Thursday, March 20, 2014

The Secrets to Buying the Right Business For You in Today's Economy

From the first day of your life that you enter the work force you have had a choice. And that choice has always been to either get a job or buy yourself a job. You probably didn't look at it that way, but stand back and think about it now. If you continued on with your education, you were preparing yourself for a job. You can call it a career if you like, but in simple terms it was a job regardless if it was the president of a large manufacturing company, the local bank or an executive position on Wall Street. You still had a job with an employer. Your other choice has always been to buy yourself a job. By this statement I am referring to by either becoming an entrepreneur or buying yourself a business. Which in turn means that you have bought yourself a job.
Some people are made to have a job and work for someone or some company and do very well and are very happy or content in that position. Others would be restless in working for someone else and feel the need to make their own rules and have more control over their work place. Because we only have one of the other choices in the matter of how we spend our time you would think it would be a pretty simple decision wouldn't you? Well sometimes it is, but here is the clincher to this situation.
People change. Change is the only constant we truly have in our lives. You may stay with the same partner for 50 years and you may stay at the same company or work in the same industry for years, but the one thing that is constant in all of this is change. People change, industries change, families change, economies change. Everything changes. And that is where the confusion and anxiety comes from. It is when the change occurs and we don't know how to react to it. Plus a lot of the time change has a tendency to sneak up on us and before we know it. We need to change. And then we are in a reactionary mode instead of being in a responsive mode, therefore creating the anxiety and uncomfortableness that comes with change.
The change feelings that may occur in ones like can come in many different forms and have many different reactions to oneself, but the one I want to address here is the one regarding whether you get a job or buy yourself a job.
Buying or starting a business is an area that I am an expert on since I have owned 35 different businesses that I have either bought or started and probably managed to make more mistakes in the short time that I was buying, starting and selling business than most people could make in their lifetime, therefore enabling me to write and comment on this subject for your benefit.
In today's economic climate we are experiencing a large number of people who had been employed and have had a job and their job was eliminated and they are out on the hunt to find another job. A commendable quality for them. But the chances of them finding another job is probably pretty thin, especially if they are looking to stay in the same field they were in, with the same amount of pay and in the same geographic area that they were working in before. As my old science teacher used to say. "It is very possible, but not very probable" that they will find such a position. So what are their choices? Back to what I mentioned earlier. Either they go out and find a different job or buy themselves a job.
Since I am a qualified expert on the buying oneself a job you need to take heed and review the 11 different points I have listed below. These are short, but substantive issues that you must address if you are going to be buying yourself a job and be happy and successful at it. Not following the listed information could determine you financial failure and or the cause of your personal unhappiness.
Take your time and study each of the listed areas of life and business I have described and then move forward.
I have not gone into great detail as to all of the ins and outs and intricacies of operating a business. There are plenty of books on that subject for ever particular business that is available. What I want to address and for you to think about is whether you want to or have the qualities to be the one who buys themselves a job or not. The final decision if for you to make, but by following the listed points I have made there is a very good chance of you actually making the right decision for you and your family and your future happiness, which is what it is all about.
Good luck and good hunting for the business of your dreams and enjoy the journey.
1. First decide what you like and don't like to do.
Sounds simple, but if you don't like cooking or working around food then why would buy a restaurant? Because you tried to justify it by saying it is really marketing and the food is only an end to the means? You can say that and part of it is true, but in the beginning you will BE working with food. So to begin with find something you like to do and gravitate in that area. Reflect on what you enjoy doing. Your hobbies. Do you enjoy working one on one with people? Old people, young people. Maybe you are tired of working with people and want to work in an indirect manner with people on a business to business level instead. This is probably one of the most crucial parts of the equation you need to address before you go any farther.
2. Where do you want to live?
Generally people want to work close to where they live. This is not always true, but for the most part it is. Are you willing to buy a business that is 1 to 2 hours away from your home and commute daily to it? Or do you want it to be across town within 5 minutes of your home? Or do you want something that involves traveling all over the country and enjoying a different setting every day?
In today's business with an individual's access to the internet, cell phones, web sites, asp systems on the internet, outsourcing of administrative duties and pcAnywhere you can be doing business literally around the world from your bedroom at home while never leaving home and having the perception of a large company. So your ability to reach a large audience of customers without leaving a geographic area is available to you. So if you want to live in a resort town and work across the world it is possible for you to do in today's economy.
