. Restaurants, specifically, was a sector that was drastically affected by the shutdown is coming back strong. While transactions are up 38% over the same time last year at the height of pandemic lockdowns, they are still 16% below Q2 2019 pre-pandemic levels leaving further room for recovery, according to BizBuySell Insight Report.
The restaurant for sale sector sees growth, with restaurant acquisitions up 17% in the second quarter of 2021. In addition to the bounce back in transactions, sale prices increased 34% versus Q1, tied to a 20% increase in median cash flow, according to BizBuySell Insight Report.
Dominique Maddox of EATS Restaurant Brokers says, “Labor Shortage, former employees seeking independence, and restaurant owners seeking retirement are increasing the number of restaurant acquisitions on the market.”
Restaurant Sellers and Restaurant Brokers will be happy to know that restaurants for sale during quarter two of 2021 had 190 median days on the market compared to 219 days quarter two of 2019. This data shows that restaurants are popular when it comes to buyer demand.
Dine-in establishments are expected to increase in market value as restaurant restrictions are lifted in most states. They are at the same time experiencing pressure for the labor shortage. A majority of restaurants have made tough decisions that have included reducing operating hours, closing for days, or going out of business.
The business-for-sale market continued to make gains in the second quarter of 2021, with closed transactions up 5% over the previous quarter. For bargain hunters, this may signal a closing window of the great opportunities made available a year ago, according to BizBuySell’s Insight Report.
For more information on the restaurant market and other available consulting services or a complimentary restaurant valuation, contact Dominique Maddox at 404-993-4448 or by email at email@example.com. Visit our website at www.EATSbrokers.com.Read More
How to validate a For Sale by Owner sales numbers can be a challenge for buyers. A For Sale by Owner listing is a person that decided instead of hiring a Restaurant Broker; chose to represent themselves.
People decide to represent themselves as a For Sale by Owner for several reasons: they don’t want to pay a commission, think the restaurant sales process is simple, and lastly, the clueless restaurant owner that educates themselves on Google.
EATS Restaurant Brokers provides 3 Ways to validate For Sale by Owner sales numbers:
1st-Request a copy of Sales Tax Filings–This represents the gross sales amount the restaurant owner reported to the state government. Restaurant owners who keep accurate books and records pay the correct amount owed for sales tax.
Independent-owned restaurants have many restaurant owners who do not report the correct amount of gross sales to reduce their sales tax bill. Restaurant buyers should only look at the amount reported to State Government.
Sales Tax filings amount can fluctuate from state to state. The statewide sales tax rate is 4% in Georgia, but local rates typically vary from 7-8% (4% for state, plus an additional 3 or 4% for local).
2nd-Request a copy of Tax Returns filed with the IRS, confirm tax returns are the correct ones reported to state government. Tax Returns provide vital information regarding the Gross sales and net profit of a restaurant.
Dominique Maddox, a Restaurant Broker for EATS Restaurant Brokers, says, “I would recommend requesting a Request for Transcript of Tax Return(Form 4506-T) form. Filing this documentation allows the buyer or bank to request tax returns directly from the IRS.
I have experienced instances were the tax returns provided to the buyer did not match the tax returns the IRS had on file”.
3rd-Request a copy of the POS Sales report– The POS Sales report can help buyers understand and simplify the restaurant sales breakdown.
4th- Count the number of customers during peak hours– This is the least recommended method for confirming a For Sale by Owner’s financial numbers. Some buyers like to visit and sit around for a while to monitor the customer traffic count and buying habits.
EATS Restaurant Brokers Tips when buying a restaurant from a For Sale by Owner:
- Inspect the equipment during the due diligence period. Confirm that the restaurant owner owns the equipment and is not leasing it or the landlord owns it.
- Make sure the closing attorney does a UCC lien search days before the closing.
- Ask Restaurant Seller to provide a Sales Tax Clearance Letter before closing.
For more information on the restaurant market and other available consulting services or a complimentary restaurant valuation, contact Dominique Maddox at 404-993-4448 or by email at firstname.lastname@example.org. Visit our website at www.EATSbrokers.com.
What is essential for underwriting SBA loans, and how to qualify for a SBA loan? EATS Restaurant Brokers receive this question often when talking with restaurant buyers.
Qualifying for SBA loans has multiple vital factors to consider; we will cover the critical points in this blog.
The process to qualify for SBA loans has changed and evolved since the pandemic began. In today’s post-Covid environment, securing financing for RV parks and campgrounds is more easily approved, while fitness centers and restaurants are challenging.
When providing restaurant valuations for restaurant owners, EATS Restaurant Brokers always let them know, based on their financials, if the restaurant will get approved for SBA lending. Dealing with the buyers to get qualified for lending is a much different story.
