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How Should I Go About Buying A Business?
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Phil Holland
Founder, My
Own Business |
| "Create earnings motivations for each individual manager that is related to his or her individual contribution." |
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This should be a step-by-step sequential process. Here are the steps:
FIRST: Decide whether you will be buying a business to provide you with a full-time job or will be making the purchase as a part time investment.
SECOND: Thoroughly investigate the industry you are considering to conclude if this is really a business to which you can make a commitment.
THIRD: Attend industry meetings, talk to existing business owners, spend time at typical businesses and visit competitive locations to determine if those who are already in the industry share your conclusions.
FOURTH: Decide whether you want to start a new business, buy a new business or buy an existing business.
AND FINALLY: Appraise your own experience, skills and background and decide if this business is a good fit for you.
- Are the economics of the business sound?
- Is there a reasonable predictability of future growth in earnings?
- Is there a sound financial foundation?
- Buying a business with these good characteristics but bad management can be an especially good opportunity.
- Don't overlook service businesses and e-commerce businesses.
- Review Session One: "How To Pick a Business"
Recommended Reading:
Internet Resources:
Another great resource online is the website for The International Franchise Association which can be viewed by going to http://www.franchise.org
Business opportunities for sale
There are many sources for learning about business opportunities. The most popular are:
- Business opportunity brokers
- Classified newspaper ads
- Companies that supply or set up new locations
- Business opportunity trade shows
- A franchiser for any particular type of business
Financial ability
Most people will not pay cash for a business, so some sort of financing will be involved. The equity position that will be required (the amount of cash necessary to put down) will determine the type and size of business you will be able to buy.
Depending on the business you select, you will need sufficient operating capital in addition to the down payment.
The source of the equity funds should be cash or liquid assets and not borrowed money.
Evaluating a business
Remember that this is your decision and only you can decide whether a business is for you. Don't let any expert decide whether or not you should buy a business. Instead, ask them for specific advice on the various components of the business. Here are two examples why your attorney will be an important expert:
- Have your attorney review the lease.
- Your attorney should advise you as to whether you should purchase the stock or the assets of the business. If there are unpaid (and possibly unknown) liabilities including amounts owed to government agencies, you may be advised to purchase the assets rather than the stock.
The following experts can be helpful:
- Attorney
- Accountant
- Banker
- Business opportunity broker
- Equipment suppliers or vendors
- Other business owners
How to determine a business' worth
- This is the "due diligence" process. A buyer must obtain and examine the seller's financial statement and records. If the business is listed with a broker, the broker should have this information. The information you need should include the following:
- Profit and Loss records for the past 24-36 months
- Current Balance Sheet
- Cash deposit records
- Utility bills
- Supplier bills
- In making your offer, use all the information you have collected to determine what your net income will be. This will give you a basis for making an offer based on a capitalization rate (the desired return) you will want. For example, if a business will show an annual net of $50,000 and you have determined you want a 25% return of your investment (without considering financing) you would offer $200,000 for the business:
Sources of business financing
- The seller of an existing business will often provide some of the financing and will be your best source of financing. Businesses are sold by motivated sellers. In many cases, the seller will take some cash down and let you pay the rest out of earnings over a period of time.
- The SBA (Small Business Administration) offers loan guarantee programs through commercial lenders. These will usually need to be secured by additional assets.
- Equipment suppliers often have financing programs available for the development of a new business.
- Venture capital firms, commercial banks and relatives offer an additional source.
- Review the sources in Session 9, "How to Finance Your Business".
Other factors to consider in determining value
- Unless you are also buying the property, the lease is probably the most important document you will evaluate. Review Session 7, "Location and Leasing." The following are the most relevant lease items:
- The term or length of the base leases
- Are there options to the base lease term?
- Is the base rent affordable and competitive?
- How often and how much are the adjustments to the base rent?
- What are NNN charges?
- What are the assignment provisions?
- If new, what will the Landlord contribute to the improvements?
- What is the quality of the improvements and fixtures: will they need replacement?
- What is the quality and size of the inventory: is it overstocked with obsolete items?
- What is the condition and amount of the receivables: are they collectable?
- If I am to buy the payables, how current are they and what is the accurate total?
- Is there an order backlog?
- How strong are customer relationships: the goodwill you will pay for?
- Is the primary marketplace stable or changing?
- Does the business have, or can it obtain, all necessary government approvals and licenses? Are there any exorbitant fees?
- Is the seller motivated or anxious?
How to verify revenue and receivables information
- Ask for the seller's personal and business tax returns. In some businesses, you can determine the income by analyzing utility bills or supplier's records.
- If you are skeptical about the information's accuracy, make your offer to purchase based on a trial period where both you and the owner collect the receipts. A week spent at the cash register will disclose a lot and is the best way to verify sales.
- The receivables of a business (amounts still owed by customers) can be best verified by requiring written verification from people who owe the business money.
- Interview the owners of similar businesses for financial comparisons.
Buying an existing business vs. buying a new business
- Is it affordable? A new business will often cost more than an existing business of the same type. An existing business may be the only way to enter the industry.
- Location is an important factor. In some communities, certain types of business can no longer be built and an existing business will be the only way to enter the industry. Proximity to your home will also be a factor.
- Some benefits to buying a new business:
- Everything is new and works
- Customers like to go to a new business
- The area may be under-served
- The value of the new business after you open may be greater than the cost of equipment
- New and inventive ideas may be better executed
- Benefits to purchasing an existing business:
- The business has a track record of income and expenses
- Operating costs are often lower than in a new business
- The business will already have trained employees
- There may be true goodwill already built in
- The business may already dominate the market in the trade area
Pros and Cons Of Buying A Franchise
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Mike Coyne
Midas Muffler Franchisee
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| "Franchising is a great way to get in business for yourself." |
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- Advantages:
- Big Brother (franchiser has proven business formula and can offer ongoing support in all facets of the operation).
