Eleven Steps in Buying a Business

Purchasing an established business can be a daunting and complicated process for many individuals. Understanding the steps involved in the acquisition and doing the necessary planning and preparation will enable the buyer to increase their chances for a successful transaction. Following an established and proven process will not only reduce the stress that often comes with chartering new territory but also eliminate many of the risks and unknowns that often derail a business acquisition.

  1. PERSONAL ASSESSMENT

The first step in buying a business starts with introspection. This process should be a thoughtful and honest examination of the candidates’ strengths and weaknesses, skill set, as well as their likes and dislikes. This analysis will assist in narrowing the selection for the logical and best choice of business enterprise to pursue.

What talents, skills, and experience do you bring to the table and what are the types of businesses that can excel with these attributes behind the helm. Here are a number of questions that the introspection phase should involve:

  1. What type of business do you want to operate? Is it one where you are the owner/manager or do you prefer to have a management team in place?
  2. What hours are you available to dedicate to the business? Obviously, owning a small business will never be a 9 to 5 endeavor. Having said that, it will be important to determine the time available to manage the business. Do you prefer a B2B business that operates M-F 8-6pm or are you more flexible and would consider a consumer oriented business that is open late or often over the weekends?
  3. Are you successful at sales, meeting with clients, and being the face of the business or are you better suited to a managerial role and running the business from behind the scenes with an established sales force in place?
  4. Are you able to travel and be away from home for several days or do you require a business that keeps you close to the family each day of the week?
  5. Do you have a background and expertise in the manufacturing of products or is it the service industry or distribution model that is more your forte?
  6. Do you have any licenses or certifications that qualify you for a certain business? If not, are you prepared to obtain the necessary credentials required for successful ownership if the targeted business requires such certifications?
  7. What are the things that you really enjoy doing? What are the things that you prefer not to do? The best advice is to start considering businesses in industries that the buyer is passionate about.

These are a few of the questions that will help an individual assess the types of businesses that they are best suited for and assist in narrowing the range of enterprises where the buyers skill set, experience, capabilities and passions can be leveraged.

  1. DEVELOP INVESTMENT CRITERIA

Now that you have established the type of business that is a ‘good fit’ the next step is to put pen to paper and concisely define your investment criteria. If you will be seeking bank financing it will be important that the investment criteria match your resume or the transferrable skills that you are bringing to the table. The investment criteria will state the following:

  1. What is the price range of the business that you can afford to buy?
  2. What is the geographic location for the business you seek to buy?
  3. What type of business are you looking for?
    • Manufacturing
    • Wholesale/Distribution
    • Service
    • Retail
    • Web-based
  4. What industry should the business be in?
  5. Management structure (owner managed or management team in place)?
  6. Size of business. In terms of:
    • Revenues
    • Profits/Earnings
    • Number of employees
    • Number of locations
  7. Recurring revenue model vs. project based
  8. LENDER PREQUALIFICATION

If you plan to use bank financing to acquire a business it is important that you obtain a prequalification before your search process. Not only will this the ‘prequal’ provide you with the data as to how large of a business you qualify to purchase but it will also demonstrate to the business broker and seller that you are a serious buyer. If you are serious about buying a business and will need to obtain financing, receiving a bank prequalification is a required step at some point in time. Therefore, what would be the reason for procrastinating and not having this in place at the outset? There is zero downside and only considerable benefits. Contact your business broker as they will be able to recommend a financial institution that does business acquisition lending for the type of business you are interested in purchasing. This is an area where having the right lender is critical.

  1. BUSINESS SEARCH (Individual or Retained)

What is the process that you are following to locate and qualify businesses for purchase? Will you be conducting the search on your own or will you utilize the services of a professional business intermediary or broker. There are literally thousands of business for sale at any given moment. A process needs to be established for conducting the search and qualifying businesses. Few of these businesses are of the quality, caliber, and profit level that distinguish them as being best in breed. What have you done to ensure that you will stand out and be given the proper consideration when engaging a broker regarding a business for sale? The business-for-sale marketplace is plagued by unprepared and non-serious buyers inquiring about any enterprise listed for sale. It takes the right preparation, message, and professional team to establish contact and quickly get to the point where the business can be qualified as a legitimate candidate or one that should be dismissed. Too many prospective buyers fall prey to the late business internet search process and clicking on any business that catches their interest. Unfortunately, serious buyers get lost in the field. This is where the prior steps come in handy – having a personal bio, an established investment criteria, as well as a lender preapproval.

