Buying/Selling a Business: The External View
There is the oft-told story about Ray Kroc, the founder of McDonalds. Before he approached the McDonald brothers at their California hamburger restaurant, he spent many days sitting in his car watching the business. Only when he was convinced that the business and the concept worked, did he make an offer that the brothers could not refuse. The rest, as they say, is history.
The point, however, for both buyer and seller, is that it is important for both to sit across the proverbial street and watch the business. Buyers will get a lot of important information. For example, the buyer will learn about the customer base. How many customers does the business serve? How often? When are customers served? What is the make-up of the customer base? What are the busy days and times?
The owner, as well, can sometimes gain new insights on his or her business by taking a look at the business from the perspective of a potential seller, by taking an “across the street look.”
Both owners and potential buyers can learn about the customer service, etc., by having a family member or close friend patronize the business.
Interestingly, these methods are now being used by business owners, franchisors and others. When used by these people, they are called mystery shoppers. They are increasingly being used by franchisors to check their franchisees on customer service and other operations of the business. Potential sellers might also want to have this service performed prior to putting their business up for sale.
Copyright: Business Brokerage Press, Inc.
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The Advantage of Buying an Existing Business
Most people think of starting a business from scratch, developing an idea, building a company from the ground up. Starting from scratch, however, has its disadvantages including – developing a customer base, marketing the business, hiring employees and creating cash flow … without any history or reputation to rely on.
To avoid these challenges, buying an existing business may prove to be the better solution. Buying an existing business has its advantages – including, but not limited to:
The Business Is Established.
An existing business is a known entity. It has an established and historical track record. It has a customer or client base, established vendors, and suppliers. It has a physical location with furniture, fixtures, and equipment in place. The term “turnkey operation” may be overused, but an existing business is just that, and more. New franchises may offer a so-called turnkey business opportunity, but it ends there. Start-ups are starting from scratch with all the disadvantages stated above.
The Business Has Existing Relationships.
In addition to the existing relationships with customers or clients, vendors, and suppliers, most businesses also have experienced employees who are valuable assets to the company. A buyer may already have established relationships with banks, insurance companies, printers, advertisers, professional advisors, etc., but if not – the existing business/owner does, and they can readily be transferred to the buyer as part of the acquisition.
The Business Isn’t “A Pig in a Poke”.
Starting a new business is just that: “a pig in a poke.” No matter how much research, time, and money you invest, there’s still a big risk in starting a business from scratch. An existing business has a financial track record along with established policies and procedures. A prospective buyer can see the financial history of a business – when sales are high and low, what the true expenses of the business are, and how much money an owner can make, and more. Also, in almost all cases, a seller is more than willing to stay on to teach and work with a new owner – sometimes free of charge.
An Existing Business Comes with A Price and Terms.
As stated above, an existing business has everything in place. The business is in operation and typically has an established selling price. Opening a new business from scratch comes with a great degree of uncertainty and can become a proverbial “money pit”. When purchasing an established business, a buyer knows exactly what he or she is getting for their money. In many cases, a seller is also willing to take a reasonable down payment and then finance the balance of the purchase price.
The “Unwritten” Guarantee.
By financing the purchase price, a seller is saying that he or she is confident that the business will be able to pay its bills, support the new owner, plus make any required payments to the seller.
Copyright: Business Brokerage Press, Inc.
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Non-Disclosure Agreements: GABB July 27
When buying a business, buyers usually must sign a non-disclosure agreement, or NDA, in order to review sensitive information about the business, including financial details, inventory, and legal matters. Legally,
Anyone who has not signed an NDA isn’t legally bound by it, attorney and GABB affiliate Stephen M. Levinson told the Georgia Association of Business Brokers on July 27.
To hear Steve’s presentation and the rest of the GABB meeting, click this link.
Here’s a PDF of Steve’s presentation: Levinson NDA presentation
Now in his 33rd year of consistent practice experience, Mr. Levinson handles matters in the areas of business law; business sales and acquisitions; business/contract disputes; construction disputes; and alternate dispute resolutions and has so-far closed approximately 1,500 business transactions. He has also previously lectured about business transactions before Georgia Agent/Broker Groups including lecturing before business brokers for state credit. Steve is also an experienced Mediator and Neutral since 2009 and the owner of Northside ADR.
Mr. Levinson received his B.S. in Political Science in 1983 from the University of Miami and SUNY Brockport and earned his law degree from Georgia State University in 1989. Steve was admitted to the Bar in February of 1989 and is admitted to practice in the U.S. Court of Appeals, Eleventh Circuit; the U.S. District Court, Northern District of Georgia; the Georgia Supreme Court; the Georgia Court of Appeals; and the State Courts throughout Georgia.
Beyond his law practice, Steve is the founder, and for many years, host of a weekly Nar-Anon family-peer support group serving those who deal with the addiction issues of loved ones and is also the co-founder and host of the Annual Deane W. Evans Memorial Golf Tournament, raising money to award merit based college scholarships to deserving high school students and doing other charitable work in memory of Deane Evans.
