From the category archives: Certified Business Brokers News

Tips, tricks and long term strategies you should consider when buying a business in a Texas town near you.

Sell Sooner There's Never Been a Better Time for Business Owner to Make a Move

Now that the election is over, some Americans are worried that they're going to have to pay more in taxes in the near future. During the campaign, President-Elect, Joe Biden, wasn't shy about telling the American public that he wants to raise taxes on the wealthy. That's a big part of his overall tax plan. Biden has repeatedly said he won't raise taxes on anyone making less than $400,000 per year.

Election 2020: Joe Biden's Tax Plans

Also remember that the President can't raise or lower taxes on his own.

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Earnouts In The Time of COVID-19 is a Win-Win

An earnout is a type of payment agreement which is sometimes used in a business acquisition. An earnout is a buyer's commitment to pay the seller a certain amount of the money tied to future performance after a sale. Under an earnout agreement, the seller receives part of the purchase price up front, and additional funds over time. The terms of the earnout are written into the sales contract.

Earnouts will probably play a bigger part of deal structure in the months ahead.  If business recovers, buyers and sellers both come out winners.

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How to Buy a Business Using Retirement Funds, and NOT Pay a Penalty Tax

  You can use funds from qualified retirement accounts such as 401(k), 403(b), pension, profit sharing, and IRA rollovers to start or buy a business with no taxes, no penalties, no loan repayment and no hassle. Will I pay tax or penalties if I use retirement funds to buy a business? Not if you use qualified money correctly. Qualified money is money with a tax beneficial wrapper around it because it was accumulated in a tax-benefited plan. Many people have been building retirement accounts with much of their money in qualified retirement vehicles like an IRA or 401k. If these accounts are improperly accessed (“unwrapped"), they stand to be hit with up to a 50% tax penalty in state and federal income taxes, depending on tax bracket and state of residence. So, the question to be answered is, "How can a person access their retirement funds to purchase a business without paying a penalty or income tax?" How to Use Retirement Funds to Buy a Business Without Penalty There are three p ...

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The State of the Business-For-Sale Market 2020

Is 2020 a Good Year to Sell a Business?  Before deciding whether or not to buy or sell a business in 2020, you should be aware that political unease is driving down business valuations. While there is no recession yet, the prospect of one is still on the horizon, and 53 percent of business brokers surveyed by the Market Pulse Report of Pepperdine Business School says it’s already driving down valuations. This national survey was completed by business brokers and M&A advisors with the intent of providing a valuable resource to business owners and their advisors.

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Run Your Private Company Like It's Public and Get Top Dollar When You Sell Your Business

Small businesses often operate as if their sole purpose is to fund the owner’s lifestyle, but the most valuable companies are run with financial rigor. You may be years from wanting to sell your business, but starting to formalize the operations now will help you build the future value of your business. Then, when it comes time to approach the market and put your business up for sale, you’ll fetch more for what you’ve built. Learn how to get top dollar when selling your business.

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Our Top 6 Posts on Buying a Business

Buying a business is a nuanced endeavor. There are a lot of details that can be easily overlooked if you aren’t doing due diligence. From analyzing the competitive marketplace to examining the top buyer mistakes, we’ve compiled a list of our six most popular blog posts to provide the wealth of information you need as you consider purchasing a business:

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Buying a Business? 16 Common Business Buyer Mistakes

The following is a discussion of 16 common mistakes made by first-time or novice Buyers in their search for a business to purchase. Use this checklist to help you from making the same wrong moves. (1) Inadequate Assessment of Capital Resources When a business broker attempts to QUALIFY A NEW BUYER in terms of his financial resources, the primary Buyer capabilities of interest are: cash on hand available for a down payment additional funds available for working capital credit or borrowing capacity From experience, brokers recognizes the necessity of having a reserve of funds for working capital including, operating costs, transition costs, changes desired by the Buyer after purchase, additional advertising and a safety margin. The BUYER'S ASSESSMENT of his financial resources should be made prior to searching for a business to buy in order to focus efforts on acquisition candidates that fit financial capabilities. (2) Unrealistic Expectations Owning your own business ...

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Will It Sell?

“Not every business will sell and a significant number never make it to market because professional, ethical advisors won't take on an engagement with little-to-no chance of success. The Q1 2019 Market Pulse Survey reveals that, on average, advisors decline about 70% of the business opportunities that come their way because the business is considered "non-saleable." 

There are any number of reasons we might decline to take a business to market,” said Lisa Riley, principal of LINK Business-Phoenix. “Unrealistic expectations, meaning sellers place too high a value on their business, is typically the number one deal killer. Declining sales trends, dated business practices, over-reliance on the owner, and significant customer concentration issues can all impact your ability to sell.” 

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Why You Should Work With A Certified Business Intermediary (CBI)

Selling your business will likely be one of the biggest decisions of your business life.

No doubt you have a good idea of what your business is worth. But there are many factors to consider when putting your company on the market. Is now the best time to sell? Should I look for a cash deal or should I consider certain terms? What about confidentiality?

Working with a professional business intermediary will provide the expertise to help you make those decisions. Consider teaming with a Certified Business Intermediary (CBI), a professional who fully understands what it takes to successfully sell a business. A CBI can bring significant value to the complex process and help you complete a sale that will include the best possible value and some peace of mind.

A Certified Business Intermediary, or CBI, is the designation awarded by the International Business Brokers Association (IBBA) to members that have met certain educational requirements and ethical standards. IBBA is the largest international, non-profit association operating exclusively for the benefit of people and firms engaged in the various aspects of business brokerage and mergers and acquisitions.

A CBI is an experienced, proven professional whose claim of competence is supported and documented. With the skills necessary to handle the marketing, negotiations and complex details involved, a CBI can successfully complete the purchase or sale of your business.

To earn the CBI designation, an IBBA intermediary must meet the following requirements:

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Why Are Business Owners Selling Their Companies?

Recent studies indicate that retirement continues to lead as the number one reason for selling a company. Because a business often represents up to 70% percent of the owner’s overall wealth, it is critical that they take a proactive approach when preparing for their exit. Owners who succeed in harvesting years of hard work will not only financially benefit them on a personal level, but they will have more wealth to pass on to their families.

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Your Guide To A Successful Business Exit Plan

Perhaps you’re planning to retire, or perhaps you’ve decided to pursue a different type of business venture. You realize this is the perfect time to sell your business, and you want to ensure you’ll receive a profit that reflects the time and dedication you’ve put into your business. A strategic and perfectly executed business exit plan is the cornerstone of intelligent and responsible entrepreneurship. 

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National Survey: M&A Advisors and Brokers Say 2018 Is The Best Year to Sell a Business in Last 5 Years

Optimism in the M&A market is at an all-time high according to findings from the Q2 2018 Market Pulse Report published by the International Business Brokers Association (IBBA)M&A Source and the Pepperdine Private Capital Market Project. 21% of business advisors surveyed say 2018 is the best year they’ve ever seen for business owners to sell their businesses. Another 37% say it’s the best time in five years, and 17% say it’s the best in the last 10 years.

Consistent with general market optimism advisors believe seller advantage is growing, with year-over- year seller-market sentiment increases in all market sectors. In the Main Street market, for businesses valued at less than $500,000, seller market sentiment is at the highest it’s been since the survey started in 2013.

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Training New Owners After Selling a Business

When you sell your business, it's common practice to provide training for the new owner.  But what does new owner training involve? What are your responsibilities? And how long will you will be "on the hook" after the deal has closed?

The whole idea of training the new owner may seem alien to the Seller.  After all, why would someone purchase a business they aren't capable of operating?  But in reality, people with relevant backgrounds, can and do, with limited training and experience regularly purchase small businesses. They probably have experience in either the industry or business management aspects, but maybe not both. Seller training gives them a crash course in their area of weakness and prepares them for the real world challenges of running the company on their own.

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Why You Should Consider Buying From a Retiring Entrepreneur

You could waste your time seeking out the next Facebook or Uber. But the more successful path often involves taking over an existing successful business. Now is one of the best times to consider this potentially lucrative option. Why it’s a Great Time to Buy Aging Baby Boomers have created a tsunami of businesses about to be put up for sale. Over the next two decades, retiring owners will bequeath or sell at least $10 trillion worth of assets and more than 10 million businesses. Seventy percent of these businesses will be sold, presenting a major opportunity to entrepreneurs. It might not be as exciting as buying the next start-up, but buying a decades-old well-run business is a sound investment that often requires much less effort. Here are eight tips for those considering taking over an existing business: Do Your Research What sort of business do you hope to own? If you already own a business, is there room for synergies with a business you hope to take over? Do you have a pr ...

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The Difficult Issues Often Attached To Valuing A Business

There is little doubt that valuing a business is often complex.  In part, this complexity is due to the fact that business evaluation is subjective.  The simple fact is that the value of a business is often left to the mercy of the person conducting the evaluation.  Adding yet another level of complexity is the fact that the person conducting the valuation has no choice but to assume that all the information provided is, in fact, correct and accurate.

In this article, we will explore the six key issues that must be considered when determining the value of a business.  As you will see, determining the value of a business involves taking in several factors.

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All Signs Say that 2018 May Be an Ideal Time to Sell Your Business

A number of factors, including record-high 2017 M&A activity and the passage of tax reform legislation, indicate that 2018 will be an excellent year for business owners to move forward with transitioning out of their businesses. If you’re a business owner who is thinking about selling or transferring your business to someone else within the next few years, the time to start preparing is now!

Increased 2017 Q3 M&A Activity

2017 is on track to set a record for the highest number of businesses changing hands since 2007, according to's Third Quarter 2017 Insight Report. And, there was an increase in M&A activity by private equity and strategic corporate buyers in Q3 of 2017 compared to Q2, according to the Q3 2017 Market Pulse Report published by the International Business Brokers Association (IBBA), M&A Source, and the Pepperdine Private Capital Market Project. The report attributes the increased activity largely to the strong demand for add-on acquisitions.


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Why Businesses Do Not Sell

It would be nice to live in a world where every business-for-sale was sold at top dollar. While there is no such thing as a perfect business free from all defects, there are a number of problems that can hinder a sale that could be remedied, if given enough time. This article lists ten of the reasons which are often cited as contributing factors in an unsuccessful sale or a completed deal for less than potential value. Business intermediaries need to be up-front with their seller clients, educating them on the challenges faced, and the likely impact that one or more of these issues will have on completing a successful transaction.




 a.    Valuation/Listing Price


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Performing Successful Due Diligence In A Business Sale

Performing due diligence on a business being considered for purchase should be conducted much like a surgical procedure. The operation should be an organized examination of the vitals of the company. It should also be approached knowing that this is an invasive phase of the sale process for the owner.


This stage of buying a business begins once you have made your offer and the seller has accepted. A contractual agreement has been entered into between the buyer and seller outlining the price and terms of the sale. The contract is contingent upon the business passing "inspection," which is the due diligence period allotted to the buyer.



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It's A Competitive Market For Buying A Business

If you are looking for a profitable, well-run business to acquire, you are not alone.  Right now, there are not enough businesses for sale to meet buyer demand, as reported by a Market Pulse Survey in early 2017 sponsored by the IBBA (International Business Brokers Association) and M&A Source. The survey was conducted with support from the Graziado School of Business at Pepperdine University.


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Navigating Today's Business-For-Sale Environment

A record number of small businesses were bought and sold in America in 2016, topping 2015's totals by 8.6 percent and 2014's previous high by 4.6 percent. Will this momentum be sustained? According to Deloitte's year-end report "activity is poised to accelerate, perhaps significantly." Primary factors for the bullish outlook are stock prices at historic levels, interest rates... despite the forecast for an increase...remain near or at historic lows, an improving business environment, more qualified buyers on the market, and much improved financing options.


