When buying a business, look ‘behind the numbers’
03/08/07Ian M. Berkowitz
The process of buying- an ex
isting business can b-e bro
ken down into two de nitive
steps. A prospective buyer must
verify the nancial picture of the
business, its past and present. This
is either done by the buyer or his
or her trusty accountant.
Upon completion of a- com
prehensive review of the past and
present nancial picture, -the pro
spective buyer must examine the
future nancial picture an-d con
clude whether or not the business
can or will do the same or better
revenue for the new owner.
Although a nancial review is
very important step, there is an
equally important step in- deter
mining whether or not th- e busi
ness is strong, healthy and ripe
for the picking. Most buyers focus
on the numbers and the “owner’s
bene t” and forget to look behind
the numbers.
Looking behind the numbers is
to request and review the things
that make the company function
in any and all ways. The questions
are many but if answered- respon
sibly and thoroughly it will ensure
a smooth transition from seller to
buyer.
How does the busines-s gener
ate revenue? Who are its -custom
ers? Are there agreements with its
customers? Are they long-term or
short-term agreements? Are any
of those agreements in jeopardy
or expiring? Is a majority of the
business coming from a f-ew cus
tomers as opposed to many? What
happens if that main customer
decides to go somewhere else with their business?
What about the suppliers who
supply product? Is there one main
supplier? What are the terms and
conditions with that supplier?
What happens if that supplier goes
out of business or decides to cut
o the business? Are there backup
suppliers? Who else does -the busi
ness depend on for its products or
services?
What about the employees who
are part of the day-to-da-y opera
tions. Are there special licenses
required to operate the business?
Who holds them? Are th-ose em
ployees under employme-nt agree
ments or can they pick up and
leave at any time? What are the
terms of those agreements? What
happens if one or more e- mploy
ees leave? Are you able to hire and
train new employees at- a mo
ments notice? Can you continue
to a ord the labor even if you
may need to add some debt on the
business?
These types of questions are
what I call part of the legal due
diligence process. It is extremely
important to work with a-n attor
ney or a well-quali ed business
consultant to review thes-e specif
ics behind the numbers and make
sure that the business is on solid
footing and not just a house of
cards waiting to fall.
A solid business is one that will
continue to operate, grow- , gener
ate revenue and not be a ected by
sudden movements, good or bad,
by vendors, customers, suppliers,
or employees. Things hap-pen ev
ery day to businesses, but it is the nesses that will thrive in a-ny mar
ket. More importantly, it is worth
your time and e ort to make sure
that your target acquisition is able
to stand on its own two feet even if
a curve ball is thrown it way.
Smart businessmen and- wom
en are always checking every part
of their operations to ensure that
no one factor alone will have a
detrimental e ect on the entire
business. If you don’t see through
the nancial snapshot and look
behind the numbers, you might
nd yourself wishing you did
when an unexpected action walks
in the door and leaves you, the
new owner, wondering what hit
you and what happened to the
business.
Click Here For Original Article
Ian M. Berkowitz is a former attorne-y/advi
sor with the United States Small Business
Administration in Washington D.C. During his
tenure with the Federal Government -he speci
cally worked in the areas of disaster relief for
homeowners and businesses and government
contracting. He is currently a practicin- g busi
ness and real estate attorney in Boca Raton.
In addition to his law degree, Ian also holds a
Masters Degree in Government from The John
Hopkins University.
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