Finding a good
business to acquire
This
information is primarily for the individual or small business owner seeking
to acquire a company. While not aimed at the corporate buyer, there is
relevance here also. This newsletter is a little longer than normal, as I
want to be comprehensive and because it is a very timely topic.
The economic conditions of early 2001 mean there
are more business buyers on the street. More buyers mean more competition,
bad news for buyers and possibly good news for sellers. Why only
possibly? Because novice buyers can drive a seller nuts. Not knowing what to
do, how to do it or what to do with the information drags out the process
and/or raises false hopes. A frustrated seller may blow off their best buyer
prospect because of a recent bad experience.
Define
criteria
The criteria of what to search for involves more
than the type of business. A buyer should define the:
·
Location
·
Size based on sales or employees
·
Cash flow (owner salary and profit, making allowances for
depreciation and anticipated capital expenditures)
·
Opportunity for continued growth and profits
·
Cash available for a down payment, closing costs and working
capital
There are incredible niches out there. Most
buyers I’ve worked with buy a company doing something they never imagined
when they started the process. These firms are usually unglamorous and very
profitable.
Know whether you are buying a job. There is
nothing wrong with buying a job, as long as you don’t do so when your goal
is to take something to another level or two. There are plenty of companies
that provide and excellent income, secure lifestyle and will increase your
net worth but yet don’t have the opportunity for rocket ship growth. These
firms have manageable risk, which means a smaller upside and a smaller
downside.
Play
the field
Too many buyers limit themselves to what is
available in the public market. The public market is companies listed with
brokers, advertised in the paper or on the Internet. Buyers network a
little, but it’s usually ineffective.
There are pros and cons with listed businesses.
On the positive side, you have a motivated seller. If the broker requires a
commitment fee to prepare and package the business, it often means less
“seller remorse.”
Intermediaries can be a tremendous aid in helping
with deal structure and in keeping the seller focused on the right issues.
They also have financing connections with lenders who know them and trust
their deals (based on the deals they’ve done).
On the other side, brokers only have a limited
number of listings. If the business “isn’t you,” don’t try to fit
your round peg into their square hole. There is also the matter of
competition. A broker’s job is to find as many buyers as they can for
their client, the seller. When they do a good job, they create buyer
competition. Nothing wrong with that, especially for the seller!
Often (but not always) owners take the business
to the public market as a last resort. They check with their friends,
accountant, attorney and banker. If their advisors don’t feel the business
is strong enough to refer a client to, they go public.
Business buyers should determine which brokers
specialize in the type and size they’re interested in and stay in constant
contact with that broker. New listings arrive regularly and if you’re
first in line you may find that gem before anyone else has time to get
serious.
Find companies before they hit the public market.
Network effectively; there are specific strategies that can improve your
results tremendously. Define what you want and use a combination of referral,
letters and telephone calls to get in front of owners.
The good situation is to find the owner who is thinking
about selling. A better situation is to find an owner who just experienced
one of the three D’s a buyer looks for. Divorce, death or disability (or
any other catastrophic event that forces an owner to sell sooner vs. later).
Directly contacting owners can be your best strategy or
your worst, depending on how it’s done. One downside is more of the owners
(more than those listed with intermediaries) are not motivated to the point
of action. They’re kicking tires the same as many buyers.
Run, as fast as possible, from any owner who says,
“Everything is for sale, for a price.” You will never put together a fair
deal with that person. You’ll overpay, and not just by a little.
Be active, be aggressive and be focused. There are a lot
of good businesses out there and it’s not easy to uncover the winner
that’s a perfect fit for you. It requires hard work and perseverance.