I Own a Small Business, Do I Need a Business Lawyer?
Whether you are starting your own business from scratch, going into a business opportunity, or buying a business, you need to have certain characteristics, traits, skills, and goals in order to succeed. So how do you know if you are ready to own a business? Basically, you need to ask yourself some hard questions and give yourself honest answers. If you don’t have the time and commitment to start a business, you need to look elsewhere for your income. You may be better served accepting a job with a company. There are those that need structure and a job is the place for them. But, if you are inclined to owning your own business, then lets discuss some necessary items. First, you need to have a plan. The plan can come from your own imagination, the franchisor, or the company offering the business opportunity. It doesn’t have to be something set in stone, and it doesn’t have to be fancy. It just needs to be a basic outline of what your business will be, what you will sell, how you will sell it, and what your operating costs will be. It is recommended that you include at least three months of operating expenses into your start up costs budget, which also needs to be determined in your plan. The next item is paramount to your success. It is the infamous 4 letter word and that is work.
After reading this article, you will be ready to start applying your knowledge and reach your American Dream of owning a business. This comes with a serious effort on your part; however, by reading this article, I assume you've decided to take this long journey and start making a change in your life. I'm going to introduce you to some easy ways to get the money you need through the modern-day miracle of leverage. We'll start with an approach that enables you to make the business actually pay for itself without requiring you to reach for your wallet.Question: Is it true that the method of taking money out of the company's cash flow is reserved exclusively for financial gurus?Answer: It is partly true. Most leveraging techniques have that reputation. And frankly, they shouldn't. If more people knew about them, many entrepreneurs would have been in business long ago. Such techniques only seem to be reserved for financial experts because they [the techniques] appear more frequently in strategic financial markets. You hear of many major acquisitions worth billions of dollars. Yet, you will never hear how it happened or what was involved. This information never goes public. As will be mentioned in Strategy 4, by developing a strong network with corporate leaders, you will definitely have access to that valuable information even though you might not work in the field.These are actually hidden secrets that I'm revealing to you right now. The power of information will allow you to go far. However, it's up to you to make the effort in searching for more information about the company that you want to acquire. Remember, the most powerful tool you have while you are dealing with the seller is showing him your knowledge in the industry and how it can be beneficial for him (and yourself, of course) to sell you the business. And, believe me, you too can put these powerful, yet simple, tools to use immediately.Question: What is the easiest way to explain how to use a business's cash flow for financing purposes?Answer: Let me start by giving you some perspective on how much money we're really talking about. One expert explains it this way:"The amount of cash an average business puts into its cash register over just two or three weeks is usually enough to cover the down payment to buy that business".Think about it. The cash that collects in just a matter of days is usually enough so that, with some creativity, you can use it to satisfy the seller's down payment. That can work no matter what type of business you are pursuing. Since there is no law that says you can't "borrow" that money, all you have to do is figure out how to use the cash collected to pay for the business once you have acquired it. This easy if you have a C.P.A to calculate your cash flow in order to know how to approach the seller with your proposal. Question: How does the process work?Answer: A few steps are required. You, or your C.P.A, must determine the net cash flow generated over the first several weeks of business by determining the difference between cash receipt totals and operating expenses.Question: What are the proper procedures to evaluate a business, and what should I prioritize to make my decision?Answer: There are several methods used to evaluate companies. Typically cash flow, assets, or replacement values, or a combination of these, are considered when determining the value of a company. The following lists various valuation methodologies typically used by valuation firms. Replacement Cost Analysis: o Generally, the value of a company does not relate to the value of replacing the assets of the company. Sometimes the replacement value of the property, plant, and equipment (PP&E) is far higher than the fair market value of the operating business. Sometimes the value of goodwill, such as customer relations, corporate logo, and technical expertise are far higher than the replacement value of the PP&E. You can often choose a particular industry by expanding facilities already owned, investing in entirely new facilities, or by purchasing all or part of a new company operating in the industry. The decision as to which investment to make depends, in part, on the relative cost of each. Of course, an investor will often consider capacity utilization, location, environmental, political, and legal issues among other things in determining where and how to invest. These issues may outweigh the importance of the replacement cost analysis; in such cases, this valuation method is not used to determine the fair market value of the company. Asset Appraisal Analysis: o It is generally possible to liquidate the PP&E assets of a company, and after