Buying a business Archives - Infinity Business Brokers

Published May 15, 2023

One of the keys to happiness is having the ability to get up every morning and go to a job that you love. If you are looking to become a business owner, then you can’t overlook this pivotal aspect – you need to buy a business you won’t hate.

How do you ensure the business you buy is one you’ll actually love? Spend the time before you actually start searching for a business doing some serious personal reflection.

Things to think about:

Where do you want to be in 5 years, 10 years?
What do you really love to do? What in your employment history has brought you enjoyment? What do friends and family see you doing as your “dream job”?
Are there things about your dream business that you would dislike doing? Is this something that you would have to do yourself? Could you bring in a partner or hire someone to do those tasks, enabling you to focus on the parts of the business that are your passion?

Once you’ve considered these thoughts, have a conversation with an experienced and qualified business broker about your goals for business ownership. Are you looking for a passion project? Do you want more flexibility in your schedule? Are you looking for a business with a lot of room for growth?

When you have solidified your goals you and your business broker will work together to find businesses that fit you and the amount of capital you have available.

A caveat here; don’t assume that loving your business means that running it will be easy. Everyone who owns a business works really hard, it’s all about enjoying what you do. This is why determining your goals is such a critical step.

If you haven’t taken the time to consider your goals and the things about business ownership that will mean real happiness, you run the risk of being lured into a great deal on a business that might not be right for you in the end.

Are you thinking about buying a business and have questions about what industries would match with your goals? Do you want to know what businesses are currently available that would work for you? Ask us! Feel free to leave any questions or comments and we would be happy to help.

Michael Monnot

Are There Skeletons? Absolutely, Yes – Dealing With Issues Found During Due Diligence

Posted in Buyers Articles

Published May 8, 2023

If you are looking at buying a business, then the due diligence step will be in your future. This part of the business transaction process occurs when the seller accepts your initial purchase offer. Due diligence is important because it gives you a chance to peek behind the scenes, scour the books and dig up any skeletons lurking in your future business before you sign on the dotted line.

Wait, skeletons? What should I do if I find potential problems during due diligence?

First of all realize that it isn’t “if” you are going to find skeletons, it’s “when”. Small businesses are complicated, complicated things – and most have some kind of issue that you as a buyer will find less than ideal. Perhaps the largest customer contract is expiring shortly after you take over as owner. Perhaps the business has unpaid taxes. Perhaps the numbers initially provided by the seller don’t really add up. It really could be anything.

Once you come to grips with the fact that you are likely to uncover something potentially ugly – don’t freak out when it happens.

Think of it this way – if essentially all small businesses have issues, and these businesses with issues are still running and are appealing enough for you to have made an offer – then perhaps the issue that you’ve found can be dealt with without completely killing the deal.

Issues that can affect your bottom line as the new owner can mean a renegotiation of price and a price reduction to accommodate what you’ve found. Issues with things like unpaid taxes can mean adding provisions to the purchase contract. The point is not everything you find should send you screaming into the night. Concessions and negotiation may be able to solve the issues you find.

What if what I find is really, really bad?

Unfortunately, some skeletons are definite deal killers. You don’t want to take over a sinking ship, so if what you find is irreparable – you should absolutely walk away. The message here is just don’t jump the gun.

If you find something that makes you uncomfortable, ask your broker how bad it really is. A good broker has seen it all and will be able to tell you if a potential issue is negotiable or a deal killer. If it’s negotiable, take a deep breath and head back to the table with the seller to see what you can work out.

Do you have more questions about what can be done when skeletons come to light during due diligence? Would you like to know how to decide if an issue is a deal killer? Ask us! Leave any questions or comments and we would be happy to help.

Michael Monnot

Buying Businesses: Why You Shouldn’t Sign A Million NDAs

Posted in Business Broker Why & How, Buyers Articles

Published April 24, 2023

A million NDAs? Yes, that’s a profound exaggeration. It would be nearly impossible and ridiculous to sign a million of anything. The point we’re trying to make is your approach to buying a business will greatly impact your ability to get to a closing table.

How?

The NDA (non-disclosure agreement) is a document you sign before the name, location and any sensitive information about a business for sale can be revealed to you. It is a critical step in the business buying process, so if you’re in the market to buy a business – you’ll be signing NDAs.

What you shouldn’t do is sign a ton of them. Why? It’s an enormous waste of you time and energy.

The NDA should only be signed after you have completed a few other steps. First and foremost you need to figure out your goals for business ownership (a more flexible schedule or greater income potential, for example) and then decide how much money you have to invest in your new venture. The second step would be to have a conversation with an experienced and qualified business broker about your goals, the industries where you have interest/practical experience and your available capital. Your broker should then find you some cursory listings to review. If any of those listings look promising, then and only then would you sign the NDA for that particular listing.

