
When you buy a business, you take over an operation
that's already generating cash flow and profits. You have an established
customer base, reputation and employees who are familiar with all aspects
of the business. And you don't have to reinvent the wheel--setting up new
procedures, systems and policies--since a successful formula for running
the business has already been put in place.
There are times when buying a business is initially
more costly than starting from scratch, However, it's easier to get
financing to buy an existing business than to start a new one. Bankers
and investors generally feel more comfortable dealing with a business that
already has a proven track record. In addition, buying a business may give
you valuable legal rights, such as patents or copyrights, which can prove
very profitable. Of course, there's no such thing as a sure thing--and
buying an existing business is no exception. If you're not careful, you
could get stuck with obsolete inventory, uncooperative employees or outdated
distribution methods. To make sure you get the best deal when buying an
existing business, be sure to follow these steps.

The best place to start is by looking at an industry with which
you're both familiar and which you understand. Think long and hard about
the types of businesses you're interested in and which best match your skills
and experience. Also consider the size of business you are looking for, in
terms of employees, number of locations and sales. Next, pinpoint the geographical
area where you want to own a business.

....including wages and taxes, to make sure they're acceptable
to you. Once you've chosen a region and an industry to focus on, investigate
every business in the area that meets your requirements. Start by looking
in the local newspaper's classified section under "Business Opportunities" or "Businesses
for Sale". You can also run your own "Want to Buy" ad describing
what you are looking for. Remember, just because a business isn't listed
doesn't mean it isn't for sale. Talk to business owners in the industry;
many of them might not have their businesses up for sale but would consider
selling if you made them an offer. Put your networking abilities and business
contacts to use, and you're likely to hear of other businesses that might
be good prospects.

Contacting a business broker is another way to find businesses for sale.
Most brokers are hired by sellers to find buyers and help negotiate deals.
If you hire a broker, he or she will charge you a commission--typically
5 to 10 percent of the purchase price. The assistance brokers can offer,
especially for first-time buyers, is often worth the cost. However, if
you are really trying to save money, consider hiring a broker only when
you are near the final negotiating phase. Brokers can offer assistance
in several ways.

Prescreening businesses
for you. Good
brokers turn down many of the businesses they are asked to sell, whether because the
seller won't provide full financial disclosures or because the business is overpriced. Going through a
broker helps you avoid these bad risks. Helping you pinpoint your interest.
A good broker starts by finding out about your skills and interests, then
helps you select the right business for you. With the help of a broker,
you may discover that an industry you had never considered is the
ideal one for you. Negotiating.
They help both parties stay focused on the ultimate
goal and smooth over any problems that may arise. Assisting with paperwork.
Brokers know the latest laws and regulations affecting everything from
licenses and permits to financing and escrow. They also know the most
efficient ways to cut through redtape,
which can slash months off the purchase process. Working with a broker
reduces the risk that you'll neglect some crucial form, fee or step in
the process.

Whether you use a broker
or go it alone, you will
definitely want to put together an "acquisition team"--your banker, accountant and attorney--to
help you. These advisors are essential to what is called "due diligence",
which means reviewing and verifying all the relevant information about
the business you are considering. When due diligence is done, you will
know just what you are buying and from whom. The preliminary analysis starts
with some basic questions. Why is this business for sale? What is the general
perception of the industry and the particular business, and what is the
outlook for the future? Does--or can--the business control enough market
share to stay profitable? Are raw materials needed in abundant supply?
How have the company's product or service lines changed over time?You also
need to assess the company's reputation and the strength of its business
relationships. Talk to existing customers, suppliers and vendors about
their relationships with the business.

Contact the Better Business
Bureau, industry associations and licensing
and credit-reporting agencies to make sure there are no complaints against
the business.If the business still looks promising after your preliminary
analysis, your acquisition team should start examining the business's potential
returns and its asking price. Whatever method you use to determine the
fair market price of the business, your assessment of the business's value
should take into account such issues as the business's financial health,
its earnings history and its growth potential, as well as its intangible
assets (for example, brand name and market position).
To get an idea of the company's
anticipated returns and future financial needs, ask the business owner and/or accountants to show you projected
financial statements. Balance sheets, income statements, cash flow statements,
footnotes and tax returns for the past three years are all key indicators
of a business's health. These documents will help you conduct a financial
analysis that will spotlight any underlying problems and also provide a
closer look at a wide range of less tangible information.


Before you start calling/contacting small business
brokers, owner/sellers, and agents make sure you know what types, sizes,
and locations of businesses you are looking to buy. If you seem uncertain about your search criteria,
brokers and agents will not spend a lot of time with you. There are many
more buyers than sellers on the market and brokers/agents and owner/sellers
like to work with buyers, who are serious, motivated, and know what they
are looking for. Have available and send/fax/email to potential sellers
and brokers/agents an Acquisition Criteria sheet that goes over your current
search criteria - it pays off and shows you're serious.
Know how much Money you are Willing to Put Down When
buying a business you need to know how much money you are willing to spend
on a down payment for a small business. Most of the time you will be putting
down 30-100% down to buy a business. Depending on the amount of money your
willing to put down determines the size of business you are able to purchase.
Also know in advance if you would be willing to pledge the collateral in
any real estate you own for a note the seller may be taking back in the deal
- this will save you a lot of time in the search process and in negotiations.

Money for a down payment
or purchase can come from
many different sources. They are: cash on hand in savings, pulling equity
out of your home, your retirement funds, SBA loans, seller financing/note.
Knowing where and what you are willing to do upfront will save you a
lot of time in the search process. You definitely want to get pre-approved/reviewed
for SBA loan and other financing options before you write any offers -
you need to know what your financing opportunities are early in the process
of buying.
Keep the Negotiating & Communications Moving Forward
Remember - Time Kills Deals. Make sure when you are negotiating the contract,
allocation of purchase price, new or restructured lease, etc. always be
moving forward. Don't let any situation sit too long - it will most likely
kill the deal.
Non-Disclosure, Confidentiality Agreements
are ImportantTo view or get any detailed
information on any businesses for sale you will probably need to sign
a confidentiality agreement. Respect this part of the process and keep
the sale of all businesses confidential. There are also legal ramifications
if it is traced back to you that you were the one who leaked the word
that the business was for sale.

You will be utilizing many professionals to buy a business. Make sure
you have a CPA or Due Diligence Consultant to help you look at the financials
and paperwork of the business to make sure it is in order. You will also
possible need financing (a loan for the purchase), escrow services, an
attorney to review contracts and possible other services to assist you
in the buying of your business.

A majority of business buyers are too timid when
buying a business and are not willing to "pull the trigger" and sign a purchase agreement
to start the process of buying a business. Many serious buyers lose out
on great deals because they are too analytical or pensive about writing
up an offer. Writing up an offer also usually "locks out" other
potential buyers (your competition) for a period of time so you can take
a look at important business records and info. After signing the purchase
agreement there will be a Due Diligence period with contingencies that
will have to be met before the deal is closed. If those contingencies are
not met or the books and records are not exactly as represented you are
in most instances able to pull out of the deal and go on searching for
other businesses - make sure you have all contracts/agreements reviewed
by an attorney before signing.

Get the signed purchase agreement into escrow immediately and sign off
any contingencies as they are removed- remember TIME KILLS DEALS. Make
sure you go through the Allocation of Purchase Price in the beginning of
the escrow process not at the end which happens most of the time. By getting
into the escrow process usually takes the deal out of play and out of reach
for other potential buyers.
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