Steve and his wife Alison (high school sweethearts) are 34-plus year residents of Cherokee County and now live in Holly Springs. They are the proud parents of two adult sons, Alex and Aaron. They are active in many charitable endeavors and are longtime supporters and promoters of the Cherokee County Secret Santa Program, Atlanta Harm Reduction, Atlanta Community Food Bank, The Fulton County Canine Cellmates Program, Caring Hands Community (Kingston, NY), The Zaban Couples Shelter, Georgia Overdose Prevention, Friends of the Forlorn and other worthy causes.
The GABB is Georgia’s largest and most respected association of professionals who help people buy and sell businesses and franchises. Our association includes business brokers, lenders, appraisers, attorneys, business consultants and others who help business owners and entrepreneurs in many ways. Please review our directory if you are seeking a business broker or other professional.
For more information about the GABB, contact GABB President Judy Mims at 404-918-3666 or judy@childcare.properties, or GABB Executive Director Diane Loupe at diane.loupe@gabb.org or text her at 770-744-3639.
How Understanding Psychology Can Benefit Your Deals
We work closely with our clients to preserve the integrity of deals so that they have the best chance of a successful closing. An often-overlooked aspect of the process is understanding and embracing human psychology. In this article, we will explore some of the most common ways that psychology comes into play.
The Element of Time
It is critical that both buyers and sellers feel well prepared at every stage of the process. It is also essential that a certain momentum is established through every stage of the deal. When too many delays happen, this can start to derail deals.
Think about the Buyer and the Seller
For both parties, the buying or selling of a business is a life-changing event. For this reason, it is important that you invest the time to think about the point of view of the other people involved. No doubt, buying and selling can be stressful, so it’s important to take other people’s thoughts and feelings into account. You are not the only one who may be experiencing a little stress.
The Issue of Non-Active Partners
In some deals, non-active partners can pose challenges to finalizing deals. They often have different motivations than the seller who is in the role of running the business. In a situation where two sellers have divergent goals, it can pose a challenge to a deal. The best thing to do is to try to understand the point of view of each seller and help them both reach their respective goals.
Identify Influencers
Influencers and recommenders can have a powerful sway over both buyers and sellers. By influencers, this could mean accountants, lawyers, relatives, etc. In order for a deal to go through successfully, often these influencers must be identified and their viewpoints must be addressed. On a practical level, there are also other people involved that can interfere with a deal, such as landlords. It’s important to make sure that these individuals feel as though they will benefit from the success of the deal as well.
There are many moving parts needed to get to the finishing line. Human psychology plays a huge role in what decisions get made. It’s vitally important to take the time to consider what others involved in the deal might be thinking or doing. Your Business Broker or M&A Advisor will benefit you by getting to know all parties involved and taking the appropriate actions to ensure things are done to the satisfaction of all parties.
Copyright: Business Brokerage Press, Inc.
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Can Sellers Use Buyer Warning Signs to Their Advantage?
When buyers are looking to make a purchase, the most important step they can take is to perform due diligence on both the business and the seller. And yet, many sellers don’t their due diligence on buyers.
Deals fail all the time. Sadly, this means that all parties lose a tremendous amount of time and effort. Additionally, sellers not only waste time, but often lose money due to business disruptions while working with a prospective buyer.
Let’s look at a few warning signs that might identify a troublesome buyer. The sooner you spot these red flags, the sooner you can avoid potential problems.
Sellers should ask several key questions of buyers:. The list includes:
-What, if any, other businesses have you considered to date?
-How much equity will you be committing?
-Do you have any experience with my kind of business?
Sellers should look for warning signs early on to avoid wasting considerable time. Listen to your gut instincts. If you feel that a prospective buyer isn’t serious and may only be window shopping (or if you feel that the buyer is looking for a far greater deal than you are willing to provide), then simply move on. When you cut your losses early on, this frees you up to focus on prospective buyers that are a better fit.
What if your intermediary informs you that there has been no communication from the prospective buyer after they received the memorandum? Simply stated, this lack of communication could mean that the prospective buyer has changed their mind, or was never that serious in the first place.
Another red flag you might see is when the process is turned over to a junior member of the prospective buyer’s management team. Another is when the prospect doesn’t provide details or information concerning their financial capability to successfully complete the deal. If any of these three red flags pop up, you should consider being proactive. You and your broker might want to reach out to the prospective buyer and ask to meet to discuss the situation.
Warning signs can also occur just prior to closing. Even after the letter of intent has been signed, problems may arise. An inexperienced attorney representing the buyer, one that simply doesn’t understand what is involved in a deal, can doom what could have otherwise been a good deal. The same is true for an over aggressive attorney. One potential remedy for this situation is for your own attorney to intervene and discuss the situation.
Spotting warning signs is about more than not wasting everyone’s time. When you can observe these indicators and act effectively to address them, it can help keep deals on track. Working with a business broker or M&A advisor is an excellent way to not only spot red flags, but also to know how to respond appropriately. The end result will be more successfully completed deals.
Copyright: Business Brokerage Press, Inc.
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