10 Small Business Startup Tips

According to a recent Forbes.com article, over a half a million small businesses get started each month while more shut down than start-up. With this statistic, it’s not a surprise that some would be leery in joining the almost 30 million small businesses in the United States. It may also come as a surprise that over half of the working population works in a small business and that most small businesses are home-based. Why then do people start small businesses with these kinds of odds? Because many of us are still deciding what we want to be when we grow up. And once we’ve learned that, we choose to make a go of it on our own.

Starting a small business or a home-based business is not something that should be entered into lightly. More often than not you’ll go through a long period languishing while trying to make your business viable. As with many big decisions in life, starting a business is a very big risk. There’s never an assurance of success. Rather, it is expected and statistically likely that you’ll fail. However, if you’re willing to work at beating the odds and fulfill a professional goal, this may still be the route for you.

I’d worked in libraries for over a decade. I spent the majority of that time in library administration. I knew a good deal about how to run a small business because I’d essentially been doing so for quite some time. However, when you go out on your own there are many pitfalls that can be made in your businesses’ infancy. Contrary to the popular song lyrics, the best things in life aren’t free. Shortcuts will likely come back to haunt you and so too will not putting in the sweat equity needed to not only financially succeed, but to also feel emotionally and psychologically empowered.

If you want to start a small business it has to be a deliberate process. However, it doesn’t have to be an expensive one. It doesn’t hurt for you to do some research. The Small Business Administration is a great free resource. So too are the books. Really, there are any number of tools to help you start-up or navigate the waters of small business. If you’re like the almost 75% of all U.S. business who are non-employers (self-employed with no additional payroll or employees), then you can be sure that there is plenty of information to help you achieve your goals.

Running a small home-based business can be inexpensive, not cheap. Don’t scrimp on the stuff that can really make you appear more professional without breaking the budget. Here are a few startup tips for your business:

1. Get a domain name.

You may not need to register your business’s name with the state. The fact is, that process may be unnecessary and It can be costly depending on the nature of your business. However, it helps if you have a domain name so that you can have a traditional online storefront and presence. That isn’t to say that you need to sell products through your site, it just means that you have a place that you can send people to online to find out more information about you and your products and services.

2. Use social media.

No longer can people lament about how they don’t use Facebook or Twitter, being on social media also lends an air of credibility and savviness to your business. Using social media is inexpensive and easy. There are plenty of online tutorials on how to use social media and by getting yourself out there by using the social media networks, it opens you up to more clients and the ability to interact in real-time with them as well. Also, don’t simply have a presence on social media, depending on your demographic, there are still some people who simply aren’t using social media. Thus, you must also have an easily accessible webpage as well.

3. It doesn’t hurt to use old school marketing tools.

Professional business cards as well as marketing items are now nominal in cost. Don’t just settle for free cards, pay that little extra to brand your items. This way you can be fully in charge of the message you’re putting out there. Think about it, what did you think of the person who handed you a business card that were clearly free ones?!

4. Use accounting software.

Quickbooks, Freshbooks, Nutcache and the list goes on. You can even use Excel if you’re so inclined. Regardless, it’s imperative that you start consistent and accurate record keeping from the very start. Make sure that all of your transactions, big and small, are in a place that will make it easy for you come tax time.

5. Work in the cloud and back it up.

Cloud-based software is available for everything. It also doesn’t hurt to use free ones in this case. Google is the gold standard when it comes to free. However, document creation and retention aren’t the only things you can do in the cloud. Accounting software, website administration, almost anything you can think of can be done in the cloud. Plus, it makes your data accessible anywhere that has an Internet connection. And don’t forget to backup your work. If you’re saving your work to your computer or saving it to a virtual drive in the cloud, be sure that you have a backup. Redundancy is key and it can also be very economical. A good rule of thumb is to have a physical and virtual off-site backup because Murphy’s Law always happens.

6. Be virtual.

Depending on the type of services you offer, there are companies out there that can assist you in getting jobs/projects. Companies like Upwork provide you with a place to offer your services to others and provides you with an online workplace. Being a freelancer has never been so easy. As a freelancer, you don’t have to limit how and how many clients you have.

