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Athari Advisors is a premiere advisory firm for mergers, acquisitions, sales and brokerage services. We help business owners prepare their businesses for sale and connect them with private equity firms, family offices, investors and qualified buyers to acquire those businesses. We provide the following additional services:

  • Buyer Location

  • Seller Location

  • Business Funding

  • Merger & Acquisitions

  • Holding Company Development

  • Business Valuation

  • Contract Negotiation

  • Escrow Services

  • Business Consulting

  • Due Diligence Support

  • Investment Consulting

  • Real Estate Brokering

SELLER TUTORIAL


Is it time to sell? Selling your business is a major decision! You have devoted your time, money, and energy into building, running, and operating your business. It may well represent your life’s work. If you have already decided that now is the right time to sell, you want the very best professional guidance you can get. This is when working in tandem with a professional business broker can make the difference between just getting rid of the business and selling it for the very best price and terms! Following are some of the most common topics and questions frequently brought up by sellers. If you have any questions that we have not covered, please don’t hesitate to contact us.


For Business Sellers: If you’ve gone this far, then selling your business has aroused enough curiosity that you are taking the first step. You don’t have to make a commitment at this point; you are just getting informed about what is necessary to successfully sell your business. This section should answer a lot of your questions and help you through the maze of the process itself.

Question 1-

The first question almost every seller asks is: “What is my business worth?” Quite frankly, if we were selling our business, that is the first thing we would want to know. However, we’re going to put this very important issue off for a bit and cover some of the things you need to know before you get to that point. Before you ask that question, you have to be ready to sell for what the market is willing to pay. If money is the only reason you want to sell, then you’re not really ready to sell. *Insider Tip:

It doesn’t make any difference what you think your business is worth, or what you want for it. It also doesn’t make any difference what your accountant, banker, attorney, or best friend thinks your business is worth. Only the marketplace can decide what the value of your business is.

Question 2-

The second question you have to consider is: “Do you really want to sell this business?” If you’re really serious and have a solid reason (or reasons) why you want to sell, it will most likely happen. You can increase your chances of selling if you can answer yes to the second part of this question: “Do you have reasonable expectations?” A yes answer to these two questions means you are serious about selling. The First Steps Okay, let’s assume that you have decided to at least take the first few steps to actually selling your business. Before you even think about placing your business for sale, there are some things you should do first.The first thing you have to do is to gather information about the business.

Here’s a checklist of the items you should get together:      

Three years’ profit and loss statements ·       Federal Income Tax returns for the business ·       List of fixtures and equipment ·       The lease and lease-related documents ·       A list of the loans against the business (amounts and payment schedule) ·       Copies of any equipment leases ·       A copy of the franchise agreement, if applicable ·       An approximate amount of the inventory on hand, if applicable ·       The names of any outside advisors Notes:

If you’re like many small business owners, you’ll have to search for some of these items. After you gather all of the above items, you should spend some time updating the information and filling in the blanks. You most likely have forgotten much of this information, so it’s a good idea to really take a hard look at all of this. Have all of the above put in a neat, orderly format as if you were going to present it to a prospective purchaser. Everything starts with this information. Make sure the financial statements of the business are current and as accurate as you can get them. If you’re half way through the current year, make sure you have last year’s figures and tax returns, and also year-to-date figures. Make all of your financial statements presentable. It will pay in the long run to get outside professional help, if necessary, to put the statements in order. You want to present the business well “on paper.” As you will see later, pricing a small business usually is based on cash flow. This includes the profit of the business, as well as the owner’s salary and benefits, the depreciation, and other non-cash items. So don’t panic because the bottom line isn’t what you think it should be. By the time all of the appropriate figures are added to the bottom line, the cash flow may look pretty good. Prospective buyers eventually will want to review your financial figures. A Balance Sheet is not normally necessary unless the sale price of your business would be well over the $1 million figure. Buyers want to see income and expenses. They want to know if they can make the payments on the business (more on this later) and still make a living. Let’s face it, if your business is not making a living wage for someone, it probably can’t be sold. You may be able to find a buyer who is willing to take the risk, or an experienced industry professional who only looks for location, etc. and feels that he or she can increase business. *Insider Tip:

