what paperwork is required to buy a business Archives - Page 9 of 10

Published July 22, 2019

Seller financing can make small business deals possible, as it allows buyers (who don’t have all the capital necessary or who are unable to raise funds through more traditional lending sources) the opportunity to buy a great business.

Our economy is in much better shape than it was during the recession, and as such the business market has changed. In the midst of the recession nearly all deals came with a fair share of seller financing as traditional lending was essentially nonexistent and any buyers in the market weren’t flush with cash. This was great news for buyers as they could consider businesses that would have otherwise been out of their range.

Now that the economy has dramatically improved, the tides of seller financing have turned.

First and foremost, the improved economy means there are more cash buyers coming to the table that will directly compete with those who need a seller financed deal. In terms of recently completed deals, seller financing still holds as a close second to cash, but now buyers need to come with at least 50% down if they hope to compete with other buyers and get a deal to closing. There are, of course, exceptions to this rule as every business deal is different – but the days of financing more than half of a transaction are probably gone for good.

It is also easier now than it was just a few years ago to get more traditional bank financing or a SBA (Small Business Administration) loan, but many financial institutions are still gun-shy about risky small business deals as the memories of the recession are still relatively fresh in everyone’s mind.

What if I can’t get a bank loan and the business that I’m interested in doesn’t qualify for a SBA loan? How can I get seller financing?

If you are interested in seller financing, let your business broker know as it will help in narrowing your purchase options. Your broker can look for business sellers who have indicated they would be open to a deal that includes some seller financing. Next, you need to be prepared to offer at least 50%, if not more, of the purchase price up front if you want any seller to take your seriously. No one is going to finance 100% of the deal or anything close to it.

Do you have more questions about financing options for the purchase of a small business? Would you like to know what the terms look like for a typical seller financed deal? Contact us today or leave us a comment or question here. We would be happy to help!

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

You Have Enough Time: Due Diligence For Business Buyers

Published July 8, 2019

If you are looking for businesses to buy, then you are probably frustrated by the paltry amount of information you are initially offered when a business peaks your interest. You sign a non-disclosure agreement and you may get nothing more than a few years of P&L statements and a highly abbreviated tax return.

How are you supposed to decide if a business is right for you if you can’t find anything out about the business you want to buy?

Due diligence.

Due diligence is the period of time after an initial offer is accepted where you as a buyer get to go through the business with a fine-toothed comb. Business sales are conducted this way because unlike other purchases – like a home or car – information about an operating business is often proprietary and needs to be kept strictly confidential in order to protect the business itself throughout the sales process (more information about why confidentiality is important can be found here). During due diligence you will be provided with basic business documentation and will also be given a chance to request other documentation you deem necessary.

How long do I have once due diligence starts?

The due diligence period is typically two weeks – plenty of time if you are using your time wisely. Two weeks is also plenty of time because due diligence doesn’t officially begin until AFTER all of your requested documentation is provided.

Two weeks? Are you serious? That hardly seems like enough time.

It absolutely is. By the time you get to the due diligence period, you will have had conference calls with the seller, face-to-face meetings, cursory information and initial questions already answered – the due diligence period is strictly a deep dive. Two weeks will be more than enough, especially if (as often happens) you are given a good chunk of the information you requested and it takes a week or two to get the rest. That will lengthen your due diligence period considerably and give you ample opportunity to decide if the business is right for you.

If, during your due diligence period, you decide that you don’t want to buy the business – you can walk away. This is another reason due diligence is relatively short. This period pulls a business off the market, so holding a business this way for an unnecessary length of time isn’t fair to the seller or to other buyers in the market who are also interested.

The message here is trying to force a seller to agree to a long due diligence period isn’t going to help you decide if a business is right for you. Using your time wisely during a two week due diligence period absolutely is. Ask your business broker about your concerns, and use their guidance during your due diligence period to get the most out of your time.

Are you considering buying a business but still don’t think two weeks is enough time for a proper due diligence? Would you like to know what types of special circumstances would lead to a longer due diligence period? Please ask us! Leave any questions or comments and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

Problems Later: What To Do When Due Diligence Wasn’t Enough

Published May 27, 2019

Buying a business can be a scary, scary thing. You’ve been over the numbers, you’ve sought expert advice and you’ve spent the entire due diligence period going over everything with a fine-toothed comb. Surely if there was some underlying issue or skeleton in the closet you’d have found it by now, right?

Well, maybe.