7. You have to pay some to get some.

Yes, you can start a new business with no cost, however, by investing just a little money upfront you’ll almost ensure a return on your investment. Pay for a virtual fax service, marketing materials and other little things that will go a long way in ensuring that your business isn’t like every other “mom and pop” business. Just be careful not to go all in too fast. Recurring costs, though small, can add up fast. If you have recurring costs it means that you have to earn at least that much money per month.

8. Be tax savvy.

You must be cognizant of what kind of tax impact there will be as a result of your business. It’s common, depending on the type of business you have and if you don’t have employees, for you to not withhold any taxes during your first year. Getting a baseline for what your business will be like is important, just don’t forget that Uncle Sam may hit you with a large tax bill at tax time. Visit the IRS website or speak to a tax professional to help you with getting this sorted out before it becomes a very expensive mistake.

9. Make time for yourself.

When you commit to owning a small business the one thing you’re guaranteed is that it’s going to be hard. Despite how challenging it is, you have to take time for yourself. It’s easy to work long hours and to forget that we aren’t machines. Even if it’s just a 15-minute walk each day or something else that will break up your workday, you must not forget that sometimes it’s best to literally walk away to clear your head. This will do wonders for your mood and your process.

10. Be disciplined.

Sure, we all think that working for ourselves would be the best job in the world. But it’s not until you’re actually doing it that you realize just how easy it is to be trapped by the pitfalls of having no other boss than yourself. That quick television break inevitably turns into a television marathon, sleeping in one day turns into not setting the right habits you need to be successful. It’s easy to say that you’re going be disciplined and fully devoted to the success of your business, but old habits do die hard.

Each day brings challenges and uncertainties. You have to be willing to fail spectacularly. But you also have to be willing to love and nurture your business even on the days when you just don’t feel like it. If you don’t work, you don’t get paid. Despite that, the sky’s the limit and your earning potential is limitless when you’ve devoted yourself to doing what it is that you are passionate about. It’s important to remember that you’re not to give up when it gets hard. Those are the times you have to really dig in and remember why it is that you’re doing it in the first place.

The Most Important Part of the Business Plan – The Financial Model

During the 2000s, business planning and entrepreneurship experienced a resurgence due to the massive and expansive growth of Web 2.0 businesses and the solid GDP growth of the US. There was a deep hiccup in terms of the 2008 Great Recession, but for all practical purposes, this was nothing more than a major market correction that signaled the exponential change business has undergone with the integration of technology in the way we live life and build wealth. As the saying goes, though, “the more things change, the more things stay the same, and this is true of starting and / or expanding a business. Business planning remains the cornerstone of improving the probability of survival and success in commerce. The tools of planning have improved and changed, but the purpose and foundation of it have not. This valuable resource is more than a “glorified document”; it is a roadmap that keeps the business owner and his / her team focused and also serves as a lever to enhance the business’s investment prospects with both debt and equity sources of capital. The definitive part of the plan rests in the logic of the financial model because it provides a comprehensive and integrated layout of how all the other components of the business work together to produce a sustainable flow of cash and ultimately profit.

What Is A Business Financial Model?

This part of the plan documents and explains how the business makes, spends, and accumulates money in the language of numbers. The reality of business is that the operations of the firm must provide a reasonable value to the marketplace to justify an exchange of resources (i.e. products / services for money). The numbers included in the financial model provide the narrative of how the firm will accomplish these objectives. In order for these figures to have merit, the entrepreneur must provide “proof” of the business model via a sample of actual sales or rely on primary market data segmented specifically by location and industry. Depending on the stage of the business cycle, this portion of the plan includes financial projections of the main business financials (i.e. balance sheet, income statement, and cash flow statement), assumptions that motivate these projections, and supplemental disclosures such as notes to these projections.