The big question is not really how much your business will sell for, but how much of it can you keep? The Federal Tax Laws determine how much money you will actually be able to put in the bank. How your business is legally formed can be important in determining your tax status when selling your business. For example: Is your business a corporation, partnership or proprietorship? If you are incorporated, is the business a C corporation or a sub-chapter S corporation? There are also tax rules that impact certain businesses on seller financing. The point of all of this is that before you consider price or even selling your business, it is important that you discuss the tax implications of a sale of your business with a tax advisor. You don’t want to be in the middle of a transaction with a solid buyer and discover that the tax implications of the sale are going to net you much less than you had figured. Who are the Buyers? Buyers buy businesses for many of the same reasons that sellers sell businesses. It is important that the buyer is as serious as the seller when it comes time to purchase a business. If the buyer is not serious, the sale will never close. Here are just a few of the reasons that buyers buy businesses: ·       Laid-off, fired, being transferred (or about to be any of these) ·       Early retirement (forced or not) ·       Job dissatisfaction ·       Desire for more control over their lives ·       Desire to do his or her own thing A Buyer Profile Here is a look at the make-up of the average individual buyer looking to replace a lost job or wanting to get out of an uncomfortable job situation. Chances are he is a male (however, more and more women are going into business for themselves, so this is rapidly changing). Almost 50 percent will have less than $100,000 in which to invest in the purchase of a business. In many cases the funds, or part of them, will come from personal savings followed by financial assistance from family members. The buyer will never have owned a business before, and most likely will buy a business he or she had never considered until being introduced to it. Their primary reason for going into business is to get out of their present situation, be it unemployment or job disagreement (or discouragement). Prospective buyers want to do their own thing, be in charge of their own destiny, and they don’t want to work for anyone. Money is important, but it’s not at the top of the list; in fact, it probably is in fourth or fifth place in the overall list. In order to pursue the dream of owning one’s own business, the buyer must be able to make that “leap of faith” necessary to take the risk of purchasing and operating a business. Buyers who want to go into business strictly for the money usually are not realistic buyers for small businesses. Keep in mind the following traits of a willing buyer: ·       The desire to buy a business ·       The need and urgency to buy a business ·       The financial resources ·       The ability to make his or her own decisions ·       Reasonable expectations of what business ownership can do for him or her   What Buyers Want This may be a bit premature if you not have decided to sell, but it may help in your decision-making process to understand not only who the buyer is, but also what he or she will want to know in order to buy your business. Here are some questions that you might be asked – and, should be prepared to answer: ·       How much money is required to buy the business? ·       What is the annual increase in sales? ·       How much is the inventory? ·       What is the debt? ·       Will the seller train and stay on for awhile? ·       What makes the business different/special/unique? ·       What further defines the product or service? Bid work? Repeat business? ·       What can be done to grow the business? ·       What can the buyer do to add value? ·       What is the profit picture in bad times as well as good? Buyers Want Cash Flow

The first thing to keep in mind is that the vast majority of buyers want to buy cash flow. Sit down with your accountant or bookkeeper and begin to get your financial statements in order, with cash flow the order of business. Cash flow is not the same thing as profit. Most buyers look at the profit and loss statement or tax return, as well as owner or family compensation.They will consider any excess compensation to employees and family. Buyers will also look at large, one-time expenses such as a new computer system or remodeling. They will consider non-cash items like depreciation and amortization. Interest expenses will be reviewed, as will owner prerequisites. These are items that a professional business broker considers when advising a selling client on a selling price. *Insider Tip

