Once you have an accepted offer, the clock starts on the due diligence period which ranges from 17 to 30 days according to the terms of your Purchase Agreement. Some of the items to review are:
Three year's tax returns on the business in one of the following formats:
a. Audited /best
b. Reviewed /better
c. Compilation letter /good
Three year's profit and loss statements plus the year-to-date P&L
Sales tax reports, if applicable
Lease on the business
Bank Statements for the previous year and year-to-date
Contracts with vendors and employees
Lease agreements on equipment
Other items that are business specific, i.e.; franchise agreements
The above materials should get you started on the road to due diligence and buying a business. Another good strategy during this period, if agreeable to the sellers, is shadowing them to get a good look at the business operation. The due diligence period of a sale is the dating period for the buyer and seller. The close of escrow is like exchanging vows-- once you close escrow, it is too late to reverse the sale. As Davy Crockett once said "be sure you are right, then go ahead, and never look back". It's the same principle with a business sale; you like it, you review it, you buy it, then you make it successful.
Determining cash flow is the most important goal of the due diligence process. For all intents and purposes you are buying a job and must be sure the business will meet your expectations. Cash flow is considered the total amount of money an owner can get out of the business. This includes items such as salary, taxes, insurance, autos and auto expenses. Additionally, non cash items such as depreciation and amortization, profits, entertainment and travel, retirement fund, parties, gifts, and any expense items that are incurred at the owners discretion and not required to run the business.
In my experience, buyers project improving the business 10 times better than the seller's current efforts, and in most cases they do end up with greater numbers than the previous owner. Sellers often get tired eyes after a few years of operating a business. Once you've been in business for a few years, let's face it, you've most likely tried everything at least once. Buyers will probably try the same things again and then some, but with a different twist, or at a different time. Fresh eyes and energy are what make a business succeed.
Due diligence is a process to make sure you are getting what you expected, laying the foundation where you can invest your new enthusiasm to grow the business. There is nothing better than being your own boss and driving your own success.
About The Author: Bob Hughes is a business broker in the Coachella Valley (Riverside County) and San Diego County areas assisting business buyers and owner/sellers throughout the Inland Empire. You can reach Bob by phone at 760-323-8311.
|Helpful Resources To Assist In Selling And Buying California Businesses|
|Chris Seaman, Business Broker - San Diego County Area
Founded in 1994, First Choice Business Brokers has accelerated to become one of the most successful Business Sales Organizations in the world. Our team of agents have gone through extensive training to become experts in the field of business brokerage. Call Chris at 858-578-4111 for more info.
|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.
|Peter Siegel, MBA - SBA Loans, Non SBA Financing Assistance
For over 25 years I have provided niche business purchase financial advisory and loan placement services with SBA and Non-SBA Loans, Retirement Plan Conversions, Private Investors, etc. Financing amounts available: $20K to $7MM. Call today to get pre-qualified or receive financing: 866-270-6278.
|Lee Petsas, Business Broker - Orange, San Diego Counties, Inland Empire
UBI Business Brokers has been successfully selling businesses in Southern California since 1965. Our Agents have over 100 years of experience in selling small to medium size businesses throughout Southern California. We service Orange County, Inland Empire, San Diego. Phone Lee at 714-363-0440.
|George Lanza, Business Broker, At Plethora Business Sales
Plethora Businesses, a division of A Premier In Services, Inc., is a Business Intermediary Consulting Firm headquartered in Orange, California. Plethora specializes in the listing and sale of small and medium sized private businesses.
|Ryan Clark, Business Broker, Southern California
The Veld Group provides a refreshing approach to Business Brokerage, Mergers & Acquisitions and Business Consulting and Valuations. From Your Street to Wall Street, we cater to Main Street Businesses as well as more complex Strategic Firms and Start-Ups. Phone Ryan at 310-652-8353.
|Michael Davidson, Business Broker - Southern California
Los Angeles Business Broker providing M&A quality services for Small Business Owners. We leverage our technology and expertise to Simplify & Expedite the Business Sales Process. Matching the right buyer with the right business is how we define success.
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