Eleven Steps in Buying a Business

Purchasing an established business can be a daunting and complicated process for many individuals. Understanding the steps involved in the acquisition and doing the necessary planning and preparation will enable the buyer to increase their chances for a successful transaction. Following an established and proven process will not only reduce the stress that often comes with chartering new territory but also eliminate many of the risks and unknowns that often derail a business acquisition.

PERSONAL ASSESSMENT
The first step in buying a business starts with introspection. This process should be a thoughtful and honest examination of the candidates’ strengths and weaknesses, skill set, as well as their likes and dislikes. This analysis will assist in narrowing the selection for the logical and best choice of business enterprise to pursue.

What talents, skills, and experience do you bring to the table and what are the types of businesses that can excel with these attributes behind the helm. Here are a number of questions that the introspection phase should involve:

What type of business do you want to operate? Is it one where you are the owner/manager or do you prefer to have a management team in place?
What hours are you available to dedicate to the business? Obviously, owning a small business will never be a 9 to 5 endeavor. Having said that, it will be important to determine the time available to manage the business. Do you prefer a B2B business that operates M-F 8-6pm or are you more flexible and would consider a consumer oriented business that is open late or often over the weekends?
Are you successful at sales, meeting with clients, and being the face of the business or are you better suited to a managerial role and running the business from behind the scenes with an established sales force in place?
Are you able to travel and be away from home for several days or do you require a business that keeps you close to the family each day of the week?
Do you have a background and expertise in the manufacturing of products or is it the service industry or distribution model that is more your forte?
Do you have any licenses or certifications that qualify you for a certain business? If not, are you prepared to obtain the necessary credentials required for successful ownership if the targeted business requires such certifications?
What are the things that you really enjoy doing? What are the things that you prefer not to do? The best advice is to start considering businesses in industries that the buyer is passionate about.
These are a few of the questions that will help an individual assess the types of businesses that they are best suited for and assist in narrowing the range of enterprises where the buyers skill set, experience, capabilities and passions can be leveraged.

DEVELOP INVESTMENT CRITERIA
Now that you have established the type of business that is a ‘good fit’ the next step is to put pen to paper and concisely define your investment criteria. If you will be seeking bank financing it will be important that the investment criteria match your resume or the transferrable skills that you are bringing to the table. The investment criteria will state the following:

What is the price range of the business that you can afford to buy?
What is the geographic location for the business you seek to buy?
What type of business are you looking for?
Manufacturing
Wholesale/Distribution
Service
Retail
Web-based
What industry should the business be in?
Management structure (owner managed or management team in place)?
Size of business. In terms of:
Revenues
Profits/Earnings
Number of employees
Number of locations
Recurring revenue model vs. project based

LENDER PREQUALIFICATION
If you plan to use bank financing to acquire a business it is important that you obtain a prequalification before your search process. Not only will this the ‘prequal’ provide you with the data as to how large of a business you qualify to purchase but it will also demonstrate to the business broker and seller that you are a serious buyer. If you are serious about buying a business and will need to obtain financing, receiving a bank prequalification is a required step at some point in time. Therefore, what would be the reason for procrastinating and not having this in place at the outset? There is zero downside and only considerable benefits. Contact your business broker as they will be able to recommend a financial institution that does business acquisition lending for the type of business you are interested in purchasing. This is an area where having the right lender is critical.

BUSINESS SEARCH (Individual or Retained)
What is the process that you are following to locate and qualify businesses for purchase? Will you be conducting the search on your own or will you utilize the services of a professional business intermediary or broker. There are literally thousands of business for sale at any given moment. A process needs to be established for conducting the search and qualifying businesses. Few of these businesses are of the quality, caliber, and profit level that distinguish them as being best in breed. What have you done to ensure that you will stand out and be given the proper consideration when engaging a broker regarding a business for sale? The business-for-sale marketplace is plagued by unprepared and non-serious buyers inquiring about any enterprise listed for sale. It takes the right preparation, message, and professional team to establish contact and quickly get to the point where the business can be qualified as a legitimate candidate or one that should be dismissed. Too many prospective buyers fall prey to the late business internet search process and clicking on any business that catches their interest. Unfortunately, serious buyers get lost in the field. This is where the prior steps come in handy – having a personal bio, an established investment criteria, as well as a lender preapproval.

QUALIFICATION
A business that is professionally represented for sale will have a number of documents available for review by prospective buyers (e.g. Financials, Asset list, Business Summary, etc). Buyers will need to execute an NDA in addition to demonstrating that they are qualified both from a financial standpoint as well as an experience standpoint to be considered a serious candidate.

At this stage the buyer should already have completed individual research or have first-hand knowledge on the industry. For those without direct industry experience there are trade magazines for just about any business sector not to mention the wealth of data available on the World Wide Web.