What Can You Do? Appearances Do Count: The time to replace that old worn-out piece of equipment is before you decide to sell. Don’t assume that a new owner will want to do it or that the price will just be slightly lower because you haven’t replaced it. The time to “spiff up” the business is now, even if you aren’t selling. Fix the sign, replace the carpet, paint the place – make it look good. Even if you’re not selling, it’s just plain good for business, and you never know when the time to sell will occur. Keep in mind that anything that increases sales also increases profits and the all-important cash flow! Everything Has Value There are other things that add value to your business. Don’t discount the value of customer lists, proprietary products and/or techniques, well-maintained equipment, secret recipes, customized software programs, or good employees. These are termed “off-balance sheet items,” and although not used in most pricing models, they add to value. Look at your business very carefully so you don’t overlook those items that make your business more attractive to the buyer. Eliminate the Surprises Long before you put your business on the market, eliminate the surprises! Review every facet of the business and remedy any problems that could appear during the sale process. No one likes surprises – most of all potential buyers. Whether legal, accounting, environmental, or anything else – solve it now. *Insider Tip

This may sound like something that should have been done when the business first started, so it may be “after-the-fact”. You should create an operations manual. You may already have one, or started one years ago, or simply, have thought of doing one. Now is the time! It may actually create added value to the business. Even if it doesn’t, it will impress buyers that you have your business “act” together and should help you sell more quickly and effectively. Preparing a manual on how to operate your business can also be helpful even if you don’t want to sell. It doesn’t have to be elaborate, just cover the basics. A collection of ads that you have placed in a catalog or sample of products, publications, or menus (if the business is food related) is also impressive. Include anything to do with the business that might be helpful for a new owner. However, don’t include anything that is proprietary, such as customer lists, suppliers or secret recipes, etc. We look forward to working with you in finding a suitable buyer for your business. You, as the seller, are an integral part of the total marketing program.

Below you will find a few friendly recommendations that will help in our marketing efforts when you decide you are ready to sell. ·       Keep normal operating hours. There may be a tendency to “let down” when you put your business up for sale. However, it’s important that prospective buyers see your business at its best. ·       Repair signs, replace outside lights, etc. You don’t want your business to look as if it has been neglected. ·       Maintain inventory at a constant level. If you let your inventory slide, your business will look neglected. If anything, increase it so your business will look busy. ·       Remove items that are not included in the sale and unnecessary items, especially if inoperative. ·       Repair non-operating equipment or remove it if you are not using it. ·       Tidy-up outside premises. ·       Spruce-up the inside of the business.etc. It might also be helpful if you took a good look at your business from the perspective of a buyer. Try to put yourself in the place of a prospective purchaser of the business. What would you do to make it more attractive or more saleable? Obviously, the financial records of your business are critical to the sale of your business, but how it looks is also important. First impressions really count! If a potential buyer doesn’t like the appearance of your business, the rest of it may never get a chance. If you have any questions, please don’t hesitate to call us. We look forward to hearing from you! Do You Have Other Questions? Be sure to visit Selling FAQ for answers to the following questions: ·       How long does it take to sell my business? ·       What can business brokers do – and, what can’t they do? ·       What can I do to help sell my business? ·       What happens when there is a buyer for my business? ·       Why is seller financing so important to the sale of my business?                                              

Here’s a checklist of the items you should get together:      

  • Three years’ profit and loss statements

  • Federal Income Tax returns for the business

  • List of fixtures and equipment

  • The lease and lease-related documents

  • A list of the loans against the business (amounts and payment schedule)

  • Copies of any equipment leases

  • A copy of the franchise agreement, if applicable

  • An approximate amount of the inventory on hand, if applicable

  • The names of any outside advisors Notes:

Buyer Tutorial

Going into business for yourself is a big step, one that can be full of apprehension and even fear. Almost 90 percent of all those who purchase a small business have never owned a business. Most of them bought a business that was different than what they had been looking for. These buyers had the opportunity to explore the marketplace and subsequently found a business more to their liking. In most cases, the seller financed the sale. As you begin your search, keep in mind that running your own business is more than a job; it is a lifestyle change. In most cases, it is a very big lifestyle change. Usually, you will be working longer hours, making all of the decisions, and, as the expression goes, “you will be the chief cook and bottle washer.” In other words, you will be doing all of the work from running the business to, in many cases, sweeping the floor and changing the light bulbs. Most buyers are seeking to obtain the following when considering the purchase of a business: ·       Pride in the service or the product ·       Flexibility ·       Income ·       Control of own destiny ·       Recognition ·       Security ·       Privacy ·       Status ·       Customer and employee contact What To Look For 1. How long the business has been in business.

