When buying or selling a business, it 是至关重要的ly important that you evaluate the lease. It is a strange phenomenon that otherwise savvy business people will treat leases as a secondary concern. 然而, problematic terms in a lease can literally force you to pack up a business and move. 这 would not only be a jarring experience, 但 a very costly one 也.
Finding a good location is of paramount importance to both the profile and profitability of your business. You may feel that there are more important issues when buying or selling a business. 但是在本文的最后, you’ll see the wisdom in placing a lease near the top of your “to evaluate” list.
There are three different kinds and types of leases: a new lease, 转让租赁和转租租赁. All three of these options are most definitely different from one another and can potentially impact your business in different ways.
A new lease, as the name indicates, is the result of a lease that has expired. That means that the buyer must work with the landlord to establish a new lease. 购买 a business only to discover that you don’t have a lease and the landlord isn’t interested in keeping your business at its current location is most definitely a shock that no business owners want to encounter. Buyers should be one-hundred percent certain that they have a lease in place before they buy a business.
The second type of lease is the assignment of lease; this form of lease is quite common. It involves the buyer of a business being granted the use of the location where the business is currently located and operating. 通过租赁的转让, the seller is able to assign the buyer the rights associated with the lease. 当然, it is important to keep in mind that the seller is not acting as the landlord, 而是, simply has the ability to assign the lease.
The third option for lease is the sublease. The sublease is basically a lease within a lease, and it comes with some important distinctions that must be understood. A sublease generally requires the permission of the landlord and that permission should not be viewed as a “foregone conclusion” or “automatic.”
The bottom line is that no new business owner wants to discover that their new business doesn’t have a home. There are an array of very important issues to work out when buying a business, and it 是至关重要的ly important that buyers never overlook what kind of lease is involved. A savvy seller will highlight what kind of lease they have, especially if the terms are favorable. But buyers should always be proactive and ask questions about the status of the lease and make certain that lease terms are clearly defined.
There is the oft-told story about Ray Kroc, the founder of McDonalds. Before he approached the McDonald brothers at their California hamburger restaurant, he spent quite a few days sitting in his car watching the business. Only when he was convinced that the business and the concept worked, did he make an offer that the brothers could not refuse. 剩下的，正如他们所说，都是历史了.
这一点, 然而, 对买方和卖方都适用, is that it is important for both to sit across the proverbial street and watch the business. Buyers will get a lot of important information. For example, the buyer will learn about the customer base. How many customers does the business serve? 多长时间? 什么时候接待顾客?? 客户基础的构成是什么? 繁忙的日子和时间是什么时候?
老板, 也, can sometimes gain new insights on his or her business by taking a look at the business from the perspective of a potential seller, 通过“看街对面”.”
这两个 owners and potential buyers can learn about the customer service, 等., by having a family member or close friend patronize the business.
Interestingly, these methods are now being used by business owners, franchisors and others. When used by these people, they are called mystery shoppers. They are increasingly being used by franchisors to check their franchisees on customer service and other operations of the business. Potential sellers might also want to have this service performed prior to putting their business up for sale.
There are unique attri但es of a company that make it more attractive to a possible acquirer and/or more valuable. Certainly, the numbers are important, 但 potential buyers will also look beyond them. Factors that make your company special or unique can often not only make the difference in a possible sale or merger, 但 also can dramatically 增加价值. Review the following to see if any of them apply to your company and if they are transferable to new ownership.
Do any of your products have a well recognizable name? 不一定非得是面巾纸或可乐, 但 a name that might be well known in a specific geographic region, or a name that is identified with a specific product. A product with a unique appearance, taste, or image is also a big plus. For example, Cape Cod Potato Chips have a unique regional identity, and also a distinctive taste. 这两个 factors are big pluses when it comes time to sell.
A company doesn’t have to be a Fortune 500 firm to have a dominant position in the market place. Being the major player in a niche market is a dominant position. 可能的买家和收购方, 比如收购集团, look to the major players in a particular industry regardless of how small it is.