The buyer should have a list of questions already prepared, designed for one purpose – determining if the business meets the majority of elements within the investment criteria. The buyer should understand the value of the business. If the business is priced outside of their financial ability they should not be evaluating the business and wasting anyone’s time, most importantly their own. It will be important for a serious buyer to recognize that there is no such thing as a perfect business and each will have different strengths and weaknesses. Most buyers are seeking businesses with growing revenue, a stable customer base, excellent staff, established policy & procedures, and increasing profits. What are the most important qualities that you are seeking? Ranking the criteria is often helpful when qualifying businesses. Finding a business which meets some but not all of the criteria is more the norm than the exception. In many cases, the buyer may be positioned and experienced to improve certain business aspects that are deficient. Following this approach will also enable the buyer to quickly and efficiently eliminate those businesses which will not be a suitable fit, an endeavor that will save all parties considerable time. A quick no is far better than a slow no for everyone’s sake. Lastly, the buyer should recognize that the better the business is, the more they will be expected to pay.

After the initial information exchange the buyer should prepare a second set of questions based upon the particulars of the specific business. After receiving this information the time has been reached where the buyer knows whether their basic criteria has been met. The buyer is clear on the business valuation, the financials, and the business operations and the seller (through the broker) should be clear on how the candidate will be financing the transaction.

A teleconference should be arranged by the business broker to fill in any gaps of information and to allow specific business questions to be asked by the buyer and answered directly by the seller. Should this interaction satisfy the requirements of all parties a personal meeting and site visit is often arranged. During this meeting the buyer, seller, and broker can discuss the framework for a transaction that will satisfy the needs of each party. Only serious contenders should be involved at this point. Now is not the time to waste anyone’s time as a tire-kicker if the goal is not to proceed. Buyers should be clear that regardless of signing the NDA, data such as names of specific clients will not be divulged, not just at this point, but until the transaction closes.

LETTER OF INTENT – TERMS SHEET
A Letter of Intent (LOI) and Terms Sheet are typically non-binding documents which are used for one fundamental purpose… to determine if there is a meeting of the minds between the buyer and seller on the price and terms of the sale. The LOI will outline the strategic points of the agreement. Investing time at this stage and preparing a more detailed document will avoid misunderstandings and prevent key terms from being renegotiated later. Some of the broad points that should be addressed include:

Who is buying the business?
What is being acquired (Assets, Stock)
Transaction price and how that money is being paid
Loan commitment letter date.
Proposed closing date.
Is there a consulting agreement and if so, what are the terms?
What are the contingencies for the transaction to close?
LOAN COMMITMENT LETTER
With an executed (signed) LOI in hand the buyer will now need to obtain a ‘Loan Commitment Letter’ from the lender. A loan commitment letter is produced by the bank and will confirm that the buyer is approved for financing to acquire the business. The Loan Commitment Letter is generated after a thorough review of both the buyer’s data as well as the target business’ data.

DUE DILIGENCE
Most business acquisition transactions will require bank funding. The bank will have a proven, structured, and very detailed due diligence process and it is this methodology that the buyer should rely upon when acquiring a business. Why attempt to recreate the wheel? The bank works solely on behalf of the buyer and their fundamental interest is in ensuring that the buyer is acquiring a business that has the required financial framework for the new owner to be successful and positioned to repay the principal and interest on the acquisition loan. The bank will provide a DD checklist that covers a wide variety of documents, including but not limited to the following areas:

Financial Statements & Tax Returns
Asset & Inventory List
AP & AR
Corporate Books & Records
Contingent Liabilities
Sales & Marketing Materials
Employee Agreements & Benefit Plans
Equipment, Vehicle, & Property Leases
Customer and Supplier Contracts or other Agreements
Insurance Policies
PURCHASE CONTRACT
The business for sale contract aka Definitive Purchase Agreement (DPA) is typically drafted by the Buyer’s ‘Transaction Attorney’ after the LOI is in place. If the proper care was taken in developing the LOI, the DPA should be a much easier document to produce. In circumstances where the major deal components were not properly negotiated or addressed in the LOI, the DPA becomes much for complicated and a higher risk level is associated with the transaction closing.

Upon execution of the LOI, the DD period commences and the DPA should begin being drafted. The DPA is the binding contract covering all aspects of the transaction. The DPA will cover all assets that are connected to the purchase, including but not limited to:

Assets/Stock being acquired
Price, Terms, & Payment
Representations & Warranties
Covenants
Indemnification
Non-Competition Agreements
Lease Assignments
Landlord Consents
Consulting Agreements
Asset Allocation
In most transactions the DPA is executed at the closing table but this is not a requirement. In certain circumstances, the buyer and seller will elect to execute this Agreement prior to the actual close.

The DPA is the actual contract that consummates the sale of the business. It will include a number of Schedules and Exhibits detailing all of the terms of the sale. This is a custom Agreement and the level of detail, length, and companion schedules and attachments is predicated on the particular business.