A business with a long track record means there are good reasons to be operating. It will be well known in the area, and people will be used to patronizing the business or using its services. The longer it has been in operation, generally, the better the business. 2. How long the present owner has owned the business.

The longer the present owner has been in business, the more likely he or she has been successful. People don’t stay in business if they are not making money. 3. Why the present owner is selling.

If the owner has been in business for six months, is 37 years old, and wants to retire, you should be suspicious. The more valid the reason for sale, the more realistic the seller will be in considering your offer. However, keep in mind that after five or six years or more, people do get restless, “burn-out” sets in, and people look for new challenges. Why the seller is selling is an important question – get the answer. 4. Why books and records are important.

The financial records are a good indication of how well the business has been doing over the years. Keep in mind that tax records are not designed to show the business in the best light; no one likes to pay more taxes than they have to, and business owners are no different. Generally, tax returns are a worst case scenario. You need to be able to look at the expenses and discover which ones are non-cash items, such as depreciation and business use of home and vehicles. How important was that business trip to Las Vegas? A professional business broker can point these items out to you. Keep in mind that financial records are only history. There are no guarantees that they will or can be duplicated or repeated. All of your profits are future. In the final analysis, the financial records of the business are an indicator of what the business has done; what you do with its future is up to you. 5. How to determine if the seller is reporting all income.

The simple answer is – you can’t! Not reporting income is against the law. You should consider only the income that the seller can show you. We all know, of course, especially in cash type businesses, that there is the possibility that the seller is not reporting all of his or her income for tax purposes. This “underground economy” has been well-documented and is in the billions of dollars. Many sellers will tell you about how much they are “skimming,” but you should ignore their statements, since they have no way of proving these amounts. In determining whether a business is the right one for you, you should base the decision on the figures actually supplied to you by the seller. The Bottom Line Being in business for yourself can be a daunting prospect. There are no guarantees. At some point, after all of your investigation is completed, you will still have to make that “leap of faith” that is necessary to proceed with the purchase of the business. You will have to work hard, perhaps even “tighten your belt” a little, and perform many different jobs to be successful in your own business. But, if running your own show, making your own decisions, not having to worry about job security (remember, no one can fire you from your own business), and just being on your own are important – then owning a business is for you. After taking this leap of faith, almost all business owners will tell you that they would never go back to being an employee. What should you look for when considering a business to purchase? Unfortunately, too many prospective buyers want to know the asking price first and then ask how much money they can make. These are the wrong questions to ask initially. You need to know how much cash the seller requires as a down payment. No matter how good the numbers are, there is no point in looking at a business if the seller wants three times as much cash as you are willing to invest. Remember, the actual amount of money a business earns is usually much more than just the bottom line. A smart approach is to get more information on the business, and even make a visit, before ruling it out or getting too involved in the numbers. It’s all part of the learning process. One of the most common questions asked by those who have never purchased a business (which is incidentally about 90 percent of those looking to buy a business) is how do you actually buy a business. There is no right or wrong way to buy a business. However, it is important that you get answers to all of your questions and that you have all the information necessary to make an informed decision. Here are the steps to buying a business that over the years have become the most efficient and practical: Get the Basic Facts Get preliminary information on price, terms, income, cash flow, and general location. There is no point in continuing the buying process if the amount of cash necessary to buy the business is more than you are willing to invest. At this point, don’t worry about the full price. It’s important, but the key factor is the amount of cash that is necessary to buy the business. There is very little outside financing available such as banks, etc., for those who are purchasing businesses. The great majority of business purchases are financed by the seller. This is why the amount you are willing to invest is a key issue. Also, the business has to be able to meet your basic financial needs. You always expect a business to improve under your ownership, but you have to be able to meet your living expenses as well as meet the debt service of the business. It is also important to remember that almost all purchase prices and down payments are negotiable. In fact, businesses generally sell for about 15 percent to 25 percent less than the original asking price. There is an old adage that says, “the more cash you are willing to invest in a business purchase, the lower the full price; the less cash you are able to invest, the higher the full price.

