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What are the key motivators for people going into business
for themselves?
Before making a decision to purchase a business, a buyer should understand his
or her objectives to make sure those objectives can be met by purchasing any or
a particular business. Most relevant surveys reveal similar responses and,
interestingly, making money is not at the top of the list. Here is a list of
the typical answers, in the order of importance:
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To control my own future. |
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To work for myself. |
| >> |
To take advantage of my skills and abilities. |
| >> |
To make money. |
What are the key motivators for people going into business
for themselves?
Before making a decision to purchase a business, a buyer should understand his
or her objectives to make sure those objectives can be met by purchasing any or
a particular business. Most relevant surveys reveal similar responses and,
interestingly, making money is not at the top of the list. Here is a list of
the typical answers, in the order of importance:
| >> |
To control my own future. |
| >> |
To work for myself. |
| >> |
To take advantage of my skills and abilities. |
| >> |
To make money. |
Should I start my own business or buy an existing one?
An existing business has an historic track record (good or bad) which can be
used to evaluate the business. An existing business has usually shown there is
demand for its products or services, and it should have, among other things,
detailed financial records. Sometimes, a seller will agree to stay with the
business and help to train a new owner and sometimes a seller is willing
to provide seller financing. These are important factors because many small businesses tend to fail during the
early stage of their development. On the other hand, there can also be
disadvantages to buying an existing business. A buyer will be assuming an
established corporate culture and infrastructure which may make implementing
changes more difficult. Also buyers will generally have to pay a premium for an
existing business.
What should I be looking for in a business?
Obviously, you want to consider only those businesses that you would feel
comfortable owning and operating. "Pride of Ownership" is an important
ingredient for success. You also want to consider only those businesses that
you can afford with the cash you have available. In addition the business you
buy must be able to supply you with enough income - after making payments on it
- to pay your bills.
However, you should look at a business with an eye toward what you can do with
it - how you can improve it and make it more productive and profitable. There
is an old adage which says that you shouldn't buy a business unless you feel you
can do better than the present owner. Everyone has seen examples of a business
that needs improvement in order to thrive, and a new owner comes in and does
just that. Conversely, there are also cases where a new owner takes over a very
successful business and not soon after, it either closes or is sold. It all
depends on you!
Why is confidentiality so important to the seller?
Typically, confidentiality is very important to a seller. It can be damaging to
a business if it is known that it is for sale. Customers may not be interested
in buying from a business that is up for sale, competitors could use the
information to their advantage, and employees generally experience anxiety and
often leave.
How Are Businesses Priced?
Generally, at the outset, a prospective seller will ask the business broker
what he or she thinks the business will sell for. The business broker usually
explains that a review of the financial information will be necessary before a
price or a range of prices can be suggested for the business.
Most sellers have some idea about what they feel their business should sell for
- and this is certainly taken into consideration. However, the business broker
is familiar with market considerations and, by reviewing the financial records
of the business, can make a recommendation of what he or she feels is what the
market will dictate. A range is normally set with a low and high price. The
more cash demanded by the seller, the lower the selling price; the smaller the
cash requirements of the seller, the higher the price.
Since most business sales are seller-financed, the down payment and terms of
the sale are very important. In many cases, how the sale of the business is
structured is more important than the actual selling price of the business. Too
many buyers make the mistake of being overly-concerned about the full price
when the terms of the sale can make the difference between success and failure.
An oft-quoted anecdote may better illustrate this point: If you could buy a
business that would provide you with more net profit than you thought possible
even after subtracting the debt service to the seller, and you could purchase
this business with a very small down payment, would you really care what the
full price of the business was?
In summary, sometimes the seller's business broker will review the financial
records of the business and make a recommendation about the price. Other times,
the seller will obtain a professional valuation of the business. Sometimes, the
deal structure is more important than the financial status of a business in
determining the actual selling price. As an example, the cash to be paid and
the availability of seller financing are important determinants. All other
things being equal, typically, a greater cash requirement and/or lack of seller
financing will lead to a lower selling price.
What Does It Take To Be Successful?
Certainly, you need adequate capital to buy the business and to make the
improvements you want, along with maintaining some reserves in case things
start off slowly. You need to be willing to work hard and, in many cases, to
put in long hours. Unfortunately, many of today's buyers are not willing to do
what it takes to be successful in owning a business. A business owner has to,
as they say, be the janitor, errand boy, employee, bookkeeper and "chief bottle
washer!" Too many people think they can buy a business and then just sit behind
a desk and work on their business plans. Owners of small businesses must be
"doers."
What Happens When I Find A Business I Want To Buy?
When you find a business, the business broker will be able to answer many of
your questions immediately or will research them for you. Once you get your
preliminary questions answered, the typical next step is for the broker to
prepare an offer based on the price and terms you feel are appropriate. This
offer will generally be subject to your approval of the actual books and
records supporting the figures that have been supplied to you. The main purpose
of the offer is to see if the seller is willing to accept the price and terms
you offered.