If a business broker is doing their job the only people who are allowed to sign the NDA are people who would not only be a successful buyer of the business (they have enough capital) but also a successful owner of the business (they have the practical experience and passion to keep the business in the red). It serves absolutely no one to randomly send NDAs to people who can’t successfully buy and run that business. All it does is put the business at risk for disclosure of the for-sale status to the wrong person (read why that is bad here).

There are brokers out there who will automatically send NDAs to anyone who shoots them an email, no questions asked – so as a buyer it’s possible to ask for, receive and sign a ton of NDAs. The issue is those NDAs are likely for businesses that you either would be unable to buy or wouldn’t suit the life you’d like to have – so why waste your time?

Talk to the right broker – someone who asks you questions and helps you narrow down business listings. Then sign.

Are you interested in buying a business and have questions about the NDA? Have you signed a ton of NDAs without much success and are looking to try a different approach? Talk to us! Feel free to leave any comments or questions and we would be happy to help.

Michael Monnot

Red Tape For Business Buyers: A Guide

Posted in Become a Business Owner, Business Broker Why & How, Buyers Articles

Published April 17, 2023

You know how everyone always jokes about what a nightmare bureaucracy can be? If you are buying a business, prepare yourself – you are going to have your fair share of red tape. All of it will need to be completed in the correct order and to the correct level of repetition before you can operate your business.

It can be frustrating and might (at times) feel impossible, but every operating business has made it to the end of this process. Consider it an annoying right of passage.

This is a part of the business transaction process where your business broker can be worth their weight in gold. A good broker will have someone who can help you with any and all red tape, or they will be able to help you themselves. Some business buyers choose to have their broker (or a specialized contractor) do all of the licensing, others are able to get it completed with just a few suggestions. How you handle this part of buying your business is up to you.

Want some pointers? Here’s a sample of our best advice, derived from many trips down bureaucracy lane:

DO NOT PROCRASTINATE!!!

Many red tape items are contingent on one agency completing or signing off before another can even begin, so start early and stay on top of it. You can’t get all of your licensing and permitting done the day of (or even the day before) closing.

Gather All Of The Documents Before You Start:

First you will want to try to get together the list of everything your broker and the seller think you will need. Ask the seller for copies of the licenses and permits they hold, as you will need their license and permit numbers to fill out your own.

Go online and print out every application you think you might need, even if you are going to be submitting them online. A printed version will allow you to collect all of the needed numbers/addresses/names/titles/etc. so you don’t end up timed out of the online application process (they pretty much all have a time limit and then they force you to start over).

Once you have assembled your pile of seller information and printed applications keep all of it together and take it everywhere you go. Many applications require signatures from multiple government agencies or departments.

Naming And The IRS:

The very first step is the naming process, even if you are buying an existing business and keeping the business name the same. Why? Your business will technically have two names, the DBA or “Doing Business As” (also called the Fictitious Name) and the legal name which can literally be “Anything You Want, LLC”. You will need to file your DBA with the Division of Corporations in your state, and the legal name will need to be filed through your attorney or an online legal service like LegalZoom. You will also need to get a Federal Employer Identification Number (also called a FEIN or an EIN) from the IRS.

Operational Licenses:

If the seller currently holds a license needed for the operation of the business, like a liquor license, then instead of starting from scratch you will be using applications for transferring that license. A word to the wise here – don’t rely solely on the information you find online about what is required to get the licenses issued or transferred. Get someone – a real, live person on the phone. Better yet, find the local office (instead of the statewide call center), and get a local agent on the phone. The local agents are the ones who will be processing and issuing your license, so they are the ones you need to keep happy. Another caveat? Be really patient with this part of the process. You can call the same call center three different times and get three completely different answers to a single question.

Local Licenses:

You will also need to get yourself a Certificate of Use and your local Business Tax Receipt or BTR (also called the Occupational License). The Certificate of Use gets issued after your building and fire inspections, your BTR after your Certificate of Use goes through. If you are buying an existing business, you may not need an inspection if the business has had one recently, but you will need to call and check. Again, get a living person on the phone to discuss the requirements and process and you will be far better off than trying to divine what you need from a cryptic government website.

Costs:

Did we forget to mention that pretty much all licensing and permitting applications come with a fee? Yes, they all do. While rarely astronomical in price, the costs will be completely dependent on what applications you are filling out, what inspections you need, etc. Be ready with your credit card or checkbook when you start the process.

It Can Be Done, Really.