Businesses are complex, messy creatures. Taking the step into entrepreneurship by buying a business will require a bit of a leap of faith on your part.

Even if you go over everything line-by-line there’s a good chance there’s something you missed or something that couldn’t be foreseen.

Wait, what? I don’t want to buy a disaster!

If you’ve asked the right questions and spent your due diligence period actually doing your due diligence you probably won’t be walking into a mess. You will, however, be walking into a small business that will have it’s issues and ups and downs – it’s the nature of business ownership. There are going to be things that are completely out of your control, and you need to be mentally prepared for the things you will have to face.

Going into the process of buying a business already knowing that there will more than likely be problems somewhere down the line will better equip you when those issues come up. It’s far easier to deal with a problem you were expecting than to be blindsided.

This isn’t to say that you should be paralyzed by fear that the business you are buying has some hidden fatal flaw. You just need to remember that business ownership is inherently risky, so mentally prepare yourself for those risks and you will be ready to handle them when they happen.

Are you thinking about buying a business but are worried about hidden issues? Would you like to know more about the due diligence process? Please ask us! Leave any questions or comments and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

Don’t Drag Your Feet – It’s Costing You Money

Published April 29, 2019

Buying a business is a huge decision. You are deciding on a whole new life and are about to write a very big check.

We get that.

A minor case of cold feet is absolutely to be expected with a decision this big, but the mistake many business buyers make is they allow their cold feet to become a major problem. They let their hesitation overshadow their rational side – and they slow the buying process to a near halt.

This will always cost you money.

We aren’t saying that you should immediately buy the very first business you look at. You should absolutely take a reasonable amount of time to make decisions about the business you ultimately buy.

What we are saying is you shouldn’t procrastinate indefinitely. If you’ve found a good business – put in an offer. If you don’t, you risk several scenarios that will mean more money out of your pocket.

The sellers could decide to raise the price. Many new buyers think that this move is unfair, but a seller is completely within their rights to raise the price of their business if no written offers are currently on the table. If the business is experiencing a period of tremendous growth or if the sellers are seeing a lot of interest in their business and are hoping to cash in on the popularity of their listing – they might decide to get more bang for their buck and jack up the price. If you haven’t put in an offer, your only choice will be to pay the new price or move on.

You risk taking over the business out of season. If the business you are considering is in a seasonal market where businesses do well for part of the year and then have to survive the lean off-season (common in areas where tourism is big) dragging your feet could mean you get handed the keys right as the slow season starts. This could force you to eat up your working capital surviving until the busy season starts again instead of using that working capital to grow the business during the period of the year when customers are flocking in your door. Help yourself by using the timing of the sale to your favor. Don’t procrastinate yourself into a rough six months.

Another buyer might buy the business out from under you. Time is money, so if you are constantly losing out on good businesses because you are waiting too long and other buyers are pulling the trigger before you do – you will be perpetually stuck in the search phase of buying a business. It takes a fair amount of research time, search time, conversations, meetings, conference calls and the like to narrow down your business choices. Don’t waste all of that time (and therefore money) by prolonging your decision and losing out to a more decisive buyer.

You have every right to be nervous about your decision to buy a business, but the most successful small business owners are those who can be rational and decisive when it counts. Do yourself a favor and don’t wait.

Are you thinking about buying a business but are nervous about taking the plunge? Would you like to know more about the process to buy a business? Please feel free to leave any questions or comments and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

The NDA – Important Information For Business Buyers

Published March 14, 2019

If you are new to the business buying process, there are several steps that can seem very uncomfortable – like having to give potential sellers, business brokers and your possible new landlord access to proof of your finances (so those involved in the transaction can see proof that you can, in fact, afford the business you are about to buy). While initially unpleasant these steps are critically important for a successful business purchase.

One of the steps for new buyers that can seem unpleasant is the signing of non-disclosure agreements, or NDAs – but it is also one of the most important.

What is the NDA and why do you need to sign it?

The NDA is an agreement that says you will not disclose any of the information you are about to be given on a particular business – including the fact that it is this particular business that is for sale. Each business you request access to will require it’s own NDA, so the longer you shop for a business to buy, the more NDAs you will have to sign.

Confidentiality in business sales is of the utmost importance, so for the protection of the business and the protection of the seller the NDA is a must before any information is given to any potential buyer. It provides the seller of the business with legal protections – meaning legal consequences for a careless buyer who discloses anything about the business to someone they shouldn’t, even telling someone inappropriate that the business is for sale. Without this confidentiality people like the staff, the customers and the vendors might think the business is for sale because it is on the brink of failure (almost never true when a business is for sale) and will leave the business for better prospects somewhere else.