paying off the company's liabilities the net proceeds would accrue to the equity of the company. It is necessary to determine whether such liquidation analysis should be performed assuming rapid or orderly liquidation of the assets. However, even when assuming an orderly liquidation of a company, it is generally the case that an operating company will be of substantially higher value. It is not appropriate to use the asset appraisal approach in this case because the company is operating successfully; under such circumstances, in the industry in which the company operates, the company's fair market value will almost certainly be in excess of the value of its assets on a liquidated basis. The sum is more valuable than the parts. It is appropriate to appraise non-operating assets using an asset appraisal approach to determine their value as part of the fair market value of the company. Discounted Cash Flow Analysis. o Another determinant in a company's value is the anticipated cash flow. Discounted cash flow analysis is a valuation method that isolates the company's projected cash flow that is available to service debt and provide a return to equity; the net present value of this free cash flow to capital is computed over a projected period based on the perceived risk of achieving such cash flow. So as to take into account the time value of capital it is typically appropriate to value the company's cash flows using a discounted cash flow approach. Total Invested Capital. o Each method of valuing a company or its business units places a value on the total invested capital. These various values are compared to reach a definitive fair market value. Often it is appropriate to weight the various implied values for total invested capital based on the relative effectiveness of each valuation method used for the analysis. When the value of the total invested capital has been determined, any claims to that value that have a more senior right than common stock are subtracted to determine the fair market value of common stock. These other claims include the fair market value of all debt, outstanding preferred stock, outstanding stock options, and share appreciation rights. Non-operating assets that had not been previously valued must be accounted for and added to total invested capital. These generally include cash and the fair market value of any non-operating assets. Terminal Value. o An owner may expect cash to flow to capital over an indefinite period of time. While valuation models often use predictions of future cash flows, it may be necessary to represent the value of the cash flow that can reasonably be expected to extend beyond the horizon of the projections. This value, known as the terminal value, is often calculated by multiplying the fifth year cash flow by a multiple. Selected multiples commonly use the median multiple of total invested capital to comparable companies selected in the comparable public company analysis. The selected multiple may be discounted to reflect the company's performance or size characteristics relative to comparable companies. This is quite similar to dividing the cash flow by the weighted average cost of capital and including a growth factor.Question: Well, that is all great. However, how will that help me in the purchase of the business?Answer: You negotiate a deal that enables the seller to receive the down payment directly out of the cash flow once you've taken over the company. If this sounds too good to be true, here is an example of its viability: An aspiring young entrepreneurial couple, Sandy and Kevin, wanted to buy a thriving restaurant and pastry shop in Northern Virginia. Although they were bright and energetic, and possessed some experience in the food industry, they nevertheless lacked-by a long shot-the ability to pay the $100,000 the seller wanted down on the total price of $500,000. (The restaurant's annual sales equaled $1 million, some of which came from a thriving commercial business selling its fresh roasted coffee to local gourmet supermarkets and coffee shops.)Fortunately, the seller agreed to pitch in and finance the $400,000 difference over five years at 10% interest. This happens often, especially with a good deal of persuasion. The couple's problem, however, was raising the remaining $100,000. Kevin's parents believed strongly in their son and daughter-in-law's skills and determination and decided to loan them $20,000 to be paid back at their convenience. That certainly helped, but they still needed $80,000. In order to reach this goal, the couple's C.P.A developed a cash flow statement for the first month of his clients' new ownership. Their suppliers wouldn't require any payment for a month so Sandy and Kevin would not have that expenditure. However operating expenses such as rent, payroll, and utilities had to be considered.Upon seeing the numbers from the financial analysis, Sandy and Kevin were convinced they could easily draw $80,000 from their business within four weeks. But the big question was: How could they convince the seller (who expected a $100,000 check on closing) to wait three to four weeks for his money?This is where creativity, persuasion, and earnestness were required. Strategizing with lawyers and their C.P.A, Sandy and Kevin devised a plan that enabled the seller to withhold the final papers of the sale for four weeks. During that period, they would pay the seller approximately $20,000 a week. If they missed a payment, the seller would have the right to renege on the deal. The seller agreed to this proposition giving Sandy and Kevin their American Dream for no cash of their own.This example represents over 80% of all take-over and acquisitions. In the worst-case scenario, the seller may not cooperate; in this case you should understand that he probably was never seriously interested in selling his business. It is possible that the seller was waiting to see how far you would go during the negotiating process, which brings us to the next question.