3. How much money do you want to make?
Don't give the lame answer of a lot? Be definite. Determine how much you need and then add to that amount to get a realistic number. You have got to have a goal as to how much money you want to make before you set out to buy or get into a business. Before you get into a business you HAVE to know the dollar amount as to what you want to make, because without this number you will never be able to determine if the business can support that amount.
All too many times people jump into a business not having a clue as to how much money the business can really generate and then after they get into the business they are disappointed that they have invested a large amount of time and resources only to find out the business could not support them.
That is why we want to know on average how much income a business will generate before we start or buy the business and then having that number we work backwards to see if it meets our requirements of being capable to support us in our financial needs.
4. What is your risk tolerance?
Are you willing to put everything you have on the line to get into business and sink or swim or are you only wanting to put your toe in the business and try it out to see if it is for you or not. If you are not one who has a high risk tolerance then maybe you should be looking at a franchise where they already have systems in place and if you follow the tried and true program of the franchise you should be successful. But keep in mind that the more you put into the business the more you are going to get out. So if you think you can only work 20 hours a week at a business instead of devoting 60 hours a week to knowing everything there is about your business and industry there will be a difference in the results you receive from the business. Plus, if you are concerned about not wanting to lose all of your money I would suggest that you start out small with a low investment business, because you will make mistakes and you will end up paying tuition to learn the business so you might as well start out with a small investment and work your way up to a larger business later.
5. Do you buy or start a business?
When offered the difference between the two I always suggest buying an operating business. Why? Because the day you purchase an operating business you have a cash flow. It may not be the greatest cash flow in the world, but you have a cash flow and with that cash flow you have a jump start with the business and all you will need to do is to concentrate on growing the business and cash flow. Where if you start out with a new business you have nothing. Only a hope and a dream and it will be exciting, but you have no cash flow.
Buying a business is always a safer bet than starting a business. At least with buying a business the day you take the business over you have a cash flow and all you have to do is build the cash flow. Starting a business regardless how good of a franchise or idea it may be you are starting with zero and when you start at zero it can take a long time to get to breakeven let alone profitability.
6. What is the upside to the business?
If you are buying an existing business you need to know if there is an upside to the business. In other words is the present business owner getting all there is out of the business or have they been lazy and not advertised or marketed the business and not paid attention to it and all it needs is your attention. Do your due diligence and check out the business and chances are the present owner of the business has gotten tired and burnt out and left a lot of opportunity in the business.
You never want to buy a business that has no upside to it. Sometimes there will not be any upside to a business, because the previous owner has owned it for so long and ran it so well that you can never duplicate their business model. Sometimes there is no upside to a business, because the industry has changed. One does not want to be selling horse whips, when cars were first coming onto the scene.
Check the competition of the business. Generally speaking regardless if you are buying an existing business or starting a business the success of the business if going to be determined by the amount of competition you have. Very simple to find and very definite the reason for the success or failure of the business.
7. Where do I find a good business to buy?
Good businesses are hard to find. There are many of businesses for sale on the internet on business for sale web sites like,,, and dozens of other web sites. But some of the best businesses you could buy are not on the internet. They are being run by their present business owners and all that is needed is for them to be asked. Yes, just ask. Once you have determined what kind of business you want to be in and where you want to be, then start asking around with the present business owners if they have every considered selling their business. You will be surprised that there are many business owners that would like to sell their business, but don't know how to or have just been putting it off and all they are needed is to be asked. Take it upon yourself to ask and if they are not interested in selling their business you will at least get a preview and education of the business is all about.
