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Common Buyer
Questions
Why Should I Buy A Business
Rather Than Start One?
An existing business has a
track record. The failure rate in small business is
largely in the start-up phase. The existing business
has demonstrated that there is a need for that
product or service in a particular locale. Financial
records are available along with other information
on the business. Most sellers will stay and train a
new owner and most will also supply financing.
Finding someone who will teach you the intricacies
of running a business and who is also willing to
finance the sale can make all the difference.
What Is The Real Reason
People Go Into Business For Themselves?
There have been many surveys
taken in an attempt to answer this question. Most
surveys reveal the same responses, in almost the
same identical order of priority. Here are the
results of a typical survey, listed in order of
importance:
- To do my own thing,
control my own destiny.
- Don't want to work for
someone else.
- To better utilize my
skills and abilities.
- To make money.
*It is interesting to note
that money is not at the top of the list, but comes
in fourth.
How Are Businesses Priced?
Generally, at the outset, a
prospective seller will ask the business broker what
he or she thinks the business will sell for. The
business broker usually explains that a review of
the financial information will be necessary before a
price or a range of prices can be suggested for the
business.
Most sellers have some idea
about what they feel their business should sell for
- and this is certainly taken into consideration.
However, the business broker is familiar with market
considerations and, by reviewing the financial
records of the business, can make a recommendation
of what he or she feels is what the market will
dictate. A range is normally set with a low and high
price. The more cash demanded by the seller, the
lower the selling price; the smaller the cash
requirements of the seller, the higher the price.
Since most business sales are
seller-financed, the down payment and terms of the
sale are very important. In many cases, how the sale
of the business is structured is more important than
the actual selling price of the business. Too many
buyers make the mistake of being overly-concerned
about the full price when the terms of the sale can
make the difference between success and failure.
An oft-quoted anecdote may
better illustrate this point: If you could buy a
business that would provide you with more net profit
than you thought possible even after subtracting the
debt service to the seller, and you could purchase
this business with a very small down payment, would
you really care what the full price of the business
was?
What Should I Look For?
Obviously, you want to consider
only those businesses that you would feel
comfortable owning and operating. "Pride of
Ownership" is an important ingredient for success.
You also want to consider only those businesses that
you can afford with the cash you have available. In
addition the business you buy must be able to supply
you with enough income - after making payments on it
- to pay your bills.
However, you should look at a
business with an eye toward what you can do with it
- how you can improve it and make it more productive
and profitable. There is an old adage advising that
you shouldn't buy a business unless you feel you can
do better than the present owner. Everyone has seen
examples of a business that needs improvement in
order to thrive, and a new owner comes in and does
just that. Conversely, there are also cases where a
new owner takes over a very successful business and
not soon after, it either closes or is sold. It all
depends on you!
What Does It Take To Be
Successful?
Certainly, you need adequate
capital to buy the business and to make the
improvements you want, along with maintaining some
reserves in case things start off slowly. You need
to be willing to work hard and, in many cases, to
put in long hours. Unfortunately, many of today's
buyers are not willing to do what it takes to be
successful in owning a business. A business owner
has to, as they say, be the janitor, errand boy,
employee, bookkeeper and "chief bottle washer!" Too
many people think they can buy a business and then
just sit behind a desk and work on their business
plans. Owners of small businesses must be "doers."
What Happens When I Find A
Business I Want To Buy?
When you find a business, the
business broker will be able to answer many of your
questions immediately or will research them for you.
Once you get your preliminary questions answered,
the typical next step is for the broker to prepare
an offer based on the price and terms you feel are
appropriate. This offer will generally be subject to
your approval of the actual books and records
supporting the figures that have been supplied to
you. The main purpose of the offer is to see if the
seller is willing to accept the price and terms you
offered.
There isn't much point in
continuing if you and the seller can't get together
on price and terms. The offer is then presented to
the seller who can approve it, reject it, or counter
it with his or her own offer. You, obviously, have
the decision of accepting the counter proposal from
the seller or rejecting it and going on to consider
other businesses.
If you and the seller agree on
the price and terms, the next step is for you to do
your "due diligence." The burden is on you - the
buyer - no one else. You may choose to bring in
other outside advisors or to do it on your own - the
choice is yours. Once you have checked and approved
those areas of concern, the closing documents can be
prepared, and your purchase of the business can be
successfully closed. You will now join many others
who, like you, have chosen to become self-employed!
Why Should I Go To A
Business Broker?
A professional business broker
can be helpful in many ways. They can provide you
with a selection of different and, in many cases,
unique businesses, including many that you would not
be able to find on your own. Approximately 90
percent of those who buy businesses end up with
something completely different from the business
that they first inquired about. Business brokers can
offer you a wide variety of businesses to look at
and consider.
Business brokers are also an
excellent source of information about small business
and the business buying process. They are familiar
with the market and can advise you about trends,
pricing and what is happening locally. Your business
broker will handle all of the details of the
business sale and will do everything possible to
guide you in the right direction, including, if
necessary, consulting other professionals who may be
able to assist you.
Your local professional
business broker is the best person to talk to about
your business needs and requirements.
Do I Need An Attorney?
It may be advisable to have an
attorney review the legal documents. It is
important, however, that the attorney you hire is
familiar with the business buying process and has
the time available to handle the paperwork on a
timely basis. If the attorney does not have
experience in handling business sales, you may be
paying for the attorney's education. Most business
brokers have lists of attorneys who are familiar
with the business buying process. An experienced
attorney can be of real assistance in making sure
that all of the details are handled properly.
Business brokers are not qualified to give legal
advice.
However, keep in mind the fact
that many attorneys are not qualified to give
business advice. Your attorney will be, and should
be, looking after your interests; however, you need
to remember that the seller's interests must also be
considered. If the attorney goes too far in trying
to protect your interests, the seller's attorney
will instruct his or her client not to proceed. The
transaction must be fair for all parties. The
attorney works for you, and you must have a say in
how everything is done.
If you know someone who has
owned their own business for a period of time, he or
she may also be a valuable resource in answering
your questions about how small business really
works.
You have to make the final
decision that "leap of faith" between looking and
actually being in business for yourself is a
decision that only you can make!
Copyright BBP 2003

