what happens when I find a business to buy Archives

Published September 4, 2023

It might seem insignificant. You had an appointment with a broker for a call or you’re supposed to do a walk through of the business after coordinating with the brokers and the seller. What’s the harm if you let everyone know you can’t make it or if you forget and don’t show?

Keeping appointments is very, very important when you are trying to buy a business. It can make or break your journey to becoming a business owner.

Why?

When you buy someone’s business you aren’t buying a simple physical object. You’re buying someone’s blood, sweat and tears. Most business sellers care a lot about who buys their business because they want the business to continue as a success. They want their employees to be happy and keep their jobs. They want the brand they started to continue in the community.

A business buyer can’t just write a check. You need to have an amicable, professional relationship with the seller. You need them to trust you with their business. You need them to train you when you first take over. You need them to negotiate with you.

This is why it’s so crucial to keep all of your appointments in the business buying process.

Consider these thoughts:

Showing up when you said you would demonstrates commitment and professionalism.

When you’re in the process of buying a business, keeping appointments demonstrates your level of commitment and professionalism to the seller, the brokers, your prospective future commercial landlord and the like. It shows that you value their time and take the deal seriously. Consistently showing up (and showing up on time) for meetings and appointments establishes a positive impression, making it more likely that everyone involved will view you as a reliable and trustworthy part of the process.

Keeping appointments helps you build trust.

Buying a business involves a lot of negotiation and collaboration. Keeping appointments allows you to build trust and rapport with the seller. Trust is vital in a successful business transaction. It can lead to more open communication, smoother negotiations and a greater likelihood of finding solutions when inevitable problems arise.

Respecting everyone’s schedule and time can keep the deal on track.

Time is often of the essence in the business buying process. Missing appointments can lead to delays in decision-making, which might allow competing buyers to swoop in with a better offer or the business’s situation to change unexpectedly. Appointments often need to be made by coordinating the schedules of (at the very least) you as the buyer, the seller, the seller’s broker and your broker. Rescheduling this many parties can take a lot of time – time you might not have if something changes. Staying on schedule ensures that you have the necessary information to make timely decisions, helping you seize opportunities before they slip away.

Keeping appointments might seem like a minor detail in the grand scheme of buying a business – but the impact of this simple act can’t be understated. From building trust to making informed decisions, every aspect of the business buying process is influenced by your ability to honor your commitments.

Are you thinking about buying a business and hadn’t considered how important it it to keep appointments? Would you like to know more about why your relationship with the seller is so crucial to success? Ask us! Leave any questions or comments and we would be happy to help.

Michael Monnot

Business Buyer? How To Make Sense Of Add-Backs

Published July 10, 2023

Small businesses are complex, and this is especially true when trying to determine whether or not a business is listed for a fair price.

Taking a cursory glance at a tax return or a profit and loss statement can leave you scratching your head when comparing what you see with the listing price. How did the sellers get to that number?

The value of a business comes from it’s cash flow, meaning an operating business has value for a buyer because it generates money. This money isn’t all just cash, however, as an owner benefits from their business in a number of ways. For instance, many small business owners pay for personal expenses as part of their business to minimize their tax liability.

These owner benefits that are funneled through a business can make determining the value to a buyer a bit complicated. To help with clearing up any confusion there is a metric used to determine the value of a small business called Seller’s Discretionary Earnings, or SDE.

SDE simply means that you take anything personal that an owner gets from their business or anything that was a one-time expense (something a buyer wouldn’t have to repeat or worry about) – and you add that amount back into what the business makes so you can determine what the cash flow actually is.

What kinds of expenses get added back?

Discretionary expenses, like paying for a car or cell phone through the business. Think of these like perks that a buyer might not necessarily take, so that expense is added back in to show a buyer what the numbers look like without the added perks taken out.