Visit the Business: Visit the business to see if you like the location and the looks of the business itself – both inside and outside. This is a visual inspection. Pretend you are a customer. It’s not time yet to talk to the owner. If the business is the type that does not lend itself to a visit, make an appointment with the seller to inspect the business, or have the seller’s representative schedule a visit. There is no point in going any further if you don’t like the physical location of the business or the appearance of it.

Get Questions Answered: If you like the business so far, it’s time to get your questions answered. For example: What is the rent? How long is the lease? What have been the sales for the past few years? Can the seller support the figures you have been told? Now is not the time to have the seller’s books and records completely checked. There will be plenty of time to do that and review other important issues during the due diligence phase. This is the time to get those questions answered that have a bearing on whether you may want to own and operate this particular business.

It is also the time to visit with the seller to get your questions answered about the business itself.

Make an Offer: If you now have your basic questions answered and you want to proceed with purchasing this business, it is time to make an offer, subject, of course, to verification of all the information you have received. The main purpose in making an offer is to see if the seller will accept your terms, price, and structure of the sale itself. Remember, you will have the offer subject to your verification of the important information. It doesn’t make sense to employ outside advisors and go through the time and expense of due diligence unless you can come to financial terms with the seller.

Due Diligence: At this point, you hopefully have arrived at a meeting of minds with the seller, and you are ready to begin removing the contingencies, performing what is commonly called due diligence.

*Insider Tip

Unless you are completely familiar with the type of business purchased, it is beneficial to include as part of the agreement that the seller will stay with you (30 days is fair, with perhaps another 30 to 60 days of telephone consultation) a sufficient length of time to teach you the business – at no charge. If you want the seller to stay longer, it may be best to offer to pay him or her a consulting fee of some type. For Business Buyers The next step to buying your own business is to make sure it is the right move for you and your family. Owning one’s own business is still very much “the great American dream,” but it’s not for everybody. Here are some questions that you should ask yourself before taking the next step. How long have you been thinking about buying a business? Many people are interested in buying their own business, but are not willing to make the commitment necessary to move forward. They continue to look just like those who continue to look at new and expensive automobiles, but will never spend the money necessary to buy. One veteran observer has said that the longer you look, the less likely you are to buy. What is your time frame to find a business? If you’re thinking of buying a business in two years, it’s good to start your education. Keep in mind that it really doesn’t make much sense to start your search now, since any business you find now will have been sold by the time you are ready to buy. It’s important, however, to arm yourself with all of the information and education available before you begin the search.

What is your primary reason for buying a business? If you are not motivated to buy a business, you won’t. You must go into business for yourself for the right reasons. If you’re tired of the corporate world, just have a “job-job,” or perhaps even a dead-end job, then business ownership may be right for you. Certainly if you’re unemployed or being transferred to a place where you don’t want to go – buying your own business can be a viable solution. Are you willing to invest a majority of your liquid assets in a business? Buying your own business requires a serious financial investment. If you’re the type who does not want risk, you might want to rethink owning your own business. It is not for the faint-hearted. Are you independent enough to make your own decisions and be in control? Operating a small business requires continual decision making. You’re the boss, and you are in control. All of the decisions are yours – right or wrong. And, you will make a lot of wrong ones. The question is, can you recover and keep going forward? If you brood about poor decisions or they keep you awake at night, owning your own business may not be for you. Is your family supportive of your owning a business? If your family, especially a spouse, is not behind you 100 percent, then you should think twice about business ownership. It’s very important that you have the support of your spouse. He or she has to understand that running a business can be time-consuming. On the plus side, however, many businesses do allow for flexibility so you can attend the afternoon little league game. Are you open-minded about different opportunities, or are you looking for a specific type or business? It’s best if you are open-minded, especially if you are a first-time buyer. There are many types of businesses available, and you don’t want to limit your choices. You should be looking for a business that will provide the income you need (or ability to do so), that you can afford,that has numbers that work, and, most importantly, that you can see yourself running. Do you have reasonable expectations? Do you think that you can buy a business with lots of cash flow for $100? It’s important that you have realistic expectations about what your money will buy. Many sellers are willing to assist in financing the sale of their business, but remember, they’re not going to give it away. Keep in mind that many business owners have spent years building their business, and it may represent the biggest financial asset they have. They’re not going to just hand it over to you. Can you make the “leap of faith” necessary to buy a business? Many prospective business owners do their homework, do everything necessary to begin the purchase process, and then back out of the transaction. They just don’t have the courage to go forward. There is nothing wrong with that; not everyone should buy and own their own business. However, if you don’t think you can part with your money and take over operating the business on your own, you may want to take a second look at business ownership. Do you need a guarantee? If you are looking for a guarantee or a sure thing, then business ownership is not for you. You can and should look at all of the financials, tax returns, and all of the books and records. Remember, however, that they all represent history. You can’t buy anyone else’s history. A new owner makes changes, no matter how subtle. Their management style is different, and times change. You have to look at the business with the attitude of how you can improve things. The financial history of the business is certainly important, but it does not guarantee the future of the business – you do.