During this stage the buyer should already have their new business entity established (assuming it is not a stock sale), business bank accounts created, insurance policies prepared, merchant credit card accounts (if applicable) in place, etc.

THE CLOSING
The closing should be the easiest part of the process. Why? Because all of the above steps have been followed diligently by both parties. For business-for-sale transactions the “closing” is simply the process by which both the buyer and seller execute (sign) all of the documents that have already been discussed and agreed to. Having the right transaction team in place from the start (transaction attorney, business broker, and lender) will make this a smooth process. Each of the advisors has their role and when done properly the closing becomes an uneventful step.

TRANSITION
The terms and conditions of the business transition will vary based upon the type and complexity of the individual business. Obviously, the specifics will have already been spelled out and agreed to in the DPA. For some businesses, a customary 4 week transition period is all that is required. For others, the Seller will assist for an extended period of time, often under an employment or consulting contract. When bank financing is involved, especially the SBA, the Seller is typically restricted to a consulting or employment contract that does not extend beyond 12 months. The transition period is the stage where the seller and new owner implement the change of ownership and how that is communicated to employees, customers, suppliers, etc.

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Business Challenges and Ways to Overcome Them

For many businesses today, there are many challenges that come along inhibiting success. It is, therefore, important to know the pitfalls that one can run into and the possible solutions. Some of these challenges are:

• Lack of Integrity
• Resource management; borrowing cash
• Increased Competition and Selection
• Customer Loyalty and Marketing
• Uncertainty
• Regulations
• Risk management and problem-solving
• Finding competent staff

These are the main challenges that every business faces or will face. It will only be wise to have a prior understand what they are and hence find a proper way of solving them. No one starts a business to fail but at the same time, challenges are not meant for failing but to sharpen, strengthen and inspire growth. This article goes deeper into each of these setbacks and offers practical solutions for the same.

Challenges and solutions

1. Lack of Integrity

Lack of integrity can put a business on its knees. With the standards of living going up the roof, workers trying to meet their quarterly goals and be successful at the same plus get that little overtime bonus, the temptation to cut corners is so great.

Information is omitted or given in terms of doing what it takes to get ahead. There is head to head competition among employees, and soon the entire staff is infected. This behavior goes up the ladder whereby the managers and directors are also involved.

For integrity to improve, there is a need for work policies to change. There should be no room for any minor or major misconduct. Staff should be trained on how they are expected to conduct themselves. Different kind of systems can be used to deal with problematic employees namely, counseling, warning, and termination. The greater the misconduct, the greater the action taken. Those who show high levels of integrity should be rewarded so that other employees can be won over to good virtues.

2. Resource management; borrowing cash

Money is everything, and that is a statement that will be heard for a very long time to come. Many businesses are making a profit but what draws them back are heavy expenditures and borrowing. It is quite common to see many businesses, especially small ones, fail to manage cash flow.

The main solution here is to ensure that there is enough capital or cash saved up to meet business obligations as they rise.

Cash management becomes vital during the fluctuation period, as cash is flowing in more slowly into the business and moneylenders are less than willing to extend the loan repayment period. For the growing small business, tackling taxes and business the proprietor may handle accounting but dealing with the professionals is even better. Business books get more complexed with every client that walks in and employee you add. Having a professional bookkeeper will ensure your business succeeds where others are failing.

Borrowing money from lending institutions only adds injury to the cash flow situation since these institutions have the power to dictate the lending terms and policies.

3. Increased Competition and Selection

It has never been an easy task to start a business, however, gone are the years when it took long procedures to start a business. Today you can purchase a host domain name online and register a business with just a few clicks. Nevertheless, staying in business is a much more convoluted subject. While business expertise was once a time consuming and expensive endeavor, nowadays you can find experts online who you can consult and get assistance from on any difficulties encountered. There are user-friendly interfaces and even support teams to help you set up an online store, get marketing materials and business cards, all at a very pocket-friendly price.

The simplicity of starting a business creates a much wider level of competition. You are likely to find different businesses competing to come up with the best product while others concentrate more on their selling point instead product manufacturing. This contributes to increased selection, which makes it more challenging for businesses of all sizes to maintain customers who with a click of a mouse can change suppliers. It is a battle of marketing, focus and perception. Business owners who master these changes and provide a good customer experience will more likely be on the winning team.

4. Customer Loyalty and Marketing

Along the same road of increased competition and selection to a potential customer, emails, social media, texting and other communication modes are making it easy for individuals and businesses to get their messages out to customers and hence sell more.

The conservative fluctuation period is also causing a decrease in client base. Customers are forced to be conservative with their pockets and as a result, the normal business growth of new clients is not taking place as quickly as it should. Executives and business owners are forced to spend more time figuring how to go an extra mile in order to keep the existing clientele base. The same time, trying to figure out how to reach new customers in a cost-effective way without necessarily competing chiefly on price, this always leads to a race that ends at the bottom.