Extraordinary expenses, like a very high salary paid to a family member who works in the business – a family member who would probably not be staying on once the business is sold. The amount of this salary that is above the industry norm would be added back into the business to normalize the payroll numbers. This way a new owner can see what the cash flow looks like with staff who only take a standard salary.

Non-Recurring expenses, like the cost of repairing water damage from a broken pipe. The new owner wouldn’t need to pay for something like this continually, so the one-time expense is added back in.

Non-Cash expenses, like depreciation. The tangible assets a business has, like the equipment or vehicles, will lose value over time. Although not the only factor in depreciation, you can think of this add-back as something related to what the business writes off for tax purposes.

Once all of these add-backs have been “added back”, you will be able to see the cash flow a business generates. This clearer picture will allow a prospective buyer to decide if a listing price is fair or not.

Still confused? Your business broker is there to help you untangle the parts of the small business world that are inherently complicated – like add-backs and listing prices. Talk to your broker if you think a listing price seems crazy or if you don’t agree with what was added back. They can make sense of the numbers – so you can make an informed choice about how much you would be willing to pay for a particular business.

Do you have more questions about add-backs? Would you like to know how sellers typically come up with listing prices? Ask us! Leave any questions or comments here and we would be happy to help.

Michael Monnot

Buying A Business? What To Expect When Headed For The Closing Table

Published June 26, 2023

If you think you might be ready to take the entrepreneurial leap, but don’t have a genius start-up idea you can work on in your garage – you don’t need one! Existing businesses get bought and sold everyday, some 500,000+ a year (a number that is on the rise as baby boomer owners enter retirement and list their businesses for sale). These existing businesses can instantly turn you into an entrepreneur, no start-up required.

If you’ve always wanted to be your own boss and think buying an existing business might be for you – the process is fairly straightforward. You can read more about the initial steps you’ll take here – but the last steps you take before the day you get handed the keys can be some of the most important.

Here’s a few to consider:

Complete a thorough and final round of due diligence on the information provided by the seller. Review all relevant documents, contracts, financial records and legal obligations to ensure there are no surprises or undisclosed issues. This step is crucial to confirm the accuracy of the information and ensure that the business is in the expected condition.

Work closely with your business broker and business transaction attorney to negotiate and finalize the purchase agreement/contract. This document outlines the terms and conditions of the sale, including the purchase price, payment terms, assets included and any contingencies. Ensure that the agreement reflects the agreed-upon terms and protects your interests as the buyer.

Identify and obtain any necessary approvals, permits or licenses required to operate the business legally. This may include licenses for specific industries or local permits. Talk to your business broker about what you’ll need from state and/or local regulatory agencies to ensure compliance with all legal requirements. You can read more about that here.

Develop a comprehensive transition plan with the seller to ensure a smooth handover of the business operations. Identify key employees involved in the transition process and communicate the plan effectively. Prepare any necessary training materials, transfer important documents and information, and ensure a seamless transfer of responsibilities. Use the entirety of the training period outlined in your purchase contract to your advantage and learn everything you possibly can from your seller.

Schedule a final walkthrough of the business premises with your broker to assess its condition and ensure that all assets included in the sale are in the expected state. Check that all equipment, inventory and fixtures are accounted for and in working order. Address any outstanding issues or discrepancies before the closing.

The last steps before reaching the closing table are crucial in finalizing the purchase of a small business. Completing due diligence, finalizing the purchase agreement, obtaining approvals and licenses, preparing for the transition and conducting a final walkthrough are all essential tasks. By carefully completing these steps, buyers can mitigate risks, address any outstanding issues and set the stage for a successful transition into their new business.

Are you new to the business buying process and have questions about these pre-closing tasks? Would you like to know more about what the transaction process looks like for the type of business you are interested in buying? Ask us! Feel free to leave questions or comments here and we would be happy to help!