The following data shows a snapshot of 2016 market statistics for the Greater Houston Metro Area. A total of 66 U.S. metro areas were represented in a report by BizBuySell from data provided by Business Brokers. Most businesses are valued based on a multiple of adjusted earnings.

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Should You Become A Business Owner?

While being a business owner may in the end not be for everyone, there is no denying the great rewards that come to business owners. So should you buy a business of your own? Let’s take a moment and outline the diverse benefits of owning a business and help you decide whether or not this path is right for you.

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Initial Common Questions Buyers Ask Sellers When Looking For A Business To Acquire

When looking for a business to purchase, most prospective buyers have an initial list of qualifying questions they ask an owner of a business they are interested in. In addition to this baseline information, buyers may use the first couple of meetings or calls to get a clearer understanding of the business and to assess its risks and upside aspects.

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What Drives The Value of a Restaurant?

The valuation of a restaurant is much like any other business valuation. But, there are certain factors unique to the restaurant industry. The universal drivers for many restaurants are pretty simple: quality, hospitality, consistency, value, cleanliness, and customer loyalty. 

You may have heard the saying that the three most important ingredients for a successful business are location, location and location. Obviously, there are other factors which are very important as well, but you cannot compromise on location.

In a 2005 publication of Cornell Hotel and Restaurant Administration Quarterly, the authors noted how successful owners were able to describe their concepts - and why people like it - in great detail - those unique reasons why people choose their restaurant over their competitor.

1. Location, Location, Location

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What Serious Buyers Look For When Looking For A Business To Purchase

Serious buyers want to carefully look at the financials of a company under consideration and all of the other major aspects of the company. However, there are a few other areas that the serious buyer will investigate that sellers may overlook. The Industry – The buyer will want to take a serious look at the industry itself, the customers, the suppliers, the competition, etc. This investigation will cover the strengths, weaknesses, threats from competition, and opportunities of the potential acquisition. With the growth of the “big box” retailers, much power has shifted from the manufacturer to the retailer. A manufacturer may want to increase prices, but if Wal-Mart says no, it’s a very powerful no. Discretionary Costs – Some sellers will reduce their expenses in discretionary areas such as advertising, public relations, research and development, thus making for a higher bottom line. However, these cuts will hurt the future bottom line, and smart buyers will take notice o ...

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Buying a Business - Make Your Acquisition A Good Investment

Future profit potential, and how much you can impact that future, is the most important intel you can have when purchasing a business. Future growth will ultimately be the measurement of the merits of the investment and is key to your achieving a good return.

However, one of the key steps in determining whether or not you should purchase a business is to complete a comprehensive due diligence process to determine the health of the company and to ensure no details have been overlooked. 

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Buying A Business? | Buyer Beware: Do You Really Want to Meet Employees Prior to Closing?

As intermediaries, we always look to protect our clients. When a buyer wants access to employees before closing, the risks to the seller are numerous and obvious (loss of confidentiality, disruption to the business, concerned employees, etc.). However, if these are the only arguments made when representing a seller, the buyer may not see the entire picture and perhaps even feel that some of their concerns are being validated. The key is to express to the buyer why it is not in their own interest to let the cat out of the bag prior to closing.

Now, there may be some exceptions, such as a key employee, manager or member of a bona fide executive management team (rare for a small business). Even in these instances, you will want to carefully consider the timing and nature of bringing others into the fold. Also, please note this advice pertains primarily to main street transactions and some at the low end of the lower middle market.

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Buying Or Selling A Business? -- Is It SBA Financeable?

There is a general misconception in the small-business acquisition marketplace that a person could easily purchase any type of business through the SBA with a low down payment and get a loan for the rest. Most people also believe that SBA loans are a major source of small business financing. But data shows that SBA-guaranteed loans make up a small portion of the value of the overall small business lending market.

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10 Tips - Negotiating a Business Purchase from a Buyer's Point of View

Having a formula and understanding the fundamentals of successful negotiation can help you make the best deal possible and avoid lost opportunities.

Negotiation may seem a daunting task, but when handled in a balanced manner, negotiation can be a positive experience rather than a negative one. The negotiation strategy should be one that results in a winning deal for both parties. It's not about who strong-arms the other. Nor is it a game with a winner and loser. It’s a complex process for sure.

A good deal is never one-sided. Negotiation isn't about capitulation, it's about finding a mutually acceptable solution. If the parties can determine the factors that are most important to each, the price and the terms of the deal can be structured to meet those needs.

The following are some key negotiating tips. While they can't guarantee that you will always get what you want in a negotiation situation, they will certainly enhance your chances for success.

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Buying an Existing Small Business Beats Starting a New Franchise

A few years ago I was a guest on KSEV Radio AM 700 with host Aubrey Thoede and had the opportunity to discuss a subject that many call-in listeners wanted to learn more about....starting their own franchise. But buying a new franchise is not the best way to go about achieving the "American Dream."

Once you've hit five years, your odds of survival go way up," Birch said. "Only two to three percent of businesses older than five shut down each year."

Everyone reads or hears about big corporate mergers and large company acquisitions. However, big corporations aren't the only companies being bought and sold. Profitable, privately-held small businesses are changing hands everyday. These transactions are done behind the scenes and are not reported along with the daily stock market news. These business exchanges fly under the radar of the public at large -- which may be part of the reason that it is not commonly understood that buying an existing small business is the most viable path to being a successful business owner.

If you are considering your options for going into business for yourself, buying an already established profitable business should be the first option on your list and starting a new franchise the last. Here are six slam-dunk reasons why:

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Selling a Business: The Problem of Overvaluation

Last week I met with a business owner after an introduction by his accountant. He was thinking of selling his profitable waste recycling business, a business he had been running for nearly 30 years. The business had a reliable management team, an enviable customer base and a strong balance sheet. Unfortunately, the owner had a vastly inflated idea of the value of his business.

His thought process went something like this:  “I’ve built this business over 30 years so it must be worth a lot of money.  A couple of years ago we built a nice place to retire to and need to clear the mortgage. We also need a couple of million to create a pension pot that will maintain our lifestyle. The business has provided us a very nice lifestyle and will do the same for the new owners – it has to be worth about $3 million.”

It’s difficult to be objective about something you’ve built from the ground up; a business that has shaped your life and underpins your standing in the community. Coincidentally, $3 million happened to be about the figure he needed to meet his retirement aspirations.

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11 Things You Should Know Before Selling Your Business

Know why you want to sell your businesss.
Having a solid reason and a committed resolve to a sale is essential in achieving a successful transaction. In addition, one of the first questions buyers ask is, "Why is the owner selling?" They want to know that it is for a good reason and not because there's something wrong with the business that might be hiding in the shadows.

Know what you will do after your business is sold.
If you don't have a plan in mind, you might find yourself getting cold feet or feeling a little off balance when that first offer to buy the business comes along.

Know the value of your business.
Get a business valuation by a reputable firm to understand what you could expect in the current marketplace. This is an initial step in determining if the sale would meet your objectives.

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You Can Purchase a Business Using Retirement Funds

Don't let your retirement dollars idle away! Put your money to work! Invest it in your own business and let your money work for you!

You can use cash from your 401(k) or IRA account to purchase a business without incurring early distribution penalties, with no taxes, no loan repayment, and no hassle.

For example, a Texas resident using $100,000 from a qualified retirement fund can keep the extra 31% that would have been paid in taxes, leaving an additional $31,000 to fund the new business by adopting a transfer trust plan versus withdrawing the funds outright.

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Emotion and Due Diligence Should Play a Roll When Buying a Business

When buying a business, both emotion and due diligence are elemental and essential.

When you find that magical business for which you've been searching, the following are ten key issues to consider. They cover important points that are sometimes overlooked when your head is in the clouds during the emotional excitement of a deal.

1) Know that when you own a business it is a lifestyle change. The business becomes part of your family and demands attention. Make sure both you and your family are ready for it.

2) Is it a business that you know and understand? If not, do the research and make sure you learn about the business, its competitors and any changes that are due in the marketplace. There is usually public information available for almost any industry. Find out if there are any industry issues that will positively or negatively impact the business.

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How Goodwill Impacts Business Value

Identifying and articulating the goodwill in your business can have a significant impact on buisness value. Essentially, goodwill is the life force of the business. Tangible assets are just “stuff."

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Design a Growth Plan for a Premium Purchase Price of Your Business

Potential buyers who are considering the purchase of a business are interested in knowing how it can be grown once they bought it. The growth potential of a business plays a major role in its value. While buyers will purchase a business at a price predicated on current and historical cash flows, their main motivation is the opportunity to grow the business beyond its current size.

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Master Ten Value Drivers to Sell Your Business at the Highest Price

Evaluate your company through the eyes of a buyer. Master these ten value drivers and sell at the higher range of the multiples normally associated with your industry.

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Buying a Business? How Do Brokers Screen Buyers?

Prior to discussing confidential information about businesses for sale, business brokers require prospective buyers to complete certain forms that serve two purposes. They protect the interests of the business owners during the sale process and enables a business broker to competently assist buyers in their acquisition search. These documents are necessary to the process and are defined below.

Confidentiality Agreement

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The Non-Compete Agreement - A Negotiated Contract in a Business Sale Transaction

Non-compete agreements are typically included as part of the terms of a business sale transaction to protect the buyer from direct or indirect competition from the seller. A buyer would not want to purchase a business if the seller could relocate down the street. For this reason, buyers usually require that this threat be eliminated.

There are two main issues about which buyers and sellers should be aware. First, a non-compete agreement has limitations on time, industry, and geographic range of competition if it is to be enforceable, and, second, there are tax implications for both the buyer and the seller.

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Buying a Business - What is the Value of Goodwill for a Buyer?

Since the biggest part of the purchase price of a profitable small business is goodwill, it is important for a buyer to have knowledge and understanding of just what goodwill is and why there is value in it. Much of the value of a business is not to be found in its hard assets such as the fixtures and equipment, but in the intangibles that create the income. A simple way to describe goodwill is the difference between the current market value of the tangible assets of the business and the total value of the business.

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Due Diligence - A Must-Do Process When Buying a Business

Performing due diligence on a business being considered for purchase should be conducted much like a surgical procedure. The operation should be an organized examination of the vitals of the company.

This stage of buying a business begins once you have made your offer and the seller has accepted. A contractual agreement has been entered into between the buyer and seller outlining the price and terms of the sale. The contract is contingent upon the business passing "inspection," which is the due diligence period allotted to the buyer.

Since it is the buyer's responsibility to uncover any potential problem areas of the business, it is important to be prepared. This is the time to cut to the chase with checklist in hand to confirm all material facts of the business and validate what the seller has represented. 

The following checklist represents vital aspects of a business that a buyer may wish to examine during the due diligence period. This checklist is not meant to fit all scenarios or to be all-inclusive, but to serve as a guideline.

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How is Inventory Handled in the Sale of a Small Business?

Inventory (stock held for resale) is a significant part of the tangible assets of most businesses. It is customary to include a normal inventory level in the purchase price of a business for sale that can sustain current revenues being generated by the business.

Just as tangible assets like machinery and equipment are included in the purchase price of a business for sale, the same holds true for inventory. Such assets as these are needed to generate the profit upon which the business is valued.

If a buyer is required to replenish the inventory or purchase additional equipment after purchasing the business, this additional working capital requirement would need to be taken into consideration prior to the initial valuation of the business if the sale is to be successful.

The agreement that both the buyer and seller sign into contract for the purchase of the business usually outlines the details of how inventory will be handled. The following are several aspects of inventory that are usually covered:

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Financing and Tax Implications of Selling Your Business

Taking the time to research the financing and tax implications of a sale can provide you with a strong advantage come negotiation time.