8. How do know what a business is worth after you find it?
Valuation is one of the toughest things about buying a business. ALL sellers think their business is worth more than what it really is. It is just human nature and you are not going to change that. Part of the valuation process is going to be decided as to what kind of buyer you are. By that I mean are you looking to buy yourself a job or are you looking to buy a business to sell in a few years? It makes a difference when it comes time to buy. If your goal is to buy yourself a job and expect to keep the business for quite some time then you can afford to pay a little extra for the business. But if you are planning on buying a business and then selling it in a few years you have to make sure that you get it as cheap as possible so that you will have a larger profit margin when it comes time to sell. There are several different ways to determine the value of the business. One is to hire business valuation consultant and have them review the numbers and quality of the business. Another way is to purchase the book "The Business Reference Guide" by Tom West, which lists hundreds of different business and what the general rule of thumb of valuation for each of these businesses is. It is the same book that is used by business brokers when valuing businesses. And another way is to hire a knowledgeable business broker and pay him to do the valuation for you. But make sure they are an experienced business broker and are not going to school on you.
9. Do you have the money or where do you get the money?
Depending on the total cost of the business and if it has a good cash flow stream you will be able to find the money. A lot of businesses are still being sold with the seller doing owner financing or at least partial owner financing and I suggest to buyers that they look for this kind of arrangement. Because, if the seller is willing to finance part of the sale they are electing to remain a part of the business and are your partner until you can get them paid off and they will be more willing to take your phone calls or offer advice if you still owe them money. Local banks are the next choice for getting money to purchase a business. They will be very conservative and probably only want to loan on a business that has real estate included as opposed to a Subway or something that is in a leased space with very little in the form of hard assets for them to collator, but they will probably loan in the 60% to 70% of the total sale price of the business. However, you get the money whether it is from your savings, relatives, friends, or banks get the money so you can get into the game so to speak. Once you get into the game and own your own business all of the banks, relatives, friends etc... will treat you differently, because you are now a business person. It may sound weird, but it is true.
10. When do you buy the business in today's economy?
As soon as you find the right one. It is not all about the price. Sure price is important, but the quality of the business, location, industry of the business, whether you like it or not and especially if you are going to be staying in the business for a while are more important than the price. Of course you don't want to over pay above the market price and end up behind the eight ball right from the start, but when you find it. Buy it. Don't get caught up in the small details of trying to save a ½ point on the financing or a few thousand dollars on the purchase price. Your goal is to get into business and stay in business and make a profit. Until you get into the game you are nothing more than a wanta-be who is setting on the sidelines talking about. I don't care if you have hundreds of thousands of dollars in the bank. Until you get into the game of business you just a wanta-be on the outside looking in.
11. Bonus Tip.
DO NOT search for the perfect business. Why? Because there is no such animal. All businesses will have some warts on them and what you are looking for is a business that will meet your general needs and wants. Just like in friends, spouses, co-workers there are no perfect people or perfect businesses so you might as well accept this fact before you begin your search.
People have a natural tendency to look for and talk about the things that are wrong about a person or a thing. Become a good finder and look for the things that are good about the business and how many of the points I have listed here that meet your criteria and then go forward. Nobody bats 100% and you won't either. But by following my list of what to look for in the buying or starting of a business you will come much closer to your goal of having an enjoyable journey in your life as a business owner.

Three Levels of Business Succession Planning

One of the chief concerns facing family business owners is how to effect an orderly and affordable transfer of the business to the next generation and/or key employees. Failure to properly plan for a smooth transition can result in monetary losses and even loss of the business itself. This article will explain how to keep the family business in the family.
There are essentially three levels to a business succession plan. The first level of a business succession plan is management. It is important to recognize that management and ownership are not the same. The day-to-day management of the business may be left to one child, while ownership of the business is left to all of the children (whether or not they are active in the business). It is also possible that management may be left in the hands of key employees rather than family members.
The second level of a business succession plan is ownership. Most business owners would prefer to leave their businesses to those children that are active in the business, but would still like to treat all of their children fairly (if not equally). Yet, many business owners lack sufficient non-business assets to allow them to leave their inactive children an equal share of their estate. Thus, a business succession plan must provide a means of transferring wealth to the children who are not interested in, or not qualified for, continuing the business. Business owners must also assess the most effective means of transferring ownership and the most appropriate time for the transfer to occur.
The third level of a business succession plan is transfer taxes. Estate taxes alone can claim up to 45% of the value of the business, frequently resulting in a business having to liquidate or take on debt to keep the business afloat. To avoid a forced liquidation or the need to incur debt to pay estate taxes, there are a number of lifetime gifting strategies that can be implemented by the business owner to minimize (or possibly eliminate) estate taxes.
