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Ho-hum, you may be thinking. Or, boring. Maybe even, when can I possibly fit this into my hectic week?

As an entrepreneur, you are an extremely busy individual who probably shoots from the hip more often than not. So, do you really need to take the time and effort to put a business plan in writing?

Almost every CEO and business consultant in the country would answer with a resounding, “Yes!” The importance of a business plan cannot be overemphasized; however, the plan should be carefully considered and comprehensive and objective in nature.

Many entrepreneurs are quick to write a plan if they are seeking external financing, but the reality is every company needs a plan.
Having a good business plan in place will help you stay focused and achieve the goals you have set.

The U.S. Small Business Administration notes that “a business plan should be a work in progress.” Conditions change every day. Our national economic climate is not what it was ten years ago, and your local business environment has more than likely changed in the last few years. Factor progress or decline in your specific industry into this mix as well.

Focus on what makes your company special: what niche does it serve? Think about where you want your business to be in one year, five years, ten years.
What should be included? An executive summary that states the intent and purpose of the company; a thorough description of the business (including information on marketing, human resources, policies, procedures and competition); financial data (P&L statements, balance sheet, list of equipment); and any supporting exhibits (including resumes of principals, lease agreements and other legal documents).

Time spent today creating a business plan is definitely a solid investment in your company’s future.
 

You may be dreaming of starting your own business from scratch. Or are you really dreaming of being your own boss and seizing control of your financial destiny?

Most entrepreneurs would be wise to take a look at purchasing an existing business, provided they have the financial power to do so. Most business owners and industry experts would agree with the logic behind this decision. After all, the potential for failure is huge when starting something brand new, whereas stepping into the shoes of a successful entrepreneur provides the new owner a tremendous head start.

According to the U.S. Small Business Administration, over half of all small businesses fail in the first five years. Start-ups are tricky, and that first year of operating a company can be like walking through a field of land mines. What equipment should you buy? Who is the best vendor for supplies? Will you need to hire employees? Where should the business be located? What are going to name it? Do you need to create a logo? What about establishing policies and procedures? How will you attract customers? Have you thought through an emergency plan? Those are only a few items that will need addressing in the initial stages of establishing your entity.

By purchasing an existing company, you dramatically reduce problems that generally arise within the first few months of operating a business. The company is established, and you inherit a name, location, equipment, vendors and suppliers. Perhaps most important are the customers that are in place, familiar with the business and its products or services.

When an entrepreneur buys an existing company, a training period with the former owner is generally included. The amount of training time is often negotiated when an offer is made to purchase the business. Savvy entrepreneurs use this time wisely to learn about the day-to-day operations, as well as demand, seasonal fluctuations, competitors and marketing. Ask questions and perhaps suggest that the previous owner be available via phone for a period after the training (be reasonable with this request: a question here or there is expected, not lengthy conversations on basic issues that should have been covered during initial training).

Not only are customers in place, but buying an existing business usually means there are employees in place who want to remain with the company. Having a built-in customer base, earning a profit from Day One and retaining knowledgeable employees are a great way to begin your new venture.


 

In the spirit of the season, we offer a wish list for a typical buyer and seller of a small business. Entrepreneurs who are selling their companies, as well as those looking to purchase, generally agree on what would make the process more seamless overall.

Today’s blog focuses on what the seller wants:

•    A qualified buyer – This not only means someone with the financial resources to meet a down payment and secure financing, it also describes someone with experience owning or managing a business -- perhaps with some knowledge of the industry itself. A qualified buyer more than likely has established ties to the geographical area and if married or in a domestic relationship, has the support of his partner.

•    An appropriate offer – A seller appreciates an offer that is solid, reasonable and timely. Sellers expect contingencies to be a part of the offer, but also anticipate these to be realistic. One of the most common contingencies is a lease transfer with equitable terms for the buyer.

•    A practical due diligence phase – Sellers are pleased to answer questions and share pertinent data during the due diligence phase; however, buyers should take care not to pose queries or make statements that may be perceived as an insult to the seller. Common sense should dictate how the buyer should best introduce discussions on past decisions the seller made or how the business is run on a daily basis. Buyers should prepare their due diligence requests in writing and as soon as possible after the offer has been accepted.

•    A smooth closing – The closing should be a time of celebration for both parties, not a time for second-guessing, bickering or hesitation. Hiring a closing attorney experienced in the business transfer process helps immensely. By the time everyone is seated at the closing table, all questions should have been answered, all pre-closing paperwork completed and the buyer and seller should be confident this is a win-win situation for everyone involved.

•    An efficient transition – Most sellers, particularly those who created the business from the ground up, truly want to see the business continue to grow and prosper. Sellers want their buyers to be successful, and most will work hard to ensure the buyer is completely comfortable with all facets of the business during the training period that begins after the closing. This transition phase often involves introducing the new owner to suppliers and customers and showing the buyer everything related to running the business, from how to operate office equipment to the best way to manage employees’ schedules.