What Are The Benefits of Producing and Using A Business Financial Model?
There are 2 main benefits to including this model in the business plan:

(1) Quick Access and Review by Capital Providers

For most entrepreneurs, debt and equity providers are key components of aiding the business in establishing or growing operations to a profitable level. The downside to this reality is that a majority of business owners are not prepared to pitch their businesses properly because they lack the proof. All is resolved, though, once the financial model of the business plan is completed. Not only does the entrepreneur have the proof of an actual document, he / she will have the ability to tell the story behind the numbers in a concise and targeted manner. The ability to tell the business’s story in such a way increases the odds of investment substantially because both management and business risk are mitigated by both knowledge and action.

(2) Forces The Business Owner to Validate the Business Model

Once the entrepreneur completes the financial model, he / she will have a solid understanding of the business’s prospects of sustainability and profitability. The “mousetrap fallacy” cripples many prospective entrepreneurs into believing that their business is a necessity to the market when in reality they have not taken the time to really validate (i.e. prove) the business model. In the immortal words of the Apostle Paul, just because you can do a thing well does not mean you should do it. In order to give yourself a head start in business, do the homework and put in the action to build out the business financial model.

Business Challenges and Ways to Overcome Them

For many businesses today, there are many challenges that come along inhibiting success. It is, therefore, important to know the pitfalls that one can run into and the possible solutions. Some of these challenges are:

• Lack of Integrity
• Resource management; borrowing cash
• Increased Competition and Selection
• Customer Loyalty and Marketing
• Uncertainty
• Regulations
• Risk management and problem-solving
• Finding competent staff

These are the main challenges that every business faces or will face. It will only be wise to have a prior understand what they are and hence find a proper way of solving them. No one starts a business to fail but at the same time, challenges are not meant for failing but to sharpen, strengthen and inspire growth. This article goes deeper into each of these setbacks and offers practical solutions for the same.

Challenges and solutions

1. Lack of Integrity

Lack of integrity can put a business on its knees. With the standards of living going up the roof, workers trying to meet their quarterly goals and be successful at the same plus get that little overtime bonus, the temptation to cut corners is so great.

Information is omitted or given in terms of doing what it takes to get ahead. There is head to head competition among employees, and soon the entire staff is infected. This behavior goes up the ladder whereby the managers and directors are also involved.

For integrity to improve, there is a need for work policies to change. There should be no room for any minor or major misconduct. Staff should be trained on how they are expected to conduct themselves. Different kind of systems can be used to deal with problematic employees namely, counseling, warning, and termination. The greater the misconduct, the greater the action taken. Those who show high levels of integrity should be rewarded so that other employees can be won over to good virtues.

2. Resource management; borrowing cash

Money is everything, and that is a statement that will be heard for a very long time to come. Many businesses are making a profit but what draws them back are heavy expenditures and borrowing. It is quite common to see many businesses, especially small ones, fail to manage cash flow.

The main solution here is to ensure that there is enough capital or cash saved up to meet business obligations as they rise.

Cash management becomes vital during the fluctuation period, as cash is flowing in more slowly into the business and moneylenders are less than willing to extend the loan repayment period. For the growing small business, tackling taxes and business the proprietor may handle accounting but dealing with the professionals is even better. Business books get more complexed with every client that walks in and employee you add. Having a professional bookkeeper will ensure your business succeeds where others are failing.

Borrowing money from lending institutions only adds injury to the cash flow situation since these institutions have the power to dictate the lending terms and policies.

3. Increased Competition and Selection

It has never been an easy task to start a business, however, gone are the years when it took long procedures to start a business. Today you can purchase a host domain name online and register a business with just a few clicks. Nevertheless, staying in business is a much more convoluted subject. While business expertise was once a time consuming and expensive endeavor, nowadays you can find experts online who you can consult and get assistance from on any difficulties encountered. There are user-friendly interfaces and even support teams to help you set up an online store, get marketing materials and business cards, all at a very pocket-friendly price.

The simplicity of starting a business creates a much wider level of competition. You are likely to find different businesses competing to come up with the best product while others concentrate more on their selling point instead product manufacturing. This contributes to increased selection, which makes it more challenging for businesses of all sizes to maintain customers who with a click of a mouse can change suppliers. It is a battle of marketing, focus and perception. Business owners who master these changes and provide a good customer experience will more likely be on the winning team.