Before you can understand the importance of negotiating a final small business sale agreement, it pays to brush up on facts about how sales are financed and how proceeds are taxed. Why? Because every decision regarding the payment structure affects when and how money transfers from the buyer to the seller and how the payments are taxed.

No one is asking you to become a financing or tax pro. That's what your sale advisors do, and you'll want to call on their advice through every step from here through to the closing of your deal and the transition of your business to its new owner.

But knowing some basic information will help you understand the advice you're receiving from those who are trained and up-to-date on the legal, financial, and tax implications of small business sales.

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Thinking About Buying a Business? Do You Have the Right Attitude Genes?

Are you thinking about taking the leap of faith into being part of the self-employed -- into business ownership? If you are one of those people who have long yearned to be self-employed, to call your own shots and design your own destiny, you must break through all those yeah-buts that have been stopping you. Business ownership may not be for everyone, but it is definitely the only way to go for those who have realized the American Dream by having achieved a satisfying lifestyle through business ownership. Successful business owners share certain character traits that helped them get there. They have what it takes to overcome obstacles -- to assess situations -- a can-do attitude. First, let's discuss three types of attitudes. 1) The Self-Protective Type -- This person mostly wants to be comfortable. They work hard to avoid risk, play it safe, fly under the radar, avoid pain and seek a routine comfort level. This probably describes most people to some degree. We all feel certain levels of comfort i ...

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Buyers for Companies Outnumber Sellers 16 to 1

The World's Largest Organization of Middle Market Intermediaries The June 2012 M&A Source Conference was the place to meet fifty plus Professional Buyers with available funds to invest. It was apparent there are more funds available than there are good companies to buy. Repeat, there is no shortage of buyers with money. I would estimate there are about 16 buyers for every seller. So why aren’t buyers doing more deals? As we all know, so many companies are not as profitable as they once were, so sellers are not willing to sell at lower values right now. But another problem I learned from the Private Equity Groups (PEGs) at the Conference was that sellers are not prepared to sell. Sellers need M&A Source Intermediaries more than ever to prepare their companies for sale. Unfortunately, many sellers resist this process. Why should sellers love the M&A Process? They will make more money! In my thirty years o ...

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How Much Does Escrow Cost to Close a Business Sale?

Customarily, escrow fees are split 50/50 between the buyer and the seller and vary depending on the size of the transaction. Escrow cost is less than 1% of the purchase price of the business. However, there is a minimum fee for unusually small deals. Other charges may apply to one party or the other for specific services such as lien filings, lien searches, non-standard documents, and real estate closing documents (if property is part of the sale). The escrow agent is an independent agent who's role is to facilitate the close via a written process that is documented in an escrow agreement, or earnest money contract, that is agreed to and executed by both the seller and buyer. We all know the name of the game in business is to minimize risk; the use of an independent escrow agent substantially minimizes both the seller’s and buyer’s risk resulting from the closing process. An independent third party escrow agent works for both the Seller and the Buyer and, as such, is i ...

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Should the Owner of a Business for Sale Expect to Negotiate Price?

This is a common question asked by business owners who are thinking about putting their business on the market for sale. They want to understand the parameters of a business deal and what to expect from prospective buyers. Negotiation may seem a daunting task, but when explained in a balanced manner, negotiation should be deemed a positive approach rather than a negative one. When a serious qualified prospective buyer comes along, the negotiation strategy should be one that results in a winning deal for both the seller and the buyer. It's not about who strong-arms the other. Nor is it a game at which you either win or lose. It’s a complex process for sure. A good deal is never one-sided. Both parties should work as allies since the goal of one will achieve the goal of the other. If the parties can determine the factors that are most important to each, the price and the terms of the deal can be structured to meet those needs. The short answer to the title question is that "a ...

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Is Now a Good Time to Buy a Business?

If you buy a business in Texas, now is a good time to buy a business. With a roller-coaster stock market, a not-quite bottomed-out real estate market, and interest rates so low, there is nowhere else that will yield a higher return on your investment than in your own business. In what other investment can you receive a return of 25% and higher, and over which you have control? While many areas of the country might not be faring well, business owners in Texas reported higher sales growth than the rest of the country. Texas has consistently been one of the best economic engines in the nation and ranked the Best State For Business in 2010 and 2011. Texas is popping up on a lot of radar screens as a place to relocate or expand for businesses because of its future outlook for growth. If you are looking for stability, better predictability and control in today's economy, buying a business in Texas can offer all of these as long as you invest wisely and purchase a quality business ...

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Buying a Business with a Partner? Plan Ahead

"A friendship founded on business is a good deal better than a business founded on friendship." - John D. Rockefeller For a variety of good reasons people partner up to purchase a business, whether it be one partner contributing the funds and the other putting in the time and knowledge or both simply deciding to split up the responsibilities. Sometimes one person may not have all necessary skills to operate a business and needs a partner or a team to round out the required talent roster. As long as ample forethought and planning goes into the formation of a partnership it can, indeed, be a great way to achieve a business acquisition. Since partners are liable for the business activities of the other, and a partnership is typically much easier to get into than to get out of, you'll want to achieve mutual clarity upfront. Engage a good business attorney to draft legal documents that are specifically tailored to your business circumstances. You may wish to discuss the following two documents with you ...

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Is Lending for Business Acquisitions Back to Normal?

This is the question I get more than any other and my answer is YES, Absolutely Yes!! My answer may surprise you, and some may even want to argue, but if you have been in the lending or business brokerage industry for more than 6 or 7 years I think you will agree. When I look back to the 1990's and early 2000's when I was asked, "What does it take to get a business acquisition loan?" I would tell them a borrower must be able to CONVINCE the lender of the following: The ability and willingness to pay all of their obligations on time. The specific experience needed to own and run the business. They had enough cash to make a substantial investment into the business. They had some tangible assets to back the loan should things go bad. Today when I am asked "What does it take to get a business acquisition loan?" I tell buyers and brokers exactly what I did 10 and 15 years ago. The trouble with many individuals today is they are sitting around waiting for things to get back ...

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Passion, Purpose and Knowledge - The Attributes of a Successful Entrepreneur

Article written by Jerry Osteryoung “Only passions, great passions can elevate the soul to great things.” ~Denis Diderot I give many speeches every year, and in each one I always include time for questions. By far, the most frequently asked question is what attributes are needed to be successful as an entrepreneur. After observing more than 3,000 entrepreneurs, I can tell you there are three simple keys to success: passion, purpose and knowledge. Most folks have two of these down, but you really need all three if you are going to be successful. Passion is the burning force that keeps you going no matter what happens. Many of the entrepreneurs we deal with have cash-flow crises, but they just do not quit. Somehow they find a way to make payroll or pay that bill. Instead of getting discouraged, they just make a commitment to never end up in that situation again. Entrepreneurs who lack passion are almost guaranteed to fail. I have seen many aspiring business owners start a company be ...

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Maximize Value When Selling Your Business - Get Rid of Excess Inventory

When selling a business, maintaining proper inventory levels is essential to maximizing value.  Don't let poor inventory management drag down the value of your business. 

Inventory is an ever-renewing, moving, and perishing thing. The longer it hangs around, the less valuable it gets, and eventually dies as a viable product.  If it's not turning over fast enough, the inventory begins to stop-up cash flow and drain capital coffers. Inventory is a dollar-for-dollar part of the buying and selling process and buyers will make a close assessment of it prior to closing a deal.

So, when operating a business, the goal is to tie up as little cash as possible in inventory, while having enough inventory to meet ordinary business needs. And, when selling a business, prospective buyers looking at your business as a possible acquisition would rather see fully flexible cash, not less flexible inventory weighing profits down. Any free cash flow that can be found to help bottom line earnings when selling a business will be rewarded by a higher price when the business is sold.

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Creative Financing for Buyers Looking to Purchase a Business

The evaporation of small business capital markets and other economic factors have made creative financing the norm for today's business buyer. During these turbulent times there are a number of creative financing options that you can consider. Seller Financing - Increasingly, buyers and lenders are looking to the seller for financing as they try to put a transaction together. In such a scenario, the seller will hold a note at an agreed upon interest rate for a specific term or amortization – generally ranging from five to 10 years. The terms of the sale may include a balloon payment three to five years after the purchase date. It’s a way of giving the buyer time to get up and running and to establish a successful track record with the business. Seller financing makes the bank more comfortable with the transaction. Lenders know they have a seller who has a vested interest in the success of the business rather than one who will take their money and run. SBA Loans - In sales of a business, co ...

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Selling a Small Business is Unlike Selling Anything Else You Can Imagine!

Family and private businesses are sold in an environment that is unlike the selling environment of anything else you can imagine! Sound surprising? After you review the following ten reasons that make selling a business different than selling anything else, perhaps you will agree. When the decision is made to sell and the sale is properly conducted, a business is sold for the best price and terms without anyone ever having known it was for sale. (1) Confidentiality Making the decision to sell one's business is a difficult enough task in itself. However, once the decision is made how do you sell it without anyone knowing it's for sale? Adverse things can and do occur when people know, or think they know, a business is for sale. Confidentiality must be maintained. Here's why. Employees get nervous and may leave for more stable employment. They believe that the "new broom will sweep clean." That may be true in public company acquisitions but is generally not true in private small business ...

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How are Payables and Receivables Handled When Selling or Buying a Business?

While all transactions are as unique as the parties involved, in most small business sale transactions the seller keeps the cash and outstanding receivables. They pay off the bills and any other outstanding payables and deliver the business free and clear of debt to the buyer.

In somewhat larger business sale transactions, there are many reasons why buyers consider acquiring the receivables.


  • Purchasing the accounts receivable offers the buyer the advantages of having control over the collection of the receivables and continued cash flow from the business, thereby removing the need to acquire additional working capital.
  • By acquiring the receivables the buyer immediately begins dealing directly with the most important element of the business - its customers.
  • The sale of the accounts receivable also offers the seller a clean break from the business and the ability to cash out. This approach leaves no open-ended accounting issues after closing.
  • Valuing the receivables depends on the future risk and resources necessary to collect the outstanding receivables. Therefore, the aging report of the accounts receivable would ordinarily be reviewed for history of late paying or uncollectible accounts so both buyer and seller could come to agreement on what should be paid for the outstanding receivables by the buyer.

Payables incurred prior to the transaction date is sometimes negotiated to suit the circumstances of the particular transaction, whereby the responsibility for the payables is sometimes considered by a buyer.


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How Much Cash is Required to Buy a Business?

This is one of the most frequent questions we get from those who want to buy a business. Not all ask that question, however, but should.

Since most people only buy a business once in their lifetime, they do not know how much it would take to acquire a business that would fulfill their dreams.

So, how much liquid funds do you need to put a down-payment on a business and how much do you need to close on the deal?  A short answer to this question is this. Businesses vary a great deal in price and is down-payment driven.  The higher the amount of down payment you have, the more likely you will be able to find a business that meets your needs.

These are the two cash requirements to think about when you start shopping for a business.

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Understanding Seller Financing in a Business Sale

Business owners who extend financing to a buyer for the purchase of their business often ask, "What happens if the purchaser defaults on the loan?" Should that happen, the seller would be able to exercise whatever rights are defined in the security agreement that is associated with the promissory note. The seller would usually have the right to get the business back, which may not always be the best scenario if the business has declined under the buyer's management and is not performing well. In addition, if the buyer is using the business' assets to get a bank loan, the seller will have to take a second position behind the bank. A seller should try to negotiate a personal guarantee by the buyer as part of the terms of the promissory note. The seller can also require the new owner to provide periodic financial reports on the performance of the business as part of the terms of the promissory note.