  1. QUALIFICATION

A business that is professionally represented for sale will have a number of documents available for review by prospective buyers (e.g. Financials, Asset list, Business Summary, etc). Buyers will need to execute an NDA in addition to demonstrating that they are qualified both from a financial standpoint as well as an experience standpoint to be considered a serious candidate.

At this stage the buyer should already have completed individual research or have first-hand knowledge on the industry. For those without direct industry experience there are trade magazines for just about any business sector not to mention the wealth of data available on the World Wide Web.

The buyer should have a list of questions already prepared, designed for one purpose – determining if the business meets the majority of elements within the investment criteria. The buyer should understand the value of the business. If the business is priced outside of their financial ability they should not be evaluating the business and wasting anyone’s time, most importantly their own. It will be important for a serious buyer to recognize that there is no such thing as a perfect business and each will have different strengths and weaknesses. Most buyers are seeking businesses with growing revenue, a stable customer base, excellent staff, established policy & procedures, and increasing profits. What are the most important qualities that you are seeking? Ranking the criteria is often helpful when qualifying businesses. Finding a business which meets some but not all of the criteria is more the norm than the exception. In many cases, the buyer may be positioned and experienced to improve certain business aspects that are deficient. Following this approach will also enable the buyer to quickly and efficiently eliminate those businesses which will not be a suitable fit, an endeavor that will save all parties considerable time. A quick no is far better than a slow no for everyone’s sake. Lastly, the buyer should recognize that the better the business is, the more they will be expected to pay.

After the initial information exchange the buyer should prepare a second set of questions based upon the particulars of the specific business. After receiving this information the time has been reached where the buyer knows whether their basic criteria has been met. The buyer is clear on the business valuation, the financials, and the business operations and the seller (through the broker) should be clear on how the candidate will be financing the transaction.

A teleconference should be arranged by the business broker to fill in any gaps of information and to allow specific business questions to be asked by the buyer and answered directly by the seller. Should this interaction satisfy the requirements of all parties a personal meeting and site visit is often arranged. During this meeting the buyer, seller, and broker can discuss the framework for a transaction that will satisfy the needs of each party. Only serious contenders should be involved at this point. Now is not the time to waste anyone’s time as a tire-kicker if the goal is not to proceed. Buyers should be clear that regardless of signing the NDA, data such as names of specific clients will not be divulged, not just at this point, but until the transaction closes.

  1. LETTER OF INTENT – TERMS SHEET

A Letter of Intent (LOI) and Terms Sheet are typically non-binding documents which are used for one fundamental purpose… to determine if there is a meeting of the minds between the buyer and seller on the price and terms of the sale. The LOI will outline the strategic points of the agreement. Investing time at this stage and preparing a more detailed document will avoid misunderstandings and prevent key terms from being renegotiated later. Some of the broad points that should be addressed include:

  1. Who is buying the business?
  2. What is being acquired (Assets, Stock)
  3. Transaction price and how that money is being paid
  4. Loan commitment letter date.
  5. Proposed closing date.
  6. Is there a consulting agreement and if so, what are the terms?
  7. What are the contingencies for the transaction to close?

  1. LOAN COMMITMENT LETTER

With an executed (signed) LOI in hand the buyer will now need to obtain a ‘Loan Commitment Letter’ from the lender. A loan commitment letter is produced by the bank and will confirm that the buyer is approved for financing to acquire the business. The Loan Commitment Letter is generated after a thorough review of both the buyer’s data as well as the target business’ data.