4. Customer Loyalty and Marketing

Along the same road of increased competition and selection to a potential customer, emails, social media, texting and other communication modes are making it easy for individuals and businesses to get their messages out to customers and hence sell more.

The conservative fluctuation period is also causing a decrease in client base. Customers are forced to be conservative with their pockets and as a result, the normal business growth of new clients is not taking place as quickly as it should. Executives and business owners are forced to spend more time figuring how to go an extra mile in order to keep the existing clientele base. The same time, trying to figure out how to reach new customers in a cost-effective way without necessarily competing chiefly on price, this always leads to a race that ends at the bottom.

Figuring out the best channel for marketing is the key for individuals to be successful in the current business world. How do you reach your clients with the right message and where can you find them? Once you get a new customer, how do you keep them and when do competitors of all sizes and types, trying to convince them that they can provide it cheaper or better, constantly barrage them? Identifying what your clients want and giving them a satisfactory experience will make a huge difference in your business’ future.

5. Uncertainty

Everyone including business leaders is usually uneasy with uncertainty. Because of economic struggles and global debts, uncertainty is more common today than in the past years. The sorrowful news is that uncertainty leads businesses and individuals to a short-term focus. Because of uncertainty, businesses tend to shy off from long-term planning for short-term benefits.

While this might seem like a better choice, failure to plan five to twenty years ahead can end up destroying the value of the business in the end. Businesses must learn the art of balancing short term goals and long term goals. Usually, short term goals should be small steps leading towards the bigger goal. The ever changing market speculations by business analysts in the news usually leave a bitter taste in the mouth of business owners. The end result is executives and business owners raising prices, and thus, clients stop spending on the business. You need to get back to work with what you have and not media speculation.

6. Regulations

A change in the regulations is always a major concern in certain marketplaces, but unexpected energy, financial and environmental policy is wrecking mayhem for nearly every business today. Whether a demand from stakeholders or clients to become environmental friendly or an imposed policy to increase costs due to the new carbon taxes, environmental consideration is among the biggest problems that businesses face. And we don’t have to give too much pressure to the issue of financial regulation and reform though we do have some suggestions about how to prepare to face that problem if you are a brokerage house or bank.

The challenge to be solved is to comprehend the meaning of regulation in your marketplace, its effect on your business, and how to develop the skills which are required to deal with the challenge. Two main areas of regulatory problems and difficulties are health care and taxes. Lawmakers are still arguing over what is called the fiscal cliff, the combination of millions of dollars in budget cuts and tax increase. Even if the congressmen reach a conclusion, it is most likely that it won’t be understandable enough to the point of being required the following year.

Health care has also been another problem for businesses. For instance, the new Affordable Health Care Act (ObamaCare) is so complicated that local and state governments won’t understand what to do, and businesses will have to sacrifice resources and time to understand the law hence hiring professionals to break it down for them to implement it effectively.

Many businesses do not know whether they will have to continue with the national system, or the state system will be creating exchanges. Additionally, they do not know what that will mean for their costs. For some business enterprises, that information will aid them to conclude whether it is cheaper not to provide insurance and just pay the government fine of two thousand USD per employee or whether they will provide insurance to their employees and avoid the penalty. Companies that have nearly close to fifty workers may opt not to recruit more employees in order to remain outside the law’s radar.

7. Risk management and problem-solving

A major problem faced by nearly all companies is assessing, identifying and mitigating risks, including the financial and human capital. The need for a more sophisticated challenge solving competency among current business controllers is limiting the possibilities of their ability to effectively deal with risks facing their businesses. This is the main reason business managers tend to land from the frying pan into the fire, depending on who among their executives they are trying to put away and in most cases the ever changing business environment is what starts these fires.

So what is the challenge to be solved? We believe, to achieve more in the future, organizations must conclude that problem solving is the main path to business success then develop a strong problem-solving ability at all levels. As organizations continue to identify the challenges, they will have the right problem-solving techniques to know how to best maneuver them.

8. Finding competent staff

Without exception, every business owner has faced the major business challenge, which is, finding the right staff, ensuring they buy into the business’ vision and retaining them. I firmly admit that I have no magic formulae for this challenge. In fact, if business executives can come up with the right formula to engage and recruit the right staff members, they would have made millions.