Whether management of the business will rest in the hands of the next generation, in the hands of key employees, or a combination of both, the business owner must learn to delegate and work on the business. It can take many years to train the successor management team so that the business owner can walk away from day-to-day operations. For many business owners, giving up such control can be difficult.
All too often, business owners focus more on the ownership and transfer tax issues involved in a business succession plan and ignore the people issues. In the typical family business, the future leader is likely to be one of the business owner's children. If so, steps must be taken to assure that the future leader has the support of the key employees and other family member owners. Generally, a gradual transfer of roles and responsibilities gives the successor time to grow into his/her new position and allows the business owner some time to get use to his/her diminishing role. Thus, lead-time is important for a smooth transition.
Many family businesses are dependent on one or two key employees who are critical to the success of the business. These key employees are often needed to manage the business (or assist in the management of the business) during the transition period. Therefore, the succession plan must address methods to guarantee that key employees remain with the business upon the death, disability or retirement of the business owner. Among the commonly used techniques used to assure that key employees remain with the business during the transition period are employment agreements, nonqualified deferred compensation agreements, stock option plans and change of control agreements.
Often, a major concern for family business owners with children who are active in the business is how to treat all of the children equally in the business succession process. Other concerns for the business owner include when to give up control of the business and how to guarantee sufficient retirement income. For example, selling (as opposed to gifting) the business to the active children results in all children being treated equally and provides the business owner with retirement income. For those business owners that are not reliant on the business for their retirement, they can gift the business to the active children, and leave the inactive children non-business assets. If, as a result, the inactive children will not receive an equal (or fair) portion of the business owner's estate, make up the difference by establishing an irrevocable life insurance trust for their benefit.
Simultaneous with the gifting and/or selling of business interests, the new owners should enter into a buy-sell agreement. A buy-sell agreement is a legal arrangement providing for the redistribution of shares of the business following the death, disability, retirement or termination of employment (triggering events) of one of the owners. The buy-sell agreement would also set forth the purchase price formula and payment terms upon the happening of a triggering event. If properly designed and drafted, a buy-sell agreement will create for the departing owner a market for what otherwise would be a non-marketable interest in a closely held business; will allow the original owners to maintain control over the business by preventing shares from passing to the departing owner's heirs; and will fix the value of a deceased owner's shares for estate-tax purposes.
The transfer tax component of business succession planning involves strategies to transfer ownership of the business while minimizing gift and estate taxes. The gift and estate-tax consequences deserve special attention. Unanticipated federal estate taxes can be so severe that the business may need to be liquidated to pay the tax.
While there is currently a lapse in the estate and generation-skipping transfer taxes, it's likely that Congress will reinstate both taxes (perhaps even retroactively) some time this year. If not, on January 1, 2011, the estate tax exemption (which was $3.5 million in 2009) becomes $1 million, and the top estate tax rate (which was 45% in 2009) becomes 55%.
For business owners with taxable estates, a gifting program can be used to reduce estate taxes. For lifetime gifts or sales of the business, nonvoting shares are usually used for two reasons. The first is to accomplish the business owner's desire to retain control of the business until a later date (i.e., the owner's death, disability or retirement). The second reason is to reduce the gift-tax value of the shares because of valuation discounts for lack of control and marketability.
Gifts of business interests up to $13,000 ($26,000 for married couples) can be made annually to as many donees as the business owner desires. This amount is adjusted for inflation in increments of $1,000. Such gifts not only remove the value of the gifts from the business owner's estate but also the income and future appreciation on the gifted property.
Beyond the $13,000 annual gift tax exclusion, the business owner can gift $1 million ($2 million for a married couple) during his/her lifetime. While the use of the gift tax exemption reduces (dollar for dollar) the estate tax exemption at death, such gifts remove the income and future appreciation on the gifted property from the business owner's estate. Unlike the estate tax exemption, the gift tax exemption remains fixed at the $1 million level.
While a business owner can gift shares in the business outright, consideration should be given to making the gifts in trust. One advantage of making gifts in trust for the benefit of the active children is to protect them from their inability, disability, creditors and predators, including divorced spouses. Another advantage to making gifts in trust is that the assets in the trust at the children's deaths can (within limits) pass estate-tax free to the business owner's grandchildren (and perhaps more remote descendants depending on state law). These are sometimes known as generation-skipping or dynasty trusts.