  1. DUE DILIGENCE

Most business acquisition transactions will require bank funding. The bank will have a proven, structured, and very detailed due diligence process and it is this methodology that the buyer should rely upon when acquiring a business. Why attempt to recreate the wheel? The bank works solely on behalf of the buyer and their fundamental interest is in ensuring that the buyer is acquiring a business that has the required financial framework for the new owner to be successful and positioned to repay the principal and interest on the acquisition loan. The bank will provide a DD checklist that covers a wide variety of documents, including but not limited to the following areas:

  1. Financial Statements & Tax Returns
  2. Asset & Inventory List
  3. AP & AR
  4. Corporate Books & Records
  5. Contingent Liabilities
  6. Sales & Marketing Materials
  7. Employee Agreements & Benefit Plans
  8. Equipment, Vehicle, & Property Leases
  9. Customer and Supplier Contracts or other Agreements
  10. Insurance Policies

  1. PURCHASE CONTRACT

The business for sale contract aka Definitive Purchase Agreement (DPA) is typically drafted by the Buyer’s ‘Transaction Attorney’ after the LOI is in place. If the proper care was taken in developing the LOI, the DPA should be a much easier document to produce. In circumstances where the major deal components were not properly negotiated or addressed in the LOI, the DPA becomes much for complicated and a higher risk level is associated with the transaction closing.

Upon execution of the LOI, the DD period commences and the DPA should begin being drafted. The DPA is the binding contract covering all aspects of the transaction. The DPA will cover all assets that are connected to the purchase, including but not limited to:

  1. Assets/Stock being acquired
  2. Price, Terms, & Payment
  3. Representations & Warranties
  4. Covenants
  5. Indemnification
  6. Non-Competition Agreements
  7. Lease Assignments
  8. Landlord Consents
  9. Consulting Agreements
  10. Asset Allocation

In most transactions the DPA is executed at the closing table but this is not a requirement. In certain circumstances, the buyer and seller will elect to execute this Agreement prior to the actual close.

The DPA is the actual contract that consummates the sale of the business. It will include a number of Schedules and Exhibits detailing all of the terms of the sale. This is a custom Agreement and the level of detail, length, and companion schedules and attachments is predicated on the particular business.

During this stage the buyer should already have their new business entity established (assuming it is not a stock sale), business bank accounts created, insurance policies prepared, merchant credit card accounts (if applicable) in place, etc.

  1. THE CLOSING

The closing should be the easiest part of the process. Why? Because all of the above steps have been followed diligently by both parties. For business-for-sale transactions the “closing” is simply the process by which both the buyer and seller execute (sign) all of the documents that have already been discussed and agreed to. Having the right transaction team in place from the start (transaction attorney, business broker, and lender) will make this a smooth process. Each of the advisors has their role and when done properly the closing becomes an uneventful step.

  1. TRANSITION

The terms and conditions of the business transition will vary based upon the type and complexity of the individual business. Obviously, the specifics will have already been spelled out and agreed to in the DPA. For some businesses, a customary 4 week transition period is all that is required. For others, the Seller will assist for an extended period of time, often under an employment or consulting contract. When bank financing is involved, especially the SBA, the Seller is typically restricted to a consulting or employment contract that does not extend beyond 12 months. The transition period is the stage where the seller and new owner implement the change of ownership and how that is communicated to employees, customers, suppliers, etc.

The transition of ownership represents a big change and the goal is (often) to make it as seamless as possible. To be effective, this process must be planned in advance with all stakeholders in agreement

The Hidden Costs: 5 Key Considerations When Starting a Business

So, you want to start a business and are wondering where to begin and what it will cost… most would advise that you start with putting together a business plan, and I don’t contest that… you should, but it’s essential that you’re aware that most business plans, including all the research and financials that they include, do not give you an overall picture of what your start-up costs will be. This article gives an overview of the ways to determine, realistically, what the costs involved in setting up a business will be.

A solid plan? Probably not! A well-formed, flexibly applied plan? Absolutely!

It’s true that the usual manner in which businesses start up, is through an opportunity being identified, determining the ways in which this opportunity can be milked for all it’s worth, (carefully explained in the business plan), and figuring out how much capital is required in order to build the business as outlined in the above-mentioned business plan.