As a business broker, I have most enjoyed working with buyers and sellers who are forthright, reasonable and agreeable. Having realistic expectations on both sides and keeping a professional and positive attitude throughout the business transfer process goes a long way toward reaching a successful closing.
 

One of the most difficult challenges facing the seller of a small business is finding a qualified buyer.

The key word in the preceding statement is “qualified.”

Potential buyers are easy to find, but they don’t become buyers unless a closing takes place. There are a lot of lookers around, and they are adept at draining a great deal of unrecoverable time and emotional energy from a seller.

One of the biggest advantages to working with a knowledgeable business broker is that a professional is experienced in winnowing out these tire kickers to find those few, qualified prospects. This is one of the most valuable services a broker may provide to a seller.

If you’re attempting to sell your company without a broker’s assistance, here are some warning signs to keep in mind.
    •  The buyer is taking his time in order to find the “perfect” business.

        o  A prospect who is gainfully employed (notably for a larger corporation in a managerial role) has time on his side. He may be in love with the idea of being his own boss, but may never leave the security and familiarity of the paycheck and career he currently enjoys.

        o  The buyer may be taking his time because he’s incapable of making such a large, possibly life-altering, decision. Many more individuals than one might imagine fall into this category. A potential buyer may think he is ready for such a challenge, but once faced with actually choosing, finds himself paralyzed.

        o  If a buyer has been searching for six months or longer, he may have expectations that are impossible to fulfill.

    •  The buyer has no financing. Although this seems obvious, a buyer might be quick to assure the seller he has the means to obtain cash, and sometimes a seller wants to believe he has indeed found a qualified buyer. Be cautious if the buyer:

        o  will need financing (unless it’s based on the equity in his home), especially if the buyer has not even approached an outside lender

        o  has no available cash to pay for closing costs or a down payment

        o  claims to have a wealthy relative or friend who will be financing the deal, particularly if you have yet to meet this affluent individual

    •  The buyer’s spouse is not present during meetings or is completely unsupportive of the venture.

    •  The buyer is immersed in detail too early in the process. He may be asking too many questions, especially relating to insignificant details; he may act as though he knows far more than you as the seller; or he may take a copious amount of notes at every meeting.

A savvy business broker will also cite buyer red flags of a more personal nature, such as being very young (late teens or early 20s) or too close to the typical retirement age. Brokers often mention if an individual has lived in the geographical area for quite some time, but is still a renter instead of a homeowner, it might give a seller reason to take notice.

Obviously, this is not a comprehensive list, and some buyers who exhibit these tendencies may turn out to be very well-qualified. However, these characteristics do represent consistent trends in our industry. If your prospect starts to fit the profile of a tire kicker, you may find it prudent to evaluate the time and energy you are expending, as well as the information you are sharing, with this individual.

 

Whether you are buying or selling a business, your legal counsel can make or break the deal. It is important that you emphasize to your attorney that you want the sale to go through. In many instances, the sale of the business fails to close because the attorney for one side or the other makes too many demands of the other side.  Certainly, you want your attorney to protect your interests, but not to the point where the demands are so strenuous that the other party or his or her counsel balks.  If your attorney understands that you really want to buy--or sell, as the case may be--he or she will be less apt to make outrageous requirements or demands.  Below are some things to consider when dealing with your attorney in the buying or selling process.

•    The Both Parties should understand just what is being sold--and purchased.
•    The corporate records should be current and complete.
•    The seller should have available the current insurance policies and the names of the insurance agents involved. 

If there is more than one owner, there should be a designated spokesperson representing the group.  This authorization for one of the owners (or stockholders) to represent the business should be in writing and signed by all of the owners.

•    The buyer and the seller must both have the same understanding of the sale and its terms.  Too often, they each have their own perception of the deal.  Each party to the sale must understand just what the deal is and who is getting what, or the sale may be doomed before it starts.

To help prevent wrecked deals, good communication between all of the parties involved is a priority. Unless they are told, outside advisors may not realize how much the buyer and the seller want to consummate the sale.  The attorney needs to know from the client that this is a serious-minded transaction and that, unless something completely unanticipated is discovered, his or her job is to pull the deal together.  Too often what happens is that after the offer is signed and everyone appears to be in agreement, the ball gets dropped.  Everybody assumes that everybody else is following through and that all is fine.  The attorney for one side or the other attempts to push on an issue that is, normally, not particularly important--and suddenly, what was once a simple transaction now falls apart.  Unfortunately, the attorney thinks he or she knows what is best for the client and draws paperwork or demands something without even discussing it with their client.  The damage is done, the other side gets angry, and another sale "bites the dust."

The use of a professional business broker can, in many cases, alleviate this problem.  The business broker--having been through the process many times, usually much more often than any of the attorney's involved--knows the pitfalls.  However, it is important that the parties to sale are operating on the same wave length and have the same understanding of the sale.