Michael Monnot

Buying? Why You Need To Stay On Good Terms With The Seller

Posted in Buyers Articles

Published May 29, 2023

The people who buy and run businesses are a strong bunch. Lots of drive, lots of passion and typically a very type-A personality. When you get two people in a room with this personality type it can sometimes go south in a big way without a lot of provocation. This is an enormous problem if the people having issues are the buyer and seller of a business.

You aren’t going to like everyone you meet, and if you are buying a business you’ve fallen in love with you might very well hate the seller. Maybe the two of you have drastically different world views. Maybe you have drastically different visions for the future of the business. Maybe the negotiation of your deal got a little ugly at times. Whatever the reason you and the seller aren’t fans of each other it is absolutely in your best interest to maintain an amicable relationship with the seller.

Why? You will need them for a bit.

Business deals take a long time to get to a closing table. You might need to work with this seller for months on a deal and that will be vastly easier if you can be cordial to each other and keep things professional. It will also be easier to find points of compromise within the purchase contract.

In addition to the time it takes to put a deal together, most purchase contacts contain language spelling out the terms of a training period for a new owner – usually two weeks of training after the closing happens. If you can keep your relationship with the seller peaceful this training will be pivotal to a smooth transition and ensuring you know how to successfully run your new business. If a clash of personalities causes major problems you probably won’t have a very useful training experience.

The good news is if you aren’t a fan of the person selling your business – you don’t have to be. You just need to be able to keep it professional throughout the negotiation of your deal and then through the training process.

Have you considered some businesses for sale but weren’t a fan of the owners? Would you like to know strategies for dealing with a seller you don’t like? Ask us! Leave any questions or comments here, we would be happy to help.

Michael Monnot

The Issues You Find In Due Diligence – Is It A Big Problem Or Simply Less Than Ideal?

Posted in Buyers Articles

Published May 22, 2023

Due diligence. It’s the point in the business buying process where you start to really dig into the details (think contracts, inventory lists and the like). It’s a critically important step because it’s the step where you find out what you’re really buying. You should understand going in that you might come across some things that are less than ideal because all businesses are messy and complex. Absolutely every business has some sort of skeletons in the closet that will need to be addressed. Here are some common examples:

Long-Term Contracts

This could be anything from supplier contracts, employee contracts, your commercial lease and the like. You’ll inherit some of these contracts as-is and others (like your lease) will likely require some kind of renegotiation. Long-term contracts can be a problem if the owner before you chose (for example) a supplier whose products are inferior and/or more expensive than what you would have chosen but now you’re stuck. Although the supplier example here might not be ideal, the products are working as the business is able to remain operational – so you might just have to wait out the contract or find a way to buy yourself out. As far as your commercial lease is concerned, while you will need to renegotiate, you aren’t going to get a better deal than the owner before you. In many cases the rent will increase with a new tenant.

Old Equipment

Once you really get into inspecting the equipment, vehicles, furnishings, etc. that you’ll be inheriting as the new owner of a business you might discover that these physical aspects are older and either need maintenance, repair or replacement. An important thing to remember is that most equipment doesn’t need to be brand new or pretty to do what it needs to do. It just needs to work. With that in mind you will probably be able to negotiate what you’re paying if the equipment you need is in such bad shape you’ll immediately have to replace it.

Inflated Or Misrepresented Numbers

A cursory look at a single page P&L statement isn’t going to tell you much about how the business is actually doing. Neither will a simple chat with the seller. Once you really get into the numbers you might be disappointed that profits, margins and the like aren’t as good as you thought they were or were led to believe. The good news here is if the business isn’t making as much as the seller said it was you have a fairly strong argument for renegotiation to a lower price.

The message here isn’t to immediately run away when you find problems during due diligence. Instead, look at the issues more closely to see if they are big enough issues to warrant action such as a renegotiation of your deal.

Are you looking at businesses and want to know more about how to handle problems during due diligence? Do you have an experience to share where a business you were considering had much bigger problems than you were led to believe? Please feel free to leave any questions or comments, we would be happy to help.

Michael Monnot

How To Choose A Business You’ll Love

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