This is one of the parts of being your own boss that is not very fun, but with a good dose of patience and a bit of organization it will all fall into place. Most of the real, live people you will get on the phone are very helpful, and remember that your broker is always there as well.

Are you thinking about buying a business, or do you already have a business in mind and are wondering about what kinds of licenses or permits you will need? Are you having trouble finding the agencies you need to get your applications going? Ask us! Please feel free to leave us a comment or question here, and we will be happy to help you with navigating the red tape.

Michael Monnot

Stepping Into Big Shoes: How To Take Over A Beloved Owner’s Business

Published April 10, 2023

Buying a business comes with a unique set of challenges. You have to learn operating procedures, you have to become acquainted with clients and vendors, you have to navigate the licensing and permitting process, you have to develop relationships with your new employees – the list is long.

Sometimes the previous owner was burned out and unpleasant, and as such the employees and clients might be happy to see them go in favor of a fresh face and attitude.

What if the opposite is true? What if you are replacing a highly respected and beloved owner? How do you successfully fill those seemingly enormous shoes?

First, don’t try to emulate the previous owner. Attempting to change who you are will always come across as inauthentic. The best thing you can do is be yourself, even if you are a vastly different person than the seller. Sure, some of the seller’s success came from their personality and the way they interacted with everyone related to the business – but that doesn’t mean that you can’t also be successful. Be authentically yourself, upfront and honest with with those around you and you will show the staff and clientele that you are someone who can be trusted.

Second, hit the ground running. Use the training period with the old owner to learn absolutely everything you can about both how the business runs and why that methodology is successful. Look for ways to grow the business from day one, but implement new growth strategies and marketing ideas while maintaining the operating procedures that have served the business well so far. If you come in motivated and willing to listen and learn (instead of rushing changes and forcing new policies right out of the gate) your staff will feel like their contributions to the business are respected and you can earn their respect in return.

Third, be nice. A truly beloved and respected boss is never an angry jerk, so although you might be very different from the previous owner – as long as you are kind to your new staff that thread of the positive owner relationship will continue.

While it might initially seem intimidating to take over from an owner that everyone is really going to miss – if you can be yourself, be willing to learn and be nice your new business and those in it can learn to embrace you too.

Are you considering a business with a well respected owner and have questions about what the training period will be like? Would you like to know more about how you can successfully navigate the transition to new owner? Ask us! Please feel free to leave any questions or comments and we would be happy to help.

Michael Monnot

Upfront And Honest: How Uncomfortable Questions Help You

Posted in Buyers Articles

Published April 3, 2023

Answering personal questions can be tough. No one likes telling strangers where they live or how much money they have – but if you’re going to buy a business know that these uncomfortable questions are coming.

Why? They are critical to your success.

When you first interact with a qualified and experienced business broker they will ask you questions like these, and if you really want to buy a business you need to be upfront and honest with your answers. The bright side? Giving up some information about yourself only helps your broker help you.

Why do you need to know where I live?

Business sales happen under a veil of confidentiality. This secrecy is important for a number of reasons. There is a powerful misconception that a business for sale is a business on the brink of failure. Although the failure scenario is rarely the case, this misconception can cause catastrophic losses for a business (an entire staff can panic and quit en masse or important clients can cancel contracts). Businesses often have proprietary information or financially sensitive information that will need to be disclosed to a potential buyer during the transaction process, in addition to exposing the for-sale status of their business, so a business seller is putting a lot on the line. To be allowed access to such important information you as a buyer must sign a nondisclosure agreement (NDA). When you sign the NDA for a particular business listing you are asked for your legal name and physical home address. This information is used to verify who you are and to identify you as an individual. There might be ten Matt Smiths in a town, but only one Matt Smith lives at his unique home address. When you consider the gravity of the information that is being exchanged, what you give on the NDA is paltry in comparison with what a seller risks by giving you access to their business.

Why do you need to know how much money I have?

We aren’t asking how much money you have in your bank account. We’re asking how much money you currently have to invest when you purchase a business. If you can’t afford a $500,000 business then it’s a colossal waste of your time (and everyone else’s) to look at $500,000 businesses. We also need to know if you are looking to pay all cash up front for a business or if you are looking for financing options. What we do with the information you provide is find businesses that you can successfully afford and/or financing options you would be able to qualify for. Your honest disclosure of the capital you are working with only helps find the right options for you. You are also going to have to prove to your future commercial landlord that you have enough funds to cover your lease expenses. If you’re going to buy a business you are going to have to get comfortable talking honestly about how much money you have available.