The importance of non-disclosure means if you as a buyer are uncomfortable with signing the NDA, you aren’t going to be able to buy a business. The NDA can’t be changed to suit your tastes, it can’t be amended to take the legal risks for you away – it is what it is. Sign it or don’t, but no seller in their right mind will allow a buyer anywhere near their business or their books without this all-important legal protection.

If it is the legal repercussions you are concerned about – you shouldn’t be. All you have to do is keep the information you are given to yourself. That’s it. If you tell your neighbor’s wife in a casual conversation at the mailbox that the business is for sale or you talk to your barber about the last three years of tax returns you’ve been shown – those potentially devastating disclosures will land you in hot water. If you talk to your broker, your attorney or your CPA about this business you are thinking about buying – there will never be a need to enforce the legal repercussions of the NDA.

NDAs are good for you as a buyer because they keep all potential businesses on the market safe from the disasters an inappropriate disclosure can cause. You don’t want you brand new business adventure to have been damaged by another careless buyer. You also want access to all of the proprietary and financial documentation possible before you buy so you can sure about your purchase before you write a big check. The NDA provides for both.

Don’t be nervous about signing the NDA, as long as you do what’s asked of you by keeping the information to yourself – it will get you one step closer to owning your own business.

Do you have questions about the legal repercussions of the NDA? Would you like to know more about the process of buying a business? Ask us! Please feel free to leave any comments or questions here and we will be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

Dishonesty, Procrastination And Red Tape – A Cautionary Lesson For Business Buyers

Published February 25, 2019

Buying a business involves a lot of paperwork and red tape – what can sometimes seem like mountains of the stuff.

When mired in this sea of required documentation and applications, there can be times when you are tempted to skip a few steps and just bet on not getting caught.

This is a HUGE mistake, for a number of reasons.

Reason one? It could be considered fraud.

If you are filling out those mountains of applications for financing, fudging the paperwork could ultimately land you in very hot water. Lying about anything, even something small, will almost assuredly come up when the lending institution (be it a bank or the Small Business Administration) goes over everything with a fine tooth comb before they write you a check. It would be very bad for their own business if they were in the habit of overlooking items that would otherwise prevent a loan from happening. Cover yourself from fraud charges or denial of funding down the line and be absolutely honest.

Reason two? It could mean your licenses get revoked.

If you are buying a business that requires some type of licencing, like most do, your applications for those licenses will seem never-ending. Skipping necessary steps, fudging a bit in your answers, procrastinating and missing deadlines or just not applying for the license at all will likely mean you have to close the business doors when you get caught. Licencing agencies get paid to ensure everyone is following the rules, and they have the right to revoke your licenses and close your business if they catch you trying to bend or break those rules. Do yourself and your investment a favor and don’t skimp on your licencing requirements.

Reason three? Fines, fines, fines.

Even if you manage to escape fraud charges or license revocations, if you get caught or miss an important deadline you will absolutely be slapped with what can quickly add up to debilitating fines. Again, the bankers and agencies you are dealing with have punishments like fines in place to ensure everyone follows the rules. Don’t spend exorbitant amounts of money unnecessarily. Do the paperwork right the first time.

We aren’t trying to scare you, we are trying to give you an honest look at what can happen when you think you can bend or break the rules.

The paperwork might seem never-ending, but it’s very manageable if you stay on top of it – and every operating business out there got it done.

There is also help available if you feel overwhelmed. Ask your business broker for help, or you can hire someone who specializes in licenses for businesses. The message here is do it right so you won’t get caught.

Do you have questions about the licensing requirements for the types of businesses you are interested in? Would you like to know more about the services available to help you? Ask us! Please leave questions or comments here and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

Buying A Business? 3 Financing Options

Published February 4, 2019

If you are looking at buying a business, you may not have the full amount you would need to make an all-cash offer – so financing options might need to be considered.

If I need financing, what options are available?

Traditional Loans

You may be thinking that you can just head down to your local bank and take out a loan to help you buy a small business, but this option will probably have to be taken off the list. Traditional lending institutions are very gun-shy about financing small businesses.

If you are entering the world of small business ownership you already know that starting a small business is a risky venture. You are trying an unproven product or service in an unproven location with unproven operating methods.

Buying an existing small business removes the “unproven” part of the equation – good news for business buyers – but a traditional lending institution is only looking at the risk. For most prospective business buyers, a traditional loan from a traditional lending institution probably isn’t on the table.

