Before buying any business, a seller must ask questions, lots of questions. If there is ever a time where one should not be shy, it is when buying a business. In a recent article from Entrepreneur magazine entitled, “10 Questions You Must Ask Before Buying a Business”, author Jan Porter explores 10 of the single most important questions prospective buyers should be asking before signing on the dotted line. She points out to remember that “there are no stupid questions.”
The first question highlighted in this article is “What are your biggest challenges right now?” The fact is this is one of the single most prudent questions one could ask. If you want to reduce potential surprises, then ask this question.
“What would you have done differently?” is another question that can lead to great insights. Every business owner should be an expert regarding his or her own business. It only makes sense to tap into that expertise when one has the opportunity. The answers to this question may also illuminate areas of potential growth.
How a seller arrives at his or her asking price can reveal a great deal. Having to defend and outline why a business is worth a given price is a great way to determine whether or not the asking price is fair. In other words, a seller should be able to clearly defend the financials.
Porter’s fourth question is, “If you can’t sell, what will you do instead?” The answer to this question can give you insight into just how much bargaining power you may have.
A business’ financials couldn’t be any more important and will play a key role during due diligence. The question, “How will you document the financials of the business?” is key and should be asked and answered very early in the process. A clear paper trail is essential.
Buying a business isn’t all about the business or its owner. At first glance, this may sound like a strange statement, but the simple fact is that a business has to be a good fit for its buyer. That is why, Porter’s recommended question, “What skills or qualities do I need to run this business effectively?” couldn’t be any more important. A prospective buyer must be a good fit for a business or otherwise failure could result.
Now, here is a big question: “Do you have any past, pending or potential lawsuits?” Knowing whether or not you could be buying future headaches is clearly of enormous importance.
Porter believes that other key questions include: “How well documented are the procedures of the business?” and “How much does your business depend on a key customer or vendor?” as well as “What will employees do after the sale?”
When it comes to buying a business, questions are your friend. The more questions you ask, the more information you’ll have. The author quotes an experienced business owner who noted, “The more questions you ask, the less risk there will be.”
Business brokers are experts at knowing what kinds of questions to ask and when to ask them. This will help you obtain the right information so that you can ultimately make the best possible decision.
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A recent article on Businessbroker.net entitled, First Time Buyer Processes by business broker Pat Jones explores the process of buying a business in a precise step-by-step fashion. Jones notes that there are many reasons that people buy businesses including the desire to be one’s own boss. However, he is also quick to point out that buyers should refrain from buying a business that they simply don’t like. In the quest for profits, many prospective owners may opt to do this, but it could ultimately lead to failure.
Step One – Information Gathering
For Jones, there are seven steps in the business buying process. At the top of the list is to gather information on businesses so that one has an idea of what kind of businesses are appealing.
Step Two – Your Broker
The second key step is to begin working with a business broker. This point makes tremendous sense; after all, those new to the business buying process will benefit greatly from working with a guide with so much experience. Business brokers can gain access to information that prospective business owners simply cannot.
Step Three – Confidentiality and Questions
The third step in the process is to sign a confidentiality agreement so that you can learn more about a business that you find interesting. Once you have the businesses marketing package, you’ll want to have your broker schedule an appointment with the seller. It is vitally important that you prepare a list of questions on a range of topics. There is much more to buying a business than the final price tag. By asking the right questions, you’ll be able to learn more about the business and its long-term potential.
Step Four – Evaluation
In the fourth step of the business buying process, you’ll want to evaluate all the information that you have received from the seller. Once again, a business broker can be simply invaluable, thanks to years of hands-on experience, he or she will know how to evaluate a seller’s information.
Step Five – The Decision
In the fifth step, you’ll need to decide whether or not you are making an offer. If you are making an offer, you will, of course, want it to be written and include contingencies.
If your offer is accepted, then the process of due diligence begins. During due diligence, you and your business broker will look at everything from financial statements to tax returns. You will evaluate the company’s assets. Again business brokers are experts at the due diligence process.
Buying a business is an enormous commitment. Making certain that you’ve selected the right business for you is one of the most critical decisions of your life. Having as much competent and experienced help as possible is of paramount importance.
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By Peter Siegel, Founder of BizBen.com (California Businesses For Sale), the BizBen Network
When you buy a small business, you want to be successful. But to do that, you must be able to look objectively at the company and determine whether or not it is a business that will be able to grow into the future. Many small businesses have succeeded by being on the cutting edge at one time or another. Businesses that survive long term, growth industries, are those that can change and grow along with the changing needs of their consumer. Regardless of what the financials say, a business that is not adaptable may be at the end of its life cycle.