The message here is although you might not want to give up information about yourself a business broker isn’t doing their job if they don’t ask these questions. Giving up potentially damaging information to the wrong person could hurt a business that would have been perfect for you. Showing you businesses you could never successfully afford is a waste of your time and energy. Be upfront, be honest and be willing to help your broker help you.

Do you have more questions about what information is required for the NDA? Would you like to know what businesses fit with the funds you have available? Ask us! Leave any questions or comments and we would be happy to help.

Michael Monnot

Interested Buying A Franchise? Let’s Talk New Vs. Existing

Published March 27, 2023

Buying into a franchise can be a great option for those who are looking to start their own business from the ground up. Starting your entrepreneurial journey with a franchise does not necessarily mean an easier path, it just means you walk in with an established brand and structure already in place. In terms of the time and money you will ultimately spend, buying into and starting a franchise will be just as much work as starting a business on your own.

What are the major expenses involved in starting a franchise?

The first cost you will incur will likely be the franchise fee. Franchises charge this upfront fee as a way of recouping the costs of training, branding and the support they will provide. The average franchise fee is somewhere in the neighborhood of $30,000, but they can range from less than $10,000 to over $100,000. The franchise fee will depend on the size of the franchise you are buying into, and each individual franchise will have specific requirements to become part of the brand.

There may also be costs related to setting up a location. You may have rent payments and may have to pay for things like landscaping. You may need to have signs made, install new equipment and fixtures, buy new furnishings, and build-out a space.

Any new business will also need to bring in an initial inventory and purchase supplies. There may also be operational needs like advertising and payroll, so you will need to be certain that after all of your starting costs are covered, there is still enough capital left to cover your additional expenses until you are able to turn a profit.

How can you be sure that you have enough to get your franchise up and running and keep it running until a profit starts coming in? Ask questions, lots of questions, during the buying process. You will need to have at least a general idea of how much time per week you will need to work, and how much income you can expect to bring in if all goes well.

Does starting your own franchise location sound a little daunting?

If you are looking for the benefits of owning a franchise without the risk of creating an unproven location, then perhaps buying an existing franchise location is for you. Like with the purchase of other existing businesses you will be getting a turn-key, currently operating business with everything from build-out, staff and operating procedures already in place. The difference with a franchise location is you will need to pay a franchise fee to join the brand – but if you are looking for a business with instant name recognition and a well defined structure already in place this might be the path for you. Ask your business broker about the costs versus benefits of buying an existing franchise location or starting one from scratch.

Does buying a franchise seem like the right path for you, but you have additional questions? Would you like to know what franchise locations are currently for sale in your target area? Ask us! Leave a question or comment here and we will be happy to help.

Michael Monnot

Can You Really Run A Business From The Beach? Thoughts For Buyers

Published March 20, 2023

It’s an entrepreneurial dream. Owning a business run by a trusted management team that allows you to spend your days sipping drinks in a beach chair. It would be nice, right?

The problems come when a prospective business buyer thinks this goal could be realistic with any business or that all you have to do is pay for a business and then sit back, relax and let the checks come in. Nothing could be further from the truth.

While it is possible to get your new business to a point where you can be a semi-absentee owner, you will never be able to completely abandon your responsibility and it will take a while to get there.

What if you buy a business that is currently run as an absentee-owner business? Can’t you just walk in the door and take over this already existing arrangement? The short answer is no.

There are a few reasons. First, the seller’s trusted management system is theirs, not yours. Although it is sometimes possible to maintain management loyalty when a business passes to a new owner – it is not guaranteed that the management in place will have the same amount of loyalty to you.

This can also be a precarious position for a new owner. If you don’t understand the ins and outs of the business, the details of the business that are needed to keep it profitable can go unchecked because you may not know they are (or aren’t) happening. Let this go on for too long and what you will be left with is no business at all.

Is it possible to have an absentee-owner business? Yes, but you have to realize two things.

One, you will never be able to completely ignore your business. Two, there are a few things that need to happen before you can move to an absentee-situation.

First you need to find a good business to buy, and you need to run it yourself for a while (like at least a year) so you know all of the ins and outs. Then you will need to find a good management team (or a single manager if it is a small business) that you are able to trust. Have this management team work alongside you for about the next 6 months so you can be sure they are properly trained. As you begin to relinquish power and responsibilities to your management team, it is incredibly important that you enable this management team to do their job by giving them the power to hire and fire, the power to change inventory, etc. If you’re going to trust them to handle the reins, you have to give them the power to do so. You will also need to come up with a system that will keep you informed of everything going on within the business. Lastly, keep a close eye on your business, even if you aren’t there everyday. Make frequent unannounced visits, go over the financial records regularly, etc.