A small organization is like a family and in most cases, they can dysfunction or work well. In large organizations, the main challenge in human resource is how to fit in the workplace and office politics, but when it comes to small organizations, it is skills and personality. When you work in a small firm, each individual’s personality can have a huge impact on the productivity and harmony of the business.

The main goal is to learn how to deal with each staff member’s personality, find out what drives each staff member and shape your management accordingly. In spite of unemployment, many businesses try to find the ideal staff members with the precise skill for the business. Many upcoming manufacturing jobs require individuals with hi-tech skills. They include vacancies at the production sites where computers and machinery are used to build products like machines and airplane parts. Some skills require several years of perfection and training. Because of technological advancement, business executives are struggling to find the right high-skilled individuals to fill positions in their firm; that is individuals who have the right IT skills, deductive reasoning skills, and problem-solving skills.

Final thoughts

Without the right skills to identify and solve problems that arise in business, many businesses end up failing in fulfilling their core mission and vision. It is then the obligation of business owners and executives to make sure that all these challenges are looked into and come up with the right formula to solve them. Moreover, it is not only the obligation of the business executives but also all other members involved in the business to make sure that some, if not all the challenges, are dealt with in an appropriate and ethical manner.

10 New Year’s Resolutions for Your Online Business

At the beginning of a new year we tend to contemplate our lives and try to find a way to improve our situation. We set goals and make a promise to ourselves to achieve these goals.

The same should be done with our business. We need to take some time to look over the last year to see how we can improve our business performance. What goals can we set for our business that will result in growth and improved results?

Here are some New Year’s resolution ideas for your online business growth and success.

1. Refine Your Social Media – Social media is a very important marketing tactic for today’s online business but it can be very time-consuming. You need to set a schedule for your social media participation. Use tools like Hootsuite, Buffer and TweetDeck. They can help you free up time that is needed for other tasks. Allow so much time per day for your social media activity. These sites can become addictive and can cause us to neglect other areas of our marketing and business management.

2. Learn New Skills – The many areas and facets of owning and running an online business can be very overwhelming. The techniques, tools and formats are constantly evolving. We need to always be learning and never settle into a routine with our online business. There are tons of resources online that can help you keep up with the ever-changing internet business world. HubSpot Academy is a great place to start. You can also try Moz for search engine optimization, LearnVest to help you manage your business finds and countless quality blogs to help teach you the newest and most productive marketing trends.

3. Get a Grip on Your Finances – If you do your own money management and record keeping for your business, be sure to analyze and plan accordingly. There are some great software programs to help you keep meticulous records of your business funds. A good example would be Quickbooks or Quicken. You need to know where your funds are going and if you should keep them going in that direction. Go over your advertising budget. Are you getting the results needed? Should you go down other avenues with your advertising budget? What are your regular expenses and are all of these expenses necessary or productive to your business? You need to go over all these questions and more to see if you are delegating your funds for maximum results.

4. Analyze Your Marketing Tactics – As above with your finances, you need to analyze all aspects of your marketing plan. Are your methods yielding the results you expected or needed? What tactics are working and which ones are not? Some techniques might need to be upgraded or even terminated.

5. Revitalize Your Business Plan – With all the new trends and innovations you might need to update your business plan. Go over the plan in detail and reconnect with your goals and aspirations.

6. Commit to Superior Customer Service – Customers are the lifeblood of a business. You cannot survive without them so why would you neglect them. Make it a priority to streamline your customer service and give your customer’s the utmost attention and care. Focus on their needs and providing the solutions to their problems. It is a sad fact that customer service is dying. Let’s bring it back to life!

7. Diagnose and Resolve Website Problems – Go over your website from a visitor or customer’s point of view. Clean it up, tweak the landing pages or ordering process, or upgrade your call to action. Find any obstructions and take care of them. Make your website the best it can be.

8. Increase Productivity – Many of us deal with poor productivity or procrastination. These are real problems. Study your work schedule and methods. What changes can you make to increase your productivity? Can you delegate? Can you use programs or tools to get more results in less time? Can you hire help? Do what you can to work smarter, not harder!