As you look at potential business opportunities, think about where the business is in terms of its life cycle and try to find a vision for future growth if the current owner doesn’t have a plan in place. If you’d like to know that the small business you are buying is going to be in demand for a while, consider buying one in an industry that is projected to grow. Here is my list of small business opportunities in industries that are expected to grow.
#1 – Green Construction
The construction industry was hit hard by the recession. The industry has had to suffer through consumer’s pulling back on doing large home improvements and from building new homes because they couldn’t afford to and because there was a level of uncertainty around what the future would hold. As the economy starts to improve, many consumers are still focused on ways to save money and live more efficiently so going green is becoming a priority.
Consumers aren’t the only ones interested in going green. Business owners are also following this trend as a means of being more efficient and spending less. With that, I anticipate that companies certified in creating green spaces will be in demand in the future. As more and more consumers go green, they will want their homes and their businesses to follow and the demand for companies that can provide green spaces will increase.
If you are considering buying into this industry, I recommend you know something about construction. Experience will be beneficial in running a successful business. Consider buying include construction companies certified in green building, companies that install solar panels or a green consulting company which evaluates a space and make recommendations on how to improve its efficiency. You can find businesses that are either franchises or independently owned in this category.
#2 – Fast Casual Dining
While fast food franchises still remain a popular option for meals on the go, a new trend in on-the-go eating has emerged over the last several years and I anticipate it will continue to grow into the future. The movement to fast casual dining is taking the restaurant industry by storm. Chains such as Panera Bread and Chipotle have grown tremendously since entering the market. Consumers seem to like the ability to be able to sit down for a casual meal that is better quality than fast food but not as time consuming as a restaurant.
Another trend in this industry is the birth of the food truck. We’ve been hearing about them for a while now and some food trucks have really gained quite a large following of loyal customers. Small business opportunities in this industry for you to consider buying include food trucks and restaurant franchises. Even though fast casual dining is a bit different than a full blown restaurant, you should still understand what you are getting into before you buy into this industry so do your due diligence before making any decisions.
#3 – Professional Services — Accounting, Healthcare, Consulting
As the world that we live in gets more complex, the need for professional services increases and I’m seeing a particular demand in accounting businesses, consulting, and private healthcare practices. Accounting may not be the “sexiest” occupation, but accountants and their services are in demand. As people’s finances become more complex we are seeing less do it yourself accounting and more individuals turning to a professional to help with everything from monthly accounting to annual tax preparation. Most businesses use a professional accountant in one way or another but again, as the complexity of our global economy increases, more businesses are requiring additional services from professional Accountants.
As Baby Boomers continue to age, they are creating a demand for more healthcare-related professional service businesses. This includes everything from private healthcare practices to healthcare specialists like physical therapists to home healthcare aides. The population is going to continue to age and need these services. On top of that, with the introduction of the Affordable Healthcare Act more Americans will have access to health insurance so the demand for healthcare professionals may again increase as a result.
Let’s not forget about Consultants! Starting a business and staying open is becoming harder and harder as the economy, consumers and technology continues to change. Businesses are hiring Consultants to help them navigate this unique business environment and you can find a Consultant that specializes in just about everything these days. This increasing demand for professional guidance in specific areas of business is causing this to be a growing segment of the professional services industry.
While buying a professional services practice may sound like a great idea, these are three areas where I’d definitely recommend you have experience before buying. So what I am saying is if you are a restaurant owner looking for change, buying an accounting practice probably isn’t going to be the right fit but if you’ve just become a CPA and the practice you interned at is up for sale, you should consider buying it because it is likely to be a business that will be around in the future.
When it comes to the professional services industry, many of the small business opportunities that are available for you to purchase are likely to be independently owned. Also, be aware a lot of professional practices don’t get sold on the open market. Many change hands by being passed down to family or employees so finding one for sale may be more difficult than finding other types of businesses.
#4 – Repair Services
Consumers are hesitating to buy new. Instead of replacing it, they are repairing it. For millions of Americans who are still recovering from the recession, repairing has become a way of life. Repair businesses from home improvement companies to car repair businesses have seen an improvement in their business when other companies were slowing down.
Small business opportunities in this industry for you to consider buying include home repair businesses, auto repair shops, a clothing repair or alterations business and computer repair.
#5 – Self-Help and Individual and Family Services
We have become a nation of people who are constantly trying to better than themselves. A group of people trying to do more, be more and live better, Americans are looking for help in finding out how they can be the best they can be. The result is that the self-help industry is booming, and I anticipate its growth to continue well into the future. Self-help and self-improvement initiatives started gaining momentum as early as the 1930s and today Americans spend around $11 billion on this industry. Falling into this category is everything from motivational speaking seminars, networking and wealth-building instructional DVDs, guidance books and more. This segment of the industry presents an opportunity for a solopreneur to write a book, produce a DVD or become a speaker so if you have experience and are successful in an area of life that many people struggle in, you may have an opportunity to create a small business out of it.