Whilst this is ‘the usual’ and can often work, there is one flaw with this model… It is all developed on the premise that the business will work out right, and as planned, the first time! The reality, is that it is exceptionally rare that everything goes exactly to plan, and most often, even if it does, it’s not first time around.

Often, between the time that a business plan is written, and the time comes to implement, it’s hardly worth the paper it’s written on. Harsh, but true.

In order to more accurately, and relevantly determine your start-up costs, it is essential that you reflectively review assumptions held within the business plan, and be prepared to adapt toward a more flexible approach. Now by no means am I advocating that you don’t need a business plan… I think they are immensely helpful for allowing us to consider as many of the elements required in starting and growing a business as possible… but the plan is only as good as the action you take, and to get the greatest return on action, having plans that are relevant and based on the most current context is key.

Part of your plan should always be to revise the plan… You may have to change things repeatedly as you learn more, determine the impact of what you’ve learned in your business, and then add it to the plan accordingly.

Consider Scaling Down and Pilots

I know what it’s like… you have a fantastic business idea, you see the potential, you see how great it can be, and you want to put in all you can to make that vision a reality. While this is the only way to go for some business concepts which are pretty much, ‘Go Big, or Go Home,’ this isn’t always the case.

Where it’s possible, consider the option of scaling down, and testing the concept. This will allow for you to start up, while saving money, learning from the pilot and being able to action changes, and raise more funds based on proof of concept. This approach not only reduces start-up costs but provides valuable insight around the business, in real terms. It may not generate much profit, but it will offer a wealth of verified information that will help you to determine the next steps… If you decide to proceed with expansion, it is a great basis for second stage funding.

Consider Realistic Timelines and Pricing

Part of calculating your start-up costs will involve figuring out your initial cash flow. Without having actually operated the business this can be tricky. It’s also not uncommon to fall into the trap of under-pricing products and services in order to stand a better chance of competing, and to ‘tempt’ in more business. Be aware that you don’t necessarily need to do this. If you do, raising prices to the market standard could become difficult at a later stage, and you’ll have to do a lot more work in order to break even. My advice- recognise your worth, and price it accordingly.

Consider a Realistic Time-frame for Starting-up

Time is always potential money, and when you’re starting in business, this is true even more. If you’re going to have fixed costs like property leases, if improvements or modifications are required prior to opening this impacts on both time, and money (quite directly). These additional costs add to your start-up costs, but also add to the time before you can start earning. Don’t fall into the trap of under-estimating when you’ll be ready to trade, and build in a good time cushion before you ‘need’ to see funds coming in from business activities. Failure to do so could result in a significant amount of stress, and in some instances, can even result in a business shutting down before it’s even had the chance to take off, simply because there wasn’t enough time allowed to give it a chance to get going.

Consider the Cost of Money

Many entrepreneurs who have a great idea that they believe strongly in, will make the decision to finance the business themselves. At times, this can be at great personal cost, using the credit on credit cards or loans, and tapping into equity from homes etc. While for some smaller ventures the impact may be negligible, for larger ventures, self-financing should be considered exceptionally carefully before committing to this option. If funds are in abundance and potential delays, changes, etc. will have little impact and will be offset by the return, however long it may take… then go for it! If this is not the case, and any delays and progress are not going to plan will cause a great deal of personal and financial strain that could jeopardise business success anyway, then definitely consider other options.

To Conclude…

As you can tell, starting a business does not begin and end with a business plan, but goes beyond that to wider considerations. This article lists some of these.

10 Small Business Startup Tips

According to a recent Forbes.com article, over a half a million small businesses get started each month while more shut down than start-up. With this statistic, it’s not a surprise that some would be leery in joining the almost 30 million small businesses in the United States. It may also come as a surprise that over half of the working population works in a small business and that most small businesses are home-based. Why then do people start small businesses with these kinds of odds? Because many of us are still deciding what we want to be when we grow up. And once we’ve learned that, we choose to make a go of it on our own.

Starting a small business or a home-based business is not something that should be entered into lightly. More often than not you’ll go through a long period languishing while trying to make your business viable. As with many big decisions in life, starting a business is a very big risk. There’s never an assurance of success. Rather, it is expected and statistically likely that you’ll fail. However, if you’re willing to work at beating the odds and fulfill a professional goal, this may still be the route for you.