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Find Out if You Got What it Takes to Own a Business

Take This Test to See if the Shoe Fits. According to Fortune Magazine, nearly 80% of the 400 richest Americans have earned their wealth through business ownership. This may help to explain the tremendous interest in entrepreneurial pursuits today. Another explanation may lie in the way corporate America works. When corporate America downsizes, a key strategy involves the discharge of middle-aged managers at the peak of their earning power. These high-priced executives are generally replaced by younger counterparts hungry for promotions. They are willing to work long hours for less money in order to achieve that goal. In any event, more and more people are looking to themselves for the answer to future employment these days. There is an emergence of a new breed of entrepreneur -- the "modified risk taker." The dictionary defines "Entrepreneur" as "a person who organizes, operates and assumes the risk for a business venture." This definition implies that the "classic entrepreneur" starts a business f ...

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Key Characteristics of Successful Business Owners

Some people are just born with it!

These are traits that successful business owners commonly share. Above all, however, business owners need to have strategic thinking skills, time management skills, and know the job.

No one can embody all these traits if they are part of the human species, but varying degrees of these characteristics is the stuff that success is made of.

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Tax Implications of Selling or Buying a Business

The following information explains the tax consequences of buying or selling a business. Be sure to see the Seller/Buyer Comparison Table at the bottom of this article.

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Certified Business Brokers (CBB) Represents Houston Top-Tier Graphic Design Firm, Gateway Design, Inc., in Sale of Business

Certified Business Brokers (CBB) Represents Houston Top-Tier Graphic Design Firm, Gateway Design, Inc., in Sale of Business HOUSTON, TX--(Marketwire - April 14, 2011) - Gateway Design, Inc., established over 20 years ago, was sold by founder and owner Connie Senter to Chris Norton and Sanjay Parikh of Houston, partners at Norton and Park, Inc. The Company, headquartered in Houston, is a pioneer of the graphics design industry with a Fortune 500 client list. They provide a complete portfolio of graphic design and marketing services across a broad spectrum of online and print media. "After 22 years of overseeing daily operations of the firm, my age told me it was time to sell the business," said Senter. She engaged Frank Stabler of Certified Business Brokers in Houston to market the business and represent the Company during the entire sale process. Gateway was very attractive to buyers because of its history as a pioneer in the graphic design industry. The Company was instrumental in the advent of com ...

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Overcoming Declining Revenue Trends When Selling a Business

The decision to finally sell the business is just the beginning of the sale process. While it is common for business owners to feel emotionally fatigued and ready to move on by the time the business is up for sale, it is important that they stay engaged during the entire sale process and not turn away from the day-to-day operations of the business. Why? The tell-tale declining revenue trend is a lurking danger that usually strikes when the owner is not looking.

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Buying a Business - Are You a Real Buyer?

Statistics indicate that only about one out of 15 buyers looking for a business to purchase actually ever buys one (Business Brokerage Press, August 2009). Therefore, it is standard practice for business owners and brokers to separate the real buyers from the rest. These indicators will help you determine in which buyer type you may be categorized: People who are serious about being in business for themselves realize that they will really be the proverbial “chief cook and bottle washer.” Too many prospective business owners want to be the Chief Executive Officer of the business. Being the CEO of your own business doesn’t mean that you sit behind the big desk and plan on how to increase the price of the business’ stock. It means that you will be changing light bulbs, emptying the trash, stocking shelves – and everything else that needs to done in running a business. That’s what it takes to own and manage one’s own business. Real buyers understand that they wil ...

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So You Want to be Your Own Boss – Buy an Existing Business

The boomer generation spans many years creating a unique situation in the business world. Aging boomers are looking toward retirement, while many younger boomers find they’re ready to be their own boss. For those younger boomers, and others looking to be a business owner, buying an existing business is a great option. But be aware that buying a business is a timely process. Some buyers never find the right opportunity, while others spend too much time exploring too many options. Consider a step-by-step approach to get you where you want to be – owning your own business.   Steps to Own Your Own Business through a business purchase Ask yourself some important questions – Why do I want to be an owner? What types of activities do I like? What lifestyle is important for me? You’ll also want to be sure to include your family as part of the assessment. Line up a team of professional advisors – Alert your attorney, accountant and financial advisors that you are lo ...

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Lifestyle Business - Is its Meaning Changing?

There's always been lots of discussion about what, exactly, defines a lifestyle business. You can ask 10 people and you'll have 10 different answers.

But is it an antiquated term that has no bearing in the world today? There are many small business owners who are living proof that you can work much less than popular traditional wisdom would have you believe and still run a very successful, multi-million dollar business -- and still have time for coaching your kid's sports team, playing golf or tennis during the week, growing a vegetable garden, taking karate lessons, or socializing with people other than business associates.

With trends as they are today, will the next generation make the term the norm as the definition of small business?

Read More - NY Times Blog Post

Finding The Skeletons in Your Closet to Avoid Problems During the Business Sale

Due Diligence is the when the buyer reviews all aspects of the company to uncover any warts, wrinkles, and....skeletons in the closet. This step is necessary in evaluating what risk is involved for the buyer in making the acquisition. Skeletons found in due diligence, however, should not normally break a deal but they will be negotiating points on the way to an agreement.

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Price or Terms: Negotiating the Sale of a Business

It's not just about the price tag. The terms and structure are what makes a deal. An old saying in negotiating the sale of a business goes like this: The buyer says to the seller, "You name the price, and I get to name the terms." Another saying used to explain the actual value of the term full price: "If we could find you a business that nets you $250,000 a year after debt service, and you could buy it for $100 down, would you really care what the full price was?"

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The Benefits of Buying Vs. Starting A Business

So you want to be your own boss. Consider the options – work as an independent contractor…start your own business…buy an existing company. Certainly there are pros and cons to each option. If you do a careful analysis, you’ll learn what many seasoned entrepreneurs have discovered…the risk-to-reward ratio is tipped in your favor when you purchase an existing business. Admittedly, as an independent contractor, your risk is minimal. The up front investment and overhead costs are limited. However, without the ability to leverage the work of an employee base, the returns are limited by your own personal capacity. Starting a business of your own can pay great dividends, but it’s important to understand that the risks are significant. Most start-up businesses will falter and eventually die. According to Michael Gerber, author of The E-Myth Revisited, 40 percent of new businesses fail in the first year and 80 percent fail within five years. On the other hand, purchas ...

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Earnouts - How and Why are They Used in a Business Acquisition?

An earnout is a type of payment agreement which is sometimes used in a business acquisition. Under an earnout agreement, the seller receives part of the purchase price up front, and additional funds over time. The terms of the earnout are written into the sales contract.

An earnout can be used for different reasons:

To tie the acquisition payout to future performance

An earnout, in a business acquisition context, is an arrangement in which the buyer doesn't pay the entire purchase price up front but agrees to pay a certain amount now and more later depending on how well the business performs in the future.

To bridge the pricing gap

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SBA Loans are Misunderstood These Days - Most Require Collateral

We get email alerts every other week or so from the SBA saying that the 7A guaranteed loan program for buying a business only requires a proven history of stable cash flow that can support the debt payments, which means that goodwill (an intangible asset) can be used as collateral. These SBA email updates also tout that banks using this loan will be backed by the SBA with a 90% guarantee. If the loan defaults, the bank would only be responsible for 10% of the default value, the government would cover the rest. However, this has not been the case in reality, just the opposite is true. Many banks are requiring a high-percentage collateralization of any SBA guaranteed loan in tangible assets such as real estate, equipment, inventory, and accounts receivable. The reason for this disconnect is that banks want more than just the government guarantee these days. They are being more careful and want more security. Many businesses do not have enough hard assets to cover a loan and real estate values aren't cutti ...

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Should You Purchase or Lease the Property When You Buy a Business

Many buyers looking for acquisitions today in the small business marketplace struggle with the decision whether to buy or lease the real estate for their business operations. With real estate values having been softened by the economy, now may be the best time to evaluate the pros and cons of small business real estate ownership. Following are some of the major considerations in making that decision. PROS: An owner can accumulate equity with long term real estate ownership through paying down the mortgage and experiencing market appreciation in the value. As landlord, you don't have someone else dictate rent increases or uses of the property. The property owner can lock in a fixed overhead cost for their facility. Excess space can be used as the business grows or may be used to produce incremental income from rents. There may be significant income tax savings from depreciation. Financing options are more numerous for real estate than for other capital assets. The buyer ...

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Tip #21 - The Lease Can Make or Break the Sale of a Business

The lease terms of the business space can be a major consideration for a buyer. For example, a distribution company with a long-term lease on a good location can be attractive. But a long-term lease on a business needing more space to grow could be a detriment. Or, there can be concerns about an expiring lease when the landlord might demand a large increase. When it comes time to negotiate a new lease, business owners must carefully think through the timing of their plans for exiting their business.

Other Aspects of Your Lease that Should be Reviewed Before Selling.

Reliable Financial Data Is A Top Driver Of Business Value

The lack of financial integrity is one of the most common hurdles encountered during the process of selling a small business. What is being bought or sold is primarily a future stream of income. Not the assets or property of the business, but the income these assets will generate in the future.

Since future income is impossible to definitively compute and hard to estimate, the company's financial history, at least, provides concrete facts and insight to future performance. So, reliable financial records are not only a critical element of business management but also support the business' historic profitability, operational efficiency, and its solvency.

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Buying a Business and Purging Liability of Unpaid Taxes

If you plan to buy an existing business, be sure to get a Certificate of No Tax Due. Failing to do so makes you, the purchaser, liable for any past due state taxes or fees, plus any interest and penalties that are owed by the business.

CBB will assist a buyer in obtaining this certificate prior to closing the sale of a business.

Read complete information from Texas Comptroller of Public Accounts

Huddle with the Experts when Buying or Selling a Business

Making a business acquisition is a team effort, and your business broker, also known as a business intermediary, is the quarterback. The broker drives the deal by acting as the buffer and go-to guy with the buyer, the seller, the attorney and the accountant. We do everything to move the deal along, including coaching and, on occasion, tactical anxiety therapeutics.

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Self-Assessment is Important Before Searching for a Business to Buy

Why is self-assessment important? Not only is the acquisition of a business one of the most important financial decisions you will ever make, but it is also quite often a major lifestyle change. While there is certainly no requirement that your personal interests conform to your business purchase, a thorough and realistic assessment of your personal interests may help to minimize the risk of acquiring a business that may quickly become monotonous or uninteresting to you. For those individuals who do not have firm ideas of what type of business they might be interested in or would be suited for, a list for personal consideration shown below may help bring your thoughts into focus. It would be unlikely to find all of your ideal options and conditions embodied in one, single business. For practical purposes, however, you may choose to trade off the negative aspects of a low status business for the benefits of high income potential or trade off your reluctance to work on weekends for the opportunity to t ...

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Should the Buyer Take Over the Business Before Closing?

The answer is a resounding NO! Confusion and misunderstandings often occur if the soon-to-be new owner takes over or works in the business before closing. In our experience this has never been a winning scenario. There are times when the buyer and seller think it would be a great idea if the buyer began operation of the business prior to the closing of the sale. Why? Here are some typical reasons: The buyer needs the income. The seller has really "had it." The time it takes to close a deal has been excessively long. The seller is in poor health and can't operate the business (or something similar.) The buyer feels the business is deteriorating and wants to get in before it all goes too far downhill. These sound reasonable because both the seller and the buyer have a shared goal - to maintain the business and transfer ownership successfully. In analyzing the reasons for early possession, does the end justify the means? The answer is a resounding NO. Sellers, who often ...

