In
many cases, it is safer and more profitable to buy
an existing business than starting from scratch.
An existing business usually provides an established
market, trained employees and proven profits. Another
reason to buy an existing business is the drastic
reduction in start-up costs of time and money. While
the initial purchasing cost can be substantial,
the ongoing business enterprise can provide immediate
cash flow due to existing inventory, work in progress
or receivables. Customer goodwill should be present
assuming the business has a positive track record.
Obtaining sound professional
assistance, from an accountant, an attorney or
your local Small Business Development Center (SBDC),
can be helpful in identifying pitfalls to be avoided
when buying a business.
One of the first steps in the
acquisition process is determining valuation of
the business. A professional valuation of the
business can help establish the sales price upon
which both buyer and seller agree. Past financial
reports including Profit and Loss, Balance Sheet
and tax returns are invaluable in determining
the business’ value. Another important aspect
of the valuation issue is projecting the business’
cash flow and assembling assumptions that are
grounded in logical market analysis.
It’s important for the
buyer to perform due diligence as part of his
business research prior to offering the seller
money or formalizing a letter of intent. The letter
of intent sets out the basic terms of the acquisition
which may include price, payment methods and stock
or asset purchase options. Here again, professionals,
such as accountants, attorneys or business brokers
can be helpful.
As the purchaser of a business,
you may be held responsible for the previous owner’s
liabilities, regardless of any contractual language
to the contrary. The buyer should also make sure
that the seller of the business provides proof
that there are no hidden liabilities.
After an agreed-upon valuation,
letter of intent and determination of future viability,
both parties should try to construct the acquisition
in a way that equitably benefits both buyer and
seller. Tax benefits can accrue to one or both
parties depending on how the parties fine tune
the sales agreement.