On Sale: American Business

August 13, 2008

As highlighted in BusinessWeek, and illustrated by the recent acquisition of Anheuser-Busch (BUD) by InBev (INBVF.PK), the United States is on sale. The weak stock market and even weaker U.S. dollar are allowing foreign buyers to purchase U.S. companies at discount prices. In the past five years, 2,331 U.S. firms with a total value of $772.3 billion were purchased by foreign buyers, according to data provider Capital IQ. In 2007, 614 U.S. firms, valued at $294.4 billion, were acquired by foreign entities, up from 541 deals valued at $155.1 billion for 2006, and 226 firms valued at $49.6 billion in 2003. While foreign buying slowed some with the slowing global economy in 2008, there has still been 266 foreign deals announced year-to-date valued at $121 billion.

Who is next? It is difficult to tell, but the types of business purchased are being affected by the economy. Right now very stable businesses with good brands are being looked at. Companies similar to past and present takeovers, such as Anheuser-Busch, Genentech (DNA), Lucent Technologies, MedImmune, John Hancock, Commerce Bancorp, IPSCO, and the Thompson Corporation will be targets. If the economy were to improve, companies affected by the slowdown in the economy, and currently a little too risky given the environment, may also start to be considered, right at the point business starts to pick up.

Not surprisingly, bankers and M&A specialists expect the deals to continue and even accelerate if the dollar continues to be weak against the Euro. Foreign buyers also seem to have easier access to credit, compared to their American counterparts. Even those American companies who can obtain credit are less likely to do so given the uncertain economic environment.

Until the U.S. credit and housing problems are behind us, there may not be much some of these companies can do. Something to think about when you are having you next cold glass of InBev.

How I Bought a Financial Software Company

April 24, 2008

The first company he had owned had specialised in developing and selling high-end web-based tools. Now he was impatient to get up and running again, and worked out that buying an established business offered the best route.

“To be honest, I wanted a faster start,” he says. “I’ve done it from scratch before and it takes a year and a half to get things going, and can be quite painful.”

“I’d been searching on BusinessesForSale.com for about nine to 12 months and came across a number of businesses, which I investigated and interviewed, and for one reason or another, were not suitable. Then I found Montrose.”

Reliable income stream

David had found a business with a lot going for it. It sold a unique product – meaning there was no real competition – that large corporations found extremely useful.

Montrose had been trading for 5 years and was an established business with one, great product: software that sifts through invoices and identifies duplicate payments – invaluable for large companies paying 50,000 or more supplier invoices per year.

In effect, he was buying a reliable income stream. “It was a reputable business with an existing customer base and good customer case studies – important for me as I wanted to avoid starting from scratch.”

Confident about what he wanted, how to get it and how to run it, David was decisive. “I knew the business and knew the industry,” he explains. “I put an offer in quite quickly, roughly at the asking price, which was a six-figure sum.”

A fantastic opportunity it may have been, but the seller, Paul, found it difficult to find buyers – at least at first. He had paid an agent around £12k to put a package together and find corporate buyers, but that route came to nothing. Within two weeks of listing on BusinessesForSale.com, however, he found six, genuinely interested parties.

Buying a business is not always a smooth process, by any means, but David’s purchase went through relatively quickly. “It was a similar process to buying a property, really: we started just before December and the whole process was completed in mid-March 2007.”

Fiscal%20Tech%20Logo3.jpg“There were several things that weren’t up to the standard that I would expect,” he says. “When you buy a house, if there are a few cracks, you can negotiate on the price. So we changed the payment terms a little bit to give me some assurances”

Much of this time was spent on due diligence – working through what was and was not real in the company’s assets, accounts and customer base – which was carried out over the course of several meetings at the company office and by talking to existing customers.

There were several other offers, but David believes the seller chose him as he demonstrated from the start that he was “committed” to an acquisition. By maintaining a productive, constant dialogue with the seller he ensured he was always further down the line towards securing a deal than any other potential suitor.

David did not involve an agent, choosing to carry out the due diligence himself. His professional legal advice was given by a specialist solicitor for a fixed price of £1,500 and there were no major legal issues during the sale.

“Like a house”

Since the acquisition he has redeveloped the product, expanded the customer base, improved customer services and rebranded the firm as Fiscal Technologies. But before doing so, he contacted all its customers to explain the changes and confirm that service would continue – albeit in an enhanced form.

“We have created V2 [version two] of the product and are just about to launch V3 in May 2008,” says David. “Like buying a house, the first thing you do when you get in is redecorate.”

Even though his intention had been to avoid the struggle associated with a brand new business, the past few months have still been challenging. “Again, it’s like a house,” he says. “You are re-gutting and putting in new equipment, and then, when it’s all done, you have a housewarming” – the company’s main relaunch took place in July 2007.

Nevertheless, if we continue with David’s house-building analogy, a bit of DIY requires rather less effort than building a home from scratch. And in the time that David would otherwise have spent building walls, he has improved an already pleasing interior.

“Over the last 12 months I have built up the business,” he says. “There are now 11 of us in total – some part-time, some contracted in, but all recruited personally – and it is ticking over very nicely indeed.”

David’s and Fiscal Technologies’ plans for the future are nothing less than ambitious. “We aim to expand substantially and reach a turnover of £1m by 2010. We have just set up an American office and are working with the UKTI [UK Trade & Investment] to develop our brand in the US market.”

His customer base has grown too, doubling from 25 customers when he bought it to over 50 in the US as well as the UK – quite an achievement in just a few months. This was partly achieved by installing a new customer service management system, Salesforce, a product David describes as “invaluable”.