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10 Things It Takes To Buy A Business

No ten-point list can ever hope to supply you with every imaginable consideration when it comes to buying a business. The following factors - listed in no particular order - should be a good jumping-off point, but feel free to expand on them and dig even deeper to decide that the business you plan to buy is right for you. 1. Consider the History - Plan For the Future Business price is typically based on historical factors - real estate prices, equipment and inventory value, the net earnings the business brings to the owner. By considering what you can do with the business once you took over should be a factor in determining whether it is a good buy. While future potential earnings is dependent on the efforts of the new owner, it is not usually a factor that is heavily weighted into the asking price of the business but can be the reason it is purchased and brings a price that is towards the higher end of the value range. 2. Look For a Solid Foundation A business that has been shown to flourish despite ...

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Buy a Business Using Retirement Funds

Put your money to work! Invest it in your own business and let your money work for you! You can use cash from your 401(k) or IRA account to purchase a business without incurring early distribution penalties, with no taxes, no loan repayment, and no hassle. For example, a Texas resident using $100,000 from a qualified retirement fund can keep the extra 31% that would have been paid in taxes, leaving an additional $31,000 to fund the new business by adopting a transfer trust plan versus withdrawing the funds outright. With the adoption of a pension transfer trust, you are allowed to convert 401(k) and IRA funds into privately-held stock in your new business. Pension and tax advisors can provide all the specific components necessary to make sure the transaction is in compliance with all applicable IRS Code Sections, ERISA Law, and Department of Labor Letter Rulings. We can refer you to a reputable representative. For more complete information on using qualified retirement funds to purchase a business, ...

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When Should You Tell Your Employees That You Are Selling the Business?

How can you nail that inevitable meeting with your employees when the time comes?

The issue of what you tell your employees when you’re trying to sell your business is a tricky one that requires careful thought. Maintaining confidentiality surrounding the sale typically takes precedence over other concerns, yet it may be impractical — or even impossible — to keep employees in the dark.

The most common approach is to keep information about the sale limited to as few people as possible. “The general public typically knows nothing about the small-business-for-sale marketplace because it happens below the radar,” said Rose Stabler, managing partner of Certified Business Brokers in Houston. The primary reason for strict confidentiality is to prevent customers, vendors and employees from assuming that there is something wrong with the business and putting a successful sale at risk.

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Tip #16 - What About That Big Customer

Diversify Your Customer Base Before You Sell Your Business

Many companies have a few large customers that dominate their overall sales. After all, nobody wants to turn down business! But when it comes time to sell the company, this becomes a huge problem. Most buyers won't look at a business whose revenues could drop dramatically from the possible loss of one or more of those customers. Business owners have to find a way to diversify their customer base before they ever decide to sell their business.

The Property Lease is a Factor When Selling a Business

With rent typically being the second largest expense after salaries for small businesses, the property lease becomes a very important document if you are thinking about selling your business.  When was the last time you reviewed the lease on your business premises? When you signed it years ago? The following aspects of your lease should be reviewed before selling:

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The Initial Buyer Seller Meeting in the Business Sale Process

Most people will purchase or sell only one business in a lifetime. Therefore, as business brokers, a large part of what we do is educate buyers and sellers about the intricacies of the process. People rely on us to help them understand the steps involved in buying or selling a business. They understand that the better informed and prepared they are the more likely they are to achieve their goal. Therefore, in the beginning stages, we're the ones doing most of the talking.

When it comes time for the buyer seller meeting, however, our role is to make the introductions, be an observer, and be quiet for the most part. We may interject questions or comments when appropriate to guide the flow of information. This meeting is an important event for the buyer and seller. It is their time to understand each other's objectives, establish a rapport, and size each other up.

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Friends and Family: A Financing Option for Buying a Business

The first job facing many prospective business owners is rounding up the cash necessary to make the purchase. They may find that banks have made borrowing difficult (or all but impossible), and that even SBA loans have requirements too stringent to meet. One viable option is obtaining financing from the seller; another is to seek help from family and friends. Borrowing money from family members and/or friends is one of the most frequently-used methods of small business financing. The pluses are obvious--there is trust, familiarity, and a general comfort level when dealing with those you know. The drawbacks are self-evident as well: "doing business" with family and friends comes with cautionary notes of legendary proportions. Everybody knows that family ventures can be complex and stressful, stirring up "bad blood" and lingering ill will. However, by taking the right preventive steps, buyers can take advantage of friendly financial help. 1. Set up an informal meeting to introduce your ideas. This is t ...

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Three Ways to Negoitate a Successful Business Sale

There are three major negotiation methods to bring a buyer and seller together in the business sale process. Keep in mind that negotiating means working with each other, not against each other, towards bridging the gap between the two sides. 1. Take it or Leave it A buyer makes an offer or a seller makes a counter-offer – both sides can let the “chips fall where they may.” 2. Split the Difference The buyer and seller, one or the other, or both, decide to split the difference between what the buyer is willing to offer and what the seller is willing to accept. A real oversimplification, but often used. 3. This for That Both buyer and seller have to find out what is important to each. So many of these important areas are non-monetary and involve personal things such as allowing the owner’s son to continue employment with the firm. Or, the buyer may want extended consulting privileges with the current owner after purchase. There is an old adage that advises, "Never neg ...

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Gap Analysis - How to Strike Your Business Goal

Setting goals and achieving them are so important in every aspect of business, but many businesspeople and entrepreneurs do not pay enough attention to the gap between where they are and where they want to be. Gap analysis is the process of looking at the difference between your goal and where you currently are. Typically, when entrepreneurs look at the various goals they want to achieve, they often evaluate them incorrectly. If the strategic goal of a firm is to have sales of $15 million for 2010, the focus is on the wrong metric. Rather than focusing on total sales, the emphasis should be on the gap between the $12 million in sales they had in 2009 and the $15 million in sales they want to achieve in 2010. The $3 million shortfall is the performance gap, and gap analysis focuses on that amount as opposed to the total $15 million, presenting a much clearer picture of what must be done to achieve the goal. This approach assumes that everything required to maintain the current $12 million sales level is als ...

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Small Businesses Will Lead Economic Rebound

As markets continue to stabilize, 45% of CEOs interviewed for Pricewaterhouse-Coopers’ Private Company Trendsetter Barometer survey are optimistic about the US economy over the next 12 months (up two points from the previous quarter), and 47% who market abroad are optimistic about the world economy. Additionally, an increasing number plan to raise operational spending over the next 12 months (62%), despite concerns of legislative and regulatory pressures. The gap in projected revenue growth and hiring for small (less than $100 million in annual revenue) versus large (more than $100 million in annual revenue) private businesses has continued to widen this quarter with smaller firms projecting revenue growth at 11.7% versus 3.9% for large firms; hiring was cited at 56 % versus 34%. However, large private firms are planning for major capital investments at a larger percentage – 33% versus 26% among small firms. "The higher projected revenue growth rates and hiring for smaller companies versus l ...

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SBA Legislation Special Update

Extension of SBA Recovery Lending Programs Will Support $1.8 Billion in Small Business Lending Agency plans to restart Recovery loan approvals on March 10 WASHINGTON – President Barack Obama signed legislation Tuesday extending until March 28 the U.S. Small Business Administration’s ability to provide small business loans that are enhanced with special provisions of the American Recovery and Reinvestment Act (ARRA), including a higher guarantee of SBA-backed loans and a waiver of loan fees normally paid by borrowers. SBA estimates the additional funding will support about $1.8 billion in small business lending. New approvals of eligible loans with the higher guarantee and reduced fees made possible by the Recovery Act are expected to resume on March 10. Loan applications from borrowers in SBA’s Recovery Loan Queue will be funded first, followed by new loan applications. “These key loan programs have been successful in helping jump-start the economic recovery for America& ...

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Understated Inventory When Selling a Business

Reporting a lower inventory to their accountant is something many business owners have been doing for a long time. And many accountants just accept the number. In addition to the obvious concerns, when it comes to selling the business, big problems can arise. How will the inventory be valued in the Purchase Allocations? And who is going to have to pay the various taxes on the larger amount? Business owners should give their accountants an accurate inventory value each year to avoid troubles at the closing table!

Keys to Successfully Closing the Deal

The closing is the formal transfer of a business. It usually also represents the successful culmination of many months of hard work, extensive negotiations, lots of give and take, and ultimately a satisfactory meeting of the minds. The document governing the closing is the Purchase and Sale Agreement. It generally covers the following: A description of the transaction – Is it a stock or asset sale? Terms of the agreement – This covers the price and terms and how it is to be paid. It should also include the status of any management that will remain with the business. Representations and Warranties – These are usually negotiated after the Letter of Intent is agreed upon. Both buyer and seller want protection from any misrepresentations. The warranties provide assurances that everything is as represented. Conditions and Covenants – These include non-competes and agreements to do or not to do certain things. There are four key steps that must be undertake ...

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Houston Small Business Acquisitions Outpace Nation

More small businesses in Houston were sold in 2009 than in any other city in the U.S. Why? Because buyers are positioning themselves for the future. We have been bragging about Houston's economy and the engine behind it for a long time. Pick your industry, we've touted it. Houston Business Journal last week reported, "Houston-area small business sales outpace nation," which is the message we've been delivering and the trend we've been experiencing for years. Here's the HBJ article: Small business owners in the Houston area who wanted to sell their companies in 2009 were more successful in finding buyers than entrepreneurs elsewhere in the United States. Local owners also got more money for their businesses than sellers nationwide, according to statistics from, a large online marketplace for selling businesses. A total of 107 companies in the Houston area were reported sold by business brokers in 2009, down by 7 percent from 115 sales reported to BizBuySell in 2008. In comparis ...

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SBA Update - What's Happening in Congress

On Thursday December 10th, Sens. Landrieu and Snowe introduced S. 2869, the Small Business Job Creation and Access to Capital Act. This new bill contains a series of measures that were separately introduced by Sens. Landrieu and Snowe earlier this year. The Senate Small Business Committee will mark up S. 2869 Thursday, December 17th. Highlights of the legislation include: Increase the loan limit on 7(a) loans from $2 million to $5 million. Increase the loan limit on 504 loans from $1.5 million to $5.5 million. Increase the loan limit on microloans from $35,000 to $50,000. Allow the 504 loan program to refinance short-term commercial real estate debt into, long-term, fixed rate loans. Extend the authorization to provide 90 percent guarantees on 7(a) loans and fee elimination for borrowers on 7(a) and 504 loans through December 31, 2010. Direct the SBA to create a website where small businesses can identify lenders in their communities. Increases the maximum guaran ...

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Control Your Own Destiny and Buy a Business

Working for someone else, whether it be in a small business or in a large corporation, doesn't give people that secure, warm fuzzy feeling it did in years past. With the current unemployment rate at almost ten percent and an economy that is not yet stabilized, many find themselves in transition. If you are one of those individuals, in considering your options be sure to consider putting your fate in your own hands instead of someone else's by working for yourself. Buy your own business. Being in charge of your own destiny through business ownership can be both frightening and rewarding. It may be frightening as everything rests on you, yet it can be rewarding for the very same reason. There is an element of risk in every new venture and diving into business ownership is no exception. But the fact remains that being an employee these days, is hardly risk free. There are those who are born to be business owners and for some it is a learned discipline. The most successful owners are those with a perse ...

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The Five C's of Credit Analysis for Getting a Loan for Buying a Business

If you are buying a business and plan to obtain financing from a lending institution, these five tips provided by Adeline Rem, Regional Vice President of Celtic Bank, will be helpful in getting your loan approved. 1. Capacity The capacity of the borrower to repay is the most critical of the five factors. The prospective lender will want to know exactly how you intend to repay the loan. The lender will consider the cash flow from the business, the timing of the repayment, and the probability of successful repayment of the loan. Payment history on existing credit relationships -- personal or commercial -- is considered an indicator of future payment performance. Prospective lenders also will want to know about your contingent sources of repayment. 2. Capital Capital is the money you personally have invested in the business and is an indication of how much you have at risk should the business fail. Prospective lenders and investors will expect you to have contributed from your own assets and to ...