There isn't much point in continuing if you and the seller can't get together
on price and terms. The offer is then presented to the seller who can approve
it, reject it, or counter it with his or her own offer. You, obviously, have
the decision of accepting the counter proposal from the seller or rejecting it
and going on to consider other businesses.
If you and the seller agree on the price and terms, the next step is for you to
do your "due diligence." The burden is on you - the buyer - no one else. You
may choose to bring in other outside advisors or to do it on your own - the
choice is yours. Once you have checked and approved those areas of concern, the
closing documents can be prepared, and your purchase of the business can be
successfully closed. You will now join many others who, like you, have chosen
to become self-employed!
Why Should I Go To A Business Broker?
A professional business broker can be helpful in many ways. They can provide
you with a selection of different and, in many cases, unique businesses,
including many that you would not be able to find on your own. Approximately 90
percent of those who buy businesses end up with something completely different
from the business that they first inquired about. Business brokers can offer
you a wide variety of businesses to look at and consider.
Business brokers are also an excellent source of information about small
business and the business buying process. They are familiar with the market and
can advise you about trends, pricing and what is happening locally. Your
business broker will handle all of the details of the business sale and will do
everything possible to guide you in the right direction, including, if
necessary, consulting other professionals who may be able to assist you.
Your local professional business broker is the best person to talk to about
your business needs and requirements.
Do I Need An Attorney?
It may be advisable to have an attorney review the legal documents. It is
important, however, that the attorney you hire is familiar with the business
buying process and has the time available to handle the paperwork on a timely
basis. If the attorney does not have experience in handling business sales, you
may be paying for the attorney's education. Most business brokers have lists of
attorneys who are familiar with the business buying process. An experienced
attorney can be of real assistance in making sure that all of the details are
handled properly. Business brokers are not qualified to give legal advice.
Keep in mind the fact that many attorneys are not qualified to give
business advice. Your attorney will be, and should be, looking after your
interests; however, you need to remember that the seller's interests must also
be considered. If the attorney goes too far in trying to protect your
interests, the seller's attorney will instruct his or her client not to
proceed. The transaction must be fair for all parties. The attorney works for
you, and you must have a say in how everything is done.
If you know someone who has owned their own business for a period of time, he
or she may also be a valuable resource in answering your questions about how
small business really works.
You have to make the final decision that "leap of faith" between looking and
actually being in business is a decision that only you can make for yourself.
What is due diligence?
Due diligence is a systematic process for acquiring and analyzing information
to help a buyer or seller to determine whether or not to proceed with a
proposed business transaction. The information obtained relates to all aspects
of the business to be purchased. Due diligence should include both quantitative
information, such as sales and other financial data, and qualitative
information, such as an assessment of the existing management, internal
systems, existing licenses, location and other matters. Sometimes the
information to be reviewed can be quite technical or industry specific. It is
important that the person doing due diligence have a complete understanding of
the information being reviewed.
During the due diligence process, what are some significant
warning signals, and what should I do about them?
The seller has:
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Imposed an unrealistic time frame for the
transaction. |
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Withheld key information. |
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Limited access to information and people. |
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Provided unclear or biased reasons for selling. |
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Presented information that is significantly
misleading or false. |
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Displayed a lack of commitment to remain after the
sale. |
If these signals are present you should:
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View them as real warnings of increased risk to
the transaction. |
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Increase the amount and extent of due diligence
procedures to ensure a realistic assessment of the business. |
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Determine whether to invest more time
investigating the opportunity or to simply pass on the deal. |
What are the main reasons for the failure of a business after
it's bought?
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The price paid was significantly over market
value. |
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The due diligence procedures were not adequate. |
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A previously dependent asset was unable to
function/survive without support (i.e. sales to related parties or below market
debt). |
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A change in business environment created
unexpected problems. |
How much cash do I need in order to purchase a business?
In most cases, a portion of the total consideration paid for a business is paid
in some sort of deferred payment - whether in the form of a seller note or
payments contingent on the performance of the business. Third party lenders are
also available to make acquisition loans. Therefore, a cash investment of 1/3
to 1/2 of the purchase price may be sufficient to complete a transaction,
depending upon the financability of the transaction.
Where can I obtain financing to help me buy a business?
There are a variety of sources available for purchase financing. These range
from a typical commercial lending source to asset-based lenders and seller
financing. The availability of outside financing will depend upon the asset
base of the business, its operating history, collateral availability and
projected cash flow - the same issues considered in all business lending.
Seller financing is also an option. In this case, the seller of the business
takes back a promissory note for part of the value of the company. Seller
financing may be a good indication of the seller's faith in the continuing
operations of the business. The SBA is a helpful resources when trying to
determine what type of financing is available.
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