Dispelling a Buyer
Myth
Most prospective business
buyers really don't know from the outset the exact
type of business they want to buy. Experienced
business brokers and intermediaries know that many
business buyers end up with what is sometimes a far
cry from what first captured their imagination.
Take, for example, the old
story of the buyer who saw (and probably smelled) a
doughnut shop in his business dreams. This was the
business he was sure he wanted to own and operate -
until he discovered that someone, most likely him,
had to get up at 3 a.m. to make the day's baked
goods. It is important that, before making the dream
a reality, those prospective buyers understand just
what the business is and how it fits their
personalities - what they want to do and what they
don't want to do! Obviously, if getting a good
night's sleep is important, owning a doughnut shop
is not a good idea.
In searching for a right
business, here are some of the crucial questions a
prospective business buyer might ask himself or
herself:
- Does the business look
exciting and interesting to me?
- Do I feel that I can
improve the business?
- Would the business offer
me pride of ownership?
- Would I feel comfortable
operating the business?
Professional business brokers
can offer many different businesses for a
prospective buyer to consider. Prospective business
buyers can discuss their needs and wishes with a
professional business broker who can then show them
opportunities that they might never discover on
their own.
Copyright BBP 2003

Dispelling Buyer
Myths:
What Do They Really Want and Why?
Myth Number One
It's a faulty assumption that
prospective business buyers know from the outset the
exact kind of business they want to buy. Experienced
business brokers and intermediaries have learned
that most business buyers end up with what is
sometimes a far cry from what first captured their
imagination.
Take, for example, the old
story of the buyer who saw (and probably smelled) a
doughnut shop in his dreams. This was the business
he was sure he wanted to buy--until he found out
that someone, most likely him, had to get up at 2
a.m. to make the doughnuts a reality. It is
important that, before falling in love with a
business dream, prospective buyers understand the
realities and think hard about their own
personalities--what they like and hate to do.
Obviously, if one likes a good night's sleep, the
doughnut shop is not a good business to go into.
In discovering the right
business for the right personality, here are some of
the crucial questions a prospective business buyer
might ask himself or herself:
- Does the business look
exciting and interesting to me?
- Do I feel that I can
improve the business?
- Would the business offer
me "pride of ownership"?
- Would I feel comfortable
operating the business?
Myth Number Two
Another wrong theory about
buyers is that money is the key motivator in their
seeking to own their own business. In fact, if money
is a buyer's main reason for desiring to own a
business, a "wrong-move" alarm should go off before
things go any further. Most studies indicate that
money is somewhere below the midway point of the
list of reasons people are interested in a
self-owned business. Those who go into business for
themselves and/or buy a business want to run their
own "show," be their own boss and build something
for themselves. Money is the by-product (hopefully)
of having the opportunity to achieve business
success on their own terms.
A recent newsletter from a
franchise consulting company contains comments from
people who have just purchased franchises. These
people provide resounding proof that money is not a
major motivator. With franchises, they point out,
money can't be an issue, because a new franchise has
no income, only the promise of it.
If money doesn't provide the
driving force behind buying a business--what does?
The following survey shows the real reasons for
wanting to be a part of the independent business
scene:
- Pride in service or
product
- Control
- Freedom
- Flexibility
- Self-reliance
- Customer contact
- Income
- Employee contact
- Recognition
- Privacy
- Security
- Status
No matter what the reason for
buying a business and regardless of the type of
business desired, savvy prospective buyers seek help
from a business intermediary throughout the buying
process. Although business brokers generally
represent the seller, the buyer also reaps the
benefits of expert guidance. The business broker
will show the buyer businesses that fit the profile
of the buyer's "dream," but the broker will also
introduce the buyer to new territory--and new
possibilities.
And what about the buyer who
dreamed of doughnuts? He is purportedly now content,
testing the wares in the mattress section of his
franchise furniture store.
Copyright BBP 2003