时事通讯和其他出版物也有, 在过去的几年里, built mailing lists and subscriber lists that create a unique loyalty base. Just as many personal services have created this base, a number of other factors have contri但ed to the building of it. The resulting loyalty may allow the company to charge a higher price for its product or service.
A long and favorable lease (assuming it can be transferred to a new owner) can be a big plus for a retail business. A recognizable franchise name can also be a big plus. Other examples of intangible assets that can create value are: customer lists, 专有软件, 一个有效的广告方案, 等.
The ability to charge less for similar products is a unique factor. For example, Wal-Mart has built an empire on the ability to provide products at a very low price. Some companies do this by building 联盟 with designers or manufacturers. In some cases, these 联盟 develop into partnerships so that a lower price can be offered. Most companies are not in Wal-Mart’s category, 但 the same relationships can be built to create low costs and subsequent price advantages.
A company that produces a product or service that cannot be easily replicated has an advantage over other firms. We all know that CPA and law firms have unique licensing attri但es that prevent just anyone off of the street from creating competition. Some firms have government licensing or agreements that are granted on a very limited basis. Others provide tie-ins that limit others from competing. For example, a coffee company that provides free coffee makers with the use of their coffee.
技术, 商业秘密, 专用应用程序, confidentiality agreements protecting proprietary information – all of these can add value to a company. These factors may not be copyrighted or patented, 但 if a chain of confidentiality is built – then these items can be unique to the company.
There are certainly other unique factors that give a company a special appeal to a prospective purchaser and, 同时, 增加价值. Many business owners have to go beyond the numbers and take an objective look at the factors that make their company unique.
Most people think of starting a business from scratch, 开发一个想法, 白手起家建立一家公司. 从头开始, 然而, has its disadvantages including – developing a customer base, 营销业务, hiring employees and creating cash flow … without any history or reputation to rely on.
To avoid these challenges, buying an existing business may prove to be the better solution. 购买 an existing business has its advantages – including, 但 not limited to:
现有企业是已知的实体. It has an established and historical track record. It has a customer or client base, established 供应商, 和供应商. It has a physical location with furniture, fixtures, and equipment in place. The term “turnkey operation” may be overused, 但 an existing business is just that, 和更多的. New franchises may offer a so-called turnkey business opportunity, 但 it ends there. Start-ups are starting from scratch with all the disadvantages stated above.
In addition to the existing relationships with customers or clients, 供应商, 和供应商, most businesses also have experienced employees who are valuable assets to the company. A buyer may already have established relationships with banks, 保险公司, 打印机, 广告商, 专业顾问, 等., 但 if not – the existing business/owner does, and they can readily be transferred to the buyer as part of the acquisition.
Starting a new business is just that: “a pig in a poke.“不管做了多少研究, time, 还有你投资的钱, there’s still a big risk in starting a business from scratch. An existing business has a financial track record along with established policies and procedures. A prospective buyer can see the financial history of a business – when sales are high and low, what the true expenses of the business are, 以及业主能赚多少钱, 和更多的. 也, 在几乎所有的情况下, a seller is more than willing to stay on to teach and work with a new owner – sometimes free of charge.
An Existing Business Comes with A Price and Terms.
As stated above, an existing business has everything in place. The business is in operation and typically has an established selling price. Opening a new business from scratch comes with a great degree of uncertainty and can become a proverbial “money pit”. 当购买一个已建立的企业, a buyer knows exactly what he or she is getting for their money. 在许多情况下, a seller is also willing to take a reasonable down payment and then finance the balance of the purchase price.
通过融资购买价格, a seller is saying that he or she is confident that the business will be able to pay its bills, 支持新所有者, plus make any required payments to the seller.
