Buying an Existing Business

John Vinturella
 


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One alternative to starting a business “from scratch” is to buy an existing business. To some extent, buying a business is less risky because its operating history provides meaningful data on its chances of success under our concept. We must, however, balance the acquisition cost against what the cost of a startup might have been.

Small-business sales are generally (on the order of 94%) sales of assets, with no assumption of liabilities; only about 6% are sales of company stock. Often the seller finances part of the purchase; typically the buyer makes a down payment on the order of one-third of the sales price, with repayment terms of five years at market rates. Do you see any danger for the seller in financing the sale?

If the decision is made that purchase of an existing business could improve our chances for success, we must then evaluate existing businesses to determine whether any are available at a price that is economically more favorable than a new venture. The most difficult issue in small business sales is establishing a selling price. It is an inexact science, characterized by a seller’s too-high expectations, and an overly skeptical prospective buyer.

Due diligence must be performed before a binding offer is made. Is the company’s history and network of business relationships clear? Are their financial statements representative? What do they say about the business? Are there any unstated dangers or risks? Are there any hidden liabilities? Often, a review of the financials by our banker and accountant can be valuable.

Intangible factors must also be considered, such as the seller's reasons for offering the business for sale. Often these are for personal and career reasons, such as a readiness to retire with the absence of a successor, or another opportunity perceived as a better fit. Business reasons might include personnel problems, or a weak competitive position. Where business reasons predominate, we must decide whether all that is missing is a quality of management that we can provide, or whether there are some changes that we can make in the way the business is operated that will make the difference.

How “good" an organization is it? How do its customers and suppliers perceive it? If we do not buy it, how tough a competitor will it be? What will be the effect of an ownership change on the customer base, supplier relations, etc. ? How much customer loyalty is to the business, and how much to the current owner?

Does the company have a “niche?” Is it the one in which you want to operate? Is there a competitive advantage to the operation that is sustainable? Are its assets useful to you? Will key personnel remain with the business?

Once we have gathered the necessary information, we may decide to extend a purchase offer. We should decide on a bargaining range before we go into any negotiating session. If we cannot meet on price, perhaps concessions on payment terms could make up the difference. We should know the tax and legal consequences of our options. If the discussion takes us outside our range, we should schedule another session, and reanalyze the data. We must allow for the possibility that the deal cannot be made.

Ultimately we must decide whether the purchase, at a price that the seller will accept, gives us a better chance of success than starting from scratch in competition with the business. Perhaps the seller's errors would start us in a deficit position; we might prefer creating our own corporate culture and customer relationships; maybe we can find a better location, facility, newer equipment, etc. On the other hand, the cost of taking sufficient business away from existing firms could be ruinous.

It must be emphasized that there is no one correct value for a business. Any valuation is based on assumptions, and projections of future performance. Discomfort about basing financial decisions on assumptions and projections is natural. Entrepreneurship requires exploring uncharted territory, and operating in an environment of uncertainty. Success depends on applying our best judgment to reducing that uncertainty.

John B.Vinturella, Ph.D . has almost 40 years experience as a management and strategic consultant, entrepreneur, author, and college professor. For 20 of those years, Dr. Vinturella was owner/president of a distribution company that he founded. He is a principal in business opportunity sites jbv.com and muddledconcept.com , and maintains business and political blogs.

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