I’d worked in libraries for over a decade. I spent the majority of that time in library administration. I knew a good deal about how to run a small business because I’d essentially been doing so for quite some time. However, when you go out on your own there are many pitfalls that can be made in your businesses’ infancy. Contrary to the popular song lyrics, the best things in life aren’t free. Shortcuts will likely come back to haunt you and so too will not putting in the sweat equity needed to not only financially succeed, but to also feel emotionally and psychologically empowered.

If you want to start a small business it has to be a deliberate process. However, it doesn’t have to be an expensive one. It doesn’t hurt for you to do some research. The Small Business Administration is a great free resource. So too are the books. Really, there are any number of tools to help you start-up or navigate the waters of small business. If you’re like the almost 75% of all U.S. business who are non-employers (self-employed with no additional payroll or employees), then you can be sure that there is plenty of information to help you achieve your goals.

Running a small home-based business can be inexpensive, not cheap. Don’t scrimp on the stuff that can really make you appear more professional without breaking the budget. Here are a few startup tips for your business:

1. Get a domain name.

You may not need to register your business’s name with the state. The fact is, that process may be unnecessary and It can be costly depending on the nature of your business. However, it helps if you have a domain name so that you can have a traditional online storefront and presence. That isn’t to say that you need to sell products through your site, it just means that you have a place that you can send people to online to find out more information about you and your products and services.

2. Use social media.

No longer can people lament about how they don’t use Facebook or Twitter, being on social media also lends an air of credibility and savviness to your business. Using social media is inexpensive and easy. There are plenty of online tutorials on how to use social media and by getting yourself out there by using the social media networks, it opens you up to more clients and the ability to interact in real-time with them as well. Also, don’t simply have a presence on social media, depending on your demographic, there are still some people who simply aren’t using social media. Thus, you must also have an easily accessible webpage as well.

3. It doesn’t hurt to use old school marketing tools.

Professional business cards as well as marketing items are now nominal in cost. Don’t just settle for free cards, pay that little extra to brand your items. This way you can be fully in charge of the message you’re putting out there. Think about it, what did you think of the person who handed you a business card that were clearly free ones?!

4. Use accounting software.

Quickbooks, Freshbooks, Nutcache and the list goes on. You can even use Excel if you’re so inclined. Regardless, it’s imperative that you start consistent and accurate record keeping from the very start. Make sure that all of your transactions, big and small, are in a place that will make it easy for you come tax time.

5. Work in the cloud and back it up.

Cloud-based software is available for everything. It also doesn’t hurt to use free ones in this case. Google is the gold standard when it comes to free. However, document creation and retention aren’t the only things you can do in the cloud. Accounting software, website administration, almost anything you can think of can be done in the cloud. Plus, it makes your data accessible anywhere that has an Internet connection. And don’t forget to backup your work. If you’re saving your work to your computer or saving it to a virtual drive in the cloud, be sure that you have a backup. Redundancy is key and it can also be very economical. A good rule of thumb is to have a physical and virtual off-site backup because Murphy’s Law always happens.

6. Be virtual.

Depending on the type of services you offer, there are companies out there that can assist you in getting jobs/projects. Companies like Upwork provide you with a place to offer your services to others and provides you with an online workplace. Being a freelancer has never been so easy. As a freelancer, you don’t have to limit how and how many clients you have.

7. You have to pay some to get some.

Yes, you can start a new business with no cost, however, by investing just a little money upfront you’ll almost ensure a return on your investment. Pay for a virtual fax service, marketing materials and other little things that will go a long way in ensuring that your business isn’t like every other “mom and pop” business. Just be careful not to go all in too fast. Recurring costs, though small, can add up fast. If you have recurring costs it means that you have to earn at least that much money per month.

8. Be tax savvy.

You must be cognizant of what kind of tax impact there will be as a result of your business. It’s common, depending on the type of business you have and if you don’t have employees, for you to not withhold any taxes during your first year. Getting a baseline for what your business will be like is important, just don’t forget that Uncle Sam may hit you with a large tax bill at tax time. Visit the IRS website or speak to a tax professional to help you with getting this sorted out before it becomes a very expensive mistake.

