Buyers

Things a buyer should know 

We are advocates of finding a business that you like and feel comfortable managing.  You, like every other prospective buyer, have a vision of being your own boss and calling your own shots.  An old saying in the real estate industry is … “The three most important things a buyer should look for are location, location & location.”  While location is important to a business buyer, be aware that track record and management round out the three components of a successful business.  Let us assume that you find a business that you like and its location is fine.  But because of poor management, the business may not show the greatest record of accomplishment.  Purchased for the right price and terms, this business could become more successful with proper management making it a good way to achieve your vision of being in business for yourself.  Finally, be aware that many businesses sell for much less than they are originally listed… sometimes-even 50% less.  So, if it is a business that you like, do not be afraid to make what you consider to be a low offer.  

The Process 

The process of buying a business is as follows:

¨ Evaluate the basic information on alternative businesses that sound interesting to you.
  
¨ Visit the business (if possible) without announcing yourself as a buyer (incognito) to get a “feel” for the business.
  
¨ Meet with the Seller, asking from general to probing questions on anything and everything, except actual price negotiations.  
  
¨ Do your preliminary evaluation, based on the information provided by the seller to the broker and you.  
  
¨ Make an offer, assuming that all of the information you have been provided is correct, but include contingencies, which allow you to confirm such information.  We will show you how to write an offer to protect you as the buyer.  
  
¨ Once a sales price is agreed upon, make a closer investigation of the business, confirming to your satisfaction the validity of your offer.  
  
¨ Have documents prepared for the closing.  You may agree with the seller to share the cost of a closing attorney.  This lawyer will not argue the position for either party, but drafts all necessary legal documents to comply with the agreement a buyer and seller have reached.  
  
¨ Close the purchase, and begin your first day as the owner of your own business. The seller will assist in an orderly transition because most of his money is coming from your success.
   
¨  You are part of the American Dream – You and your family own your own business!  

"What we can do for you..."

Security
A big advantage in buying an ongoing business is that you as the new owner have an immediate cash flow and an established customer base.  You do not have to build a business; you simply take over an existing successful business with the present owner’s assistance.

Financing
We assist you in obtaining financing.  Banks are reluctant to finance business purchases for several reasons.  One, all small businesses attempt to minimize profits shown on financial statements to reduce tax liability.  Also, a bank cannot come in to manage a business if foreclosure becomes necessary.  Therefore, over ninety percent of business purchases are financed by the owner himself, which demonstrates his confidence in the business. If you plan to pursue bank financing be prepared with the following list.

Typical information required for a Business Loan Application

New Business Ventures:

1.      Complete business plan including the following:

-         Management

-         Target Market

-         Sales / Service area

-         Competition

-         Marketing plan

-         Financial projections

                                                                           i.      Opening day balance sheet

                                                                         ii.      Underlying assumptions used in projections

2.      Amount of Loan requested

3.      Purpose and use of loan proceeds

-         Working capital for start-ups is typically 3 months of expenses

4.      Summary of collateral

5.      Proposed capital injection

-         Typically 20-25% owner capital is required

6.      Resumé information for all owners and managers

7.      Personal financial statement and 3 years personal tax returns for all guarantors

-         Typically owners of 20% or more of company will personally guaranty debt

8.      Details on any real estate leases

9.      Business accountant and phone number

10.    Business attorney and phone number

11.    Contractor construction cost estimates when applicable

-         Get firm construction bids.  Cost overruns are a big problem.

12.    Copy of invoices for machinery and equipment to be acquired when applicable

13.    Copy of franchise agreement if business is a franchise

If purchasing an existing business, include the following along with the above:

1.      Copy of purchase agreement

2.      3 years of financial statements and tax returns on business being acquired

3.      Understanding of existing customer base and concentrations of customers 

-         Accounts receivable and accounts payable

4.      Complete list of debts including required payments, interest rates, maturity dates, amortizations and collateral pledged.

5.      Complete list of capital and operating lease obligations

6.      Describe any legal proceedings or pending lawsuits against you or your business

Confidentiality
Unlike the sale of real estate or franchises, the sale of an ongoing business is very confidential for both the seller and the prospective buyer.  All inquiries are held in strict confidence.  Meetings are confidential, and we are available after hours and on weekends.

Top 10 Tips for Buying the Right Business Right

1. Buy a business you like.  Although profitability is important, you will risk making a terrible mistake if you do not buy a business that you like.  Often, people who buy hastily without considering personal satisfaction later sell their businesses at a loss.  Will you be proud to own the business?  If you are not sure, do not buy that type of business.
2. Be flexible.  We advise clients to be open to all sorts of businesses.  Do not lock your self into a McDonald’s or a Mailboxes, etc.  Who knows, you may surprise yourself by taking a liking t a Blimpie or Signs Now franchise.  If you lock into only one type of business, it will take you much longer to find a business to buy.  Examine the following categories: retail; service; manufacturing; distribution; restaurant; lounge; coin-operated business.  First, decide if there are any categories that you do not want to be in, then focus on the remaining categories.
3. Do not expect much financial info.  Do not expect “traditional” financial information from the owner of a privately owned business.  The only accounting required of a privately owned business is filing tax returns, which are prepared to report the lowest possible tax liability.  There are other ways to verify cash flow later.
4. Consider chemistry.  This may seem like an unusual recommendation, but we tell clients to forget about buying a business if they do not like the current owner.  The buying process is a long and somewhat complicated one -- it is imperative that the buyer and seller work through it together.
5. Go with owner financing.  The owner of the business should finance the purchase.  In most cases, this is the sole source of financing available to buyers of an existing business.  With owner financing, you can feel secure in believing the owner’s representations as to income and expenses, and you have a remedy if there are any problems after closing.  It also gives you a “silent partner” with a personal stake in you success.
6. Do not pay cash.  You may not want a loan over your head, but do not pay all cash for a business – even if you have it.  You should keep a stash on hand for emergencies and business improvements.  If you insist on paying all cash, at least place some of the purchase price in escrow for a period of time to protect yourself from any problems that may surface after the closing.
7. Make an offer before you have seen all of the financial and other business records of the business.  It is simply not possible to know everything about a business before you make the initial offer.  The offer does not commit you to the business, but it does let the seller know you are serious.
8. Stay calm.  Buying a business can be like dating.  You’ve got so many emotions going    – do you like the business, does the owner like you, is this feasible, what does my family think, etc. – that you’re bound to get a little flustered.  Keep your wits about you; you will need them.  Remain calm, and negotiate your offer with quite reflection and reasoned discussions.  As you go through negotiations, always use this simple formula: Cash Flow Available minus Annual Payments to Owner = $$$ for you and your family.  If at any time during the negotiations this formula does not result in enough money for you and your family, stop.
9. Investigate the business.  Once the owner has accepted your offer, the real work begins.  Verify cash flow and identify any hidden problems.  If you see red flags in either of these areas, change or terminate your offer.  There should be stipulations in your offer that allow for this.
10. Close quickly.  Once the deal is made, try to close as quickly as possible.  You do not want owner to have second thoughts or news of the sale to leak out to employees, suppliers and clients. 

THE 90% RULE:  FACTS ABOUT BUYERS

Advantages of Buying an Existing Business

    
Advantages of Buying A Franchise

Note:  Remember ultimately the success or failure of the business is the owner’s responsibility, and there is no “Right” business, so buyers must be flexible.