9. Expand Your Networking – Join some new groups or business associations. Find new ways to expand your network and meet new business associates or potential customers. Does your community have any groups you can join? Get involved with your community, give back to your community, be it online or offline.

10. Reignite Your Passion – Do you remember the passion and excitement you felt when you first started your online business? Along the lines, your passion might be dwindling but you can get it back. Go back to the beginning. Write down why you started your business. Why did you choose the business you have? What has this business done for you? Dig down and remember the reasons for all you have done. Take a break and let yourself become re-energized. Don’t let your business takeover every part of your life. Your business should be a part of you but not the “whole” you. Learn some new things and feel that old excitement come back to life.

Taking all the above steps will help you and your business become alive again. As with personal relationships, your relationship with your business can become old and stale. Don’ allow this to happen.

The business world as is our personal world is always changing and evolving. Keeping up with these changes takes determination and persistence. But you can set those goals and attain them. Make that resolution and commit to keeping it. You and your business will be better for it.

Eleven Steps in Buying a Business

Purchasing an established business can be a daunting and complicated process for many individuals. Understanding the steps involved in the acquisition and doing the necessary planning and preparation will enable the buyer to increase their chances for a successful transaction. Following an established and proven process will not only reduce the stress that often comes with chartering new territory but also eliminate many of the risks and unknowns that often derail a business acquisition.

  1. PERSONAL ASSESSMENT

The first step in buying a business starts with introspection. This process should be a thoughtful and honest examination of the candidates’ strengths and weaknesses, skill set, as well as their likes and dislikes. This analysis will assist in narrowing the selection for the logical and best choice of business enterprise to pursue.

What talents, skills, and experience do you bring to the table and what are the types of businesses that can excel with these attributes behind the helm. Here are a number of questions that the introspection phase should involve:

What type of business do you want to operate? Is it one where you are the owner/manager or do you prefer to have a management team in place?

What hours are you available to dedicate to the business? Obviously, owning a small business will never be a 9 to 5 endeavor. Having said that, it will be important to determine the time available to manage the business. Do you prefer a B2B business that operates M-F 8-6pm or are you more flexible and would consider a consumer oriented business that is open late or often over the weekends?

Are you successful at sales, meeting with clients, and being the face of the business or are you better suited to a managerial role and running the business from behind the scenes with an established sales force in place?

Are you able to travel and be away from home for several days or do you require a business that keeps you close to the family each day of the week?

Do you have a background and expertise in the manufacturing of products or is it the service industry or distribution model that is more your forte?

Do you have any licenses or certifications that qualify you for a certain business? If not, are you prepared to obtain the necessary credentials required for successful ownership if the targeted business requires such certifications?

What are the things that you really enjoy doing? What are the things that you prefer not to do? The best advice is to start considering businesses in industries that the buyer is passionate about.

These are a few of the questions that will help an individual assess the types of businesses that they are best suited for and assist in narrowing the range of enterprises where the buyers skill set, experience, capabilities and passions can be leveraged.

DEVELOP INVESTMENT CRITERIA

Now that you have established the type of business that is a ‘good fit’ the next step is to put pen to paper and concisely define your investment criteria. If you will be seeking bank financing it will be important that the investment criteria match your resume or the transferrable skills that you are bringing to the table. The investment criteria will state the following:

    1. What is the price range of the business that you can afford to buy?
    2. What is the geographic location for the business you seek to buy?
    3. What type of business are you looking for?
      • Manufacturing
      • Wholesale/Distribution
      • Service
      • Retail
      • Web-based
    4. What industry should the business be in?
    5. Management structure (owner managed or management team in place)?
    6. Size of business. In terms of:
      • Revenues
      • Profits/Earnings
      • Number of employees
      • Number of locations
    7. Recurring revenue model vs. project based

LENDER PREQUALIFICATION

If you plan to use bank financing to acquire a business it is important that you obtain a prequalification before your search process. Not only will this the ‘prequal’ provide you with the data as to how large of a business you qualify to purchase but it will also demonstrate to the business broker and seller that you are a serious buyer. If you are serious about buying a business and will need to obtain financing, receiving a bank prequalification is a required step at some point in time. Therefore, what would be the reason for procrastinating and not having this in place at the outset? There is zero downside and only considerable benefits. Contact your business broker as they will be able to recommend a financial institution that does business acquisition lending for the type of business you are interested in purchasing. This is an area where having the right lender is critical.