Also growing in popularity is the individual and family services industry. In my opinion, self-help and this industry go hand in hand because they are both focused on improving lives. When it comes to individual and family services, more and more people are going to start hiring professionals to help them get through whatever is plaguing them; drug addiction, marital problems, mental issues, etc.
This presents an increasing demand for another branch of professional service businesses that are going to grow into the future. As I said before, these are businesses that you should really have some experience in before buying one.
About The Author: Peter Siegel, MBA, is the Founder of BizBen.com (California Businesses For Sale), the BizBen Network, and is the Director of the successful BizBen ProBuy Program (90% success rate) for business buyers. He has recently published an eBook on How To Buy A California Small Business that is available online. If you need assistance in your search to buy (or finance the purchase of) a California business and would like to speak with Peter Siegel, phone him direct at 866-270-6278.Read More
Every business has to be concerned about maintaining confidentiality. When business owners are getting ready to sell their business, they often become somewhat obsessed with confidentiality.
It goes without saying that owners don’t want the word that they are selling to spread to the public, employees or most certainly their competitors. Yet, there is something of a tug of war between the natural desire for confidentiality and the desire to sell a business for the highest amount possible. At the end of the day, any business owner looking to sell his or her business will have to let prospective buyers “peek behind the curtain.” Let’s explore some key points that any good confidentiality agreement should cover.
At the top of your confidentiality list should be the type of negotiations. This aspect of the confidentiality agreement is crucial because it stipulates whether the negotiations are secret or open. Importantly, this part of the confidentiality agreement will outline what information can be revealed and what cannot be revealed.
Also consider the duration of the agreement. Your agreement must clearly define how long the agreement is in effect. If possible, your confidentiality agreement should be permanently binding.
You will undoubtedly want to outline what steps will be taken in the event that a breach does occur. Having a confidentiality agreement that spells out what steps you can take if a breach does occur will help to enhance the effectiveness of your contract. You want your prospective buyers to take the document very seriously, and this step will help make that a reality.
Special considerations should also be clearly defined for the business in question. Patents are a good example. A buyer could learn about inventions while “kicking the tires,” and you’ll want to be quite certain that any prospective buyer realizes that he or she must maintain confidentiality regarding any patent-related information.
Don’t forget to include any applicable state laws, especially if the prospective buyer is located outside of your state.
A confidentiality agreement is a legally binding agreement. All parties involved must understand this critical fact. Investing the money and time to create a professional confidentiality agreement is time and money very well spent. An experienced business broker can help you navigate not just the confidentiality process, but also the entire process of buying and selling a business.
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Goodwill can enhance the value of your business, but what does the term mean when buying or selling a business?
Usually, the term “goodwill” is a reference to all the effort that a seller puts into a business over the years that he or she operates that business. In a sense, goodwill is the difference between an array of intangible, but important, assets and the total purchase price of the business. Don’t underestimate the value of goodwill in the long-term and short-term success of any given business.
Goodwill is defined by Investopedia as an intangible asset associated with the purchase of one company by another. An intangible asset can be thought of as asset that is carried on the balance sheet, and it may include a company’s reputation or a recognized name in the market, according to the M&A Dictionary. If a company is purchased for more than its book value, then the odds are excellent that goodwill has played a role.
Goodwill most definitely contrasts and should not be confused with “going concern value.” Going concern value is usually defined as the fact that a business will continue to operate in a fashion that is consistent with its original intended purpose instead of failing and closing down.
Examples of goodwill vary. Some of the more common and interesting examples:
- A strong reputation
- Name recognition
- A good location
- Proprietary designs
- Trade secrets
- Specialized know-how
- Existing contracts
- Skilled employees
- Customized advertising materials
- Technologically advanced equipment
- Custom-built factory
- Specialized tooling
- A loyal customer base
- Mailing list
- Supplier list
- Royalty agreements
In short, goodwill in the business realm isn’t easily defined. For example, standards require that an outside expert annually value companies which have intangible assets, including goodwill. A business owner simply can’t claim anything under the sun as an intangible asset.
Understanding what is a real and valuable intangible asset or example of goodwill can be a key factor in the buying and selling process. Whether you are buying or selling a business, you should leverage the know how of seasoned experts. An experienced business broker will be familiar with goodwill and how to properly evaluate the worth of it in setting a valuation for your business. A business broker guide you in both understanding and presenting goodwill variables, as well as steer you though the buying and selling process.
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