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Due Diligence - What You Don't Know Can Hurt You!


This article is written as a general discussion on the subject of Due Diligence and how to evaluate a small business for purchase. It is for informational purposes and not intended to be a definitive guideline for your exact situation. You should consult the appropriate professionals with regards to your specific transaction or situation. Further, this article is in no way advocating, suggesting or implying that anyone engages in any type fraudulent activities what so ever. These are simply things a buyer should be aware of when doing due diligence in buying a business.

Is this you? You have just spent months finding the right business. The seller says that you cannot go by what the tax return shows but he insists that the business is making a lot of money, and he can prove it. Your inspection of the profit and loss statement shows that sales have been increasing slightly in the last few years. Most important, and the best news of all is; the price is right! Does it sound too good to be true? I am sorry to tell you this, but it probably is.

I think it was Benjamin Franklin who said, “A fool and his money are soon parted.” Mr. Franklin must have known a lot of business buyers. When you buy an appliance that breaks in a month, it costs you a few dollars. When you go to a swap meet and are cheated because the solid gold watch is really gold plated, it costs you a few hundred bucks.

When a used car salesman cheats you, by selling you a lemon, where the speedometer has been turned back 100,000 miles, it costs you a few thousand dollars. Getting cheated buying a business can cost you hundreds of thousands of dollars. The only investment or purchase that I know of where you can be cheated out of more money then this is in the area of real estate, because real estate fraud can run into the hundreds of millions of dollars. If we include fraud connected to the US Government it can be billions of dollars.

You would be shocked at all the people between 1875 and 1950 who saw ads for prime real estate in Florida and bought swamp land sight unseen. What about prime Louisiana beach front with alligators living outside your front door? I have written a series of articles on real estate fraud and as I get older the series keeps getting bigger and bigger.

I hope that the point is made. Never buy a business on someone’s word. Actually, you should never buy anything on someone’s word. Confirm everything, believe nothing and understand that regardless of how careful you are, you are still going to find out things, after the close of escrow, which are going to surprise you. A similar example is one known by every employer. A staff member worked for a company for four months and complained to the personnel officer that the job was just too difficult. He kept complaining that he needed more training and lower quotas. You felt sorry for him. You talk to him and talk to him about it. You listen and believe all the excuses he gives you for his poor production. Finally he quit, blaming you for something that you did. This is the day before you were going to give up and fire him. Then you started to take over the work of finishing his incomplete projects. You are shocked, as you always are, at what he did wrong and even more surprised at what he had covered up, that he was not doing. This is what happens when you buy a business. You find out all the actions that the seller, not his staff, had stopped doing, from the day that he decided to sell the company.

Many of the businesses for sale, are doing well. Even so, sometimes the owners have personal things going on in their home life that is drastically influencing the business. Sometimes they have medical problems. Over half the time the business is not doing well and the seller is frustrated. It is very common for a seller to work hard to build his business, but because of many reasons, it doesn’t produce what the seller wants. He gets frustrated and one day he gives up. That is usually the day he calls that business broker he met and asks the big question. How long will it take you to get me out of this place? From that moment forward, in his mind, he is gone. He just counts the days until he physically walks out.

Have I scared you? Good, that is what I am trying to do. Do not despair; there is a plus side. It is worth all the grief that you go through to buy a business when you get in to the drivers seat, put all the marketing actions into high gear and start driving your own business.

In 2000, I had a client buy a car-wash soap manufacturing business for $2 Million dollars. The seller swore it was making $500,000 profit per year. Due Diligence showed it was only making $300,000. When presented with the auditors report, the seller claimed the audit was wrong. The buyer bought the company regardless, knowing he was overpaying for the business. Why? He had done his research on the production department and sales department. He went out on the deliveries with the drivers, and met customers. He determined that he could double the sales and profit within one year. After he bought the business he found two things to be true. 1) The profit was $300,000, as my audit found, 2) He could double the sales and profit within twelve months, and did.

The seller tried to screw the buyer, but in the end, justice was served. The seller screwed himself more than he screwed the buyer by not running his business correctly. If he had he could of sold it for a lot more than $2 Million dollars.
 