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Sooner Than Expected - A Buyer's Market for Buying Businesses

While the economy is expected to remain weak throughout 2009, there will continue to be plenty of opportunities for individuals and businesses in a position to buy, according to a recently released survey. The report, published by the International Business Brokers Association, found that 61 percent of the survey participants, professionals involved in selling businesses, believe that more businesses will go up for sale in 2009, while 66 percent say they will sell more businesses this year compared to 2008. This is no surprise. In April 2008, just nine months ago, Inc Magazine published "The Most Valuable Businesses in America" issue, which spelled out the Seller's market that has historically existed but would change as baby boomers started retiring. So, we have, indeed, been anticipating the change of the business-for-sale marketplace. But it was predicted to occur steadily over the next decade. Economic turbulence has accelerated the natural process. “While the economy has put a damper on ...

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Buying or Selling a Business During Tough Times

With negative economic news grabbing the headlines in the United States, business owners may think it is not a good time to sell their company. But fortunately for owners looking to sell, that is not necessarily true. Business sales are still taking place with sellers capturing attractive prices and favorable terms, when the deal is structured properly. One of the the most important foundations of constructing a successful deal has always been a solid buyer, one that is creditworthy. Whether it is an individual, another company, or a Private Equity Group, qualifying criteria are demonstrated business acumen, significant assets to pledge as collateral, or a committed fund behind them. With a proven, credible buyer at the negotiating table, lenders are more likely to support the transaction. In today's environment, some seller financing should be expected to get the deal done. It is not uncommon during a tight economy that sellers must share the risks with the buyer and the lender in order to achieve ...

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Credit Crunch and SBA Lending for Small Business Acquisitions

Despite the current credit crunch, well capitalized community banks still have money to lend for business acquisitions. The SBA 7(a) loan program is an excellent way for both bank and borrower to tread through this troubled business environment. While many large financial institutions are licking their wounds from the mortgage mess and the credit market contraction, community banks who are well capitalized and who traditionally don’t participate in these arenas are still a viable source of funds for small business acquisitions. Because SBA loans have features that reduce risk for banks, they are a valued tool for banks in this environment. And because they offer lower down payments and longer terms, the resulting lower monthly payments are attractive to borrowers. The US Small Business Administration (SBA) enables private lenders to make loans that they ordinarily would not be able to make by guaranteeing that a portion of the loan proceeds will be repaid to the lender in the event of a default ...

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Build a Business Plan When You Buy A Business

An essential part of any business is its plan for success. Your business plan lays the foundation and groundwork for your new venture.

Business Plans are a standard requirement by lending institutions, including SBA lenders, when pursuing financing for a business acquisition. However, business plans should be looked at as part of the bigger picture, as an architectural blueprint, the guide that will elevate your enterprise to the level you envision.

The discipline of constructing a business plan gives you the opportunity to examine and understand the challenges ahead and generate realistic expectations for your new business. This involves cohesively organizing your business ideas and financial needs and aligning them with detailed marketing and management plans that conform to your budgetary constrictions.

How far ahead should business plans look? A three year prospectus is standard since circumstances can change over long periods of time. Business plans should also include contingency plans since investors or lenders will want to know how the company will continue operations should something happen to the owner.

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Buying A Business - Huddle with the Experts

Acquiring a business is a team effort and finding the right business broker (intermediary) is just the start of building your squad. Here's a very common question posed by prospective buyers: "I'm ready to purchase a business that's currently available for approximately $1.1 million. I feel I need a person who can help me with the due diligence, valuation and general advice. Where can I find such a person?" The answer is: You don't simply need one person. Making a business acquisition is a team effort, and your business broker, also known as a business intermediary, is the quarterback. The broker drives the deal through communication with the buyer, the seller, the attorney and the accountant. We do everything to move the deal along, including coaching and some psychology. It's an extremely emotional process. Sometimes, the reason deals don't get done is that emotions get in the way. A good intermediary will take the emotion out of the transaction. Feeling an emotional connection to the business you inten ...

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A Buyer's Litmus Test to Purchasing a Business

When preparing for any invasive procedure, you would want to first address the issues that are the most crucial when deciding if further exploratory examination is warranted. Therefore, every person looking for a business to buy should ask key questions that will cut right to the chase in order to decide if a particular business warrants their further focus, time, and in-depth scrutiny.

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A Road Map Is Key To Buying A Business

Buying a business takes time and planning. Just as it would be sensible to pre-map a road trip through unfamiliar territory, it would be practical for a first-time buyer to develop a plan to navigate the path to business ownership. Charting the route is key to buying a business and becoming your own boss.

If you try to look at every business opportunity out there, you would be spinning your wheels and getting nowhere. You need to establish your own weeding-out process in order to streamline the course towards business ownership, rather than taking a circuitous route with too many detours.

Here are six (6) milestones to achieve before embarking on your trip to the business-for-sale marketplace.

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Do You Need An Attorney When Buying A Business?

Many buyers do not know if or when an attorney may be needed in the process of buying a business. That question always comes up when chatting with people beginning the process of searching for a business to buy. As a rule, it is recommended that buyers should consult their attorney for the review of any legal documents. Some of the types of documents involved in closing a business purchase that may be candidates for attorney review are: Covenant not to compete Employment contract(s) (for existing employees or the current owner) Review of the escrow instruction Review of promissory note Review of new or assumed lease Review of any agreement produced by the other party Checking for any pending lawsuits against the business, or any other liability problems Attorney's can draw up non-compete agreement for the seller to sign, as well as employment contracts for key employees who are critical to the operation of the business. You don’t want the seller or manager ...

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Indo-American Chamber of Commerce Presents Small Business Success Series

The Indo-American Chamber of Commerce of Greater Houston (IACCGH), as part of their Small Business Success Series, will be hosting a moderated dinner event at Bombay Brasserie Restaurant in Houston, Texas, on June 24, 2008. Tara Energy, headquartered in Houston and one of the largest independent retail electricity providers in Texas, is sponsoring the event. Frank Stabler, CEO of Certified Business Brokers (CBB), has been invited to serve as a distinguished panelist for the event to answer questions on the following topics: How To Sell Your Business How To Buy An Existing Business How To Finance Your Business and other related questions from guests and attendees Since 1999 the IACCGH has been a powerful advocate and important resource for businesses looking to capitalize on the tremendous opportunities presented through international trade. This organization has made a significant impact on the rich, diverse and prosperous Houston economy. For more information about this e ...

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Buying a Business is Competitive in Today's Market

Buying a business in today's economic climate requires that buyers be on the ball. The current economic climate, as far as business acquisitions are concerned, is a sellers market.With corporate downsizing, economic downturn and other factors, there are a lot of very knowledgeable buyers out there looking for one of the very few good business to buy. This means that you, as a buyer have a lot of competition. Consequently, you need to be well prepared. Depending on the type and size of acquisition being sought, it can take anywhere from three months to three years to find the right business. The DecisionThe first step is deciding to buy a business. Once you have made this decision and you are definite and firm about the fact that you are definitely buying a business, the process has started.The second step is to decide what kind of business. What are the criteria for this business you are looking to buy? Don't make a wish list or what would be nice. Make a list of what is important. For example, if your sta ...

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Inc. Magazine - "It's a Seller's Market for Buying Businesses."

It's all about supply and demand. Potential buyers and sources of capital for the acquisition of profitable privately-held companies is plentiful while the supply of businesses on the market is not. This makes a profitable, established business a hot commodity and in demand. Inc. Magazine spells it out in this month's issue, "The Most Valuable Businesses in America." During my first conversation with Darren Dahl in February, in preparation for his writing the article for Inc. Magazine, he wanted to understand what drives the value of a business and why some businesses are more desirable than others. I first described the Houston marketplace, which enjoys one of the top economies in the nation. Location, location, location is always a value driver, and a business location is no exception. I've been writing about Houston's hot economic climate for over a year now and told Mr. Dahl that Houston is a "bulls eye" target for business acquisitions because of it. We cannot satiate the marketplace of buyer ...

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Selling A Business In Houston - It's Still Hot!

Back in March 2007 I wrote an article touting Houston's booming economy. In revisiting that article, while there is certainly economic turmoil on today's national scene, Houston is still hot! The reason for this blog post is to share some of our current hands-on observations and experiences that keep us aware of the climate in Houston. And, I'm not talking about green house gases or other global warming theories. These are facts straight from the microeconomic level. Our firm is like a barometer for the Houston business marketplace. We know what business owners are feeling and thinking -- they talk to us. Everyday, we visit with these entrepreneurial people who are keeping Houston's economy as one of the best in the nation. And, we also serve as the information source for those who want to become business owners. Yes, they talk to us too. They are calling from New York, California, Ohio, Canada, England, well -- in other words, we are seeing international interest in Houston for business acquisitions. ...

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Buying an Existing Business Beats Starting a Franchise

Last Friday afternoon I was a guest on KSEV Radio AM 700 with host Aubrey Thoede and had the opportunity to discuss a subject that many call-in listeners wanted to learn more about....starting their own franchise. But buying a new franchise is not the best way to go about achieving the "American Dream." Everyone reads or hears about big corporate mergers and large company acquisitions. However, big corporations aren't the only companies being bought and sold. Profitable, privately-held small businesses are changing hands everyday. These transactions are done behind the scenes and are not reported along with the daily stock market news. These business exchanges fly under the radar of the public at large -- which may be part of the reason that it is not commonly understood that buying an existing small business is the most viable path to being a successful business owner. If you are considering your options for going into business for yourself, buying an already established profitable business should be t ...

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Houston Business Brokers Predict Buying, Selling of Companies to Grow in 2008

If you are looking to buy or sell a business in Houston, 2008 will see a wave of activity and be a year of great opportunities.We have already kicked off the New Year with a bang, closing four businesses between New Year's Eve and the day after the Holiday. And, we currently have a record number of businesses scheduled to go to the closing table over the next two months.The celebrating, enthusiastic freshly-crowned business owners are bullish on the Houston economy and have grand plans for growing their new acquisitions. As for the former proprietors, now retired former baby boomer business owners, are to be congratulated for their successful achievement and having been in the driver's seat that has helped steer our city's economy to its top status as one of the best in the nation. The diversity of our small business community is the backbone of the city's robust commercial health.We fully expect business transfer activity to continue its uptrend here. We have seen accelerated momentum over the last few years ...

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Buying A Small Business - Get Prequalified For Financing

Get Reviewed and Prequalified For Financing So You Can Leverage Your Business Purchase. Getting prequalified for financing by lenders is very important for two specific reasons. 1) 90% of all small businesses sold have some form of financing involved. 2) One of the biggest reasons that deals falls through is because the buyer could not obtain financing. While some sellers are willing to provide partial financing to a qualified buyer, they would much rather the buyer be able to get third party financing so they can receive their cash up front at closing. Wouldn't you? The seller takes a considerable risk on a buyer he doesn't know too well and can only hope that the buyer will be successful in running the operation. The usual cash injection (down payment) required by SBA and other lenders in the purchase of a small business is generally around 20% to 30% and the rest is financed. This, of course, is based on your personal financial standing and background. You will need to submit personal fina ...

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Looking For A Business to Buy in Houston? Who Do You Call?

If you want to be successful in making a business acquisition, you want to work with a brokerage firm with a large inventory of businesses for sale and an experienced staff of professionals who are focused ONLY on selling businesses and have the training and experience to successfully close the deal.

While most first-time buyers may initially think it is a simple undertaking, they quickly find out that it is not. It is definitely not simple, and it is not similar to searching for a home. Except for the fact that there are Brokers to help you and market trends involved to assist in valuations, there is no comparison between buying a business and buying a home. So don't make the mistake of using a Real Estate Broker to buy a business.