Buy A Business Over A Million Dollars-With No Money, Credit, Banks Or Prior Business Experience
When buying a business, there are some key steps to follow that will enable the process to proceed more smoothly.Which Business to BuyStart with deciding what type of business that would best suit you. You are most likely to be successful at a business in which you can make good use of your skills and experience. In addition, you will want to select a business that you would be passionate about since you would be investing not only financial resources but a good deal of time.After deciding what industry you want to invest in, consider what size business to search for. Analyze your management skills as far as the number of employees, volume of sales, location, etc. Of course it will also be necessary to explore financing options as well as your own financial situation. This will enable you to see what you will be able to afford to pay for a business.The Search Take your time in this business buying step to ensure that you are researching all avenues so that you find the best overall fit. Consider enlisting a business broker to help you. Also, there are many resources on the Internet that can help you with this process.Investigate the BusinessOnce you find a business that you believe would be the best match, there are several items to consider. Be sure to do extensive research on the business and its history. Discover the true reason the business is for sale by speaking with people who are familiar with the company such as local realtors and other business owners in the area.Before meeting with the seller, do some reading and/or speak with a professional as to what is appropriate to say or not to say at this point in time. The seller will also be considering how the buyer comes across as a prospective owner of his/her business.When you meet with the owners, you will need to make sure you find out what is included in the asking price. Also, determine if the assets are clear of debt.Examine the financial statements of the business, preferably with the assistance of an accountant in order to determine the past performance and the stability. If you are not certain that you are getting a clear picture ask for the business records and have your own audit done.You may also wish to ask permission to sit in on the business for a few days. This way you can get a good feel for what it would be like to be the owner of this operation.Pricing and FinancingThe next business buying step will be to determine what the business is actually worth. Analyze the worth using several methods including book value, modified value and replacement value. Find out how the seller derived his/her price and compare to your calculations. Then make sure you can really afford the business. In addition to your own contributions, see what financing options are available including loans from banks and credit unions. Family/friends may also be willing to invest.AgreementsWhile investigating the business, you may have a contract attorney draw up a letter of intent (LOI). This is a document that is a formal understanding that you and the seller are in negotiations, not a binding contract. Therefore if you should find anything you dislike, you don't have to go any further in the process.Finally if all goes well, have your attorney draw up a final contract. The attorney will specify all the details of the deal. Then you will be ready for closing.After all these business buying steps are completed and everyone signs on the dotted line, you will be ready for the next big step of owning your new business.
Buying a Business - The Best Or a Fixer Upper?
On the face of it, it should be a lot less risky now than it used to be to buy a business from a stranger. Most (but not all) States and Governments in the developed world have brought in stringent disclosure rules which aim to even things up between the supposedly rapacious seller and the innocent purchaser.Certainly these rules will expose or prevent blatant fraud and misrepresentation, but they can also lull you into a false sense of security. The very worst thing you can think is "Oh well, if the figures don't turn out right I'll just take them to court and sue the pants off them".If you're stuck with a dud business as a result of being deliberately deceived you certainly can take them to court. But you don't need me to tell you of the costs of litigation, the time it takes (years!), and the very real chance you may not succeed anyway.And in the meantime you have to spend your days desperately running a business that may not generate enough to cover these legals. Remember also that lawyers will only take on work on a contingency basis when they think their chances of success are pretty good. It's way, way better to get it right in the first place.Even though most sellers usually turn out in the end to be nice ordinary honest people, I as a valuer always look at them and their businesses with a suspicious mind, and you should too. Because the truth of the matter is that they know far more about the business and what is happening in the industry than you do, and they are quite within their rights to not tell you everything. If you don't ask, you may not find out until it's too late. "Caveat Emptor" is the Latin for "Let the Buyer Beware" and it is still true today despite all the well-meaning but bureaucratic attempts to shield you. Some of the traps I have listed in this and following articles may be legislated against in some jurisdictions and others may have to be disclosed by the vendor. But it pays to know about them anyway.I'll give you these tips roughly in the sequence in which I would check them out. Let me tell you now that everything is wrong with the business I select, but of course I don't know that when I start out. And if it were real I would walk away very early in the piece.I have chosen a retail business to illustrate these traps, but most of them apply equally to service and manufacturing businesses. I have not specified what type of retail business it is, for very good reasons.First, the facts and figures have been made up and do not represent any particular type of business. Second, the same type of business can be totally different in the way it operates and in its risk level from one country to another and even from state to state. Third, I would not want to give any type of business the bad name that this (imaginary) one deserves.So let's assume it is a general type of retail business and call it the GRB (General Retail Business) Shop. Let's also assume that it is a reasonably secure type of business, though somewhat sensitive to competitionLocation is paramount for retail and most service businesses (though the internet is changing that) but less so for manufacturing enterprises.The business broker gives me a half dozen businesses to look at. I select one that seems to be in the right price range - the asking price is $230,000 plus S.A.V. (Stock, (or Inventory) at Value) - and not too far from home. So I pay a visit.It's in a small suburban shopping mall that looks about 20 years old. The mall is busy for early Monday morning, which is a good sign. The shop is well located within the mall with good traffic flow and prominent signage, but is a little bit tired in appearance. A quick check shows it is the only one of its type in the mall. The owners seem friendly and cooperative. I ask if they do home deliveries. They do and take me for a ride around the area covered. There is a new housing estate going up close by which they say will increase business in the future, and the next nearest business of its type is some distance away.Trap 1. Not Being Told of Known Competitor Plans:I leave and decide to have another look at the housing estate. At the far end of it I discover a large sign announcing the imminent construction of a mega shopping mall with a GRB type of business already signed up. So the business is under threat from new competition nearby.The message here is, don't just check the location, check what is happening in the area. Talk to other shopkeepers, talk to locals, visit the council, and look at the demographics to see if they match the market for your products or services. There may be a new highway going through in five years time resulting in a property resumption, or a diversion of traffic away from your site - or it could be good news as well.
Buy A Business With No Money Down?