  1. BUSINESS SEARCH (Individual or Retained)

What is the process that you are following to locate and qualify businesses for purchase? Will you be conducting the search on your own or will you utilize the services of a professional business intermediary or broker. There are literally thousands of business for sale at any given moment. A process needs to be established for conducting the search and qualifying businesses. Few of these businesses are of the quality, caliber, and profit level that distinguish them as being best in breed. What have you done to ensure that you will stand out and be given the proper consideration when engaging a broker regarding a business for sale? The business-for-sale marketplace is plagued by unprepared and non-serious buyers inquiring about any enterprise listed for sale. It takes the right preparation, message, and professional team to establish contact and quickly get to the point where the business can be qualified as a legitimate candidate or one that should be dismissed. Too many prospective buyers fall prey to the late business internet search process and clicking on any business that catches their interest. Unfortunately, serious buyers get lost in the field. This is where the prior steps come in handy – having a personal bio, an established investment criteria, as well as a lender preapproval.

  1. QUALIFICATION

A business that is professionally represented for sale will have a number of documents available for review by prospective buyers (e.g. Financials, Asset list, Business Summary, etc). Buyers will need to execute an NDA in addition to demonstrating that they are qualified both from a financial standpoint as well as an experience standpoint to be considered a serious candidate.

At this stage the buyer should already have completed individual research or have first-hand knowledge on the industry. For those without direct industry experience there are trade magazines for just about any business sector not to mention the wealth of data available on the World Wide Web.

The buyer should have a list of questions already prepared, designed for one purpose – determining if the business meets the majority of elements within the investment criteria. The buyer should understand the value of the business. If the business is priced outside of their financial ability they should not be evaluating the business and wasting anyone’s time, most importantly their own. It will be important for a serious buyer to recognize that there is no such thing as a perfect business and each will have different strengths and weaknesses. Most buyers are seeking businesses with growing revenue, a stable customer base, excellent staff, established policy & procedures, and increasing profits. What are the most important qualities that you are seeking? Ranking the criteria is often helpful when qualifying businesses. Finding a business which meets some but not all of the criteria is more the norm than the exception. In many cases, the buyer may be positioned and experienced to improve certain business aspects that are deficient. Following this approach will also enable the buyer to quickly and efficiently eliminate those businesses which will not be a suitable fit, an endeavor that will save all parties considerable time. A quick no is far better than a slow no for everyone’s sake. Lastly, the buyer should recognize that the better the business is, the more they will be expected to pay.

After the initial information exchange the buyer should prepare a second set of questions based upon the particulars of the specific business. After receiving this information the time has been reached where the buyer knows whether their basic criteria has been met. The buyer is clear on the business valuation, the financials, and the business operations and the seller (through the broker) should be clear on how the candidate will be financing the transaction.

A teleconference should be arranged by the business broker to fill in any gaps of information and to allow specific business questions to be asked by the buyer and answered directly by the seller. Should this interaction satisfy the requirements of all parties a personal meeting and site visit is often arranged. During this meeting the buyer, seller, and broker can discuss the framework for a transaction that will satisfy the needs of each party. Only serious contenders should be involved at this point. Now is not the time to waste anyone’s time as a tire-kicker if the goal is not to proceed. Buyers should be clear that regardless of signing the NDA, data such as names of specific clients will not be divulged, not just at this point, but until the transaction closes.

