BUYING A BUSINESS
Buying a business can be an enormous undertaking as well as a fantastic opportunity. You will be faced with matters both predictable and uncertain and your vigilance in exploring the opportunity will make the difference between success and failure. Your commitment will build the foundation for your success. Our commitment as Business Brokers, Intermediaries and Merger & Acquisition Advisors is to understand your needs, wants, financial situation, etc., and to help you understand the buying process.
Certified Acquisition Advisors will help you through this process.
KEY STEPS TO SUCCESSFULLY BUYING A BUSINESS
- Investigate yourself first. Discuss the following questions with your family, friends and business intermediary. Where do your interests truly lie? What are your primary skills? What skills (Management, Mechanical, Sales, Financial, Administrative, People) are you weak in? Would a new job better fit your profile? Are you more of a corporate racehorse than a pedigreed entrepreneur? If structure is desired, could you survive in a less structural entrepreneurial world? Do you have the financial resources to get you through the start up period? If the business fails, then what? Understanding yourself first is a very important part of running a successful business.
- Make a firm commitment. You must be prepared to invest many hours of your time to the search and be committed to purchasing a business at fair market value. Buying a business is a process and it takes planning. It is always recommended that buyers prepare a “strategic buying plan.”
- Discuss your goals and needs with your Certified Acquisitions intermediary. Once you provide us with your background information, which would generally include a resume, confidential financial statement and buyer questionnaire, we can help you on your journey to entrepreneurship. The more we know about you, the better we can serve you. In addition, the better the sellers get to know you, the more open they will be during the investigation process.
- Focus on deal quality, not quantity available. Success is directly related to the narrowness of your search criteria. If you focus on a particular industry, location should not be of high importance. You may have to relocate to find your business. If you focus on geography, perhaps you should be flexible on the industry. Starting off by saying you want a certain type of business in a certain location can lead to frustration and failure to find your business.
- Package yourself. The seller doesn’t know you and you are entering his “personal space”, i.e., the business he or she lived with and nurtured for many years. Any personal information you can make available, such as a resume, personal financial statement and credit report will always be helpful. Sellers look for personal chemistry as well as technical and financial capability.
- Meet with sellers. You won’t go alone. Certified Acquisition Advisors will be there and will introduce you to the seller. We will take you to businesses that meet your needs and will listen carefully to your thoughts and questions.
- Ask for the business plan early on. Expect to sign a non-disclosure agreement, or maybe even a Letter of Intent, before seeing detailed information. Examining the business plan will help you determine more quickly if your skills fit the business’s special requirements. The business plan will also help direct your due diligence investigation.
- Examine the financial statements as soon as possible. Ask for a current balance sheet, income statement, statement of cash flows and a cash flow projection for the next year. Don’t rely just on a balance sheet or income statement. They are historical documents, and although they may help you plan the future, there are no guarantees that history will be repeated. Don’t forget to reconcile the financial statements with the tax returns. During due diligence, you’ll also need to see sales tax and property tax returns, accounts receivable and accounts payable aging schedules. Your CPA can be a great help.
- Assemble your transaction team. Start the process early. In addition to your business intermediary, your team may include your CPA, a valuation specialist, a transaction attorney, and a banker. Use deal makers, not deal breakers.
- Don’t short cut due diligence. Learn the industry, read trade journals, search the Internet. These “outside sources” will help you better understand the documents you will receive from the seller. Due diligence will entail, in addition to financial due diligence, review of the company’s legal status and ownership, employment files, customer lists, all contractual agreements, leases, service contracts and warranties, marketing programs, SWOT analyses. Your due diligence should help you ascertain that “there’s an engine under the hood.” Make sure you involve your transaction team members in determining due diligence needs.
- Prepare the offer. This is the “gut check” time when you will be finalizing answers to several important questions: Do you have the necessary background and experience? Does the business meet your investment requirements? Are you comfortable with the state of the industry? Are you comfortable with the particular business? Does the business meet your income requirements? Does the business fit with your lifestyle needs? Are the risk factors acceptable? Can the business be improved?
- Present the offer along with a good faith deposit to demonstrate your seriousness. If there is mutual acceptance to the terms and contingencies, the purchase offer becomes the Purchase and Sale Agreement. You then begin to resolve the contingencies and progress toward closing the deal.
- Celebrate your new entrepreneurial achievement.
PRE-PURCHASE SELF ANALYSIS
So you think you want to buy a business! Congratulations! You have reached a milestone in your career. You're a unique type of individual - explorer, investigator, analyzer, evaluator, puzzle solver, creator, negotiator, referee, and counselor - which all add up to being an entrepreneur. Many would-be entrepreneurs develop a myriad of reasons to launch their search for their new business.
The reasons can be many and diverse, such as:
• Job Security is a myth
• Robots don't take vacations
• There is no "gold watch" waiting for them at retirement
• Loyalty to employers can often be a one-sided proposition
• America is heading back to a nation of family businesses
• Large corporate cultures do not conform to their personal beliefs and values
The list can drag on, but the reasons for buying a business usually stem from your heart, your inner being, your core values and core beliefs, and most of all, from your lifelong dream. Your 'head' probably gave you many reasons to 'get another job', and the heart and head probably have been in a battle for several years. Before buying a business be sure your head and heart are in agreement.
So, Examine Yourself First
DUE DILIGENCE ISSUES
Due Diligence is the term used in business acquisitions to describe the investigation process and the attention and care needed to protect the parties. It is the process of proving to the buyer that there is "an engine under the hood." Due Diligence involves reviewing the accounting records to determine the numbers are as stated in the offering documents. This may involve reviewing tax returns, invoices, receipts, payroll and other financial documentation. Due Diligence will also entail an investigation of all factual information mentioned in the offering document as well as a review of identified business issues not fully discussed.
Buyers are responsible for the due diligence. Intermediaries do not prepare the documents or verify the information received from sellers. A seller disclosure statement should be requested to have the seller attest to the correctness of the information, but it should always be verified by the buyer. Although Intermediaries do not vouch for the accuracy of the information provided by the sellers, we will work closely with you and your acquisition team to make the information requests while you conduct your due diligence efforts.
It is wise to have your accounting firm assist you in your financial due diligence. Other advisors such as attorneys and engineers may also be needed. Beware, the costs of due diligence could be costly and are borne by the buyer. This not a time to penny pinch.
THE BUYING PROCESS
From the beginning of your search to the successful closing, you will have many concerns and uncertainties, from emotional issues to technical issues to strategic planning issues. You can count on Certified Acquisition Advisors (CAA) to guide you objectively throughout the process. We will help you determine your needs and goals, evaluate the opportunities, determine a realistic value range and guide you through the negotiation process. You won’t be alone.
We’ll help you avoid common buyer mistakes and keep you focused. Buying a business takes planning, determination and dedications. There are a lot of potential acquisition candidates and, without a structured approach, it’s easy to get frustrated. Completing our buyer questionnaire will get you started. We also highly recommend that buyers update their resume, not only to help them evaluate their skills, but also to demonstrate their abilities to the sellers. Preparing a personal financial statement is another key component of a business search.
We’ll help you work through the buying process and become an entrepreneur.