While it is possible to be an absentee owner in some types of businesses, the majority of business situations are going to require a much larger time commitment from you.

If absentee-ownership is your ultimate goal, bring this up in your initial discussion with your business broker so they can help you to find businesses where this system has the potential to work.

Have you ever considered owning a business, but would ultimately like to be fairly hands-off with the day-to-day operations? Do you have questions about the types of businesses that can be run successfully this way? Ask us! Please feel free to leave us a comment or question here, and we would be happy to help you find a business that fits your goals.

Michael Monnot

Why You Might Be The Reason Your Deal Falls Apart (And How To Keep It From Happening)

Posted in Buyers Articles, Sellers Articles

Published March 13, 2023

A deal falling apart is the worst, particularly when it happens as you approach the closing table. Deals don’t close for a myriad of reasons, but to prevent it from happening in yours it might help to know what the market currently shows in terms of the reasons why deals fail. The IBBA and M&A Source Market Pulse Survey from the last half of 2022 offers some insight into why deals collapse.

The report shows that for Main Street businesses ($2MM or less) the main reason deals don’t close is poor financials – which doesn’t just mean that your business accounting system consists of a box of crumpled receipts under your desk. It also means you may have misrepresented, not fully understood or embellished your numbers. Misrepresenting your numbers, whether intentional or not, is a bad look and can lead a buyer to mistrust you to the point that they no longer want to continue with the deal.

Across both Main Street and Lower Middle Market ($2MM to $50MM) the overall reason deals don’t close is an unrealistic seller value expectation. You may have a magic number in your head, you may have a figure you’d love to get for your business that is based on what you’ve invested over the years, you may have a written valuation from a professional that specializes in your industry – but in the reality of the business-for-sale market all of those numbers essentially mean nothing. Your business is actually worth what a buyer actually pays you for it.

Another major factor in the death of deals is time. The longer you make a buyer wait, the longer your business is listed, the longer the transaction takes to work it’s way through the process the more likely it is to die. People change their minds, the market fluctuates, life circumstances get in the way. The way to combat time as a killer is to be ready. Have your financials in order, prep (with your business broker’s help) the answers to commonly asked buyer questions and be proactive with buyer requests – handling them the moment they come in.

If you’re a business buyer, know going in that some really great businesses have records that are lackluster (in terms of organization) at best. Also understand that it can be incredibly difficult for a seller to put a number on all their years of hard work and investment. Be patient with your negotiations and ready to possibly dig through a box of receipts.

The moral of this story is although some reasons your deal might fall apart are out of your hands – most reasons are absolutely within your control. Go in ready, with realistic expectations and you’ll have a far better chance of seeing that closing table.

Do you have a Main Street business to sell and want to know what businesses like yours have recently sold for? Would you like to know how to get your financials ready for buyer’s eyes? Do you have questions about how to negotiate with a seller who has their business listed for an unrealistic price? Ask us! Please leave any questions or comments and we would be happy to help.

Michael Monnot

What’s In A Closing? An Explanation For Buyers + Sellers

Posted in Buyers Articles, Sellers Articles

Published March 6, 2023

When you start the process to buy or sell a business (especially if it’s your first time doing so) you will likely encounter some new lingo that you may or may not be familiar with. For instance, the process of buying and selling a business is referred to as a transaction, the professionals who help guide you through the process are known as business brokers and the end of the transaction is called a closing.

What is a closing exactly?

Put simply, a closing is the goal of every business-for-sale deal. It is the end point of the transaction and occurs when all parties included have signed all necessary documents, when the money has changed hands and the keys to the business are given to the new owner.

In many circumstances, this will all occur at one meeting, sometimes referred to as the closing table. All parties will arrive ready to sign and exchange the necessary funds and keys. The business brokers and business transaction attorneys will be present, and typically the funds for the sale will be in the hands of an escrow agent who will release them once the appropriate papers are signed.

In other transactions, the escrow agent acts as a kind of intermediary for the closing. Each party will receive and sign the necessary documents and then send them to the escrow agent. Once the agent has received everything needed for the closing from both parties, the funds in escrow will be released to the seller and the deal will then be officially closed.

Another aspect of the closing process usually involves a walk-through of the business and an inventory count. This is important because if equipment or inventory has changed, the selling price of the business may need to be adjusted.

The closing type and necessity of a walk-through will depend on the deal that has been reached and the preference of the parties involved. Ask your business broker about which type of closing you will likely see at the end of your specific transaction.

Are you a business buyer or seller with questions about the closing process? Would you like to know more about walk-throughs or inventory counts? Ask us! Please leave us a comment or question here and we will happily get those questions answered.

Michael Monnot