The Small Business Administration (SBA)

Some businesses on the market and some buyers who are considering those businesses will qualify for a loan from the U.S. Small Business Administration – just be aware that because this is a government program it comes with it’s fair share of paperwork and red tape.

Both the business and the buyer themselves will have to meet the qualifications necessary, but in some instances this can be a great financing option for those looking to buy a small business. If you would like to know more about financing options from the SBA, click here to visit SBA’s website or click here to contact us with questions about this lending option.

Seller Financing

Most small business transactions involve this third type of financing, where a buyer puts down a down payment (typically 50% or more) and the seller finances the rest.

This is a great financing option for several reasons. A seller who is willing to keep some skin in the game speaks volumes about their confidence in the future of the business – and it gives opportunities to future business owners who may not have been able to find more traditional lending options.

If you can’t get a traditional loan, and SBA financing isn’t in the cards – talk to your business broker about the possibility of seller financing and about what businesses on the market are currently offering this type of financing. Want to learn more about how seller financing works? Click here to read Seller Financing: The Business Buyer’s Guide.

The opportunity to buy a business can come in many forms. The financing option that suits you best and is available for the business you are interested in will vary – just ask your broker about your options.

Do you have questions about how to qualify for a loan from SBA? Would you like to know what currently available businesses are offering seller financing? Please feel free to leave comments and questions here and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

A Fair Price Or Are They Dreaming? Small Business Listing Prices

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

Published January 28, 2019

As a business buyer, the number that will be at the center of your attention throughout the business transaction is the purchase price.

How much are you willing to pay for the business, and how does the seller arrive at their asking price?

These are important considerations, and as you progress through the due diligence phase, you will be deciding if you think the price is fair. What parts of a business will you need to consider when determining the price you are wiling to pay?

Cash Flow and Contracts

In order to determine the cash flow of the business you will need to examine financial statements, sales records, and tax returns for the last few years.

This is a great time to enlist the help of your business broker and possibly an accountant who is familiar with analyzing business transactions. Both will have the experience necessary to determine what the records really show in terms of how the business has been doing. It is impossible to gauge the health of a business by simply looking at the bottom line of tax returns – more analysis will be necessary.

You can also have your business broker determine the operating ratios of the business, as these ratios can be a good indicator to compare against industry standards.

Examine any and all contracts and agreements the business currently has. These include purchase agreements, leases, contractor agreements, and any other legal instruments.

Inventory

What is the inventory? The inventory includes any materials and products that are used for resale or for client services.

It is very important that you personally and a trusted and qualified representative (like your business broker) are present for and participate in any inventory examination.

You will need to know the inventory status in order to give it a proper evaluation. You should also request the inventory counts from the end of the previous fiscal year.

You may need to have the inventory appraised if you are unable to properly appraise it yourself. The inventory counts as a hard asset, so you will need to know what dollar value to assign to it.

An important point to keep in mind is the value of the inventory is something that can be negotiated. If the inventory is incompatible with your future target market, or in poor condition – these are points to be brought up during negotiations.

Equipment and Furnishings

These parts of the business are important in terms of value because they are considered hard assets, so you will need to know what furnishings, equipment (like kitchen appliances in a restaurant), and vehicles are part of the deal.

For any equipment you will need the name and model number for each piece, the present condition, the value when purchased, the current value, and whether the equipment was leased or bought.

You will also need to consider what kinds of changes and improvements to the building will be needed in order to suit your future business plan. Find out what the seller invested in terms of maintenance and leasehold improvements so you will know what it will take to keep the facility in good condition.

The price of a business may change based on the economic climate or on the motivation of the seller, but in all reality the price of a business is what a buyer is willing to pay for it. Take a good look at the inventory and other hard assets, along with the cash flow and records of the business before you head to the negotiation table with a number you consider fair.

Do you have more questions about how you as a buyer can determine if a price is fair? Would you like to know more about the importance of cash flow? Ask us! Please feel free to leave any questions or comments and we would be happy to help.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

BEFORE You Get On The Plane – A Successful Business Buyer Trip

Published October 22, 2018

The rapid approach of another holiday season and the end of the year can cause a budding entrepreneur to rethink their current life and consider other options. New buyers come to the market curious about what life might be like as the owner of a business, and many who are visiting from northern climates experience the beautiful winter weather of Florida and seriously consider a move south.