- Disadvantages:
- Risk of poor and/or unprofitable location
- Loss of absolute control
- Big up-front fees and ongoing fees to franchiser
What should I know about a prospective franchiser?
- Financial statement of franchiser
- Copies of profit and loss statements on franchise locations that you select.
- Any franchisee lawsuits pending against franchiser?
- Conduct due diligence interviews with other franchisees that you select. (Probably the least important step in your "due diligence" investigation is talking to the franchisees that the franchiser provided as references.)
- Existing franchises will normally be happy to share information on the success or shortcomings of their operations.
- Don't rely too much on "pro forma" financial statements. These statements are estimates provided in advance regarding future prospects.
Pros and cons of YOU becoming the franchiser of your own business (and licensing others to become your franchisees):
- Advantages:
- Eliminates workman's compensation insurance, health insurance costs and employee-related problems
- Rapid expansion possible over broad geographical area
- Franchisees provide expansion capital
- Franchisees are motivated operators
- Disadvantages:
- Loss of absolute control
- Problems with unprofitable and/or difficult franchisees
- Controlled by state and federal franchising statutes
Suggested Activities
- Visit different operations, both independently owned and franchised, and interview the owners for advice.
- Attend trade shows.
- Get to understand your intended business really well before you decide to buy or start one.
- Analyze any appropriate existing business that is for sale:
- Get the necessary information from a business opportunity broker.
- Describe your method for evaluating the business.
- Describe your financing plan on purchasing that business.
- Do the same analysis for a franchised operation. Study the term and conditions of a real franchise agreement, item by item.
Top Ten Do's and Don'ts Print this Top Ten List
TOP TEN DO'S
- Decide first whether to be in business full time, part time or with your family.
- Thoroughly investigate the industry first. If possible, work for someone else in the business first.
- Appraise your experience, skills and likes to determine if the business is a good fit.
- Look to the economics of the business more than how well or poorly it has been run.
- Look to the seller as the best source of financing when purchasing a business.
- Pursue a structured "due diligence" process. Ask help from your lawyer and accountant.
- Verify receivables by written verification from people owing the business money.
- Perform your own evaluation of the business's real estate location. (See Session 7)
- Deal only with established, well-financed and widely successful franchisers.
- Ask a franchiser for the names of all franchisees in your area and go talk to them.
TOP TEN DON'TS
- Don't permit any expert to decide for you whether or not you should buy a business.
- Don't buy a business or franchise without your lawyer approving all documents.
- Don't buy a business or franchise without your accountant reviewing their records.
- Do not rely on information or advice from franchise or other selling agents.
- Do not rely on pro-forma financial statements (future predictions.)
- Don't be in a rush. Wait patiently for the fat opportunity by looking at lots of them.
- Don't rely on the seller's evaluation of inventory and other assets.
- Do not deal with start-up or poorly experienced and financed franchisers.
- Don't hesitate to walk away from a deal that is not a potential home run.
- Don't overlook comparing what you can do as an individual vs. as a franchisee.
Sound Byte Transcriptions
Mike Coyne - Midas Muffler Franchisee  |Listen|
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Mike Coyne
Midas Muffler
Franchisee
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My name is Mike Coyne. I own three Midas Muffler and Brake Shops in the Southern California area. I'd like to give you a glimpse of what I've learned in acquiring a franchise.
Franchising is a great way to get in business for yourself, especially when you're going into either a new business venture or a new industry. The franchiser acts as a partner and gives you that experience you don't have and some procedures and support.
But it is important that you research your franchiser very carefully. In my own research of franchising, I found out there were three types of franchises. Two of them were bad and one of them was good.
The first kind was just interested in selling me a franchise, an idea, a concept, nothing else. Once they sold that franchise, I would be on my own. Virtually 100% of their revenue stream would come from selling franchises. That's not what I'd call a good partner.
The second type of franchiser was one who sold the franchise and then required the purchase of supplies and equipment from them. You find out that you have to buy printing presses or office supplies or whatever. You will probably be paying probably high, high retail for those services. And in some cases, once you've bought the franchise you may never hear from the franchiser again.
The third type of franchiser is one who sells you a good name and a good concept. It also can provide you inventory and equipment. You don't have to buy the supplies, equipment or inventory from that provider, but you may and thereby take advantage of its purchasing power.
With Midas, for example, the company had a reasonable franchise fee, which represents a very small part of its annual revenue stream. Royalties represent a significant part of its revenue stream. The more you make, the more they make as a franchiser. And since I have the opportunity to purchase from them or from a competitive vendor, they're always giving me the best value. That's a partnership; that's whom you want to get into bed with.
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Points To Ponder
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- Some franchisers make for good partners and provide experience and support
Many franchisers do not make good partners
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Business Plan for Session 11: Buying a Business or Franchise
We heartily recommend that you download the individual business plan template for this session Business Plan Template Document 11 and complete it now.
Instructions on filling in the business plan template:
- Each box has a permanent title in CAPITAL LETTERS
- Below each title is a sentence starting with an "Insert here…" sentence. This will suggest information to insert. The boxes will enlarge as you take up more room so use all the space you need.
- After completing each box, delete the "Insert here" sentence, which will leave only the permanent title of the box and the information you have filled in.
We suggest that you fill in each section of the business plan
as you proceed through the course.
The template for all sessions 1-14 can also be downloaded into your computer as a single document:
Include sufficient research findings and background materials. Make it interesting up by the use of background data, your biography, charts, demographics and research data. When your business plan is completed, print off and assemble the 14 sections.
Many other business plan formats are available in libraries, bookstores, and software.
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