Early Possession
There are times when the buyer
and seller think it would be a great idea if the
buyer began operation of the business prior to the
closing of the sale. Why? Here are some typical
reasons:
- The buyer needs the
income.
- The seller has really "had
it."
- The time it takes to close
a deal has been excessively long.
- The seller is in poor
health and can't operate the business (or
something similar.)
- The buyer feels the
business is deteriorating and wants to get in
before it all goes.
So, analyzing the reasons above
for early possession, does the end justify the
means? The answer is a resounding NO. Sellers (who
often are as enthusiastic about early possession as
the buyer) should remember that the sale hasn't
closed yet and the buyer may still have second
thoughts. Early possession can create a real
obstacle to a closing, whether it's real estate, a
business, or almost any other commodity. It makes
good business sense to let the early possession
"idea" remain just that: an idea and nothing more.
Copyright BBP 2003

For
Business Buyers and Sellers:
A Guide
Your best guide for buying or
selling a business isn't words on paper--it's the
competent presence of a business broker. Although
business brokers generally represent the seller, the
buyer also reaps the benefits of expert guidance. A
business broker provides vital services for both
parties and acts as the "glue" for holding together
the pieces of the business sale process. Here's how
a business broker will work with both the buyer and
the seller:
The Business Broker and the
Buyer
Business brokers prefer to talk
to people in person, and the buyer is no exception.
During a preliminary meeting in the business
brokerage office, the broker will typically ask the
prospective buyer questions such as these:
- Do you have the necessary
funds to buy a business?
- Is the cash readily
available?
- What is your time-frame
for buying a business?
- What are your expectations
about the purchase of a business?
After this fact-finding
meeting, the broker can then show the buyer
businesses that are both feasible and that fit the
buyer's requirements. Further steps the broker will
lead the buyer through are as follows:
- Since sellers are
(rightly) concerned about confidentiality, the
broker will ask the prospective buyer to sign a
non-disclosure or confidentiality agreement.
- The broker will provide
the prospective buyer with preliminary
information about one or more businesses,
including pertinent financial data.
- The broker will arrange
for the buyer to see businesses of interest.
- Once the buyer has
indicated strong interest in a particular
business, the broker can then supply additional
information and schedule further on-site
appointments.
- When the buyer is ready,
the business broker will be the best source for
answering questions, addressing concerns,
resolving loose ends, and offering a business
broker's unique expertise in the business sale
transaction.
The Business Broker and the
Seller
When it comes time to sell, one
of the best decisions a business owner can make is
to continue managing his or her business efficiently
(and profitably), while depending on the services of
a business broker to orchestrate the steps of the
sale. To make the seller's job easier and more
effective, the business broker will...
...Determine the right buyer
for a particular business.
For locating and qualifying
prospective buyers, a business broker uses
computerized databases to access comprehensive lists
of local, national, and international buyers--all to
increase the chances of selling a business at peak
value.
...Advise the seller on
pricing.
The business broker is an
expert in placing a realistic price on the business
and incorporating intangibles; thus reducing the
danger that every seller fears--under-pricing the
business. At the same time, the business broker can
help the seller to understand that the selling price
is dictated by the marketplace--not by a
well-meaning accountant or friend who may have an
unrealistic idea of what the business is worth.
...Prepare a marketing
strategy
and offer advice about
essential marketing tools, such as a business
description memorandum; in fact, the broker will
help the seller in all key aspects of presenting the
business as effectively as possible. Later, the
broker can also help in the structuring of the sale
transaction.
...Present offers and point
out both strengths and weaknesses.
The business broker will be a
vital advisor during most stages of the negotiation,
bringing to "the table" objectivity as well as
negotiation skills developed through years of
experience in the buying and selling of businesses
Copyright BBP 2003

Looking At The
Numbers
What Should You Look For When
Considering a Business to Purchase? Unfortunately,
too many prospective buyers want to know the asking
price first and then how much money can they make.
These are the wrong questions to ask initially. You
need to know how much cash the seller requires as a
down payment. There is no point in looking at a
business no matter how good the numbers are if the
seller wants three times as much cash as you are
willing to invest.
Remember the actual amount of
money a business earns is usually much more than
just the bottom line. A smart approach is to get
more information on the business, and even make a
visit, before ruling it out or getting too involved
in the numbers. It's all part of the learning
process.
Copyright BBP 2003

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