There are amazing business ownership opportunities in the Sunshine State, and we would love to help you find the one that is right for you – but there is one very important element of the business buying process that buyers should know long before they set foot on a plane.

You absolutely, positively can’t call about a business one day and see it the next.

This one is frustrating for both business brokers and buyers alike. If you call us today and tell us you are only in town for another 24 hours and you want to see one of our businesses – the answer is no.

We would love to accommodate you, but it just isn’t possible, especially during this time of year.

In order to see a business, we would have to know that the business is right for you and that it is a business you could successfully afford. There is no sense in wasting your time looking at businesses you couldn’t or wouldn’t want to buy. Then you would have to sign the appropriate non-disclosure agreements. Then a showing would need to be coordinated between your schedule, the schedule of your broker, the schedule of the seller’s broker, the schedules of the sellers themselves and at a time when the business isn’t operating or when the employees will not be around (for confidentiality reasons).

This complicated mix of conversations, paperwork and meshing of schedules is going to be extremely tough during the holiday months in particular because many of the necessary parties are traveling or hosting family and won’t be available.

It is possible, however, for all of the necessary background, non-disclosure agreements and schedule juggling to be done – with enough notice. Just realize that 24 hours or even a few days aren’t going to be enough.

If you are considering taking a trip south and looking at businesses, make contact with a broker and work on setting up these visits before you even buy your plane tickets.

We say this because we want your business search to be successful and we want you to find and see businesses that are right for you. The right business for you is going to depend on things we can’t know about you until we’ve had a chance to talk to you about your goals for business ownership and the amount of money you actually have available to buy a business. The right business for you will also be found by looking at many listings, reviewing financial statements and having conference calls with multiple sellers – all long before you set foot in an actual, physical business.

We also want you to be able to make the most out of your time here – so by researching and vetting the businesses that meet with your goals, by already talking to sellers via conference call – you can efficiently see the two or three businesses you are already serious about buying when you come for a visit.

Set yourself up for business buying success by starting your search before you buy your tickets to Florida!

Are you a buyer who has tried to see a business last-minute and would like to know more about why this isn’t possible? Are you curious about the business ownership opportunities available in Florida? Ask us! Leave any questions or comments here, and we would be happy to help you on your journey to business ownership.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907

Buying A Business With A Partner? Why You Need A Break-Up Contract

Posted in Buyers Articles

Published September 6, 2018

Buying a business is a huge and sometimes overwhelming project, one that can oftentimes be better handled with a business partner to share the load. A good partnership means sharing the responsibilities, costs and schedule that buying and owning a business demands. Good business partners both bring their own unique and complementary skills to the table – allowing the partnership to help the business grow.

A good business partnership also has one all-important thing. A break-up contract.

What’s a break-up contract?

Similar in nature to a prenuptial agreement before a wedding, a “break-up” or partnership contract is an iron-clad and very detailed contract business partners sign that clearly states – in writing – the what and how if one of the partners decides to (or needs to) leave the business.

I’m buying a business with my best friend of 20 years, we don’t need a break-up contract.

Yes, you 100% do. Business partnerships fall apart every day, and sometimes it isn’t even because the relationship between the partners has soured. What if your best friend of 20 years gets divorced and his now ex-wife wants the business sold so she can have back the money they invested as a married couple when you first bought it? What if you have to leave to take care of a sick parent overseas and won’t be able to contribute to the business anymore? Having a predetermined plan in place makes the split easy at a time when life probably isn’t.

My business partner is going to think I don’t trust them if I ask to put together a contract like this.

First, if your business partner is making a judgement like this – they aren’t keeping their personal feelings out of what should be a purely business decision. Second, if you are worried that you might offend your partner – open the discussion by saying you both need to have a plan in place so the business can survive if something happens to one of you.

This seems like an unnecessary step.

Even if your business partnership ends amicably down the road, not having a contract in place can mean massive legal bills for both of you when it does happen. This is especially true if the split comes because of something like a divorce. You need to spend the small amount of effort and money now to protect both of you and the future of the business.

The message here is every business partnership will eventually end. That end can be a painful and expensive nightmare, or you can plan ahead and put together a business partnership contract that lays out what happens instead.

Are you thinking about buying a business with a partner, but hadn’t considered a “break-up” contract? Do you have questions about what a contract like this might look like? Please feel free to leave any comments or questions here.

Michael Monnot

941.518.7138
Mike@InfinityBusinessBrokers.com
12995 South Cleveland Avenue, Suite 249
Fort Myers, FL 33907