9. Make time for yourself.

When you commit to owning a small business the one thing you’re guaranteed is that it’s going to be hard. Despite how challenging it is, you have to take time for yourself. It’s easy to work long hours and to forget that we aren’t machines. Even if it’s just a 15-minute walk each day or something else that will break up your workday, you must not forget that sometimes it’s best to literally walk away to clear your head. This will do wonders for your mood and your process.

10. Be disciplined.

Sure, we all think that working for ourselves would be the best job in the world. But it’s not until you’re actually doing it that you realize just how easy it is to be trapped by the pitfalls of having no other boss than yourself. That quick television break inevitably turns into a television marathon, sleeping in one day turns into not setting the right habits you need to be successful. It’s easy to say that you’re going be disciplined and fully devoted to the success of your business, but old habits do die hard.

Each day brings challenges and uncertainties. You have to be willing to fail spectacularly. But you also have to be willing to love and nurture your business even on the days when you just don’t feel like it. If you don’t work, you don’t get paid. Despite that, the sky’s the limit and your earning potential is limitless when you’ve devoted yourself to doing what it is that you are passionate about. It’s important to remember that you’re not to give up when it gets hard. Those are the times you have to really dig in and remember why it is that you’re doing it in the first place.

Business Ownership Bullet-Proofed by Daryl La’Brooy

One of the strong motivators for starting a business is that we want to be our own boss because we believe we can be more financially successful that way. What happens, in fact, is that most small business owners do little more than generate a wage for themselves.

While being very good at doing the work of the business, they lack the skills, knowledge and expertise to build the business, to make it financially successful. They do not know how to work on the business, only how to work in it.

They want to build a secure future for themselves and their families with their business, but instead what happens is that they place that future at great risk because they do not understand how to protect their business from the many challenges to its success. They do not know how to bullet-proof it.

This is the very reason why every small business owner needs this book by Daryl La’Brooy. How I wish I had this book in my hands when I started my business more than 25 years ago. Wealthy small business owners have the resources to pay for this kind of advice but those who have not yet reached that level are not aware of the steps they need to take to protect this important asset.

This book is a consciousness raising book for small business owners where Daryl opens up the challenges and unforeseen problems that can emerge for people setting up small businesses. He presents a pro-active approach to how small business owners can meet those challenges, discussing everything from how to start a business and how to grow it, to how to exit it. In fact, the first key in Daryl’s bullet-proofing plan is that you plan the way you want to exit as you set up your business. Most small businesses don’t do this, rather they wait until shortly before they are ready to retire and find they cannot exit when they want because they are not financially secure enough to finance their retirement.

His second key is about the challenges and risks around ownership both for the sole trader and when other partners are taken into the business. He highlights the fact that if the business owner is not aware of what can happen here and so does not bullet-proof the business against unforeseen and unexpected events, the consequences can be dire for the business.

Ensuring that the wealth created in your small business ultimately ends up in the hands of the people it is meant for is Daryl’s third key. He demonstrates how so often lack of awareness, naivety or lack of planning sees the money, the business owners have spent their lives earning, ending up in the hands of people for whom it wasn’t intended.

Setting up a personal wealth management plan independent of the business including an estate plan, demonstrating the bullet-proofing this gives the family finances, is the fourth key in the book.

The last chapter of Daryl’s book is on how you can create your own Do-It-Yourself Financial Plan to bullet-proof your business. No one wants to face the trauma of bankruptcy or the collapse of the business into which they have put so much of themselves. That can have a devastating impact, both emotionally and financially.

Many of you reading Daryl’s book, and having your eyes are opened to the vulnerable position your own business is in, may not have the confidence to take the action you need to bullet-proof your business. What the book does is highlight the enormous value that good financial planners can be to small business owners and their families in assisting them to do that well, covering all bases and possibilities. They can provide the expertise that ensures that your small business will provide a financially successful future for yourself and the important people in your life.

This entry was filed under Book Reviews.