Stick with a Business Broker to buy or sell a business. They are specifically trained in structuring business sales and have an extensive network of professionals, such as attorneys, accountants, and SBA and other lending institutions, who are experienced in business transfer transactions.

It is important that you have performed a self assessment and are aware of the sequence of steps involved in the process of buying a business before beginning the search. Try to concentrate your efforts on businesses that you can realistically afford to purchase and fit your specific needs and goals.

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Selling Your Small Home-Based Business

Can You Sell Your Home-Based Business? The value of a business depends mainly on the earnings it produces, with the expectation that those earnings will continue into the future should a new owner take the helm. It also depends on having something valuable to sell that allows those earnings to be produced. So, if you have a small home-based business, here are some questions that can help you determine if your business has value in the marketplace. Can a qualified person walk into my business, take over, and earn the same amount that I do? If the business IS the owner, it would be an impediment to the chances of a sale. For example, if your business is derived from your personal reputation and/or relationships whereby the day you leave the business, so do the customers, it is not worth a dime to a buyer. The more you are separated from the ongoing viability and continued operations of the business, the better the odds of a new owner being able to keep it alive and well. So, if you've developed methodo ...

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Small Business Loans Hit Record Breaking Levels in 2007

The U.S. Small Business Administration posted record-breaking loan numbers again in FY 2007, expanding access to capital to thousands of entrepreneurs across America and setting records for both the combined number and dollar volume of loans, according to their News Release today.SBA approved 110,275 loans totaling more than $20.6 billion under its two primary small business loan programs during the 12 months ending on Sept.30 2007, compared with 107,233 loans worth $20.25 billion in 2006. With the strong results in 2007, the combined outstanding loan balances in the 7(a) and 504 loan programs increased 6.5 percent to $66.7 billion. The total does not include an additional $2.65 billion in venture capital funding provided by SBA-licensed Small Business Investment Companies to more than 2,000 small businesses.The SBA plays an increasingly vital role in enabling small businesses across the country to get the capital they need to buy and grow their businesses, create jobs and build their communities. Although SB ...

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Don't Start a New Business -- Buy an Existing Business

Don't start it, buy it! Why should you buy a business versus start a new one? Here are ten solid reasons: (1) The success rate for existing businesses purchased is significantly higher than the success rate for a new business startup. Statistics indicate a 90% failure rate for new business ventures within five years, while business brokers report that 70% of businesses they sold are still in business five years later. (Economist, Brian Headd, with SBA Office of Advocacy, report -- Redefining Business Success: Distinguishing Between Closure and Failure.) (2) An established customer base means immediate cash flow! (3) Bank finance options: It is much easier to find capital to buy an existing business than to start a new one. Why? Banks know the statistics. Bankers are much more willing to lend money when there is an identified source of repayment already in place (i.e. cash flow). (4) Seller financing: Many sellers of existing businesses are willing to provide financing at very reasonable terms. Wh ...

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Buying a Business - Emotion and Due Diligence

When buying a business, both emotion and due diligence are elemental and essential. Here are 10 key matters to consider when you find that magical business for which you've been searching. It covers important points that are sometimes overlooked when your head is in the clouds during the emotional excitement of a deal. 1) Know that when you own a business it is a lifestyle change. The business becomes part of your family and demands attention. Make sure both you and your family are ready for it. 2) Is it a business that you know and understand? If not, do the research and make sure you learn about the business, its competitors and any changes that are due in the marketplace. There is usually public information available for almost any industry. Find out if there are any industry issues that will positively or negatively impact the business. 3) Make sure it is a business you want to be in. Can you picture yourself working it? It would be a good idea to meet with the owner and discuss in detail what ...

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To Build, To Franchise, or to Buy an Existing Business......That is the Question

Should you be the architect of a new business and start from scratch, buy a new franchise, or buy an established existing business? Every year, thousands of people consider going into business for themselves and these are the three routes to get there. Each course has advantages and disadvantages that one should consider.

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Most Small Business Acquistions are Asset Sales

Do you buy the stock of the company or the assets? This is a very important decision. If a business is set up as a corporation, the owner may want to sell you the shares of the business. This is called a stock sale. Sellers like this type of deal because their profits get taxed at capital gains rates instead of income tax rates which is often higher. An asset sale on the other hand is a sale in which you buy the underlying assets of the business. For example if you are buying a restaurant you would buy all the equipment, assume the lease on the property, the business name, recipes, or purchase the building if that is an option. So what’s the big difference to you - the buyer? Buying stock not only transfers the assets, but it also transfers the liabilities. If someone slipped and fell two days before you buy the stock you would still be on the hook for the liability. Another benefit of an asset sale is you get to depreciate all the assets by class. This can be tax-advantageous. If you do a stock pur ...

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Small Business Ownership - The Path to Millionaire Status?

Something interesting happened at the bank yesterday. Sadly, it wasn’t that I noticed an extra $100,000 in my account. I was at the teller window and the young guy next to me was probably in his mid twenties, with his little toddler in tow. He was inquiring about the best way to set up regular $25,000 deposits. After a few minutes, he left and the middle aged woman who was the next customer at the window wanted to put $75 from her credit card into her checking account. I would assume this was to avoid bouncing a check. This dichotomy was very interesting to me. These two individuals were obviously at very different places in their financial lives. It brilliantly illustrates the importance of proper financial health. The young man was, from outward appearance, not much different economically from the woman. In fact, the woman was more nicely dressed than the man was, yet was seemingly a gnat’s whisker away from financial disaster, living paycheck to paycheck. The other person however, was explor ...

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More Buyers Are Looking For Small Business Acquisitions in Houston

Investment groups and baby boomer corporate executives looking to get into action with companies of their own are making small businesses hot prospects these days. Buyers have money to spend and are turning more frequently to the local landscaping company or delivery company as good investments. There's no question that Houston-area small businesses are becoming more frequent targets for seasoned buyers currently combing the marketplace for investment opportunities. Houston's business-friendly climate is an attractive incentive for these categories of buyers who are more sophisticated about gauging the risks of acquiring small businesses. As a result, they are going after privately-held, well-oiled enterprises with an annual profit of at least $100,000. Manufacturing, trucking, distribution, and service-sector businesses are a few on the list of popular targets. Proof that the buying spree has heated up in Houston is partly in the growing ranks of business owners consulting with business brokerage firms ...

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Boomers vs. Gen Y Business Owners -- Survey by Amex

We report on economic conditions and other issues that affect the Small Business Community and its future outlook. This survey is important because it is essentially an interview with the generations that hold, in their hands, the future impact of small business on our economy. The outlook is encouraging. Let's preface the Survey with why Small Business is so important to our economy. Small Businesses make up 97% of America's exporters and produce 26% of all export value. (Fred Smith, FedEx Corp. CEO May 2006) Small Businesses employ 50 percent of the country's private sector workforce (U.S. SBA June 2006) Small Businesses have generated 60 to 80% of net new jobs annually over the last decade (U.S. SBA June 2006) The estimated 25.8 million Small Businesses in the United States represent 99.7% of all employer firms. (U.S. SBA June 2006) In a Head-to-Head Match-Up Generations Agree Experience Gives Boomers the Advantage in Business; Gen Y More Passionate but Baby Boom ...

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Buying or Selling a Business? What is the CPA's Role?

Whether you are buying or selling a business, your accountant can make or break the deal. If you choose to engage advisors, such as a CPA, to assist you in the sale or purchase of a business, it is important that they be deal friendly and transaction experienced. They must have a clear understanding of your objectives and seriousness in getting the transaction completed. In many instances, the sale of a business fails to close because of a CPA's actions or lack thereof. For instance, the buyer's accountant makes too many demands of the seller due to the lack of understanding of the due diligence process or the documentation that should typically and reasonably be provided by the seller. Certainly, you want your accountant to look out for your interests, but not to the point where the demands are so strenuous that the other party walks away from the deal. The failure of the seller's accountant to provide financial records and information in a timely manner to the buyer is another way to kill a deal. ...

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Buying or Selling a Business? What is the Attorney's Role?

Whether you are buying or selling a business, your legal counsel can make or break the deal. If you choose to engage advisors, such as an attorney, to assist you in the sale or purchase of a business, it is important that they be deal friendly and transaction experienced. You must articulate your objectives and seriousness in getting the transaction completed. In many instances, the sale of a business fails to close because the attorney for one side makes too many demands of the other side. Certainly, you want your attorney to protect your interests, but not to the point where the demands are so strenuous that the other party walks away from the deal. The buyer, seller, and their advisors involved in the transaction must have a mutual understanding of the price and terms of the deal.......who is getting what and for how much......or the sale may be doomed before it starts. Business brokers can refer you to legal professionals if you don't already have one that is experienced in legal issues related to b ...

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Selling Your Business? Don't Let Anyone Know!

Family and private businesses are sold in an environment that is unlike the selling environment of anything else you can imagine! Sound surprising? After you review the following ten reasons that make selling a business different, perhaps you will agree. (1) Confidentiality Making the decision to sell one's business is a difficult enough task in itself. However, once the decision is made how do you sell it without anyone knowing it's for sale? Adverse things can and do occur when people know, or think they know, a business is for sale. Confidentiality must be maintained. Here's why. a) Employees get nervous and may leave for more stable employment. They believe that the "new broom will sweep clean." That may be true in public company acquisitions but is generally not true in private company sales. Your staff represents a significant portion of your company's value. Should your key employees leave, most buyers of private companies will not buy. b) Competitors may take advantage by using the ...

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The Seller Remorse Stage of Selling a Business

Getting Cold Feet? Closing the deal can be the most challenging part of buying or selling an operating business. Valuations, investigations, and negotiations are complete and now it's a matter of getting everything into writing in a form that satisfies everyone so that the transfer of ownership of the business can take place. However, you can definitely count on someone getting cold feet just before the closing. Be prepared for this! Anticipate it happening and then work through it logically, reasonably and unemotionally. "Seller’s Remorse" doesn't happen at any specific stage of the process. It can occur at any time and the usual symptomatic thoughts start going through the seller's mind. “Do I really want to sell my business?” “At this price, am I just giving my business away?” “What if the new owner mistreats my long-time customers and loyal employees?” "What if I’m bored as soon as I retire?” “Who is this new potential owner? "Will he maint ...

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The 1031 Exchange -- Sell Business Property Now, Pay Tax Later

A growing number of investors are selling properties and paying taxes later through a deal structure called a 1031 exchange. Section 1031 of the U.S. Tax Code permits a seller of commercial properties to defer the capital gains obligation if it identifies a replacement property within 45 days of closing the sale. The seller must then close on its new purchase within 180 days of the first closing. In a typical transaction, the property owner is taxed on any gain realized from the sale. However, through a Section 1031 Exchange, the tax on the gain is deferred until some future date. Section 1031 of the Internal Revenue Code provides that no gain or loss shall be recognized on the exchange of property held for productive use in a trade or business, or for investment. A tax-deferred exchange is a method by which a business owner who has outgrown a company-owned building, for example, can defer the tax liability as long as the proceeds are used to buy another building of equal or greater value within a spe ...

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Buying a Business - Questions to Ask the Seller

The following serves as an excellent checklist for a Buyer in compiling questions to ask the Seller about his business during the Due Diligence period. Potential Problem Areas to be Addressed Changes in law, New competition, Change in technology Foreign imports, Drop in demand, Equipment obsolescence Facility obsolescence, Market shifts, Down trends Employee theft, Interest rate flux, Labor problems Tax liens, Increased repair costs, Low margins Capital improvements needed, Single supplier position, Single customer position Bad receivables, Low backlog, Shipping problems Political instability, Restricted credit, Lavish facilities Closed business, Customer problems, Supplier problems Regulatory violations, Utility rate changes, Insurance cost changes Obsolete inventory, Slow moving inventory, Obsolete advertising Key talent leaving, Lease about to expire, Employee promised equity High lease escalation, Product liability claims, Patent ex ...