And this is where the analogy with buying a home falls apart: when you buy a business, you’re not just buying a limited portion of land with bricks and mortar; you’re also buying something with horizons for expansion that are limitless, potentially stretching to all corners of the world.

Valuing a Business for Sale and Sensitive Issues

April 23, 2008

I’ve been a business broker for many years and I’ve brokered the sale of hundreds of operating businesses and franchises. I’m always amazed at how much faith potential buyers put in the business broker and the seller. I’ll tell you straight out, the business broker and seller are not on the buyer’s side! Remember, for a broker, no deal — no commission! So what can you do to avoid making possibly the biggest financial mistake of your life? Get as much information as you can so that you’ll know what to watch out for as you negotiate to buy a business. Here’s some of the key things you should know about before buying an operating business and Valuing a Business.

So you’re thinking about buying or selling an operating business. Well, don’t do another thing before you read this article! Don’t make the same mistakes that many others have made when buying a business and turn your dream into a financial and emotional nightmare!

DEALING WITH UNREPORTED CASH SALES

One of the biggest problems in the valuing of small businesses for sale is the frequent claim by; the sellers that they are taking large sums of unreported cash out of the business and therefore, the “profits” won’t support the asking price of the business. But “trust them” they say, the cash will be there for you. My advice is to ignore all claims of unreported cash income! How do you know the seller is telling you the truth? If the seller will cheat the IRS, why won’t he cheat you? And do you really think the seller will admit to you, a stranger, that he is committing a felony if he thought that it could be proven? If the business’s unreported sales and profits don’t support a reasonable asking price for the business, walk away. Find another business to buy that is run on the up and up. It’s your money and time you are about to risk — don’t be foolish.

VALUING THE BUSINESS

Valuing the business is not as hard as you think, but you should never completely rely on a broker’s or seller’s estimate as to what a business is worth. Remember that buying a business is fundamentally an investment and consequently the business is worth only as much as its ability to generate profits for you based on how much money you must put into it. If you are going to work in the business as most people do, then the business should also pay you a fair wage in addition to the profits. The best way to determine a business’s value is to work backwards from the available profits that a seller can prove.

For example, let’s say that a business has a total of $100,000 pre-tax profits (proven by IRS tax returns for the latest full year of operation), before allowing for an owner/manager’s wage. You plan to work full time in the business (and believe me, you probably will!), and a fair wage for the work if you were to hire someone to do it is $40,000. That leaves $60,000 of available profit to work with but don’t forget to deduct the income taxes that you’ll have to pay on this, probably about $18,000 depending on the state and city the business is in, plus other personal factors (figure at least 30%). That gets you down to about $42,000 of profits left to be able to either pay off the debt you incur to buy the business or to provide you with a reasonable return on your cash investment (if you’re lucky enough to have this much cash).

There are many ways to work with this $42,000, but most lenders of money to buy a business, whether they are the sellers themselves or others, want to see a relatively short payoff term (let’s say 5 years) and a fair interest rate on the money (let’s say 10%). When you do the math to determine the values of $42,000 yearly payments for 5 years at 10% interest, the amount turns out to be about $165,000. This is the approximate total value of the business and a good starting point for negotiations.

When I say total, I mean total. The total value and therefore the business’s selling price must include all closing costs, assets, transfer and franchise fees, etc. Remember; a business is worth only as much as its ability to produce profits for you. Of course, if you change the time period for payoff of the purchase price, the interest rate, the anticipated taxes, and other factors, the price you can afford to pay for the business can go up or down.

SKELETONS IN THE CLOSET

Other things that you must watch out for are the “skeletons in the closet.” These are hidden problems that many businesses have and which may be motivating the seller to unload. You’ll have to be sort of a detective to find these, but I’ll list a few here so you get the idea of what to look for:

* personal affairs of the seller that may affect the ability to sell the business (e.g., divorce)
* credit problems with banks and/or suppliers
* historic downward business trends in the seller’s particular industry
* downward business trends for this business in particular
* recent bad publicity, bad reports at the Better Business Bureau, etc.
* expiring patents or licenses
* the potential non-renewal of a major sales account
* significant increases in rent to be expected (if the business space is leased)
* changing franchise terms that will increase operating expenses for the business
* an impending or actual zoning change that will make business expansion difficult or impossible
* major new competition (such as a new shopping center or a new mega store in the area) being planned
* increasing difficulty or expense in getting raw materials, products, or services
* unapproved existing variances in violation of zoning regulations
* leases that are non-assignable or non-renewable
* legal claims, encumbrances, and liens against the business
* unpaid taxes (income, sales, FICA)
* product obsolescence
* pending litigation against the business
* state and/or federal law violations that will require a major expense to correct
* poor management of capital assets
* obsolete machinery, overvalued inventory
* partner and/or shareholder who may not concur with the seller’s desire to sell
* potential major increase in product liability insurance
* potential labor union or other employee related problems
* inability of a buyer to replace a “superman” seller who has a unique capability for running the busines
* non-compliance with environmental and/or safety requirements
* recent suspension of a liquor license for regulation violations
* need to hire a policeman to handle rowdy customers at certain times

SO WHAT SHOULD YOU DO?

Although buying an operating business is filled with many potential pitfalls, it is still one of the best ways for a beginner to get into business. There is a proven track record, an existing customer base, a well known name, location, marketing and sales strategy, etc., etc. If you buy the business properly, without overpaying and not taking on any fatal skeletons in the closet, you will have your instant piece of the American dream to be your own boss and to control your own financial destiny. Get all of the information you can to educate yourself about what to look for and what to look out for. Study the particular business that you are interested in and don’t let anyone push you into buying. Tens of thousands of successful business sales take place every year and the key to a successful transaction is information and knowledge on the part of the buyer.


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