Due Diligence Defined:

The phrase is composed of two words. Due, which the dictionary defines as “proper or adequate”, and Diligence, which is defined as "Degree of care or caution expected of a person. Especially as a party to an agreement." Caution: is the watchword in this definition.

Conclusion

It is a hard life when you own your own business; you work long hours. Many people feel that is better than the alternative, which is to work for someone else, pay high taxes, never know if you will be laid off and after years of hard work, never have anything to show for it all.
 
If you are going to buy a business with your hard earned money, you want to make sure you get what you paid for. Many people believe it is all right to cheat the taxman but otherwise are very honest citizens. Others feel it is all right to cheat any poor sucker that comes along. Don’t be a sucker, do your due diligence and get what you are paying for.
 
Then build your new business into something you can be proud of and enjoy. While building your new business, I suggest you make it a point to study everything you can about tax planning, tax avoidance and reducing taxes legally. I started in College learning about the tax codes only to find that there are so many ways to save taxes legally, you would never believe it. You will sleep better at night, I promise you if you run your company “by the book.” Then ten to twenty years from now when you want to sell your business, you can ask top dollar and get it. This is because a buyer can do a simple business evaluation and clearly see that your business is doing exactly what your books say you are doing.
 
HAVING DUE DILIGENCE DONE and buying your own business can be a pleasant and rewarding experience!

About The Author: Willard Michlin, CPA is the President of a team of experts that offer business evaluation and due diligence services for business buyers (Offer Assistance, Second Opinion and Full Audits) when you are thinking of making an offer, or in the process of investigating a business to purchase. Servicing the California marketplace, Willard can be reached direct at 805-428-2063.


Categories: BizBen Blog Contributor, Buying A Business, Deal And Escrow Issues, How To Buy A Business



  Helpful Resources To Assist In Selling And Buying California Businesses
Diane Boudreau-Tschetter: Escrow And Bulk Sale Services

California Business Escrow, Inc. is a full service independent escrow company serving all of California and has expertise in a wide range of escrows. Our team prides itself on providing an exceptional escrow experience. For more info phone Diane Boudreau-Tschetter at 888-383-3331 or 209-838-1100.

Mark Chatow, Esq.: Legal Services For Buying, Selling Businesses

Mark has a broad range of small business purchase & sale experience from analyzing potential acquisition targets to successfully guiding buyers and sellers through the purchase & sale of small businesses. Mark can assist with contracts, negotiations, legal matters, etc. Reach Mark at 949-478-8393.

Willard Michlin, CPA, Certified Fraud Examiner, Due Diligence Services

Willard Michlin, CPA #106752, offers buyers step by step training & assistance in doing Due Diligence Services when they are thinking of making an offer, or are in process of investigating a business purchase. He helps to determine the actual net profit even when there is cash. Call 805-428-2063.

Helen Yoo: Escrow & Bulk Sale Services - Southern California

New Century Escrow, Inc. is a fully licensed & bonded independent escrow company. Over 20 years combined experience in handling bulk escrow transactions. Multi-lingual staff that speaks your language, including Korean, Chinese, Vietnamese. Call Helen Yoo direct at 626-890-1151.

Jack Oh, Business Broker - LA, Orange Counties

Business broker and real estate services in the Los Angeles and Orange County areas. 10 years experience with great negotiating skills. To sell a business or buy a business in the LA or Orange County Areas phone Jack and his team at 562-787-4989.

Rick Carlson, Business Broker - Southern California

You Will Never Feel Lost In The Shuffle. Many Brokers Simply Send Out An NDA And That's The End Of Communication. All Buyers Receive A Personal Meeting With An Ace Acquisition Specialist So They Can Recommend The Perfect Business For You. Phone Rick direct at 800-985-4939.

Larry Larsen, Broker, Laundry Specialist - Orange, LA Counties

I have over forty years of experience in the sales, ownership, management, and construction of coin laundries. He is a licensed broker active in the sale of coin laundries, a licensed insurance agent specializing in coin laundry insurance.

Mike Hurrell, Broker: Coin & Card Laundry Specialist Brokerage

Providencia Properties Inc in association with Golden State Laundry Systems is a full service Coin Laundry Real Estate Broker. At GSLS you will receive personalized attention from our professional staff of coin laundry experts. To sell or buy a Southern CA laundromat call Mike at 310-223-2240 X209.


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