Do You Have More Questions? Be sure to visit Buyer FAQ for answers to the following questions:      Why should I buy a business rather than start one? ·       What is the real reason people go into business for themselves? ·       How are businesses priced? ·       What should I Look for? ·       What does it take to be successful? ·       What happens when I find a business I want to buy? ·       Why should I go to a business broker? ·       Do I need an attorney?                                        

Financing the Purchase of a Business

Financing a business acquisition requires careful planning and analysis of all your options. I recommend that you begin your search for financing with a bank or SBA loan because these are generally the least expensive sources of capital It’s typically easier to get bank or SBA financing to buy an existing business than to start a new one because the business already has a track record that the lender can evaluate. Most lenders will first consider you for an SBA loan because these loans are partially guaranteed by the U.S. Small Business Administration. SBA loans have the most competitive interest rates and longest repayment terms. The downside of working with a bank or SBA lender is that it can take a long time to get financing and can be difficult to qualify for a loan. In the next section, we explain what you need to qualify for a bank or SBA loan. What Do You Need to Qualify for a Bank or SBA Loan? Your ability to get a bank or SBA loan for a business acquisition typically depends on four main factors:

Your personal credit score (should ideally be over 650).

Business management or industry experience (3-5 years of experience)

Down payment (need 10-30 %)

Collateral (can be business and/or personal assets). Loan Application and Documents When buying a business, many documents exchange hands between the seller and the buyer. When applying for a loan, you will be asked to submit financial and other documents for the business. Purchase Agreement The purchase agreement states the final purchase price of the business, what is being bought, what actions are required by the seller and buyer at closing, and the effective date that ownership of the business is transferred to the buyer. Financial Documents for the Business There are a variety of financial documents for the business that the lender will need to evaluate its financial condition:

Last 3 years business tax returns

Current year income statements, balance sheets, and cash flow statements

Information on outstanding business debts

Business lease *

Organizational documents for the business (e.g. incorporation docs and business licenses)

Resume (*Include a resume for yourself and any business partners. The resume should highlight related industry experience and general experience in running a business. Business Plan It’s vital to include a comprehensive business plan so the lender can evaluate the business’ future potential. You should outline the business’ past history, its current condition, and your strategy for increasing profits, describing how the loan proceeds will help you accomplish your goals).

Include 3-year financial projections for the business. At least the first 12 months should be broken down monthly.

What If I Want to Buy the Business Real Estate?

Most people who buy a business purchase the assets and revenue stream of the business and pay rent to occupy the building from which the business is run. Sometimes there is an opportunity to also buy the business building or office. If your acquisition includes the purchase of real estate, then you can get an SBA 504/CDC loan for that portion of the purchase. 504 loans are typically the cheapest option to finance real estate purchases. They require a 10 % down payment and have 10-20 year terms. However, 504 loans can only be used to purchase real estate and equipment, so another loan (e.g. an SBA 7(a) loan) would need to be used for the remainder of the acquisition.

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