Dominique Maddox, a Restaurant Resale Specialist, states, “selling franchise restaurants with SBA loans today has far less failure rate than independently owned restaurants. Established franchise restaurant brands give buyers better odds to qualify for bank lending.
Franchise Restaurants for sale have systems, brand awareness, training, Financial Disclosure Document (FDD), and they are proven to have success”.
Selling a restaurant? Here are the 5 Key Factors for Buyers to get qualified for SBA lending:
Underwriters are always curious about a buyer’s background. They want to know about the previous work experience and education that could help a buyer be successful. Previous or current ownership and management experience is a huge plus.
If a buyer does not have restaurant experience, then underwriters will consider what current or previous experience they have to help them be successful? The buyer might have a background in sales, marketing, management that can be very useful in their new role.
2. Credit Score and Debt-to-Income ratio
To be safe, a restaurant buyer should have a credit score of over 700. Yes, lower credit scores get approved, but sometimes the lender will ask for additional supporting documentation.
A debt-to-income ratio is derived by dividing the monthly debt payments by the monthly gross income. The ratio is expressed as a percentage, and lenders use it to determine how well a borrower manages monthly debts — and if a borrower can afford to repay a loan.
3. Skin in the Game
Today’s lender will ask for a range from 10%-30% down depending on the borrower and situation. Bank wants to make sure the borrower has skin in the game. EATS Restaurant Brokers recommends that buyers have at least 20% down or do not consider lending.
In some cases, the SBA lender will require the seller to carry a seller financing note up to 10%, so everyone has skin in the game, and the buyers have to bring less to the closing table.
Besides money down, the SBA lenders want some collateral attached to the loan. Collateral will not always be requested for loans under $350,000. Collateral can be described as something pledged as security for repayment of a loan, to be forfeited in a default.
Disclaimer-if a borrower has a house that is free and clear of payments and wants a loan, typically, the bank will use the personal home as collateral.
For more information on the restaurant market and other available consulting services or a complimentary restaurant valuation, contact Dominique Maddox at 404-993-4448 or by email at email@example.com. Visit our website at www.EATSbrokers.comRead More
Dominique Maddox, Founder and President of EATS Restaurant Brokers has earned the CFE (Certified Franchise Executive) designation from the Institute of Certified Franchise Executives™ (ICFE). Dominique will graduate as a member of the class of 2021 at which time he will receive his CFE pin
Participants in the Certified Franchise Executive (CFE) program complete several course offerings in franchise management, leadership, and small business to gain insights into franchise strategy and operations. The mission of the Institute of Certified Franchise Executives (ICFE) is to enhance the professionalism of franchising by certifying the highest standards of quality training and education.
Dominique Maddox of EATS Restaurant Brokers says, “ I started this process in 2018 to get the CFE designation but money requirements and time did not allow me to make progress fast. I decided to recommit myself in March 2020 to finish the program and become one of the few Restaurant Brokers in the nation with a CFE designation.
The designation required 3500 credit hours which included online courses, classroom study, attendance requirements, and testing. I now can put the CFE behind my name, which gives me instant credibility in the Franchise Industry because it is comparable to having a master’s degree in Franchising”.
The Benefits of the Certified Franchise Executive Program are focused on the recognition and professional standing in the franchising community. The CFE designation is highly regarded and a symbol of continuance learning, years of experience, and a desire to grow in the franchise segment.
As a Business Broker focused on Restaurant Franchise Resales, Dominique plans to use his Certified Franchise Executive (CFE) designation to help franchise brands, multi-unit owners, and single-unit owners thru the resale process. Dominique is a Restaurant Resale Specialists that can guide customers thru the complex process of buying or selling a restaurant.
Thinking about selling a franchise restaurant contact EATS Restaurant Brokers. For more information on the restaurant market and other available consulting services or restaurant valuations, contact Dominique Maddox at 404-993-4448 or by email at firstname.lastname@example.org. Visit our website at www.EATSbrokers.comRead More
Every restaurant owner wants to know, how can I sell my restaurant fast? The art of selling a restaurant is different than selling a residential home. The element they have in common is both a restaurant and a home need preparation before hitting the market for sale.
When selling a home, you can usually expect an offer within 1-3 months before owners start to panic. The average time to sell a restaurant is 6-8 months. Restaurant Brokerage Firms will usually ask for a 6-10-month listing agreement, some companies will require a 12-month listing agreement.
Dominique Maddox an Atlanta Restaurant Broker and Founder of EATS Restaurant Brokers says, “ restaurants with good books and records, goodwill, and location sell the fastest. The best sellers to work with are the ones that prepared their restaurant to sell for the highest and best price.”