For business owners with very large estates, there are sophisticated gifting strategies that can be used with little or no gift tax, such as installment sales to a grantor trust, private annuities, grantor retained annuity trusts, and self-cancelling installment notes. There is also statutory relief, including Internal Revenue Code Section 303, which permit the tax-free use of a closely held corporation's cash to pay a deceased shareholder's estate tax; and IRC Section 6166, which allows the business owner to pay estate taxes on installments.
Life insurance often plays an important role in a business succession plan. For example, some business owners will wait until death to transfer all or most of their business interests to one or more of their children. If the business owner has a taxable estate, life insurance can provide the children receiving the business the cash necessary for them to pay estate taxes. As mentioned above, business owner can use life insurance to provide those children who are not involved in the business with equitable treatment. Finally, life insurance is a popular way to provide the cash necessary for the business or the surviving owners to purchase a deceased owner's interest pursuant to the terms of a buy-sell agreement. In many instances, the cash surrender value in a life insurance policy can also be used tax free (by surrendering to basis and borrowing the excess) to help pay for a lifetime purchase of a business owner's interest.

Selling a Business - 12 Steps to Success

Simply put, selling a business is complex. Business owners who decide to sell their business should be prepared, patient, responsible, and realistic about the process. When owners strategically plan the sale of their business, from start to finish, they put themselves in a much better position to succeed. Below are some essential steps required for successfully selling a business.
Commitment to selling
Deciding to sell a business is one of the greatest challenges that a business owner will face. When debating your company's future ownership, it is imperative that when the business owner makes a rational decision to sell, they see the plan through. It is only human nature to question if it's the right time to sell, but those owners who see their calculated decision through, will be successful in the end.
Bring in professionals
The sale of your business will require the expertise of many professionals. In order to maximize deal value, terms and closure seek out trusted advisors to protect your best interests. In most business transactions, this team would consist of an attorney, business broker, and CPA. Mixed into these roles and responsibilities is that of a business valuator. More times than not, CPA firms do not specialize in business valuations and getting the price right from the start is a must to maximize seller's value.
Selling a business is a long, arduous process full of hurdles and bumps in the road. It is at the business owner's peril if they try to go at it alone. Not only will they most likely encounter unforeseen challenges and mishaps, but their business will most likely deteriorate while they're trying to juggle all of the responsibilities involved in successfully selling a business.
Conduct a business valuation
An independent, third party business valuation is expected in today's business selling marketplace. The objective and value of a business appraisal is to set a fair asking price so that your business assets (both tangible and intangible) are fairly valued and attractive to savvy buyers. The business valuation will validate your asking price, enabling a seller to significantly reduce buyer negotiations and confidently stand by their asking price. In some cases, the professional broker will have access to a reputable business valuation firm and may be able to facilitate the process of preparing your company for a business valuation. Many brokers do offer an opinion of value, but using the expertise of a credible, business valuation firm can be one of the best decisions a business owner will make; inaccurately valuing a business (high or low) can be very damaging to a business seller.
Confidentiality, Confidentiality, Confidentiality
It is obvious that the majority of business owners do not want to hang a for sale sign on their business, alerting employees, customers, and vendors of their intentions. Maintaining discreetness during the sale of your business is a must. All parties advising you on the sale of your business should first sign a confidentiality agreement. You can prepare a simple mutual NDA or ask these professionals for their boilerplate agreements. In addition, all potential buyers will need to sign a non-disclosure agreement before any material information about the business is shared. Once the business is being listed, your broker should operate carefully as a blind business listing is meant to peak buyer interest, not to give them enough details to figure which specific business is for sale. It is at the owner's peril if they do not ensure confidentiality is maintained throughout the process; if a prospective deal goes south or if the seller changes their mind about selling, the business will be protected going forward when confidentiality has been preserved.
