Buying existing ventures puts people in business
September 23, 2007 - 9:00 pm
So you want to own a business.
You're willing to yield your evenings and weekends to launching a startup, establishing a client base and struggling with low cash flow during your first few months in business.
But there might be a faster path to entrepreneurship: buying an existing company.
Established businesses have entrenched client bases, trained employees, existing marketing programs and proven operational systems. Setting up those components within a startup can take a year or more, and cash flow is often nonexistent while the owners hunt for their first customers and craft processes and policies, said Len Krick, principal broker and managing member of United Business Brokers of Nevada.
What's more, it's tougher to finance a new business than it is to borrow for a going concern. A business owner who's selling his company will sometimes help cover part of the deal, and the U.S. Small Business Administration has lending programs specifically for operations with three to five years of cash flow, Krick said.
Unless you have a detailed business plan and empirical proof that your idea is a guaranteed winner, banks will shy away from funding a new venture, and you'll probably be on the hook for most of the startup capital yourself.
It's often pricier to purchase a company -- a typical business netting $100,000 a year will sell for around $500,000, whereas opening a company could cost around $100,000 -- but you're paying extra for the better odds of survival that accompany a stable practice, said Michael Webster, owner and president of Webster Business Group in Las Vegas.
"You have an established net profit, so you know you're already making money," Webster said. "If you start your own company, you take the chance of not knowing whether you're going to make it."
Business brokers say bars and taverns are especially popular among buyers, including first-time entrepreneurs.
Krick has a waiting list of more than 400 people seeking to buy a tavern.
"We call (taverns and restaurants) 'fantasy businesses,' " said Richard Giannini, vice president of First Choice Business Brokers in Las Vegas. "First-time owners picture themselves running a bar where people come to them, like they're in 'Cheers.' But after doing it for a while, they realize the reality is different, and they usually end up selling that and moving on to something different."
Other popular businesses among first-time buyers include hair salons and dry cleaners, Giannini said. Seasoned business owners are gravitating toward service stations, car-repair garages and construction companies.
Krick's clients are chasing "anything with recurring cash flow" -- companies that provide services consumers will always need, including lawn-maintenance operations. Any manufacturing business is "as good as sold," Krick said, and pizza parlors, ice-cream shops and smoothie stores are also in high demand. United Business Brokers has helped sell at least 15 ice-cream stores and eight Tropical Smoothies stores this year alone.
"Those kinds of businesses are popular because they're 'Main Street' businesses that most people understand," Krick said. "They're not intimidating, and people know how to operate them."
But business brokers urge their clients to think beyond buying a company merely because it belongs to a popular sector or because it's raking in cash.
"I ask clients what the No. 1 attribute they should be looking for in a business is, and they always say, 'Cash flow or return on investment,' " Krick said. "I tell them, 'No, it should be something you can't wait to get out of bed in the morning and go do.' "
Prospective buyers should view a business as a path to the lifestyle they're after, Giannini said. Entrepreneurs who want to spend evenings and weekends with their families, for example, should avoid buying restaurants, because eateries are management-heavy operations that require long days and frequent work after hours.
Choosing a category of business is only the first step. Once a buyer has honed in on the type of company he's interested in, he can expect a fast-paced purchase process.
Sellers generally want to keep word of a potential sale private to prevent employee and client flight, and that means buyers will be looking at blind listings in their initial queries, Giannini said. Buyers will get only the most basic information: the type of business and its approximate location. They won't be able to get addresses and drive past storefronts to scope out specific prospects. Once a buyer has chosen two or three blind listings, he must prove to the listing broker that he's financially able to close the deal.
"It's not like buying a house, where you find something you like and then go get financing," Giannini said. "You have to come here with cash in your pocket."
Once a buyer has verified his finances, he'll sign a confidentiality agreement and then get details on each company, including its address. A meeting with the seller follows, and if the buyer is still interested in the business, he'll make an offer. If the seller accepts the proposal, then the buyer will perform due diligence to ensure all the information he's been given about the company's operations is accurate. The sale closes after that due diligence is complete, though the buyer often has a "unilateral right" to withdraw an offer if due diligence digs up details on questionable practices or shaky finances, Krick said.
The deal's close will depend on such contingencies as reassigning the lease to the new owner, obtaining funding, switching over franchise agreements or acquiring municipal licenses. The buying process can take as little as two or three days, but most transactions close in a few weeks. It can take up to 21/2 years to get a restricted gaming license for a tavern with slot machines, Krick said.
Business brokers advise buyers to become incognito customers of any company they're considering buying.
If it's a restaurant, stop by for a meal. If it's a dry-cleaning business, take some clothes in for service. Watch for signs of low employee morale, poor customer service or unhappy clients. If a company has a bad reputation among consumers, you're better off starting up an operation from scratch, Giannini said.
"There's a bit of buyer beware to purchasing a business," Giannini said. "You're going to need a little bit of savvy."
This story first appeared in the Business Press. Jennifer Robison writes for the Review-Journal's sister publication and can be reached at jrobison@reviewjournal.com or at 380-4512.
THINGS TO KNOW
Due diligence is essential to protecting yourself in any business deal. Here are a few things all buyers should remember when they're negotiating a business purchase:
• Ask the right questions. Len Krick, principal broker and managing member of United Business Brokers of Nevada, said all buyers should ask the seller four crucial questions: Why are you selling the business? How much money does the company make? What's the operation's upside potential? And how did you determine your asking price? Answers must pass the "smell test," Krick said. For example, a business whose seller is leaving because of the burnout that comes with long hours is probably a better bet than a company whose seller is bailing out because he couldn't make enough money.
• Insist on an appraisal. Buyers should request a certified valuation prepared by an independent appraiser, broker or accountant. The appraisal should explain how the seller pinpointed his asking price.
• Obtain a seller's disclosure statement. This document isn't required in Nevada, but request it anyway, Krick advised. It will tell a buyer of any unresolved insurance claims, pending litigation, changes in accounting methods, pending lease terminations or any other material issues that could affect the company's future health.
IS THE PRICE RIGHT?
So you've picked your dream business and you're ready to make an offer. How do you know if you'll be paying a fair price?
Buyers generally want to get their investment in a business back within a couple of years, so the rule of thumb is a purchase price that's roughly two times a company's net income, said Richard Giannini, vice president of First Choice Business Brokers.
But asking prices can fluctuate substantially depending on a company's type and size. Smaller service businesses, such as pool-cleaning services or janitorial companies, typically sell for 1 1/2 times net profit, said Michael Webster, president and owner of Webster Business Group. An established company with $1 million in annual sales could go for five times net profit. At the extreme end, a company that's at least a decade old, with existing customer contracts and $10 million in sales a year, could sell for 10 times net profit, Giannini said.
RED FLAGS AND GREEN LIGHTS
Buyers should be on the lookout for both warning signs and positive indicators that a business might not be a great deal.
Skip a prospect if:
• The seller refuses to hand over financial statements and tax returns, or bases an asking price on unreported income or vague promises of "prosperity right around the corner."
• A business owner can't document important financial details or inventory ownership.
• The seller wants money for obsolete or damaged inventory.
• A company's lease is not transferable, or is transferable only with a major payment to the landlord.
• Any one vendor supplies 10 percent or more of what a business sells, or a single client makes up 10 percent of a company's annual sales.
• Cash flow won't cover your debt two to three times over.
Proceed with negotiations if:
• A business has an established, provable track record of three to five years of positive cash flow.
• The owner takes time with the prospective buyer to show him how the business makes its money, and the source of the company's cash flow is readily apparent.
• The seller is willing to stay on for a time after the deal closes to help train the buyer on how to operate the business.