1. 建立稳固的管理团队. A business with EBITDA of $1 million and up needs a full complement of officers and directors. 这样的团队可能包括:首席运营官, 首席财务官, 一名销售经理和, 取决于业务的类型, IT主管. It is also beneficial to create a Board of Directors with at least two outside members. 这 职业化 of management can remove the stigma of “the one man band.” Not only will this build a stronger company, it will increase the value to a possible acquirer. Smaller firms should also build a strong management team, and creating an outside advisor group is also a good idea.
2. 忠诚的员工. Happy and loyal employees make for a strong company. Top management should have non-compete and/or confidentiality agreements. Solid benefits plans for all employees should be in place. A company’s greatest asset is its employees and perhaps its biggest value-increaser.
3. 增长. Some smaller companies are kept small to maximize the owner’s benefits – the proverbial “cash cows.“然而, 如果创造价值是目标, 然后开发新产品或服务, 建立市场份额, 拓展市场或开拓新市场, 是至关重要的. 这 generally requires a financial investment, 但 building a strong growth rate also builds value.
4. 了解你的市场. The value of a company may be contingent on its industry, its place in the industry and the direction of the industry itself. 这个行业有多大, 它是向上还是向下, who is the competition and how big is the company’s market share? Is it time to change direction or diversify?
5. 尺寸计算. Companies with less than $5 million in sales and an EBITDA of less than $1 million can be perceived as small. 因此, they may be dependent on continuing outside financing and lack the critical mass for both buying and selling power. These companies can be perceived as too small for acquisition or are penalized when it comes to value. 然而, over the past few years corporate buyers, 还有私人股本公司, have seen the advantages of purchasing smaller firms. 很明显, companies with $10 million or more in sales and an EBITDA of $1 million or more are considered as solid and able to stand on their own.
6. 改变方向. Small companies can be very adept at changing course and implementing change. They have to be able to change and move quickly to take advantage of new markets, to fill voids in existing markets and even to add or change products or services.
7. 文档. Business plans, financial plans and personnel plans should all be in writing – and kept current. Terms of employment agreements should be spelled out and in writing. Business planning and company objectives, 等., should also be in writing and reviewed periodically. Contracts should be reviewed and maintained on a current basis.
8. 多样化. A major problem with many small companies is that their business is concentrated on one or two major customers or clients. Ideally, no customer or client should represent more than 10 percent of sales. 拓展新市场, 介绍新产品, and finding new customers must be considered without deviating too far from the company’s core business.
9. 名称和品牌识别. 沃尔特·迪斯尼这个名字再好不过了, or Kleenex® or the soft drink called Coke® – they are household names. Small firms may not have the brand or name recognition of these companies, 但 they can work at it. 这 recognition is especially powerful in the consumer product area. But franchising has expanded this name or brand recognition to many different types of businesses.
10. Taking advantage of proprietary and other assets. 专利, 品牌名称, 版权, 联盟, and joint ventures are all examples of not only proprietary assets, 但, 在许多情况下, 有价值的. Even equipment can be used in several different ways. Large landscape companies in cold climates put snow plows on their trucks, utilize their existing workforce and become a snow plowing company for their regular landscaping customers — office complexes, 公寓及共管公寓发展, 等.
11. “精简.” Many companies lease their real estate needs, 外包他们的工资, 他们的制造业在海外完成了吗, or have UPS handle all of their logistical needs. Since all non-core requirements are done by someone else, the company can focus its efforts on what they do best.
12. 现在就做! 小公司的所有者, 即使是大型的, 要有这样的态度, “我现在没有时间, I’ll do it tomorrow” or “I’m too busy now putting out fires.” So the real challenges of building the business, 和价值, 转移话题或无限期推迟. Creating value 是至关重要的 to the long-term (and short-term) success of the business.
Keep in mind that the best time to consider selling is when business is good, 这生意正在赢利, and many of the above “value-adders” are in place. By contacting your local professional intermediary you can explore which of the above will add the most value to your firm, so it will be ready to sell when you are.阅读更多