Get your affairs in order
When entertaining prospective buyers, they will want to closely analyze your financial statements, both past and current. It is important that all adjustments and reporting be made prior to presenting balance sheets as any material change prior to closing will have an impact on the final purchase price. In addition, larger operations with $5MM+ in annual sales should have their financial statements audited. While this is not cheap, it reassures buyers that your asking price is fair based on legitimate financial reports and studies have indicated this serves as a value driver in purchase price. Other areas you should focus on include lease agreements (if you do not own real estate), key employee contracts, key client contracts, etc. Finally, get your physical business location(s) in presentable order by cleaning, organizing and preparing for VIP visitors.
Package the business
Presenting your company's information to buyers is going to be important to ensure they are informed, educated and more importantly disclosed about the state of your business. They'll want to learn about your operation, industry, financial performance and future prospects. A confidential, presentation package is needed with most buyers. Professional business brokers should be able to extend these types of value added services in order to properly package your business for a professional presentation.
Market the business
Finding qualified buyers that meet your criteria is absolutely critical. This step requires an added layer of discretion. Take time to use the right marketing channels for your type of business, discreetly promote the business to buyers, and rigorously qualify interested parties. The more popular outlets for business listings include local/national newspapers, internet directories, direct mail and networking. Your intermediary should facilitate and execute this step so that you can do the next step. Your representative's role in this phase is to attract, identify, qualify and introduce appropriate buyers for your business.
Keep Running Your Business
While selling your business may prove distracting, it is imperative that the owner continue to run his or her operation; almost as if it wasn't for sale. While you will be making sure your ducks are in row and ready to put on its best face for potential buyers, taking care of your employees and your customers is important. It is to the owner's detriment if business sales decline, staff begins asking questions, and if the sale takes longer than anticipated. Maintain business as usual and let your business selling team run the ball to the goal line.
Entertain multiple buyers
A business seller who is entertaining several qualified buyers is in a position of strength leading up to the sale of a business. Not only will this inherently solidify the value of a business with the prospects of a bidding war, it will ensure the most appropriate buyer is found for the future health of the company. Selling a business is not just about money, it is also about a simpatico with a buyer and their intentions with the business operation. Looking out for the overall best interests of your employees, customers, and brand should be an emphasis for a responsible business owner.
Due Diligence is a two-way street
Following an Offer to Purchase or Letter of Intent, your qualified buyer is most certainly going to conduct due diligence on your business, its financials, customer lists, employee contracts, vendor relationships and other elements you claim to be in place with the sale of the business. While this is a normal process, typically lasting a couple of weeks (sometimes longer based on deal size), due diligence should not just be from the buyer.
You, the business owner, should be conducting due diligence on the potential buyer. Beyond financial buying power and purchase price, you should be interested in their background, intentions with the business and its key employees, management philosophies, maintaining culture, etc. Instruct your business broker to find out why inquiring buyers are interested in your business, ask for a resume, and dig for answers.
Close the Deal
The professional team you assemble to help execute the sale of your business, should serve as a buffer between you and potential buyers when it comes to negotiations. Common areas that are negotiated are purchase price, terms and deal structure, non-competes, owner training/support, etc. Your business broker is a conduit and should be able to effectively represent you when it comes to terms, inclusions, and exclusions. Above all else, it is critical that you not only rely on your broker, but also your attorney, when negotiating, drafting and accepting terms in the Purchase Agreement. The seller's attorney and buyer's attorney will need to actively communicate with one another to get everyone to the closing table and seal the deal.
Don't fumble the handoff
Most buyers will seek assistance from the seller in the transition of the business. The involvement and seller participation is going to significantly vary by industry and type of acquisition, but you should prepare to stay on board for a reasonable period of time. This is an essential step in the successful transfer of a business so that the company's operations, employees, customers and overall stability are protected. Just as a quarterback has to mechanically hand the ball to a running back, so does a seller hand the business off to a buyer. If this is rushed or done in a nonchalant manner, the business could stumble, take a dip and experience rough road ahead. A responsible business seller will dedicate time to work with the new owner, at no cost, typically lasting several weeks to a couple of months. Any period longer should come at the business buyer's expense and a previously agreed upon rate of compensation.
There are all types of complexities in planning and executing the sell of a business. The smart business owner will enlist the services of professionals who can help them carry out a full exit strategy which will most often lead to: securing a higher purchase price, selling to the most qualified buyer(s), ensuring the business is prepared for a handoff, and protecting the futures of existing management, employees and clients.