EATS Restaurant Brokers provides a checklist of the items to be prepared and available before listing restaurant for sale:
List of fixtures and equipment – only items owned by the seller. Fixtures belong to the landlord. Broken equipment should be repaired before listing for sale. Restaurant equipment that does not work should be removed from the building.
Three years of profit and loss statements– is one of the financial statements of a company and shows the company’s revenues and expenses during a particular period. Once a buyer has signed a non-disclosure and qualified financially, they want to see the financials for the restaurant.
Time kills deals and buyer enthusiasm towards buying a restaurant. One of the biggest mistakes a seller can do is list a restaurant for sale and not have financials available for buyer review.
Three years of Federal Income Tax Returns for the restaurant- the tax returns should be the same ones filed with the IRS. Banks will request a Form 4506-T, Request for Transcript of Tax Return before approving a buyer for a bank loan.
The original lease and lease-related documents- besides financing the lease can be one of the most complicated parts of selling or buying a restaurant. Some restaurant owners have never reviewed the language in the lease they signed.
It is important to have a copy of the original lease and other docs associated with the lease, available for buyer review.
A copy of the franchise disclosure document (FDD), if applicable- A franchise disclosure document is a legal document that is presented to prospective buyers of franchises in the pre-sale disclosure process in the United States.
Restaurants can sell quickly but the real fact is that restaurants will take 6-8 months to sell. To improve the odds of selling a restaurant quickly, restaurant owners should treat the restaurant like a home. Prepare the restaurant for the market, collect and gather all docs before hitting the market. Once you do find a ready, able, and willing buyer, all the docs needed for closing are available to share.
For more information on the restaurant market and other available consulting services or restaurant valuations, contact Dominique Maddox at 404-993-4448 or by email at email@example.com. Visit our website at www.EATSbrokers.com
The million-dollar question for buyers should be,” what are the benefits of buying an existing restaurant”? The Restaurant Industry has a high failure rate, around 60 percent of new restaurants fail within the first year. And nearly 80 percent shutter before their fifth anniversary according to CNBC.com
Knowing these tremendous odds of failure, there are precautions prospective restaurant owners can take to help their odds of being successful. The biggest precaution is to limit your exposure to unknown expenses. How do you accomplish this task? The answer is to buy an existing restaurant for sale or 2nd generation restaurant lease space.
Dominique Maddox of EATS Restaurant Brokers says, “ I have a countless number of horror stories of new restaurant owners going broke on the build-out of restaurant space. I recommend to my buyers to look for an established restaurant to keep or convert to a new concept. I have seen restaurant owners spend over $500,000 on a build-out and sell a year later for less than $100,000.”
1. Established an Open– Why wait to open a restaurant when you can buy one and be open the same day of the closing day? When you buy an established restaurant that has been open for a significant amount of time, it comes with an established customer base and goodwill.
Why wait to build up Google Reviews when you can buy a location with great reviews and an online reputation. Some restaurants come with professional websites, great social media following, and email customer marketing lists.
To a restaurant owner the sound of the POS sales system taking orders, delivery orders coming in, and pick up orders on the 1st day of ownership is a priceless feeling.
- Staff- One of the hardest tasks for new owners is to recruit, hire, and train staff members. Established restaurants usually come with a trained employee workforce, these individuals are trained on the basic skills that are necessary for performing their roles. Inheriting experienced employees can be a valuable asset.
- Existing Business Relationships– The current owner has established relationships with food vendors, suppliers, printers, insurance companies, service companies for restaurants, and banks. Some of these relationships can easily be transferred at the time of closing.
- Price and Expenses– The current seller usually has everything in place for a new buyer to take over the operations. When purchasing an established business, the buyer knows exactly what he or she is getting for the price. The buyer in most cases can review the seller’s profit and loss statements and learn from the seller’s success and failures with expense control.
- Furniture and Fixtures– One of the biggest misconceptions for restaurant owners is that they own everything in the building. Restaurant owners can spend hundreds of thousands of dollars to install a grease trap, hood system, walk-in coolers, walk-in freezers, and sinks. Only to find out once they are ready to sell all the leasehold improvements belong to the landlord (read your lease). Building a new restaurant requires you to convert an existing space into a restaurant.
Why go thru the troubles and heartburn of a build-out when you can buy an existing restaurant, that is fully equipped with restaurant equipment for pennies on the dollar.