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Houston -- #3 Business-Friendly City in the Nation

Business is thriving in Houston........and No Wonder! Houston is the fourth-largest city in the United States, located in a culturally diverse metropolitan region of 4.8 million residents – and growing at more than twice the national pace. It has a low cost of living, a well trained and educated workforce, has one of the largest ports in the nation for the expansion into the international marketplace, has no state income tax, and is one of the top business-friendly states in the nation. Houston is booming and is ranked #3 best Metro Area for doing business by Texas has the #6 best Business Tax Climate in the nation according to the Tax Foundation's 2007 State Business Tax Climate Index. The Tax Foundation, established in 1937 in Washington, D.C., provides unbiased tax information and presents facts and figures to educate the public about America's tax burdens and its impact on our economy. As reported by the Texas Workforce Commission (3/8/07), Houston's job growth rate was double t ...

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The Landlord and Lease Contingency in Selling a Business

Clear A New Lease With The Landlord Before You Sell Your Business.

A lease is a contract that represents the right to operate a business from rented premises. It is a legally binding contract between the landlord and the tenant. It sets out the terms, conditions and rights as well as the obligations of both parties in relation to the occupancy.

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The Buyer Remorse Stage of Buying a Business

Getting Cold Feet? Closing the deal can be the most challenging part of buying or selling an operating business. Valuations, investigations, and negotiations are complete and now it's a matter of getting everything into writing in a form that satisfies everyone so that the transfer of ownership of the business can take place. However, you can definitely count on someone getting cold feet just before the closing. Be prepared for this! Anticipate it happening and then work through it logically, reasonably and unemotionally. Many Buyers, particularly first-time Buyers, experience a pre-closing nervousness known as “Buyer’s Remorse.” It generally occurs during the Due Diligence phase. During this period the Buyer may begin to have second thoughts about the wisdom of buying the business. The train of thought may go something like, “Am I doing the right thing?” “Do I really want to get into this venture?” “Is this the right time?” “What if the curren ...

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Buying A Business - The Sequence of Events

6 Steps in the Buying Process Step 1: Self Assessment When you meet with a Business Broker, be prepared to discuss your background, work experience and financial ability to purchase a business. A Business Broker cannot adequately help you find a company that meets your needs without this knowledge. A personal resume and financial statement will also be required by lenders, landlords and others who will be a party to your business acquisition. The following are examples of the questions you may be asked by a Business Broker: Why do you want to buy a business? What are your special skills and educational background? What is your work and/or business ownership experience? What are your hobbies and areas of special interests? Assuming suitable sources of financing are available, what is the maximum amount of your personal funds you can invest as a down payment to purchase a business? If you plan on including an equity partner/investor, how much do you expect them t ...

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Buying or Selling a Business -- Closing the Deal Checklist

A Simplified Checklist When Selling A Business & Closing A Deal - Adjust purchase price This would take care of prorated items such as rent, utilities and inventory up to the time of closing. - Review documents required to be provided by the seller This would be a corporate resolution approving the sale, evidence that a corporation is in good standing, any tax releases that may be been promised by the seller. Check with your local department of corporations or secretary of state. - Sign promissory Note In some cases the seller will financing part of the sale price, so have an attorney review any Note documentation. - Security Agreements These documents may be necessary if you are going to finance your purchase. A Security Agreement lists the assets that will be used for security as a promise for payment of the loan. - UCC Financing Statements These documents are recorded with the Secretary of State in the State in which you have purchased your business. Again, these documents are nece ...

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When Buying a Business -- Understand the Seller's Position

In the purchase of a business, the end result of negotiation is not winning an argument, but reaching a mutually beneficial agreement between buyer and seller.

The most common mistake people make in negotiation is thinking that their goal is to win at the expense of the other party. Adopting this win-lose approach almost always results in a failed, or less than optimal, negotiation. A win-win approach, where each party gets its needs met, is the most successful way to negotiate.

To better accomplish this end, the prudent business Buyer should understand the Seller’s position, establish a harmonious relationship with the Seller, and pave the way for negotiations which will lead to the successful purchase of a business.

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The Closing Table


Now that all of the contingencies have been satisfied and removed from the Contract, it’s time to draft the final closing documents. These documents may be prepared by the Seller’s attorney, Buyer’s attorney or a third party attorney employed by the business broker.  The basic documents associated with the transfer of a small business generally include:

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Buying A Business -- A Due Diligence Checklist

Due Diligence is the last phase in the buying process. This is the time when you will have access to all of the company's books, records and files. You will have a pre-determined period of time to investigate the information that you have been given so far to verify its accuracy.

The goal of an effective due diligence is to validate what the seller has represented and to allow you adequate time to review all of the other key issues of the business. The following is a checklist of information and documents that a buyer may wish to review during the due diligence period:

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Who Would Be the Buyer of Your Small Business? Part 2

Who are the Buyers for Privately-Held Companies and What is Their Acquisition Criteria? Understanding who the buyers are and their acquisition criteria will enable business owners to be better prepared when the time comes to sell. Unrealistic expectations of value and factors that drive value result in many business owners being unable to sell their business. When a business is on the market for a long period of time, pre-disclosure to employees, customers and suppliers can be detrimental to the business. Alternatively, proper valuation, packaging and presentation to the most likely buyers enhances the probability of a sale within a reasonable period of time. Already addressed in Part 1 of this subject was the Individual Buyer Category. Discussed here will be the Financial Buyer (sometimes called investment buyer) and Synergistic Buyer categories. Each have specific identifiable acquisition criteria. THE FINANCIAL BUYER There are approximately 200 well-known financial or investment buyers ...

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Who Would Be the Buyer of Your Small Business? Part 1

The Individual Buyer Category represents the largest number of prospective buyers for small to midsize privately-held businesses. Understanding who the buyers are and their acquisition criteria will enable business owners to be better prepared when the time comes to sell. The individual buyer category encompasses a variety of buyer types that include wealthy individuals, corporate executives, engineers and salespeople working for large firms, and immigrants entrepreneurs who have recently moved to the US. There are two other buyer categories that will be discussed in a future post: Financial Buyers (sometimes called investment buyers) and Synergistic buyers. Each buyer category differs in their purpose for making an acquisition and the types of businesses they target. Wealthy Individuals often are people who have taken early retirement from corporate America and after a brief period of being nonproductive decide to get into their own business. They tend to acquire midsize companies grossing in excess of ...

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Small Business Owners: Prequalify Your Business for a SBA Loan Early in the Selling Process

SBA prequalified businesses get more attention in the businesses-for-sale marketplace because it saves potential buyers a lot of effort and time to secure financing. More importantly, however, they know the business is financially sound. The more interest generated in your business, the better the chances for a quicker sale.

If your business is eligible for SBA financing, it will usually get a higher price.....especially if you provide a small amount of additional financing to the buyer. It makes the buyer feel more secure about purchasing your business knowing that you have enough confidence in the performance of the business to provide a loan. Or, based on the buyer's financial capabilities, you may get all cash instead of having to provide any portion of the financing yourself.

When your business is prequalified for financing, you will also get advice on what types of buyers would be approved for financing for your type of business, potential terms, and deal structure. You will also get a Letter of Prequalification you can present to qualified potential buyers.

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Houston is Booming -- It's Not Only the Weather That's Hot Down Here

"Texas is a land of buccaneering capitalism."- The Economist, 12/19/02 In addition to having a low cost of living and a great quality of life, Texas has one of the nation's most favorable business environments. By 2030 the U.S. Census Bureau projects Texas population will increase by 60 percent compared with 2000 and will be one of the three other states that account for nearly one-half of total U.S. population growth between 2000 and 2030. So........with all the environmental infrastructure in place, it's not surprising that we're off to a running start. Noted in New York Times article last week, Houston is experiencing its strongest resurgence in more than 20 years. The article cites energy, real estate development, and real estate investment as leading the way for the boom. There are, however, many other drivers contributing to the diverse economic health of Houston. The international trade and logistics sector is trucking along in the speed zone and will not be putting on the brakes anytim ...

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What Kind of Insurance is Needed for a Small Business?

It can be difficult to determine which kinds of insurance is needed for a small business. Different types of insurance have confusingly similar names. Your state, town, or county may have its own insurance requirements and many industries have coverage specific to them. To assist in determining which kind of insurance a business should have, you might want to check with the following agencies: The county or city clerk A local chapter of your industry association The state insurance office Here are three great website resources that provide helpful information regarding regulatory requirements: The Official Business Link to the U.S. Government The Official Site of Houston Texas Business Portal The basic business insurance package consists of four fundamental coverages--workers' compensation, general liability, auto and property/casualty--plus an added layer of protection over those, often called an umbrella policy. In addition to these basic needs, you may also w ...

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More Fuel for Houston's Sizzling International Trade and Logistics Market

"Companies to service cargo and vessels at the Port of Houston and along the Houston Ship Channel will be in high demand for the foreseeable future and will continue to provide impetus to our city's economic vitality." -- Above is a quote from one of my posts earlier this month touting Houston Growth in International Trade and Logistics. Another major firm expanding operations to Houston's commerce hub Marlink, an international satellite communications provider, announced this week a visible step in its global business strategy. It is opening a Regional Headquarters operations center in Houston to meet growing demand from its maritime and offshore industry customers throughout North and South America. It will be located near the South Shore Harbor complex, with access to the ports of Houston, Galveston and the primary offshore oil and gas support bases in Louisiana. (Full Article in Houston Business Journal: "Marlink Picks Houston for Americas Headquarters" 03/12/2007) Houston's Gulf Coast has lon ...

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Seller Financing in a Small Business Sale

Most sellers are unaware of how much the interest on the sale increases their actual selling price. For example, a seller carry-back note at eight percent carried over nine years will actually double the amount carried. $100,000 at eight percent over a nine year period results in the seller receiving $200,000.

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Houston Economy Surpasses Expectations -- Stirs Small Business Activity

Job and Population Growth Bode Well for Small Business in Houston as its Economy Expands A revised report issued on March 8, 2007 by the Texas Workforce Commission (TWC), says Houston's job growth rate was a full percentage point higher than the initial estimate released seven weeks ago. Houston's 4.2 percent job growth during 2006 is well above the 2.6 percent growth statewide. The biggest revisions from the initial report were increased growth rates at the professional, higher-paying job levels in manufacturing, architecture and engineering, and computer systems jobs. This TWC report redoubles the U.S. Census Bureau December 2006 report indicating that Texas saw its population grow by 579,275 - the biggest increase in the nation. The higher-than-national-average growth rates are the result of favorable business conditions in Texas. The state ranks second on Forbes' list of best states for doing business and is ranked the 9th Friendliest Entrepreneurial Environment in the U.S. by the Small Business ...

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Houston Growth in International Trade and Logistics

Former Chairman of SCORE® Houston, a Nonprofit Organization, Takes Mission to Private Sector -- the Small Business Marketplace HOUSTON, TX -- (MARKET WIRE) -- February 21, 2007 -- After serving three years as Chair and Vice Chair of Houston Chapter of SCORE®, Thomas Pence, an expert in global trade and logistics, shifts back into the small business marketplace to take part in Houston's dynamic growth in international trade and distribution by joining Certified Business Brokers, the largest business brokerage firm in Houston. Increased international trade is spurring development of industrial properties in the Port of Houston areas to support operations of warehousing, containerization, and distribution hubs. In addition, many logistics and distribution companies are either relocating to Houston or are expanding their operations into the Houston market. The recently opened Bayport Terminal is recognized as the most state-of-the-art container terminal in the US and will triple Houston's existing ...

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