  1. LETTER OF INTENT – TERMS SHEET

A Letter of Intent (LOI) and Terms Sheet are typically non-binding documents which are used for one fundamental purpose… to determine if there is a meeting of the minds between the buyer and seller on the price and terms of the sale. The LOI will outline the strategic points of the agreement. Investing time at this stage and preparing a more detailed document will avoid misunderstandings and prevent key terms from being renegotiated later. Some of the broad points that should be addressed include:

  1. Who is buying the business?
  2. What is being acquired (Assets, Stock)
  3. Transaction price and how that money is being paid
  4. Loan commitment letter date.
  5. Proposed closing date.
  6. Is there a consulting agreement and if so, what are the terms?
  7. What are the contingencies for the transaction to close?
  1. LOAN COMMITMENT LETTER

With an executed (signed) LOI in hand the buyer will now need to obtain a ‘Loan Commitment Letter’ from the lender. A loan commitment letter is produced by the bank and will confirm that the buyer is approved for financing to acquire the business. The Loan Commitment Letter is generated after a thorough review of both the buyer’s data as well as the target business’ data.

DUE DILIGENCE

Most business acquisition transactions will require bank funding. The bank will have a proven, structured, and very detailed due diligence process and it is this methodology that the buyer should rely upon when acquiring a business. Why attempt to recreate the wheel? The bank works solely on behalf of the buyer and their fundamental interest is in ensuring that the buyer is acquiring a business that has the required financial framework for the new owner to be successful and positioned to repay the principal and interest on the acquisition loan. The bank will provide a DD checklist that covers a wide variety of documents, including but not limited to the following areas:

  1. Financial Statements & Tax Returns
  2. Asset & Inventory List
  3. AP & AR
  4. Corporate Books & Records
  5. Contingent Liabilities
  6. Sales & Marketing Materials
  7. Employee Agreements & Benefit Plans
  8. Equipment, Vehicle, & Property Leases
  9. Customer and Supplier Contracts or other Agreements
  10. Insurance Policies
  11. PURCHASE CONTRACT

The business for sale contract aka Definitive Purchase Agreement (DPA) is typically drafted by the Buyer’s ‘Transaction Attorney’ after the LOI is in place. If the proper care was taken in developing the LOI, the DPA should be a much easier document to produce. In circumstances where the major deal components were not properly negotiated or addressed in the LOI, the DPA becomes much for complicated and a higher risk level is associated with the transaction closing.

Upon execution of the LOI, the DD period commences and the DPA should begin being drafted. The DPA is the binding contract covering all aspects of the transaction. The DPA will cover all assets that are connected to the purchase, including but not limited to:

  1. Assets/Stock being acquired
  2. Price, Terms, & Payment
  3. Representations & Warranties
  4. Covenants
  5. Indemnification
  6. Non-Competition Agreements
  7. Lease Assignments
  8. Landlord Consents
  9. Consulting Agreements
  10. Asset Allocation

In most transactions the DPA is executed at the closing table but this is not a requirement. In certain circumstances, the buyer and seller will elect to execute this Agreement prior to the actual close.

The DPA is the actual contract that consummates the sale of the business. It will include a number of Schedules and Exhibits detailing all of the terms of the sale. This is a custom Agreement and the level of detail, length, and companion schedules and attachments is predicated on the particular business.

During this stage the buyer should already have their new business entity established (assuming it is not a stock sale), business bank accounts created, insurance policies prepared, merchant credit card accounts (if applicable) in place, etc.

THE CLOSING

The closing should be the easiest part of the process. Why? Because all of the above steps have been followed diligently by both parties. For business-for-sale transactions the “closing” is simply the process by which both the buyer and seller execute (sign) all of the documents that have already been discussed and agreed to. Having the right transaction team in place from the start (transaction attorney, business broker, and lender) will make this a smooth process. Each of the advisors has their role and when done properly the closing becomes an uneventful step.

TRANSITION

The terms and conditions of the business transition will vary based upon the type and complexity of the individual business. Obviously, the specifics will have already been spelled out and agreed to in the DPA. For some businesses, a customary 4 week transition period is all that is required. For others, the Seller will assist for an extended period of time, often under an employment or consulting contract. When bank financing is involved, especially the SBA, the Seller is typically restricted to a consulting or employment contract that does not extend beyond 12 months. The transition period is the stage where the seller and new owner implement the change of ownership and how that is communicated to employees, customers, suppliers, etc.

The transition of ownership represents a big change and the goal is (often) to make it as seamless as possible. To be effective, this process must be planned in advance with all stakeholders in agreement