For more information on the restaurant market and other available consulting services or restaurant valuations, contact Dominique Maddox at 404-993-4448 or by email at firstname.lastname@example.org. Visit our website at www.EATSbrokers.com
Did you know the statement “proof of funds” is not in the Merriam Webster dictionary? This information is interesting because the words, “proof of funds” are used daily in the Business Brokerage world.
Proof of Funds (POF) demonstrates how much money a person or entity has available in liquid assets. When purchasing a restaurant, you may need documentation showing your Proof of Funds to show the Seller or Listing Broker that you can cover the purchase costs of the restaurant transaction.
Dominique Maddox–Restaurant Broker and Founder of EATS Restaurant Brokers says, “I have experienced some serious heartburn from deals that I did not require a buyer’s proof of funds upfront. Restaurant Listings that are franchises with financial requirements, high-income listings, and SBA approved deals, I will require proof of funds before providing seller’s financials”.
A good Restaurant Broker will pre-approve buyers before sending the seller’s sensitive financial information to buyers for review. EATS Restaurant Brokers usually requires proof of funds in the form of a bank statement, 401 K statement, or letter from Bank. Once we have received the buyer’s financial information, we will send the restaurant name and profit and loss statements for review.
Proof of Funds should have the following information:
- Name of the account holder
- The balance of funds
- Date- needs to be within 3 months
- Letter from the bank-requires banker’s contact information
- Account Number is not needed
Proof of Funds not accepted
- Personal Financial Statement
- Copy of partner’s financials-if not involved in the deal
- Copy of mother’s or father’s 401K statement, but they are not part of the deal
- Copy of bank statement with balance amount blacked out
- Copy of a company’s Profit and Loss statement
- A verbal statement- I have more than enough to buy this business
- A verbal statement-I’m not showing my proof of funds until I see the restaurant’s financials
- A bank statement below the required liquid asset requirement
EATS Restaurant Brokers works with two different types of buyers. 1st the buyer that is willing to send proof of funds, and 2nd the buyer that doesn’t want to show proof of funds. Whom do you think a Restaurant Broker would prefer to work with and will respond to faster?
Some buyers feel entitled to view the seller’s financial information just because the restaurant is for sale. Imagine a buyer requesting a personal viewing for a home but doesn’t want to show their personal financial information.
EATS Restaurant Brokers advice to any buyers looking to purchase a restaurant have your proof of funds ready to show. Restaurant Brokers are looking for RAW(ready, able, and willing) buyers to convert into a closed transaction. Restaurant Brokerage is a 100% commission sales job, the buyers that are serious and ready to show proof of funds get the best customer service.
It’s a golden opportunity for buyers to buy a restaurant in today’s market. BizBuySell.com states website traffic has increased with Buyers and Sellers activity. Customer traffic on the internet’s largest Business for sale site now exceeds pre-Covid-19 levels. Traffic to the website was up 19% May 2020 compared to May 2019.
Yelp recently updated its Local Economic Impact Report to provide in-depth information on the brick-and-mortar business sectors across the nation. Yelp states in March, Restaurants had the highest number of business closures, compared to other industries, and have continued to close at high rates.
53% of restaurant closures are indicated as permanent on Yelp.
What do high restaurant closures and increased seller activity on BizBuySell.com mean? It’s a great time to buy a restaurant!
EATS Restaurant Brokers Four Reasons Why it’s a great time to buy a Restaurant?
- Cares Act SBA Loan Program
As part of the coronavirus debt relief efforts, the SBA will pay 6 months of principal, interest, and any associated fees that borrowers owe for all current 7(a), 504, and Microloans in regular servicing status as well as new 7(a), 504, and Microloans disbursed prior to September 27, 2020.
This is a great opportunity to get six months of free financing for their business. For loans made after March 27, 2020, and fully disbursed prior to September 27, 2020, SBA will begin making payments with the first payment due on the loan and will make six monthly payments.
- Second Generation Restaurant space available.
The high amount of restaurant closures is an opportunity for another restauranteur. Prime real estate spaces are coming available due to restaurants not reopening. This is a golden opportunity for buyers to get a second-generation restaurant space in prime retail areas.
- Businesses with Growth Potential
Many businesses are well-positioned for a post-Covid-19 economy. Take Out and Delivery are in high demand from online ordering and increased digital exposure. Quick Service Franchises such as Wing Stop, Papa John’s, and Domino’s have seen business skyrocket since March when the Covid-19 outbreak happen.
The forced closures across the US have increased buyer’s ordering online. Restaurants that were in position with online ordering platforms are going strong.
- Exiting Business Owners
Many baby boomers may choose to sell or close rather than persevere through Covid-19 new guidelines for re-opening. Baby Boomers that are close to retirement are viewing the opening of the economy and increased buyer demand as the time to sell.