Figuring out the best channel for marketing is the key for individuals to be successful in the current business world. How do you reach your clients with the right message and where can you find them? Once you get a new customer, how do you keep them and when do competitors of all sizes and types, trying to convince them that they can provide it cheaper or better, constantly barrage them? Identifying what your clients want and giving them a satisfactory experience will make a huge difference in your business’ future.

5. Uncertainty

Everyone including business leaders is usually uneasy with uncertainty. Because of economic struggles and global debts, uncertainty is more common today than in the past years. The sorrowful news is that uncertainty leads businesses and individuals to a short-term focus. Because of uncertainty, businesses tend to shy off from long-term planning for short-term benefits.

While this might seem like a better choice, failure to plan five to twenty years ahead can end up destroying the value of the business in the end. Businesses must learn the art of balancing short term goals and long term goals. Usually, short term goals should be small steps leading towards the bigger goal. The ever changing market speculations by business analysts in the news usually leave a bitter taste in the mouth of business owners. The end result is executives and business owners raising prices, and thus, clients stop spending on the business. You need to get back to work with what you have and not media speculation.

6. Regulations

A change in the regulations is always a major concern in certain marketplaces, but unexpected energy, financial and environmental policy is wrecking mayhem for nearly every business today. Whether a demand from stakeholders or clients to become environmental friendly or an imposed policy to increase costs due to the new carbon taxes, environmental consideration is among the biggest problems that businesses face. And we don’t have to give too much pressure to the issue of financial regulation and reform though we do have some suggestions about how to prepare to face that problem if you are a brokerage house or bank.

The challenge to be solved is to comprehend the meaning of regulation in your marketplace, its effect on your business, and how to develop the skills which are required to deal with the challenge. Two main areas of regulatory problems and difficulties are health care and taxes. Lawmakers are still arguing over what is called the fiscal cliff, the combination of millions of dollars in budget cuts and tax increase. Even if the congressmen reach a conclusion, it is most likely that it won’t be understandable enough to the point of being required the following year.

Health care has also been another problem for businesses. For instance, the new Affordable Health Care Act (ObamaCare) is so complicated that local and state governments won’t understand what to do, and businesses will have to sacrifice resources and time to understand the law hence hiring professionals to break it down for them to implement it effectively.

Many businesses do not know whether they will have to continue with the national system, or the state system will be creating exchanges. Additionally, they do not know what that will mean for their costs. For some business enterprises, that information will aid them to conclude whether it is cheaper not to provide insurance and just pay the government fine of two thousand USD per employee or whether they will provide insurance to their employees and avoid the penalty. Companies that have nearly close to fifty workers may opt not to recruit more employees in order to remain outside the law’s radar.

7. Risk management and problem-solving

A major problem faced by nearly all companies is assessing, identifying and mitigating risks, including the financial and human capital. The need for a more sophisticated challenge solving competency among current business controllers is limiting the possibilities of their ability to effectively deal with risks facing their businesses. This is the main reason business managers tend to land from the frying pan into the fire, depending on who among their executives they are trying to put away and in most cases the ever changing business environment is what starts these fires.

So what is the challenge to be solved? We believe, to achieve more in the future, organizations must conclude that problem solving is the main path to business success then develop a strong problem-solving ability at all levels. As organizations continue to identify the challenges, they will have the right problem-solving techniques to know how to best maneuver them.

8. Finding competent staff

Without exception, every business owner has faced the major business challenge, which is, finding the right staff, ensuring they buy into the business’ vision and retaining them. I firmly admit that I have no magic formulae for this challenge. In fact, if business executives can come up with the right formula to engage and recruit the right staff members, they would have made millions.

A small organization is like a family and in most cases, they can dysfunction or work well. In large organizations, the main challenge in human resource is how to fit in the workplace and office politics, but when it comes to small organizations, it is skills and personality. When you work in a small firm, each individual’s personality can have a huge impact on the productivity and harmony of the business.

The main goal is to learn how to deal with each staff member’s personality, find out what drives each staff member and shape your management accordingly. In spite of unemployment, many businesses try to find the ideal staff members with the precise skill for the business. Many upcoming manufacturing jobs require individuals with hi-tech skills. They include vacancies at the production sites where computers and machinery are used to build products like machines and airplane parts. Some skills require several years of perfection and training. Because of technological advancement, business executives are struggling to find the right high-skilled individuals to fill positions in their firm; that is individuals who have the right IT skills, deductive reasoning skills, and problem-solving skills.

Final thoughts

Without the right skills to identify and solve problems that arise in business, many businesses end up failing in fulfilling their core mission and vision. It is then the obligation of business owners and executives t

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